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S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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   Holders of new notes should consult their tax advisors as to their
qualification for exemption from backup withholding and the procedure for
obtaining such exemption.

                              PLAN OF DISTRIBUTION

   A Broker-Dealer who holds old notes that are Transfer Restricted Securities
and that were acquired for its own account as a result of market-making
activities or other trading activities (other than those acquired directly from
the issuers or their predecessors) may exchange such old notes in the exchange
offer; provided however, that each such Participating Broker-Dealer may be
deemed an "underwriter" under the Securities Act and therefore must deliver a
prospectus in connection with any resales of new notes received on account of
such old notes in the exchange offer. Accordingly, each Participating Broker-
Dealer that receives new notes for its own account pursuant to the exchange
offer must acknowledge that it will deliver a prospectus in connection with any
resale of such new notes. This prospectus, as it may be amended or supplemented
from time to time, may be used by a Participating Broker-Dealer in connection
with the resale of new notes received in exchange for old notes where such old
notes were acquired as a result of market-making activities or other trading
activities. The issuers have agreed that for a period of 180 days from the
consummation of the exchange offer, they will make this prospectus, as amended
or supplemented, available to any Participating Broker-Dealer for use in
connection with any such resale.

   The issuers will not receive any proceeds from any sales of the new notes by
Participating Broker Dealers. New notes received by Participating Broker-
Dealers for their own account pursuant to the exchange offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the new notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Participating Broker-Dealer and/or the purchasers of
any such new notes. Any Participating Broker-Dealer that resells the new notes
that were received by it for its own account pursuant to the exchange offer and
any broker or dealer that participates in a distribution of such new notes may
be deemed to be an "underwriter" within the meaning of the Securities Act and
any profit on any such resale of new notes and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation
under the Securities Act. The letter of transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
Participating Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

   With respect to resales of the new notes, based on interpretations by the
staff of the Commission set forth in no-action letters issued to third parties,
the issuers believe that a holder or other person who receives new notes,
whether or not such person is the holder (other than a person that is an
"affiliate" of any of the issuers within the meaning of Rule 405 under the
Securities Act) who receives new notes in exchange for old notes in the
ordinary course of business and who is not participating, does not intend to
participate, and has no arrangement or understanding with any person to
participate, in the distribution of the new notes, will be allowed to resell
the new notes to the public without further registration under the Securities
Act and without delivering to the purchasers of the new notes a prospectus that
satisfies the requirements of Section 10 of the Securities Act. However, if any
holder acquires new notes in the exchange offer for the purpose of distributing
or participating in a distribution of the new notes, such holder cannot rely on
the position of the staff of the Commission enunciated in such no-action
letters or any similar interpretive letters, and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction and such a secondary resale transaction
should be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of
Regulation S-K under the Securities Act, unless an exemption from registration
is otherwise available. Further, each Participating Broker-Dealer that receives
new notes for its own account in exchange for old notes, where such old notes
were acquired by such Participating Broker-Dealer as a result of market-making
activities or other trading activities,

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