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                                                                    EXHIBIT 4.29




                                     BYLAWS

                                       OF

                         CLASSIC CABLE OF OKLAHOMA, INC.

                               (THE "CORPORATION")



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                                     BYLAWS

                                       OF

                         CLASSIC CABLE OF OKLAHOMA, INC.


                                   ARTICLE I.

                                     OFFICES

                  Section 1.1. Registered Office. The registered office of the
Corporation within the State of Delaware shall be located at the principal place
of business in said state of such corporation or individual acting as the
Corporation's registered agent in Delaware.

                  Section 1.2. Other Offices. The Corporation may also have
offices and places of business at such other places both within and without the
State of Delaware as the Board of Directors may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE II.
                            MEETINGS OF SHAREHOLDERS

                  Section 2.1. Place of Meetings. All meetings of shareholders
shall be held at the principal office of the Corporation, or at such other place
within or without the State of Delaware as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

                  Section 2.2. Annual Meetings. The annual meeting of
shareholders shall be held at such time on such day, other than a legal holiday,
in the third month next succeeding the month in which the fiscal year of the
Corporation ends, as the Board of Directors in each such year determines. At the
annual meeting, the shareholders entitled to vote for the election of directors
shall elect, by a plurality vote, a Board of Directors and transact such other
business as may properly come before the meeting.

                  Section 2.3. Special Meetings. Special meetings of
shareholders, for any purpose or purposes, may be called by the President or the
Board of Directors and shall be called promptly by the President at the written
request of a majority of the entire Board of Directors or the holders of record
of at least twenty-five per cent (25%) of the issued and outstanding shares of
stock of the Corporation entitled to vote. Any such request shall state the
purpose or purposes of the proposed meeting. At any special meeting of
shareholders, only such business may be transacted as is related to the purpose
or purposes set forth in the notice of such meeting.

                  Section 2.4. Notice of Meetings. Written notice of every
meeting of shareholders, stating the place, date and hour thereof and, in case
of a special meeting of shareholders, the purpose or purposes thereof and the
person or persons by whom or at whose direction such meeting has been called and
such notice is being issued, shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
or at the direction of the President, the Secretary, or the persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the



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United States mail, postage prepaid, directed to the shareholder at his address
as it appears on the stock transfer books of the Corporation. Nothing herein
contained shall preclude the shareholders from waiving notice as provided in
Section 4.1 hereof.

                  Section 2.5. Quorum. The holders of a majority of the issued
and outstanding shares of stock of the Corporation entitled to vote, represented
in person or by proxy, shall be necessary to and shall constitute a quorum for
the transaction of business at any meeting of shareholders. If, however, such
quorum shall not be present or represented at any meeting of shareholders, the
shareholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might not have been transacted
at the meeting as originally noticed. Notwithstanding the foregoing, if after
any such adjournment the Board of Directors shall fix a new record date for the
adjourned meeting, or if the adjournment is for more than thirty (30) days, a
notice of such adjourned meeting shall be given as provided in Section 2.4 of
these Bylaws, but such notice may be waived as provided in Section 4.1 hereof.

                  Section 2.6. Voting. At each meeting of the shareholders, each
holder of record of shares of stock entitled to vote shall be entitled to vote
in person or by proxy, and each such holder shall be entitled to one vote for
every share standing in his name on the books of the Corporation as of the
record date fixed by the Board of Directors or prescribed by law and, if a
quorum is present, a majority of the shares of such stock present or represented
at any meeting of shareholders shall be the vote of the shareholders with
respect to any item of business, unless otherwise provided by any applicable
provision of law, by these Bylaws or by the Certificate of Incorporation.

                  Section 2.7. Proxies. Every shareholder entitled to vote at a
meeting or to express consent or dissent without a meeting or a shareholder's
duly authorized attorney-in-fact may authorize another person or persons to act
for him by proxy. Each proxy shall be in writing executed by the shareholder
giving the proxy or by his duly authorized attorney. No proxy shall be valid
after the expiration of three (3) years from its date, unless a longer period is
provided for in the proxy. Unless and until voted, every proxy shall be
revocable at the pleasure of the person who executed it, or his legal
representatives or assigns, except in those cases where an irrevocable proxy
permitted by statute has been given.

                  Section 2.8. Consents. Whenever a vote of shareholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action by any provision of statute or of the Certificate of
Incorporation or these Bylaws, the meeting, prior notice thereof and vote of
shareholders may be dispensed with if the holders of shares having not less than
the minimum number of votes that would have been necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted shall consent in writing to the taking of such action. Where
corporate action is taken in such matter by less than unanimous written consent,
prompt written notice of the taking of such action shall be given to all
shareholders who have not consented in writing thereto.

                  Section 2.9. Stock Records. The Secretary or agent having
charge of the stock transfer books shall make, at least ten (10) days before
each meeting of shareholders, a complete list of the





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shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order and showing the address of and the number and
class and series, if any, of shares held by each. Such list, for a period of ten
(10) days prior to such meeting, shall be kept at the principal place of
business of the Corporation or at the office of the transfer agent or registrar
of the Corporation and such other places as required by statute and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder at any
time during the meeting.

                                  ARTICLE III.
                                    DIRECTORS

                  Section 3.1. Number. The number of directors of the
Corporation which shall constitute the entire Board of Directors shall be fixed
from time to time by a vote of a majority of the entire Board and shall be not
less than one (1) nor more than seven (7). The first Board of Directors shall
consist of three members.

                  Section 3.2. Qualifications, Election and Tenure. Directors
shall be at least eighteen (18) years of age but need not be residents of the
State of Delaware. Directors need not be shareholders of the Corporation. With
the exception of the first three members of the Board of Directors, which shall
be elected by the incorporator, and except as otherwise provided in these
Bylaws, directors shall be elected at the annual meeting of shareholders, and
each director so elected shall hold office until the next annual meeting of
shareholders and until his successor has been elected and has qualified.

                  Section 3.3. Resignation and Removal. Any director may resign
at any time upon notice of resignation to the Corporation. Any director may be
removed at any time by vote of the shareholders then entitled to vote for the
election of directors at a special meeting called for that purpose, either with
or without cause.

                  Section 3.4. Newly Created Directorships and Vacancies. Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason whatsoever shall be
filled by vote of the Board. If the number of directors then in office is less
than a quorum, such newly created directorships and vacancies may be filled by a
vote of a majority of the directors then in office. Any director elected to fill
a vacancy shall be elected until the next meeting of shareholders at which the
election of directors is in the regular course of business, and until his
successor has been elected and qualified.

                  Section 3.5. Powers and Duties. Subject to the applicable
provisions of law, these Bylaws or the Certificate of Incorporation, but in
furtherance and not in limitation of any rights therein conferred, the Board of
Directors shall have the control and management of the business and affairs of
the Corporation and shall exercise all such powers of the Corporation and do all
such lawful acts and things as may be exercised by the Corporation.

                  Section 3.6. Place of Meetings. All meetings of the Board of
Directors may be held either within or without the State of Delaware.



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                  Section 3.7. Annual Meetings. An annual meeting of each newly
elected Board of Directors shall be held immediately following the annual
meeting of shareholders, and no notice of such meeting to the newly elected
directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present, or the newly elected directors may meet at
such time and place as shall be fixed by the written consent of all of such
directors.

                  Section 3.8. Regular Meetings. Regular meetings of the Board
of Directors may be held upon such notice or without notice, and at such time
and at such place as shall from time to time be determined by the Board.

                  Section 3.9. Special Meetings. Special meetings of the Board
of Directors may be called by the President and shall be called promptly by the
President or the Secretary upon the written request of any director specifying
the special purpose thereof, on not less than two (2) days notice to each
director. Such request shall state the date, time and place of the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

                  Section 3.10. Notice of Meetings. Notice of each special
meeting of the Board (and of each regular meeting for which notice shall be
required) shall be given by the President, and the Secretary or an Assistant
Secretary and shall state the place, date and time of the meeting. Notice of
each such meeting shall be given orally or shall be mailed to each director at
his residence or usual place of business. If notice of less than one week is
given, it shall be oral, whether by telephone or in person, or sent by special
delivery mail or telegraph. If mailed, the notice shall be given when deposited
in the United States mail, postage prepaid. Notice of any meeting need not be
given to any director who shall submit, either before or after the meeting, a
signed waiver of notice or who shall attend such meeting without protesting,
prior to or at its commencement, the lack of notice to him. Notice of any
adjourned meeting, including the place, date and time of the new meeting, shall
be given to all directors not present at the time of the adjournment, as well as
to the other directors unless the place, date and time of the new meeting is
announced at the adjourned meeting. Nothing herein contained shall preclude the
directors from waiving notice as provided in Section 4.1 hereof.

                  Section 3.11. Quorum and Voting. At all meetings of the Board
of Directors a majority of the entire Board shall be necessary to and shall
constitute a quorum for the transaction of business at any meeting of directors,
unless otherwise provided by any applicable provision of law, by these Bylaws,
or by the Certificate of Incorporation. The act of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the Board of Directors, unless otherwise provided by any applicable
provision of law, by these Bylaws or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, until a
quorum shall be present.

                  Section 3.12. Compensation. The Board of Directors, by the
affirmative vote of a majority of the directors then in office, and irrespective
of any personal interest of any of its members, shall have authority to
establish reasonable compensation of all directors for services to the
Corporation as directors, officers or otherwise.




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                  Section 3.13. Books and Records. The directors may keep the
books of the Corporation, except such as are required by law to be kept within
the state, outside of the State of Delaware, at such place or places as they may
from time to time determine.

                  Section 3.14. Action Without a Meeting. Any action required or
permitted to be taken by the Board, or by a committee of the Board, may be taken
without a meeting if all members of the Board or the committee, as the case may
be, consent in writing to the adoption of a resolution authorizing the action.
Any such resolution and the written consents thereto by the members of the Board
or committee shall be filed with the minutes of the proceedings of the Board or
committee.

                  Section 3.15. Telephone Participation. Any one or more members
of the Board, or any committee of the Board, may participate in a meeting of the
Board or committee by means of a conference telephone call or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

                  Section 3.16. Committees of the Board. The Board, by
resolution adopted by a majority of the entire Board, may designate one or more
committees, each consisting of one or more directors. The Board may designate
one or more directors as alternate members of any such committee. Such alternate
members may replace any absent member or members at any meeting of such
committee. Each committee (including the members thereof) shall serve at the
pleasure of the Board and shall keep minutes of its meetings and report the same
to the Board. Except as otherwise provided by law, each such committee, to the
extent provided in the resolution establishing it, shall have and may exercise
all the authority of the Board with respect to all matters. However, no such
committee shall have power or authority to:

                           (a) amend the Certificate of Incorporation;

                           (b)  adopt an agreement or merger of consolidation;

                           (c) recommend to the shareholders the sale, lease or
                  exchange of all or substantially all of the Corporation's
                  property and assets;

                           (d) recommend to the shareholders a dissolution of
                  the Corporation or a revocation of a dissolution;

                           (e) amend these Bylaws; and unless expressly so
                  provided by resolution of the Board, no such committee shall
                  have power or authority in reference to:

                           (f) declare a dividend; or

                           (g) authorize the issuance of shares of the
                  Corporation of any class.




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                                   ARTICLE IV.
                                     WAIVER

                  Section 4.1. Waiver. Whenever a notice is required to be given
by any provision of law, by these Bylaws, or by the Certificate of
Incorporation, a waiver thereof in writing, whether before or after the time
stated therein, shall be deemed equivalent to such notice. In addition, any
shareholder attending a meeting of shareholders in person or by proxy without
protesting prior to the conclusion of the meeting the lack of notice thereof to
him, and any director attending a meeting of the Board of Directors without
protesting prior to the meeting or at its commencement such lack of notice,
shall be conclusively deemed to have waived notice of such meeting.

                                   ARTICLE V.
                                    OFFICERS

                  Section 5.1. Executive Officers. The executive officers of the
Corporation shall be a Chairman of the Board, a President, a Treasurer and a
Secretary. Any person may hold two or more of such offices. The executive
officers of the Corporation shall be elected annually (and from time to time by
the Board of Directors, as vacancies occur), at the annual meeting of the Board
of Directors following the meeting of shareholders at which the Board of
Directors was elected.

                  Section 5.2. Other Officers. The Board of Directors may
appoint such other officers and agents, including one or more Vice Presidents,
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it
shall at any time or from time to time deem necessary or advisable.

                  Section 5.3. Authorities and Duties. All officers, as between
themselves and the Corporation, shall have such authority and perform such
duties in the management of the business and affairs of the Corporation as may
be provided in these Bylaws, or, to the extent not so provided, as may be
prescribed by the Board of Directors.

                  Section 5.4. Tenure and Removal. The officers of the
Corporation shall be elected or appointed to hold office until their respective
successors are elected or appointed. All officers shall hold office at the
pleasure of the Board of Directors, and any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors for
cause or without cause at any regular or special meeting.

                  Section 5.5. Vacancies. Any vacancy occurring in any office of
the Corporation, whether because of death, resignation or removal, with or
without cause, or any other reason, shall be filled by the Board of Directors.

                  Section 5.6. Compensation. The salaries and other compensation
of all officers and agents of the Corporation shall be fixed by or in the manner
prescribed by the Board of Directors.

                  Section 5.7. Chairman of the Board. The Chairman of the Board
shall be the chief administrative and executive officer of the Corporation. The
Chairman of the Board shall preside at all meetings of the shareholders and the
directors and shall see to it that all orders and resolutions of the Board of
Directors are carried into effect.




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                  Section 5.8. President. The President shall have general and
active management of the business and affairs of the Corporation and be
responsible for its day-to-day operations, subject to the control of the Board
of Directors.

                  Section 5.9. Vice Presidents. Each Vice President, if any,
shall have such powers and shall perform such duties as may from time to time be
assigned to him by the Board of Directors.

                  Section 5.10. Secretary. The Secretary shall attend all
meetings of the shareholders and all meetings of the Board of Directors and
shall record all proceedings taken at such meetings in a book to be kept for
that purpose; he shall see that all notices of meetings of shareholders and
meetings of the Board of Directors are duly given in accordance with the
provisions of these Bylaws or as required by law; he shall be the custodian of
the records and of the corporate seal or seals of the Corporation; he, or an
Assistant Secretary, shall have authority to affix the corporate seal or seals
to all documents, the execution of which, on behalf of the Corporation, under
its seal, is duly authorized, and when so affixed it may be attested by his
signature or the signature of such Assistant Secretary; and in general, he shall
perform all duties incident to the office of the Secretary of a corporation, and
such other duties as the Board of Directors may from time to time prescribe.

                  Section 5.11. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and disbursements of the
Corporation and shall deposit, or cause to be deposited, in the name and to the
credit of the Corporation, all moneys and valuable effects in such banks, trust
companies, or other depositaries as shall from time to time be selected by the
Board of Directors. He shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation; he shall render to the
President and to each member of the Board of Directors, whenever requested, an
account of all of his transactions as Treasurer and of the financial condition
of the Corporation; and in general, he shall perform all of the duties incident
to the office of the Treasurer of a corporation, and such other duties as the
Board of Directors may from time to time prescribe.

                  Section 5.12. Other Officers. The Board of Directors may also
elect or may delegate to the President the power to appoint such other officers
as it may at any time from time to time deem advisable, and any officers so
elected or appointed shall have such authority and perform such duties as the
Board of Directors or the President, if he shall have appointed them, may from
time to time prescribe.

                                   ARTICLE VI.
           PROVISIONS RELATING TO STOCK CERTIFICATES AND SHAREHOLDERS

                  Section 6.1. Form and Signature. The shares of the Corporation
shall be represented by certificates signed by the President or any Vice
President and by the Secretary or any Assistant Secretary or the Treasurer or
any Assistant Treasurer, and shall bear the seal of the Corporation or a
facsimile thereof. Each certificate representing shares shall state upon its
face (a) that the Corporation is formed under the laws of the State of Delaware,
(b) the name of the person or persons to whom it is issued, (c) the number of
shares which such certificate represents and (d) the par value, if any, of each
share represented by such certificate.




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                  Section 6.2. Registered Shareholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares of stock to receive dividends or other distributions, and to
vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares of stock, and shall not be bound
to recognize any equitable or legal claim to or interest in such shares on the
part of any other person.

                  Section 6.3. Transfer of Stock. Upon surrender to the
Corporation or the appropriate transfer agent, if any, of the Corporation, of a
certificate representing shares of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, and, in the event
that the certificate refers to any agreement restricting transfer of the shares
with which it represents, proper evidence of compliance with such agreement, a
new certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
Corporation.

                  Section 6.4. Lost Certificates, etc. The Corporation may issue
a new certificate for shares in place of any certificate theretofore issued by
it, alleged to have been lost, mutilated, stolen or destroyed, and the Board may
require the owner of such lost, mutilated, stolen or destroyed certificate, or
his legal representatives, to make an affidavit to that fact and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss,
mutilation, theft or destruction of any such certificate or the issuance of any
such new certificate.

                  Section 6.5. Record Date. For the purpose of determining the
shareholders entitled to notice of, or to vote at, any meeting of shareholders
or any adjournment thereof, or to express written consent to any corporate
action without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix, in advance, a record date. Such date shall not be more than
sixty (60) nor less than ten (10) days before the date of any such meeting, nor
more than sixty (60) days prior to any other action.

                  Section 6.6. Regulations. Except as otherwise provided by law,
the Board may make such additional rules and regulations, not inconsistent with
these Bylaws, as it may deem expedient, concerning the issue, transfer and
registration of certificates for the securities of the Corporation. The Board
may appoint, or authorize any officer or officers to appoint, one or more
transfer agents and one or more registrars and may require all certificates for
shares of capital stock to bear the signature or signatures of any of them.

                                  ARTICLE VII.
                               GENERAL PROVISIONS

                  Section 7.1. Dividends and Distributions. Dividends and other
distributions upon or with respect to outstanding shares of stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, bonds, property, or in stock of the
Corporation. The Board shall have full power and discretion, subject to the
provisions of the Certificate of Incorporation or the terms of any other
corporate document or instrument binding upon





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the Corporation to determine what, if any, dividends or distributions shall be
declared and paid or made.

                  Section 7.2. Checks, etc. All checks or demands for money and
notes or other instruments evidencing indebtedness or obligations of the
Corporation shall be signed by such officer or officers or other person or
persons as may from time to time be designated by the Board of Directors.

                  Section 7.3. Seal. The Corporation shall have no seal.

                  Section 7.4. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors.

                  Section 7.5. General and Special Bank Accounts. The Board may
authorize from time to time the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may be delegated by the Board from time to
time. The Board may make such special rules and regulations with respect to such
bank accounts, not inconsistent with the provisions of these Bylaws, as it may
deem expedient.

                                  ARTICLE VIII.
                          INDEMNIFICATION OF DIRECTORS,
                           OFFICERS AND OTHER PERSONS

                  Section 8.1. Indemnification by Corporation. To the extent
permitted by law, the Corporation shall indemnify any person against any and all
judgments, fines, amounts paid in settling or otherwise disposing of actions or
threatened actions, and expenses in connection therewith, incurred by reason of
the fact that he, his testator or intestate is or was a director or officer of
the Corporation or of any other corporation of any type or kind, domestic or
foreign, which he served in any capacity at the request of the Corporation. To
the extent permitted by law, expenses so incurred by any such person in
defending a civil or criminal action or proceeding shall at his request be paid
by the Corporation in advance of the final disposition of such action or
proceeding.

                                   ARTICLE IX.
                             ADOPTION AND AMENDMENTS

                  Section 9.1. Power to Amend. These Bylaws may be amended or
repealed and any new bylaw may be adopted by the Board of Directors; provided
that these Bylaws and any other bylaws amended or adopted by the Board of
Directors may be amended or repealed, and any bylaws repealed by the Board of
Directors may be reinstated, and new bylaws may be adopted, by the shareholders
of the Corporation entitled to vote at the time for the election of directors.




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                            CERTIFICATE BY SECRETARY

         The undersigned, being the secretary of the Corporation, hereby
certifies that the foregoing code of Bylaws was duly adopted by the initial
Directors of the Corporation effective on the 2nd day of February, 2000.


                                  /s/ BRYAN D. NOTEBOOM
                                  ----------------------------------------------
                                  Bryan D. Noteboom, Secretary







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