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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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                              activities may be a statutory underwriter. Each
                              Participating Broker-Dealer that receives New
                              Notes for its own account pursuant to the
                              Exchange Offer must acknowledge that it will
                              deliver a prospectus in connection with any
                              resale of such New Notes. The Letter of
                              Transmittal states that by so acknowledging and
                              by delivering a prospectus, a Participating
                              Broker-Dealer will not be deemed to admit that it
                              is an "underwriter" within the meaning of the
                              Securities Act. This Prospectus, as it may be
                              amended or supplemented from time to time, may be
                              used by any person subject to the prospectus
                              delivery requirements of the Securities Act
                              (other than an Excluded Participating Broker-
                              Dealer). The Obligors have agreed that, for a
                              period of up to 180 days, they will use their
                              reasonable best efforts to keep the Exchange
                              Offer Registration Statement effective and to
                              amend and supplement this Prospectus in order to
                              permit this Prospectus to be lawfully delivered
                              by all persons subject to the prospectus delivery
                              requirements of the Securities Act (provided
                              that, as set forth in the Letter of Transmittal,
                              such persons shall have acknowledged that they
                              may be subject to such requirements and have
                              undertaken to use their reasonable best efforts
                              to notify Holdings when they are no longer
                              subject to such requirements). See "Plan of
                              Any holder who is an "affiliate" of the Obligors
                              (within the meaning of Rule 405 under the
                              Securities Act), who does not acquire the New
                              Notes in the ordinary course of business or who
                              tenders in the Exchange Offer for the purpose of
                              participating in a distribution of the New Notes
                              could not rely on the position of the staff of
                              the Commission enunciated in the above-mentioned
                              no-action letters and, in the absence of an
                              exemption therefrom, must comply with the
                              registration and prospectus delivery requirements
                              of the Securities Act in connection with any
                              resale transaction. Failure to comply with such
                              requirements in such instance may result in such
                              holder incurring liability under the Securities
                              Act for which the holder is not indemnified by
                              the Obligors.
Expiration Date.............  5:00 p.m., New York City time, on      , 1998
                              unless the Exchange Offer is extended, in which
                              case the term "Expiration Date" means the latest
                              date and time to which the Exchange Offer is
Accreted Value on the New
 Notes and the Old Notes....  Each New Note will have an Accreted Value equal
                              to that of the Old Note for which it is
Conditions to the Exchange    The Exchange Offer is subject to certain
 Offer......................  customary conditions, which may be waived by the
                              Obligors. See "The Exchange Offer--Conditions."
Procedures for Tendering      Each holder of Old Notes wishing to accept the
 Old Notes..................  Exchange Offer must complete, sign and date the
                              accompanying Letter of Transmittal, or a
                              facsimile thereof or transmit an Agents' Message