Charter Seeks $900M


St. Louis -- Charter Communications Holdings LLC and
Charter Communications Capital Corp., two subsidiaries of Charter Communications Inc., are
planning a private bond offering for $900 million.

Charter senior vice president and treasurer Ralph Kelly
said the offering is being made to retire bonds issued to finance the company's
acquisitions of Falcon Communications Inc. and Avalon Cable Inc.

Charter completed its purchase of Falcon in November for
$3.6 billion in cash, stock and assumed debt. Falcon had about 1 million subscribers,
mainly in California and the Pacific Northwest.

The Avalon acquisition was also completed in November,
adding about 260,000 customers in Michigan and New England to the Charter fold. Charter
purchased Avalon for $845 million in stock and debt.

This is the second bond offering from Charter Holdings and
Charter Capital. Last March, they issued $3.6 billion in debt to retire bonds used in part
to finance the parent company's acquisition of Marcus Cable and Charter Southeast
Holdings, a holding company that included Charter cable properties in Tennessee, Alabama,
Louisiana, Georgia and North Carolina.

"This is just a refinancing," Kelly said.
"The Falcon and Avalon bonds are being put back into the company as a result of the
change of control."

Kelly added that the bulk of the proceeds of the offering
would be used to retire the Falcon and Avalon bonds with "a very small amount"
left over for working capital. The offering will consist of senior notes due 2008, 2010
and 2012.

Charter is the fourth-largest MSO in the country, with
about 6.2 million pro forma subscribers. The company's initial public offering in
November raised about $3.7 billion.