content: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                  ------------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  
  
  Date of report (Date of earliest event reported)  March 16, 2004
                                                  ------------------------------
  
                              ML MEDIA PARTNERS, L.P.
  ------------------------------------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
           Delaware                        0-14871                   13-332 1085
  ------------------------------------------------------------------------------
  (State or Other Jurisdiction of   (Commission File Number)     (IRS Employer
  Incorporation)                                               Identification No.)
  
  
            Four World Financial Center
            New York, New York                                              10080
  -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                             (Zip Code)
  
  Registrant's telephone number, including area code               800-288-3694
  
  
  ------------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
  
  <PAGE>
  
  
  Item 5.           Other Events and Required FD Disclosure.
  
       On March 16,  2004,  James C.  Vaughn,  M/C Venture  Partners  V, L.P.  and
  Wachovia  Capital  Partners 2004, LLC (together,  the "Vaughn Group") executed a
  letter agreement with ML Media Partners,  L.P. (the  "Partnership") in which the
  Vaughn Group indicated its interest in purchasing all of the equity interests in
  Century-ML  Cable  Venture (the "Joint  Venture")  for a purchase  price of $625
  million,  plus the  amount  of the Joint  Venture's  working  capital  as of the
  closing  date (less the  remaining  cost of the  rebuild of the Joint  Venture's
  cable systems).
  
       The  indication  of interest  creates no binding  obligation  on the Vaughn
  Group with respect to the purchase of the interests. The Vaughn Group has done a
  preliminary  due diligence  investigation  of the Joint Venture's cable systems,
  but the  letter  agreement  contemplates  the Vaughn  Group  would need up to an
  additional  60 days to  complete  its  investigation.  On  April  5,  2004,  the
  Partnership  asked  the  Bankruptcy  Court  in the  Joint  Venture's  bankruptcy
  proceedings  to  order  Adelphia  Communications  Corporation  ("Adelphia")  and
  Century  Communications  Corp.  ("Century") to cooperate in making the books and
  records of the Joint Venture, which are maintained by Century,  available to the
  Vaughn Group.
  
       The letter agreement  contemplates that during the due diligence period the
  Vaughn  Group and the  Partnership  would  negotiate  the terms of a  definitive
  purchase agreement, and sets forth the parties' discussions to date with respect
  to certain of the terms of the purchase agreement.
  
       Consummation  of the sale of the  interests  in the  Joint  Venture  to the
  Vaughn  Group would  require  either  approval of Adelphia or  Bankruptcy  Court
  approval of a Plan of  Reorganization  of the Joint  Venture  providing for such
  sale;  Adelphia has advised the Partnership  that Adelphia would not approve the
  sale and that Adelphia would object to such a Plan of Reorganization.
  
       Under the letter  agreement,  the  Partnership  agreed  that,  for a period
  commencing on the execution of the letter agreement and ending 60 days after the
  Diligence  Date,  the  Partnership  will not discuss or  negotiate a sale of the
  systems with any other person, except Adelphia. The "Diligence Date" is the date
  on which Adelphia and Century agree, or are ordered by the Bankruptcy  Court, to
  cooperate  with  the  Vaughn  Group's  due  diligence;   provided  however,  the
  Partnership may terminate the exclusivity  period if the Diligence Date does not
  occur by April 15, 2004.
  
       There can be no assurances  that the Vaughn  Group,  after it completes its
  due diligence investigation,  will determine to proceed with the purchase of the
  interests  in the Joint  Venture,  that the Vaughn Group will be  successful  in
  obtaining the financing required for the purchase,  that a definitive  agreement
  on the terms discussed and otherwise acceptable to the parties will be executed,
  or that either the sale will be approved by Adelphia or a Plan of Reorganization
  providing for the sale will be approved.
  
           A copy of the letter agreement is attached as Exhibit 1.
  
  <PAGE>
  
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
  
            (c)      Exhibits.
  
                     10.1     Indication of Interest dated March 16, 2004
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                          ML MEDIA PARTNERS, L.P.
  
                                          By:  Media Management Partners
  
                                          By:  RP Media Management
  
                                          By:  IMP Media Management, Inc.
  
  Dated:  April 6, 2004                   By   /s/Elizabeth McNey Yates
                                             -----------------------------
                                               Elizabeth McNey Yates
  
  <PAGE>
  
  
  
                                                                         Exhibit 1
  
                                   James C. Vaughn
                            M/C VENTURE PARTNERS V, L.P.
                         WACHOVIA CAPITAL PARTNERS 2004, LLC
  
  
  
  March 16, 2004
  ML Media Partners, L.P.
  444 Madison Avenue, Suite 703
  New York, New York 10022
  Ladies and Gentlemen:
  
  This will  confirm our  interest in  purchasing  all of the  outstanding  equity
  interests in Century-ML Cable Venture (the  "Joint-Venture").  We have carefully
  reviewed and discussed  with you all of the  information  regarding the business
  and assets of the Joint  Venture  that has been  provided to us to date,  and on
  that basis we believe that the value of the cable  television  systems  owned by
  the Joint Venture (the  "Systems"),  and the amount that we would be prepared to
  pay for the  Systems,  is $625  million  plus the amount of the Joint  Venture's
  working capital (less the remaining cost of the proposed rebuild of the systems)
  as of the date of the closing of the purchase.
  
  As you know, however,  we have not conducted a full due diligence  investigation
  of the assets and business of the Systems.  Accordingly, it is our understanding
  that (a) as soon as  practicable,  you will seek to  arrange  with  Adelphia  to
  permit us and our counsel, accountants and other representatives to conduct such
  investigation  of the  Systems  and the books,  records  and assets of the Joint
  Venture and its  subsidiary as we may  determine  desirable and (b) if, within a
  reasonable  time,  Adelphia  fails  or  refuses  to  permit  us to  conduct  due
  diligence,  you will seek a court  order  from the  Bankruptcy  Court  requiring
  Adelphia  to do so.  Concurrently  with the conduct of due  diligence,  we would
  commence the negotiation of a definitive  purchase  agreement  containing all of
  the  terms  of  the  purchase  and  sale.  We  expect  that  the  due  diligence
  investigation  would take up to 60 days, at the end of which it is expected that
  the purchase and sale agreement will be executed.
  
  Assuming the  satisfactory  conclusion  of our due diligence  investigation,  we
  would be prepared to make a  substantial  equity  commitment  to the  purchasing
  entity in an amount that we believe  sufficient to enable the purchasing  entity
  to obtain the additional financing necessary to consummate the purchase.
  
  M/C Venture Partners and Wachovia  Capital  Partners have substantial  resources
  and  considerable  experience in transactions of this kind. M/C Venture Partners
  is a private equity firm that has been investing in the communications and media
  industry for over two decades.  Since 1982, its partners have invested over $1.5
  billion of equity in a number of  telecommunications  and media ventures.  M/C's
  general  partners  played  a key  role in  assisting  these  companies  to raise
  billions of dollars in additional  equity and debt financing in order to execute
  their business plans.  Representative investments made by M/C's general partners
  
  
  <PAGE>
  
  
  include  Brooks  Fiber,  Quancomm,  Western  Wireless,  Metro PCS,  Triton  PCS,
  Telecorp,  Simmons Cable and Triad  Cellular.  In addition,  M/C's  partners and
  Wachovia have worked together  extensively on a number of investments  including
  FrontierVision Cable Partners,  who's CEO was Jim Vaughn.  FrontierVision raised
  $225  million of equity  and over $1 billion of debt in the course of  acquiring
  over 700,000 subscribers.
  
  M/C  Venture  Partners  acts as lead  investor  and has  substantial  experience
  working with  entrepreneurs  to arrange equity and debt financing from prominent
  institutions  to acquire and grow  communications  companies.  M/C is  currently
  investing M/C Venture Partners V, a $550 million private equity fund raised from
  institutional  investors  including  the nation's  largest  state and  corporate
  pensions  funds,   prominent  university   endowments  and  strategic  financial
  institutions.
  
  Wachovia  Capital  Partners  is the  private  equity  and  mezzanine  investment
  affiliate of Wachovia Corporation,  the fifth largest bank in the U.S. with over
  $400  billion  in  assets  and $60  billion  in market  capitalization.  WCP has
  invested  over $2.7 billion in more than 150  companies  since its  inception in
  1988 and  currently  manages  a  portfolio  in excess  of $1  billion  in direct
  investments.  WCP has developed  in-depth expertise and a proven track record of
  success  across  multiple  sectors of the media and  communications  industries,
  including cable,  radio and television  broadcasting,  and wireline and wireless
  telecommunications.  Representative  current and previous  investments  include:
  FrontierVision,   Transwestern  Publishing,  Marcus  Cable,  NEP  Supershooters,
  NewSouth  Communications,  Intralink  Partners,  Triton PCS, American  Cellular,
  Bloomington Broadcasting, and NewWave Communications.
  
  James C.  Vaughn,  a 40-plus  years  veteran of the cable and  telecommunication
  industries,  held  various  engineering  and senior  management  positions  with
  Viacom, Cox and Triax Communications. Mr. Vaughn founded FrontierVision in 1994;
  building a top 20 MSO,  ending with over  700,000  subscribers  through  40-plus
  acquisitions. FrontierVision was sold to Adelphia in late 1999 for $2.1 billion.
  Mr. Vaughn will serve as Chairman of the acquiring entity.
  
  We recognize  that on September  30, 2002 the Joint  Venture  filed a bankruptcy
  petition under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the
  Southern  District of New York (the "Bankruptcy  Court") and that, in accordance
  with procedures to be established by the Bankruptcy  Court,  consummation of the
  purchase  pursuant to the  definitive  purchase  agreement  will be subject to a
  higher and better bid.  Accordingly,  we would expect the purchase  agreement to
  provide that, if the Systems are sold pursuant to a higher and better bid, or if
  ML Media and Adelphia  agree on a Plan of  Reorganization  that does not include
  consummation of the transaction  pursuant to the definitive  purchase agreement,
  the purchaser entity would be entitled to receive a break-up fee.
  
  The definitive  purchase  agreement will contain terms and conditions  customary
  under the circumstances,  including customary representations and warranties. In
  addition, the purchase agreement will contain the customary covenants, including
  indemnification  provisions  (and a  related  indemnity  escrow)  and  covenants
  prohibiting the transfer of assets prior to the closing; covenants regarding the
  conduct of the business in the ordinary  course between the date of execution of
  the agreement and the closing;  and the customary conditions to the consummation
  
  
  <PAGE>
  
  
  of the transaction and other conditions  necessitated by the pending  bankruptcy
  proceeding,  including  that  the  form and  substance  of any  plan and  orders
  approving the transaction are reasonably  acceptable to us. As noted above,  the
  purchase  agreement  will contain a break up fee provision.  We recognize  that,
  under  the   circumstances,   our   indemnification   remedy  with   respect  to
  misrepresentation  or breach of  warranty  will be  limited to the amount of the
  indemnity escrow account.
  
  We expect that the  definitive  purchase  agreement  will  provide for an escrow
  deposit to be made by the purchaser upon execution of the Purchase Agreement. We
  would also expect to deliver to the Joint Venture upon execution of the purchase
  agreement  financing  commitments from institutions and financially  responsible
  individuals  covering a sufficient  portion of the purchase price to provide you
  with  reasonable  assurance  that at the  closing  the  purchaser  will have the
  financial resources necessary to consummate the purchase.
  
  The  confidentiality  agreements  previously  executed by each of us,  copies of
  which are attached, shall continue to be binding upon each of us.
  
  Except as  otherwise  expressly  provided  herein,  whether or not the  proposed
  transaction is consummated, the parties shall bear their own respective expenses
  in connection with the negotiation and consummation of the transaction.
  
  You have  assured  us that you are not  negotiating  with  anyone  other than us
  concerning  the sale of all of the equity  interests in the Joint Venture or the
  business and assets of the Joint Venture. In consideration of the undertaking by
  us of the  substantial  legal,  accounting  and other  expenses  relating to the
  proposed transaction, during the period (the "Exclusivity Period") from the date
  hereof until 60 days after the Diligence  Date (as defined  below) you shall not
  directly or indirectly  enter into any  arrangement or pursue any discussions or
  negotiations  with anyone other than us concerning the sale of all of the equity
  interests in the Joint Venture or the business and assets of the Joint  Venture.
  You may,  however,  at any time during the  Exclusivity  Period,  or thereafter,
  negotiate or enter into an agreement  with  Adelphia  regarding  the purchase of
  your interest in the Joint Venture by Adelphia,  the Joint  Venture,  or a third
  party, but if during the Exclusivity  Period you enter into a binding  agreement
  with respect to any such sale, you shall,  in full discharge of all  obligations
  and liability to any of us, reimburse us for the out-of-pocket costs (including,
  without  limitation,  professional fees) reasonably  incurred by us prior to the
  date of termination in connection with this agreement and the proposed purchase.
  As used in this  agreement,  the  Diligence  Date is the date on which  Adelphia
  agrees, or the Bankruptcy Court orders Adelphia,  to cooperate with us to enable
  us to do our due  diligence.  Notwithstanding  the  foregoing,  you will  either
  terminate or extend the  Exclusivity  Period,  and shall have no  obligation  to
  reimburse  us for  out-of-pocket  expenses,  if (1) the  Diligence  Date has not
  occurred  within 30 days from the date  hereof,  or (2)  within 30 days from the
  Diligence  Date  we do not  have  written  indications  of  interest  (including
  indications  from  Wachovia  Capital  Partners and M/C Venture  Partners) for at
  least $200  million of equity  capital to be used to finance the purchase of the
  Systems.  Your  signature to this letter will  constitute  your  agreement to be
  bound by the provisions of this paragraph.
  
  <PAGE>
  
  Except as set forth in the immediately  preceding paragraph,  this letter is not
  intended to be legally binding on you or any of us.
  
                                           WACHOVIA CAPITAL PARTNERS 2004, LLC
  
  
  
                                           By:     /s/ Arthur C. Roselle
                                               ----------------------------------
                                           Arthur C. Roselle
                                           Partner
  
  
  
                                           M/C VENTURE PARTNERS V, L.P.
  
  
  
                                           By:     /s/ John O. Van Hooser
                                              -----------------------------------
                                           John O. Van Hooser
                                           General Partner
  
  
  
                                                  /s/ James C. Vaughn
                                           --------------------------------------
                                           James C. Vaughn
  
  
  
  ACKNOWLEDGED:
  ML MEDIA PARTNERS, L.P.
  
  By:    /s/ Elizabeth McNey Yates
     --------------------------------------
  Elizabeth McNey Yates
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text: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                  ------------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  Date of report (Date of earliest event reported)  March 16, 2004
                                                  ------------------------------
  
                              ML MEDIA PARTNERS, L.P.
  ------------------------------------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
           Delaware                        0-14871                   13-332 1085
  ------------------------------------------------------------------------------
  (State or Other Jurisdiction of   (Commission File Number)     (IRS Employer
  Incorporation)                                               Identification No.)
  
            Four World Financial Center
            New York, New York                                              10080
  -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                             (Zip Code)
  
  Registrant's telephone number, including area code               800-288-3694
  
  ------------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  Item 5.           Other Events and Required FD Disclosure.
  
       On March 16,  2004,  James C.  Vaughn,  M/C Venture  Partners  V, L.P.  and
  Wachovia  Capital  Partners 2004, LLC (together,  the "Vaughn Group") executed a
  letter agreement with ML Media Partners,  L.P. (the  "Partnership") in which the
  Vaughn Group indicated its interest in purchasing all of the equity interests in
  Century-ML  Cable  Venture (the "Joint  Venture")  for a purchase  price of $625
  million,  plus the  amount  of the Joint  Venture's  working  capital  as of the
  closing  date (less the  remaining  cost of the  rebuild of the Joint  Venture's
  cable systems).
  
       The  indication  of interest  creates no binding  obligation  on the Vaughn
  Group with respect to the purchase of the interests. The Vaughn Group has done a
  preliminary  due diligence  investigation  of the Joint Venture's cable systems,
  but the  letter  agreement  contemplates  the Vaughn  Group  would need up to an
  additional  60 days to  complete  its  investigation.  On  April  5,  2004,  the
  Partnership  asked  the  Bankruptcy  Court  in the  Joint  Venture's  bankruptcy
  proceedings  to  order  Adelphia  Communications  Corporation  ("Adelphia")  and
  Century  Communications  Corp.  ("Century") to cooperate in making the books and
  records of the Joint Venture, which are maintained by Century,  available to the
  Vaughn Group.
  
       The letter agreement  contemplates that during the due diligence period the
  Vaughn  Group and the  Partnership  would  negotiate  the terms of a  definitive
  purchase agreement, and sets forth the parties' discussions to date with respect
  to certain of the terms of the purchase agreement.
  
       Consummation  of the sale of the  interests  in the  Joint  Venture  to the
  Vaughn  Group would  require  either  approval of Adelphia or  Bankruptcy  Court
  approval of a Plan of  Reorganization  of the Joint  Venture  providing for such
  sale;  Adelphia has advised the Partnership  that Adelphia would not approve the
  sale and that Adelphia would object to such a Plan of Reorganization.
  
       Under the letter  agreement,  the  Partnership  agreed  that,  for a period
  commencing on the execution of the letter agreement and ending 60 days after the
  Diligence  Date,  the  Partnership  will not discuss or  negotiate a sale of the
  systems with any other person, except Adelphia. The "Diligence Date" is the date
  on which Adelphia and Century agree, or are ordered by the Bankruptcy  Court, to
  cooperate  with  the  Vaughn  Group's  due  diligence;   provided  however,  the
  Partnership may terminate the exclusivity  period if the Diligence Date does not
  occur by April 15, 2004.
  
       There can be no assurances  that the Vaughn  Group,  after it completes its
  due diligence investigation,  will determine to proceed with the purchase of the
  interests  in the Joint  Venture,  that the Vaughn Group will be  successful  in
  obtaining the financing required for the purchase,  that a definitive  agreement
  on the terms discussed and otherwise acceptable to the parties will be executed,
  or that either the sale will be approved by Adelphia or a Plan of Reorganization
  providing for the sale will be approved.
  
           A copy of the letter agreement is attached as Exhibit 1.
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
  
            (c)      Exhibits.
  
                     10.1     Indication of Interest dated March 16, 2004
  SIGNATURES
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                          ML MEDIA PARTNERS, L.P.
  
                                          By:  Media Management Partners
  
                                          By:  RP Media Management
  
                                          By:  IMP Media Management, Inc.
  
  Dated:  April 6, 2004                   By   /s/Elizabeth McNey Yates
                                             -----------------------------
                                               Elizabeth McNey Yates
  Exhibit 1
  
                                   James C. Vaughn
                            M/C VENTURE PARTNERS V, L.P.
                         WACHOVIA CAPITAL PARTNERS 2004, LLC
  
  March 16, 2004
  ML Media Partners, L.P.
  444 Madison Avenue, Suite 703
  New York, New York 10022
  Ladies and Gentlemen:
  
  This will  confirm our  interest in  purchasing  all of the  outstanding  equity
  interests in Century-ML Cable Venture (the  "Joint-Venture").  We have carefully
  reviewed and discussed  with you all of the  information  regarding the business
  and assets of the Joint  Venture  that has been  provided to us to date,  and on
  that basis we believe that the value of the cable  television  systems  owned by
  the Joint Venture (the  "Systems"),  and the amount that we would be prepared to
  pay for the  Systems,  is $625  million  plus the amount of the Joint  Venture's
  working capital (less the remaining cost of the proposed rebuild of the systems)
  as of the date of the closing of the purchase.
  
  As you know, however,  we have not conducted a full due diligence  investigation
  of the assets and business of the Systems.  Accordingly, it is our understanding
  that (a) as soon as  practicable,  you will seek to  arrange  with  Adelphia  to
  permit us and our counsel, accountants and other representatives to conduct such
  investigation  of the  Systems  and the books,  records  and assets of the Joint
  Venture and its  subsidiary as we may  determine  desirable and (b) if, within a
  reasonable  time,  Adelphia  fails  or  refuses  to  permit  us to  conduct  due
  diligence,  you will seek a court  order  from the  Bankruptcy  Court  requiring
  Adelphia  to do so.  Concurrently  with the conduct of due  diligence,  we would
  commence the negotiation of a definitive  purchase  agreement  containing all of
  the  terms  of  the  purchase  and  sale.  We  expect  that  the  due  diligence
  investigation  would take up to 60 days, at the end of which it is expected that
  the purchase and sale agreement will be executed.
  
  Assuming the  satisfactory  conclusion  of our due diligence  investigation,  we
  would be prepared to make a  substantial  equity  commitment  to the  purchasing
  entity in an amount that we believe  sufficient to enable the purchasing  entity
  to obtain the additional financing necessary to consummate the purchase.
  
  M/C Venture Partners and Wachovia  Capital  Partners have substantial  resources
  and  considerable  experience in transactions of this kind. M/C Venture Partners
  is a private equity firm that has been investing in the communications and media
  industry for over two decades.  Since 1982, its partners have invested over $1.5
  billion of equity in a number of  telecommunications  and media ventures.  M/C's
  general  partners  played  a key  role in  assisting  these  companies  to raise
  billions of dollars in additional  equity and debt financing in order to execute
  their business plans.  Representative investments made by M/C's general partners
  include  Brooks  Fiber,  Quancomm,  Western  Wireless,  Metro PCS,  Triton  PCS,
  Telecorp,  Simmons Cable and Triad  Cellular.  In addition,  M/C's  partners and
  Wachovia have worked together  extensively on a number of investments  including
  FrontierVision Cable Partners,  who's CEO was Jim Vaughn.  FrontierVision raised
  $225  million of equity  and over $1 billion of debt in the course of  acquiring
  over 700,000 subscribers.
  
  M/C  Venture  Partners  acts as lead  investor  and has  substantial  experience
  working with  entrepreneurs  to arrange equity and debt financing from prominent
  institutions  to acquire and grow  communications  companies.  M/C is  currently
  investing M/C Venture Partners V, a $550 million private equity fund raised from
  institutional  investors  including  the nation's  largest  state and  corporate
  pensions  funds,   prominent  university   endowments  and  strategic  financial
  institutions.
  
  Wachovia  Capital  Partners  is the  private  equity  and  mezzanine  investment
  affiliate of Wachovia Corporation,  the fifth largest bank in the U.S. with over
  $400  billion  in  assets  and $60  billion  in market  capitalization.  WCP has
  invested  over $2.7 billion in more than 150  companies  since its  inception in
  1988 and  currently  manages  a  portfolio  in excess  of $1  billion  in direct
  investments.  WCP has developed  in-depth expertise and a proven track record of
  success  across  multiple  sectors of the media and  communications  industries,
  including cable,  radio and television  broadcasting,  and wireline and wireless
  telecommunications.  Representative  current and previous  investments  include:
  FrontierVision,   Transwestern  Publishing,  Marcus  Cable,  NEP  Supershooters,
  NewSouth  Communications,  Intralink  Partners,  Triton PCS, American  Cellular,
  Bloomington Broadcasting, and NewWave Communications.
  
  James C.  Vaughn,  a 40-plus  years  veteran of the cable and  telecommunication
  industries,  held  various  engineering  and senior  management  positions  with
  Viacom, Cox and Triax Communications. Mr. Vaughn founded FrontierVision in 1994;
  building a top 20 MSO,  ending with over  700,000  subscribers  through  40-plus
  acquisitions. FrontierVision was sold to Adelphia in late 1999 for $2.1 billion.
  Mr. Vaughn will serve as Chairman of the acquiring entity.
  
  We recognize  that on September  30, 2002 the Joint  Venture  filed a bankruptcy
  petition under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the
  Southern  District of New York (the "Bankruptcy  Court") and that, in accordance
  with procedures to be established by the Bankruptcy  Court,  consummation of the
  purchase  pursuant to the  definitive  purchase  agreement  will be subject to a
  higher and better bid.  Accordingly,  we would expect the purchase  agreement to
  provide that, if the Systems are sold pursuant to a higher and better bid, or if
  ML Media and Adelphia  agree on a Plan of  Reorganization  that does not include
  consummation of the transaction  pursuant to the definitive  purchase agreement,
  the purchaser entity would be entitled to receive a break-up fee.
  
  The definitive  purchase  agreement will contain terms and conditions  customary
  under the circumstances,  including customary representations and warranties. In
  addition, the purchase agreement will contain the customary covenants, including
  indemnification  provisions  (and a  related  indemnity  escrow)  and  covenants
  prohibiting the transfer of assets prior to the closing; covenants regarding the
  conduct of the business in the ordinary  course between the date of execution of
  the agreement and the closing;  and the customary conditions to the consummation
  of the transaction and other conditions  necessitated by the pending  bankruptcy
  proceeding,  including  that  the  form and  substance  of any  plan and  orders
  approving the transaction are reasonably  acceptable to us. As noted above,  the
  purchase  agreement  will contain a break up fee provision.  We recognize  that,
  under  the   circumstances,   our   indemnification   remedy  with   respect  to
  misrepresentation  or breach of  warranty  will be  limited to the amount of the
  indemnity escrow account.
  
  We expect that the  definitive  purchase  agreement  will  provide for an escrow
  deposit to be made by the purchaser upon execution of the Purchase Agreement. We
  would also expect to deliver to the Joint Venture upon execution of the purchase
  agreement  financing  commitments from institutions and financially  responsible
  individuals  covering a sufficient  portion of the purchase price to provide you
  with  reasonable  assurance  that at the  closing  the  purchaser  will have the
  financial resources necessary to consummate the purchase.
  
  The  confidentiality  agreements  previously  executed by each of us,  copies of
  which are attached, shall continue to be binding upon each of us.
  
  Except as  otherwise  expressly  provided  herein,  whether or not the  proposed
  transaction is consummated, the parties shall bear their own respective expenses
  in connection with the negotiation and consummation of the transaction.
  
  You have  assured  us that you are not  negotiating  with  anyone  other than us
  concerning  the sale of all of the equity  interests in the Joint Venture or the
  business and assets of the Joint Venture. In consideration of the undertaking by
  us of the  substantial  legal,  accounting  and other  expenses  relating to the
  proposed transaction, during the period (the "Exclusivity Period") from the date
  hereof until 60 days after the Diligence  Date (as defined  below) you shall not
  directly or indirectly  enter into any  arrangement or pursue any discussions or
  negotiations  with anyone other than us concerning the sale of all of the equity
  interests in the Joint Venture or the business and assets of the Joint  Venture.
  You may,  however,  at any time during the  Exclusivity  Period,  or thereafter,
  negotiate or enter into an agreement  with  Adelphia  regarding  the purchase of
  your interest in the Joint Venture by Adelphia,  the Joint  Venture,  or a third
  party, but if during the Exclusivity  Period you enter into a binding  agreement
  with respect to any such sale, you shall,  in full discharge of all  obligations
  and liability to any of us, reimburse us for the out-of-pocket costs (including,
  without  limitation,  professional fees) reasonably  incurred by us prior to the
  date of termination in connection with this agreement and the proposed purchase.
  As used in this  agreement,  the  Diligence  Date is the date on which  Adelphia
  agrees, or the Bankruptcy Court orders Adelphia,  to cooperate with us to enable
  us to do our due  diligence.  Notwithstanding  the  foregoing,  you will  either
  terminate or extend the  Exclusivity  Period,  and shall have no  obligation  to
  reimburse  us for  out-of-pocket  expenses,  if (1) the  Diligence  Date has not
  occurred  within 30 days from the date  hereof,  or (2)  within 30 days from the
  Diligence  Date  we do not  have  written  indications  of  interest  (including
  indications  from  Wachovia  Capital  Partners and M/C Venture  Partners) for at
  least $200  million of equity  capital to be used to finance the purchase of the
  Systems.  Your  signature to this letter will  constitute  your  agreement to be
  bound by the provisions of this paragraph.
  Except as set forth in the immediately  preceding paragraph,  this letter is not
  intended to be legally binding on you or any of us.
  
                                           WACHOVIA CAPITAL PARTNERS 2004, LLC
  
                                           By:     /s/ Arthur C. Roselle
                                               ----------------------------------
                                           Arthur C. Roselle
                                           Partner
  
                                           M/C VENTURE PARTNERS V, L.P.
  
                                           By:     /s/ John O. Van Hooser
                                              -----------------------------------
                                           John O. Van Hooser
                                           General Partner
  
                                                  /s/ James C. Vaughn
                                           --------------------------------------
                                           James C. Vaughn
  
  ACKNOWLEDGED:
  ML MEDIA PARTNERS, L.P.
  
  By:    /s/ Elizabeth McNey Yates
     --------------------------------------
  Elizabeth McNey Yates