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     The following summary contains a general discussion of our business, the
exchange offer and summary financial information. It likely does not contain all
the information that is important to you in making a decision to tender original
notes in exchange for new notes. For a more complete understanding of the
exchange offer, we encourage you to read this entire prospectus and other
documents to which we refer.
                                  OUR BUSINESS
     We offer a full range of traditional cable television services and have
begun to offer digital cable television services to customers in some of our
systems. Digital cable television is cable television service provided through
digital technology. Digital technology enables cable operators to increase the
channel capacity of cable systems by permitting a significantly increased number
of video signals to be transmitted over a cable system's existing bandwidth.
Channel capacity is the number of channels that can be simultaneously carried on
the cable system and is generally defined in terms of the number of analog
channels. Analog channels refer to communication channels on which the
information is transmitted in a non-digital format, which means data is
transmitted in a manner similar to the original signals. Bandwidth is a measure
of the information-carrying capacity of a communication channel. It is the range
of usable frequencies that can be carried by a cable system.
     We have also started to introduce a number of other new products and
services, including interactive video programming, which allows information to
flow in both directions, and high-speed Internet access to the World Wide Web.
We are also exploring opportunities in telephony, which will integrate telephone
services with the Internet through the use of cable. The introduction of these
new services represents an important step toward the realization of our "wired
world" vision, where cable's ability to transmit voice, video and data at high
speeds will enable it to serve as the primary platform for the delivery of new
services to the home and workplace. We are accelerating the upgrade of our
systems to more quickly provide these new services. As of June 30, 1999, we
served approximately 2.7 million cable television service customers in 22
     We have grown rapidly over the past five years. During this period, our
management team has successfully completed 26 acquisitions, including six
acquisitions closed in 1999. We also merged with Marcus Cable Holdings, LLC in
April 1999. In addition, we have entered into agreements to acquire additional
cable systems with approximately 731,000 customers. We have also expanded our
customer base through significant internal growth. In 1998, our internal
customer growth, without giving effect to the cable systems we acquired in that
year, was 4.8%, more than twice the national industry average of 1.7%. In 1997,
our internal customer growth, without giving effect to the cable systems we
acquired in that year, was 3.5%, significantly higher than the national industry
average of 2.0%.
     Our principal executive offices are located at 12444 Powerscourt Drive, St.
Louis, Missouri 63131. Our telephone number is (314)965-0555 and our web site is
located at The information on our web site is not part of
this prospectus.