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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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                                                                       EXHIBIT B
                                                                       ---------

                              Form of Certificate
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                                                               _________  , ____

United States Trust Company of New York
114 West 47/th/ Street
New York, New York  10036-1532
Attention: Corporate Trust Division: 25/th/ Floor

                     Re:  RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
        RENAISSANCE MEDIA CAPITAL CORPORATION (together, the "Company")
                                                              -------  
                     10% Senior Discount Notes due 2008 (the "Notes")
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Dear Sirs:

   This letter relates to U.S. $_______________ principal amount at maturity of
Notes represented by a Note (the "Legended Note") which bears a legend outlining
                                  -------------                                 
restrictions upon transfer of such Legended Note.  Pursuant to Section 2.01 of
the Indenture dated as of April 9, 1998 (the "Indenture") relating to the Notes,
                                              ---------                         
we hereby certify that we are (or we will hold such securities on behalf of) a
person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933, as amended.  Accordingly, you are hereby requested to exchange the
legended certificate for an unlegended certificate representing an identical
principal amount at maturity of Notes, all in the manner provided for in the
Indenture.

   You and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.  Terms used in this certificate have the meanings set
forth in Regulation S.

                                     Very truly yours,

                                     [Name of Holder]


                                     By: 
                                         ---------------------------------------
                                         Authorized Signature