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     THIRD PARTIES.  We rely directly and indirectly, in the regular course of
business, on the proper operation and compatibility of third-party systems. The
year 2000 problem could cause these systems to fail, err, or become incompatible
with our systems.
     If we have or a significant third party on which we rely has failed to
adequately prepare its systems for the change to 2000, or if the year 2000
problem causes our systems to become internally incompatible or incompatible
with such third party systems, our business could suffer from material
disruptions, including the inability to process transactions, send invoices,
accept customer orders or provide customers with our cable services. We could
also face similar disruptions if the year 2000 problem causes general widespread
problems or an economic crisis. We cannot now estimate the extent of these
potential disruptions.
     STATE OF READINESS.  We have conducted a three-stage process addressing the
year 2000 problem and its impact on our internal operations, which consisted of:
     (1) conducting an inventory and evaluation of our systems, components, and
         other significant infrastructure to identify those elements that we
         reasonably believe could be expected to be affected by the year 2000
         problem. This stage has been completed;
     (2) remediating or replacing equipment that, based upon such inventory and
         evaluation, we believe may fail to operate properly in the year 2000.
         This stage has been completed; and
     (3) testing of the remediation and replacement conducted in stage two. This
         stage has been completed.
     Much of our assessment efforts in stage one have involved, and depend on,
inquiries to third party service providers, suppliers and vendors of various
parts or components of our systems. We have obtained certifications from third
party service providers, suppliers and vendors as to the readiness of mission
critical elements and we are in the process of obtaining certifications of
readiness as to non-mission critical elements. Certain of these third parties
that have certified the readiness of their products will not certify their
interoperability within our fully integrated systems. We cannot assure you that
these technologies of third parties, on which we rely, will be year 2000 ready
or timely converted into year 2000 compliant systems compatible with our
systems. Moreover, because a full test of our systems, on an integrated basis,
would require a complete shut down of our operations, it is not practicable to
conduct such testing. However, we have utilized a third party, in cooperation
with other cable operators, to test a "mock-up" of our major billing and plant
components, including pay-per-view systems, as an integrated system. We are
utilizing another third party to conduct comprehensive testing on our
advertising related scheduling and billing systems. In addition, we have
evaluated the potential impact of third party failure and integration failure on
our systems in developing our contingency plans.
material year 2000 problem could result in system failures leading to a
disruption in, or failure of certain normal business activities or operations,
for example, a failure of our major billing systems and plant components such as
our pay-per-view systems. Such failures could materially and adversely affect
our results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the year 2000 problem, resulting in part from the
uncertainty of the year 2000 readiness of third-party suppliers and customers,
we are unable to determine at this time whether the consequences of year 2000
failures will have a material impact on our results of operations, liquidity or
financial condition. However, our year 2000 taskforce has significantly reduced
our level of uncertainty about the year 2000 problem and, in particular, about
the year 2000 compliance and readiness of our material vendors.
     CONTINGENCY AND BUSINESS CONTINUATION PLAN.  Our year 2000 plan calls for
suitable contingency planning for our at-risk business functions. We normally
make contingency plans in order to avoid