EXHIBIT 99.2

                   INSTRUCTIONS TO REGISTERED HOLDER AND/OR
        BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
                                      OF
                                  COAXIAL LLC
                            COAXIAL FINANCING CORP.
                    12 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     ,
   (the "Prospectus") of Coaxial LLC, a Delaware limited liability company,
and Coaxial Financing Corp., a Delaware corporation (together with Coaxial
LLC, 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 12 7/8% Senior Discount Notes due 2008 (the "Notes")
held by you for the account of the undersigned.
 
  The aggregate face amount at maturity of the Notes held by you for the
account of the undersigned is (FILL IN AMOUNT):
 
  $         of the 12 7/8% Senior Discount 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 representations 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 Exchange Notes in the ordinary
course of business of the undersigned, (iii) the undersigned is not
participating, does not participate, and has no arrangement or understanding
with any person to participate, in the distribution of the Exchange Notes,
(iv) the undersigned acknowledges that any person participating in the
Exchange Offer for the purpose of distributing the Exchange 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 Exchange 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--Purpose and Effect of the Exchange Offer," and
(v) the undersigned is not an "affiliate," as defined in Rule 405 under the
Act, of the Issuers or any of their subsidiaries; (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.
 
                                   SIGN HERE
 Name of beneficial owner(s): ________________________________________________
 Signature(s): _______________________________________________________________
 Name (please print): ________________________________________________________
 Address: ____________________________________________________________________
    _______________________________________________________________________
    _______________________________________________________________________
 Telephone number: ___________________________________________________________
 Taxpayer Identification or Social Security Number: __________________________
 Date: _______________________________________________________________________