No Immediate Changes for Customers and Employees;
             Deal Expected to Close in Approximately 9-12 Months

   Transaction Delivers Maximum Value for Adelphia Bankruptcy Constituents

    GREENWOOD VILLAGE, Colo., April 21 /PRNewswire-FirstCall/ -- Adelphia
Communications Corporation (OTC: ADELQ), a leading operator of cable systems
in the United States with approximately 5.2 million basic subscribers in
31 states, today announced that it has reached definitive agreements for
Time Warner Inc. (NYSE: TWX) and Comcast Corporation (Nasdaq: CMCSA, CMCSK) to
acquire substantially all the U.S. assets of Adelphia for $12.7 billion in
cash and 16 percent of the common stock of Time Warner's cable subsidiary,
Time Warner Cable Inc.
    Under the terms of the transaction, approved by the boards of directors of
Adelphia, Time Warner and Comcast, Adelphia's stakeholders will receive
$9.2 billion in cash and 16 percent of Time Warner Cable's common equity from
Time Warner. In addition, Comcast will pay Adelphia $3.5 billion in cash.
Under proposed transactions between Time Warner and Comcast, the two companies
will swap cable systems to enhance their respective geographic clusters and
unwind Comcast's investments in Time Warner Cable and Time Warner
Entertainment Company, L.P. in an efficient and mutually beneficial way.
    The transaction is subject to approval by the U.S. Bankruptcy Court for
the Southern District of New York and customary closing conditions.  Going
forward, Adelphia will file a revised Plan of Reorganization and Draft
Disclosure Statement with the Bankruptcy Court that reflects the terms of the
transaction.  A Disclosure Statement hearing must be held, followed by
creditor balloting on the plan and ultimately a confirmation hearing before
the Bankruptcy Court leading to a confirmed Plan of Reorganization.  Parallel
to the bankruptcy process, for the deal to close it will require approvals of
the FCC, the Justice Department (Hart-Scott-Rodino) and, where required, local
franchising authorities. Subject to all necessary approvals, the deal is
expected to close in approximately nine to 12 months.
    The Official Committee of the Unsecured Creditors supported Adelphia in
moving forward with this transaction.
    Bill Schleyer, chairman and CEO of Adelphia, said, "After extensive review
of all options for the company, Adelphia's Board of Directors has determined
that this transaction delivers the maximum value to its bankruptcy
constituents.  We believe that this option is superior to Adelphia emerging as
a standalone company.  It is also a positive outcome for our cable customers,
who will benefit from continuing considerable investment in our cable assets.
The significant interest in Adelphia is a testament to the dramatic
improvements our employees have made to the company and its assets during the
past two years."
    Schleyer added, "Over the past two years, the Adelphia team has worked
tirelessly to transform our business, enhance our operations and improve our
competitive position.  Today, Adelphia has a first class network, dramatically
improved financial performance with complete transparency, and improved
service offerings -- and this transaction clearly recognizes the tremendous
value of the Adelphia enterprise."
    Since early 2003, Adelphia has made significant investments in the most
advanced equipment and systems to upgrade its cable network.  As a result,
Adelphia serves 97 percent of its homes passed with an advanced network
capable of delivering services like digital video, high-speed Internet,
high-definition television, video-on-demand, digital video recorders, and
eventually telephony.  The company has also completely overhauled its customer
care organization, consolidating more than 70 outmoded call centers into
12 state of the art centers and repackaged its service offerings for greater
customer choice and value.
    After a massive 20-month effort involving hundreds of accountants,
Adelphia restored credibility to its financial reporting last December with
the filing of its 2003 Annual Report on Form 10-K and audited financial
statements for the fiscal years 2003, 2002 and 2001.  New financial reporting
systems were put in place along with a corporate-wide ethics policy signed by
every employee.
    Throughout this process, Adelphia has remained committed to its customers
and communities.  That commitment will continue in the months ahead, and the
company will work to ensure a seamless service transition.
    Said Vanessa Wittman, Adelphia's executive vice president and chief
financial officer, "We have been working closely with Adelphia's constituents
and the Bankruptcy Court throughout this process and will continue to do so in
the coming months as we move toward closing.  I want to take this time to
thank Adelphia's employees for their unwavering commitment and diligence
during the past several years."
    The agreement does not include Adelphia's cable system partnership in
Puerto Rico.

    Advisors
    UBS Investment Bank and Allen & Company LLC acted as financial advisors to
Adelphia.  Sullivan & Cromwell acted as legal advisors to Adelphia for the
transaction.  Willkie Farr & Gallagher LLP acted as advisors to Adelphia for
the bankruptcy process.

    About Adelphia
    Adelphia Communications Corporation (OTC: ADELQ) is the fifth-largest
cable television company in the country.  It serves customers in 31 states and
Puerto Rico, and offers analog and digital video services, high-speed Internet
access and other advanced services over Adelphia's broadband networks.

    Cautionary Statement Regarding Forward-Looking Information
    This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended.  All statements regarding the
Company's and its subsidiaries' and affiliates' expected future financial
position, results of operations, cash flows, sale of the Company,
restructuring and financing plans, expected emergence from bankruptcy,
business strategy, budgets, projected costs, capital expenditures, network
upgrades, products and services, competitive positions, growth opportunities,
plans and objectives of management for future operations, as well as
statements that include words such as "anticipate," "if," "believe," "plan,"
"estimate," "expect," "intend," "may," "could," "should," "will," and other
similar expressions are forward-looking statements.  Such forward-looking
statements are inherently uncertain, and readers must recognize that actual
results may differ materially from the Company's expectations.  The Company
does not undertake a duty to update such forward-looking statements.  Factors
that may cause actual results to differ materially from those in the
forward-looking statements include whether the Plan of Reorganization will be
confirmed, whether the transaction with Time Warner and Comcast will close,
those discussed under the heading "Risk Factors" in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003 and the
Company's pending bankruptcy proceeding and its sale, results of litigation
against the Company and government investigations of the Company, the effects
of government regulation including the actions of local cable franchising
authorities, the availability of financing, actions of the Company's
competitors, results and impacts of the process to sell the Company or its
assets, pricing and availability of programming, equipment, supplies, and
other inputs, the Company's ability to upgrade its network, technological
developments, and changes in general economic conditions.  Many of these
factors are outside of the Company's control.

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