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     - additional pay-per-view programming, such as more pay-per-view options
       and/or frequent showings of the most popular films to provide near
       video-on-demand, which are more heavily marketed in systems primarily
       serving both rural and urban communities.
     As part of our current pricing strategy for digital services, we have
established a retail rate of $4.95 to $8.95 per month for the digital set-top
converter and the delivery of "multiplexes" of premium services, additional
pay-per-view channels, digital music and an electronic programming guide. Some
of our systems also offer additional basic and expanded basic tiers of service.
These tiers of services retail for $6.95 per month. As of September 30, 1999,
more than 28,600 of our customers subscribed to the digital service offered by
21 of our cable systems, which served approximately 480,000 basic cable
customers. For the six-month period ended October 30, 1999, revenue per customer
for our digital service was approximately $20.76 and cash flow per customer was
$11.21. As of December 31, 1999, approximately 2.4 million of our customers were
served by cable systems capable of delivering digital services.
     INTERNET ACCESS.  We currently provide Internet access to our customers by
two principal means:
     - via cable modems attached to personal computers, either directly or
       through an outsourcing contract with an Internet service provider; and
     - through television access, via a service such as WorldGate.
We also provide Internet access in some markets through traditional dial-up
telephone modems, using a third party service provider.
     The principal advantage of cable Internet connections is the high speed of
data transfer over a cable system. We currently offer these services to our
residential customers over coaxial cable at speeds that can range up to
approximately 50 times the speed of a conventional telephone modem. Furthermore,
a two-way communication cable system using a hybrid fiber optic/coaxial
structure can support the entire connection at cable modem speeds without the
need for a separate telephone line. If the cable system only supports one-way
signals from the headend to the customer, the customer must use a separate
telephone line in order to send signals to the provider, although such customer
still receives the benefit of high speed cable access when downloading
information, which is the primary reason for using cable as an Internet
connection. In addition to Internet access over our traditional coaxial system,
we also provide our commercial customers fiber optic cable access at a price
that we believe is less than the price offered by the telephone companies.
     In the past, cable Internet connections have provided customers with widely
varying access speeds because each customer accessed the Internet by sending and
receiving data through a node. Users connecting simultaneously through a single
node share the bandwidth of that node, so that users' connection speeds may
diminish as additional users connect through the same node. To induce users to
switch to our Internet services, however, we guarantee our cable modem customers
the minimum access speed selected from several speed options we offer. We also
provide higher guaranteed access speeds for customers willing to pay an
additional cost. In order to meet these guarantees, we are increasing the
bandwidth of our systems and "splitting" nodes easily and cost-effectively to
reduce the number of customers per node.
     - CABLE MODEM-BASED INTERNET ACCESS.  We have deployed cable modem-based
Internet access services in 46 markets including: Los Angeles, California; St.
Louis, Missouri; and Fort Worth, Texas.
     As of September 30, 1999, we provided Internet access service to
approximately 27,225 homes and 250 commercial customers. The following table
indicates the historical and projected availability, pro forma for our recent
and pending acquisitions, of cable modem Internet access services in our