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approximately 1.9% of our total basic customers. In response to such overbuilds,
these systems have been designated priorities for the upgrade of cable plant and
the launch of new and enhanced services. We have upgraded each of these systems
to at least 750 megahertz two-way HFC architecture, with the exceptions of our
systems in Columbus, Georgia, and Willimantic, Connecticut. Upgrades to at least
750 megahertz two-way HFC architecture with respect to these two systems are
expected to be completed by December 31, 2000 and December 31, 2001,
     - TELEPHONE COMPANIES.  The competitive environment has been significantly
affected both by technological developments and regulatory changes enacted in
The Telecommunications Act of 1996 which were designed to enhance competition in
the cable television and local telephone markets. Federal cross-ownership
restrictions historically limited entry by local telephone companies into the
cable television business. The 1996 Telecom Act modified this cross-ownership
restriction, making it possible for local exchange carriers who have
considerable resources to provide a wide variety of video services competitive
with services offered by cable systems.
     As we expand our offerings to include telecommunications services, we will
be subject to competition from other telecommunications providers. The
telecommunications industry is highly competitive and includes competitors with
greater financial and personnel resources, who have brand name recognition and
long-standing relationships with regulatory authorities. Moreover, mergers,
joint ventures and alliances among franchise, wireless or private cable
television operators, local exchange carriers and others may result in providers
capable of offering cable television and telecommunications services in direct
competition with us.
     Several telephone companies have obtained or are seeking cable television
franchises from local governmental authorities and are constructing cable
systems. SNET PersonalVision, Inc. has a cable television franchise to offer
cable service in the entire state of Connecticut and has begun offering cable
television service in certain communities. Cross-subsidization by local exchange
carriers of video and telephony services poses a strategic advantage over cable
operators seeking to compete with local exchange carriers that provide video
services. In addition, local exchange carriers provide facilities for the
transmission and distribution of voice and data services, including Internet
services, in competition with our existing or potential interactive services
ventures and businesses, including Internet service, as well as data and other
non-video services. We cannot predict the likelihood of success of the broadband
services offered by our competitors or the impact on us of such competitive
ventures. The entry of telephone companies as direct competitors in the video
marketplace, however, is likely to become more widespread and could adversely
affect the profitability and valuation of the systems.
     - SMATV.  Additional competition is posed by satellite master antenna
television systems known as "SMATV systems" serving multiple dwelling units,
referred to in the cable industry as "MDU's" such as condominiums, apartment
complexes, and private residential communities. These private cable systems may
enter into exclusive agreements with such MDUs, which may preclude operators of
franchise systems from serving residents of such private complexes, although
certain states mandate that franchised cable operators have access to MDUs. Due
to the widespread availability of satellite earth stations, such private cable
systems can offer both improved reception of local television stations and many
of the same satellite-delivered program services which are offered by cable
systems. SMATV systems currently benefit from operating advantages not available
to franchised cable systems, including fewer regulatory burdens and no
requirement to