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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 B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[Name of Trustee]
Charter Communications Holdings LLC
Charter Communications Holdings Capital
   Corporation
Marcus Cable Holdings, LLC
c/o [Name of Trustee]
[Address of Trustee]

Attention:  Trust Officer

      Re:   Charter Communications Holdings LLC
            and Charter Communications Holdings Capital Corporation
            (together, the "Issuers") 9.92% Senior Discount Notes due 2011
            guaranteed by Marcus Cable Holdings, LLC

Dear Sirs:

Please be advised that ______________ has transferred $__________ aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [___] (File No. 333-_____) filed by the Issuers.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such prospectus opposite such
owner's name.

Dated:

                                    Very truly yours,

                                    _____________________________________
                                                   (Name)

                                    By:__________________________________
                                           (Authorized Signature)


                                      B-1