MERCOM INC, S-3, 1995-04-19

MERCOM INC
S-3, 1995-04-19
CABLE & OTHER PAY TELEVISION SERVICES

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As filed with the Securities and Exchange Commission on April 19, 1995
Registration No. 33-_____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________

MERCOM, INC.
(Exact name of Registrant as specified in its charter)

Delaware 38-2728175
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

105 Carnegie Center
Princeton, New Jersey 08540
(609) 734-3700
(Address, including zip code, and telephone number,
including area code of Registrant's principal executive offices)

___________________________

Raymond B. Ostroski Copy to:
Executive Vice President Peter R. Douglas
and General Counsel Davis Polk & Wardwell
105 Carnegie Center 450 Lexington Avenue
Princeton, New Jersey 08540 New York, New York 10017
(609) 734-3700 (212) 450-4000
(Name, address, including zip code,
and telephone number,
including area code, of agent for
service)

___________________________

Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. ( )

___________________________

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Proposed Proposed
Maximum Maximum Amount of
Title of Each Class of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee(2)

<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share 2,393,530 $4.00 (1) $9,574,120 $3,302
Rights 2,393,530 N/A N/A N/A

<FN>
<F1> (1) The proposed maximum offering price per share is estimated solely for
the purposes of calculating the registration fee in accordance with Rule
457(c) based on the average of the bid and ask prices for such shares
($3.75 and $4.25, respectively) on the OTC Bulletin Board on April 18,
1995.
<F2> (2) Pursuant to Rule 457(g), no registration fee is payable with respect to
the Rights since the Rights are being registered in the same registration
statement as the securities to be offered pursuant thereto.
</TABLE>
___________________________

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

PROSPECTUS (Subject to Completion) [LOGO]
Issued April __, 1995

[ ] Shares
Mercom, Inc.
Common Stock
___________________________

Mercom, Inc., a Delaware corporation (the "Company"), is distributing
to holders of record of shares of its Common Stock, par value $1.00 per share
(the "Common Stock"), transferable subscription rights (the "Rights") to
subscribe for and purchase additional shares of the Common Stock for a price
of $[ ] per share (the "Subscription Price"). Such shareholders will
receive [ ] Rights for every [ ] shares of Common Stock held by them as
of the close of business on _________ __, 1995 (the "Record Date"). No
fractional Rights or cash in lieu thereof will be distributed or paid by the
Company. The number of Rights distributed by the Company to each record
holder (a "Holder") of Common Stock will be rounded up to the nearest whole
number. Rights holders may purchase one share of Common Stock for each whole
Right held upon payment of the Subscription Price (the "Basic Subscription
Privilege"). Each Right also carries the right to subscribe (the
"Oversubscription Privilege") at the Subscription Price for additional shares
of Common Stock that are not otherwise purchased pursuant to the exercise of
Rights. See "The Rights Offering--Subscription Privileges--Oversubscription
Privilege." The Rights will be evidenced by transferable certificates. Once a
holder has exercised any Rights, such exercise may not be revoked. There can
be no assurance that the Company will receive any proceeds from the exercise
of the Rights.

The Rights will expire at 5:00 p.m., New York City time, on _________
__, 1995, unless extended (as it may be extended, the "Expiration Date").
Shareholders who do not exercise or sell their Rights will relinquish the
value inherent in the Rights. Accordingly, shareholders are strongly urged to
exercise or sell their Rights. See "Risk Factors--Dilution."

As of April 18, 1995, C-TEC Corporation, a Pennsylvania corporation
("C-TEC"), indirectly owned, through C-TEC Properties, Inc., a Delaware
corporation and wholly owned subsidiary of C-TEC (C-TEC and C-TEC Properties,
Inc. are referred to collectively herein as "C-TEC" except as the context
otherwise requires), 1,044,194 shares of Common Stock, representing 43.63% of
the outstanding Common Stock. C-TEC will receive [ ] Rights in
respect of the shares of Common Stock it owns. C-TEC has informed the Company
that it intends to exercise the Rights it receives for an aggregate
subscription price of $[ ] and that it intends to exercise the
Oversubscription Privilege to purchase at the Subscription Price all other
shares of Common Stock being offered for sale hereby. The opportunity to
exercise the Oversubscription Privilege is available to all holders of Rights
on the same terms. C-TEC does not intend to purchase any additional Rights
through open market purchases or otherwise.

The Common Stock is traded in the over-the-counter market and is
quoted on the OTC Bulletin Board (with such quotes reported in the pink sheets
of the National Quotations Bureau, Inc.) under the symbol "MEEO." It is
anticipated that the Rights will trade in the over-the-counter market and will
be quoted on the OTC Bulletin Board (with such quotes reported in the pink
sheets of the National Quotations Bureau, Inc.) under the symbol "MEEOR."
There can be no assurance, however, that a market for the Rights will develop.
Rights may also be sold in private sales transactions. On April 18, 1995, the
last day on which bid and ask prices were quoted prior to the public
announcement of the Rights Offering, the closing bid price of the Common Stock
on the OTC Bulletin Board was $3.75 per share and the closing ask price of
the Common Stock on the OTC Bulletin Board was $4.25 per share. On ________
__, 1995, the closing bid price of the Common Stock on the OTC Bulletin Board
was $[ ] per share and the closing ask price of the Common Stock on the OTC
Bulletin Board was $[ ] per share. These are inter-dealer quotations, which
do not reflect mark-up, mark-down or commissions and may not reflect actual
transactions. Trading in the Common Stock has been limited and sporadic and
thus does not constitute an established public trading market.

___________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

___________________________

SHAREHOLDERS WHO DO NOT EXERCISE THEIR RIGHTS IN FULL WILL EXPERIENCE
DILUTION IN THEIR RELATIVE PERCENTAGE OWNERSHIP IN THE COMPANY UPON
ISSUANCE OF THE COMMON STOCK TO SHAREHOLDERS EXERCISING THEIR RIGHTS.

___________________________

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
BEFORE MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS SHOULD CARE-
FULLY CONSIDER THE FACTORS SET FORTH IN "RISK FACTORS"
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS

<TABLE>
Underwriting Discounts Proceeds to the
Price to Public and Commissions Company(1)
<S> <C> <C> <C>

Per Share.............. $ N/A $
Total.................. $ N/A $
<FN>
<F1> (1) Before deduction of estimated expenses of $[ ] payable by the Company, including registration fees, NASD
review fees, financial advisory, legal and accounting fees, subscription agent fees, information agent fees,
printing expenses and other miscellaneous fees and expenses.
</TABLE>

___________________________

The date of this Prospectus is _________ __, 1995.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Regional
Offices of the Commission located at 7 World Trade Center, 13th Floor, New
York, New York 10048 and Northwest Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained upon written
request addressed to the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington D.C. 20549, at prescribed rates.

The Company has filed with the Commission a Registration Statement on
Form S-3 (together with any amendments thereto, the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock issuable upon exercise of the Rights.
This Prospectus does not contain all the information set forth in the
Registration Statement. Such additional information may be obtained from the
Commission's principal office in Washington, D.C. Statements contained in
this Prospectus or in any document incorporated in this Prospectus by
reference as to the contents of any contract or other document referred to
herein or therein are not necessarily complete, and, in each instance,
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by the Company (File No. 0-17750) with
the Commission pursuant to Section 13 of the Exchange Act are incorporated
herein by reference: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and (ii) the Company's Proxy Statement
dated April 25, 1995.

All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is also deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. The Company will provide without
charge to each person, including each beneficial owner, to whom a copy of this
Prospectus has been delivered, on the written or oral request of such person,
a copy of any or all documents referred to above which have been incorporated
by reference into this Prospectus except the exhibits to such documents unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates. Telephone requests for such copies should
be directed to the Information Agent at (212) 929-5500 or (800) 322-2885, or,
if made in writing, to MacKenzie Partners, Inc., 156 Fifth Avenue, 9th Floor,
New York, NY 10010. Such requests may also be directed to Valerie C. Haertel,
Director, Investor Relations at (609) 734-3816 or, if made in writing, to
Mercom, Inc., 105 Carnegie Center, Princeton, New Jersey 08540, attention:
Valerie C. Haertel, Director, Investor Relations.

PROSPECTUS SUMMARY

The following material is qualified in its entirety by the
information appearing elsewhere in this Prospectus and in the documents
incorporated in this Prospectus by reference.

THE COMPANY

The Company is a cable television operator with three cable systems
in Southern Michigan serving 36,183 subscribers as of December 31, 1994 and
one cable system in Port St. Lucie, Florida serving 1,141 subscribers as of
December 31, 1994 (the "Systems"). The Michigan Systems are operated through
the Company's wholly owned subsidiary, Communications and Cablevision, Inc.
("CCV"). The Florida System is operated through a wholly owned subsidiary,
Mercom of Florida, Inc. As of December 31, 1994, the Systems had 37,324
subscribers.

The three Michigan Systems provide cable service to Monroe, Allegan
County and the Coldwater and Sturgis areas. The Florida System serves St.
Lucie West, a planned community in Southeastern Florida, approximately 90
miles north of Palm Beach.

During 1994 and 1993, the Company restructured rates and channel
offerings to comply with the basic rate regulations and to minimize the impact
on revenue of the Cable Television Consumer Protection and Competition Act of
1992 (the "Cable Act"). The future impact of the Act on the Company and the
cable television industry is still unclear. The Company's 1994 operating
results were negatively impacted by the Act. See "Risk Factors--Effect of
Regulation."

The Company's performance is dependent to a large extent on its
ability to obtain and renew its franchise agreements from local government
authorities on acceptable terms. To date, all of the Company's franchises
have been renewed or extended, generally at or prior to their stated
expirations and on acceptable terms. During 1994, the Company completed
negotiations with 10 communities resulting in franchise renewals on terms
which are acceptable to the Company. The Company has 76 franchises, 14 of
which were in the three-year Federal Communications Commission (the "FCC")
franchise renewal window at December 31, 1994. No one franchise accounts for
more than 12% of the Company's total revenue.

Competition for the Company's services traditionally has come from a
variety of providers including broadcast television, video cassette recorders
and home satellite dishes. Technological and regulatory changes are expected
to increase competition. Direct broadcast satellite (DBS), which allows
consumers to receive cable programming for a fee once they purchase or lease a
receiving dish and a set-top terminal, may increase competition in the future.
Two DBS companies have launched their services in 1994. These services are
generally available throughout the country, including areas in which the
Company operates. In addition, recent changes in federal regulation allow
telephone companies to lease their networks to video programmers under the
video dial-tone platform. Also, the current regulatory environment appears to
be fostering competition in cable television directly by telephone companies,
and in telephone by cable companies. Regulation in a competitive environment
is still evolving. The Company continues to monitor the progress of
regulations affecting the telecommunications industry and continually
reassesses its business plans to address future competition. It is impossible
to quantify at this time the negative impact of these technological and
regulatory developments on the cable television industry in general or on the
Company in particular.

As of December 31, 1994, the Company had 42 full-time employees, none of
whom were represented by collective bargaining units.

The Company's principal executive offices are located at 105 Carnegie
Center, Princeton, New Jersey 08540 (telephone: (609) 734-3700).

THE RIGHTS OFFERING

Rights................. Each record holder ("Holder") of Common Stock will
receive [ ] transferable Rights for every [ ]
shares of Common Stock held of record on
__________ __, 1995 (the "Record Date"). The
number of Rights distributed by the Company to each
Holder of Common Stock will be rounded up to the
nearest whole number. An aggregate of
approximately [ ] Rights will be
distributed pursuant to the Rights Offering. Each
Right will be exercisable for one share of Common
Stock. An aggregate of approximately [ ]
shares of Common Stock (the "Underlying Shares")
will be sold upon exercise of the Rights assuming
exercise of all Rights. The distribution of the
Rights and sale of Underlying Shares is referred to
herein as the "Rights Offering." See "The Rights
Offering--The Rights."

Basic Subscription
Privilege............ Rights holders are entitled to purchase for the
Subscription Price one share of Common Stock for
each whole Right held (the "Basic Subscription
Privilege"). See "The Rights
Offering--Subscription Privileges--Basic
Subscription Privilege."

Oversubscription
Privilege............ Each holder of Rights who elects to exercise in full
his or her Basic Subscription Privilege may also
subscribe at the Subscription Price for additional
Underlying Shares available as a result of
unexercised Rights, if any (the "Oversubscription
Privilege"). If an insufficient number of
Underlying Shares is available to satisfy fully all
elections to exercise the Oversubscription
Privilege, the available Underlying Shares will be
prorated among holders who exercise their
Oversubscription Privilege based on the respective
numbers of Rights exercised by such holders
pursuant to the Basic Subscription Privilege. See
"The Rights Offering--Subscription
Privileges--Oversubscription Privilege."

Subscription Price..... $[ ] in cash per share of Common Stock subscribed
for pursuant to the Basic Subscription Privilege or
the Oversubscription Privilege.

Shares of Common Stock
Outstanding after
Rights Offering...... Approximately [ ] shares, based on the number
of shares outstanding on __________ __, 1995 and
assuming exercise of all Rights.

Intent of C-TEC........ C-TEC has informed the Company that it intends to
exercise the [ ] Rights it will receive in
respect of the shares of Common Stock currently
owned by C-TEC for an aggregate subscription price
of $[ ] and that it intends to exercise the
Oversubscription Privilege to subscribe for all
other Underlying Shares. The opportunity to
exercise the Oversubscription Privilege is
available to all holders of Rights on the same
terms. See "The Rights Offering--Subscription
Privileges--Oversubscription Privilege." C-TEC
does not intend to purchase any additional Rights
through open market purchases or otherwise.

Transferability of
Rights The Rights are transferable, and it is anticipated
that they will trade on the over-the-counter
market under the symbol "MEEOR." No assurance can
be given, however, that a market for the Rights will
develop or, if such a market develops, how long it
will continue. See "The Rights Offering--Method of
Transferring Rights."

Record Date............ ________ __, 1995.

Expiration Date........ ________ __, 1995, at 5:00 p.m., New York City time,
unless extended.

Procedure for Exer-
cising Rights........ Basic Subscription Privileges and Oversubscription
Privileges may be exercised by properly
completing and signing the Subscription Certificate
evidencing the Rights (a "Subscription
Certificate") and forwarding such Subscription
Certificate (or following the Guaranteed Delivery
Procedures), with payment of the Subscription Price
for each Underlying Share subscribed for pursuant
to the Basic Subscription Privilege and the
Oversubscription Privilege, to the Subscription
Agent on or prior to the Expiration Date. Any
Rights holder subscribing for an aggregate of more
than 25,000 Underlying Shares pursuant to the
Oversubscription Privilege prior to the Expiration
Date shall not be required to deliver payment for
such number of Underlying Shares in excess of
25,000 until the Expiration Date. The Company, in
its sole discretion, may determine to waive payment
for such number of Underlying Shares in excess of
25,000 subscribed for pursuant to the
Oversubscription Privilege until after the
Expiration Date and after all prorations and
adjustments contemplated by the terms of the Rights
Offering have been effected. If the mail is used
to forward Subscription Certificates, it is
recommended that insured, registered mail be used.
No interest will be paid on funds delivered in
payment of the Subscription Price.

Once a holder of Rights has exercised the Basic
Subscription Privilege or the Oversubscription
Privilege, such exercise may not be revoked.
See "The Rights Offering--Exercise of Rights."

Procedure for Exer-
cising Rights by
Foreign and Certain
Other Shareholders.... Subscription Certificates will not be mailed to
Holders of Common Stock whose addresses are
outside the United States or who have an APO or
FPO address, but will be held by the
Subscription Agent for their account. To
exercise such Rights, such a Holder must notify
the Subscription Agent on or prior to 11:00
a.m., New York City time, on ________ __, 1995,
and must establish to the satisfaction of
the Subscription Agent that such exercise is
permitted under applicable law. If such a
Holder does not notify the Subscription Agent
and provide acceptable instructions to the
Subscription Agent by such time, such Rights
will be sold, if feasible, and the net proceeds,
if any, remitted to such Holder. See "The
Rights Offering--Foreign and Certain Other
Shareholders."

Persons Holding Shares,
or Wishing to Exer-
cise Rights, Through
Others............... Persons holding shares of Common Stock and receiving
the Rights distributable with respect thereto,
through a broker, dealer, commercial bank, trust
company or other nominee, as well as persons holding
certificates of Common Stock personally who would
prefer to have such institutions effect
transactions relating to the Rights on their
behalf, should contact the appropriate institution
or nominee and request it to effect the
transactions for them. See "The Rights
Offering--Exercise of Rights."

Issuance of Common
Stock................ Certificates representing shares of Common Stock
purchased pursuant to the Basic Subscription
Privilege will be delivered to subscribers as soon
as practicable after the corresponding Rights have
been validly exercised and full payment for shares
has been received and cleared. For shares
purchased pursuant to the Oversubscription
Privilege, delivery of certificates will occur as
soon as practicable after the Expiration Date and
after all prorations and adjustments contemplated
by the terms of the Rights Offering have been
effected. See "The Rights Offering--Subscription
Privileges."

Use of Proceeds........ The net cash proceeds received by the Company from
the sale of the shares of Common Stock offered
hereby, after payment of fees and expenses, would
be approximately $8.5 million, assuming full
exercise of the Rights. The Rights Offering is,
however, not conditioned upon any minimum level of
exercise of the Rights, and there can be no
assurance that the Company will raise any proceeds
from the Rights Offering. C-TEC has, however,
informed the Company that it intends to exercise
the Rights it receives for an aggregate
subscription price of $[ ] and that it
intends to exercise the Oversubscription Privilege
to subscribe for all other Underlying Shares. The
opportunity to exercise the Oversubscription
Privilege is available to all holders of Rights on
the same terms. See "The Rights
Offering--Subscription Privileges--Oversubscription
Privilege." C-TEC does not intend to purchase any
additional Rights through open market purchases or
otherwise. The net proceeds, if any, from the
Rights Offering will be used for general corporate
purposes. Specifically, the Company expects that
any such proceeds will be used (i) to repay up to $5
million of outstanding indebtedness to Morgan
Guaranty Trust Company of New York ("Morgan
Guaranty") under a demand note (the "Morgan Demand
Note"), (ii) if additional proceeds remain, to pay
all or a portion of the payment of $1,400,000
to be paid under the Lahey Settlement Agreement
(as defined below) on or before July 1, 1995, (iii)
if additional proceeds remain, to repay up to
$887,000 of outstanding indebtedness to C-TEC under
a demand note (the "C-TEC Demand Note") and (iv) if
additional proceeds remain, for other corporate
purposes including capital expenditures. The Morgan
Demand Note has no stated maturity, is payable on
demand and has an interest rate equal to a base
rate (higher of prime or federal funds rate plus
1/2%) plus 1-3/4%. As of December 31, 1994, the
weighted average effective rate of interest on the
Morgan Demand Note was 10.25%. The C-TEC Demand
Note has no stated maturity, is payable on demand
and bears interest at a rate equal to the weighted
average effective rate charged under the Credit
Agreement (as defined below) for the relevant
period. See "Use of Proceeds" and "Recent
Developments."

Subscription Agent..... The First National Bank of Boston. See "Subscription
Agent."

Information Agent...... MacKenzie Partners, Inc. See "Information Agent."

Risk Factors........... There are substantial risks in connection with this
offering that should be considered by prospective
purchasers. See "Risk Factors."

SELECTED FINANCIAL AND OPERATING INFORMATION

The information as of and for the three fiscal years ended December 31, 1994
has been derived from, and should be read in conjunction with, the Company's
Consolidated Financial Statements for the three fiscal years ended December
31, 1994, which have been audited by independent public accountants and are
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, which report is incorporated by reference in this
Prospectus, and the Company's Consolidated Financial Statements for the three
fiscal years ended December 31, 1993, which have been audited by independent
public accountants and are included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993, as previously filed with the
Commission. The information with respect to the fiscal years ended December
31, 1991 and December 31, 1990 has been derived from, and should be read in
conjunction with, the Company's Consolidated Financial Statements for the
three fiscal years ended December 31, 1993, 1992 and 1991, which have been
audited by independent public accountants and are included in the Company's
Annual Reports on Form 10-K for the fiscal years ended December 31, 1993, 1992
and 1991, respectively, as previously filed with the Commission.

Summary Financial and Operating Data
(dollars in thousands except per share and operating data)
<PAGE>
<TABLE>
<CAPTION>

Year Ended December 31,
----------------------------------------------------------------------------
1990 1991 1992 1993 1994
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>

Consolidated Statement of Operations Data:
Sales......................................... $9,667 $11,041 $11,986 $12,606 $12,927
Operating income before depreciation
and amortization............................. 3,256 3,588 4,790 5,116 5,052
Depreciation and amortization................. 2,977 3,329 3,399 3,219 3,010
Operating income.............................. 279 259 1,391 1,897 2,042
Interest Expense. . . . . . . . . . . . . . 2,262 3,299 2,731 2,132 2,067
(Loss) before income taxes.................... (3,483) (9,606) (1,144) (219) (662)
Provision (benefit) for income taxes.......... (1,132) (1,822) -- 17 (4)
(Loss) before cumulative effect of
change in accounting principle............... (2,351) (7,784) (1,144) (236) (658)
Net (loss).................................... (1,103) (7,784) (1,144) (236) (658)
Net (loss) per share.......................... (0.94) (3.25) (0.48) (0.10) (0.27)
Balance Sheet Data:
Cash and temporary cash investments........... 115 226 376 989 96
Total assets.................................. 30,557 26,657 23,873 22,244 19,823
Total debt.................................... 29,281 30,200 29,847 28,184 25,926
Common shareholders' capital deficiency....... (3,374) (11,158) (12,302) (12,538) (13,196)
Operating Data:(1)
Homes passed(2)............................... 57,736 58,726 59,988 61,730 63,721
Basic subscribers(3).......................... 32,319 33,692 34,118 34,714 37,324
Basic subscribers as a
percentage of homes passed................... 56.0% 57.3% 56.9% 56.2% 58.6%
Tier subscribers(4)........................... 32,299 33,122 32,814 32,945 34,789
Tier subscribers as a
percentage of basic subscribers.............. 99.9% 98.3% 96.2% 94.9% 93.2%
Premium service units(5)...................... 16,593 15,324 12,762 12,816 14,312
Premium service units as a
percentage of basic subscribers (pay to
basic ratio)................................. 51.3% 45.5% 37.4% 36.9% 38.3%
Average revenue per subscriber for
the month of December(6)..................... $27.64 $27.60 $30.05 $29.70 $29.36
<FN>
<F1> (1) Unaudited.
<F2> (2) A home is deemed to be "passed" by cable if it can be connected to the
distribution system without any further extension of the distribution
plant.
<F3) (3) A home with one or more television sets connected to a cable television
system is counted as one basic subscriber.
<F4> (4) A home with one or more television sets receiving both basic and tier
service is counted as one tier subscriber. Tier service is not available
in the St. Lucie System.
<F5> (5) A basic subscriber may purchase more than one premium service, each of
which is counted as a separate premium service unit. As a result, the
pay-to-basic ratio can exceed 100%. A premium service unit includes only
single channel services offered for a monthly fee.
<F6> (6) Calculated by dividing total cable related revenues for the month of
December by the number of basic subscribers at the end of the month.

</TABLE>

RISK FACTORS

The Common Stock offered hereby involves a high degree of risk. Each
prospective purchaser should carefully examine all of the information
contained in this Prospectus and should give particular consideration to the
following risk factors:

Net Losses

The Company has experienced net losses since 1989 and may incur net
losses in the future. The Company incurred losses of $658,000, $236,000,
$1,144,000, $7,784,000 and $1,103,000 for the years ended December 31, 1994,
1993, 1992, 1991 and 1990, respectively. There can be no assurance as to
when, if ever, the Company will recognize a net profit.

Going Concern Risks

The Company's independent auditors have expressed substantial doubt
about the Company's ability to continue as a going concern unless the debt and
equity of the Company are restructured. The Company has suffered recurring
losses and has a shareholders' capital deficiency. The existing debt and
equity structure of the Company is not adequate to provide resources for the
viable operation of the business. The Company does not have liquid assets to
repay its outstanding obligations. Additionally, the Company has no available
lines of credit or other significant sources of liquidity.

The Company had total outstanding debt of $25,926,000 at December 31,
1994, consisting of $5,000,000 due under the Morgan Demand Note and
$20,926,000 due under a Credit Agreement with Morgan Guaranty dated November
1989 and amended in April 1990, December 1992, December 1993 and December 1994
(as amended, the "Credit Agreement"). In each of the last three years, the
Company has been unable to make scheduled principal payments in respect of
such indebtedness and has had to reschedule those payments. Based on its
latest financial projections, the Company will not be able to make the
principal payments of long term debt as scheduled for 1995. C-TEC loaned
$887,000 to the Company on March 31, 1995 to enable the Company to make the
principal payment of $887,000 scheduled for that date under the Credit
Agreement. The loan from C-TEC is evidenced by the C-TEC Demand Note. The
Company and Morgan Guaranty are working toward a mutually acceptable
restructuring of the debt and/or equity of the Company and are reviewing
available options, which include the sale of assets, the raising of equity and
the issuance of subordinated debt, among other things. There can be no
assurances that the Company will be able to successfully restructure its debt
and equity or that C-TEC would provide any additional debt financing to the
Company. See "Recent Developments."

Further, the Company has substantial liability under the Lahey
Settlement Agreement. See "Risk Factors--Lahey Litigation." Additionally,
previous deferrals of capital expenditures due to the significant
uncertainties regarding adequacy of working capital, along with the
negative effect regulation will have on future rate increases and operating
expenses (see "Risk Factors--Effect of Regulation") will adversely affect
future operating income.

The Company is undertaking the Rights Offering in order to restructure
its debt and equity. Although the Company believes that if all Rights are
exercised the proceeds to the Company should be sufficient to protect the
viability of the Company in the near term, there can be no assurances in that
regard. Moreover, there can be no assurance that the Company will raise any
proceeds from the Rights Offering. See "Risk Factors--Indefinite Amount of
Proceeds."

Lahey Litigation

CCV, a subsidiary of the Company, is party to a lawsuit commenced in
1988 in the Circuit Court for the County of Ottawa, Michigan, relating to
termination of Kenneth E. Lahey as president of CCV. Mr. Lahey asserted that
as a result of the termination he is entitled to an amount equal to the
fair market value of 10 percent of the outstanding shares of CCV stock (the
"Lahey Interest"). The trial court determined that Mr. Lahey was entitled
to an amount equal to the fair market value of the Lahey Interest and
ordered, among other things, that an appraisal proceeding be held to
determine such fair market value. The Company appealed such order, but the
Michigan Court of Appeals upheld the trial court's decision on December 27,
1993. On December 16, 1994, a panel of three appraisers ("Panel") rendered
a decision in favor of Mr. Lahey in the amount of $2.949 million. The
Company requested the Circuit Court for the City of Ottawa to remand this
proceeding back to the panel for further consideration of certain factors
which were not included in their decision on December 16, 1994. A hearing
was held on January 16, 1995 before the Circuit Court for the City of
Ottawa. The Court issued an Opinion on February 14, 1995 denying the
Company's motions and sustaining the decision of the Panel in the amount of
$2.949 million and awarded pre-judgment interest in the amount of
approximately $1.2 million. The Company filed a Motion for Reconsideration
with the Court. On March 27, 1995, the Court issued an Order denying the
Company's Motion for Reconsideration.

On April 18, 1995, Mr. Lahey and the Company entered into a
Settlement Agreement and Mutual Release (the "Lahey Settlement Agreement")
pursuant to which the Company has agreed to cause CCV to make payments
totaling $4.3 million in full satisfaction of all claims Mr. Lahey may
have had against the Company or its affiliates. The payment schedule
under the Lahey Settlement Agreement is as follows: (i) $100,000 upon
signing of the Agreement, (ii) $1,400,000 on or before July 1, 1995 and
(iii) $700,000 on or before July 1, 1996, 1997, 1998 and 1999. The initial
payment of $100,000 has been paid. C-TEC has agreed to ensure
that the payment of $1,400,000 due on or before July 1, 1995 is
paid. The Company had accrued approximately $4.4 million as of December
31, 1994, representing management's best estimate of the Company's
potential liability in respect of this matter.

Dividend Policy and Restrictions

The Company has not paid dividends in recent years due to the Company's
financial condition and does not expect to pay dividends in the foreseeable
future. In addition, the Credit Agreement prohibits the payment of dividends
on the Common Stock.

Indefinite Amount of Proceeds

Highly Competitive Industry

The cable television industry is highly competitive. Competition for
the Company's services traditionally has come from a variety of providers
including broadcast television, video cassette recorders and home satellite
dishes. Technological and regulatory changes are expected to increase
competition. Direct broadcast satellite (DBS), which allows consumers to
receive cable programming for a fee once they purchase or lease a receiving
dish and a set-top terminal, may increase competition in the future. Two DBS
companies have launched their services in 1994. These services are generally
available throughout the country, including areas in which the Company
operates. In addition, recent changes in federal regulation allow telephone
companies to lease their networks to video programmers under the video
dial-tone platform. Also, the current regulatory environment appears to be
fostering competition in cable television directly by telephone companies, and
in telephone by cable companies. Regulation in a competitive environment is
still evolving. The Company continues to monitor the progress of regulations
affecting the telecommunications industry and continually reassesses its
business plans to address future competition. It is impossible to quantify at
this time the negative impact of these technological and regulatory
developments on the cable television industry in general or on the Company in
particular.

Effect of Regulation

The Company, like other operators of cable television systems, is
subject to regulation at the federal, state and local levels. Many aspects of
such regulations are currently the subject of judicial proceedings and
administrative or legislative proceedings or proposals. On October 5, 1992,
Congress passed the Cable Act, which regulated certain subscriber rates and a
number of other matters in the cable industry, such as mandatory carriage of
local broadcast stations and retransmission consent, and which will increase
the administrative costs of complying with such regulations. The most
significant provision of the Act requires the FCC to establish rules to ensure
that rates for basic services are reasonable for subscribers in areas without
effective competition as defined in the Cable Act. Few municipalities served
by the Company are subject to effective competition.

The FCC's initial rules regulating cable television rates were effective
September 1, 1993, and revised rate regulations were effective May 15, 1994.
The Company restructured its rates and channel offerings in 1993 and 1994 to
comply with these rules and minimize the negative impact on revenues. The
Company has either settled challenges or accrued for anticipated exposures
related to the initial rate regulation rules which were effective September 1,
1993. The Company's 1994 statement of operations includes charges aggregating
approximately $150,000 relating to cable rate regulation liabilities. The
Company in 1994 also reduced rates charged for converters and remotes to
comply with FCC rate regulations which require cable operators to charge for
equipment at cost plus a reasonable profit. The Company believes that it is
in compliance with the amended rate regulation provisions which were effective
May 15, 1994; however, there is no assurance that there will not be challenges
to its restructured rates.

The Company anticipates that certain provisions of the Cable Act that do
not relate to rate regulation -- such as the provisions relating to
retransmission consent and customer service standards -- will reduce the
operating margins of the Company.

No assurance can be given at this time that the above matters will not
have a material adverse effect on the Company's business and results of
operations in the future. Also, no assurance can be given as to what other
future actions Congress, the FCC or other regulatory authorities may take or
the effects thereof on the cable industry in general or the Company in
particular.

Franchise Renewals

The Company's performance is dependent to a large extent on its ability
to obtain and renew its franchise agreements from local government authorities
on acceptable terms. To date, all of the Company's franchises have been
renewed or extended, generally at or prior to their stated expirations and on
acceptable terms. During 1994, the Company completed negotiations with 10
communities resulting in franchise renewals on terms which are acceptable to
the Company. The Company has 76 franchises, 14 of which were in the
three-year FCC franchise renewal window at December 31, 1994. No one
franchise accounts for more than 12% of the Company's total revenue.

Significant Influence of Principal Shareholder

C-TEC, through its wholly owned subsidiary C-TEC Properties, Inc., a
Delaware corporation, owns approximately 43.63% of the outstanding shares of
Common Stock, and C-TEC nominees constitute a majority of the Board of
Directors of the Company. In addition, the Company has entered into a
Management Agreement dated January 1, 1992 (the "Management Agreement") with
C-TEC Cable Systems, Inc., a Delaware corporation and wholly owned subsidiary
of C-TEC ("CCS"). Through its ownership of Common Stock and its
representation on the Board of Directors of the Company, and as a result of
the existence of the Management Agreement, C-TEC has significant influence
over the management and operations of the Company. C-TEC's substantial
ownership interest in, and significant influence over, the Company may tend
to deter nonnegotiated tender offers or other efforts to obtain control of the
Company and thereby preclude shareholders from having the opportunity to sell
shares at prices higher than those otherwise prevailing.

Assuming that all Holders exercise their Rights pursuant to the Basic
Subscription Privilege, the ownership interest of C-TEC in the Company will
not be reduced as a result of the Rights Offering. If (i) in accordance with
its stated intention, C-TEC exercises its Rights and oversubscribes for all
other Underlying Shares and (ii) no other Holders exercise their rights, C-TEC
will own [ ]% of the Common Stock after the Rights Offering.

The Management Agreement provides that the Company will pay CCS: (a) an
annual fee equal to the greater of (i) $500,000 or (ii) a percentage of the
Company's annual revenues (ranging from 5% of $10 million of revenues, as
defined, to 4% of revenues in excess of $20 million); and (b) an annual
incentive bonus equal to 25% of the Company's earnings before interest,
depreciation, amortization and taxes ("EBIDAT") as adjusted, during the
applicable fiscal year less the base year EBIDAT of $3.85 million. During
1994, CCS earned management and incentive fees of approximately $1.1 million
pursuant to the Management Agreement.

Relationship with C-TEC; Conflicts of Interest

C-TEC owns and operates cable television systems and is engaged in other
aspects of the telecommunications industry. Certain persons serve as officers
or directors of the Company and as officers or directors of one or more of
C-TEC and its controlling entities. Additionally, the entities that control
C-TEC also control MFS Communications Company, Inc. ("MFS"), which provides a
variety of telecommunications services, primarily over its digital fiber optic
telecommunications networks. These relationships may lead to conflicts of
interest. Potential conflicts of interest will be dealt with on a
case-by-case basis taking into consideration relevant factors including
<PAGE>
prevailing corporate practices. The Company has established an Affiliate
Transaction Review Committee of the Board of Directors to evaluate certain
transactions in which a potential conflict of interest may be involved.

All of the Company's executive officers are officers of C-TEC. The
executive officers of the Company devote a majority of their time and
attention to the business and affairs of C-TEC.

Uncertain Market for Rights and Common Stock

No assurances can be given regarding whether an active trading market
for the Rights will develop and, if one does develop, how long it will
continue or the prices at which the Rights will trade from time to time in
relation to the Common Stock. Moreover, because the Rights are new
securities, the trading markets, if any, for the Rights may be volatile.
There also can be no assurance that the shares of Common Stock issuable upon
exercise of the Rights will trade at or above the Subscription Price. There
is currently only a limited public market for the Common Stock. The Common
Stock is traded in the over-the-counter market and is quoted on the OTC
Bulletin Board (with such quotes reported in the pink sheets of the National
Quotations Bureau, Inc.). Holders who purchase Common Stock pursuant to the
Rights Offering may have difficulty selling their Common Stock due to a lack
of an active trading market.

Dilution

Holders who do not exercise their Rights will experience a decrease in
their proportionate interest in the equity ownership and voting power of the
Company. The sale of the Rights may not compensate a holder for all or any
part of any reduction in the market value of such shareholder's Common Stock
resulting from the Rights Offering. Shareholders who do not exercise or sell
their Rights will relinquish any value inherent in the Rights. Accordingly,
holders are strongly urged to exercise or sell their Rights.

The Subscription Price per shares of Common Stock exceeds the net
tangible book value per shares of Common Stock, which is negative.
Accordingly, the purchasers of the Common Stock in the Rights Offering will
experience immediate and substantial dilution. See "Dilution."

Based on the 2,393,530 shares of Common Stock outstanding as of March
31, 1995, the consummation of the Rights Offering would result (on a pro forma
basis as of such date and assuming no additional Rights are issued as a result
of rounding the number of Rights distributed to holders up to the nearest
whole number) in an increase of [ ] shares of Common Stock
outstanding.

Market Considerations

There can be no assurance that the market price of the Common Stock will
not decline during the period the Rights are outstanding or that, following
the issuance of the Rights and the sale of the Underlying Shares upon exercise
of Rights, a subscribing Rights holder will be able to sell shares purchased
in the Rights Offering at a price equal to or greater than the Subscription
Price. Once a holder of Rights has exercised the Basic Subscription Privilege
or the Oversubscription Privilege, such exercise may not be revoked. Moreover,
until certificates are delivered, subscribing Rights holders may not be able
to sell the shares of Common Stock that they have purchased in the Rights
Offering. Certificates representing shares of Common Stock purchased pursuant
to the Basic Subscription Privilege will be delivered as soon as practicable
after the corresponding Rights have been validly exercised and full payment
for the shares has been received and cleared. For shares purchased pursuant
to the Oversubscription Privilege, delivery of certificates will occur as soon
as practicable after the Expiration Date and after all prorations and
adjustments contemplated by the terms of the Rights Offering have been
effected.

No interest will be paid to Rights holders on funds delivered to the
Subscription Agent pursuant to the exercise of Rights pending delivery of
Underlying Shares.

USE OF PROCEEDS

The net cash proceeds from the Rights Offering after payment of fees and
expenses would be approximately $8.5 million, assuming full exercise of all
Rights. The Rights Offering is, however, not conditioned upon any minimum
level of exercise of the Rights, and there can be no assurance that the
Company will raise any proceeds from the Rights Offering. C-TEC has, however,
informed the Company that it intends to exercise the Rights it receives for an
aggregate subscription price of $[ ] and that it intends to exercise
the Oversubscription Privilege to subscribe for all other Underlying Shares.
The opportunity to exercise the Oversubscription Privilege is available to all
holders of Rights on the same terms. See "The Rights Offering--Subscription
Privileges--Oversubscription Privilege." C-TEC does not intend to purchase
any additional Rights through open market purchases or otherwise.

The net proceeds, if any, from the Rights Offering will be used for
general corporate purposes. Specifically, the Company expects that any such
proceeds will be used (i) to repay up to $5 million of outstanding
indebtedness to Morgan Guaranty under the Morgan Demand Note, (ii) if
additional proceeds remain, to pay all or a portion of the payment of
$1,400,000 to be paid under the Lahey Settlement Agreement on or before July
1, 1995, (iii) if additional proceeds remain, to repay up to $887,000 of
outstanding indebtedness to C-TEC under the C-TEC Demand Note and (iv) if
additional proceeds remain, for other corporate purposes including capital
expenditures. The Morgan Demand Note has no stated maturity, is payable on
demand and has an interest rate equal to a base rate (higher of prime or
federal funds rate plus 1/2%) plus 1-3/4%. As of December 31, 1994, the
weighted average effective rate of interest on the Morgan Demand Note was
10.25%. The C-TEC Demand Note has no stated Maturity, is payable upon
demand and bears interest at a rate equal to the weighted average effective
rate charged under the Credit Agreement for the relevant period. See
"Recent Developments."

RECENT DEVELOPMENTS

CCV, a subsidiary of the Company, is party to a lawsuit commenced in
1988 in the Circuit Court for the County of Ottawa, Michigan, relating to
termination of Kenneth E. Lahey as president of CCV. Mr. Lahey asserted that
as a result of the termination he is entitled to an amount equal to the fair
market value of 10 percent of the outstanding shares of CCV stock (the "Lahey
Interest"). The trial court determined that Mr. Lahey was entitled to an
amount equal to the fair market value of the Lahey Interest and ordered, among
other things, that an appraisal proceeding be held to determine such fair
market value. The Company appealed such order, but the Michigan Court of
Appeals upheld the trial court's decision on December 27, 1993. On December
16, 1994, a panel of three appraisers ("Panel") rendered a decision in favor
of Mr. Lahey in the amount of $2.949 million. The Company requested the
Circuit Court for the City of Ottawa to remand this proceeding back to the
panel for further consideration of certain factors which were not included in
their decision on December 16, 1994. A hearing was held on January 16, 1995
before the Circuit Court for the City of Ottawa. The Court issued an Opinion
on February 14, 1995 denying the Company's motions and sustaining the decision
of the Panel in the amount of $2.949 million and awarded pre-judgment interest
in the amount of approximately $1.2 million. The Company filed a Motion for
Reconsideration with the Court. On March 27, 1995, the Court issued an Order
denying the Company's Motion for Reconsideration.

On April 18, 1995, Mr. Lahey and the Company entered into the Lahey
Settlement Agreement pursuant to which the Company has agreed to cause CCV
to make payments totaling $4.3 million in full satisfaction of all claims
Mr. Lahey may have had against the Company or its affiliates. The payment
schedule under the Lahey Settlement Agreement is as follows: (i) $100,000
upon signing of the Agreement, (ii) $1,400,000 on or before July 1, 1995
and (iii) $700,000 on or before July 1, 1996, 1997, 1998 and 1999. The
initial payment of $100,000 has been paid. C-TEC has agreed to ensure that
the payment of $1,400,000 due on or before July 1, 1995 is paid. The
Company had accrued approximtely $4.4 million as of December 31, 1994,
representing management's best estimate of the Company's potential
liability in respect of the matter.

The Company had total outstanding debt of $25,926,000 at December 31,
1994, consisting of $5,000,000 due under the Morgan Demand Note, at a weighted
average effective interest rate of 10.25%, and $20,926,000 due under the
Credit Agreement, at a weighted average effective interest rate of 6.65%.
Interest under the Credit Agreement is based on prime, Libor or CD rates
depending on the type of loan and terms of the agreement. Borrowings under
the Credit Agreement mature as follows: $887,000 on June 30, 1995, $4,032,000
on December 31, 1995, and $5,040,000 on December 31, 1996, 1997 and 1998. In
December 1992 and December 1993 Morgan Guaranty agreed to allow the Company to
restructure principal payments of $1,008,000 due in December 1992 and
$2,016,000 due in December 1993 into three installments due in December 1992,
March 1993 and June 1993 with respect to the December 1992 restructuring and
December 1993, March 1994 and June 1994 with respect to the December 1993
restructuring. These restructured payments have been paid in full. In
December 1994, the bank again agreed to allow the Company to restructure a
principal payment of $3,024,000 due in December 1994 into three installments
of $1,250,000 due and paid in December 1994 and $887,000 due in March and June
1995 respectively. The remaining scheduled principal payment amounts and due
dates were not affected. Based on the latest financial projections, the
Company will not be able to make the principal payments of long term debt as
scheduled for 1995. C-TEC loaned $887,000 to the Company on March 31, 1995 to
enable the Company to make the principal payment of $887,000 scheduled for
that date under the Credit Agreement. The loan from C-TEC is evidenced by the
C-TEC Demand Note. The C-TEC Demand Note has no stated Maturity, is payable
upon demand and bears interest at a rate equal to the weighted average
effective rate charged under the Credit Agreement for the relevant period.
The Company and Morgan Guaranty are working toward a mutually acceptable
restructuring of the debt and/or equity of the Company and are reviewing
available options, which include the sale of assets, the raising of equity and
the issuance of subordinated debt, among other things. There can be no
assurances that the Company will be able to successfully restructure its debt
and equity or that C-TEC would provide additional debt financing to the
Company.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock trades on the over-the-counter market. From May 1989
until February 1992 the principal market for the Common Stock was The Nasdaq
Stock Market ("Nasdaq"). However, the Common Stock's Nasdaq designation was
terminated on February 6, 1992 because the Company did not meet Nasdaq's
minimum capital and surplus requirements. Since then, the Common Stock has
been, and presently is, quoted on the OTC Bulletin Board (with such quotes
reported in the pink sheets of the National Quotations Bureau, Inc.) under the
symbol "MEEO." The following table indicates the high and low per-share bid
prices for the Common Stock as quoted on the OTC Bulletin Board since February
7, 1992, the first date quotes were available for the Common Stock on the OTC
Bulletin Board following termination of the Nasdaq designation. Prices listed
below represent inter-dealer quotations without adjustment for retail
mark-ups, mark-downs or commissions and may not necessarily represent actual
transactions. Trading of the Common Stock has been limited and sporadic and
thus does not constitute an established public trading market.

High Low

1992
First Quarter(1)........... $4.00 $3.50
Second Quarter............. 4.00 3.50
Third Quarter.............. 3.50 3.00
Fourth Quarter............. 3.00 2.50
1993
First Quarter.............. 3.50 2.75
Second Quarter............. 3.50 2.75
Third Quarter.............. 4.00 2.75
Fourth Quarter............. 4.125 3.125
1994
First Quarter.............. 4.00 3.75
Second Quarter............. 4.00 3.25
Third Quarter.............. 3.50 3.00
Fourth Quarter............. 3.75 3.00
1995
First Quarter.............. 3.75 3.75
Second Quarter(2).......... 3.75 3.75
____________________________

(1) From February 7, 1992.
(2) Through the close of business on April 18, 1995.

DILUTION

The Company currently has a negative net worth. The net tangible book
value of the shares of Common Stock as of December 31, 1994 was a deficiency
of approximately $(15.9) million, or $(6.63) per share. "Net tangible book
value" per share represents the amount of total tangible assets (total assets
less intangible assets) less total liabilities, divided by the number of
shares of Common Stock outstanding. After giving effect to the sale by the
Company of the [ ] shares of Common Stock offered hereby (assuming
full exercise of the Rights) and after deducting the estimated offering
expenses, the pro forma net tangible book value of the Company as of December
31, 1994 would have been approximately $[ ], or $[ ] per share,
representing an immediate and substantial dilution of $[ ] per share in
respect of shares of Common Stock purchased pursuant to this Rights Offering.
The following table illustrates this per share dilution:

Subscription Price...................................... $[ ]
Net tangible book value per share before offering... $(6.63)
Increase per share attributable to shareholders
exercising Rights................................ [ ]
Pro forma net tangible book value per share after offering [ ]
Dilution to shareholders exercising Rights(1)........... $ [ ]

(1) Dilution is determined by subtracting the net tangible book value per
share from the Subscription Price paid by an investor for a share of Common
Stock in the Rights Offering.

THE RIGHTS OFFERING

The Rights

The Company is distributing transferable Rights at no cost to the record
holders ("Holders") of outstanding shares of Common Stock as of ________ __,
1995 (the "Record Date"). The Company will distribute [ ] Rights for every
[ ] shares of Common Stock held on the Record Date. The Rights will be
evidenced by transferable subscription certificates (the "Subscription
Certificates") and each such Right entitles the holder thereof to subscribe
for one share of Common Stock.

The Subscription Price of $________ per share of Common Stock represents
a discount of __% from the closing bid price of $______ for the Common Stock
as quoted on the OTC Bulletin Board on ________ __, 1995, the day of the
commencement of the Rights Offering. There can be no assurance that the Common
Stock will trade at prices above the Subscription Price. See "Risk
Factors--Uncertain Market for Rights."

No fractional Rights or cash in lieu thereof will be issued or paid.
The number of Rights distributed to each Holder will be rounded up to the
nearest whole number. No Subscription Certificate may be divided in such a
way as to permit the holder of such certificate to receive a greater number of
Rights than the number to which such Subscription Certificate entitles its
holder, except that a depository, bank, trust company, or securities broker or
dealer holding shares of Common Stock on the Record Date for more than one
beneficial owner may, upon proper showing to the Subscription Agent, exchange
its Subscription Certificate to obtain a Subscription Certificate for the
number of Rights to which all such beneficial owners in the aggregate would
have been entitled had each been a Holder on the Record Date. The Company
reserves the right to refuse to issue any such Subscription Certificate if
such issuance would be inconsistent with the principle that each beneficial
owner's holdings will be rounded up to the nearest whole Right.

Because the number of Rights distributed to each record holder will be
rounded up to the nearest whole number, beneficial owners of Common Stock who
are also the record holders of such shares will receive more Rights under
certain circumstances than beneficial owners of Common Stock who are not the
record holders of their shares and who do not obtain (or cause the record
holder of their shares of Common Stock to obtain) a separate Subscription
Certificate with respect to the shares beneficially owned by them, including
shares held in an investment advisory or similar account. To the extent that
record holders of Common Stock or beneficial owners of Common Stock who obtain
a separate Subscription Certificate receive more Rights, they will be able to
subscribe for more shares pursuant to the Basic Subscription Privilege and,
in the event shares subscribed for pursuant to the Oversubscription Privilege
are prorated, such record holders or beneficial owners will be able to
subscribe for more shares pursuant to the Oversubscription Privilege.

The issuance by the Company of shares of Common Stock pursuant to the
Rights Offering is not conditioned upon the subscription of any minimum number
of shares of Common Stock by holders of the Rights, and no assurance can be
given that the Company will raise any proceeds from the Rights Offering.
C-TEC has, however, informed the Company that it intends to exercise the
Rights it receives for an aggregate subscription price of $[ ] and
that it intends to exercise the Oversubscription Privilege to subscribe for
all other Underlying Shares. The opportunity to exercise the Oversubscription
Privilege is available to all holders of Rights on the same terms. See "The
Rights Offering--Subscription Privileges--Oversubscription Privilege." C-TEC
does not intend to purchase any additional Rights through open market
purchases or otherwise.

BEFORE EXERCISING OR SELLING ANY RIGHTS, POTENTIAL INVESTORS ARE URGED
TO READ CAREFULLY THE INFORMATION SET FORTH UNDER "RISK FACTORS."

Expiration Date

The Rights will expire at 5:00 p.m., New York City time, on ________ __,
1995, unless extended (as it may be extended, the "Expiration Date"). After
such time, unexercised Rights will be null and void. The Company will not be
obligated to honor any purported exercise of Rights received by the
Subscription Agent after 5:00 p.m., New York City time, on the Expiration
Date, regardless of when the documents relating to such exercise were sent,
except pursuant to the Guaranteed Delivery Procedures described below.

Subscription Privileges

Basic Subscription Privilege. Each Right will entitle the Holder
thereof to receive, upon payment of the Subscription Price, one share of
Common Stock (the "Basic Subscription Privilege"). Certificates representing
shares of Common Stock purchased pursuant to the Basic Subscription Privilege
will be delivered to subscribers as soon as practicable after the
corresponding Rights have been validly exercised and full payment for shares
has been received and cleared.

Oversubscription Privilege. Subject to the allocation described below,
each Right also carries the right to subscribe at the Subscription Price for
additional shares of Common Stock (the "Oversubscription Privilege") up to the
amount offered hereby. All beneficial holders who exercise the Basic
Subscription Privilege in full will be entitled to exercise the
Oversubscription Privilege.

Underlying Shares will be available for purchase pursuant to the
Oversubscription Privilege only to the extent that any Underlying Shares are
not subscribed for through the Basic Subscription Privilege. If the
Underlying Shares not subscribed for through the Basic Subscription Privilege
(the "Excess Shares") are not sufficient to satisfy all subscriptions pursuant
to the Oversubscription Privilege, the Excess Shares will be allocated pro
rata (subject to the elimination of fractional shares) among those holders of
Rights exercising the Oversubscription Privilege, in proportion, not to the
number of shares requested pursuant to the Oversubscription Privilege, but to
the number of shares each beneficial holder exercising the Oversubscription
Privilege has purchased pursuant to the Basic Subscription Privilege;
provided, however, that if such pro rata allocation results in any Rights
holder being allocated a greater number of Excess Shares than such holder
subscribed for pursuant to the exercise of such holder's Oversubscription
Privilege, then such holder will be allocated only such number of Excess
Shares as such holder subscribed for and the remaining Excess Shares will be
allocated among all other holders exercising the Oversubscription Privilege.
Certificates representing shares of Common Stock purchased pursuant to the
Oversubscription Privilege will be delivered to subscribers as soon as
practicable after the Expiration Date and after all prorations and adjustments
contemplated by the terms of the Rights Offering have been effected.

Banks, brokers and other nominee holders of Rights who exercise the
Basic Subscription Privilege and the Oversubscription Privilege on behalf of
beneficial owners of Rights will be required to certify to the Subscription
Agent and the Company, in connection with the exercise of the Oversubscription
Privilege, as to the aggregate number of Rights that have been exercised and
the number of Underlying Shares that are being subscribed for pursuant to the
Oversubscription Privilege by each beneficial owner of Rights on whose behalf
such nominee holder is acting.

Exercise of Rights

Rights may be exercised by delivering to The First National Bank of
Boston (the "Subscription Agent"), at or prior to 5:00 p.m., New York City
time, on the Expiration Date, the properly completed and executed Subscription
Certificate evidencing such Rights with any signatures required to be
guaranteed so guaranteed, together with payment in full of the Subscription
Price for each Underlying Share subscribed for pursuant to the Basic
Subscription Privilege and the Oversubscription Privilege. Any Rights holder
subscribing for an aggregate of more than 25,000 Underlying Shares pursuant to
the Oversubscription Privilege prior to the Expiration Date shall not be
required to deliver payment for such number of Underlying Shares in excess of
25,000 until the Expiration Date. The Company, in its sole discretion, may
determine to waive payment for such excess number of Underlying Shares until
after the Expiration Date and after all prorations and adjustments
contemplated by the terms of the Rights Offering have been effected. All
payments must be by (a) check or bank draft drawn upon a U.S. bank or postal
or express money order payable to The First National Bank of Boston, as
Subscription Agent, or (b) by wire transfer of same-day funds, in which case
please contact the Subscription Agent at (617) 575-2700 for such information.
Payments will be deemed to have been received by the Subscription Agent only
upon (i) clearance of any uncertified check, (ii) receipt by the Subscription
Agent of any certified check or bank draft upon a U.S. bank or of any postal
or express money order or (iii) receipt of good funds in the Subscription
Agent's account designated above. If paying by uncertified personal check,
please note that the funds paid thereby may take at least five business days
to clear. Accordingly, holders of Rights who wish to pay the Subscription
Price by means of uncertified personal check are urged to make payment
sufficiently in advance of the Expiration Date to ensure that such payment is
received and clears by such date and are urged to consider payment by means of
certified or cashier's check, money order or wire transfer of funds.

The address to which the Subscription Certificates and payment of the
Subscription Price should be delivered is:

By Mail:

The First National Bank of Boston
P.O. Box 1872
Mail Stop 45-01-19
Boston, Massachusetts
02105-1872

By Hand:

BancBoston Trust Company of
New York
55 Broadway
3rd Floor
New York, New York
10006

By Overnight Courier:

The First National Bank of Boston
Shareholder Services Division
150 Royall Street
Mail Stop 45-01-19
Canton, Massachusetts
02021

If a Rights holder wishes to exercise Rights, but time will not permit such
holder to cause the Subscription Certificate or Subscription Certificates
evidencing such Rights to reach the Subscription Agent on or prior to the
Expiration Date, such Rights may nevertheless be exercised if all of the
following conditions (the "Guaranteed Delivery Procedures") are met:

(i) such holder has caused payment in full of the Subscription Price
for each Underlying Share being subscribed for pursuant to the Basic
Subscription Privilege and the Oversubscription Privilege (subject to
the right of the Company to waive advance payment in respect of the
Oversubscription Privilege as described above) to be received (in the
manner set forth above) by the Subscription Agent on or prior to the
Expiration Date;

(ii) the Subscription Agent receives, on or prior to the Expiration
Date, a guarantee notice ("Notice of Guaranteed Delivery"),
substantially in the form provided with the instructions as to use of
Mercom, Inc. Subscription Certificates (the "instructions") distributed
with the Subscription Certificates, from a member firm of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc. ("NASD"), or from a commercial bank or trust
company having an office or correspondent in the United States or from a
bank, stockbroker, savings and loan association or credit union with
membership in an approved signature guarantee medallion program,
pursuant to Rule 17Ad-15 of the Exchange Act (each, an "Eligible
Institution"), stating the name of the exercising Rights holder, the
number of Rights represented by the Subscription Certificate or
Subscription Certificates held by such exercising Rights holder, the
number of Underlying Shares being subscribed for pursuant to the Basic
Subscription Privilege and the number of Underlying Shares, if any,
being subscribed for pursuant to the Oversubscription Privilege, and
guaranteeing the delivery to the Subscription Agent of any Subscription
Certificate evidencing such Rights within five business days following
the Expiration Date; and

(iii) the properly completed Subscription Certificate evidencing the
Rights being exercised, with any signatures required to be guaranteed so
guaranteed, is received by the Subscription Agent within five business
days following the Expiration Date. The Notice of Guaranteed Delivery
may be delivered to the Subscription Agent in the same manner as
Subscription Certificates at the address set forth above, or may be
transmitted to the Subscription Agent by facsimile transmission
(telecopy no. (617) 575-2232 or -2233). Additional copies of the form
of Notice of Guaranteed Delivery are available upon request from the
Information Agent, whose address and telephone number are set forth
under "Information Agent."

Funds received in payment of the Subscription Price for Excess Shares
subscribed for pursuant to the Oversubscription Privilege will be held in a
segregated account pending issuance of such Excess Shares. If a Rights holder
exercising the Oversubscription Privilege is allocated less than all of the
shares of Common Stock which such holder subscribed for pursuant to the
Oversubscription Privilege, the excess funds paid by such holder in respect of
the Subscription Price for shares not issued shall be returned by mail without
interest or deduction as soon as practicable after the Expiration Date and
after all prorations and adjustments contemplated by the terms of the Rights
Offering have been effected.

Unless a Subscription Certificate (i) provides that the shares of Common
Stock to be issued pursuant to the exercise of Rights represented thereby are
to be delivered to the record holder of such Rights or (ii) is submitted for
the account of an Eligible Institution, signatures on such Subscription
Certificate must be guaranteed by an Eligible Institution or other eligible
guarantor institution which is a member of or a participant in a medallion
guarantee program acceptable to the Subscription Agent.

Holders who hold shares of Common Stock for the account of others, such
as brokers, trustees or depositories for securities, should notify the
respective beneficial owners of such shares as soon as possible to ascertain
such beneficial owners' intentions and to obtain instructions with respect to
the Rights. If the beneficial owner so instructs, the record holder of such
Rights should complete Subscription Certificates and submit them to the
Subscription Agent with the proper payment. In addition, beneficial owners of
Common Stock or Rights held through a record holder should contact the holder
and request the holder to effect transactions in accordance with such
beneficial owner's instructions.

The instructions accompanying the Subscription Certificates should be
read carefully and followed in detail. DO NOT SEND SUBSCRIPTION CERTIFICATES
TO THE COMPANY.

THE METHOD OF DELIVERY OF SUBSCRIPTION CERTIFICATES AND PAYMENT OF THE
SUBSCRIPTION PRICE TO THE SUBSCRIPTION AGENT WILL BE AT THE ELECTION AND RISK
OF THE RIGHTS HOLDERS, BUT IF SENT BY MAIL IT IS RECOMMENDED THAT SUCH
CERTIFICATES AND PAYMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED, AND THAT A SUFFICIENT NUMBER OF DAYS BE ALLOWED TO
ENSURE DELIVERY TO THE SUBSCRIPTION AGENT AND CLEARANCE OF PAYMENT PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. BECAUSE UNCERTIFIED
PERSONAL CHECKS MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR, YOU ARE
STRONGLY URGED TO PAY, OR ARRANGE FOR PAYMENT, BY MEANS OF CERTIFIED OR
CASHIER'S CHECK, MONEY ORDER OR WIRE TRANSFER OF FUNDS.

All questions concerning the timeliness, validity, form and eligibility
of any exercise of Rights will be determined by the Company, whose
determinations will be final and binding. The Company in its sole discretion
may waive any defect or irregularity, or permit a defect or irregularity to be
corrected within such time as it may determine, or reject the purported
exercise of any Right. Subscriptions will not be deemed to have been received
or accepted until all irregularities have been waived or cured within such
time as the Company determines in its sole discretion. Neither the Company,
the Subscription Agent, nor the Information Agent will be under any duty to
give notification of any defect or irregularity in connection with the
submission of Subscription Certificates or incur any liability for failure to
give such notification.

Any questions or requests for assistance concerning the method of
exercising Rights or requests for additional copies of this Prospectus, the
Instructions or the Notice of Guaranteed Delivery should be directed to the
Information Agent, MacKenzie Partners, Inc., at its address set forth under
"Information Agent" (telephone: (212) 929-5500 or (800) 322-2885).

No Revocation

ONCE A HOLDER OF RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION PRIVILEGE
AND/OR THE OVERSUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED.

Method of Transferring Rights

Rights may be purchased or sold through usual investment channels,
including banks and brokers. It is anticipated that the Rights will be traded
on the over-the-counter market under the symbol "MEEOR." Rights also may be
sold in private sales transactions. No assurance can be given, however, that
a market for the Rights will develop or, if such a market develops, as to how
long it will continue.

The Rights evidenced by a single Subscription Certificate may be
transferred in whole by endorsing the Subscription Certificate for transfer in
accordance with the instructions accompanying the Subscription Certificate. A
portion of the Rights evidenced by a single Subscription Certificate (but not
fractional Rights) may be transferred by delivering to the Subscription Agent
a Subscription Certificate properly endorsed for transfer, with instructions
to register such portion of the Rights evidenced thereby in the name of the
transferee (and to issue a new Subscription Certificate to the transferee
evidencing such transferred Rights). In such event, a new Subscription
Certificate evidencing the balance of the Rights will be issued to the Rights
holder or, if the Rights holder so instructs, to an additional transferee.

Holders wishing to transfer all or a portion of their Rights (but not
fractional Rights) should allow a sufficient amount of time prior to the
Expiration Date for (i) the transfer instructions to be received and processed
by the Subscription Agent, (ii) a new Subscription Certificate to be issued
and transmitted to the transferee or transferees with respect to transferred
Rights, and to the transferor with respect to retained Rights, if any, and
(iii) the Rights evidenced by such new Subscription Certificates to be
exercised or sold by the recipients thereof. Neither the Company nor the
Subscription Agent shall have any liability to a transferee or transferor of
Rights if Subscription Certificates are not received in time for exercise or
sale prior to the Expiration Date.

Except for the fees charged by the Subscription Agent (which will be
paid by the Company), all commissions, fees and other expenses (including
brokerage commissions and transfer taxes) incurred in connection with the
purchase, sale or exercise of Rights will be for the account of the transferor
of the Rights, and none of such commissions, fees or expenses will be paid by
the Company or the Subscription Agent.

Procedures for Book Entry Transfer Facility Participants

The Company anticipates that the Rights will be eligible for transfer
through, and that the exercise of the Basic Subscription Privilege (but not
the Oversubscription Privilege) may be effected through, the facilities of the
Depository Trust Company, Midwest Securities Trust Company and Philadelphia
Depository Trust Company (collectively, the "Book Entry Facilities"; Rights
exercised through any such facility are referred to as "Book Entry Exercised
Rights"). The holder of a Book Entry Exercised Right may exercise the
Oversubscription Privilege in respect of such Book Entry Exercised Right by
properly executing and delivering to the Subscription Agent, at or prior to
5:00 p.m., New York City time, on the Expiration Date, a Nominee Holder
Oversubscription Form, together with payment of the Subscription Price for the
number of Underlying Shares for which the Oversubscription Privilege is to be
exercised. Any Rights holder subscribing for an aggregate of more than 25,000
Underlying Shares pursuant to the Oversubscription Privilege prior to the
Expiration Date shall not be required to deliver payment for such number of
Underlying Shares in excess of 25,000 until the Expiration Date. The Company,
in its sole discretion, may determine to waive payment for such excess number
of Underlying Shares until after the Expiration Date and after all prorations
and adjustments contemplated by the terms of the Rights Offering have been
effected. Copies of the Nominee Holder Oversubscription Form may be obtained
from the Subscription Agent.

Determination of Subscription Price

The Subscription Price was determined by the Company and its Board of
Directors. In making this determination, the Company considered, among other
factors, the market price of the Common Stock, the pro rata nature of the
offering and pricing discounts customarily applied in transactions of this
type. The Subscription Price should not be considered an indication of the
actual value of the Company or the Common Stock. See "Price Range of Common
Stock and Dividend Policy."

Intent of C-TEC

C-TEC will receive [ ] Rights in respect of the shares of Common
Stock it owns, and such Rights represent 43.63% of the total Rights to be
distributed. C-TEC has informed the Company that it intends to exercise the
Rights it receives for an aggregate subscription price of $[ ] and that
it intends to exercise the Oversubscription Privilege to subscribe for all
other Underlying Shares. The opportunity to exercise the Oversubscription
Privilege is available to all holders of Rights on the same terms. See "The
Rights Offering--Subscription Privileges--Oversubscription Privilege." C-TEC
does not intend to purchase any additional Rights through open market
purchases or otherwise. If (i) in accordance with its stated intent, C-TEC
exercises its Rights and oversubscribes for all other Underlying Shares and
(ii) no other Holders exercise their Rights, C-TEC will own approximately [ ]%
of the Common Stock after the Rights Offering.

Foreign and Certain Other Shareholders

Subscription Certificates will not be mailed to Holders whose addresses
are outside the United States or who have an APO or FPO address, but will be
held by the Subscription Agent for their account. To exercise such Rights,
such a Holder must notify the Subscription Agent on or prior to 11:00 a.m.,
New York City time, on ________ __, 1995, and must establish to the
satisfaction of the Subscription Agent that such exercise is permitted under
applicable law. If such a Holder does not notify the Subscription Agent and
provide acceptable instructions to the Subscription Agent by such time, such
Rights represented thereby will be sold, if feasible, and the net proceeds, if
any, remitted to such Holder. If the Rights can be sold, sales of such Rights
will be deemed to have been effected at the weighted average price received by
the Subscription Agent on the day such Rights are sold, less any applicable
brokerage commissions, taxes and other expenses.

Other Matters

The Rights Offering is not being made in any state or other jurisdiction
in which it is unlawful to do so, nor is the Company selling or accepting any
offers to purchase any shares of Common Stock from Rights holders who are
residents of any such state or other jurisdiction. The Company may delay the
commencement of the Rights Offering in certain states or other jurisdictions
in order to comply with the securities law requirements of such states or
other jurisdictions. It is not anticipated that there will be any changes in
the terms of the Rights Offering. The Company, if it so determines in its
sole discretion, may decline to make modifications to the terms of the Rights
Offering requested by certain states or other jurisdictions, in which event
Rights holders resident in those states or jurisdictions will not be eligible
to participate in the Rights Offering.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary describes certain United States federal income tax
considerations applicable to U.S. Holders who hold Common Stock as a capital
asset and who receive Rights in respect of such Common Stock in the initial
issuance of the Rights (the "Issuance"). This summary is based upon laws,
regulations, rulings and decisions currently in effect. This summary does not
discuss all aspects of federal income taxation that may be relevant to a
particular investor or to certain types of investors subject to special
treatment under the federal income tax laws (for example, banks, dealers in
securities, life insurance companies, tax exempt organizations and foreign
taxpayers), nor does it discuss any aspect of state, local or foreign tax laws.

Issuance of the Rights

Holders of Common Stock will not recognize taxable income in connection
with the receipt or exercise of the Rights.

Basis and Holding Period of the Rights

Except as provided in the following sentence, the basis of the Rights
received by a shareholder as a distribution with respect to such shareholder's
Common Stock will be zero. If either (i) the fair market value of the Rights
on the date of Issuance is 15% or more of the fair market value (on the date
of Issuance) of the Common Stock with respect to which they are received or
(ii) the shareholder elects, in his or her federal income tax return for the
taxable year in which the Rights are received, to allocate part of the basis
of such Common Stock to the Rights, then upon exercise or transfer of the
Rights, the shareholder's basis in such Common Stock will be allocated between
the Common Stock and the Rights in proportion to the fair market values of
each on the date of Issuance. The holding period of a shareholder with
respect to the Rights received as a distribution on such shareholder's Common
Stock will include the shareholder's holding period for the Common Stock with
respect to which the Rights were issued.

Transfer of the Rights

A shareholder who sells Rights received in the Issuance prior to
exercise will recognize gain or loss equal to the difference between the sale
proceeds and such shareholder's basis (if any) in the Rights sold. Such gain
or loss will be long-term capital gain or loss if such shareholder's holding
period in the Rights (as discussed above) exceeds one year. The excess of net
long-term capital gains over net short-term capital losses is taxed at a
lower rate than ordinary income for certain non-corporate taxpayers. The
distinction between capital gain or loss and ordinary income is also
relevant for purposes of, among other things, limitations on the
deductibility of capital losses.

Lapse of the Rights

Shareholders who allow the Rights received by them at the Issuance to
lapse will not recognize any gain or loss, and no adjustment will be made to
the basis of the Common Stock, if any, owned by such holders of the Rights.

Exercise of the Rights; Basis
and Holding Period of Common Stock

Holders of Rights will not recognize any gain or loss upon the exercise
of such Rights. The basis of the Common Stock acquired through exercise of
the Rights will be equal to the sum of the Subscription Price therefor and the
Rights holder's basis in such Rights (if any) as described above. The holding
period for the Common Stock acquired through exercise of the Rights will begin
on the date the Rights are exercised.

THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY.
ACCORDINGLY, EACH SHAREHOLDER IS URGED TO CONSULT WITH HIS OR HER OWN TAX
ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF THE RIGHTS OFFERING ON HIS OR
HER OWN PARTICULAR TAX SITUATION, INCLUDING THE APPLICATION AND EFFECT OF
STATE AND LOCAL INCOME AND OTHER TAX LAWS.

DESCRIPTION OF CAPITAL STOCK

The following general summary of the Common Stock is qualified in its
entirety by reference to the Company's Certificate of Incorporation (the
"Certificate of Incorporation"), a copy of which is on file with the
Commission. See "Available Information."

The authorized capital stock of the Company is 5,150,000 shares,
consisting of 5,000,000 shares of Common Stock, par value $1.00 per share, and
150,000 shares of Preferred Stock, par value $100 per share ("Preferred
Stock"). As of March 31, 1995, the Company had outstanding 2,393,530 shares
of Common Stock and no shares of Preferred Stock.

With respect to all matters upon which shareholders are entitled to vote
(including the election of directors), every holder of Common Stock is
entitled to cast one vote for each share of the Common Stock held. Holders of
Common Stock are not permitted to cumulate their votes for the election of
directors. The Certificate of Incorporation does not provide for preemptive
rights for the Common Stock.

The Certificate of Incorporation authorizes the Company Board of
Directors, to the full extent permitted by law, to issue shares of Preferred
Stock and to fix by resolution such voting rights, designations, powers,
preferences, privileges, limitations, options, conversion rights or other
special rights, as it deems fit.

The transfer agent and registrar for the Common Stock is The First
National Bank of Boston.

Approximately [ ] shares of Common Stock will be issued in
connection with the Rights Offering assuming exercise of all Rights. Based on
the 2,393,530 shares of Common Stock outstanding as of March 31, 1995, the
issuance of such shares pursuant to the Rights Offering would result (on a pro
forma basis as of such date) in a [ ]% increase in the amount of
outstanding Common Shares.

The outstanding shares of the Common Stock trade on the over-the-counter
market under the symbol "MEEO."

SUBSCRIPTION AGENT

The Company has appointed The First National Bank of Boston as
Subscription Agent for the Rights Offering. The Subscription Agent's address,
which is the address to which the Subscription Certificates and payment of the
Subscription Price (other than wire transfers) should be delivered, as well as
the address to which any Notice of Guaranteed Delivery must be delivered, is:

By Mail:

The First National Bank of Boston
P.O. Box 1872
Mail Stop 45-01-19
Boston, Massachusetts
02105-1872

By Hand:

BancBoston Trust Company of
New York
55 Broadway
3rd Floor
New York, New York
10006

By Overnight Courier:

The First National Bank of Boston
Shareholder Services Division
150 Royall Street
Mail Stop 45-01-19
Canton, Massachusetts
02021

The Company will pay the fees and expenses of the Subscription Agent, and has
also agreed to indemnify the Subscription Agent from certain liabilities in
connection with the Rights Offering.

INFORMATION AGENT

The Company has appointed MacKenzie Partners, Inc. as Information Agent
for the Rights Offering. Any questions or requests for additional copies of
this Prospectus, the Instructions or the Notice of Guaranteed Delivery may be
directed to the Information Agent at the telephone number and address below.

MacKenzie Partners, Inc.
156 Fifth Avenue
9th Floor
New York, New York
10010
or
Call Toll Free
(800) 322-2885

The Company will pay the fees and expenses of the Information Agent and has
also agreed to indemnify the Information Agent from certain liabilities in
connection with the Rights Offering.

LEGAL MATTERS

The validity of the authorization and issuance of the securities
offered hereby is being passed upon by Raymond B. Ostroski, Executive Vice
President and General Counsel of the Company. Davis Polk & Wardwell, New
York, New York, will advise the Company with respect to certain other
matters relating to the Rights Offering.

EXPERTS

The Company's consolidated balance sheets as of December 31, 1994 and
1993 and the consolidated statements of operations, shareholders' capital
deficiency and cash flows for each of the three years in the period ended
December 31, 1994, incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the report, which includes an explanatory
paragraph expressing substantial doubt about the Company's ability to continue
as a going concern and an explanatory paragraph referring to the Company's
change in method of accounting for income taxes, of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

No dealer, salesperson or any other person has
been authorized to give any information or to
make any representations other than those
contained or incorporated by reference in this
Prospectus in connection with the offer made by
this Prospectus, and, if given or made, such
information or representation must not be relied [LOGO]
upon as having been sanctioned or authorized by
the Company. Neither the delivery of this
Prospectus nor any sale made hereunder shall
under any circumstances create any implication
that there has been no change in the affairs of the
Company since the date hereof. This Prospectus
does not constitute an offer or solicitation by [ ] Shares
anyone in any jurisdiction in which the person
making such offer or solicitation is not qualified to Common Stock
do so or to any person to whom it is unlawful to
make such offer or solicitation.

TABLE OF CONTENTS

Page
Available Information.................
Documents Incorporated by Reference... PROSPECTUS
Prospectus Summary....................
Risk Factors..........................
Use of Proceeds.......................
Recent Developments...................
Price Range of Common Stock and
Dividend Policy...................
Dilution..............................
The Rights Offering...................
Certain Federal Income Tax
Consequences......................
Description of Capital Stock..........
Subscription Agent.................... Dated ________ __, 1995
Information Agent.....................
Legal Matters.........................
Experts...............................

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth expenses in connection with the
issuance and distribution of the securities being registered. All amounts
shown are estimated, except the SEC registration fee and the NASD review fee.

SEC registration fee................................. $3,302

NASD review fee...................................... $1,458

Financial Advisor's fees and expenses................ $ *

Subscription Agent's fees and expenses............... $ *

Information Agent's fees and expenses................ $ *

Accounting fees...................................... $ *

Legal fees and expenses (including Blue Sky fees and expenses) $ *

Printing and engraving fees.......................... $ *

Miscellaneous........................................ $ *

Total.......................................... $ *

________________________________
(*) To be supplied by amendment.

Item 15. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") grants each corporation organized thereunder the power to
indemnify its directors and officers against liabilities for certain of their
acts. Article 8 of the Company's Certificate of Incorporation provides for
indemnification of directors, except for liability (i) for breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for
intentional misconduct or knowing violation of law, (iii) under DGCL Section
174 or (iv) for any transaction from which the director derived an improper
personal benefit. Article VIII of the Company By-Laws provides that, except
as prohibited by law, any director, officer, employee or agent of the Company
is entitled to be indemnified in any action or proceeding in which he or she
may be involved by virtue of holding such position to the fullest extent
permissible under DGCL Section 145.

In addition, the Company maintains a directors' and officers'
liability insurance policy.

For the undertaking with respect to indemnification, see Item 17
herein.

Item 16. Exhibits

5 - Opinion of Raymond B. Ostroski*

23(a) - Consent of Coopers & Lybrand L.L.P.

23(b) - Consent of Raymond B. Ostroski (included in Exhibit 5)*

24(a) - Power of attorney (included in the signature page to the
Registration Statement)

99(a) - Form of Subscription Certificate

99(b) - Form of Instructions for Subscription Certificates

99(c) - Form of Notice of Guaranteed Delivery

99(d) - Form of Subscription Agency Agreement*

99(e) - Form of Nominee Holder Oversubscription Exercise Form

99(f) - Form of Nominee Holder Certification

99(g) - Important Tax Information

___________________
* To be supplied by amendment.

Item 17. Undertakings

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions referred to
in Item 15 of this registration statement, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered hereby, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Princeton, State of New Jersey, on
the 19th day of April, 1995.

MERCOM, INC.

By /s/ David C. McCourt
----------------------
David C. McCourt
Chairman and Chief
Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David C. McCourt, Michael J. Mahoney and
Raymond B. Ostroski, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacity and on the dates indicated.

Signature Title Date

Director, Chairman and
/s/ David C. McCourt Chief Executive Officer April 19, 1995
- -------------------------
David C. McCourt

Director, President and
/s/ Michael J. Mahoney Chief Operating Officer April 19, 1995
- -------------------------
Michael J. Mahoney

Director, Executive Vice
/s/ Bruce C Godfrey President, Chief Financial
- ------------------------- Officer and Principal
Bruce C. Godfrey Accounting Officer April 19, 1995

/s/ Raymond B. Ostroski Director, Executive Vice
- ------------------------- President and General
Raymond B. Ostroski Counsel April 19, 1995

/s/ Clifford L. Jones Director April 19, 1995
- -------------------------
Clifford L. Jones

/s/ Harold J. Rose, Jr. Director April 19, 1995
- -------------------------
Harold J. Rose, Jr.

/s/ George C. Stephenson Director April 19, 1995
- -------------------------
George C. Stephenson

EXHIBIT INDEX

Exhibit
Number Description of Document

5 Opinion of Raymond B. Ostroski*

23(a) Consent of Coopers & Lybrand L.L.P.

23(b) Consent of Raymond B. Ostroski (included in Exhibit 5)*

24(a) Power of attorney (included in the signature page to the
Registration Statement)

99(a) Form of Subscription Certificate

99(b) Form of Instructions for Subscription Certificates

99(c) Form of Notice of Guaranteed Delivery

99(d) Form of Subscription Agency Agreement*

99(e) Form of Nominee Holder Oversubscription Exercise Form

99(f) Form of Nominee Holder Certification

99(g) Important Tax Information

____________________________
* To be supplied by amendment.

EXHIBIT 23.a

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement on
Form S-3 of our reports, which include an explanatory paragraph expressing
substantial doubt about the Company's ability to continue as a going concern
and an explanatory paragraph referring to the Company's change in method of
accounting for income taxes, dated March 10, 1995 on our audits of the
financial statements and the financial statement schedule of Mercom, Inc. We
also consent to the reference to our firm under the caption "Experts."

/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

Philadelphia, Pennsylvania
April 19, 1995

EXHIBIT 99.a

MERCOM, INC. SUBSCRIPTION CERTIFICATE NO.
CUSIP NO. [ ]

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
COMPANY'S PROSPECTUS DATED ____________, 1995 (THE "PROSPECTUS") AND ARE
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE
UPON REQUEST FROM THE SUBSCRIPTION AGENT AND THE INFORMATION AGENT. THIS
CERTIFICATE OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
SUBSCRIPTION AGENT WITH PAYMENT IN FULL BY 5:00 P.M., NEW YORK CITY TIME,
ON ________________, 1995, UNLESS EXTENDED (AS IT MAY BE EXTENDED, THE
"EXPIRATION DATE").

The Rights represented by this subscription certificate may be exercised by
duly completing Form 1; and may be transferred, assigned, exercised or sold
through a bank or broker by duly completing Form 2. Rights holders are
advised to review the Prospectus and instructions, copies of which are
available from the Subscription Agent or the Information Agent, before
exercising or selling their Rights. IMPORTANT: Complete appropriate FORM
and, if applicable, delivery instructions, and SIGN on reverse side.

SUBSCRIPTION PRICE $__ PER SHARE RIGHTS TO PURCHASE COMMON SHARES OF
MERCOM, INC.

[Name and Address of Registered Holder]

The registered owner whose name is inscribed hereon, or assigns, is
entitled to subscribe for shares of Common Stock upon the terms and subject
to the conditions set forth in the Prospectus and instructions relating
thereto.

By............................. By...............................
Michael J. Mahoney Bruce Godfrey
President Executive Vice President and
Chief Financial Officer

THIS SUBSCRIPTION CERTIFICATE IS TRANSFERABLE AND MAY BE COMBINED OR
DIVIDED (BUT ONLY INTO SUBSCRIPTION CERTIFICATES EVIDENCING A WHOLE NUMBER
OF RIGHTS) AT THE OFFICE OF THE SUBSCRIPTION AGENT.

RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO EXERCISE OR
TRANSFER LESS THAN ALL OF THE RIGHTS EVIDENCED HEREBY, THEY MAY NOT RECEIVE
A NEW SUBSCRIPTION CERTIFICATE IN SUFFICIENT TIME TO EXERCISE THE REMAINING
RIGHTS EVIDENCED THEREBY.

FORM 1--EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably
exercises one or more Rights to subscribe for shares of Common Stock, as
indicated below, on the terms and subject to the conditions specified in
the Prospectus, receipt of which is hereby acknowledged.

(a) Number of shares subscribed for pursuant to the Basic Subscription
Privilege (one Right needed to subscribe for each full share):
____________________
(b) Number of shares subscribed for pursuant to the Oversubscription
Privilege: ____________________
(c) Total Subscription Price (total number of shares subscribed for--
pursuant to both the Basic Subscription Privilege and the
Oversubscription Privilege--times the Subscription Price
of $_____): $____________________(1)

METHOD OF PAYMENT (CHECK ONE)

( ) CHECK, BANK DRAFT OR MONEY ORDER PAYABLE TO "THE FIRST
NATIONAL BANK OF BOSTON"

( ) WIRE TRANSFER DIRECTED TO [ ] ABA NO. [ ]
(MARKED: "MERCOM, INC. SUBSCRIPTION").

(d) If the number of Rights being exercised pursuant to the Basic
Subscription Privilege is less than all of the Rights
represented by the Subscription Certificate (check only one):

( ) DELIVER TO ME A NEW SUBSCRIPTION CERTIFICATE EVIDENCING THE
REMAINING RIGHTS TO WHICH I AM ENTITLED.

( ) DELIVER A NEW SUBSCRIPTION CERTIFICATE EVIDENCING THE REMAINING
RIGHTS IN ACCORDANCE WITH MY FORM 2 INSTRUCTIONS (which include
any required signature guarantees).

(e) Name of Soliciting Dealer, if any

( ) ____________________________________________

( ) CHECK HERE IF RIGHTS ARE BEING EXERCISED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY DELIVERED TO THE SUBSCRIPTION AGENT PRIOR TO THE
DATE HEREOF AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s)........................
Window Ticket number (if any).........................
Date of Execution of Notice of Guaranteed Delivery....
Name of Institution which Guaranteed Delivery.........

___________________
1 If the amount enclosed or transmitted is not sufficient to pay the
Subscription Price for all shares that are stated to be subscribed for, or
if the number of shares being subscribed for is not specified, the number
of shares subscribed for will be assumed to be the maximum number that
could be subscribed for upon payment of such amount. If the number of
shares to be subscribed for pursuant to the Oversubscription Privilege is
not specified and the amount enclosed or transmitted exceeds the
Subscription Price for all shares represented by this Subscription
Certificate (the "Subscription Excess"), the person subscribing pursuant
hereto shall be deemed to have exercised the Oversubscription Privilege to
purchase, to the extent available, that number of whole shares of Common
Stock equal to the quotient obtained by dividing the Subscription Excess by
$_____. Any amount remaining after such division shall be returned to the
subscriber.

FORM 2--TO TRANSFER YOUR SUBSCRIPTION CERTIFICATE OR SOME OR ALL OF
YOUR RIGHTS OR TO EXERCISE OR SELL RIGHTS THROUGH YOUR BANK OR BROKER:
For value received, ______ Rights represented by this Subscription
Certificate are hereby assigned to (please print name and address and
Social Security No. of transferee in full):

Name...........................
Address........................
...............................
Social Security Number

FORM 3--DELIVERY INSTRUCTIONS: Name and/or address for mailing any
stock certificates, new Subscription Certificate or cash payment if other
than shown on the reverse hereof:

Name...........................
Address........................
...............................
(Including Zip Code)

IMPORTANT
RIGHTS HOLDER SIGN HERE
AND, IF RIGHTS ARE BEING EXERCISED,
COMPLETE SUBSTITUTE FORM W-9

..............................................................................
..............................................................................
(Signature(s) of Holder(s))

Dated.................................................................., 1995

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
this Subscription Certificate. If signature is by trustee(s), executor(s),
administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of
a corporation or another acting in a fiduciary or representative capacity,
please provide the following information. See Instructions.)

Name(s).......................................................................
..............................................................................
(Please Print)

Capacity......................................................................
Address.......................................................................
..............................................................................
(Including Zip Code)

Area Code and
Telephone Number..............................................................
(Home)

..............................................................................
(Business)
Tax Identification or
Social Security No............................................................
(Complete Substitute Form W-9)

GUARANTEE OF SIGNATURE(S)
Note: See Section 5(c) of Instructions

Authorized Signature..........................................................
Name..........................................................................
Title.........................................................................
Name of Firm..................................................................
Address.......................................................................
Area Code and Telephone Number................................................
Dated:.................................................................., 1995

EXHIBIT 99.b

INSTRUCTIONS AS TO USE OF MERCOM, INC.
SUBSCRIPTION CERTIFICATES

CONSULT THE INFORMATION AGENT, YOUR BANK
OR BROKER AS TO ANY QUESTIONS

The following instructions relate to a rights offering (the
"Rights Offering") by Mercom, Inc., a Delaware corporation (the "Company"), to
the holders of record of its Common Stock, par value $1.00 per share (the
"Common Stock"), as described in the Company's Prospectus dated ,
1995 (the "Prospectus"). Holders of record of Company Stock at the close of
business on , 1995 (the "Record Date") are receiving [ ]
transferable subscription rights (the "Rights") for every [ ] shares of
Common Stock held by them on the Record Date. An aggregate of approximately
[ ] Rights exercisable to purchase an aggregate of approximately
[ ] shares of Common Stock (the "Underlying Shares") are being
distributed in connection with the Rights Offering. Each Right is
exercisable, upon payment of $[ ] in cash (the "Subscription Price"), to
purchase one share of Common Stock (the "Basic Subscription Privilege").
In addition, subject to the allocation described below, each Right also
carries the right to subscribe at the Subscription Price for additional
shares of Common Stock available as a result of unexercised Rights, if any
(the "Oversubscription Privilege") up to the amount offered by the
Prospectus. Any Rights holder subscribing for an aggregate of more than
25,000 Underlying Shares pursuant to the Oversubscription Privilege prior
to , 1995, unless extended (as it may be extended, the "Expiration Date")
shall not be required to deliver payment for such number of Underlying
Shares in excess of 25,000 until the Expiration Date. The Company, in its
sole discretion, may determine to waive payment for such excess number of
Underlying Shares until after the Expiration Date and after all prorations
and adjustments contemplated by the terms of the Right Offering have been
effected. Underlying Shares will be available for purchase pursuant to the
Oversubscription Privilege only to the extent that all the Underlying
Shares are not subscribed for through the exercise of the Basic
Subscription Privilege by the Expiration Date. If the Underlying Shares so
available (the "Excess Shares") are not sufficient to satisfy all
subscriptions pursuant to the Oversubscription Privilege, the available
Excess Shares will be allocated pro rata (subject to the elimination of
fractional shares) among the holders of Rights who exercise the
Oversubscription Privilege, in proportion, not to the number of shares
requested pursuant to the Oversubscription Privilege, but to the number of
shares each beneficial holder has purchased pursuant to the Basic
Subscription Privilege; provided, however, that if such pro rata allocation
results in any holder being allocated a greater number of Excess Shares
than such holder subscribed for pursuant to the exercise of such holder's
Oversubscription Privilege, then such holder will be allocated only such
number of Excess Shares as such holder subscribed for and the remaining
Excess Shares will be allocated among all other holders exercising the
Oversubscription Privilege. See "The Rights Offering-Subscription
Privileges" in the Prospectus.

No fractional Rights or cash in lieu thereof will be issued
or paid. The number of Rights distributed by the Company has been rounded
up to the nearest whole number in order to avoid issuing fractional Rights.

The Rights will expire at 5:00 p.m., New York City time, on the
Expiration Date. The Rights are expected to be traded in the over-the-counter
market.

The number of Rights to which you are entitled is printed on
the face of your subscription certificate. You should indicate your wishes
with regard to the exercise or transfer of your Rights by completing the
appropriate form or forms on your subscription certificate and returning the
certificate to the Subscription Agent in the envelope provided.

YOUR SUBSCRIPTION CERTIFICATES MUST BE RECEIVED BY THE
SUBSCRIPTION AGENT, OR GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR
SUBSCRIPTION CERTIFICATES MUST BE COMPLIED WITH, AND PAYMENT OF THE
SUBSCRIPTION PRICE, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED
BY THE SUBSCRIPTION AGENT, ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE. ONCE A HOLDER OF RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION
PRIVILEGE AND/OR THE OVERSUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE
REVOKED.

1. Subscription Privilege.

To exercise Rights, complete Form 1 and send your properly
completed and executed subscription certificate, together with payments in
full of the Subscription Price for each Underlying Share subscribed for
pursuant to the Basic Subscription Privilege and the Oversubscription
Privilege, to the Subscription Agent. Any Rights holder subscribing for an
aggregate of more than 25,000 Underlying Shares pursuant to the
Oversubscription Privilege prior to the Expiration Date shall not be required
to deliver payment for such number of Underlying Shares in excess of 25,000
until the Expiration Date. The Company, in its sole discretion, may determine
to waive payment for such excess number of Underlying Shares until after the
Expiration Date and after all prorations and adjustments contemplated by the
terms of the Rights Offering have been effected. All payments must be made in
U.S. dollars (a) by check or bank draft drawn upon a U.S. bank or postal or
express money order payable to The First National Bank of Boston, as
Subscription Agent, or (b) if by wire transfer please contact the Bank of
Boston. Payments will be deemed to have been received by the Subscription
Agent only upon (i) the clearance of any uncertified check, (ii) the receipt
by the Subscription Agent of any certified check or bank draft drawn upon a
U.S. bank or any postal express money order or (iii) the receipt of good funds
in the Subscription Agent's account designated above. If paying by
uncertified personal check, please note that the funds paid thereby may take
at least five business days to clear. Accordingly, holders of Rights who wish
to pay the Subscription Price by means of uncertified personal check are urged
to make payment sufficiently in advance of the Expiration Date to ensure that
such payment is received and clears by such date and are urged to consider
payment by means of certified or cashier's check, money order or wire transfer
of funds. You may also transfer your subscription certificate to your bank or
broker in accordance with the procedures specified in Section 3(a) below, make
arrangements for the delivery of funds on your behalf and request such bank or
broker to exercise the subscription certificate on your behalf.
Alternatively, you may cause a written guarantee substantially in the form
available from the Subscription Agent (the "Notice of Guaranteed Delivery")
from a member firm of a registered national securities exchange or a member of
the National Association of Securities Dealers, Inc., or from a commercial
bank or trust company having an office or correspondent in the United States
or from a bank, stockbroker, savings and loan association or credit union with
membership in an approved signature guarantee medallion program, pursuant to
Rule 17 Ad-15 promulgated under the Securities Exchange Act of 1934 (each of
the foregoing being an "Eligible Institution"), to be received by the
Subscription Agent at or prior to the Expiration Date together with payment in
full of the applicable Subscription Price. Such Notice of Guaranteed Delivery
must state your name, the number of Rights represented by your subscription
certificate, the number of Rights being exercised pursuant to the Basic
Subscription Privilege and the number of Underlying Shares, if any, being
subscribed for pursuant to the Oversubscription Privilege, and will guarantee
the delivery to the Subscription Agent of your properly completed and executed
subscription certificates within five business days following the date of the
Notice of Guaranteed Delivery. If this procedure is followed, your
subscription certificates must be received by by the Subscription Agent within
five business days of the Notice of Guaranteed Delivery. Additional copies of
the Notice of Guaranteed Delivery may be obtained upon request from the
Subscription Agent at the address, or by calling the telephone number,
indicated below.

Banks, brokers and other nominee holders of Rights who exercise
the Basic Subscription Privilege and the Oversubscription Privilege on behalf
of beneficial owners of Rights will be required to certify to the Subscription
Agent and the Company (by delivery to the Subscription Agent of a Nominee
Holder Certification substantially in the form available from the Subscription
Agent), the aggregate number of Rights that have been exercised, and the
number of Underlying Shares that are being subscribed for pursuant to the
Oversubscription Privilege, by each beneficial owner of Rights (including such
nominee itself) on whose behalf such nominee holder is acting. In the event a
Nominee Holder Certification is not delivered in respect of a Subscription
Certificate, the Subscription Agent shall for all purposes (including for
purposes of any allocation in connection with the Oversubscription Privilege)
be entitled to assume that such certificate is exercised on behalf of a single
beneficial owner. If more Excess Shares are subscribed for pursuant to the
Oversubscription Privilege than are available for sale, Excess Shares will be
allocated, as described above, among beneficial owners exercising the
Oversubscription Privilege in proportion to such owners' exercise of Rights
pursuant to the Basic Subscription Privilege.

The address and telecopier numbers of the Subscription Agent
are as follows:

If by Mail: If by Hand:

The First National Bank BancBoston Trust Company
of Boston of New York
P.O. Box 1872 55 Broadway
Mail Stop 45-01-19 3rd Floor
Boston, MA 02105-1872 New York, NY 10006

If by Overnight Courier:

The First National Bank
of Boston
Shareholder Services Division
150 Royall Street
Mail Stop 45-01-19
Canton, MA 02021

Telecopier: (617) 575-2232 or 2233

If you exercise less than all of the Rights evidenced by your
subscription certificate by so indicating in Form 1 of your subscription
certificate, the Subscription Agent either (i) will issue to you
a new subscription certificate evidencing the unexercised Rights or (ii) if
you so indicate in Form 2 of your subscription certificate, will transfer the
unexercised Rights in accordance with your instructions. However, if you
choose to have a new subscription certificate sent to you or to a transferee,
you or such transferee may not receive any such new subscription certificate
in sufficient time to permit sale or exercise of the Rights evidenced thereby.
If you have not indicated the number of Rights being exercised, or if the
amount you have forwarded is not sufficient (subject to the second sentence of
Section 1 above) to purchase the number of shares subscribed for, you will be
deemed to have exercised the Basic Subscription Privilege with respect to the
maximum number of whole Rights which may be exercised for the Subscription
Price payment delivered by you, and to the extent that the Subscription Price
payment delivered by you exceeds the product of the Subscription Price
multiplied by the number of Rights evidenced by the subscription certificates
delivered by you (such excess being the "Subscription Excess"), you will be
deemed to have exercised your Oversubscription Privilege to purchase, to the
extent available, that number of whole shares of Common Stock equal to the
quotient obtained by dividing the Subscription Excess by the Subscription
Price.

2. Delivery of Stock Certificates, Etc.

The following deliveries and payments will be made to the
address shown on the face of your subscription certificate unless you provide
instructions to the contrary in Form 3.

(a) Basic Subscription Privilege. As soon as practicable
after the valid exercise of Rights, the Subscription Agent will mail to each
exercising Rights holder certificates representing shares of Common Stock
purchased pursuant to the Basic Subscription Privilege.

(b) Oversubscription Privilege. As soon as practicable after
the Expiration Date and after all prorations and adjustments contemplated by
the terms of the Rights Offering have been effected, the Subscription Agent
will mail to each Rights holder who validly exercises the Oversubscription
Privilege the number of shares allocated to such Rights holder pursuant to the
Oversubscription Privilege. See "The Rights Offering-Subscription
Privileges-Oversubscription Privilege" in the Prospectus.

(c) Cash Payments. As soon as practicable after the
Expiration Date and after all prorations and adjustments contemplated by the
terms of the Rights Offering have been effected, the Subscription Agent will
mail to each Rights holder who exercises the Oversubscription Privilege any
excess funds received in payment of the Exercise Price for Excess Shares that
are subscribed for by such Rights holder but not allocated to such Rights
holder pursuant to the Oversubscription Privilege.

3. To Sell or Transfer Rights.

(a) Sale of Rights Through a Bank or Broker. To sell all
Rights evidenced by a subscription certificate through your bank or broker, so
indicate in Form 2 and deliver your properly completed and executed
subscription certificate to your bank or broker. If Form 2 is completed
without designating a transferee, the Subscription Agent may thereafter treat
the bearer of the subscription certificate as the absolute owner of all of the
Rights evidenced by such subscription certificate for all purposes, and the
Subscription Agent shall not be affected by any notice to the contrary.
Because your bank or broker cannot issue subscription certificates, if you
wish to sell less than all of the Rights evidenced by a subscription
certificate, either you or your bank or broker must instruct the Subscription
Agent as to the action to be taken with respect to the Rights not sold, or you
or your bank or broker must first have your subscription certificate divided
into subscription certificates of appropriate denominations by following the
instructions in Section 4 of these instructions. The subscription
certificates evidencing the number of Rights you intend to sell can then be
transferred by your bank or broker in accordance with the instructions in this
Section 3(a).

(b) Transfer of Rights to a Designated Transferee. To
transfer all of your Rights to a transferee other than a bank or broker, you
must complete Form 2 in its entirety, execute the subscription certificate and
have your signature guaranteed by an Eligible Institution. A subscription
certificate that has been properly transferred in its entirety may be
exercised by a new holder without having a new subscription certificate
issued. In order to exercise, or otherwise take action with respect to, such
a transferred subscription certificate, the new holder should deliver the
subscription certificate, together with payment of the applicable Subscription
Price (with respect to the exercise of both the Basic Subscription Privilege
and the Oversubscription Privilege) and complete separate instructions signed
by the new holder, to the Subscription Agent in ample time to permit the
Subscription Agent to take the desired action. Because only the Subscription
Agent can issue subscription certificates, if you wish to transfer less than
all of the Rights evidenced by your subscription certificate to a designated
transferee, you must instruct the Subscription Agent as to the action to be
taken with respect to the Rights not sold or transferred, or you must divide
your subscription certificate into subscription certificates of appropriate
smaller denominations by following the instructions in Section 4 below. The
subscription certificate evidencing the number of Rights you intend to
transfer can then be transferred by following the instructions in this Section
3(b).

4. To Have a Subscription Certificate Divided into Smaller
Denominations.

To have a subscription certificate divided into smaller
denominations, send your subscription certificate, together with complete
separate instructions (including specification of the denominations into which
you wish your Rights to be divided) signed by you, to the Subscription Agent,
allowing a sufficient amount of time for new subscription certificates to be
issued and returned so that they can be used prior to the Expiration Date.
Alternatively, you may ask a bank or broker to effect such actions on your
behalf. Your signature must be guaranteed by an Eligible Institution if any
of the new subscription certificates are to be issued in a name other than
that in which the old subscription certificate was issued. Subscription
certificates may not be divided into fractional Rights, and any instruction to
do so will be rejected. As a result of delays in the mail, the time of the
transmittal, the necessary processing time and other factors, you or your
transferee may not receive such new subscription certificates in time to
enable the Rights holder to complete a sale or exercise by the Expiration
Date. Neither the Company nor the Subscription Agent will be liable to either
a transferor or transferee for any such delays.

5. Execution.

(a) Execution by Registered Holder. The signature on the
subscription certificate must correspond with the name of the registered
holder exactly as it appears on the face of the subscription certificate
without any alteration or change whatsoever. Persons who sign the
subscription certificate in a representative or other fiduciary capacity must
indicate their capacity when signing and, unless waived by the Subscription
Agent in its sole and absolute discretion, must present to the Subscription
Agent satisfactory evidence of their authority to so act.

(b) Execution by Person Other than Registered Holder. If the
subscription certificate is executed by a person other than the holder named
on the face of the subscription certificate, proper evidence of authority of
the person executing the subscription certificate must accompany the same
unless, for good cause, the Subscription Agent dispenses with proof of
authority.

(c) Signature Guarantees. Your signature must be guaranteed
by an Eligible Institution if you wish to transfer your Rights, as specified
in Section 3(b) above, to a transferee other than a bank or broker, if you
wish a new subscription certificate or certificates to be issued in a name
other than that in which the old subscription certificate was issued, as
specified in Section 3 above, or if you specify special payment or delivery
instructions pursuant to Form 3.

6. Method of Delivery.

The method of delivery of subscription certificates and payment
of the Exercise Price to the Subscription Agent will be at the election and
risk of the Rights holder, but, if sent by mail, it is recommended that they
be sent by registered mail, properly insured, with return receipt requested,
and that a sufficient number of days be allowed to ensure delivery to the
Subscription Agent and the clearance of any checks sent in payment of the
Exercise Price prior to 5:00 p.m., New York City time, on the Expiration Date.

7. Special Provisions Relating to the Delivery of Rights
Through Depository Facility Participants.

[In the case of holders of Rights that are held of record
through The Depository Trust Company, Midwest Securities Trust Company and
Philadelphia Depository Trust Company or any other depository (each a
"Depository"), exercises of the Basic Subscription Privilege (but not the
Oversubscription Privilege) may be effected by instructing the Depository to
transfer Rights (such Rights "Depository Rights") from the Depository's
account of such holder to the Depository account of the Subscription Agent,
together with payment of the Subscription Price for each Underlying Share
subscribed for pursuant to the Basic Subscription Privilege. The
Oversubscription Privilege in respect of Depository Rights may not be
exercised through the Depository. The holder of a Depository Right may
exercise the Oversubscription Privilege in respect of such Depository Right by
properly executing and delivering to the Subscription Agent at or prior to
5:00 p.m., New York City time, on the Expiration Date, a Nominee Holder
Oversubscription Exercise Form, in the form available from the Subscription
Agent, or a Notice of Guaranteed Delivery, together with payment of the
appropriate Subscription Price for the number of Underlying Shares for which
the Oversubscription Privilege is to be exercised. Any Rights holder
subscribing for an aggregate of more than 25,000 Underlying Shares pursuant to
the Oversubscription Privilege prior to the Expiration Date shall not be
required to deliver payment for such number of Underlying Shares in excess of
25,000 until the Expiration Date. The Company, in its sole discretion, may
determine to waive payment for such excess number of Underlying Shares until
after the Expiration Date and after all prorations and adjustments
contemplated by the terms of the Rights Offering have been effected.]

If a Notice of Guaranteed Delivery relates to Rights with
respect to which exercise of the Basic Subscription Privilege will be made
through a Depository and such Notice of Guaranteed Delivery also relates to
the exercise of the Oversubscription Privilege, a Nominee Holder
Oversubscription Exercise Form must also be received by the Subscription Agent
in respect of such exercise of the Oversubscription Privilege within five
business days of the Notice of Guaranteed Delivery.

8. Substitute Form W-9.

Each Rights holder who elects to exercise Rights should provide
the Subscription Agent with a correct Taxpayer Identification Number ("TIN")
on Substitute Form W-9, substantially in the form provided with these
instructions. A copy of Substitute Form W-9 may be obtained upon request from
the Subscription Agent at the address indicated above. Failure to provide the
information on the form may subject such holder to a $50.00 penalty and to 31%
federal income tax withholding with respect to dividends that may be paid by
the Company on shares of Common Stock purchased upon the exercise of Rights.

EXHIBIT 99.c

NOTICE OF GUARANTEED DELIVERY

for

SUBSCRIPTION CERTIFICATES

issued by

MERCOM, INC.

This form, or one substantially equivalent hereto, must be used
to exercise Rights pursuant to the Basic Subscription Privilege and the
Oversubscription Privilege pursuant to the Rights Offering described in the
Prospectus dated ________ __, 1995 (the "Prospectus") of Mercom, Inc., a
Delaware corporation (the "Company"), if a holder of Rights cannot deliver
the subscription certificate(s) evidencing the Rights (the "Subscription
Certificate(s)"), to the Subscription Agent listed below (the "Subscription
Agent") at or prior to 5:00 p.m. New York City time on , 1995, unless
extended (as it may be extended, the "Expiration Date"). Such form must be
delivered by hand or sent by facsimile transmission or mail to the
Subscription Agent, and must be received by the Subscription Agent on or
prior to the Expiration Date. See "The Rights Offering--Exercise of
Rights" in the Prospectus. Payment of the Subscription Price of $[ ] per
share for each share of the Company's Common Stock, par value $1.00 per
share (the "Common Stock"), subscribed for upon exercise of such Rights
must be received by the Subscription Agent in the manner specified in the
Prospectus at or prior to 5:00 p.m. New York City time on the Expiration
Date even if the Subscription Certificate evidencing such Rights is being
delivered pursuant to the procedure for guaranteed delivery thereof.

The Subscription Agent is:
The First National Bank
of Boston

If by Mail: Facsimile Transmission: If by Hand:

The First National Bank (617) 575-2232 BancBoston Trust Company
of Boston (617) 575-2233 of New York
P.O. Box 1872 55 Broadway
Mail Stop 45-01-19 3rd Floor
Boston, MA 02105-1872 New York, NY 10006
If by Overnight Courier:

The First National Bank
of Boston
Shareholder Services Division
150 Royall Street
Mail Stop 45-01-19
Canton, MA 02021

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

Gentlemen:

The undersigned hereby represents that he or she is the holder
of Subscription Certificate(s) representing Rights and that
such Subscription Certificate(s) cannot be delivered to the Subscription Agent
at or before 5:00 p.m., New York City time on the Expiration Date. Upon the
terms and subject to the condition set forth in the Prospectus, receipt of
which is hereby acknowledged, the undersigned hereby elects to exercise (i)
the Basic Subscription Privilege to subscribe for one share of Common Stock
per Right with respect to each of Rights represented by such
Subscription Certificate and (ii) the Oversubscription Privilege relating to
each such Right, to the extent that Excess Shares (as defined in the
Prospectus) are available therefor, for an aggregate of up to
Excess Shares. The undersigned understands that payment of the Subscription
Price of $[ ] per share for each share of Common Stock subscribed for
pursuant to the Basic Subscription Privilege and Oversubscription Privilege
must be received by the Subscription Agent at or before 5:00 p.m., New York
City time, on the Expiration Date and represents that such payment, in the
aggregate amount of $ , either (check appropriate box):

( ) is delivered herewith or ( ) was delivered separately;

in the manner set forth below (check appropriate box and complete information
relating thereto):
( ) wire transfer of funds
- name of transferor institution.......................................
- date of transfer.....................................................
- confirmation number (if available)...................................
( ) money order
- name of maker........................................................
- date and number of check, draft or money order number................
- bank on which check is drawn or issuer of money order................
( ) uncertified check (Payment by uncertified check will not be deemed
to have been received by the Subscription Agent until such check
has cleared. Holders paying by such means are urged to make
payment sufficiently in advance of the Expiration Date to ensure
that such payment clears by such date.)
( ) certified check or ( ) bank draft (cashier's check)

Signature(s)..................... Address............................
................................ ...................................
Name(s).......................... ...................................
................................ Area Code and Tel. No(s)...........
Please Type or Print ...................................

Subscription Certificate No(s). (if available).........................

GUARANTEE OF DELIVERY
(Not to be used for Subscription Certificate 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 a bank, stockbroker, savings and loan association or credit
union with membership in an approved signature guarantee medallion program,
guarantees that the undersigned will deliver to the Subscription Agent the
certificates representing the Rights being exercised hereby, with any required
signature guarantees and any other required documents, all within five
business days after the date hereof.

................................. Dated:......................., 1995
(Name of Firm)

.................................
(Address)

................................. ..............................
(Area Code and Telephone Number) (Authorized Signature)

The institution which completes this form must communicate
the guarantee to the Subscription Agent and must deliver the Subscription
Certificate(s) to the Subscription Agent within the time period shown herein.
Failure to do so could result in a financial loss to such institution.

EXHIBIT 99.e

MERCOM, INC.
RIGHTS OFFERING

NOMINEE HOLDER OVERSUBSCRIPTION EXERCISE FORM
PLEASE COMPLETE ALL APPLICABLE INFORMATION

<TABLE>
<S> <C> <C>
By Mail: By Hand: By Express Mail or Overnight:
The First National Bank of Boston BancBoston Trust Company of New York The First National Bank of Boston
P.O. Box 1872 55 Broadway Shareholder Services Division
Mail Stop 45-01-19 3rd Floor 150 Royall Street
Boston, Massachusetts 02105-1872 New York, New York Mail Stop 45-01-19
Canton, Massachusetts 02021

</TABLE>
THIS FORM IS TO BE USED ONLY BY NOMINEE HOLDERS TO EXERCISE THE
OVERSUBSCRIPTION PRIVILEGE IN RESPECT OF RIGHTS WITH RESPECT TO WHICH THE
BASIC SUBSCRIPTION PRIVILEGE WAS EXERCISED TO THE FULLEST EXTENT POSSIBLE AND
DELIVERED THROUGH THE FACILITIES OF A COMMON DEPOSITORY. ALL OTHER EXERCISES
OF OVERSUBSCRIPTION PRIVILEGES MUST BE EFFECTED BY THE DELIVERY OF SUBSCRIPTION
CERTIFICATES.

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN MERCOM,
INC.'S ("THE COMPANY'S") PROSPECTUS DATED , 1995 (THE
``PROSPECTUS'') AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE INFORMATION AGENT, MACKENZIE
PARTNERS, INC. AT (800) 322-2885.

THIS FORM OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
SUBSCRIPTION AGENT WITH PAYMENT IN FULL BY 5:00 P.M., NEW YORK CITY TIME, ON
, 1995 (THE ``EXPIRATION DATE'').

1. The undersigned hereby certifies to the Company and the Subscription Agent
that it is a participant in _________________________[Name of Depository] (the
``Depository'') and that it has either (1) exercised the Basic Subscription
Privilege in respect of Rights and delivered such exercised Rights to the
Subscription Agent by means of transfer to the Depository Account of the
Company or (ii) delivered to the Subscription Agent a Notice of Guaranteed
Delivery in respect of the exercise of the Basic Subscription Privilege and
will deliver the Rights called for in such Notice of Guaranteed Delivery to
the Subscription Agent by means of transfer to such Depository Account of the
Company.

2. The undersigned hereby exercises the Oversubscription Privilege to
purchase, to the extent available, _______ shares of Common Stock and
certifies to the Company and the Subscription Agent by execution of a Nominee
Holder Certification that such Oversubscription Privilege is being exercised
for the account or accounts of persons (which may include the undersigned) on
whose behalf all Basic Subscription Rights have been exercised to the fullest
extent possible.

3. The undersigned understands that payment of the Subscription Price of $[
] per share for each share of Common Stock subscribed for pursuant to the
Oversubscription Privilege must be received by the Subscription Agent at or
before 5:00 p.m., New York City time, on the Expiration Date and represents
that such payment, in the aggregate amount of $____________, either (check
appropriate box):

( ) has been or is being delivered to the Subscription Agent pursuant to the
Notice of Guaranteed Delivery referred to above
or
( ) is being delivered to the Subscription Agent herewith
or
( ) has been delivered separately to the Subscription Agent and, in the case
of funds not delivered pursuant to a Notice of Guaranteed Delivery, is or was
delivered in the manner set forth below (check appropriate box and complete
information relating thereto):
( )wire transfer of funds

- -- name of transferor institution...........................................

- -- date of transfer.........................................................

- -- confirmation number (if available).......................................

( ) uncertified check

( ) certified check

( ) bank draft (cashier's check)

Basic Subscription Confirmation Number...........

Depository Participant Number....................

Name of Depository Participant...................

By...............................................
Name:
Title:
Dated: _______________, 1995

PARTICIPANTS EXERCISING THE OVERSUBSCRIPTION PRIVILEGE PURSUANT HERETO MUST
SEPARATELY SUBMIT A NOMINEE HOLDER CERTIFICATION TO THE SUBSCRIPTION AGENT.
SUCH NOMINEE HOLDER CERTIFICATIONS ARE AVAILABLE FROM THE SUBSCRIPTION AGENT.

EXHIBIT 99.f

MERCOM, INC.

NOMINEE HOLDER CERTIFICATION

The undersigned, a bank, broker or other nominee holder of Rights
(``Rights'') to purchase shares of Common Stock, par value $1.00 per share
(``Common Stock''), of Mercom, Inc. (the ``Company'') pursuant to the rights
offering (the "Rights Offering") described and provided for in the Company's
prospectus dated , 1995, (the ``Prospectus''), hereby
certifies to the Company and to The First National Bank of Boston, as
Subscription Agent for such Rights Offering, that (1) the undersigned has
exercised, on behalf of beneficial owners thereof, (which may include the
undersigned), the number of Rights specified below pursuant to the Basic
Subscription Privilege (as defined in the Prospectus) on behalf of beneficial
owners of Rights who have subscribed for the purchase of additional shares of
Common Stock pursuant to the Oversubscription Privilege (as defined in the
Prospectus); (2) the undersigned has listed below each such exercised Basic
Subscription and the corresponding Oversubscription Privilege (without
identifying any such beneficial owner) and (3) each such beneficial owner's
Basic Subscription has been exercised to the fullest extent possible:

Number of Rights Number of Shares
Exercised Pursuant Subscribed for Pursuant
to Basic Subscription to Oversubscription Rights Certificate
Privilege Privilege Number
--------------------- ----------------------- --------------------
1. ____________________ ____________________ ____________________
2. ____________________ ____________________ ____________________
3. ____________________ ____________________ ____________________
4. ____________________ ____________________ ____________________
5. ____________________ ____________________ ____________________
6. ____________________ ____________________ ____________________
7. ____________________ ____________________ ____________________
8. ____________________ ____________________ ____________________
9. ____________________ ____________________ ____________________
10. ____________________ ____________________ ____________________

(Attach additional beneficial owner list if necessary)

______________________________
Name of Nominee Holder

_____________________________________________
Depository Participant Number (if applicable) ______________________________
Address

_____________________________________________
Basic Subscription Confirmation Number(s)
By: __________________________
Name: (Date)
Title:
Telephone Number:

EXHIBIT 99.g

IMPORTANT TAX INFORMATION

Purpose of Substitute Form W-9

Under the federal income tax law, dividend payments that may be made by the
Company on shares of Common Stock issued upon the exercise of Rights may be
subject to backup withholding. Generally, such payments will be subject to
backup withholding unless the holder is exempt from backup withholding or the
holder furnishes the payer with his correct tax identification number and
certifies that the number provided is correct and further certifies that such
holder is not subject to backup withholding due to prior underreporting of
interest or dividend income. Each Rights holder who exercises Rights and
wishes to avoid backup withholding should provide the Subscription Agent (as
the Company's agent, in respect of exercised Rights) with such Rights holder's
correct taxpayer identification number (or with a certification that such
Rights holder is awaiting a taxpayer identification number) and with a
certification that such Rights holder is not subject to backup withholding by
completing Substitute Form W-9 below.

Exempt Rights holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In general, in order for a foreign individual to qualify as an
exempt recipient, the Rights holder must submit a statement, signed under the
penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Subscription Agent. Exempt Rights
holders, while not required to file, should file Substitute Form W-9 to avoid
possible erroneous backup withholding. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.

If backup withholding applies, the Company will be required to withhold 31
percent of any such payments made to the Rights holder. Backup withholding is
not an additional tax. Rather, the tax liability of persons 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.

What Number to Give the Subscription Agent

The Rights holder is required to give the Subscription Agent the taxpayer
identification number of the record owner of the Rights. If such record owner
is an individual, the taxpayer identification number is his social security
number. If the rights are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report. If the Subscription Agent is not provided with the correct
taxpayer identification number is connection with such payments, the Rights
holder may be subject to a $50 penalty imposed by the Internal Revenue Service.

PAYER'S NAME: First National Bank of Boston

<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part I - Taxpayer Identification No. Part II - For Payees
Exempt From
Backup
Withholding
(see enclosed
Guidelines)
- -----------------------------------------------------------------------------------------------------------------------------
Form W-9 Enter your taxpayer identifica-
Department of the Treasury tion number in the appropriate
Internal Revenue Service box. For most individuals, ______________________
this is your social security Social Security Number
number. If you do not have a
number, see How to Obtain a
"TIN" in the enclosed
Guidelines. OR

Payer's Request For Taxpayer Note: If the account is in ________________________
Identification Number (TIN) more than one name, see the Employer Identification
chart in enclosed Guidelines Number
to determine what number to give.
</TABLE>
- ------------------------------------------------------------------------------
Certification -- Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding.

(3) Any information provided on this form is true, correct and complete.

Certification Guidelines -- You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS that you are no longer
subject to backup withholding, do not cross out item (2).

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

SIGNATURE DATE , 1995
- --------------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.

GUIDELINES FOR CERTIFICATE OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the
number to give the payer.

For this type of account:

1. Individual
2. Two or more individuals (joint account)
3. Custodian account of a minor (Uniform Gift to Minors Act)
4. a. The usual revocable savings trust (grantor is also trustee)
b. The so-called trust account that is not a legal or valid trust under
State law
5. Sole proprietorship
6. Account in the name of guardian or committee for a designated ward,
minor or incompetent person

Give the name and
SOCIAL SECURITY
number of:

1. The individual
2. The actual owner of the account or, if combined funds, the first individual
on the account(1)
3. The minor(2)
4. The grantor-trustee(1)
The actual owner(1)

5. The owner(4)
6. The ward, minor or incompetent person(5)

For this type of account:

7. A valid trust, estate or pension trust
8. Corporation
9. Association, club, religious, charitable, educational or other tax-exempt
organization
10. Partnership
11. A broker or registered nominee
12. Account with the Department of Agriculture in the name of a public
entity (such as a State or local government, school district, or prison)
that receives agricultural program payments

Give the name and
EMPLOYER IDENTIFICATION
number of:

7. Legal entity (do not furnish the identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title)(3)
8. The corporation
9. The organization
10. The partnership
11. The broker or nominee
12. The public entity

- ---------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security
number.
(3) List first and circle the name of the legal trust, estate or pension
trust.
(4) Show the name of the owner.
(5) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.

Obtaining a Number

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and
apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include
the following:

o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7).
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
o An international organization or any agency or instrumentality thereof.
o A dealer in securities or commodities registered in the United States
or a possession of the United States.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust, or a non-exempt trust described
in section 4947(a)(1).
o An entity registered at all times under the Investment Company Act of
1940.
o A foreign central bank of issue.

Payment of dividends and patronage dividends not generally subject to backup
withholding include the following:

o Payments to nonresident aliens subject to withholding under section
1441.
o Payments to partnerships not engaged in a trade or business in the
United States and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid
in money.
o Payments made by certain foreign organizations.
o Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE
THE FORM AND RETURN IT TO THE PAYER.

Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see the regulations under sections 6041,
6041(A)(a), 6042, 6044, 6045, 6049, 6050(A) and 6050(N).

Privacy Act Notice

Section 6109 requires most recipients of dividends, interest, or other
payments to give taxpayer identification numbers to payers who must report the
payments to IRS. The IRS uses the numbers for identification purposes and to
help verify the accuracy of your tax return. Payers must be given the numbers
whether or not recipients are required to file tax returns. Payers must
generally withhold 31% of taxable interest, dividends, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you
fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information. Falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.