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October 1998 and we have begun to implement our marketing techniques throughout
those systems.
     OFFERING NEW PRODUCTS AND SERVICES.  By upgrading our systems, we will be
able to expand the array of services and advanced products we can offer to our
customers. Using digital technology, we will offer additional channels on our
existing service tiers, create new service tiers, introduce multiplexing of
premium services and increase the number of pay-per-view channels. We also plan
to add digital music services and interactive program guides. In addition to
these expanded cable services, we will also provide advanced services including
high-speed Internet access and interactive services. We have entered into
agreements with several providers of high-speed Internet and other interactive
services, including EarthLink Network, Inc., High Speed Access Corp., WorldGate
Communications, Inc., Wink Communications, Inc. and At Home Corporation.
                                 RECENT EVENTS
     Since the beginning of 1999, CCI and/or one of our subsidiaries has entered
into definitive agreements to acquire: (i) certain cable systems of Greater
Media Cablevision Inc. (the "GMI Systems"); (ii) Renaissance Media Group LLC
("Renaissance"); (iii) Helicon Partners I, L.P. ("Helicon"); (iv) certain cable
systems of InterMedia Capital Partners IV, L.P., InterMedia Partners and their
affiliates (the "InterMedia Systems"); (v) American Cable Entertainment, LLC
("ACE"), (vi) Vista Broadband Communications, LLC ("Vista"); (vii) certain cable
systems Cable Satellite of South Miami, Inc. ("Cable Satellite" and, together
with ACE and Vista, the "Other Acquisitions"); and (viii) Rifkin Acquisition
Partners, L.L.L.P. and InterLink Communications Partners, LLLP (together,
"Rifkin" and, together with all other acquisitions listed above, the "Pending
Acquisitions"). The Pending Acquisitions serve, in the aggregate, approximately
1.3 million customers. Those Pending Acquisition agreements entered into by CCI
have been assigned to us. In addition, CCI is also in active negotiations with
several other potential acquisition candidates whose systems would further
complement our regional operating clusters. We expect to finance these
acquisitions with additional borrowings under our Credit Facilities (as defined
below) and additional equity.
     GMI SYSTEMS.  In February 1999, CCI entered into an agreement to purchase
the GMI Systems for approximately $500 million. The GMI Systems are located in
Massachusetts, have approximately 170,000 customers and will be operated as part
of our Northeast Region. For the year ended December 31, 1998, the GMI Systems
had revenues and EBITDA of approximately $78.6 million and $29.8 million,
respectively. At year end 1998, approximately 75% of the GMI Systems' customers
were served by systems with at least 550 MHz bandwidth capacity. We anticipate
that this transaction will close during the second quarter of 1999.
     RENAISSANCE.  In February 1999, CCI and one of its subsidiaries entered
into an agreement to purchase Renaissance for approximately $459 million,
consisting of cash of $348 million and $111 million of debt to be assumed.
Renaissance owns cable systems located in Louisiana, Mississippi and Tennessee,
has approximately 127,000 customers and will be operated as part of our Southern
Region. For the year ended December 31, 1998, Renaissance had revenues and
EBITDA of approximately $41.5 million and $20.5 million, respectively. At year
end 1998, approximately 36% of Renaissance's customers were served