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ADELPHIA COMMUNICATIONS CORPORATION

5619 DTC Parkway

Greenwood Village, CO 80111

September 29, 2005

VIA EDGAR

Larry M. Spirgel

Assistant Director

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C.  20549

Re:  Adelphia
Communications Corporation (“Adelphia” or the “Company”)

Form 10-K
for December 31, 2003

Filed December 23,
2004

File No. 0-16014

Dear Mr. Spirgel:

Included in this letter are the responses to comments
raised by the Staff in on-going phone conversations among the Company, the
Company’s SEC counsel and PricewaterhouseCoopers LLP in connection with the
Staff’s letter of May 3, 2005 and the Company’s response dated June 1,
2005 regarding the above-referenced filing.
Each of the Staff’s comments appears below in italics and is followed by
the Company’s 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.                                      Pursuant to our phone conversation with the
Staff on June 24, 2005, the Staff asked us to address whether Rule 3A-02
of Regulation S-X required Adelphia to
consolidate the Rigas Co-Borrowing Entities prior to the adoption of FIN 46-R, “Consolidation
of Variable Interest Entities” (FIN 46-R), on January 1, 2004.

Prior
to filing the 2003 10-K and again in connection with the above question from
the Staff, the Company reviewed the applicable accounting standards and
concluded that, for periods prior to the adoption of FIN 46-R, the Rigas
Co-Borrowing Entities should not be consolidated by Adelphia.

As
the Staff is aware, John Rigas, the former Chief Executive Officer of Adelphia,
and his family held significant interests in the Company.  These interests consisted of debt securities
with a face value of $567 million and equity securities comprising an economic
interest in the Company of approximately 23% and a controlling voting interest
of approximately 66%.  In

addition,
the Rigas family held (directly or indirectly) all voting and equity interests
in the Rigas Co-Borrowing Entities and controlled such entities.  Although Adelphia had no direct or indirect
equity interests in the Rigas Co-Borrowing Entities, Adelphia and the Rigas
Co-Borrowing Entities were under common control.  Other relationships between Adelphia and the
Rigas Co-Borrowing Entities included management arrangements under which
Adelphia managed the Rigas Co-Borrowing Entities and co-borrowing arrangements
under which Adelphia and the Rigas Co-Borrowing Entities co-made certain debt
instruments.

The
following summarizes the relationships among the Rigas family, Adelphia and the
Rigas Co-Borrowing Entities:

When
determining whether or not to consolidate the Rigas Co-Borrowing Entities, the
Company considered Rule 3A-02 of Regulation S-X (“Rule 3A-02”), SFAS No. 57,
“Related Party Disclosures” (“SFAS 57”), SFAS No. 94, “Consolidation of
All Majority-Owned Subsidiaries” (“SFAS 94”), EITF Issue 97-2, “Application of
FASB Statement No. 94 and APB No. 16 to Physician Practice Management
Entities and Certain Other Entities with Contractual Management Arrangements” (“EITF
97-2”), and EITF Topic D-14, “Transactions Involving Special-Purpose Entities.”  Rule 3A-02 requires registrants to
evaluate whether consolidation would be necessary, notwithstanding the lack of
technical majority ownership, because of the existence of a parent-subsidiary
relationship by means other than record ownership of voting common stock.  We do not believe that Rule 3A-02 either
requires entities under common control to be consolidated or changes the
guidance in EITF 97-2 for evaluating when a management agreement results in a “controlling
financial interest” for purposes of SFAS 94.
Accordingly, we analyzed the consolidation requirements in the context
of SFAS 94 and EITF 97-2.

SFAS
94 is based on a “control” model and concludes that the usual condition for a
controlling financial interest is ownership of a majority voting interest.  Because the Company holds no equity interests
in the Rigas Co-Borrowing Entities, we analyzed the management arrangements
between Adelphia and the Rigas Co-Borrowing Entities to determine whether the
Company could be deemed to have control over those entities.

2

Management
arrangements between Adelphia and the Rigas Co-Borrowing Entities, some of
which are documented and others of which are not, provide the Company with the
authority to make day-to-day operating decisions for these entities without any
ownership interests.  For situations in
which management arrangements exist, EITF 97-2 provides six conditions, all of
which must be met, to establish that there is a “controlling financial interest”
even if there is not a controlling ownership interest.  We analyzed the management arrangements
between each Rigas Co-Borrowing Entity and Adelphia, whether documented or
undocumented.  Based on this analysis,
none of the Rigas Co-Borrowing Entities met the conditions for consolidation
under EITF 97-2.  The results of our
analysis of some of the key conditions are shown below:

Term – Pursuant to EITF 97-2, the term of the
contractual arrangement must be for either (a) the entire remaining legal
life of the Rigas Co-Borrowing Entity or (b) a period of 10 years or
more.  For periods before certain
contracts were revised in fiscal 2001, this condition was not met for any of
the management arrangements with the Rigas Co-Borrowing Entities.  After the modification of certain of the
agreements in 2001, for Rigas Co-Borrowing Entities comprising approximately
77% of subscribers (192,504 of the 251,495 subscribers at December 31,
2001), the management arrangements were for terms of less than 10 years, as
discussed below.  Therefore, this
condition was not met and consolidation was not required under GAAP.

While a limited number of the management contracts
were revised in 2001 pursuant to certain lender requirements to cover a 10-year
term, for the majority of the Rigas Co-Borrowing Entities, formal management
agreements do not exist or could not otherwise be located.  EITF 97-2 notes that, “if the information is
documented in contractual agreements, then that documentation should be used to
evaluate whether the requirements are met regardless of whether the respective
parties are currently behaving in accordance with the documented
provisions.  To the extent that some of
the information is not documented, then the facts and circumstances of the
relationship should be evaluated to determine whether the requirements are met.”  In cases where we could not locate management
agreements, the arrangements were operating for the convenience of the Rigas
family and could have been cancelled or modified at any time.  Therefore, we concluded for these
arrangements that the term is less than 10 years.

Control – With respect to the remaining entities
representing approximately 23% of the subscribers (58,991 of the 251,495
subscribers at December 31, 2001) (and in fact for all of the Rigas
Co-Borrowing Entities), we concluded that Adelphia does not have exclusive
authority over all decision making related to the ongoing, major, or central
operations of the Rigas Co-Borrowing Entities.

This criteria is not met because Adelphia does not
have rights to make major strategic decisions for these entities.  Through mid-2002, major decisions for these
entities were made by the Rigas family in their capacity as direct or indirect
investors in these entities and not in their capacity as management of
Adelphia.  In assessing whether the Rigas
family retained any participating rights for decision making under the
management agreements, we looked to the guidance in EITF 96-16, “Investor’s
Accounting for an Investee When the Investor Has a Majority of the Voting
Interest but the Minority

3

Shareholder or Shareholders Have Certain Approval or
Veto Rights” (“EITF 96-16”).  We noted
that Adelphia can prepare operating and capital budgets and make
recommendations, but final approval rests with the investors (the Rigases), and
they have no obligation to follow Adelphia’s recommendations.  Furthermore, all financing decisions (such as
entering into the co-borrowing arrangements) need the approval of the Rigas
Co-Borrowing Entities and their investors (the Rigases).

In summary, based on the criteria
outlined in SFAS 94 and EITF 97-2, the Rigas Co-Borrowing Entities should not
be consolidated in Adelphia’s consolidated financial statements because
Adelphia does not have control through majority voting interest over the Rigas
Co-Borrowing Entities either through voting interests (as contemplated by SFAS
94) or through management arrangements (as contemplated by EITF 97-2 because
all of the six criteria for consolidation addressed in EITF 97-2 were not met).  We further concluded that presenting the
Rigas Co-Borrowing Entities as consolidated entities would not be most
meaningful in the circumstances, as required by Rule 3A-02.  In reaching our conclusion, we focused on:  (a) the lack of any equity ownership in
the Rigas Co-Borrowing Entities; (b) the lack of rights similar to those
of a shareholder, including rights to ongoing income or proceeds from sale; (c) the
inability to transfer the Company’s financial interest in these entities; (d) the
inability to make major strategic decisions regarding the entities; and (e) the
fact that the management contracts were in place for the convenience of the
Rigas family and could be terminated or modified should the need arise.  In light of these factors, the Company did not
consolidate the Rigas Co-Borrowing Entities until its adoption of FIN 46-R on January 1,
2004.

2.                                        Pursuant
to our phone conversation of June 24, 2005 and consistent with a question
raised in the SEC Staff’s letter dated May 3, 2005, the Staff asked the
Company to address why the straight-line method over 10 years was the
appropriate method to amortize the Company’s customer relationship intangible
asset (“CRI Asset”) in its audited financial statements for the years 2001 to
2003.

As part of our response
to the Staff’s comment, the Company re-evaluated both its estimated useful life
and method of amortization for its CRI Asset.
While the Company continues to believe 10 years is the appropriate useful life for
its CRI asset, based on the re-evaluation, it believes an accelerated method of
amortization for its CRI Asset would be more appropriate than the straight-line
method.  The accelerated method we
believe to be most appropriate in the circumstances, the 200% declining balance
method, would result in approximately 67% of the CRI Asset being amortized by
the end of year 5 of the estimated 10-year life.  PricewaterhouseCoopers LLP, including members
of its National Office, have reviewed our re-evaluation of the life of our CRI
Asset and the selection of our method of amortization.

From 1999 through 2001,
prior to the effective date of SFAS No. 141, the Company acquired a number
of cable television systems and in connection with these acquisitions recorded
a CRI Asset, apart from other amortizable intangibles, which represented the
value of subscribers obtained in the purchase business combinations.  In determining the appropriate useful life
for the acquired CRI Asset, we focused on estimating the “Attrition Rate” of
the CRI Asset (i.e., the annual rate at which such acquired customers
permanently terminate their service with the Company).

4

Because none of the
acquired cable television systems maintained individual company specific
historical attrition rates for their customers, we looked to related extrinsic
evidence.  In this connection, we note
that industry data is available for the “Churn Rate” of a cable system’s
subscriber base.  However, no such data
is available for the “Attrition Rate” of the CRI Asset.  The industry measures the Churn Rate as the
ratio of the gross number of subscribers who terminate service in a period
divided by the total number of subscribers at the beginning of the period.  This by definition is higher than the
Attrition Rate, because the industry Churn Rate is based on gross
disconnections and includes subscribers who are disconnected only temporarily,
but reconnect and remain as customers.
Such temporary disconnections arise, for example, from customers who
transfer service to a new location within a company’s service area and those
whose service is temporarily disconnected for payment issues.    For these reasons, industry Churn Rates are
higher than actual customer Attrition Rates.
For the Staff’s information, when customers reconnect, the industry
considers them “new additions.”

Industry publications
estimate Churn Rates at between 21% and 34% in 2000 and 2001.  Although we do not have Company specific
Churn Rates for the same periods, in 2004 our Churn Rate approximated 30%,
which is in the range of industry Churn Rates.
In determining the life of our CRI Asset, we have estimated our
Attrition Rate to be 20% to take into account customers who reconnect based on
our understanding of changes in our customer base.  In this regard, we note that during 2004,
2003 and 2002 decreases in our subscriber base, net of additions, were 5%, 2%
and 2%, respectively.  Had our actual
Attrition Rate been in the 30% range, we would have expected to see
significantly greater declines in our subscriber base.

In addition, we looked at
the accounting that our peers were using for the customer relationship
intangible assets.  Not all of our
industry peers separately recognized customer relationship intangibles on their
balance sheets prior to the adoption of SFAS No. 141, which implies that
the customer relationship intangible is included in franchise rights or
goodwill, which were amortized over a longer period.  Based on our review of filings for eight SEC
registrants providing cable services for the years 1999 through 2003, we could
only identify four that disclosed a customer relationship intangible (which was
sometimes referred to as a customer list).
We noted that when recognized, the lives of the customer relationship
intangible were 4, 5, 5 to 10 and 10 years, respectively.  We also noted that operators appeared to use
a straight-line method of amortization.
As noted in APB Opinion No. 17, the straight-line method of
amortization should be applied unless a company demonstrates that another
systematic method is more appropriate.

Based on the above, we
continue to believe a 10-year estimated average useful life for our CRI Asset
is reasonable.

However, we now believe
that, in light of the factors described above, it would be more appropriate to
use an accelerated method to amortize the CRI Asset.  As noted in SFAS No. 142, the “method of
amortization shall reflect the pattern in which the economic benefits of the
intangible asset are consumed or otherwise used up.”

5

In this regard, we
believe the amortization method and rate should reflect our estimate of the
future customer attrition.  Based on our
knowledge of our customer base, we have selected a 200% declining balance
method (“10-year Accelerated Method”), such that by the end of year 5, 67%
of the CRI Asset has been amortized.
This method is consistent with management’s estimated Attrition Rate of
20% per year. The following table reflects our selected method of amortization:

  No. of

  Customers

  Yearly

  Amortization

  % of

  Starting

  Balance

  Amortization

  Rate

  At Acquisition

  1,000

  End of Year 1

  800

  200

  80

  %

  20.0

  %

  End of Year 2

  640

  160

  64

  %

  16.0

  %

  End of Year 3

  512

  128

  51

  %

  13.0

  %

  End of Year 4

  410

  102

  41

  %

  10.0

  %

  End of Year 5

  328

  82

  33

  %

  8.0

  %

  End of Year 6*

  262

  66

  26

  %

  6.6

  %

  End of Year 7

  197

  66