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S-1
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
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region's customers will be served by cable systems with at least 550 megahertz
bandwidth capacity and two-way communication capability.
 
     NORTH CENTRAL REGION.  The North Central Region consists of cable systems
serving approximately 399,000 customers. These customers are primarily located
throughout the state of Wisconsin, along with a small system of approximately
27,000 customers in Rosemont, Minnesota, a suburb of Minneapolis. Within the
state of Wisconsin, the four largest operating clusters are located in and
around Eau Claire, Fond du Lac, Janesville and Wausau. According to National
Decision Systems, the projected median household growth in the counties
currently served by this region's systems is 5.4% for the period ending 2003,
versus the projected U.S. median household growth of 5.2% for the same period.
 
     As of March 31, 1999, approximately 58% of the North Central Region's
customers were served by cable systems with at least 550 megahertz bandwidth
capacity. The planned upgrade of the North Central Region's cable systems will
reduce the number of headends from 86 to 56 by December 31, 2001. We plan to
rebuild much of the region's cable plant, and expect that by December 31, 2001,
approximately 93% of this region's customers will be served by cable systems
with capacity between 550 megahertz and 750 megahertz of bandwidth capacity and
two-way communication capability.
 
     NORTHEAST REGION.  The Northeast Region consists of cable systems serving
approximately 124,000 customers residing in the states of Connecticut and
Massachusetts. These systems serve the communities of Newtown and Willimantic,
Connecticut, and areas in and around Pepperell, Massachusetts, and are included
in the New York, Hartford, and Boston areas of demographic influence. According
to National Decision Systems, the projected median household growth in the
counties currently served by this region's systems is 3.7% for the period ending
2003, versus the projected U.S. median household growth of 5.2% for the same
period.
 
     As of March 31, 1999, approximately 49% of the Northeast Region's customers
were served by cable systems with at least 550 megahertz of bandwidth capacity.
We have begun to rebuild this region's cable plant, and expect that by December
31, 2001, all of this region's customers will be served by cable systems with at
least 750 megahertz bandwidth capacity and two-way communication capability.
 
     SOUTHEAST REGION.  The Southeast Region consists of cable systems serving
approximately 451,000 customers residing primarily in small to medium-sized
communities in North Carolina, South Carolina, Georgia and eastern Tennessee.
There are significant clusters of cable systems in and around the cities and
counties of Greenville/Spartanburg, South Carolina; Hickory and Asheville, North
Carolina; Henry County, Georgia, a suburb of Atlanta; and Johnson City,
Tennessee. These areas have experienced rapid population growth over the past
few years, contributing to the high rate of internal customer growth for these
systems. According to National Decision Systems, the projected median household
growth in the counties currently served by this region's systems is 6.9% for the
period ending 2003, versus the projected U.S. median household growth of 5.2%
for the same period. In addition, the Southeast Region will be responsible for
managing an aggregate of 541,000 customers associated with the InterMedia,
Rifkin and Cable Satellite acquisitions.
 
     As of March 31, 1999, approximately 62% of the Southeast Region's customers
were served by cable systems with at least 550 megahertz bandwidth capacity. The
planned upgrade of the Southeast Region's cable systems will reduce the number
of headends from 60 to 49 by December 31, 2001. The rebuild program for this
region is anticipated to result in approximately 94% of this region's customer
base being served by cable systems with at least 550 megahertz bandwidth
capacity and two-way communication capability by December 31, 2001.
 
     SOUTHERN REGION.  The Southern Region consists of cable systems serving
approximately 319,000 customers located primarily in the states of Louisiana,
Alabama, Kentucky, Mississippi
 
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