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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                   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) December 7, 1999
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                          ARAHOVA COMMUNICATIONS, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                    0-16899                 25-1844576
      (State or Other       (Commission File Number)      (I.R.S. Employer
      Jurisdiction of                                  Identification Number)
      Incorporation)

                             One North Main Street
                           Coudersport, PA 16915-1141
              (Address of principal executive offices)  (Zip Code)
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       Registrant's telephone number, including area code (814) 274-9830

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  This Amendment No. 1 amends the current report on Form 8-K dated December 7,
1999 and originally filed on December 22, 1999 by adding Item 7, consisting of
financial statements of TCI Century Systems and pro forma financial
information.

  The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in or
incorporated into this Form 8-K/A is forward-looking, such as information
relating to future capital raising or relating to the effects of future
mergers and acquisitions. These "forward-looking statements" can be identified
by the use of forward-looking terminology such as "believes", "expects",
"may", "will", "should", "intends" or "anticipates" or the negative thereof or
other variations thereon or comparable terminology or by discussions of
strategy that involve risks and uncertainties. Another form of forward-looking
statement can be characterized by an assumption (using terminology such as "as
if" or "gives effect to") that an event occurs at the beginning of a financial
period presented, with a corresponding effect throughout the period, even
though the event had actually occurred after the beginning of such period or
has not yet actually occurred at all. Any such forward-looking information
involves important risks and uncertainties that could significantly affect
expected results in the future from those expressed in any forward-looking
statements made by, or on behalf of, Arahova Communications, Inc. ("Arahova").
These risks and uncertainties include, but are not limited to, uncertainties
relating to economic conditions; the availability and cost of capital;
acquisitions and divestitures; government and regulatory policies; the pricing
and availability of equipment, materials, inventories and programming;
technological developments; the costs and other effects, such as expansion and
integration issues, of mergers and acquisitions; year 2000 issues; and changes
in the competitive environment in which Arahova operates. Persons reading this
Form 8-K/A are cautioned that no assurance can be given that any particular
future results will be achieved, and that actual events or results may differ
materially as a result of the risks and uncertainties facing Arahova.

Item 7. Financial Statements and Exhibits

  (c) Exhibits



 Exhibit No.                             Description
 -----------                             -----------
          
    99.01    Independent Auditors' Report by KPMG LLP to the Board of Directors
             of Tele-Communications, Inc. dated February 14, 2000, and the
             combined financial statements of TCI Century Systems as of
             December 31, 1998 and for the year ended December 31, 1998. (Filed
             Herewith)

    99.02    Unaudited combined financial statements for TCI Century Systems
             for the nine months ended September 30, 1999. (Filed Herewith)

    99.03    Unaudited pro forma condensed consolidated financial information
             for Arahova Communications, Inc. as of November 30, 1999 and for
             the year ended May 31, 1999 and the six months ended November 30,
             1999. (Filed Herewith)


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                                   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: February 22, 2000

                                     ARAHOVA COMMUNICATIONS, INC.
                                     (Registrant)

                                                 /s/ Timothy J. Rigas
                                     By: ______________________________________
                                                   Timothy J. Rigas
                                         Executive Vice President (authorized
                                                       officer),
                                            Chief Financial Officer, Chief
                                                      Accounting
                                                 Officer and Treasurer

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