To the Board of Directors of
TWI Cable Inc.
We have audited the combined balance sheets of the Picayune MS, LaFourche
LA, St. Tammany LA, St. Landry LA, Pointe Coupee LA, and Jackson TN cable
television systems, (collectively, the "Combined Systems") included in TWI
Cable Inc. ("TWI Cable'), as of December 31, 1996 and 1997, and the related
combined statements of operations, changes in net assets and cash flows for
the years then ended, and we have audited the combined statements of
operations and cash flows for the year ended December 31, 1995 of the
Predecessor Combined Systems, and have issued our reports thereon dated March
16, 1998 (included elsewhere in this Registration Statement). Our audits
included the financial statement schedule listed in Item 21 of this
Registration Statement. This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
Ernst & Young LLP
New York, New York
March 16, 1998