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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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for the period ending 2003, versus the projected U.S. median household growth of
5.2% for the same period.
 
     The MetroPlex Region's cable systems have been significantly upgraded with
approximately 63% of the region's customers served by cable systems with at
least 550 MHz bandwidth capacity as of December 31, 1998. In 1997, we began to
upgrade the Ft. Worth system to 870 MHz of bandwidth capacity. We expect to
complete this project during 1999. The planned upgrade of the MetroPlex Region's
cable systems will reduce the number of headends from 16 to 15 by December 31,
2001. We expect that by December 31, 2001, approximately 98% of the region's
customers will be served by cable systems with at least 550 MHz bandwidth
capacity with two-way communication capability.
 
     NORTH CENTRAL REGION.  The North Central Region consists of cable systems
serving approximately 396,000 customers. These customers are primarily located
throughout the state of Wisconsin, along with a small system of approximately
26,000 customers in Rosemont, Minnesota, a suburb of Minneapolis. Within the
state of Wisconsin, the four largest operating clusters are located in and
around Eau Claire, Fond du Lac, Janesville and Wausau. According to NDS, the
projected median household growth in the counties served by the region's systems
is 5.4% 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 49% of the North Central Region's
customers were served by cable systems with at least 550 MHz bandwidth capacity.
The planned upgrade of the North Central Region's cable systems will reduce the
number of headends from 86 to 56 by December 31, 2001. We plan to rebuild much
of the region's cable plant, and expect that by December 31, 2001, approximately
93% of the region's customers will be served by cable systems with capacity
between 550 MHz and 750 MHz of bandwidth capacity with two-way communication
capability.
 
     NORTHEAST REGION.  The Northeast Region consists of cable systems serving
approximately 124,000 customers residing in the states of Connecticut and
Massachusetts. These systems serve the communities of Newtown and Willimantic,
Connecticut, and areas in and around Pepperell, Massachusetts, and are included
in the New York, Hartford, and Boston areas of demographic influence. The North
Central Region will be responsible for managing the approximately 170,000
customers associated with the pending acquisition of cable systems from GMI and
approximately 56,000 customers associated with the pending acquisition of
Helicon. According to NDS, the projected median household growth in the counties
currently served by the region's systems is 3.7% 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 49% of the Northeast Region's customers
were served by cable systems with at least 550 MHz of bandwidth capacity. We
have begun to rebuild the region's cable plant, and expect that by December 31,
2001, all of the region's customers will be served by cable systems with at
least 750 MHz bandwidth capacity with two-way communication capability.
 
     SOUTHEAST REGION.  The Southeast Region consists of cable systems serving
approximately 441,000 customers residing primarily in small to medium-sized
communities in North Carolina, South Carolina, Georgia and eastern Tennessee.
There are significant clusters of cable systems in and around the cities and
counties of Greenville/Spartanburg, South Carolina; Hickory and Asheville, North
Carolina; Henry County, Georgia (a suburb of Atlanta); and Johnson City,
Tennessee. These areas have experienced rapid population
 
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