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S-4
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4 on 04/01/1999
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  or (2) a financial institution holding the New Note on behalf of the
  beneficial owner certifies, under penalties or perjury, that such statement
  has been received by it and furnishes a paying agent with a copy thereof.
  Under recently finalized Treasury regulations (the "Final Regulations"),
  the statement requirement referred to in (b)(i)(D) above may also be
  satisfied with other documentary evidence for interest paid after December
  31, 1999, with respect to an offshore account or through certain foreign
  intermediaries.
 
     (iii) No withholding of United States federal income tax will be
  required with respect to any gain or income realized by a Non-United States
  Holder upon the sale, exchange or other disposition of a New Note.
 
     (iv) If a Non-United States Holder cannot satisfy the requirements of
  the Portfolio Interest Exception described in (i) above, payments of
  interest made to such Non-United States Holder will be subject to a 30%
  withholding tax unless the beneficial owner of the New Note provides the
  Issuers or their paying agent, as the case may be, with a properly executed
  (1) IRS Form 1001 (or successor form) claiming an exemption from
  withholding under the benefit of a tax treaty or (2) IRS Form 4224 (or
  successor form) stating that interest paid on the New Note is not subject
  to withholding tax because it is U.S. trade or business income to the
  beneficial owner. Under the Final Regulations, Non-United States Holders
  will generally be required to provide IRS Form W-8 instead of IRS Form 1001
  and IRS Form 4224, although alternative documentation may be applicable in
  certain situations.
 
     (c) If interest, including OID, on the New Note is U.S. trade or
  business income to the beneficial owner, the Non-United States Holder,
  although exempt from the withholding tax discussed above, will be subject
  to United States federal income tax on such interest, including OID, on a
  net income basis in the same manner as if it were a United States Holder.
  In addition, if such holder is a foreign corporation, it may be subject to
  a branch profits tax equal to 30% of its effectively connected earnings and
  profits for the taxable year, subject to adjustments. For this purpose,
  interest, including OID, on a New Note will be included in such foreign
  corporation's earnings and profits.
 
     (d) Any gain or income realized upon the sale, exchange, redemption,
  retirement or other disposition of a New Note generally will not be subject
  to United States federal income tax unless (i) such gain or income is U.S.
  trade or business income, or (ii) in the case of a Non-United States Holder
  who is an individual, such individual is present in the United States for
  183 days or more in the taxable year of such sale, exchange, retirement or
  other disposition, and certain other conditions are met.
 
Information Reporting and Backup Withholding
 
   In general, information reporting requirements will apply to certain
payments of principal, interest and OID paid on New Notes and to the proceeds
of the sale of a New Note made to United States Holders other than certain
exempt recipients (such as corporations). A 31% backup withholding tax will
apply to such payments if the United States Holder fails to provide a correct
taxpayer identification number or certification of foreign or other exempt
status or fails to report in full dividend and interest income.
 
   In general, no information reporting or backup withholding will be required
with respect to payments made by the Issuers or any paying agent to Non-United
States Holders if a statement described in (b)(i)(D) under "Non-United States
Holders" has been received (and the payor does not have actual knowledge that
the beneficial owner is a United States person).
 
   In addition, backup withholding and information reporting may apply to the
proceeds of the sale of a New Note within the United States or conducted
through certain U.S. related financial intermediaries unless the statement
described in (b)(i)(D) under "Non-United States Holders" has been received (and
the payor does not have actual knowledge that the beneficial owner is a United
States person) or the holder otherwise establishes an exemption.
 
   Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules may be returned or credited against the holder's U.S.
Federal income tax liability, provided that the required information is
furnished to the IRS.
 
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