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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      12444 Powerscourt Drive, Suite 100
      St. Louis, Missouri  63131
      Telecopier No.: (314) 965-8793
      Attention: Secretary

      With  copies to:

      Paul, Hastings, Janofsky & Walker LLP    Irell & Manella LLP
      399 Park Avenue                          1800 Avenue of the Stars
      31st Floor                               Suite 900
      New York, New York 10022                 Los Angeles, California 90067
      Telecopier No.: (212) 319-4090           Telecopier No.: (310) 556-5393
      Attention: Leigh P. Ryan, Esq.           Attention: Meredith Jackson, Esq.

           If to the Trustee:

      Harris Trust and Savings Bank
      311 West Monroe, 12th Floor
      Chicago, Illinois  60606
      Telecopier No.: (312) 461-3525
      Attention: Corporate Trust Department

           The Issuers or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

           All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

           Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA ss. 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

           If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

           If the Issuers mail a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 10.03. Communication by Holders of Notes with Other Holders of Notes.

           Holders may communicate pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Issuers, the
Trustee, the 

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