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     As of September 30, 1999, we maintained eleven call centers located in our
twelve regions, which are responsible for handling call volume for more than 54%
of our customers. They are staffed with dedicated personnel who provide service
to our customers 24 hours a day, seven days a week. We believe operating
regional call centers allows us to provide "localized" service, which also
reduces overhead costs and improves customer service. We have invested
significantly in both personnel and equipment to ensure that these call centers
are professionally managed and employ state-of-the-art technology. As of
December 31, 1999, pro forma for the transfer to us of the Fanch, Falcon and
Avalon cable systems and the Bresnan acquisition and transfer, we employed
approximately 2,650 customer service representatives throughout the systems. Our
customer service representatives receive extensive training to develop customer
contact skills and product knowledge critical to successful sales and high rates
of customer retention. As of December 31, 1999, pro forma for the transfer to us
of the Fanch, Falcon and Avalon cable systems and the Bresnan acquisition and
transfer, we had approximately 4,800 technical employees who are encouraged to
enroll in courses and attend regularly scheduled on-site seminars conducted by
equipment manufacturers to keep pace with the latest technological developments
in the cable television industry. We utilize surveys, focus groups and other
research tools as part of our efforts to determine and respond to customer
needs. We believe that all of this improves the overall quality of our services
and the reliability of our systems, resulting in fewer service calls from
     We are also committed to fostering strong community relations in the towns
and cities our systems serve. We support many local charities and community
causes in various ways, including marketing promotions to raise money and
supplies for persons in need, and in-kind donations that include production
services and free air-time on major cable networks. Recent charity affiliations
include campaigns for "Toys for Tots," United Way, local theatre, children's
museums, local food banks and volunteer fire and ambulance corps. We also
participate in the "Cable in the Classroom" program, whereby cable television
companies throughout the United States provide schools with free cable
television service. In addition, we install and provide free basic cable service
to public schools, government buildings and non-profit hospitals in many of the
communities in which we operate. We also provide free cable modems and
high-speed Internet access to schools and public libraries in our franchise
areas. We place a special emphasis on education, and regularly award
scholarships to employees who intend to pursue courses of study in the
communications field.
     PERSONNEL RESOURCES.  We have a centralized team responsible for
coordinating the marketing efforts of our individual systems. For most of our
systems with over 30,000 customers we have a dedicated marketing manager, while
smaller systems are handled regionally. We believe our success in marketing
comes in large part from new and innovative ideas and from good interaction
between our corporate office, which handles programs and administration, and our
field offices, which implement the various programs. We are also continually
monitoring the regulatory arena, customer perception, competition, pricing and
product preferences to increase our responsiveness to our customer base. Our
customer service representatives are given the incentive to use their daily
contacts with customers as opportunities to sell our new service offerings.
     MARKETING STRATEGY.  Our long-term marketing objective is to increase cash
flow through deeper market penetration and growth in revenue per household. To
achieve this objective and to position our service as an indispensable consumer
service, we are pursuing the following strategies:
     - increase the number of rooms per household with cable;
     - introduce new cable products and services;
     - design product offerings to enable greater opportunity for customer