8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 8-K/A

                                 Amendment No. 1
                                 Current Report

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

          Date of Report (date of earliest event reported) June 9, 2002

               Commission file numbers: 333-19327 and 333-19327-01

                          OLYMPUS COMMUNICATIONS, L.P.
                           OLYMPUS CAPITAL CORPORATION

            (Exact name of registrants as specified in their charter)

                   Delaware                               25-1622615
                   Delaware                               23-2868925
       (State or other jurisdiction of           (IRS Employer Identification
        incorporation or organization)                     Numbers)


               One North Main Street - Coudersport, PA 16915-1141
               (Address of principal executive offices) (Zip Code)



        Registrants' telephone number, including area code (814) 274-9830




               This Form 8-K/A amends and restates in its entirety the
Registrants' Form 8-K filed with the Commission on June 25, 2002.

Item 4.  Changes in Registrants' Certifying Accountant.

               Olympus Communications, L.P. ("Olympus Communications") is a
limited partnership between ACC Operations, Inc. and ACC Holdings II, LLC,
wholly-owned subsidiaries of Adelphia Communications Corporation ("Adelphia").
Olympus Capital Corporation ("Olympus Capital") is a wholly-owned subsidiary of
Olympus Communications.

               As used herein, the terms "Registrants" collectively refers to
Olympus Communications and Olympus Capital and the "Company" refers to Adelphia
and its subsidiaries, including the Registrants.

               On June 9, 2002, Adelphia dismissed Deloitte & Touche LLP
("Deloitte"), its former independent accountants. On June 10, 2002, Deloitte
confirmed in writing to Adelphia that the client-auditor relationship between
Deloitte and Adelphia, the Registrants and certain other subsidiaries of
Adelphia had ceased. On June 13, 2002, Adelphia retained PricewaterhouseCoopers
LLP ("PwC") as its independent accountants. Under this engagement PwC will serve
as independent accountants of the Registrants and certain other subsidiaries of
Adelphia. The Board of Directors of Adelphia and the Audit Committee of the
Board of Directors approved the decision to change independent accountants. On
June 14, 2002, Deloitte notified Adelphia that it was withdrawing its reports on
the financial statements of Adelphia, the Registrants and certain other
subsidiaries and affiliates of Adelphia.

               The Registrants have not yet completed their financial statements
or filed their Annual Report on Form 10-K for the year ended December 31, 2001,
nor have the Registrants filed their Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002. As of the date on which Deloitte was dismissed as
the Registrants' independent public accountants, Deloitte had not completed its
audit nor had it issued its report with respect to the Registrants' financial
statements for the year ended December 31, 2001.

               The report of Deloitte on the financial statements of the
Registrants for the year ended December 31, 2000 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. During the years ended December 31, 2000 and
December 31, 2001, and through the date of this Form 8-K, there were no
disagreements with Deloitte on any matter of accounting principles or practices,
financial statement disclosure or audit scope or procedure that, if not resolved
to the satisfaction of Deloitte, would have caused it to make reference to the
subject matter of such disagreement in its reports on the financial statements;
as stated below, on May 14, 2002, Deloitte suspended its audit of the financial
statements of Adelphia and the Registrants for the year ended December 31, 2001.
Other than to the extent discussed below, there were no reportable events (each,
a "Reportable Event") within the meaning of Item 304(a)(1)(v) of Regulation S-K
for the years ended December 31, 2001 and December 31, 2000 and through the date
of this report. Adelphia's Audit Committee discussed the Reportable Event
referred to below with Deloitte and Adelphia authorized Deloitte to respond
fully to inquiries of PwC concerning that Reportable Event.

               In March 2002, Adelphia's Board of Directors appointed a Special
Committee of Independent Directors (the "Special Committee") whose Charter
includes authority to review business relationships between the Company and
affiliates of the Rigas family. As part of that review the Special Committee
identified accounting and disclosure issues, some of which raised questions
about whether Adelphia's management had engaged in improper activities. On May
14, 2002, Deloitte advised Adelphia that it had suspended its audit of the
financial statements of Adelphia and the Registrants for the year ended December
31, 2001 and provided Adelphia with a list of issues that, according to
Deloitte, needed to be resolved before the issuance of Adelphia's and the
Registrants' Annual Reports on Form 10-K. Included in this list were
circumstances that raised questions about whether employees of Adelphia had
falsified accounting records and/or engaged in other conduct in violation of
law. On May 15, 2002, Adelphia's Board of Directors authorized a formal
investigation by counsel to the Special Committee into the nature and propriety
of transactions between the Company and affiliates of the Rigas family, the
integrity of the Company's books and records, the accuracy and completeness of
the Company's financial accounting, the Company's compliance with its
obligations under credit agreements and other debt instruments, and any other
matters related to the Company that the Special Committee decides should be
investigated. On June 9, 2002, following the



transmission of (and without acknowledging receipt of) Adelphia's letter
dismissing Deloitte, Adelphia received a letter from Deloitte in which Deloitte
stated that it was still not prepared to resume its audit. In that letter
Deloitte noted that Adelphia continued to employ executives who might have been
involved in inappropriate conduct related to the Company's financial reporting
and stated: "To the extent that any of those persons have been involved in
illegal activities, there is no way that we would be willing to rely on their
representations, and indeed the mere fact that they remain in their positions
raises additional concerns." In a letter dated June 13, 2002 to Deloitte,
Adelphia responded by noting that since May 25 the Company's accounting and
finance staff have been headed by Christopher Dunstan, Chief Financial Officer
and Treasurer, and Steven B. Teuscher, Chief Accounting Officer. In addition,
Adelphia has retained the Conway Delgenio firm for restructuring advice. Neither
Messrs. Dunstan or Teuscher, nor the Conway Delgenio firm, had any connection
with the Company during the time that the potentially improper activities may
have occurred. The members of Adelphia's accounting, finance and bank and
investor relations staff referred to in Deloitte's letter, who may have known
about or been directly implicated in inappropriate conduct, and who are
cooperating with the investigation being conducted by counsel to the Special
Committee, are being transferred to other duties pending completion of the
investigation. In the letter, Adelphia noted that: "The management
representations required in connection with the audit of the Company's financial
statements will be provided by officers who had no involvement in prior
management's improper activities and who will be adequately informed about the
issues relating to the company's financial statements by the findings of the
Special Committee counsel."

               The Registrants have provided Deloitte with a copy of the
disclosures made in this Form 8-K and has requested that Deloitte furnish the
Registrants with a letter addressed to the Commission stating whether or not
Deloitte agrees with the above statements, and if not, stating the respects in
which it does not agree. A copy of such letter will be filed with the Commission
by the Registrants by amendment to this Form 8-K.

Item 7.  Financial Statements and Exhibits.

               (a)   Financial Statements

               Not applicable.

               (b)   Pro forma Financial Statements

               Not applicable.

               (c)   Exhibits

               16.1  Letter regarding change in certifying accountant (to be
                     filed by amendment).

               99.1  Press release dated June 14, 2002, relating to the
                     selection of PwC as Adelphia's independent public
                     accountants (filed herewith).

                                       -2-



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  July 2, 2002
                                      OLYMPUS COMMUNICATIONS, L.P.

                                      By: ACC OPERATIONS, INC.
                                          Its Managing General Partner

                                          By: /s/ ERLAND E. KAILBOURNE
                                              ------------------------
                                              Erland E. Kailbourne
                                              Acting Chief Executive Officer and
                                              Chairman

                                      OLYMPUS CAPITAL CORPORATION

                                      By: /s/ ERLAND E. KAILBOURNE
                                          ------------------------
                                          Erland E. Kailbourne
                                          Acting Chief Executive Officer and
                                          Chairman

                                       -3-



                                  EXHIBIT INDEX

Exhibit No.                              Description

16.1           Letter regarding change in certifying accountant (to be filed by
               amendment)

99.1           Press release dated June 14, 2002, relating to the selection of
               PwC as Adelphia's independent public accountants (filed
               herewith).

                                       -4-

EX-99.1

                                  PRESS RELEASE

CONTACT: Karen Chrosniak, Director of Investor Relations 1-877-496-6704

                     ADELPHIA RETAINS PRICEWATERHOUSECOOPERS
                  TO SERVE AS COMPANY'S INDEPENDENT ACCOUNTANTS

COUDERSPORT, Pa., June 14, 2002 - Adelphia Communications Corporation (OTC:
ADELA) announced today that it has selected the firm of PricewaterhouseCoopers
as the Company's independent accountants. As previously announced, Adelphia
terminated the engagement of its long-time independent accountants, Deloitte &
Touche LLP, on June 9, 2002.

Adelphia Chairman and interim Chief Executive Officer Erland E. Kailbourne said,
"Our decision to retain PricewaterhouseCoopers will provide Adelphia with a
fresh and independent perspective on the Company's financial situation. Bringing
on new auditors with such unassailable credentials is clearly in the best
interest of all Adelphia stakeholders as we work to provide a full, prompt and
candid disclosure of all material financial information affecting the Company."

PricewaterhouseCoopers will immediately begin to assist the Company with the
preparation of its Form 10-K for the year ended December 31, 2001, which will be
completed and released as soon as practicable. As previously announced, Deloitte
& Touche's ongoing audit work was suspended on May 14, 2002.

About Adelphia

Adelphia Communications Corporation, with headquarters in Coudersport,
Pennsylvania, is the sixth-largest cable television company in the country.

Certain statements in this press release are forward-looking statements that are
subject to material risks and uncertainties. Investors are cautioned that any
such forward-looking statements are not guarantees of future performance or
results and involve risks and uncertainties, and that actual results or
developments may differ materially from those expressed or implied in the
forward-looking statements as a result of various factors which are discussed in
the Company's filings with the Securities and Exchange Commission. These risks
and uncertainties include, but are not limited to, uncertainties relating to
general economic and business conditions, acquisitions and divestitures, the
availability and cost of capital, government and regulatory policies, the
pricing and availability of equipment, materials, inventories and programming,
product acceptance



and customer spending patterns, the Company's ability to execute on its business
plans and to construct, expand and upgrade its networks, risks associated with
reliance on the performance and financial condition of vendors and customers,
technological developments, changes in the competitive environment in which the
Company operates, and matters relating to or in connection with the recent
bankruptcy filings and proceedings of Adelphia Business Solutions, Inc. These
risks and uncertainties also include matters arising out of the Company's delay
in filing with the Securities and Exchange Commission its Form 10-K for the year
ended December 31, 2001 and its Form 10-Q for the quarter ended March 31, 2002,
liquidity short falls arising out of defaults under loan agreements and
indentures, the announced delisting of the Company's common stock by Nasdaq,
pending derivative and class action lawsuits, and matters arising out of the
pending internal investigation by the Special Committee of the Board of
Directors of the Company. Additional information regarding risks, uncertainties
and other factors that may affect the business and financial results of Adelphia
can be found in the Company's filings with the Securities and Exchange
Commission, including its recently filed Current Reports on Form 8-K, the most
recently filed Quarterly Report on Form 10-Q, the Form 10-K for the year ended
December 31, 2000, and the most recent prospectus supplement filed under
Registration Statement No. 333-64224, under the section entitled "Risk Factors"
contained therein. The Company does not undertake to update any forward-looking
statements in this press release or with respect to matters described herein.

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