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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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growth over the past few years, contributing to the high rate of internal
customer growth for these Systems. According to NDS, the projected median
household growth in the counties served by the region's systems is 6.9% for the
period ending 2003, versus the projected U.S. median household growth of 5.2%
for the same period. In addition, the Southeast Region will be responsible for
managing an aggregate of 541,000 customers associated with the Helicon, the
InterMedia Systems, Rifkin, Vista and Cable Satellite Pending Acquisitions.
 
     At December 31, 1998, approximately 56% of the Southeast Region's customers
were served by cable systems with at least 550 MHz bandwidth capacity. The
planned upgrade of the Southeast Region's cable systems will reduce the number
of headends from 60 to 49 by December 31, 2001. The rebuild program for this
region is anticipated to result in approximately 94% of the customer base by
December 31, 2001 being served by cable systems with at least 550 MHz bandwidth
capacity with two-way communication capability.
 
     SOUTHERN REGION.  The Southern Region consists of cable systems serving
approximately 316,000 customers located primarily in the states of Louisiana,
Alabama, Kentucky and central Tennessee. In addition, the Southern Region
includes systems in Kansas, Colorado, Utah and Montana. The Southern Region has
significant clusters of cable systems in and around the cities of Birmingham,
Alabama; Nashville, Tennessee; and New Orleans, Louisiana. According to NDS, the
projected median household growth in the counties currently served by the
region's systems is 6.3% for the period ending 2003, versus the projected U.S.
median household growth of 5.2% for the same period. In addition, the Southern
Region will be responsible for managing an aggregate of 462,000 customers
associated with the Renaissance, Helicon, the InterMedia Systems and Rifkin
Pending Acquisitions.
 
     At December 31, 1998, approximately 40% of the Southern Region's customers
were served by cable systems with at least 550 MHz bandwidth capacity. The
planned upgrade of the Southeast Region's cable systems will reduce the number
of headends from 59 to 51 by December 31, 2001. The rebuild program for this
region is anticipated to result in approximately 75% of the region's customer
base being served by December 31, 2001 by cable systems with at least 550 MHz
bandwidth capacity with two-way communication capability.
 
     PLANT AND TECHNOLOGY OVERVIEW.  We have engaged in an aggressive program to
upgrade our existing cable plant over the next three years. As such, we intend
to invest approximately $1.8 billion through December 31, 2001, with
approximately one-half of that amount used to rebuild and upgrade our existing
cable plant. The remaining capital will be spent on plant extensions, new
services, converters and system maintenance.
 
     The following table describes the current technological state of our
systems and the anticipated progress of planned upgrades through 2001, based on
the percentage of our customers who will have access to the bandwidth and other
features shown:
 

<TABLE>
<CAPTION>
                                    LESS THAN               750 MHZ OR     TWO-WAY
                                     550 MHZ     550 MHZ     GREATER      CAPABILITY
                                    ---------    -------    ----------    ----------
<S>                                 <C>          <C>        <C>           <C>
December 31, 1998.................    44.8%       15.2%        40.0%         37.0%
December 31, 1999.................    23.9%       20.1%        56.0%         65.2%
December 31, 2000.................    12.9%       22.2%        64.9%         81.4%
December 31, 2001.................     7.7%       21.5%        70.8%         91.8%
</TABLE>

 
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