As filed with the Securities and Exchange Commission on October 17, 1997
                                                  Registration No. 33-
==============================================================================

\

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                           CABLE MICHIGAN, INC.

            (Exact name of issuer as specified in its charter)

               Pennsylvania                             23-2566891
        (State or jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                Identification No.)

                            105 Carnagie Center
                         Princeton, NJ 08540-6215
                               609-734-3700
                 (Address of principal executive offices)
                              _______________

              CABLE MICHIGAN, INC. 1997 EQUITY INCENTIVE PLAN
      CABLE MICHIGAN, INC. 1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
            CABLE MICHIGAN, INC. EXECUTIVE STOCK PURCHASE PLAN
                         (Full title of the Plans)

                              _______________

                         John D. Filipowicz, Esq.
             Senior Vice President, Assistant General Counsel
                          and Assistant Secretary
                            105 Carnagie Center
                         Princeton, NJ 08540-6215
                  (Name and address of agent for service)
Telephone number, including area code, of agent for service: (609) 734-3700

                              _______________

                                 Copy to:
                          William L. Taylor, Esq.
                           Davis Polk & Wardwell
                           450 Lexington Avenue
                            New York, NY 10017
                              (212) 450-4000
                              _______________



<TABLE>
===================================================================================================================
                                          CALCULATION OF REGISTRATION FEE
                                                                Proposed
                                                                Maximum
                                              Amount            Offering            Proposed            Amount of
               Title of                        to be             Price          Maximum Aggregate      Registration
     Securities to be Registered           Registered(1)      per Share(2)       Offering Price            Fee
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>               <C>                    <C>
Common Stock (par value $1.00 per
 share)...............................        430,000            $21.00             $9,030,000             $2,737
===================================================================================================================
</TABLE>

(1) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends or
    similar transactions.

(2) Estimated pursuant to Rule 457(C) under the Securities Act of 1933, as
    amended, solely for the purpose of computing the registration fee, based
    upon the closing price of the securities being registered hereby on NASDAQ
    on October 13, 1997.

          This Registration Statement Includes a Total of 43 Pages.

                           Exhibit Index on Page 9.

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

                                  PART I

               The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.

ITEM 1.  PLAN INFORMATION

               This information required to be provided to participants
pursuant to this Item is set forth in the relevant Prospectus for the Cable
Michigan, Inc. 1997 Equity Incentive Plan, the Cable Michigan, Inc. 1997 Stock
Plan for Non-Employee Directors, and the Cable Michigan, Inc. Executive Stock
Purchase Plan (collectively, the "Plans"), respectively, attached to the
relevant Prospectus as Exhibit A thereto.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

               The written statement required to be provided to participants
pursuant to this Item is set forth in the relevant Prospectus referenced in
Item 1 above.


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               Cable Michigan, Inc. (the "Registrant") hereby files this
Registration Statement with the Securities Exchange Commission (the
"Commission") on Form S-8 to register 430,000 shares of the Registrant's
Common Stock, par value $1.00 per share ("Common Stock"), for issuance
pursuant to the Plans and such indeterminate number of additional shares which
may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions pursuant to the Plans.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
(Commission 1934 Act File Number 0-22821), are incorporated by reference
herein:

              (1) The Registrant's 1934 Act Registration Statement on Form 10,
filed with the Commission on July 9, 1997, as amended from time to time (the
"Form 10").

              (2) All other reports filed with the Commission by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold.

              (3) The description of the Registrant's Common Stock contained
in the Registrant's Form 10, including any amendment thereto or report filed
for the purpose of updating such description.

               Any statement contained herein or made in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or 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 Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

               Not applicable, see Item 3(3) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               Raymond B. Ostroski, Esq., holds options to purchase shares of
Common Stock and/or holds, directly or indirectly, shares of Common Stock, the
aggregate value of which such holdings exceeds $50,000.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Reference is made to Sections 1741 and 1742 of the 1988
Business Corporation Law of the Commonwealth of Pennsylvania, which provide
for indemnification of directors and officers in certain circumstances.  In
addition, Article IV of the By-laws of the Registrant provides that, except as
prohibited by law, any director officer of the Registrant is entitled to be
indemnified in any action or proceeding in which he or she may be involved by
virtue of holding such position.  In addition, the Registrant maintains a
directors' and officers' liability insurance policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

ITEM 8.  EXHIBITS

<TABLE>

<S>       <C>
Exhibit
Number                                          Exhibit
--------                                        -------

  4.01    Form of Amended and Restated Certificate of Incorporation of the Registrant.  (Incorporated
          herein by reference to Exhibit 3.1 to the Form 10).*
  4.02    Form of Amended and Restated Bylaws of the Registrant.  (Incorporated herein by reference
          to Exhibit 3.2 to the Form 10).*
  5.01    Opinion of Raymond B. Ostroski, Esq.
 23.01    Consent of Independent Public Accountants--Coopers & Lybrand L.L.P.
 23.02    Consent of Raymond B. Ostroski, Esq. (included in his opinion filed as Exhibit 5.01).
 24.01    Powers of Attorney (included on the signature page of this registration statement).
 99.01    Form of the Cable Michigan, Inc. 1997 Equity Incentive Plan.
 99.02    Form of the Cable Michigan, Inc. 1997 Stock Plan for Non-Employee Directors.
 99.03    Form of the Cable Michigan, Inc. Executive Stock Purchase Plan.

</TABLE>

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

* Incorporated by reference

ITEM 9.  UNDERTAKINGS

              (a) The undersigned Registrant hereby undertakes:

                          (1)  To file, during any period in which offers
                  or sales are being made, a post-effective amendment to
                  this Registration Statement:

                                 (i)  To include any prospectus required by
                          Section 10(a)(3) of the 1933 Act;

                                (ii)  To reflect in the prospectus any
                          facts or events arising after the effective date
                          of this Registration Statement (or the most
                          recent post-effective amendment thereof) which,
                          individually or in the aggregate, represent a
                          fundamental change in the information set forth
                          in this Registration Statement.  Notwithstanding
                          the foregoing, any increase or decrease in volume
                          of securities offered (if the total dollar value
                          of securities offered would not exceed that which
                          was registered) and any deviation from the low or
                          high and of the estimated maximum offering range
                          may be reflected in the form of prospectus filed
                          with the Commission pursuant to Rule 424(b) if,
                          in the aggregate, the changes in volume and price
                          represent no more than 20 percent change in the
                          maximum aggregate offering price set forth in the
                          "Calculation of Registration Fee" table in this
                          Registration Statement; and

                                (iii)  To include any material information
                          with respect to the plan of distribution not
                          previously disclosed in this Registration
                          Statement or any material change to such
                          information in this Registration Statement;

           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the registration statement is on Form S-3, Form S-8
           or Form F-3, and the information required to be included in a
           post-effective amendment by those paragraphs is contained in
           periodic reports filed with or furnished to the Commission by
           the Registrant pursuant to Section 13 or Section 15(d) of the
           1934 Act that are incorporated by reference into this
           Registration Statement;

                        (2)  That for the purpose of determining any
                  liability under the 1933 Act, each such post-effective
                  amendment 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; and

                        (3)  To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

              (b)  The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the 1933 Act, each
         filing of the Registrant's Annual Report pursuant to Section 13(a)
         or Section 15(d) of the 1934 Act (and where applicable, each
         filing of the Plan's annual report pursuant to Section 15(d) of
         the 1934 Act) 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.

              (c)  Insofar as indemnification for liabilities arising under
         the 1933 Act may be permitted to directors, officers or controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of
         the Commission such indemnification is against public policy as
         expressed in the 1933 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, 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 the 1933 Act and
         will be governed by the final adjudication of such issue.


                                    EXPERTS

               The financial statements incorporated in this Form S-8 by
reference to the Form 10 as of December 31, 1996 and 1995 and for the years
ended December 31, 1996, 1995 and 1994 have been so incorporated in reliance
on the report of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of said firm as experts in auditing and accounting.


                                 LEGAL MATTERS

               The validity of the Common Stock offered hereunder has been
passed upon by Raymond B. Ostroski, Esq., Princeton, New Jersey.


                                  SIGNATURES

               THE REGISTRANT.  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES
ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 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 THIS 17th DAY OF OCTOBER 1997.


                                       CABLE MICHIGAN, INC.


                                       By: /s/ John Filipowicz
                                           ---------------------------
                                           John Filipowicz
                                           Vice President, Assistant
                                           General Counsel


                               POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW, CONSTITUTES AND APPOINTS DAVID C. MCCOURT, TIMOTHY J.
STOKLOSA AND MARK R. HAVERKATE AND EACH OF THEM, OUR TRUE AND LAWFUL
ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, TO DO ANY AND ALL ACTS AND THINGS AND EXECUTE, IN THE NAME OF
THE UNDERSIGNED, ANY AND ALL INSTRUMENTS WHICH SAID ATTORNEYS-IN-FACT AND
AGENTS MAY DEEM NECESSARY OR ADVISABLE IN ORDER TO ENABLE CABLE MICHIGAN, INC.
TO COMPLY WITH THE SECURITIES ACT OF 1933 AND ANY REQUIREMENTS OF THE
SECURITIES AND EXCHANGE COMMISSION IN RESPECT THEREOF, IN CONNECTION WITH THE
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE REGISTRATION
STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933, INCLUDING SPECIFICALLY
BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN THE NAME OF THE
UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY AMENDMENTS TO SUCH
REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE AMENDMENTS), AND TO FILE THE
SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE SECURITIES AND EXCHANGE COMMISSION, TO SIGN ANY AND ALL APPLICATIONS,
REGISTRATION STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO
COMPLY WITH APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER
WITH OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE
SECURITIES AUTHORITIES, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT
AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS
FULLY AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS, AND ANY OF THEM, OR THEIR 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
CAPACITIES AND ON THE DATE INDICATED.


Signature                  Title                                     Date
---------                  -----                                     ----

/s/ David C. McCourt
------------------------   Chief Executive Officer (Principal October 17, 1997
David C. McCourt           Executive Officer); Chairman of
                           the Board

/s/ Timothy J. Stoklosa
------------------------   Executive Vice President and Chief October 17, 1997
Timothy J. Stoklosa      Financial Officer, Director
                         (Principal Financial Officer and
                         Principal Accounting Officer)


------------------------   President and Chief Operating      October 17, 1997
Mark Haverkate           Officer, Director

/s/ Bruce C. Godfrey
------------------------   Director                           October 17, 1997
Bruce C. Godfrey

/s/ Raymond B. Ostroski
-----------------------   Director                            October 17, 1997
Raymond B. Ostroski

/s/ David C. Mitchell
-----------------------   Director                            October 8, 1997
David C. Mitchell

/s/ Daniel Knowles
-----------------------   Director                            October 17, 1997
Daniel Knowles

/s/ Frank Henry
-----------------------   Director                            October 17, 1997
Frank Henry



                            INDEX TO EXHIBITS
                                                                 Sequentially
Exhibit                                                          Numbered
Number           Exhibit                                         Page
-------  ------------------------------------------------------- ------------

4.01     Form of Certificate of Incorporation of the Registrant.       *
         (Incorporated herein by reference to Exhibit 3.1 to the
         Registrant's 1934 Act Registration Statement on Form 10
         1934 Act File No. 0-22821 (the "Form 10")).*

4.02     Form of Amended and Restated Bylaws of the Registrant.        *
         (Incorporated herein by reference to Exhibit 3.2 to the
         Form 10).*

5.01     Opinion of Raymond B. Ostroski, Esq.

23.01    Consent of Independent Public Accountants -- Coopers &
         Lybrand L.L.P.

23.02    Consent of Raymond B. Ostroski, Esq. (included in his
         opinion filed as Exhibit 5.01).

24.01    Powers of Attorney (included on the signature page of
         this registration statement).

99.01    Form of the Cable Michigan, Inc. 1997 Equity Incentive
         Plan.
99.02    Form of the Cable Michigan, Inc. 1997 Stock Plan for Non-
         Employee Directors.
99.03    Form of the Cable Michigan, Inc. Executive Stock Purchase
         Plan.

---------------
* Incorporated by reference.
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{"company-data": {"conformed-name": "CABLE MICHIGAN INC", "cik": "0001041855", "assigned-sic": "4813", "irs-number": "232566892", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38139", "film-number": "97697404"}, "business-address": {"street1": "105 CARNEGIE CENTER", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "2124504372"}, "mail-address": {"street1": "105 CARNEGIE CENTER", "city": "PRINCETON", "state": "NJ", "zip": "08540"}}
As filed with the Securities and Exchange Commission on October 17, 1997
                                                  Registration No. 33-
==============================================================================

\

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                           CABLE MICHIGAN, INC.

            (Exact name of issuer as specified in its charter)

               Pennsylvania                             23-2566891
        (State or jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                Identification No.)

                            105 Carnagie Center
                         Princeton, NJ 08540-6215
                               609-734-3700
                 (Address of principal executive offices)
                              _______________

              CABLE MICHIGAN, INC. 1997 EQUITY INCENTIVE PLAN
      CABLE MICHIGAN, INC. 1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
            CABLE MICHIGAN, INC. EXECUTIVE STOCK PURCHASE PLAN
                         (Full title of the Plans)

                              _______________

                         John D. Filipowicz, Esq.
             Senior Vice President, Assistant General Counsel
                          and Assistant Secretary
                            105 Carnagie Center
                         Princeton, NJ 08540-6215
                  (Name and address of agent for service)
Telephone number, including area code, of agent for service: (609) 734-3700

                              _______________

                                 Copy to:
                          William L. Taylor, Esq.
                           Davis Polk & Wardwell
                           450 Lexington Avenue
                            New York, NY 10017
                              (212) 450-4000
                              _______________

===================================================================================================================
                                          CALCULATION OF REGISTRATION FEE
                                                                Proposed
                                                                Maximum
                                              Amount            Offering            Proposed            Amount of
               Title of                        to be             Price          Maximum Aggregate      Registration
     Securities to be Registered           Registered(1)      per Share(2)       Offering Price            Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock (par value $1.00 per
 share)...............................        430,000            $21.00             $9,030,000             $2,737
===================================================================================================================
(1) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends or
    similar transactions.

(2) Estimated pursuant to Rule 457(C) under the Securities Act of 1933, as
    amended, solely for the purpose of computing the registration fee, based
    upon the closing price of the securities being registered hereby on NASDAQ
    on October 13, 1997.

          This Registration Statement Includes a Total of 43 Pages.

                           Exhibit Index on Page 9.

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

                                  PART I

               The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.

ITEM 1.  PLAN INFORMATION

               This information required to be provided to participants
pursuant to this Item is set forth in the relevant Prospectus for the Cable
Michigan, Inc. 1997 Equity Incentive Plan, the Cable Michigan, Inc. 1997 Stock
Plan for Non-Employee Directors, and the Cable Michigan, Inc. Executive Stock
Purchase Plan (collectively, the "Plans"), respectively, attached to the
relevant Prospectus as Exhibit A thereto.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

               The written statement required to be provided to participants
pursuant to this Item is set forth in the relevant Prospectus referenced in
Item 1 above.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               Cable Michigan, Inc. (the "Registrant") hereby files this
Registration Statement with the Securities Exchange Commission (the
"Commission") on Form S-8 to register 430,000 shares of the Registrant's
Common Stock, par value $1.00 per share ("Common Stock"), for issuance
pursuant to the Plans and such indeterminate number of additional shares which
may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions pursuant to the Plans.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
(Commission 1934 Act File Number 0-22821), are incorporated by reference
herein:

              (1) The Registrant's 1934 Act Registration Statement on Form 10,
filed with the Commission on July 9, 1997, as amended from time to time (the
"Form 10").

              (2) All other reports filed with the Commission by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold.

              (3) The description of the Registrant's Common Stock contained
in the Registrant's Form 10, including any amendment thereto or report filed
for the purpose of updating such description.

               Any statement contained herein or made in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or 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 Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

               Not applicable, see Item 3(3) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               Raymond B. Ostroski, Esq., holds options to purchase shares of
Common Stock and/or holds, directly or indirectly, shares of Common Stock, the
aggregate value of which such holdings exceeds $50,000.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Reference is made to Sections 1741 and 1742 of the 1988
Business Corporation Law of the Commonwealth of Pennsylvania, which provide
for indemnification of directors and officers in certain circumstances.  In
addition, Article IV of the By-laws of the Registrant provides that, except as
prohibited by law, any director officer of the Registrant is entitled to be
indemnified in any action or proceeding in which he or she may be involved by
virtue of holding such position.  In addition, the Registrant maintains a
directors' and officers' liability insurance policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

ITEM 8.  EXHIBITS
Exhibit
Number                                          Exhibit
--------                                        -------

  4.01    Form of Amended and Restated Certificate of Incorporation of the Registrant.  (Incorporated
          herein by reference to Exhibit 3.1 to the Form 10).*
  4.02    Form of Amended and Restated Bylaws of the Registrant.  (Incorporated herein by reference
          to Exhibit 3.2 to the Form 10).*
  5.01    Opinion of Raymond B. Ostroski, Esq.
 23.01    Consent of Independent Public Accountants--Coopers & Lybrand L.L.P.
 23.02    Consent of Raymond B. Ostroski, Esq. (included in his opinion filed as Exhibit 5.01).
 24.01    Powers of Attorney (included on the signature page of this registration statement).
 99.01    Form of the Cable Michigan, Inc. 1997 Equity Incentive Plan.
 99.02    Form of the Cable Michigan, Inc. 1997 Stock Plan for Non-Employee Directors.
 99.03    Form of the Cable Michigan, Inc. Executive Stock Purchase Plan.
---------------

* Incorporated by reference

ITEM 9.  UNDERTAKINGS

              (a) The undersigned Registrant hereby undertakes:

                          (1)  To file, during any period in which offers
                  or sales are being made, a post-effective amendment to
                  this Registration Statement:

                                 (i)  To include any prospectus required by
                          Section 10(a)(3) of the 1933 Act;

                                (ii)  To reflect in the prospectus any
                          facts or events arising after the effective date
                          of this Registration Statement (or the most
                          recent post-effective amendment thereof) which,
                          individually or in the aggregate, represent a
                          fundamental change in the information set forth
                          in this Registration Statement.  Notwithstanding
                          the foregoing, any increase or decrease in volume
                          of securities offered (if the total dollar value
                          of securities offered would not exceed that which
                          was registered) and any deviation from the low or
                          high and of the estimated maximum offering range
                          may be reflected in the form of prospectus filed
                          with the Commission pursuant to Rule 424(b) if,
                          in the aggregate, the changes in volume and price
                          represent no more than 20 percent change in the
                          maximum aggregate offering price set forth in the
                          "Calculation of Registration Fee" table in this
                          Registration Statement; and

                                (iii)  To include any material information
                          with respect to the plan of distribution not
                          previously disclosed in this Registration
                          Statement or any material change to such
                          information in this Registration Statement;

           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the registration statement is on Form S-3, Form S-8
           or Form F-3, and the information required to be included in a
           post-effective amendment by those paragraphs is contained in
           periodic reports filed with or furnished to the Commission by
           the Registrant pursuant to Section 13 or Section 15(d) of the
           1934 Act that are incorporated by reference into this
           Registration Statement;

                        (2)  That for the purpose of determining any
                  liability under the 1933 Act, each such post-effective
                  amendment 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; and

                        (3)  To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

              (b)  The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the 1933 Act, each
         filing of the Registrant's Annual Report pursuant to Section 13(a)
         or Section 15(d) of the 1934 Act (and where applicable, each
         filing of the Plan's annual report pursuant to Section 15(d) of
         the 1934 Act) 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.

              (c)  Insofar as indemnification for liabilities arising under
         the 1933 Act may be permitted to directors, officers or controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of
         the Commission such indemnification is against public policy as
         expressed in the 1933 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, 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 the 1933 Act and
         will be governed by the final adjudication of such issue.

                                    EXPERTS

               The financial statements incorporated in this Form S-8 by
reference to the Form 10 as of December 31, 1996 and 1995 and for the years
ended December 31, 1996, 1995 and 1994 have been so incorporated in reliance
on the report of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of said firm as experts in auditing and accounting.

                                 LEGAL MATTERS

               The validity of the Common Stock offered hereunder has been
passed upon by Raymond B. Ostroski, Esq., Princeton, New Jersey.

                                  SIGNATURES

               THE REGISTRANT.  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES
ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 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 THIS 17th DAY OF OCTOBER 1997.

                                       CABLE MICHIGAN, INC.

                                       By: /s/ John Filipowicz
                                           ---------------------------
                                           John Filipowicz
                                           Vice President, Assistant
                                           General Counsel

                               POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW, CONSTITUTES AND APPOINTS DAVID C. MCCOURT, TIMOTHY J.
STOKLOSA AND MARK R. HAVERKATE AND EACH OF THEM, OUR TRUE AND LAWFUL
ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, TO DO ANY AND ALL ACTS AND THINGS AND EXECUTE, IN THE NAME OF
THE UNDERSIGNED, ANY AND ALL INSTRUMENTS WHICH SAID ATTORNEYS-IN-FACT AND
AGENTS MAY DEEM NECESSARY OR ADVISABLE IN ORDER TO ENABLE CABLE MICHIGAN, INC.
TO COMPLY WITH THE SECURITIES ACT OF 1933 AND ANY REQUIREMENTS OF THE
SECURITIES AND EXCHANGE COMMISSION IN RESPECT THEREOF, IN CONNECTION WITH THE
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE REGISTRATION
STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933, INCLUDING SPECIFICALLY
BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN THE NAME OF THE
UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY AMENDMENTS TO SUCH
REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE AMENDMENTS), AND TO FILE THE
SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE SECURITIES AND EXCHANGE COMMISSION, TO SIGN ANY AND ALL APPLICATIONS,
REGISTRATION STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO
COMPLY WITH APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER
WITH OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE
SECURITIES AUTHORITIES, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT
AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS
FULLY AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS, AND ANY OF THEM, OR THEIR 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
CAPACITIES AND ON THE DATE INDICATED.

Signature                  Title                                     Date
---------                  -----                                     ----

/s/ David C. McCourt
------------------------   Chief Executive Officer (Principal October 17, 1997
David C. McCourt           Executive Officer); Chairman of
                           the Board

/s/ Timothy J. Stoklosa
------------------------   Executive Vice President and Chief October 17, 1997
Timothy J. Stoklosa      Financial Officer, Director
                         (Principal Financial Officer and
                         Principal Accounting Officer)

------------------------   President and Chief Operating      October 17, 1997
Mark Haverkate           Officer, Director

/s/ Bruce C. Godfrey
------------------------   Director                           October 17, 1997
Bruce C. Godfrey

/s/ Raymond B. Ostroski
-----------------------   Director                            October 17, 1997
Raymond B. Ostroski

/s/ David C. Mitchell
-----------------------   Director                            October 8, 1997
David C. Mitchell

/s/ Daniel Knowles
-----------------------   Director                            October 17, 1997
Daniel Knowles

/s/ Frank Henry
-----------------------   Director                            October 17, 1997
Frank Henry

                            INDEX TO EXHIBITS
                                                                 Sequentially
Exhibit                                                          Numbered
Number           Exhibit                                         Page
-------  ------------------------------------------------------- ------------

4.01     Form of Certificate of Incorporation of the Registrant.       *
         (Incorporated herein by reference to Exhibit 3.1 to the
         Registrant's 1934 Act Registration Statement on Form 10
         1934 Act File No. 0-22821 (the "Form 10")).*

4.02     Form of Amended and Restated Bylaws of the Registrant.        *
         (Incorporated herein by reference to Exhibit 3.2 to the
         Form 10).*

5.01     Opinion of Raymond B. Ostroski, Esq.

23.01    Consent of Independent Public Accountants -- Coopers &
         Lybrand L.L.P.

23.02    Consent of Raymond B. Ostroski, Esq. (included in his
         opinion filed as Exhibit 5.01).

24.01    Powers of Attorney (included on the signature page of
         this registration statement).

99.01    Form of the Cable Michigan, Inc. 1997 Equity Incentive
         Plan.
99.02    Form of the Cable Michigan, Inc. 1997 Stock Plan for Non-
         Employee Directors.
99.03    Form of the Cable Michigan, Inc. Executive Stock Purchase
         Plan.

---------------
* Incorporated by reference.