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


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                                                                    EXHIBIT 99.2
                         NOTICE OF GUARANTEED DELIVERY
                                With Respect to
                     11 7/8% Senior Discount Notes due 2008
                                       of
                                AVALON CABLE LLC
                                      AND
                      AVALON CABLE HOLDINGS FINANCE, INC.
                Pursuant to the Prospectus Dated         , 1999

   This form must be used by a holder of 11 7/8% Senior Discount Notes due 2008
(the "Notes") of Avalon Cable LLC, a Delaware limited liability company
("Avalon Holdings") and Avalon Cable Holdings Finance, Inc., a Delaware
corporation ("Holdings Finance" and, together with Avalon Holdings, the
"Issuers"), who wish to tender Notes to the Exchange Agent pursuant to the
guaranteed delivery procedures described in "The Exchange Offer--Guaranteed
Delivery Procedures" of the Issuers' Prospectus, dated [         ], 1999 (the
"Prospectus") and in Instruction 2 to the related Letter of Transmittal. Any
holder who wishes to tender Notes pursuant to such guaranteed delivery
procedures must ensure that the Exchange Agent receives this Notice of
Guaranteed Delivery prior to the Expiration Date of the Exchange Offer.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Prospectus or the Letter of Transmittal.

     THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
 YORK CITY TIME, ON [         ], 1999 UNLESS EXTENDED
 (THE "EXPIRATION DATE").

                            To: The Bank of New York
                             (the "Exchange Agent")

             By Registered or Certified Mail or Overnight Courier:
                              The Bank of New York
                               101 Barclay Street
                                 Floor 21 West
                            New York, New York 10286
                  Attn: Corporate Trust Trustee Administration

                                 By Facsimile:
                        (For Eligible Institutions only)
                                 (212) 815-5915
                  Confirm by telephone: (   )    --     [name]

   DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE,
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

   This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal 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 signature box on the Letter of Transmittal.

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LADIES AND GENTLEMEN:

   The undersigned hereby tenders to the Issuers, upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus and in Instruction 2 of the Letter of Transmittal.

   The undersigned hereby tenders the Notes listed below:




 Certificate Number(s) (if known) of  Aggregate Principal  Aggregate Principal
Notes or Account Number at the Book-  Amount Represented     Amount Tendered
           entry Facility

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

                            PLEASE SIGN AND COMPLETE

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

 Signatures of Registered Holder(s)
 or Authorized Signatory: ____________   Date:                , 1999
 -------------------------------------   Address: ____________________________
 -------------------------------------   -------------------------------------

 Name(s) of Registered Holder(s): ____   Area Code and Telephone No. _________
 -------------------------------------
 -------------------------------------



    This Notice of Guaranteed Delivery must be signed by the Holder(s)
 exactly as their name(s) appear on certificates for Notes or on a security
 position listing as the owner of Notes, or by person(s) authorized to become
 Holder(s) by endorsements and documents transmitted with this Notice of
 Guaranteed Delivery. If signature is by a trustee, executor, administrator,
 guardian, attorney-in-fact, officer or other person acting in a fiduciary or
 representative capacity, such person must provide the following information.

                      Please print name(s) and address(es)

 Name(s): ____________________________________________________________________
 -----------------------------------------------------------------------------
 Capacity: ___________________________________________________________________
 Address(es):  _______________________________________________________________
 -----------------------------------------------------------------------------


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<PAGE>


                                   GUARANTEE
                    (Not to be used for signature guarantee)

    The undersigned, a firm which is a member of a registered national
 securities exchange or of the National Association of Securities Dealers,
 Inc., or is a commercial bank or trust company having an office or
 correspondent in the United States, or is otherwise an "eligible guarantor
 institution" within the meaning of Rule 17Ad-15 under the Securities
 Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent
 of the Letter of Transmittal (or facsimile thereof), together with the Notes
 tendered hereby in proper form for transfer (or confirmation of the book-
 entry transfer of such Notes into the Exchange Agent's account at the Book-
 Entry Transfer Facility described in the Prospectus under the caption "The
 Exchange Offer--Guaranteed Delivery Procedures" and in the Letter of
 Transmittal) and any other required documents, all by 5:00 p.m., New York
 City time, on the third New York Stock Exchange trading day following the
 Expiration Date.

 Name of Firm: _______________________   -------------------------------------
                                                (Authorized Signature)

 Address: ____________________________   Name: _______________________________
 -------------------------------------              (Please Print)
          (Include Zip Code)             Title: ______________________________

 Area Code and Tel. No.: _____________
                                         Dated:  , 1999


 DO NOT SEND SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF SECURITIES MUST BE
  MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

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<PAGE>

                 INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

   1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at its address set forth herein prior to the Expiration
Date. The method of delivery of this Notice of Guaranteed Delivery and any
other required documents to the Exchange Agent is at the election and sole risk
of the holder, and the 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 holders may wish to consider using an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. For a description of the guaranteed delivery procedures, see
Instruction 2 of the Letter of Transmittal.

   2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Notes referred
to herein, the signature must correspond with the name(s) written on the face
of the Notes without alteration, enlargement, or any change whatsoever. If this
Notice of Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as the
owner of the Notes, the signature must correspond with the name shown on the
security position listing as the owner of the Notes.

   If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Notes listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name of the registered holder(s) appears
on the Notes or signed as the name of the participant shown on the Book-Entry
Transfer Facility's security position listing.

   If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Issuers of such person's authority to so act.

   3. 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 specified in the Prospectus. Holders may
also contact their broker, dealer, commercial bank, trust company, or other
nominee for assistance concerning the Exchange Offer.

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