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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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maturity or whole multiples of $1,000 principal amount at maturity; except that
if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000 principal
amount at maturity, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

            Subject to the provisions of Section 3.09, at least 30 days but not
more than 60 days before a redemption date, the Issuers shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

            The notice shall identify the Notes to be redeemed and shall state:

            (a) the redemption date;

            (b) the redemption price;

            (c) if any Note is being redeemed in part, the portion of the
      Accreted Value or the principal amount at maturity of such Note to be
      redeemed and that, after the redemption date upon surrender of such Note,
      a new Note or Notes in principal amount at maturity equal to the
      unredeemed portion shall be issued upon cancellation of the original Note;

            (d) the name and address of the Paying Agent;

            (e) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (f) that, unless the Issuers default in making such redemption
      payment, interest on Notes called for redemption ceases to accrue, or the
      Accreted Value on the Notes ceases to increase, as the case may be, on and
      after the redemption date;

            (g) the paragraph of the Notes and/or Section of this Indenture
      pursuant to which the Notes called for redemption are being redeemed; and

            (h) that no representation is made as to the correctness or accuracy
      of the CUSIP number, if any, listed in such notice or printed on the
      Notes.

            At the Issuers' request, the Trustee shall give the notice of
redemption in the Issuers' name and at their expense; provided, however, that
each of the Issuers shall have delivered to the Trustee, at least 45 days prior
to the redemption date, an Officers' Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in the preceding paragraph.