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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                          (i) Private Placement Legend.

                                  (A) Except as permitted by subparagraph (B)
                 below, each Global Note and each Definitive Note (and all
                 Notes issued in exchange therefor or substitution thereof)
                 shall bear the legend in substantially the following form:

                 "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
                 UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT")
                 AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
                 EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES
                 IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
                 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT
                 OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
                 TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN
                 OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
                 REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL
                 ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
                 REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT
                 TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
                 PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT
                 TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
                 ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
                 OF THE STATES OF THE UNITED STATES."

                                  (B) Notwithstanding the foregoing, any Global
                 Note or Definitive Note issued pursuant to subparagraphs
                 (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
                 (e)(iii)  or (f) to this Section 2.06 (and all Notes issued in
                 exchange therefor or substitution thereof) shall not bear the
                 Private Placement Legend.

                     (ii) Global Note Legend. Each Global Note shall bear a
         legend in substantially the following form:

         "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
         ANY PERSON UNDER ANY