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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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systems, as of the dates indicated. Only a small percentage of the homes passed
currently subscribe to these services.
 

<TABLE>
<CAPTION>
                                                                    HOMES PASSED BY
                                                                 ADVANCED DATA SERVICES
                                                           ----------------------------------
                                                           SEPTEMBER 30,
                                                               1999         DECEMBER 31, 1999
                                                           -------------    -----------------
                                                             (ACTUAL)          (PROJECTED)
<S>                                                        <C>              <C>
HIGH SPEED INTERNET ACCESS VIA CABLE MODEMS:
High Speed Access .......................................      721,300          1,165,000
  EarthLink/Charter Pipeline.............................      572,700            708,700
  Excite@Home............................................      233,400            932,600
  Convergence.com........................................      263,200            263,200
  In-House/Other.........................................       79,700            459,000
                                                             ---------         ----------
     Total cable modems..................................    1,870,300          3,528,500
                                                             =========         ==========
  Internet access via WorldGate..........................      348,600            428,800
                                                             =========         ==========
</TABLE>

 
     We have an agreement with EarthLink Network, Inc., an independent Internet
service provider, to provide as a label service Charter Pipeline(TM), which is a
cable modem-based, high-speed Internet access service we offer. EarthLink and
MindSpring Enterprises, Inc. have announced plans to merge by next spring
creating the second-largest Internet service provider (ISP) in the United
States. We currently charge a monthly usage fee of between $24.95 and $39.95.
Our customers have the option to lease a cable modem for $10 to $15 a month or
to purchase a modem for between $300 and $400. As of September 30, 1999, we
offered EarthLink Internet access to approximately 573,000 of our homes passed
and have approximately 8,500 customers.
 
     We have a relationship with High Speed Access to offer Internet access in
some of our smaller systems. High Speed Access also provides Internet access
services to our customers under the Charter Pipeline brand name. Although the
Internet access service is provided by High Speed Access, the Internet "domain
name" of our customer's e-mail address and web site, if any, is "Charter.net,"
allowing the customer to switch or expand to our other Internet services without
a change of e-mail address. High Speed Access provides three different tiers of
service to us. The base tier is similar to our arrangements with EarthLink and
Excite@Home. The turnkey tier bears all capital, operating and marketing costs
of providing the service, and seeks to build economies of scale in our smaller
systems that we cannot efficiently build ourselves by simultaneously contracting
to provide the same services to other small geographically contiguous systems.
The third tier allows for a la carte selection of services between the base tier
and the turnkey tier. As of September 30, 1999, High Speed Access offered
Internet access to approximately 721,000 of our homes passed, and approximately
8,600 customers have signed up for the service. During the last three months of
1999, we, jointly with High Speed Access, launched service in an additional 13
systems, covering approximately 432,000 additional homes passed. Vulcan
Ventures, Inc., a company controlled by Mr. Allen, has an equity investment in
High Speed Access. See "Certain Relationships and Related Transactions."
 
     We have a revenue sharing agreement with Excite@Home, under which
Excite@Home currently provides Internet service to customers in our systems
serving Fort Worth, University Park and Highland Park, Texas. The Excite@Home
network provides high-speed, cable modem-based Internet access using our cable
infrastructure. As of September 30, 1999, we offered Excite@Home Internet
service to approximately 233,000 of our homes passed and had approximately 4,700
customers.
 
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