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S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
 


<PAGE>
 
=============================================================================
                PURSUANT TO THE PROSPECTUS DATED AUGUST __, 1998:
      THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
           AUGUST __, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
=============================================================================

                          RENAISSANCE MEDIA GROUP LLC
                       RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
                     RENAISSANCE MEDIA CAPITAL CORPORATION
                                        
                             LETTER OF TRANSMITTAL

                      10% SENIOR DISCOUNT NOTES DUE 2008
                                        
            To:  U.S. Trust Company of New York, the Exchange Agent


By Registered or Certified Mail:        By Overnight Courier:
- -------------------------------         --------------------
 
U.S. Trust Company of New York          U.S. Trust Company of New York
P.O. Box 844                            770 Broadway
Cooper Station                          New York, New York  10003
New York, New York  10276-0844          Attn:  Corporate Trust, 13th Floor


By Hand:                                By Facsimile:
- -------                                 ------------
 
U.S. Trust Company of New York          (212) 780-0592
111 Broadway, Lower Level
Corporation Trust Window                Confirm by telephone:
New York, New York  10006               (800) 548-6565


     Delivery of this instrument to an address other than as set forth above or
transmission of this instrument via a facsimile number other than the one listed
above will not constitute a valid delivery.  The instructions accompanying this
Letter of Transmittal should be read carefully before this Letter of Transmittal
is completed.

     The undersigned acknowledges receipt of the Prospectus, dated August
 __, 
1998 (the "Prospectus") of Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC, Renaissance Media Capital Corporation (collectively, the
"Obligors") and Renaissance Media Group LLC (the "Guarantor") and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe the offer by
the Obligors and the Guarantor (the "Exchange Offer") to exchange $1,000
Principal Amount at Maturity of the 10% Senior Discount Notes due 2008 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to a Registration Statement, for each $1,000
Principal Amount at Maturity of their outstanding 10% Senior Discount Notes due
2008 (the "Old Notes"), of which $163,175,000 original Principal Amount at
Maturity is outstanding. The term "Expiration Date" shall mean 5:00 p.m., New
York City time, on August __, 1998, unless the Obligors and the Guarantor, in
their sole discretion, extend the Exchange Offer, in which case the term shall
mean the latest date and time to which the Exchange Offer is extended. The term
"Holder" with respect to the Exchange Offer means any person: (i) in whose name
Old Notes are registered on the books of the Obligors or any other person who
has obtained a properly completed bond power from the registered Holder or (ii)
whose Old Notes are held of record by The Depository Trust Company ("DTC") and
who desires to deliver such Old Notes by book entry transfer at DTC. Capitalized
terms used, but not defined, herein have the respective meanings set forth in
the Prospectus.

<PAGE>
 
     This Letter of Transmittal is to be used by Holders if: (i) certificates
representing Old Notes are to be physically delivered to the Exchange Agent
herewith by Holders; (ii) tender of Old Notes is to be made by book-entry
transfer to the Exchange Agent's account at DTC pursuant to the procedures set
forth in the Prospectus under "The Exchange Offer--Procedures for Tendering" by
any financial institution that is a participant in DTC and whose name appears on
a security position listing as the owner of Old Notes (such participants, acting
on behalf of Holders, are referred to herein as "Acting Holders"); or (iii)
tender of Old Notes is to be made according to the guaranteed delivery
procedures described in the Prospectus under the caption "The Exchange Offer--
Guaranteed Delivery Procedures."  See Instruction 2 below.  Delivery of
documents to DTC does not constitute delivery to the Exchange Agent.

     The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Notes must complete
this Letter of Transmittal in its entirety.

1.   [_]   CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE
           EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

     Name of Tendering Institution: ____________________________________________

     DTC Book-Entry Account No.: _______________________________________________

     Transaction Code No.: _____________________________________________________


2.   [_]   CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
           NOTICE OF GUARANTEED DELIVERY DELIVERED TO THE EXCHANGE AGENT AND 
           COMPLETE THE FOLLOWING (SEE INSTRUCTION 2):
     

     Name of Registered or Acting Holder(s): ___________________________________

     Window Ticket No. (if any): _______________________________________________

     Date of Execution of Notice of Guaranteed Delivery: _______________________

     Name of Eligible Institution
     that Guaranteed Delivery: _________________________________________________

     If Delivered by Book-Entry Transfer,
     DTC Book-Entry Account No.: _______________________________________________

     Transaction Code Number: __________________________________________________

3.   [_]   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
           ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS 
           OR SUPPLEMENTS THERETO.
     

     PLEASE NOTE: THE OBLIGORS AND THE GUARANTOR HAVE AGREED THAT, FOR A PERIOD
     OF 180 DAYS AFTER THE EXPIRATION DATE, THEY WILL MAKE COPIES OF THE
     PROSPECTUS AVAILABLE TO ANY PARTICIPATING BROKER-DEALER FOR USE IN
     CONNECTION WITH RESALES OF THE NEW NOTES (PROVIDED THAT THE OBLIGORS AND
     THE GUARANTOR RECEIVE NOTICE FROM ANY PARTICIPATING BROKER-DEALER OF ITS
     STATUS AS A BROKER-DEALER).

     Name:______________________________________________________________________

     Address:___________________________________________________________________

     ___________________________________________________________________________

     Attention:_________________________________________________________________

                                       2

<PAGE>
 
            PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
                        BEFORE COMPLETING ANY BOX BELOW
                                        
List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the certificate numbers and Principal Amount
at Maturity of Old Notes should be listed on a separate signed schedule affixed
hereto.

================================================================================
         DESCRIPTION OF 10% SENIOR DISCOUNT NOTES DUE 2008 (OLD NOTES)
================================================================================
                                     Box 1
================================================================================
                                                                    Principal
                                                                    Amount at
                                                                     Maturity
                                                                    Tendered
    Name(s) and                             Aggregate Principal    (must be in
   Address(es)of                            Amount at Maturity      integral
  Registered Holder(s)       Certificate      Represented by       multiple of
(Please fill in, if blank)    Number(s)**     Certificate(s)        $1,000)*
- ------------------------------------------------------------------------------- 
 
 
                           -----------------------------------------------------
 
                           -----------------------------------------------------
 
                           -----------------------------------------------------
 
                           -----------------------------------------------------
 
                                 Total
================================================================================
*   Need not be completed by Holders who wish to tender with respect to all Old
    Notes listed. See Instruction 4.
 
    If the space provided above is inadequate, list the certificate numbers and
    Principal Amounts at Maturity on a separate signed schedule and affix the
    list to this Letter of Transmittal.
 
**  Need not be completed by Holders tendering by book-entry transfer.
================================================================================

                 Box 2                                     Box 3
=====================================      =====================================
  SPECIAL REGISTRATION INSTRUCTIONS            SPECIAL DELIVERY INSTRUCTIONS
    (See Instructions 4, 5 and 6)              (See Instructions 4, 5 and 6)
 
To be completed ONLY if certificates        To be completed ONLY if certificates
for Old Notes in a Principal Amount         for Old Notes in a Principal Amount
at Maturity not tendered, or New            at Maturity not tendered, or New
Notes issued in exchange for Old            Notes issued in exchange for Old
Notes accepted for exchange, are to         Notes accepted for exchange, are to
be issued in a name other than the          be sent to an address other than the
name appearing in Box 1 above.              address appearing in Box 1 above, or
                                            if Box 2 is filled in, to an address
                                            other than the address appearing in
                                            Box 2.
 
Issue certificate(s) to:                    Deliver certificate(s) to:
 
Name _______________________________        Name_______________________________
           (Please Print)                              (Please Print)
 
Address ____________________________        Address____________________________
 
____________________________________        ___________________________________
         (Include Zip Code)                          (Include Zip Code)
 
____________________________________        ___________________________________
    (Tax Identification or Social             (Tax Identification or Social
          Security Number)                           Security Number)
 
=====================================      =====================================
 
                                     Box 4

                                       3

<PAGE>
 
================================================================================
                             BROKER-DEALER STATUS
[_]   Check this box if the beneficial owner of the Old Notes is a Participating
      Broker-Dealer and such Participating Broker-Dealer acquired the Old Notes 
      for its own account as a result of market-making activities or other 
      trading activities.
================================================================================

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
                PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC, Renaissance Media Capital Corporation (collectively, the
"Obligors") and Renaissance Media Group LLC (the "Guarantor") the Principal
Amount at Maturity of Old Notes indicated above.

     Subject to and effective upon the acceptance for exchange of the Principal
Amount at Maturity of Old Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Obligors and the Guarantor all right, title and interest in and to the
Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge
that the Exchange Agent also acts as the agent of the Obligors and the
Guarantor) with respect to the tendered Old Notes with the full power of
substitution to (i) present such Old Notes and all evidences of transfer and
authenticity to, or transfer ownership of, such Old Notes on the account books
maintained by DTC to, or upon, the order of, the Obligors and the Guarantor,
(ii) deliver certificates for such Old Notes to the Obligors and the Guarantor
and deliver all accompanying evidences of transfer and authenticity to, or upon
the order of, the Obligors and the Guarantor and (iii) present such Old Notes
for transfer on the books of the Obligors and the Guarantor and receive all
benefits and otherwise exercise all rights of beneficial ownership of such Old
Notes, all in accordance with the terms of the Exchange Offer.

     The undersigned hereby represents and warrants that the undersigned has 
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Obligors and the Guarantor will acquire good, valid
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claims, when the same
are acquired by the Obligors and the Guarantor. The undersigned hereby further
represents that (i) the New Notes are to be acquired by the Holder or the person
receiving such New Notes, whether or not such person is the Holder, in the
ordinary course of business, (ii) the Holder or any such other person is not
engaging and does not intend to engage in the distribution of the New Notes,
(iii) the Holder or any such other person has no arrangement or understanding
with any person to participate in the distribution of the New Notes, and (iv)
neither the Holder nor any such other person is an "affiliate" of the Obligors
and the Guarantor within the meaning of Rule 405 under the Securities Act. As
indicated above, each Participating Broker-Dealer that receives an Exchange Note
for its own account in exchange for Old Notes must acknowledge that it (i)
acquired the Old Notes for its own account as a result of market-making
activities or other trading activities, (ii) has not entered into any
arrangement or understanding with the Obligors and the Guarantor or any
"affiliate" of the Obligors and the Guarantor (within the meaning of Rule 405
under the Securities Act) to distribute the New Notes to be received in the
Exchange Offer and (iii) will deliver a Prospectus in connection with any resale
of such New Notes; however, by so acknowledging and by delivering a Prospectus,
the undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. If applicable, the undersigned shall use its
reasonable best efforts to notify the Obligors and the Guarantor when it is no
longer subject to such Prospectus delivery requirements. Unless otherwise
notified in accordance with the instructions set forth herein in Box 4 under
"Broker-Dealer Status," the Obligors and the Guarantor will assume that the
undersigned is not a Participating Broker-Dealer. If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in and does not
intend to engage in, a distribution of New Notes.

     For purposes of the Exchange Offer, the Obligors and the Guarantor shall be
deemed to have accepted validly tendered Old Notes when, as and if the Obligors
and the Guarantor have given oral or written notice thereof to the Exchange
Agent.
 

                                       4

<PAGE>
 
     If any Old Notes tendered herewith are not accepted for exchange pursuant 
to the Exchange Offer for any reason, certificates for any such unaccepted Old
Notes will be returned (except as noted below with respect to tenders through
DTC), without expense, to the undersigned at the address shown below or to a
different address as may be indicated herein in Box 3 under "Special Delivery
Instructions" as promptly as practicable after the Expiration Date.

     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.

     The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Obligors and the Guarantor
upon the terms and subject to the conditions of the Exchange Offer, subject only
to withdrawal of such tenders on the terms set forth in the Prospectus under the
caption "The Exchange Offer--Withdrawal of Tenders."

     Unless otherwise indicated in Box 2 under "Special Registration 
Instructions," please issue the certificates representing the New Notes issued
in exchange for the Old Notes accepted for exchange and any certificates for Old
Notes not tendered or not exchanged, in the name(s) of the registered Holder of
the Old Notes appearing in Box 1 above (or in such event in the case of Old
Notes tendered by DTC, by credit to the account of DTC). Similarly, unless
otherwise indicated in Box 3 under "Special Delivery Instructions," please send
the certificates, if any, representing the New Notes issued in exchange for the
Old Notes accepted for exchange and any certificates for Old Notes not tendered
or not exchanged (and accompanying documents, as appropriate) to the undersigned
at the address shown below in the undersigned's signature(s), unless tender is
being made through DTC. In the event that the box entitled "Special Registration
Instructions" and the box entitled "Special Delivery Instructions" both are
completed, please issue the certificates representing the New Notes issued in
exchange for the Old Notes accepted for exchange in the name(s) of, and return
any certificates for Old Notes not tendered or not exchanged to, the person(s)
so indicated. The undersigned understands that the Obligors and the Guarantor
have no obligation pursuant to the "Special Registration Instructions" and
"Special Delivery Instructions" to transfer any Old Notes from the name of the
registered Holder(s) thereof if the Obligors and the Guarantor do not accept for
exchange any of the Old Notes so tendered.

     Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver the Old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date, may tender their Old Notes according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." See Instruction 2.

                                       5

<PAGE>
 
     The lines below must be signed by the registered Holder(s) exactly as its
name(s) appear(s) on the Old Notes or, if tendered by a participant in DTC,
exactly as such participant's name appears on a security position listing as the
owner of Old Notes, or by person(s) authorized to become registered Holder(s) by
a properly completed bond power from the registered Holder(s), a copy of which
must be transmitted with this Letter of Transmittal. If Old Notes to which this
Letter of Transmittal relates are held of record by two or more joint Holders,
then all such Holders must sign this Letter of Transmittal.

                        PLEASE SIGN HERE WHETHER OR NOT
                OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY

x
______________________________________________________________   _______________
                                                                       Date
x
______________________________________________________________   _______________
          Signature(s) of Registered Holder(s)                         Date
                or Authorized Signatory

Area Code and Telephone Number: ___________________________

     If signature is by a trustee, executor, administrator, guardian, attorney-
in-fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, then such person must (i) set forth his or her full
title below and (ii) submit evidence satisfactory to the Obligors and the
Guarantor of such person's authority so to act. See Instruction 5.

Name(s):________________________________________________________________________
                                 (Please Print)

Capacity:_______________________________________________________________________


Address:________________________________________________________________________
                               (Include Zip Code)



                         MEDALLION SIGNATURE GUARANTEE
                        (If required by Instruction 5)
       Certain Signatures must be Guaranteed by an Eligible Institution

Signature(s) Guaranteed by an Eligible Institution:


________________________________________________________________________________
                            (Authorized Signature)

________________________________________________________________________________
                                    (Title)

________________________________________________________________________________
                                (Name of Firm)

________________________________________________________________________________
                          (Address, Include Zip Code)

________________________________________________________________________________
                       (Area Code and Telephone Number)


Dated: ____________, 1998

                                       6

<PAGE>
 
                                 INSTRUCTIONS

                   FORMING PART OF THE TERMS AND CONDITIONS
                             OF THE EXCHANGE OFFER

     1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD NOTES OR
BOOK-ENTRY CONFIRMATIONS. Certificates representing the tendered Old Notes (or a
confirmation of book-entry transfer of such Old Notes into the Exchange Agent's
account with DTC), as well as a properly completed and duly executed copy of
this Letter of Transmittal (or facsimile thereof) (or, in the case of a book-
entry transfer, an Agent's Message), a Substitute Form W-9 (or facsimile
thereof) and any other documents required by this Letter of Transmittal must be
received by the Exchange Agent at its address set forth herein prior to the
Expiration Date. The method of delivery of certificates for Old Notes and all
other required documents is at the election and sole risk of the tendering
Holder and delivery will be deemed made only when actually received by the
Exchange Agent. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. As an alternative to delivery by
mail, the Holder may wish to use an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. Neither the
Obligors, the Guarantor nor the Exchange Agent is under an obligation to notify
any tendering Holder of the acceptance of tendered Old Notes prior to the
completion of the Exchange Offer.

     2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Old 
Notes but whose Old Notes are not immediately available and who cannot deliver
their certificates for Old Notes (or comply with the procedures for book-entry
transfer prior to the Expiration Date), the Letter of Transmittal and any other
documents required by the Letter of Transmittal to the Exchange Agent prior to
the Expiration Date must tender their Old Notes according to the guaranteed
delivery procedures set forth below. Pursuant to such procedures:

        (i)   such tender must be made by or through a firm which is a member 
     of a registered national securities exchange or of the National Association
     of Securities Dealers, Inc., or a commercial bank or trust company having
     an office or correspondent in the United States (an "Eligible
     Institution");

        (ii)  prior to the Expiration Date, the Exchange Agent must have 
     received from the Holder and the Eligible Institution a properly completed
     and duly executed Notice of Guaranteed Delivery (by facsimile transmission,
     mail, or hand delivery) setting forth the name and address of the Holder,
     the certificate number or numbers of the tendered Old Notes, and the
     principal amount of tendered Old Notes and stating that the tender is being
     made thereby and guaranteeing that, within five New York Stock Exchange
     trading days after the Expiration Date, the Letter of Transmittal (or
     facsimile thereof) (or, in the case of a book-entry transfer, an Agent's
     Message), together with the tendered Old Notes (or a confirmation of book-
     entry transfer of such Old Notes into the Exchange Agent's account with
     DTC) and any other required documents will be deposited by the Eligible
     Institution with the Exchange Agent; and

        (iii) the certificates representing the tendered Old Notes in proper 
    form for transfer (or a confirmation of book-entry transfer of such Old
    Notes into the Exchange Agent's account with DTC), together with the Letter
    of Transmittal (or facsimile thereof), properly completed and duly executed,
    with any required signature guarantees (or, in the case of a book-entry
    transfer, an Agent's Message) and all other documents required by the Letter
    of Transmittal must be received by the Exchange Agent within five New York
    Stock Exchange trading days after the Expiration Date.

     Failure to complete the guaranteed delivery procedures outlined above will
not, of itself, affect the validity or effect a revocation of any Letter of
Transmittal form properly completed and executed by a Holder who attempted to
use the guaranteed delivery procedure.

     3. TENDER BY HOLDER. Only a Holder or Acting Holder of Old Notes may tender
such Old Notes in the Exchange Offer. Any beneficial owner of Old Notes who is
not the registered Holder and who wishes to tender should arrange with such
Holder to execute and deliver this Letter of Transmittal on such owner's behalf
or must, prior to completing and executing this Letter of Transmittal and
delivering such Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such owner's name or obtain a properly completed
bond power from the registered Holder.

                                       7

<PAGE>
 
     4. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in integral
multiples of $1,000 Principal Amount at Maturity. If less than the entire
Principal Amount at Maturity of Old Notes is tendered, the tendering Holder
should fill in the Principal Amount at Maturity tendered in the column labeled
"Principal Amount at Maturity Tendered" of the box entitled "Description of Old
Notes" (Box 1) above. The entire Principal Amount at Maturity of Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire Principal Amount at Maturity of Old Notes is
not tendered, Old Notes for the Principal Amount at Maturity of Old Notes not
tendered and New Notes exchanged for any Old Notes tendered will be sent to the
Holder at his or her registered address, unless a different address is provided
in the appropriate box on this Letter of Transmittal or unless tender is made
through DTC, as soon as practicable following the Expiration Date.

     5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
MEDALLION GUARANTEE OF SIGNATURE. If this Letter of Transmittal is signed by the
registered Holder(s) of the Old Notes tendered herewith, the signatures must
correspond with the name(s) as written on the face of the tendered Old Notes
without alteration, enlargement, or any change whatsoever.

     If any of the tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Old Notes are held in different names on several Old Notes, it will be necessary
to complete, sign, and submit as many separate copies of the Letter of
Transmittal documents as there are names in which tendered Old Notes are held.

     If this Letter of Transmittal is signed by the registered Holder, and New
Notes are to be issued and any untendered or unaccepted Principal Amount at
Maturity of Old Notes are to be reissued or returned to the registered Holder,
then the registered Holder need not and should not endorse any tendered Old
Notes nor provide a separate bond power. In any other case, the registered
Holder must either properly endorse the Old Notes tendered or transmit a
properly completed separate bond power with this Letter of Transmittal (executed
exactly as the name(s) of the registered Holder(s) appear(s) on such Old Notes),
with the signature(s) on the endorsement or bond power guaranteed by an Eligible
Institution unless such certificates or bond powers are signed by an Eligible
Institution.

     If this Letter of Transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations, or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and evidence satisfactory to the
Obligors and the Guarantor of their authority to so act must be submitted with
this Letter of Transmittal.

     No medallion signature guarantee is required if (i) this Letter of 
Transmittal is signed by the registered Holder(s) of the Old Notes tendered
herewith and the issuance of New Notes (and any Old Notes not tendered or not
accepted) are to be issued directly to such registered Holder(s) and neither the
"Special Registration Instructions" (Box 2) nor the "Special Delivery
Instructions" (Box 3) has been completed. In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Institution.

     6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box, the name and address in which the New Notes
and/or substitute Old Notes for Principal Amounts at Maturity not tendered or
not accepted for exchange are to be sent, if different from the name and address
or account of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the employer identification number or social
security number of the person named must also be indicated and the indicated and
the tendering Holders should complete the applicable box.

     If no such instructions are given, the New Notes (and any Old Notes not
tendered or not accepted) will be issued in the name of and sent to the
registered Holder of the Old Notes.

     7. TRANSFER TAXES. The Obligors and the Guarantor will pay all transfer 
taxes, if any, applicable to the sale and transfer of Old Notes to the Obligors
and the Guarantor or their order pursuant to the Exchange Offer. If, however, a
transfer tax is imposed for any reason other than the transfer and sale of Old
Notes to the Obligors and the 

                                       8

<PAGE>
 
Guarantor or their order pursuant to the Exchange Offer, then the amount of any
such transfer taxes (whether imposed on the registered Holder or on any other
person) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption from such taxes is not submitted with this
Letter of Transmittal, the amount of such transfer taxes will be billed directly
to such tendering Holder.

     Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.

     8.  TAX IDENTIFICATION NUMBER. Under the federal income tax laws, payments 
that may be made by the Obligors and the Guarantor on account of New Notes
issued pursuant to the Exchange Offer may be subject to backup withholding at
the rate of 31%. In order to avoid such backup withholding, each tendering
Holder should complete and sign the Substitute Form W-9 included in this Letter
of Transmittal and either (a) provide the correct taxpayer identification number
("TIN") and certify, under penalties of perjury, that the TIN provided is
correct and that (i) the Holder has not been notified by the Internal Revenue
Service (the "IRS") that the Holder is subject to backup withholding as a result
of failure to report all interest or dividends or (ii) the IRS has notified the
Holder that the Holder is no longer subject to backup withholding; or (b)
provide an adequate basis for exemption. If the tendering Holder has not been
issued a TIN and has applied for one, or intends to apply for one in the near
future, such holder should write "Applied For" in the space provided for the TIN
in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and
sign the Certificate of Payee Awaiting Taxpayer Identification Number. If
"Applied For" is written in Part I, the Obligors and the Guarantor (or the
Exchange Agent with respect to the New Notes or a broker or custodian) may still
withhold 31% of the amount of any payments made on account of the New Notes
until the Holder furnishes the Obligors and the Guarantor or the Exchange Agent
with respect to the New Notes, broker or custodian with its TIN. In general, if
a Holder is an individual, the taxpayer identification number is the Social
Security number of such individual. If the Exchange Agent or the Obligors and
the Guarantor are not provided with the correct TIN, the Holder may be subject
to a $50 penalty imposed by the IRS. Certain Holders (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. In order for a foreign individual
to qualify as an exempt recipient, such Holder must submit a statement
(generally, IRS Form W-8), signed under penalties of perjury, attesting to that
individual's exempt status. Such statements can be obtained from the Exchange
Agent.

     Failure to complete the Substitute Form W-9 will not, by itself, cause Old
Notes to be deemed invalidly tendered, but may require the Obligors and the
Guarantor or the Exchange Agent with respect to the New Notes, broker or
custodian to withhold 31% of the amount of any payments made on account of the
New Notes. Backup withholding is not an additional federal income tax. Rather,
the federal income tax liability of a person subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.

     9.  VALIDITY OF TENDERS. All questions as to the validity, form, 
eligibility (including time of receipt), and acceptance of tendered Old Notes
will be determined by the Obligors and the Guarantor, in their sole discretion,
which determination will be final and binding. The Obligors and the Guarantor
reserve the right to reject any and all Old Notes not validly tendered or any
Old Notes, the acceptance of which would, in the opinion of the Obligors and the
Guarantor or their counsel, be unlawful. The Obligors and the Guarantor also
reserve the right to waive any conditions of the Exchange Offer or defects or
irregularities in tenders of Notes as to any ineligibility of any Holder who
seeks to tender Old Notes in the Exchange Offer. The interpretation of the terms
and conditions of the Exchange Offer (including this Letter of Transmittal and
the instructions hereto) by the Obligors and the Guarantor shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Obligors and the Guarantor shall determine. The Obligors and the Guarantor will
use reasonable efforts to give notification of defects or irregularities with
respect to tenders of Old Notes, but shall not incur any liability for failure
to give such notification.

     10. WAIVER OF CONDITIONS. The Obligors and the Guarantor reserve the 
absolute right to amend, waive, or modify specified conditions in the Exchange
Offer in the case of any tendered Old Notes.

     11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of Old Notes will be accepted.

                                       9

<PAGE>
 
     12. MUTILATED, LOST, STOLEN, OR DESTROYED OLD NOTES. Any tendering Holder
whose Old Notes have been mutilated, lost, stolen, or destroyed should contact
the Exchange Agent at the address indicated above for further instructions.
 
     13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests 
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address set forth on the first page of
this Letter of Transmittal. Holders may also contact their broker, dealer,
commercial bank, trust company, or other nominee for assistance concerning the
Exchange Offer.

     14. ACCEPTANCE OF TENDERED OLD NOTES AND ISSUANCE OF NEW NOTES; RETURN OF 
OLD NOTES. Subject to the terms and conditions of the Exchange Offer, the
Obligors and the Guarantor will accept for exchange all validly tendered Old
Notes as soon as practicable after the Expiration Date and will issue New Notes
therefor as soon as practicable thereafter. For purposes of the Exchange Offer,
the Obligors and the Guarantor shall be deemed to have accepted tendered Old
Notes when, as and if the Obligors and the Guarantor have given written and oral
notice thereof to the Exchange Agent. If any tendered Old Notes are not
exchanged pursuant to the Exchange Offer for any reason, such unexchanged Old
Notes will be returned, without expense, to the undersigned at the address shown
above or at a different address as may be indicated under "Special Delivery
Instructions."

     15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders."

                         (DO NOT WRITE IN SPACE BELOW)

================================================================================
    Certificate                    Old Notes                 Old Notes
    Surrendered                     Tendered                  Accepted
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

================================================================================

Delivery Prepared By: _______________ Checked By: _______________ Date:_________

                                       10

<PAGE>
 
================================================================================
                                PAYORS' NAMES:
                          RENAISSANCE MEDIA GROUP LLC
                       RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
                     RENAISSANCE MEDIA CAPITAL CORPORATION

- --------------------------------------------------------------------------------
       SUBSTITUTE             Name (if joint names, list first and circle the
                              name of the person or entity whose number you
        FORM W-9              enter in Part 1 below.  See instructions if your
                              name has changed.)
                           _____________________________________________________
 
     Department of            Address
     the Treasury
                           _____________________________________________________

    Internal Revenue          City, State and ZIP Code
       Service
                           _____________________________________________________

                              Part 1 - PLEASE PROVIDE YOUR     Social Security
                              ------                           Number or TIN
                              TAXPAYER IDENTIFICATION NUMBER   
                              ("TIN") IN THE BOX AT RIGHT
                              AND CERTIFY BY SIGNING AND
                              DATING BELOW
                           _____________________________________________________
                              Part 2 - Check the box if you are NOT subject to
                              ------
                              backup withholding under the provisions of section
                              3408(a)(1)(C) of the Internal Revenue Code because
                              (1) you have not been notified that you are
                              subject to backup withholding as a result of
                              failure to report all interest or dividends or (2)
                              the Internal Revenue Service has notified you that
                              you are no longer subject to backup withholding.

                                                                            [_]

________________________________________________________________________________
                              CERTIFICATION--UNDER THE              Part 3 -
                              PENALTIES OF PERJURY, I               ------
                              CERTIFY THAT THE INFORMATION          AWAITING 
                              PROVIDED ON THIS FORM IS TRUE,        TIN
                              CORRECT AND COMPLETE.
                                                                            [_]
                              Signature: ________ Date: ______
                             
================================================================================


Note:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
       OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.


YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
                              SUBSTITUTE FORM W-9


            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administrative Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number by the time of the exchange, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.



_________________________________________________    ___________________________
             Signature                                       Date

                                       11

<PAGE>
 
                         Notice of Guaranteed Delivery
                                      for
                      10% SENIOR DISCOUNT NOTES DUE 2008
                                      of
                          RENAISSANCE MEDIA GROUP LLC
                       RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
                     RENAISSANCE MEDIA CAPITAL CORPORATION


     This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC and Renaissance Media Capital Corporation (collectively, the
"Obligors") and Renaissance Media Group LLC (the "Guarantor") made pursuant to
the Prospectus dated August __, 1998 (the "Prospectus") if Holders of
certificates for the 10% Senior Discount Notes Due 2008 (the "Old Notes") who
wish to tender their Old Notes but whose Old Notes are not immediately available
and who cannot deliver their certificates for Old Notes (or comply with the
procedures for book-entry transfer prior to the Expiration Date), the Letter of
Transmittal and any other documents required by the Letter of Transmittal to the
Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date
(as defined in the Prospectus). Such form may be delivered by hand or
transmitted by facsimile transmission, overnight courier or mail to the Exchange
Agent. Capitalized terms used but not defined herein have the meaning given to
them in the Prospectus.

To:    U.S. Trust Company of New York, the Exchange Agent

By Registered or Certified Mail:        By Overnight Courier:
- -------------------------------         --------------------
 
U.S. Trust Company of New York          U.S. Trust Company of New York
P.O. Box 844                            770 Broadway
Cooper Station                          New York, New York  10003
New York, New York  10276-0844          Attn:  Corporate Trust, 13th Floor

By Hand:                                By Facsimile:
- -------                                 ------------
 
U.S. Trust Company of New York          (212) 780-0592
111 Broadway, Lower Level
Corporation Trust Window                Confirm by telephone:
New York, New York  10006               (800) 548-6565

     Delivery of this instrument to an address, or transmission of instructions 
via a facsimile, other than as set forth above, does not constitute a valid
delivery.

     This form is not to be used to guarantee signatures.  If a signature on the
Letter of Transmittal to be used to tender Old Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the Letter
of Transmittal.



Ladies and Gentlemen:

     The undersigned hereby tenders to Renaissance Media (Louisiana) LLC,
Renaissance Media (Tennessee) LLC and Renaissance Media Capital Corporation (the
"Obligors") and Renaissance Media Group LLC (the "Guarantor"), upon the terms
and subject to the conditions set forth in the Prospectus and the Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, ____________ (number of Old Notes) Old Notes pursuant to
the guaranteed delivery procedures set forth in Instruction 2 of the Letter of
Transmittal.

                                       12

<PAGE>
 
           NOTE:  SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.


Certificate No(s). for Old Notes (if     Name(s) of Record Holder(s)
available)

______________________________________   ______________________________________ 


______________________________________   _______________________________________
                                                   Please Print or Type

                                         Address _______________________________
 
                                         _______________________________________

                                         Telephone. No._(___)___________________
                                                      

                                         Signature(s)___________________________
 
                                         _______________________________________

                                         Dated:_________________________________


                                   GUARANTEE
                                        
                   (Not to be used for signature guarantee)

     The undersigned, a member firm of a registered national securities 
exchange or of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby (a) represents that the above named person(s) "own(s)" the Old Notes
tendered hereby within the meaning of Rule 10b-4 under the Exchange Act, (b)
represents that such tender of Old Notes complies with Rule 10b-4 under the
Exchange Act and (c) guarantees that delivery to the Exchange Agent of
certificates for the Old Notes tendered hereby, in proper form for transfer,
with delivery of a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) with any required signature and any other
required documents, will be received by the Exchange Agent at one of its
addresses set forth above within five business days after the Exchange Date.



Name of Firm__________________________   _______________________________________
                                                   Authorized Signature

Address_______________________________   Name___________________________________
                                                   Please Print or Type

______________________________________   Title__________________________________
                           Zip Code


Telephone. No._(___)__________________   Date:__________________________________


Dated:          , 1998

NOTE:  DO NOT SEND OLD NOTES WITH THIS FORM; OLD NOTES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN
FIVE BUSINESS DAYS AFTER THE EXPIRATION DATE.

                                       13