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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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     For a description of our recently completed and pending acquisitions, see
"Business -- Acquisitions."
 
CERTAIN TRENDS AND UNCERTAINTIES
 
     The following discussion highlights a number of trends and uncertainties,
in addition to those discussed elsewhere in this prospectus, including in "Risk
Factors" and "Business," that could materially impact our business, results of
operations and financial condition.
 
     SUBSTANTIAL LEVERAGE.  As of September 30, 1999, pro forma for our merger
with Marcus Holdings, the sale of the original notes, acquisitions completed
since that date, the recent transfer to Charter Holdings of the Fanch, Falcon
and Avalon cable systems and the Pending Transactions, the total debt of Charter
Holdings and its subsidiaries was approximately $10.7 billion and Charter
Holdings' member's equity was approximately $10.4 billion. We anticipate
incurring significant additional debt in the future to fund the expansion,
maintenance and the upgrade of our cable systems.
 
     Our ability to make payments on our debt and to fund our planned capital
expenditures for upgrading our cable systems and our ongoing operations will
depend on our ability to generate cash and secure financing in the future. This,
to a certain extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors beyond our control. We cannot assure
you that our business will generate sufficient cash flow from operations, or
that future borrowings will be available to us under our existing credit
facilities, new facilities or from other sources of financing in an amount
sufficient to enable us to repay our debt, to grow our business or to fund our
other liquidity and capital needs.
 
     VARIABLE INTEREST RATES.  A significant portion of our debt bears interest
at variable rates that are linked to short-term interest rates. In addition, a
significant portion of our existing debt, assumed debt or debt we expect to
arrange in connection with the Pending Transactions will bear interest at
variable rates. If interest rates rise, our costs relative to those obligations
will also rise. See discussion on "-- Interest Rate Risk."
 
     RESTRICTIVE COVENANTS.  Our credit facilities and the indentures governing
our outstanding debt contain a number of significant covenants that, among other
things, restrict our ability and the ability of our subsidiaries to:
 
     - pay dividends or make other distributions;
 
     - make certain investments or acquisitions.
 
     - dispose of assets or merge;
 
     - incur additional debt;
 
     - issue equity;
 
     - repurchase or redeem equity interests and debt;
 
     - create liens; and
 
     - pledge assets.
 
     Furthermore, in accordance with our credit facilities we are required to
maintain specified financial ratios and meet financial tests. The ability to
comply with these provisions may be affected by events beyond our control. The
breach of any of these covenants will result in a default under the applicable
debt agreement or instrument, which could trigger acceleration of the debt. Any
default under our credit facilities or the indentures governing our outstanding
debt may adversely affect our growth, our financial condition and our results of
operations.
 
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