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S-1
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
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                    CERTAIN UNITED STATES TAX CONSIDERATIONS
                         FOR NON-UNITED STATES HOLDERS
 
GENERAL
 
     The following is a general discussion of the material United States federal
income and estate tax consequences of the ownership and disposition of our Class
A common stock by a Non-U.S. Holder. As used in this prospectus, the term
"non-U.S. holder" is any person or entity that, for United States federal income
tax purposes, is either a nonresident alien individual, a foreign corporation, a
foreign partnership or a foreign trust, in each case not subject to United
States federal income tax on a net basis in respect of income or gain with
respect to our common stock.
 
     This discussion does not address all aspects of United States federal
income and estate taxes that may be relevant to a particular non-U.S. holder in
light of the holder's particular circumstances. This discussion is not intended
to be applicable in all respects to all categories of non-U.S. holders, some of
whom may be subject to special treatment under United States federal income tax
laws, including "controlled foreign corporations," "passive foreign investment
companies," and "foreign personal holding companies". Moreover, this discussion
does not address United States state or local or foreign tax consequences. This
discussion is based on provisions of the Internal Revenue Code of 1986, as
amended, existing and proposed regulations promulgated under, and administrative
and judicial interpretations of, the Internal Revenue Code in effect on the date
of this prospectus. All of these authorities may change, possibly with
retroactive effect or different interpretations. The following summary is
included in this prospectus for general information. Accordingly, prospective
investors are urged to consult their tax advisors regarding the United States
federal, state, local and non-United States income and other tax consequences of
acquiring, holding and disposing of shares of our common stock.
 
     An individual may be deemed to be a resident alien, as opposed to a
nonresident alien, by virtue of being present in the United States for at least
31 days in the calendar year and for an aggregate of at least 183 days during a
three-year period ending in the current calendar year. In determining whether an
individual is present in the United States for at least 183 days, all of the
days present in the current year, one-third of the days present in the
immediately preceding year and one-sixth of the days present in the second
preceding year are counted. Resident aliens are subject to United States federal
income and estate tax in the same manner as United States citizens and
residents.
 
DIVIDENDS
 
     We do not anticipate paying cash dividends on our capital stock in the
foreseeable future. See "Dividend Policy". In the event, however, that dividends
are paid on shares of our Class A common stock, dividends paid to a non-U.S.
holder of our Class A common stock generally will be subject to United States
withholding tax at a 30% rate, unless an applicable income tax treaty provides
for a lower withholding rate. Non-U.S. holders should consult their tax advisors
regarding their entitlement to benefits under a relevant income tax treaty.
 
     Currently, the applicable United States Treasury regulations presume,
absent actual knowledge to the contrary, that dividends paid to an address in a
foreign country are paid to a resident of such country for purposes of the 30%
withholding tax discussed above. However, recently finalized United States
Treasury regulations provide that in the case of dividends paid after December
31, 2000, United States backup withholding tax at a 31% rate will be imposed on
dividends paid to non-U.S. holders if the certification or documentary evidence
procedures and requirements set forth in such regulations are not satisfied
directly or through an intermediary. Further, in order to claim the benefit of
an applicable income tax treaty rate for dividends paid after December 31, 2000,
a non-U.S. holder must comply with certification requirements set forth
 
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