REPORT OF INDEPENDENT AUDITORS
The Management Committee
TWFanch-one Co. and TWFanch-two Co.
We have audited the accompanying combined balance sheets of Fanch Cable
Systems (comprised of components of TWFanch-one Co. and TWFanch-two Co.), as of
December 31, 1998 and 1997, and the related combined statements of operations,
net assets and cash flows for the years then ended. These financial statements
are the responsibility of Fanch Cable System's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Fanch Cable Systems
at December 31, 1998 and 1997, and the combined results of its operations and
its cash flows for the years then ended in conformity with generally accepted
/s/ ERNST & YOUNG LLP
March 11, 1999
except for Notes 1 and 8, as to which the dates are
May 12, 1999 and June 22, 1999, respectively