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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
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                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     Reference is made to the "Certain Trends and Uncertainties" section below
in this Management's Discussion and Analysis for discussion of important factors
that could cause actual results to differ from expectations and non-historical
information contained herein.
 
INTRODUCTION
 
     We do not believe that our historical financial condition and results of
operations are accurate indicators of future results because of recent and
pending significant events, including:
 
     (1) the acquisition of us by Paul G. Allen,
 
     (2) our merger with Marcus Holdings,
 
     (3) our recent and pending acquisitions,
 
     (4) the refinancing of our previous credit facilities, and
 
     (5) the purchase of publicly held notes that had been issued by several of
         our subsidiaries.
 
Provided below is a discussion of:
 
     (1) our operations and development prior to the acquisition of us by Mr.
         Allen,
 
     (2) the acquisition of us by Mr. Allen,
 
     (3) our merger with Marcus Holdings, and
 
     (4) our recent acquisitions and pending acquisitions.
 
ORGANIZATIONAL HISTORY
 
     Prior to our acquisition by Mr. Allen on December 23, 1998, and our merger
with Marcus Holdings on April 7, 1999, our cable systems, excluding those cable
systems acquired since January 1, 1999, were operated under four groups of
companies. Three of these groups were comprised of companies that were managed
by Charter Investment prior to our acquisition by Mr. Allen and the fourth group
was comprised of companies that collectively were part of Marcus Cable.
 
     The following is an explanation of how:
 
     (1) Charter Communications Properties, the operating companies that
         formerly comprised CCA Group, Charter Communications, LLC and the
         Marcus companies became wholly owned subsidiaries of Charter Operating;
 
     (2) Charter Operating became a wholly owned subsidiary of Charter Holdings;
 
     (3) Charter Holdings became a wholly owned subsidiary of Charter
         Communications Holding Company; and
 
     (4) Charter Communications Holding Company became a wholly owned subsidiary
         of Charter Investment.
 
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