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     We offer our customers a full array of traditional cable television
services and programming and we have begun to offer new and advanced high
bandwidth services such as high-speed Internet access. We plan to continually
enhance and upgrade these services, including adding new programming and other
telecommunications services, and will continue to position cable television as
an essential service.
     TRADITIONAL CABLE TELEVISION SERVICES.  More than 87% of our customers
subscribe to both "basic" and "expanded basic" service and generally, receive a
line-up of between 33 to 85 channels of television programming, depending on the
bandwidth capacity of the system. Customers who pay additional amounts can also
subscribe for additional channels, either individually or in packages of several
channels, as add-ons to the basic channels. Approximately 25% of our customers
subscribe for premium channels, with additional customers subscribing for other
special add-on packages. We tailor both our basic line-up and our additional
channel offerings to each system in response to demographics, programming
preferences, competition, price sensitivity and local regulation.
     Our traditional cable television service offerings include the following:
     - BASIC CABLE.  All of our customers receive basic cable services, which
       generally consist of local broadcast television, local community
       programming, including governmental and public access, and limited
       satellite programming. As of June 30, 1999, the average monthly fee was
       $11.90 for basic service.
     - EXPANDED BASIC CABLE.  This expanded tier includes a group of
       satellite-delivered or non-broadcast channels, such as Entertainment and
       Sports Programming Network (ESPN), Cable News Network (CNN) and Lifetime
       Television in addition to the basic channel line. As of June 30, 1999,
       the average monthly fee was $16.15 for expanded basic service.
     - PREMIUM CHANNELS.  These channels provide unedited, commercial-free
       movies, sports and other special event entertainment programming. Home
       Box Office (HBO), Cinemax and Showtime are typical examples. We offer
       subscriptions to these channels either individually or in premium channel
       packages. As of June 30, 1999, the average monthly fee was $5.90 per
       premium subscription.
     - PAY-PER-VIEW.  These channels allow customers to pay to view a single
       showing of a recently released movie, a one-time special sporting event
       or music concerts on an unedited, commercial-free basis. We currently
       charge a fee that ranges from $2.95 to $8.95 for movies. For special
       events, such as championship boxing matches, we have charged a fee of up
       to $50.95.
     We have employed a variety of targeted marketing techniques to attract new
customers by focusing on delivering value, choice, convenience and quality. We
employ direct mail and telemarketing, utilizing demographic "cluster codes" to
target specific messages to target audiences. In many of our systems, we offer
discounts to customers who purchase premium services on a limited trial basis in
order to encourage a higher level of service subscription. We also have a
coordinated strategy for retaining customers that includes televised retention
advertising to reinforce the decision to subscribe and to encourage customers to
purchase higher service levels.
     NEW PRODUCTS AND SERVICES.  A variety of emerging technologies and the
rapid growth of Internet usage have presented us with substantial opportunities
to provide new or expanded products and services to our customers and to expand
our sources of revenue.