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

                           Form of Certificate to Be
                          Delivered in Connection with
                   Transfers to Non-QIB Accredited Investors

                                                              ____________, ____

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")

Dear Sirs:

     In connection with our proposed purchase of $_____________ aggregate
principal amount at maturity of the Notes, we confirm that:

     1.  We understand that any subsequent transfer of the Notes is subject to
certain restrictions and conditions set forth in the Indenture dated as of April
9, 1998 (the "Indenture") relating to the Notes and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes except in
compliance with such restrictions and conditions and the Securities Act of 1933,
as amended (the "Securities Act").

     2.  We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as permitted in the following sentence.  We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell any Notes within the time period referred to in Rule
144(k) of the Securities Act, we will do so only (A) to Renaissance Media Group
LLC or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a "qualified institutional buyer" (as defined therein), (C) to
an institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the Company a signed letter substantially in the form of this letter
and, if such transfer is in respect of an aggregate accreted value of Notes at
the time of transfer of less than $100,000, an opinion of counsel acceptable to
the Company that such transfer is in compliance with the Securities Act, (D)
outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided