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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                                                                   Exhibit 10.36


                          Charter Communications, Inc.
                             12444 Powerscourt Drive
                                    Suite 400
                         St. Louis, Missouri 63131-3660


                                  May 25, 1999



Mr. Marc Nathanson
Falcon Cable TV
10900 Wilshire Boulevard
Los Angeles, California 90067


Dear Marc:

         This letter sets forth our agreement relating to certain matters
pertaining to you in connection with the Purchase Agreement dated as of May 25,
1999 by and among Charter Communications, Inc. ("Charter"), Falcon
Communications, L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust and Falcon
Holding Group, Inc. (the "Purchase Agreement").

         1. Upon consummation of the Purchase Agreement, and until consummation
of the initial public offering referred to below, subject to the terms and
conditions set forth herein, you will be appointed as a Vice-Chairman of
Charter. In such position, which is a non-executive position, it is understood
that you will render such services and such time as you deem reasonably
necessary; we understand and agree that in such position you will not be
required to devote any specific amount of time and we further understand and
agree that you may participate in such other business, governmental or
charitable enterprises as you may determine. Charter will reimburse you for your

out-of-pocket expenditures (including first-class travel) incurred in connection
with fulfilling your duties in your position as Vice-Chairman.

         2. Upon consummation of an initial public offering of Charter (or an
affiliate thereof), you will be appointed to the Board of Directors of the
public entity and continue as Vice Chairman of Charter and will be entitled to
the rights and benefits provided to other inside directors of such public
entity, including without limitation, reimbursements for attending meetings. In
such position, it is understood that you will render such services and such time
as you deem reasonably necessary, we understand and