CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated February 22, 1999, with respect
to the combined financial statements of the Picayune MS, Lafourche LA, St.
Tammany LA, St. Landry LA, Pointe Coupee LA and Jackson TN cable television
systems included in Amendment No. 2 to the Registration Statement on Form S-4
(No. 333-77499) and related Prospectus of Charter Communications Holdings, LLC
and Charter Communications Holdings Capital Corporation for the registration of
$3,575,000,000 Senior Notes and Senior Discount Notes.
/s/ ERNST & YOUNG LLP
New York, New York
June 18, 1999