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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
Entire Document
 
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            MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
 
     The following sets forth the opinion of Paul, Hastings, Janofsky & Walker
LLP, our legal counsel, as to the material United States federal income tax
consequences of
 
     (1) the exchange offer relevant to U.S. holders, and
 
     (2) the ownership and disposition of the new notes relevant to U.S. holders
and, in certain circumstances, non-U.S. holders.
 
     The following deals only with notes held as capital assets within the
meaning of section 1221 of the Internal Revenue Code of 1986, as amended. The
following does not address special situations, such as those of broker-dealers,
tax-exempt organizations, individual retirement accounts and other tax deferred
accounts, financial institutions, insurance companies, or persons holding notes
as part of a hedging or conversion transaction, a straddle or a constructive
sale. Furthermore, the following is based upon the provisions of the Internal
Revenue Code and regulations, rulings and judicial decisions promulgated under
the Internal Revenue Code and judicial decisions as of the date hereof. Such
authorities may be repealed, revoked, or modified, possibly with retroactive
effect, so as to result in United States federal income tax consequences
different from those discussed below. In addition, except as otherwise
indicated, the following does not consider the effect of any applicable foreign,
state, local or other tax laws or estate or gift tax considerations.
 
     We have not sought, and will not seek, any rulings from the IRS with
respect to the positions discussed below. There can be no assurance that the IRS
will not take a different position concerning the tax consequences of the
exchange offer and ownership or disposition of the original notes or new notes,
or that any such position would not be sustained.
 
     As used herein, a "United States person" is
 
     (1) a citizen or resident of the U.S.,
 
     (2) a corporation, partnership or other entity created or organized in or
under the laws of the U.S. or any political subdivision thereof,
 
     (3) an estate the income of which is subject to U.S. federal income
taxation regardless of its source,
 
     (4) a trust if
 
          (A) a United States court is able to exercise primary supervision over
     the administration of the trust, and
 
          (B) one or more United States persons have the authority to control
     all substantial decisions of the trust,
 
     (5) a certain type of trust in existence on August 20, 1996, which was
treated as a United States person under the Internal Revenue Code in effect
immediately prior to such date and which has made a valid election to be treated
as a United States person under the Internal Revenue Code, and
 
     (6) any person otherwise subject to U.S. federal income tax on a net income
basis in respect of its worldwide taxable income.
 
     A U.S. holder is a beneficial owner of a note who is a United States
person. A non-U.S. holder is a beneficial owner of a note that is not a U.S.
holder.
 
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