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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
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     WESTERN REGION.  The Western Region consists of cable systems serving
approximately 496,000 customers located entirely in the state of California,
with approximately 365,000 customers located within the Los Angeles metropolitan
area. These customers reside primarily in the communities of Pasadena, Alhambra,
Glendale, Long Beach and Riverside. We also have approximately 131,000 customers
in central California, principally located in the communities of San Luis
Obispo, West Sacramento and Turlock. The Western Region will also be responsible
for managing the approximately 68,000 customers associated with the recent
acquisition of ACE and 4,000 customers associated with the pending acquisition
of Rifkin. According to National Decision Systems, 1998 ("NDS"), the projected
median household growth in the counties currently served by the region's systems
is 5.2% for the period ending 2003, versus the projected U.S. median household
growth of 5.2% for the same period.
    
 
     The Western Region's cable systems have been significantly upgraded with
approximately 76% of the region's customers served by cable systems with at
least 550 MHz bandwidth capacity as of December 31, 1998. The planned upgrade of
the Western Region's cable systems will reduce the number of headends from 21 to
18 by December 31, 2001. We expect that by December 31, 2001, 99% of our
customers will be served by systems with at least 550 MHz bandwidth capacity
with two-way communication capability.
 
   
     CENTRAL REGION.  The Central Region consists of cable systems serving
approximately 357,000 customers of which approximately 244,000 customers reside
in and around St. Louis County or in adjacent areas in Illinois, and over 94%
are served by two headends. The remaining approximately 113,000 of these
customers reside in Indiana, and these Systems are primarily classic cable
systems serving small to medium-sized communities. The Indiana systems will be
"swapped" as part of the InterMedia Systems transaction. See "-- Recent Events."
The Central Region will also be responsible for managing approximately 112,000
customers associated with the pending acquisition of Rifkin. According to NDS,
the projected median household growth in the counties currently served by the
region's systems is 4.7% for the period ending 2003, versus the projected U.S.
median household growth of 5.2% for the same period.
    
 
     At December 31, 1998, approximately 43% of the Central Region's customers
were served by cable systems with at least 550 MHz bandwidth capacity. The
majority of the cable plants in the Illinois Systems have been upgraded to 750
MHz bandwidth capacity. The planned upgrade of the Central Region's cable
systems will reduce the number of headends from 34 to 31 by December 31, 2001.
We have begun a three-year project, scheduled for completion in 2001, to upgrade
the cable plant in St. Louis County, serving approximately 175,000 customers, to
870 MHz bandwidth capability. We expect that by December 31, 2001, approximately
89% of the region's customers will be served by cable systems with at least 550
MHz bandwidth capacity with two-way communication capability.
 
     METROPLEX REGION.  The MetroPlex Region consists of cable systems serving
approximately 187,000 customers of which approximately 131,000 are served by the
Ft. Worth system. The systems in this region serve one of the fastest growing
areas of Texas. The anticipated population growth combined with the existing low
basic penetration rate of approximately 43% offers significant potential to
increase the total number of customers and the associated revenue and cash flow
in this region. According to NDS, the projected median household growth in the
counties served by the region's systems is 8.4%
 
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