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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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Charter Communications Holding Company could adversely affect our growth,
financial condition and results of operations.
 
DATA PROCESSING FAILURES RELATED TO THE YEAR 2000 PROBLEM COULD SIGNIFICANTLY
DISRUPT OUR OPERATIONS, CAUSING A DECLINE IN CASH FLOW AND REVENUES AND OTHER
DIFFICULTIES.
 
     The year 2000 problem affects our owned and licensed computer systems and
equipment used in connection with internal operations. It also affects our
non-information technology systems, including embedded systems in our buildings
and other infrastructure. Additionally, since we rely directly and indirectly,
in the regular course of business, on the proper operation and compatibility of
third-party systems, the year 2000 problem could cause these systems to fail,
err or become incompatible with our systems.
 
     Much of our assessment efforts regarding the year 2000 problem have
involved, and depend on, inquiries to third party service providers. Some of
these third parties that have certified the readiness of their products will not
certify that such products have operating compatibility with our systems. If we,
or significant third parties with whom we communicate and do business through
computers, have failed to become year 2000 ready, or if the year 2000 problem
causes our systems to become internally incompatible or incompatible with key
third party systems, our business could suffer material disruptions. We could
also face disruptions if the year 2000 problem causes general widespread
problems or an economic crisis. We cannot now estimate the extent of these
potential disruptions. We cannot assure you that our efforts to date and our
ongoing efforts to prepare for the year 2000 problem will be sufficient to
prevent a material disruption of our operations, particularly with respect to
systems we acquired prior to December 31, 1999. As a result of any such
disruption, our growth, financial condition and results of operations could
suffer materially.
 
THE LOSS OF KEY EXECUTIVES COULD ADVERSELY AFFECT OUR ABILITY TO MANAGE OUR
BUSINESS.
 
     Our success is substantially dependent upon the retention and the continued
performance of Mr. Allen, Chairman of Charter Communications, Inc.'s board of
directors, and Jerald L. Kent, Charter Communications, Inc.'s President and
Chief Executive Officer. The loss of the services of Mr. Allen or Mr. Kent could
adversely affect our growth, financial condition and results of operations.
 
                              CHARTER'S STRUCTURE
 
MR. ALLEN MAY HAVE INTERESTS THAT CONFLICT WITH YOUR INTERESTS.
 
     Mr. Allen controls approximately 93.6% of the voting power of Charter
Communications, Inc. Charter Communications, Inc., in turn, controls Charter
Communications Holding Company, our 100% parent. Accordingly, Mr. Allen has the
ability to control fundamental corporate transactions, including, but not
limited to, approval of merger transactions involving us and the sale of all or
substantially all of our assets. Mr. Allen's control over our management and
affairs could create conflicts of interest if he is faced with decisions that
could have implications both for him and for us and the holders of the notes.
Further, Mr. Allen could cause us to enter into contracts with another entity in
which he owns an interest or cause us to decline a transaction that he or an
entity in which he owns an interest ultimately enters into.
 
     Mr. Allen may engage in other businesses involving the operation of cable
television systems, video programming, high-speed Internet access, telephony or
electronic commerce, which is business and financial transactions conducted
through broadband interactivity and Internet services. Mr. Allen may also engage
in other businesses that compete or may in the future compete with us. In
addition,
 
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