This Registration Statement covers the registration of $163,175,000
aggregate Principal Amount at Maturity of 10% Senior Discount Notes due 2008
(the "New Notes"), which are being issued by Renaissance Media (Louisiana)
LLC, Renaissance Media (Tennessee) LLC and Renaissance Media Capital
Corporation (collectively, the "Obligors") and guaranteed by Renaissance Media
Group LLC (the "Guarantor") in exchange for 10% Senior Discount Notes due 2008
with terms substantially identical to the New Notes (the "Old Notes"). The Old
Notes were previously issued and sold by the Obligors and guaranteed by the
Guarantor in an offering exempt from the registration requirements of the
Securities Act of 1933, as amended. The complete Prospectus contained herein
relates to the issuance and exchange of the New Notes for the Old Notes.
Immediately following the complete Prospectus are certain alternate pages of
the Prospectus, which will be included in the prospectus relating to certain
marketing-making activities with respect to the New Notes, which may, from
time to time, be carried out by Morgan Stanley & Co. Incorporated (the
"Market-Making Prospectus"). The two prospectuses will be identical in all
respects, except for the front cover page and the Plan of Distribution and
except for the fact that the Market-Making Prospectus will not contain the
information in the Prospectus Summary and under the caption "Risk Factors"
relating to the Exchange Offer, the information under the captions "The
Exchange Offer" and "Material United States Federal Income Tax Consequences"
will be deleted and certain conforming changes will be made to delete
references to the Exchange Offer and federal tax considerations. The
prospectus for the Exchange Offer follows immediately after this Explanatory
Note. Following such prospectus are the form of the alternative cover page and
Plan of Distribution section for the Market-Making Prospectus and alternative
pages covering conforming changes.