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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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maturity of an Exchange Senior Discount Note and an Original Senior Discount
Note is the difference between (A) the amount payable at the maturity of such
Note and (B) such Note's adjusted issue price as of the beginning of the final
accrual period.
 
     Payments on the Exchange Senior Discount Notes or the Original Senior
Discount Notes (including principal and stated interest payments) are not
separately included in a U.S. Holder's income, but rather are treated first as
payments of accrued OID to the extent of such accrued OID and the excess as
payments of principal, which reduce the U.S. Holder's adjusted tax basis in the
Exchange Senior Discount Notes or the Original Senior Discount Notes.
 
EFFECT OF MANDATORY AND OPTIONAL REDEMPTION ON OID
 
     In the event of a Change of Control, we will be required to offer to redeem
all of the Notes, at redemption prices specified elsewhere herein. In the event
that we receive net proceeds from one or more equity offerings, we may, at our
option, use all or a portion of such net proceeds to redeem in the aggregate up
to 35% of the aggregate principal amount at maturity of the Exchange Ten-Year
Senior Notes and the Original Ten-Year Senior Notes and up to 35% of the
aggregate principal amount at maturity of the Exchange Senior Discount Notes and
the Original Senior Discount Notes at redemption prices specified elsewhere
herein, provided that at least 65% of the aggregate principal amount at maturity
of the Exchange Ten-Year Senior Notes, the Original Ten-Year Senior Notes, the
Exchange Senior Discount Notes and the Original Senior Discount Notes,
respectively, remains outstanding after each such redemption. Computation of the
yield and maturity of the Notes is not affected by such redemption rights and
obligations if, based on all the facts and circumstances as of the issue date,
the stated payment schedule of the Notes (that does not reflect the Change of
Control event or Equity Offering event) is significantly more likely than not to
occur. We have determined that, based on all of the facts and circumstances as
of the issue date, it is significantly more likely than not that the Notes will
be paid according to their stated schedule.
 
     We may redeem the Exchange Ten-Year Senior Notes, the Original Ten-Year
Senior Notes, the Exchange Senior Discount Notes and the Original Senior
Discount Notes, in whole or in part, at any time on or after April 1, 2004, at
redemption prices specified elsewhere herein plus accrued and unpaid stated
interest, if any, on the Notes so redeemed but excluding the date of redemption.
The United States Treasury Regulations contain rules for determining the
"maturity date" and the stated redemption price at maturity of an instrument
that may be redeemed prior to its stated maturity date at the option of the
issuer. Under United States Treasury Regulations, solely for the purposes of the
accrual of OID, it is assumed that an issuer will exercise any option to redeem
a debt instrument if such exercise would lower the yield to maturity of the debt
instrument. We believe that we will not be presumed to redeem the Notes prior to
their stated maturity under these rules because the exercise of such options
would not lower the yield to maturity of the Notes.
 
     U.S. Holders may wish to consult their own tax advisors regarding the
treatment of such contingencies.
 
SALE, EXCHANGE OR RETIREMENT OF THE NOTES
 
     Upon the sale, exchange, retirement or other taxable disposition of a Note,
the holder will recognize gain or loss in an amount equal to the difference
between (1) the amount of cash and the fair market value of other property
received in exchange therefor (other than amounts attributable to accrued but
unpaid interest on the Exchange Eight-Year Senior
 
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