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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        securities of the same or a similar class as the Securities, other than
        Securities offered or sold to the Purchasers hereunder. The Issuers
        will take reasonable precautions designed to insure that any offer or
        sale, direct or indirect, in the United States or to any U.S. person
        (as defined in Rule 902 under the Act) of any Securities or any
        substantially similar security issued by the Issuers, within six months
        subsequent to the date on which the distribution of the Securities has
        been completed (as notified to the Issuers by Goldman, Sachs & Co.), is
        made under restrictions and other circumstances reasonably designed not
        to affect the status of the offer and sale of the Securities in the
        United States and to U.S. persons contemplated by this Agreement as
        transactions exempt from the registration provisions of the Act;

               (y)    The audited consolidated financial statements (including
        the notes thereto) included in the Offering Circular present fairly in
        all material respects the respective consolidated financial positions,
        results of operations and cash flows of the entities to which they
        relate at the dates and for the periods to which they relate and have
        been prepared in accordance with U.S. generally accepted accounting
        principles ("GAAP") applied on a consistent basis. The summary and
        selected financial data in the Offering Circular present fairly in all
        material respects the information shown therein and have been prepared
        and compiled on a basis consistent with the audited financial
        statements included therein;

               (z) The pro forma financial statements (including the notes
        thereto) and the other pro forma financial information included in the
        Offering Circular (i) comply as to form in all material respects with
        the applicable requirements of Regulation S-X for Form S-1 promulgated
        under the Exchange Act, and (ii) have been properly computed on the
        bases described therein; the assumptions used in the preparation of the
        pro forma financial data and other pro forma financial information
        included in the Offering Circular are reasonable and the adjustments
        used therein are appropriate to give effect to the transactions or
        circumstances referred to therein;

               (aa) Each of the following firms are independent public
        accountants as required by the Act and the rules and regulations of the
        Commission thereunder, based upon representations by such firms to us:
        (i) Arthur Andersen LLP, who have certified certain financial
        statements of the Company, CCA Group, CharterComm Holdings, L.P., Long
        Beach Acquisition Corp., Sonic Communications Cable Television Systems
        and Greater Media Cablevision Systems; (ii) KPMG LLP, who have
        certified certain financial statements of Marcus Cable Company, L.L.C.,
        Helicon Partners I L.P. and affiliates, TCI Falcon Systems and Bresnan
        Communications Group Systems; (iii) Ernst & Young LLP, who have
        certified certain financial statements of Renaissance Media Group LLC,
        the combined statements of the Picayune MS, Lafourche LA, St. Tammany
        LA, St. Landry LA, Point Coupee LA and Jackson TN cable television
        systems, R/N South Florida