SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                                  Commission File No.: 333-19327

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

     (Check One): [ ]Form 10-K   [ ]Form 11-K   [ ]Form 20-F   [X]Form 10-Q
 [ ]Form N-SAR
     For Period Ended:
                      ----------------------------------------------
 [ ]Transition Report on Form 10-K         [ ]Transition Report on Form 10-Q
 [ ]Transition Report on Form 20-F         [ ]Transition Report on Form N-SAR
 [ ]Transition Report on Form 11-K

                      For the Quarter Ended March 31, 2002

      Nothing in this form shall be construed to imply that the Commission
                 has verified any information contained herein.


                          PART I REGISTRANT INFORMATION


                          OLYMPUS COMMUNICATIONS, L.P.
                           OLYMPUS CAPITAL CORPORATION
                            (Full name of registrant)


             One North Main Street
           Coudersport, Pennsylvania
    (Address of principal executive offices              16915
             (street and number))                      (Zip Code)



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





                        PART II RULES 12B-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate).

         [X]           (a)      The reasons described in reasonable detail in
                                Part III of this form could not be eliminated
                                without unreasonable effort or expense;

                       (b)      The subject annual report, semi-annual report,
                                transition report on Form 10-K, Form 20-F, 11-K
                                or Form N-SAR, or portion thereof, will be filed
                                on or before the fifteenth calendar day
                                following the prescribed due date; or the
                                subject quarterly report or transition report on
                                Form 10-Q, or portion thereof, will be filed on
                                or before the fifth calendar day following the
                                prescribed due date; and

                       (c)      The accountant's statement or other exhibit
                                required by Rule 12b-25(c) has been attached if
                                applicable.


                               PART III NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q and N-SAR or the transition report or portion thereof could not be filed
within the prescribed period.

         In connection with the preparation of the Registrant's financial
statements for the year ended December 31, 2001, the Registrant is reviewing
certain accounting matters, including those relating to certain co-borrowing
credit facilities to which the Registrant is party. Because this review is
ongoing, the Registrant has not yet completed its financial statements, received
its independent auditors' report thereon, or filed its Form 10-K for the year
ended December 31, 2001. As a result, the Registrant has been unable to complete
its Form 10-Q for the quarter ended March 31, 2002 within the prescribed time
period without unreasonable effort or expense.

                            PART IV OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to
         this notification.

         Erland E. Kailbourne, Acting Chief Executive Officer
         and Chairman (814) 274-9830

(2)      Have all other periodic reports required under section 13 or
         15(d) of the Securities Exchange Act of 1934 or Section 30 of
         the Investment Company Act of 1940 during the preceding 12
         months or for such shorter period that the registrant was
         required to file such report(s) been filed? If the answer is
         no, identify report(s).

                                  [ ]Yes [X]No

                              See Part III, above.




         The Registrant is continuing to review certain accounting
         matters relating to the Company's financial statements for the
         year ended December 31, 2001. Because this review is ongoing,
         the Registrant has not yet completed its financial statements,
         received its independent auditors' report thereon, and filed
         its Form 10-K for the year ended December 31, 2001.

(3)      Is it anticipated that any significant change in results of
         operations from the corresponding period for the last fiscal
         year will be reflected by the earnings statements to be included
         in the subject report or portion thereof?   [X]Yes  [ ]No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

         The Registrant is continuing to review certain accounting
         matters as discussed above and the Registrant continues to
         focus significant time and effort in order to complete its
         financial statements for the year ended December 31, 2001,
         receive its independent auditors' report thereon, and file its
         Form 10-K for the year then ended. Accordingly, the Company
         has not completed its review of quarterly results for the
         period ended March 31, 2002 and is unable to quantify and
         discuss any significant changes of operations from the
         corresponding prior period.


                          OLYMPUS COMMUNICATIONS, L.P.
                           OLYMPUS CAPITAL CORPORATION
                  (Name of Registrant as specified in Charter)

         has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized, on May 15, 2002.

                                               OLYMPUS COMMUNICATIONS, L.P.

                                               By:  ACC OPERATIONS, INC.
                                                    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