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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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approximately 175,000 customers associated with the recent acquisition of cable
systems from Greater Media and approximately 56,000 customers associated with
the recent acquisition of Helicon. 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.
    
 
     At June 30, 1999, approximately 57% 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 453,000 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 Helicon,
InterMedia, Rifkin, Vista and Cable Satellite acquisitions.
 
     At June 30, 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 December 31, 2001 served by cable systems with at least 550
megahertz bandwidth capacity and two-way communication capability.
 
   
     SOUTHERN REGION.   The Southern region consists of cable systems serving
approximately 448,000 customers located primarily in the states of Louisiana,
Alabama, Kentucky, Mississippi and central Tennessee. In addition, the Southern
region includes systems in Kansas, Colorado, Utah and Montana. The Southern
region has significant clusters of cable systems in and around the cities of
Birmingham, Alabama; Nashville, Tennessee; and New Orleans, Louisiana. According
to National Decision Systems, the projected median household growth in the
counties currently served by this region's systems is 6.3% for the period ending
2003, versus the projected U.S. median household growth of 5.2% for the
    
 
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