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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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                                                                Exhibit 3.3

    

                          CERTIFICATE OF INCORPORATION

                                       OF

               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

      1. The name of the Corporation is Charter Communications Holdings Capital
Corporation.

      2. The address of the registered office of the Corporation in the State of
Delaware is 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901. The name of
its registered agent at such address is CorpAmerica, Inc.

      3. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

      4. The Corporation is authorized to issue One Hundred (100) shares of
Common Stock with a par value of $.01 per share.

      5. The Corporation is to have perpetual existence.

      6. The number of directors which shall constitute the whole Board of
Directors shall be fixed by and in the manner provided in the Bylaws of the
Corporation.

      7. In furtherance and not in limitation of the powers conferred by the
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind the Bylaws of the Corporation.

      8. Election of directors at an annual or special meeting of the
stockholders need not be by written ballot unless the Bylaws of
 the Corporation
shall so provide.

      9. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Section 9 shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) under Section 174 of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derives an
improper personal benefit. If the General Corporation Law of the State of
Delaware is amended after the date of filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be