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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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                                                                       Exhibit A

                       CHARTER COMMUNICATIONS HOLDINGS LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
                           MARCUS CABLE HOLDINGS, LLC

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]a

The Depository Trust Issuers ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Charter Communications Holdings LLC
(the "Company") and Charter Communications Holdings Capital Corporation
("Charter Capital" and, together with the Company, the "Issuers") 9.92% Senior
Discount Notes due 2011 (the "Notes"), guaranteed by Marcus Cable Holdings, LLC
are held.

The Issuers are in the process of registering the Notes under the Securities Act
of 1933, as amended, for resale by the beneficial owners thereof. In order to
have their Notes included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Notes receive a copy of the
enclosed materials as soon as possible as their rights to have the Notes
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the Notes
through you. If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact the Issuers c/o Charter
Communications, Inc., 12444 Powerscourt Drive, Suite 100, St. Louis, Missouri,
63131, Attention: Secretary.

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a     Not less than 28 calendar days from date of mailing.


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