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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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Section 3.02. Selection of Notes to Be Redeemed.

                 If less than all of the Notes are to be redeemed or purchased
in an offer to purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which
the Notes are listed or, if the Notes are not so listed, on a pro rata basis,
by lot or in accordance with any other method the Trustee considers fair and
appropriate. In the event of partial redemption by lot, the particular Notes to
be redeemed shall be selected, unless otherwise provided herein, not less than
30 nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Notes not previously called for redemption.

                 The Trustee shall promptly notify the Issuers in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the Accreted Value thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 principal amount at
maturity or whole multiples of $1,000 principal amount at maturity; except that
if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000 principal
amount at maturity, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

                 Subject to the provisions of Section 3.09, at least 30 days
but not more than 60 days before a redemption date, the Issuers shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.

                 The notice shall identify the Notes to be redeemed and shall
state:

                 (a) the redemption date;

                 (b) the redemption price;

                 (c) if any Note is being redeemed in part, the portion of the
Accreted Value or the principal amount at maturity of such Note to be redeemed
and that, after the redemption date upon surrender of such Note, a new Note or
Notes in principal amount at maturity equal to the unredeemed portion shall be
issued upon cancellation of the original Note;