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     Marc B. Nathanson was the Chairman of the board of directors of Falcon
Holding Group, Inc., which was the general partner of Falcon Holding Group, L.P.
from whom the Falcon cable systems were acquired.
     Paul G. Allen or certain affiliates of Mr. Allen own equity interests or
warrants to purchase equity interests in various entities which provide a number
of our affiliates with services or programming. Among these entities are High
Speed Access Corp., WorldGate Communications, Inc., Wink Communications, Inc.,
ZDTV, L.L.C., USA Networks, Oxygen Media, Inc., Broadband Partners LLC, Go2Net,
Inc. and RCN Corporation. These affiliates include Charter Investment, Inc. and
Vulcan Ventures, Inc. Mr. Allen owns 100% of the equity of Vulcan Ventures, and
is its Chief Executive Officer. Mr. Savoy is also a Vice President and a
director of Vulcan Ventures. The various cable, Internet and telephony companies
that Mr. Allen has invested in may mutually benefit one another. The recently
announced Broadband Partners Internet portal joint venture is an example of a
cooperative business relationship among his affiliated companies. We can give no
assurance, nor should you expect, that this joint venture will be successful,
that we will realize any benefits from this or other relationships with Mr.
Allen's affiliated companies or that we will enter into any joint ventures or
business relationships in the future with Mr. Allen's affiliated companies.
     Mr. Allen and his affiliates have made, and in the future likely will make,
numerous investments outside of us and our business. We cannot assure you that,
in the event that we or any of our subsidiaries enter into transactions in the
future with any affiliate of Mr. Allen, such transactions will be on terms as
favorable to us as terms we might have obtained from an unrelated third party.
Also, conflicts could arise with respect to the allocation of corporate
opportunities between us and Mr. Allen and his affiliates.
     We have not instituted any formal plan or arrangement to address potential
conflicts of interest.
     HIGH SPEED ACCESS.  High Speed Access is a provider of high-speed Internet
access over cable modems. In November 1998, Charter Investment, Inc. entered
into a systems access and investment agreement with Vulcan Ventures and High
Speed Access and a related network services agreement with High Speed Access.
Additionally, Vulcan Ventures and High Speed Access entered into a programming
content agreement. Charter Investment Inc.'s rights and obligations under these
agreements were assigned by Charter Investment, Inc. to Charter Communications
Holding Company upon closing of Charter Communications, Inc's initial public
offering. Under these agreements, High Speed Access will have exclusive access
to at least 750,000 of our homes with an installed cable drop from our cable
system or which is eligible for a cable drop by virtue of our cable system
passing the home. The term of the systems access and investment agreement
continues until midnight of the day High Speed Access ceases to provide High
Speed Access services to cable subscribers in any geographic area or region. The
term of the network services agreement is, as to a particular cable system, five
years from the date revenue billing commences for that cable system. Following
the five year initial term, the network services agreement automatically renews
itself on a year-to-year basis. Additionally, Charter Communications Holding
Company can terminate High Speed Access' exclusivity rights, on a
system-by-system basis, if High Speed Access fails to meet performance
benchmarks or otherwise breaches the agreements including their commitment to
provide content designated by Vulcan Ventures. The programming content agreement
is effective until terminated for any breach and will automatically terminate
upon the expiration of the systems access and investment agreement. During the
term of the agreements, High Speed Access has agreed not to deploy WorldGate,
Web TV, digital television or related products in the market areas of any
committed system or in any area in which we operate a cable system. All of
Charter Communications Holding Company's operations take place at the subsidiary
level and it is as subsidiaries of Charter