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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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                               The Exchange Offer

The Exchange Offer........
                            The issuers are offering to exchange $196,000,000
                            aggregate principal amount at maturity of 11 7/8%
                            senior discount notes which have been registered
                            under the Securities Act of 1933 for $196,000,000
                            aggregate principal amount at maturity of their
                            outstanding 11 7/8% senior discount notes due 2008
                            which were issued in December 1998.

                            The new notes are substantially identical to the
                            old notes, except that some of the transfer
                            restrictions and registration rights relating to
                            the old notes do not apply to the new notes.

Expiration Date...........  The exchange offer will expire at 5:00 p.m., New
                            York City time, on             , 1999, unless we
                            extend it.

Withdrawal Rights.........  You may withdraw your tender of your notes at any
                            time before 5:00 p.m., New York City time, on the
                            expiration date of the exchange offer.

Conditions of the
Exchange Offer............  The exchange offer is subject to customary
                            conditions, which the issuers may waive. Please
                            read "The Exchange Offer--Conditions" section of
                            this prospectus for more information regarding
                            conditions of the exchange offer.

Procedures for Tendering
Old Notes.................
                            If you are a holder of old notes and wish to accept
                            the exchange offer, you must either:

                            (a) complete, sign and date the accompanying letter
                                of transmittal, or a facsimile thereof and mail
                                or otherwise deliver the documentation,
                                together with your old notes, to the exchange
                                agent at the address shown under "The Exchange
                                Offer--Exchange Agent;" or

                            (b) arrange for The Depository Trust Company to
                                transmit the required information to the
                                exchange agent for this exchange offer in
                                connection with a book-entry transfer.

Certain United States
Federal Income Tax
Consequences..............  Your exchange of old notes for new notes in the
                            exchange offer will not result in any gain or loss
                            to you for federal income tax purposes. See the
                            "Certain United States Federal Income Tax
                            Consequences" section of this prospectus.

Consequences of Failure
to Exchange...............

                            Old notes that are not exchanged will continue to
                            be subject to the existing transfer restrictions
                            after the exchange offer. The issuers will have no
                            further obligation to register the old notes. If
                            you do not participate in the exchange offer, the
                            liquidity of your notes could be adversely

Procedures for Beneficial   If you are the beneficial owner of old notes
Owners....................  registered in the name of a broker, dealer or other
                            nominee and you wish to tender your notes, you
                            should contact the person in whose name your notes
                            are registered and promptly instruct the person to
                            tender on your behalf.