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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                      (C) any such transfer is effected by a broker-dealer
           pursuant to an Exchange Registration Statement in accordance with a
           Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                           (1) if the Holder of such Restricted Definitive Notes
                proposes to exchange such Notes for an Unrestricted Definitive
                Note, a certificate from such Holder in the form of Exhibit C
                hereto, including the certifications in item (1)(d) thereof; or

                           (2) if the Holder of such Restricted Definitive Notes
                proposes to transfer such Notes to a Person who shall take
                delivery thereof in the form of an Unrestricted Definitive Note,
                a certificate from such Holder in the form of Exhibit B hereto,
                including the certifications in item (4) thereof;

           and, in each such case set forth in this subparagraph (D), if the
           Registrar so requests, an Opinion of Counsel in form reasonably
           acceptable to the Issuers to the effect that such exchange or
           transfer is in compliance with the Securities Act and that the
           restrictions on transfer contained herein and in the Private
           Placement Legend are no longer required in order to maintain
           compliance with the Securities Act.

                (iii) Unrestricted Definitive Notes to Unrestricted Definitive
      Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
      to a Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

           (f) Exchange Offer. Upon the occurrence of an Exchange Offer in
accordance with a Registration Rights Agreement, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the relevant
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Issuers, and accepted for exchange in the relevant Exchange Offer and (ii)
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes accepted for exchange in the relevant
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall
cause the aggregate principal amount of the applicable 

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