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CONFIDENTIAL TREATMENT REQUESTED

BY ADELPHIA COMMUNICATIONS

CORPORATION

[ADELPHIA LETTERHEAD]

June 1, 2005

VIA EDGAR

Larry M. Spirgel

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0406

Re:Adelphia
Communications Corporation

Form 10-K for December 31, 2003

Filed December 23, 2004

File No. 0-16014

Dear
Mr. Spirgel:

        This
letter responds to the comments raised in your letter of May 3, 2005 regarding the above-referenced filing. Each of your comments appears below in italics, numbered as in
your letter, and is followed by our response. Capitalized terms used but not specifically defined herein have the meanings set forth in our annual report on Form 10-K for the year
ended December 31, 2003 (the "2003 10-K").

        1.     We note that you have not filed your Form 10-K for the year ended December 31, 2004, or your quarterly reports on
Form 10-Q for fiscal year 2004 and fiscal year 2005 to date. In your response letter, tell us when you intend to file these periodic reports. In addition, tell us whether your
reporting subsidiaries will be filing the corresponding periodic reports. If the reports will not be filed, provide a detailed explanation of the reasons why each report will not be filed. If
applicable, please tell us whether your reporting subsidiaries intend to terminate their Exchange Act registration and/or suspend their reporting obligations.

        [***]

        [***]
As disclosed in our 2003 10-K, because of record keeping and financial reporting practices employed during the tenure of the Rigas Management,
we cannot obtain the data required to produce reliable financial statements for certain of our reporting subsidiaries and thus these subsidiaries are not able to comply with their reporting
obligations under the Exchange Act. See "Item 1—Business—Risk Factors—Risk Factors Relating to Legal Matters—We are unable to produce audited financial
statements for certain of our subsidiaries and such subsidiaries will be unable, therefore, to comply with applicable law" in our 2003 10-K. [***]

        Although
substantially all of the assets of each of our reporting subsidiaries will be acquired by Comcast Corporation ("Comcast") or Time Warner NY Cable LLC ("TWNY"), a subsidiary of
Time Warner Cable Inc., the legal entities will not be acquired by Comcast or TWNY. These legal entities will continue to be part of our bankruptcy proceedings, and the debt obligations of
these subsidiaries will be extinguished in those proceedings in exchange for distributions pursuant to our plan of reorganization. [***]

        2.     We note that on April 20, 2005, Adelphia entered into definitive agreements with Time Warner NY Cable LLC and Comcast Corporation for the
purchase of substantially all of Adelphia's U.S. assets. In your response letter, please tell us whether the parties contemplate filing a registration statement or proxy statement with respect to that
asset sale. We note that, pursuant to section 6.1 of the asset purchase agreement with Time Warner NY Cable LLC (as described in the April 25, 2005 Form 8-K), the sale
is conditioned on "a registration statement covering the offer and sale of the shares of [Time Warner] Class A Common Stock to be issued in the transaction being
declared effective." If so, provide us with an analysis

 as to how the parties expect Adelphia's delinquent or incomplete Exchange Act filings will affect the adequacy and completeness of the disclosure in the registration statement and/or proxy statement.
To the extent that the parties are expecting to rely on an exemption from the Securities Act or Exchange Act, please identify the exemption and explain the expected basis for reliance on the
exemption. To the extent that the parties are planning to seek no-action relief from the staff, please advise us of these plans.

        Under the Asset Purchase Agreement between TWNY, a subsidiary of Time Warner Cable Inc. ("TWC"), and us, shares of Class A common stock of TWC ("TWC
Common Stock") are to be issued to us for distribution to our stakeholders pursuant to our Chapter 11 plan of reorganization (the "Chapter 11 Plan"). TWC does not intend to file a registration
statement covering such issuance. It is contemplated that the shares of TWC Common Stock will be issued and distributed to the Company's stakeholders under the exemption from registration provided for
by Section 1145 of the Bankruptcy Code.

        Section 1145
provides in part that:

        "section 5
of the Securities Act of 1933 and any State or local law requiring registration for [the] offer or sale of a security or registration or
licensing of an issuer of, underwriter of, or broker or dealer in, a security do not apply to (1) the offer or sale under a plan of a security of the debtor, of an affiliate participating in a
joint plan with the debtor, or of a successor to the debtor under the plan (A) in exchange for a claim against, an interest in, or a claim for an administrative expense in the case concerning,
the debtor or such affiliate; or (B) principally in such exchange and partly for cash or property…"

        The
parties intend for the confirmation order of the Bankruptcy Court approving the Chapter 11 Plan to provide that TWC is a successor to the Company for purposes of Section 1145
of the Bankruptcy Code.

        Section 6.1(g) of
the Asset Purchase Agreement, to which the staff's inquiry refers, requires the registration of the issuance of the shares of TWC Common Stock under the
Securities Act of 1933 only if the issuance of those shares is not exempt from registration under the Securities Act.

Form 10-K for fiscal year ended December 31, 2003

Risk Factors, page 39

Our cable systems are operated under franchises that are subject to non-renewal or termination, page 43

        3.     We note at page 43 that you have a number of franchises that had expired or for which timely notice of renewal was not provided as of
December 31, 2003. Tell us in your response letter why these franchises were not renewed in a timely manner and how this circumstance affects your determination that the franchises have an
indefinite life under SFAS 142.

        Our franchise agreements typically have terms of 7-15 years. Consistent with our industry peers, at any given time, we have franchises which
have expired for which renewal negotiations are ongoing. As a result of the Company's bankruptcy filing in 2002, certain of the communities in which we hold franchises did not want to pursue franchise
renewal negotiations until the future of the Company was more certain. After new management was hired in 2003, we deployed additional local government affairs resources to work on franchise extensions
and renewals. However, the process for negotiating franchise extensions and renewals can take many months.

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        The
following table summarizes the status of our franchise agreements at December 31, 2003:

Number of Franchises

Subscribers

%

Expired franchises with timely renewal notice

230

710,000

14
%

Expired franchises without timely renewal notice

71

80,000

2

Unexpired franchises without timely renewal notice

100

254,000

5

Unexpired franchises

2,299

4,041,000

79

Total

2,700

5,085,000

100
%

        The
1984 Cable Act provides us with renewal protections when we have timely provided notice of renewal to the franchise authority. In these cases, the franchise authority cannot deny a
renewal or transfer unless we have failed to comply with material provisions set forth in the franchise agreement. Approximately 14% of our subscribers were in expired franchises for which we provided
timely notice of renewal and are therefore subject to the renewal protections of the 1984 Cable Act.

        Approximately
2% of our subscribers were in expired franchises for which timely notice of renewal was not provided, and approximately 5% of our subscribers were in unexpired franchises
for which timely notice of renewal was not provided. However, we have been working diligently to secure extensions or renewals in these areas. [***]

        We
do not believe that the failure to timely renew our franchise agreements has an impact on our determination that the franchises have an indefinite life under SFAS 142. As noted
above, we have expired and unexpired franchises for which we have renewal protections under the 1984 Cable Act representing approximately 93% of our subscribers. To the best of current management's
knowledge, we have not been denied a franchise renewal, and we continue to provide service in areas where the franchise agreement has expired.

Item 8. Consolidated Financial Statements and Supplementary Data, page 102

Note 3—Summary of Significant Accounting Policies

Intangible Assets

        4.     Tell us in your response letter how you determined that your customer relationships have an estimated useful life of ten years.

        The majority of our customer relationships were acquired through acquisitions prior to July 1, 2001. In connection with these acquisitions, the Company
utilized APB 16 to allocate purchase price and APB 17 to determine the amortization period of such assets. In connection with the appraisal of our significant acquisitions, an independent third-party
valuation firm provided us with estimates for the useful life of our customer relationships. Industry averages for subscriber attrition in 2000 and 2001 ranging from 21% to 34% were used by such
independent third-party valuation firm in determining the estimated useful life of customer relationships. The historical information for these years was deemed most relevant due to our
significant acquisition activity in late 1999, 2000 and 2001. Based on this data, less than 5% of an acquired subscriber base remains after 10 years. Accordingly, we determined that a
10-year useful life was appropriate for our customer relationships.

Impairment of Long-Lived Assets

        5.     We note that you defined your reporting units for purposes of goodwill impairment testing as your operating regions, which are the same as your
operating segments. Tell us in your response letter how you applied the guidance in paragraph 30 of SFAS 142 and EITF Topic D-101 in determining that the operating regions
are the appropriate level for applying the impairment test. Also tell us whether you have aggregated multiple components into one reporting unit and, if so, your basis for such aggregation.

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        As noted in paragraph 30 of SFAS 142 and EITF Topic D-101, the determination of reporting units under SFAS 142 begins with the
definition of an operating segment in paragraph 10 of SFAS 131 and considers disaggregating that operating segment for the purpose of testing goodwill for impairment.

        Based
on the guidance in SFAS 131, we determined that each of our five geographic operating regions represented an operating segment. Each of our five operating regions engages in
business activities from which it earns revenue and incurs expenses. In addition, discrete financial information is available for each of these operating regions, and the results of these operating
regions are regularly reviewed by our chief operating decision maker to make decisions about resource allocations and to assess performance.

        Under
SFAS 142, a reporting unit is an operating segment or one level below an operating segment (a component). A component is a reporting unit if the component constitutes a
business for which discrete financial information is available and segment management regularly reviews the operating results of the component. In our case, we have a regional senior vice president
for each of our five geographic operating regions who reports to our chief operating decision maker. Although we can generate discrete financial information below the regional level, this information
is prepared on an ad-hoc basis, and it is not regularly reviewed by our chief operating decision maker or our segment management. As such, we do not have components as defined by
SFAS 142, and our reporting unit is the same as our operating segment.

        6.     We note that your asset groups for purposes of testing long-lived assets for impairment consist of seven major metropolitan markets
and numerous other asset groups in your geographically dispersed operations. In your response letter, explain how you define these groups and how these groups differ from your operating regions, which
are your reporting units under SFAS 142. Tell us how you applied the guidance in SFAS 144 in identifying your asset groups.

        Under SFAS 144, a long-lived asset must be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are
largely independent of the cash flows of other assets and liabilities ("LLICF"). We determined that a group or cluster of cable assets (a "Cable System") is the LLICF because the assets within a Cable
System are interdependent and share the same cash flows. We further categorize our Cable Systems as "Metro Systems" and "Non-Metro Systems." Metro Systems consist of the following seven
major metropolitan markets: Los Angeles; Colorado Springs; Cleveland; Western New York; Greater Boston; Northern Virginia; and West Palm Beach. Non-Metro Systems consist of geographically
dispersed cable assets outside of a metro area which share a headend (as discussed in greater detail below).

        We
defined the LLICF for our Non-Metro Systems at the headend level because a headend is necessary for the transmission of broadband services to our customers, and we can
readily identify the cash flows associated with each headend. In addition, other than call center resources which are shared by our Cable Systems, assets and resources necessary for the provision of
our cable services are generally not shared between or among headends in the Non-Metro Systems. As such, we concluded that the headend represents the LLICF for the Non-Metro
Systems.

        Metro
Systems may have more than one headend; however, they are deemed to be the LLICF due to economies of scale achieved by having cable assets in the same geographic area. In
particular, economies of scale exist with respect to labor, marketing and advertising and office expenses. In Metro Systems, subscribers can be serviced with fewer employees per subscriber as compared
to the Non-Metro Systems. In addition, marketing and advertising efforts can reach substantially more people in Metro Systems than in Non-Metro Systems without substantial
additional costs. For example, print ads, TV ads and billboards are seen by more people in the Metro Systems; however, the cost of such advertisements is not significantly different between Metro and
Non-Metro Systems. Metro Systems can also consolidate office space into one area, which is less costly than having a number of smaller offices in Non-Metro Systems. We also
note that while we have programming, billing and purchase contracts

4

that
entitle all of our groups or clusters of cable assets to the same rates, these rates would be higher if each such group or cluster had to negotiate its own contracts and rates.

        Our
SFAS 144 groups differ from our operating regions which are our reporting units under SFAS 142. Discrete financial information can be generated for the Cable Systems;
however, this information is only prepared on an ad-hoc basis, and it is not regularly reviewed by our chief operating decision maker or our segment management. Operating results are
regularly reviewed by the chief operating decision maker and segment management at the operating region level. Thus, while the Cable Systems represent the LLICF, they do not represent reporting units
as defined by SFAS 142.

        7.     We note that your units of accounting for your franchise rights are the same as the asset groupi