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SEC Filings

10-Q
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 10-Q on 11/15/1999
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I
TEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

See disclosure under Interest Rate Risk.

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings - None


Item 2.  Change in Securities

         The issuers of the original Charter Holdings notes exchanged these
         notes for new Charter Holdings notes with substantially similar terms
         except that the new Charter Holdings notes are registered under the
         Securities Act and, therefore, do not bear legends restricting their
         transfer.


Item 3.  Defaults on Senior Securities - None


Item 4.  Submission of Matters to a Vote of Security Holders - None


Item 5.  Other Information - None


Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             27.1   Financial Data Schedule (supplied for the information of the
                    Commission)

         (b) Reports on Form 8-K

             On October 18, 1999, the Registrants filed a current report on Form
             8-K related to the acquisition of cable television systems from
             InterMedia Partners Southeast and its affiliates on October 1,
             1999, reported in Part I, Item 2 thereof, as follows:

                  (a) Charter Holdings through certain of its subsidiaries,
                      acquired certain equity interests and assets of cable
                      television systems serving approximately 405,000 customers
                      in exchange for cash of approximately $904 million and
                      cable television systems serving approximately 142,000
                      customers.

             On September 29, 1999, the Registrants filed a current report on
             Form 8-K related to the acquisition of Rifkin Acquisition
             Partners, L.L.L.P. and InterLink Communications Partners, LLLP on
             September 14, 1999 reported in Part I, Item 2 thereof, as follows:

                  (a) Charter Communications Operating, LLC, a wholly owned
                      subsidiary of Charter Holdings completed its acquisition
                      of Rifkin for an aggregate purchase price of $1.46
                      billion, consisting of $1.2 billion in cash, $133.3
                      million in equity interests of Charter Holdco, parent of
                      Charter Holdings, and $125.0 million in assumed debt.

         Pursuant to Article 3 of Regulation S-X, unaudited pro forma financial
         information related to the these acquisitions was not required to be
         filed.



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