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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                    UNAUDITED PRO FORMA FINANCIAL STATEMENTS
 
     The following Unaudited Pro Forma Financial Statements are based on the
financial statements of Charter Holdings. Since January 1, 1999, Charter
Holdings has closed numerous acquisitions. In addition, Charter Holdings merged
with Marcus Holdings in April 1999. Our financial statements, on a consolidated
basis, are adjusted on a pro forma basis to illustrate the estimated effects of
acquisitions closed since September 30, 1999, the recent transfer to Charter
Holdings of the Fanch, Falcon and Avalon cable systems and the Pending
Transactions as if such transactions had occurred on September 30, 1999 for the
Unaudited Pro Forma Balance Sheet and to illustrate the estimated effects of the
following transactions as if they had occurred on January 1, 1998 for the
Unaudited Pro Forma Statements of Operations:
 
     (1) the acquisition of Charter Holdings on December 23, 1998 by Mr. Allen;
 
     (2) the acquisition of certain cable systems from Sonic Communications Inc.
         on May 20, 1998 by Charter Holdings for an aggregate purchase price net
         of cash acquired, of $228.4 million, comprised of $167.5 million in
         cash and $60.9 million in a note payable to the seller;
 
     (3) the acquisition of Marcus Cable by Mr. Allen and Marcus Holdings'
         merger with and into Charter Holdings effective March 31, 1999;
 
     (4) the acquisitions and dispositions during 1998 by Marcus Cable;
 
     (5) the acquisitions by Charter Communications Holding Company, Charter
         Holdings and their subsidiaries completed since January 1, 1999 and the
         Bresnan acquisition;
 
     (6) the refinancing of all the debt of our subsidiaries through the
         issuance of the existing Charter Holdings senior notes and senior
         discount notes and funding under our credit facilities;
 
     (7) the completion of the Fanch, Falcon, Avalon and Bresnan transfers; and
 
     (8) the receipt by specified sellers in the Bresnan acquisition of $1.0
         billion of their consideration in Charter Communications Holding
         Company membership units rather than in cash.
 
     The Unaudited Pro Forma Financial Statements reflect the application of the
principles of purchase accounting to the transactions listed in items (1)
through (5) above. The allocation of certain purchase prices is based, in part,
on preliminary information, which is subject to adjustment upon obtaining
complete valuation information of intangible assets and post-closing purchase
price adjustments. We believe that finalization of the purchase prices will not
have a material impact on our results of operations or financial position.
 
     The unaudited pro forma adjustments are based upon available information
and certain assumptions that we believe are reasonable. In particular, the pro
forma adjustments assume the following:
 
     - We will transfer to InterMedia the Indiana cable system that was retained
       at the time of the InterMedia closing pending receipt of necessary
       regulatory approvals.
 
     - The holders of Avalon 11.875% senior discount notes will not require us
       to repurchase these notes as required by change of control provisions in
       the indentures for these notes.
 
     - We will repurchase the Falcon debentures, the Avalon 9.375% senior
       subordinated notes and the Bresnan notes at prices equal to 101% of their
       aggregate principal amounts, plus accrued and unpaid interest, or
       accreted value, as applicable.
 
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