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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      Persons who take delivery thereof in the form of a beneficial interest in
      an Unrestricted Global Note. No written orders or instructions shall be
      required to be delivered to the Registrar to effect the transfers
      described in this Section 2.06(b)(i).

                (ii) All Other Transfers and Exchanges of Beneficial Interests
      in Global Notes. In connection with all transfers and exchanges of
      beneficial interests that are not subject to Section 2.06(b)(i) above, the
      transferor of such beneficial interest must deliver to the Registrar
      either:

                      (A)(1) a written order from a Participant or an Indirect
           Participant given to the Depositary in accordance with the Applicable
           Procedures directing the Depositary to credit or cause to be credited
           a beneficial interest in another Global Note in an amount equal to
           the beneficial interest to be transferred or exchanged; and

                      (A)(2) instructions given in accordance with the
           Applicable Procedures containing information regarding the
           Participant account to be credited with such increase; or

                      (B)(1) a written order from a Participant or an Indirect
           Participant given to the Depositary in accordance with the Applicable
           Procedures directing the Depositary to cause to be issued a
           Definitive Note in an amount equal to the beneficial interest to be
           transferred or exchanged; and

                      (B)(2) instructions given by the Depositary to the
           Registrar containing information regarding the Person in whose name
           such Definitive Note shall be registered to effect the transfer or
           exchange referred to in (1) above.

      Upon consummation of an Exchange Offer by the Issuers in accordance with
      Section 2.06(f), the requirements of this Section 2.06(b)(ii) shall be
      deemed to have been satisfied upon receipt by the Registrar of the
      instructions contained in the Letter of Transmittal delivered by the
      holder of such beneficial interests in the Restricted Global Notes. Upon
      satisfaction of all of the requirements for transfer or exchange of
      beneficial interests in Global Notes contained in this Indenture and the
      Notes or otherwise applicable under the Securities Act, the Trustee shall
      adjust the principal amount of the relevant Global Note(s) pursuant to
      Section 2.06(h).

                (iii) Transfer of Beneficial Interests to Another Restricted
      Global Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(ii) above and the
      Registrar receives the following:

                      (A) if the transferee will take delivery in the form of a
           beneficial interest in the 144A Global Note, then the transferor must
           deliver a certificate in the form of Exhibit B hereto, including the
           certifications in item (1) thereof; and

                      (B) if the transferee will take delivery in the form of a
           beneficial 

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