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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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                                                                    EXHIBIT 99.4

                           KIRKPATRICK & LOCKHART LLP
                              1500 Oliver Building
                      Pittsburgh, Pennsylvania 15222-2312
                            Telephone (412) 355-6500
                           Facsimile (412) 355-6501`
                                   www.kl.com

                                  May 26, 1999



Avalon Cable of Michigan, Inc.
800 Third Street, Suite 3100
New York, New York 10022

Ladies and Gentlemen:

     You have requested our opinion concerning the matters set forth below
relating to the Supplemental Indenture dated as of March 26, 1999 (the
"Supplemental Indenture"), by and among Avalon Cable LLC, a Delaware limited
liability company ("Avalon LLC"), Avalon Cable of Michigan Holdings, Inc., a
Delaware corporation ("Michigan Holdings"), Avalon Cable Holdings Finance, Inc.,
a Delaware corporation ("Avalon Finance"), Avalon Cable of Michigan, Inc., a
Pennsylvania corporation ("Avalon-Pennsylvania"), and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee") under the Indenture
dated as of December 10, 1998, by and among Michigan Holdings, Avalon LLC,
Avalon Finance, and the Trustee, providing for the issuance of an aggregate
principal amount at issuance of up to $160.4 million of 11-7/8% Senior Discount
Notes due 2008 (the "Notes").

     In connection with rendering the opinions set forth below, we have examined
the Supplemental Indenture.  As to certain
 matters of fact that are material to
our opinions we have also examined and relied on certificates of public
officials and certificates of the Chief Executive Officer, President and
Secretary of Avalon-Pennsylvania (the "Officer's Certificates").  Copies of the
Officer's Certificates have previously been furnished to you.  We have not
independently established any of the facts so relied on.  With your permission,
we have made no factual investigation other than our review of the documents
referenced above.

     We have assumed that each document submitted to us is accurate and
complete, that each such document that is an original is authentic, that each
such document that is a copy conforms to an authentic original, that all
signatures on each such document are genuine, and that no changes in the facts
certified in the Officer's Certificates or certificates of public officials have
occurred or will occur after their respective dates.  We have assumed that
Avalon-Pennsylvania's Articles of Incorporation and Bylaws (the "Charter
Documents") and all amendments to such Charter Documents have been adopted in
accordance with all applicable legal requirements.  We have also assumed that
each natural person who has taken any action relevant to any of our opinions in
the