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SEC Filings

AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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To the Board of Managers of
Avalon Cable of Michigan, Inc. and Subsidiaries

   In our opinion, the accompanying consolidated balance sheet and the related
consolidated statement of operations, shareholders' equity and cash flows
present fairly, in all material respects, the financial position of Avalon
Cable of Michigan, Inc. and subsidiaries (collectively, the "Company") at
December 31, 1998, and the results of their operations, changes in
shareholders' equity and their cash flows for the period from June 2, 1998
(inception) to December 31, 1998, in conformity with generally accepted
accounting principles. The financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

New York, New York
March 30, 1999