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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire
                      ------------------------------------   

                                     (Date)

        Reference is hereby made to the Exchange and Registration Rights
    Agreement (the "Exchange and Registration Rights Agreement") between
    Charter Communications Holdings, LLC and Charter Communications Holdings
    Capital Corporation (together, the "Issuers"), and the Purchasers named
    therein. Pursuant to the Exchange and Registration Rights Agreement, the
    Issuers have filed with the United States Securities and Exchange
    Commission (the "Commission") a registration statement on Form [__] (the
    "Shelf Registration Statement") for the registration and resale under Rule
    415 of the Securities Act of 1933, as amended (the "Securities Act"), of
    the Issuers' 11.75% Senior Discount Notes due 2010 (the "Notes"). A copy of
    the Exchange and Registration Rights Agreement is attached hereto. All
    capitalized terms not otherwise defined herein shall have the meanings
    ascribed thereto in the Exchange and Registration Rights Agreement.

        Each beneficial owner of Registrable Securities is entitled to have the
    Registrable Securities beneficially owned by it included in the Shelf
    Registration Statement. In order to have Registrable Securities included in
    the Shelf Registration Statement, this Notice of Registration Statement and
    Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
    completed, executed and delivered to the Issuers' counsel at the address
    set forth herein for receipt ON OR BEFORE [Deadline for Response].
    Beneficial owners of Registrable Securities who do not complete, execute
    and return this Notice and Questionnaire by such date (i) will not be named
    as selling securityholders in the Shelf Registration Statement and (ii) may
    not use the Prospectus forming a part thereof for resales of Registrable
    Securities.

        Certain legal consequences arise from being named as a selling
    securityholder in the Shelf Registration Statement and related prospectus.
    Accordingly, holders and beneficial owners of Registrable Securities are
    advised to consult their own securities law counsel regarding the
    consequences of being named or not being named as a selling securityholder
    in the Shelf Registration Statement and related prospectus.