NORTHLAND CABLE TELEVISION INC
REPRESENTATION LETTER FROM ARTHUR ANDERSEN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v80431ex10-2.txt
<DESCRIPTION>REPRESENTATION LETTER FROM ARTHUR ANDERSEN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

April 1, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0408

Ladies and Gentlemen:

This letter is written pursuant to Temporary Note 3T to Article 3 of Regulation
S-X.

Northland Cable Television, Inc. has received a representation letter from
Arthur Andersen LLP ("Andersen") stating that the audit of the consolidated
balance sheets of Northland Cable Television, Inc. and subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the three years in
the period ended December 31, 2001, was subject to Andersen's quality control
system for the U.S. accounting and auditing practice to provide reasonable
assurance that the engagement was conducted in compliance with professional
standards, that there was appropriate continuity of Andersen personnel working
on the audit, availability of national office consultation, and availability of
personnel at foreign affiliates of Andersen to conduct the relevant portions of
the audit.

Very truly yours,


/s/ Gary S. Jones
-------------------------------

Gary S. Jones, President

</TEXT>
</DOCUMENT>
