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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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            completed and signed Notice and Questionnaire to the Issuers by the
            deadline for response set forth therein; provided, however, holders
            of Registrable Securities shall have at least 28 calendar days from
            the date on which the Notice and Questionnaire is first mailed to
            such holders to return a completed and signed Notice and
            Questionnaire to the Issuers;

                  (iii) after the Effective Time of the Shelf Registration
            Statement, upon the request of any holder of Registrable Securities
            that is not then an Electing Holder, promptly send a Notice and
            Questionnaire to such holder; provided that the Issuers shall not be
            required to take any action to name such holder as a selling
            securityholder in the Shelf Registration Statement or to enable such
            holder to use the prospectus forming a part thereof for resales of
            Registrable Securities until such holder has returned a completed
            and signed Notice and Questionnaire to the Issuers;

                  (iv) as soon as practicable prepare and file with the
            Commission such amendments and supplements to such Shelf
            Registration Statement and the prospectus included therein as may be
            necessary to effect and maintain the effectiveness of such Shelf
            Registration Statement for the period specified in Section 2(b)
            hereof and as may be required by the applicable rules and
            regulations of the Commission and the instructions applicable to the
            form of such Shelf Registration Statement, and furnish to the
            Electing Holders copies of any such supplement or amendment
            simultaneously with or prior to its being used or filed with the
            Commission;

                  (v) comply with the provisions of the Securities Act with
            respect to the disposition of all of the Registrable Securities
            covered by such Shelf Registration Statement in accordance with the
            intended methods of disposition by the Electing Holders provided for
            in such Shelf Registration Statement;

                  (vi) provide (A) the Electing Holders, (B) the underwriters
            (which term, for purposes of this Exchange and Registration Rights
            Agreement, shall include a person deemed to be an underwriter within
            the meaning of Section 2(a)(11) of the Securities Act), if any,
            thereof, (C) any sales or placement agent therefor, (D) counsel for
            any such underwriter or agent and (E) not more than one counsel for
            all the Electing Holders the opportunity to participate in the
            preparation of such Shelf Registration Statement, each prospectus
            included therein or filed with the Commission and each amendment or
            supplement thereto;

                  (vii) for a reasonable period prior to the filing of such
            Shelf Registration Statement, and throughout the period specified in
            Section 2(b), make available at reasonable times at the Issuers'
            principal place of business or such other reasonable place for
            inspection by the persons referred to in Section 3(d)(vi) who 


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