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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                           SUMMARY TERMS OF NEW NOTES
 
Issuers.......................   Charter Communications Holdings, LLC and
                                 Charter Communications Holdings Capital
                                 Corporation.
 
Notes Offered.................   $675.0 million in principal amount of 10.00%
                                 senior notes due 2009.
 
                                 $325.0 million in principal amount of 10.25%
                                 senior notes due 2010.
 
                                 $532.3 million in principal amount at maturity
                                 of 11.75% senior discount notes due 2010.
 
                                 The form and terms of the new notes will be the
                                 same as the form and terms of the outstanding
                                 notes except that:
 
                                 - the new notes will bear a different CUSIP
                                   number from the original notes;
 
                                 - the new notes will have been registered under
                                   the Securities Act of 1933 and, therefore,
                                   will not bear legends restricting their
                                   transfer; and
 
                                 - you will not be entitled to any exchange or
                                   registration rights with respect to the new
                                   notes.
 
                                 The new notes will evidence the same debt as
                                 the original notes. They will be entitled to
                                 the benefits of the indentures governing the
                                 original notes and will be treated under the
                                 indentures as a single class with the original
                                 notes.
 

<TABLE>
<CAPTION>
                       MATURITY
                         DATE                ISSUE PRICE                   INTEREST
                   ----------------  ---------------------------  ---------------------------
<S>                <C>               <C>                          <C>
10.00% Notes.....  April 1, 2009     100.00% plus accrued         10.00% per annum, payable
                                     interest, if any, from       every six months on April 1
                                     January 12, 2000             and October 1, beginning
                                                                  April 1, 2000
10.25% Notes.....  January 15, 2010  100.00%, plus accrued        10.25% per annum, payable
                                     interest, if any, from       every six months on January
                                     January 12, 2000             15 and July 15, beginning
                                                                  July 15, 2000
11.75% Notes.....  January 15, 2010  56.448%, with original       Interest to accrete at a
                                     issue discount to accrete    rate of 11.75% per annum to
                                     from January 12, 2000        an aggregate amount of
                                                                  $532.0 million by January
                                                                  15, 2005; thereafter, cash
                                                                  interest will be payable
                                                                  every six months on January
                                                                  15 and July 15 at a rate of
                                                                  11.75% per annum, beginning
                                                                  July 15, 2005
</TABLE>

 
Ranking....................  The new notes will be senior debts. They will rank
                             equally with the current and future unsecured and
                             unsubordinated debt of Charter Holdings, including
                             the March 1999 senior notes and senior discount
                             notes and trade payables, which are accounts
                             payable to vendors,
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