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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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                                                                    EXHIBIT 99.3

                    INSTRUCTIONS TO REGISTERED HOLDER AND/OR
         BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
                                       of
                                AVALON CABLE LLC
                                      AND
                      AVALON CABLE HOLDINGS FINANCE, INC.
                     11 7/8% Senior Discount Notes Due 2008

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

   The undersigned hereby acknowledges receipt of the Prospectus, dated
[     ], 1999 (the "Prospectus") of Avalon Cable LLC, a Delaware limited
liability company ("Avalon Holdings") and Avalon Cable Holdings Finance, Inc.
("Holdings Finance" and, together with Avalon Holdings, the "Issuers"), and the
accompanying Letter of Transmittal (the "Letter of Transmittal"), that together
constitute the Issuers' offer (the "Exchange Offer"). Capitalized terms used
but not defined herein have the meanings ascribed to them in the Prospectus.

   This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to action to be taken by you relating to the Exchange
Offer with respect to the 11 7/8% Senior Discount Notes due 2008 (the "Notes")
held by you for the account of the undersigned.


 The aggregate face amount of the Notes held by you for the account of the
 undersigned is (FILL IN AMOUNT):

 $     of the 11 7/8% Senior Subordinated Notes
 due 2008.

 With respect to the Exchange Offer, the undersigned hereby instructs you
 (CHECK APPROPRIATE BOX):

 [_]TO TENDER the following Notes held by you for the account of the
    undersigned (INSERT PRINCIPAL AMOUNT OF NOTES TO BE TENDERED, IF ANY):

   $

 [_]NOT TO TENDER any Notes held by you for the account of the undersigned.


   If the undersigned instruct you to tender the Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representation and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations that (i) the
undersigned's principal residence is in the state of (fill in state)      ,
(ii) the undersigned is acquiring the New Notes in the ordinary course of
business of the undersigned, (iii) the undersigned is not engaging, does not
engage, and has no arrangement or understanding with any person to participate
in the distribution of the New Notes, (iv) the undersigned acknowledges that
any person participating in the Exchange Offer for the purpose of distributing
the New Notes must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the "Act"), in
connection with a secondary resale transaction of the New Notes acquired by
such person and cannot rely on the position of the Staff of the Securities and
Exchange Commission set forth in no-action letters that are discussed in the
section of the Prospectus entitled "The Exchange Offer--Resales of the New
Notes," and (v) the undersigned is not an "affiliate," as defined in Rule 405
under the Act, of any of the Issuers; (b) to agree, on behalf of the
undersigned, as set forth in the Letter of Transmittal; and (c) to take such
other action as necessary under the Prospectus or the Letter of Transmittal to
effect the valid tender of such Notes.