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SEC Filings

424B3
RENAISSANCE MEDIA GROUP LLC filed this Form 424B3 on 11/13/1998
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     Expenses.  Expenses increased $1.7 million, or 4.2%, to $42.0 million for
the nine months ended September 30, 1998 from $40.3 million for the nine months
ended September 30, 1997.  The increase in system operating expenses for the
nine months ended September 30, 1998 resulted primarily from increases in
programming costs due to annual price increases and the addition of new
programming services and increases in other overhead costs such as insurance,
electricity, pole rents and property taxes, offset in part by increases in
capitalized internal labor and overhead costs attributable to increased capital
projects.

     Operating Income.  Operating income increased $2.7 million to $.4 million
for the nine months ended September 30, 1998 from an operating loss of $2.3
million for the nine months ended September 30, 1997.  The increase in operating
income resulted from the increase in revenue of $4.4 million offset in part by
the increase in operating expenses of $1.7 million for the nine month period
ended September 30, 1998.

     Net Loss.  For the reasons discussed above, net loss decreased $2.7
million, or 16.5%, to $13.9 million for the nine months ended September 30, 1998
from $16.6 million for the nine months ended September 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

     The cable television business requires substantial capital for the
upgrading, expansion and maintenance of signal distribution equipment, as well
for home subscriber devices and wiring and for service vehicles.  The Company
will continue to deploy fiber optic technology and to upgrade the Systems to a
minimum of 550 MHz and to 860 MHz where system characteristics warrant.  The
deployment of fiber optic technology will allow the Company to complete future
upgrades to the Systems in a cost-effective manner.  In addition, the Company
believes that the application of digital compression technology will likely
reduce the requirement in the future for upgrades to increase capacity beyond
860 MHz.

     The working capital requirements of a cable television business are
generally not significant since subscribers are billed for services monthly in
advance, while the majority of expenses incurred (except for payroll) are paid
generally 30-60 days after their incurrence.

     The Systems' net cash provided by operations was $16.1 million for the nine
months ended September 30, 1998.  The Systems' net cash used in investing
activities was $313.8 million for the nine months ended September 30, 1998
consisting primarily of the acquisition of the Systems. Net cash provided by
financing activities was $302.8 for the nine months ended September 30, 1998
consisting primarily of the proceeds received by the Company from: (i) the
Credit Agreement, (ii) the Notes and (iii) capital contributions.

     EBITDA represents operating (loss) before depreciation and amortization.
EBITDA is not intended to be a performance measure that should be regarded as an
alternative either to operating income or net income as an indicator of
operating performance or to the statement of cash flows as a measure of
liquidity, as determined in accordance with generally accepted accounting
principles.  EBITDA is included herein because the Company believes that EBITDA
is a meaningful measure of performance as it is commonly used in the cable
television industry to analyze and compare cable television companies on the
basis of operating performance, leverage and liquidity.  In addition, the
primary debt instruments of the Company contain certain covenants, compliance
with which is measured by computations similar to determining EBITDA.  The
Company's definition of EBITDA may not be identical to similarly titled measures
by other companies.  The System's EBITDA was $13.3 and $7.0 million for the nine
months and three months ended September 30, 1998, respectively, (49.0% and 49.5%
of revenue, respectively).

     Simultaneously with the offering of the Notes:  (i) the Company received
equity contributions of $95.1 million from the Morgan Stanley Entities and $3.9
million from the Management Investors;  (ii) Renaissance Media, as borrower, and
Renaissance Louisiana, Renaissance Tennessee and Renaissance Capital, as
guarantors, entered into the Credit Agreement, consisting of $110.0 million in
Term Loans and the $40.0 million Revolver; and (iii) Renaissance Media acquired
the Systems from TWI Cable for $300.0 million in cash and the issuance to TWI
Cable of a $9.5 million equity interest in Holdings.


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