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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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from telecommunications providers and Internet service providers. We cannot
predict the extent to which this competition may affect our business and
operations in the future.
 
DATA PROCESSING FAILURES AFTER DECEMBER 31, 1999 COULD SIGNIFICANTLY DISRUPT OUR
OPERATIONS, CAUSING A DECLINE IN CASH FLOW AND REVENUES AND OTHER DIFFICULTIES.
 
     The year 2000 problem affects our owned and licensed computer systems and
equipment used in connection with internal operations. It also affects our non-
information technology systems, including embedded systems in our buildings and
other infrastructure. Additionally, since we rely directly and indirectly, in
the regular course of business, on the proper operation and compatibility of
third-party systems, the year 2000 problem could cause these systems to fail,
err or become incompatible with our systems.
 
     Much of our assessment efforts regarding the year 2000 problem have
involved, and depend on, inquiries to third party service providers. Some of
these third parties that have certified the readiness of their products will not
certify that such products have operating compatibility with our systems. If we,
or significant third parties with whom we communicate and do business through
computers, fail to become year 2000 ready, or if the year 2000 problem causes
our systems to become internally incompatible or incompatible with key third
party systems, our business could suffer material disruptions. We could also
face disruptions if the year 2000 problem causes general widespread problems or
an economic crisis. We cannot now estimate the extent of these potential
disruptions. We cannot assure you that our efforts to date and our ongoing
efforts to prepare for the year 2000 problem will be sufficient to prevent a
material disruption of our operations, particularly with respect to systems we
may acquire prior to December 31, 1999. As a result of any such disruption, our
growth, financial condition and results of operations could suffer materially.
 
THE LOSS OF KEY EXECUTIVES COULD ADVERSELY AFFECT OUR ABILITY TO MANAGE OUR
BUSINESS.
 
     Our success is substantially dependent upon the retention, and the
continued performance of the Chairman of our board of directors, Mr. Allen, and
our Chief Executive Officer, Jerald L. Kent. The loss of the services of Mr.
Allen or Mr. Kent could adversely affect our financial condition and results of
operations.
 
                       REGULATORY AND LEGISLATIVE MATTERS
 
OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENTAL LEGISLATION AND REGULATION.
THE APPLICABLE LEGISLATION AND REGULATIONS, AND CHANGES TO THEM, COULD ADVERSELY
AFFECT OUR BUSINESS BY INCREASING OUR EXPENSES.
 
     Regulation of the cable industry has increased the administrative and
operational expenses and limited the revenues of cable systems. Cable operators
are subject to, among other things:
 
     - limited rate regulation;
 
     - requirements that, under specified circumstances, a cable system carry a
       local broadcast station or obtain consent to carry a local or distant
       broadcast station;
 
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