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substantial opportunities to further our acquisition strategy. We believe that
there are significant advantages in increasing the size and scope of our
operations, including:
     - improved economies of scale in management, marketing, customer service,
       billing and other administrative functions;
     - reduced costs for plant and infrastructure;
     - increased leverage for negotiating programming contracts; and
     - increased influence on the evolution of important new technologies
       affecting our business.
     In addition, we recognize the benefits of "swapping" cable systems with
other cable operators to reinforce the advantages of our "clustering" strategy.
Among the factors we consider in acquiring a cable system are:
     - proximity to our existing cable systems or the potential for developing
       new clusters of systems;
     - demographic profile of the market as well as the number of homes passed
       and customers within the system;
     - per customer revenues and operating cash flow and opportunities to
       increase these amounts;
     - the technological state of such system; and
     - the level of competition within the local market.
     UPGRADING OUR SYSTEMS.  Over the next three years, we plan to spend
approximately $900 million, or $1.2 billion pro forma for the Recent
Acquisitions and the Pending Acquisitions, to upgrade our systems' bandwidth
capacity to 550 MHz or greater so that we may offer advanced cable services,
increase program offerings and permit two-way communication. We believe our
upgraded Systems will also provide enhanced picture quality and system
reliability. Today, approximately 55% of our customers are served by cable
systems with at least 550 MHz bandwidth capacity, and approximately 37% of our
customers have two-way communication capability. By year end 2001, we expect
that approximately 92% of our customers will be served by cable systems with at
least 550 MHz bandwidth capacity and two-way communication capability. A
bandwidth capacity of 550 MHz enables us to offer our customers up to 82
channels of analog video service as well as advanced cable services. As we use
some of this bandwidth for digital service, we expect to offer our customers
even more channels and services at competitive rates.
     EMPHASIZING INNOVATIVE MARKETING.  We have developed and successfully
implemented a variety of innovative marketing techniques to attract new
customers and enhance the level of service provided to our existing customers.
Our marketing efforts focus on delivering well targeted, branded entertainment
and information services that provide value, choice, convenience and quality. We
utilize demographic "cluster codes" to address specific messages to target
audiences through direct mail and telemarketing. In addition, we promote our
services on radio, in local newspapers and by door-to-door selling. In many of
our systems, we offer discounts to customers who purchase multiple premium
services. We also have a coordinated strategy for retaining customers that
includes televised retention advertising to reinforce the link between quality
service and the Charter brand name and to encourage customers to purchase higher
service levels. Successful implementation of these marketing techniques has
resulted in internal customer growth rates in excess of the cable industry
averages in each year from 1995 through 1998 for the