**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-Q**





(Mark
      One)


[X] **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended March 31, 2006




or




[
      ] **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





For
      the
      transition period from ______ to ______.





Commission
      file numbers:


333-56679


333-56679-02


333-56679-01


333-56679-03





**RENAISSANCE
      MEDIA GROUP LLC***


**RENAISSANCE
      MEDIA (LOUISIANA) LLC***


**RENAISSANCE
      MEDIA (TENNESSEE) LLC***


**RENAISSANCE
      MEDIA CAPITAL CORPORATION** *


(Exact
      names of registrants as specified in their charters)





**Delaware**
            
            **14-1803051****Delaware**
            
            **14-1801165****Delaware**
            
            **14-1801164****Delaware**
            
            **14-1803049**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification Number)**12405
                Powerscourt Drive****St.
                Louis, Missouri**
            
            **63131**(Address
                of principal executive offices)
            
            (Zip
                Code)**(314)
                965-0555**(Registrants'
                telephone number, including area
                code)





Indicate
      by check mark whether the registrants: (1) have filed all reports required
      to be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrants were
      required to file such reports), and (2) have been subject to such filing
      requirements for the past 90 days. YES [X]
      NO
      [  ]





Indicate
      by check mark whether the registrants are accelerated filers (as defined in
      Rule
      12b-2 of the Exchange Act). YES
      [  ] NO [X]




Indicate
      the number of shares outstanding of each of the issuers' classes of common
      stock, as of the latest practicable date:





All
      of
      the limited liability company membership interests of Renaissance Media
      (Louisiana) LLC and Renaissance Media (Tennessee) LLC are held by Renaissance
      Media Group LLC. All of the issued and outstanding shares of capital stock
      of
      Renaissance Media Capital Corporation are held by Renaissance Media Group LLC.
      All of the limited liability company membership interests of Renaissance Media
      Group LLC are held by Charter Communications, LLC (and indirectly by Charter
      Communications Holdings, LLC, a reporting company under the Exchange Act).
      There
      is no public trading market for any of the aforementioned limited liability
      company membership interests or shares of capital stock.





*
      Renaissance Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance
      Media (Tennessee) LLC and Renaissance Media Capital Corporation meet the
      conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q
      and
      are therefore filing this Form with the reduced disclosure
      format.










**RENAISSANCE
      MEDIA GROUP LLC**


**RENAISSANCE
      MEDIA (LOUISIANA) LLC**


**RENAISSANCE
      MEDIA (TENNESSEE) LLC**


**RENAISSANCE
      MEDIA CAPITAL CORPORATION**





**FORM
      10-Q**


**QUARTER
      ENDED MARCH 31, 2006**


**TABLE
      OF CONTENTS**





**PAGE**Part
                I.
            FINANCIAL
                INFORMATIONItem
                1. Financial Statements - Renaissance Media Group LLC and
                Subsidiaries
            4Item
                2. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            11Item
                4. Controls and Procedures
            16Part
                II.
            OTHER
                INFORMATIONItem
                1. Legal Proceedings
            17Item
                1A. Risk Factors
            17Item
                5. Other Information
            23Item
                6. Exhibits
            23SIGNATURES
            24EXHIBIT
                INDEX
            25





NOTE:
      Separate financial statements of Renaissance Media Capital Corporation,
      Renaissance Media (Louisiana) LLC and Renaissance Media (Tennessee) LLC have
      not
      been presented pursuant to Rule 3-10(b) of Regulation S-X.





This
      quarterly report on Form 10-Q is for the three months ended March
      31,
      2006 .
      The
      Securities and Exchange Commission ("SEC") allows us to "incorporate by
      reference" information that we file with the SEC, which means that we can
      disclose important information to you by referring you directly to those
      documents. Information incorporated by reference is considered to be part of
      this quarterly report. In addition, information that we file with the SEC in
      the
      future will automatically update and supersede information contained in this
      quarterly report. In
      this
      quarterly report, "we,"
      "us" and "our" refer
      to Renaissance
      Media Group LLC and its wholly owned finance subsidiaries, Renaissance Media
      (Louisiana) LLC, Renaissance Media (Tennessee) LLC and Renaissance Media Capital
      Corporation ,
      unless
      the context requires otherwise.





**CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:**





This quarterly
      report includes
      forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended (the " Securities
      Act " ),
      and
      Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange
      Act " ),
      regarding, among other things, our plans, strategies and prospects, both
      business and financial including, without limitation, the forward-looking
      statements set forth in the " Results
      of Operations " and " Liquidity
      and Capital Resources " sections
      under Part I, Item 2. " Management ' s
      Discussion and Analysis of Financial Condition and Results of
      Operations " in this quarterly
      report .
      Although we believe that our plans, intentions and expectations reflected in
      or
      suggested by these forward-looking statements are reasonable, we cannot assure
      you that we will achieve or realize these plans, intentions or expectations.
      Forward-looking statements are inherently subject to risks, uncertainties and
      assumptions including, without limitation, the factors described under " Certain
      Trends and Uncertainties " under
      Part I, Item 2. " Management ' s
      Discussion and Analysis of Financial Condition and Results of
      Operations " in this quarterly
      report .
      Many of
      the forward-looking statements contained in this quarterly
      report may
      be
      identified by the use of forward-looking words such as " believe, "  " expect, "  " anticipate, "  " should, "  " planned, "  " will, "  " may, "  " intend, "  " estimated " and " potential " among
      others. Important factors that could cause actual results to differ materially
      from the forward-looking statements we make in this quarterly
      report are
      set
      forth in this quarterly
      report and
      in
      other reports or documents that we file from time to time with the SEC, and
      include, but are not limited to:





·
            the
                availability, in general, of funds to meet interest payment obligations
                under our and our indirect parent companies’ debt and to fund our
                operations and necessary capital expenditures, either through cash
                flows
                from operating activities, further borrowings or other sources and,
                in
                particular, our and our indirect parent companies’ability to be able to
                provide under the applicable debt instruments such funds (by dividend,
                investment or otherwise) to the applicable obligor of such
                debt; ·
            our
              and our indirect parent companies’ ability to comply with all covenants in
              our and our indirect parent companies’ indentures and credit facilities,
              any violation of which would result in a violation of the applicable
              facility or indenture and could trigger a default of other obligations
              under cross-default provisions; ·
            our
              and our indirect parent companies’ ability to pay or refinance debt prior
              to or when it becomes due and/or to take advantage of market opportunities
              and market windows to refinance that debt in the capital markets, through
              new issuances, exchange offers or otherwise, including restructuring
              our
              balance sheet and leverage position;


·
            our
                ability to sustain and grow revenues and cash flows from operating
                activities by offering video, high-speed Internet and other services
                and
                to maintain and grow a stable customer base, particularly in the
                face of
                increasingly aggressive competition from other service
                providers;


·
            our
                ability to obtain programming at reasonable prices or to pass programming
                cost increases on to our customers; ·
            the
              impact of hurricanes Katrina and Rita to our revenues, expenses and
              number
              of customers; ·
            general
              business conditions, economic uncertainty or slowdown;
              and


·
            the
                effects of governmental regulation, including but not limited to
                local
                franchise authorities, on our business.





All
      forward-looking statements attributable to us or any person acting on our behalf
      are expressly qualified in their entirety by this cautionary statement. We
      are
      under no duty or obligation to update any of the forward-looking statements
      after the date of this quarterly
      report .





3


**PART
      I. FINANCIAL INFORMATION.**


**ITEM
      1. FINANCIAL STATEMENTS.**





**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(DOLLARS
      IN THOUSANDS)**











**March
                31,**
              **2006**
            
            **December
                31,**
              **2005****(Unaudited)****ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            237
            
            $
            280Accounts
                receivable, less allowance for doubtful accounts of $844 and $1,104,
                respectively
            
            
            1,674
            
            
            4,865Prepaid
                expenses and other current assets
            
            
            286
            
            
            170Total
                current assets
            
            
            2,197
            
            
            5,315INVESTMENT
                IN CABLE PROPERTIES:Property,
                plant and equipment, net of accumulated depreciation of $155,213
                and
                $147,103, respectively
            
            
            154,454
            
            
            154,745Franchises,
                net
            
            
            225,302
            
            
            225,322Total
                investment in cable properties, net
            
            
            379,756
            
            
            380,067OTHER
                NONCURRENT ASSETS
            
            
            51
            
            
            55Total
                assets
            
            $
            382,004
            
            $
            385,437**LIABILITIES
                AND MEMBER**'**S
                EQUITY**CURRENT
                LIABILITIES:Accounts
                payable and accrued expenses
            
            $
            14,157
            
            $
            19,420Payables
                to manager of cable systems - related parties
            
            
            74,844
            
            
            70,049Total
                current liabilities
            
            
            89,001
            
            
            89,469LONG-TERM
                DEBT
            
            
            77,767
            
            
            115,387OTHER
                LONG-TERM LIABILITIES
            
            
            1,677
            
            
            1,911MEMBER'S
                EQUITY
            
            
            213,559
            
            
            178,670Total
                liabilities and member's equity
            
            $
            382,004
            
            $
            385,437





The
          accompanying notes are an integral part of these condensed consolidated
          financial statements.
 4


**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(DOLLARS
      IN THOUSANDS)**


**(Unaudited)**











**Three
                Months Ended March 31,****2006**
            
            **2005**REVENUES
            
            $
            27,793
            
            $
            29,652COSTS
                AND EXPENSES:Operating
                (excluding depreciation and amortization)
            
            
            15,302
            
            
            13,395Selling,
                general and administrative
            
            
            5,470
            
            
            5,874Depreciation
                and amortization
            
            
            8,598
            
            
            8,733Other
                operating expense, net
            
            
            59
            
            
            21429,429
            
            
            28,216Income
                (loss) from operations
            
            
            (1,636
            )
            
            1,436OTHER
                INCOME AND (EXPENSES):Interest
                expense, net
            
            
            (2,582
            )
            
            (2,756
            )Other
                income, net
            
            
            204
            
            
            --Net
                loss
            
            $
            (4,014
            )
            $
            (1,320
            )





The
          accompanying notes are an integral part of these condensed consolidated
          financial statements.
 5


**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(DOLLARS
      IN THOUSANDS)**


**(Unaudited)**








**Three
                Months Ended**
              **March
                31,****2006**
            
            **2005**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (4,014
            )
            $
            (1,320
            )Adjustments
                to reconcile net loss to net cash flows from operating
                activities:Depreciation
                and amortization
            
            
            8,598
            
            
            8,733Noncash
                interest expense
            
            
            (98
            )
            
            (105
            )Other,
                net
            
            
            (94
            )
            
            214Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            3,191
            
            
            336Prepaid
                expenses and other assets
            
            
            (117
            )
            
            (112
            )Accounts
                payable, accrued expenses and other
            
            
            (753
            )
            
            (103
            )Payables
                to related party
            
            
            1,154
            
            
            (4,120
            )Net
                cash flows from operating activities
            
            
            7,867
            
            
            3,523CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchases
                of property, plant and equipment
            
            
            (7,899
            )
            
            (4,230
            )Change
                in accrued expenses and payables to related party related to capital
                expenditures
            
            
            --
            
            
            658Proceeds
                from sale of assets
            
            
            --
            
            
            4Other,
                net
            
            
            (11
            )
            
            --Net
                cash flows from investing activities
            
            
            (7,910
            )
            
            (3,568
            )NET
                DECREASE IN CASH
            
            
            (43
            )
            
            (45
            )CASH,
                beginning of period
            
            
            280
            
            
            228CASH,
                end of period
            
            $
            237
            
            $
            183NONCASH
                TRANSACTIONS:Contribution
                to retire Renaissance Media Group LLC debt and accrued
                interest
            
            $
            38,903
            
            $
            --














The
            accompanying notes are an integral part of these condensed consolidated
            financial statements.
 6
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(DOLLARS
          IN THOUSANDS, EXCEPT WHERE INDICATED)**
 **(UNAUDITED)**


**1.**  **Organization
      and Basis of Presentation**





The
      accompanying condensed consolidated financial statements of Renaissance Media
      Group LLC (the "Company") include the accounts of the Company and its wholly
      owned finance subsidiaries, Renaissance Media (Louisiana) LLC ("Renaissance
      Louisiana"), Renaissance Media (Tennessee) LLC ("Renaissance Tennessee") and
      Renaissance Media Capital Corporation ("Capital Corporation"). Renaissance
      Media
      LLC ("Media") is owned 76% and 24% by Renaissance Louisiana and Renaissance
      Tennessee, respectively, and owns all of the operating assets of the
      consolidated group. All significant intercompany accounts and transactions
      among
      consolidated entities have been eliminated.





The
      Company is an indirect wholly owned subsidiary of Charter Communications
      Operating, LLC ("Charter Operating"), which provides funding to the Company
      as
      needed. Charter Operating is an indirect subsidiary of Charter Communications
      Holdings, LLC, which is an indirect subsidiary of Charter Communications, Inc.
      ("Charter"). The Company offers its customers traditional cable video
      programming (analog and digital video) as well as high-speed Internet services
      and, in some areas, advanced broadband services such as high definition
      television and video on demand. The Company sells its cable video programming,
      high-speed Internet and advanced broadband services on a subscription basis.
      The
      Company also sells local advertising on satellite-delivered
      networks.





Charter
      Communications Holding Company, LLC ("Charter Holdco"), the Company's indirect
      parent, and Charter, the Company's manager and indirect parent, provide
      management services for the cable systems owned or operated by the Company.
      The
      management services include such services as centralized customer billing,
      data
      processing and related support, benefits administration and coordination of
      insurance coverage and self-insurance programs for medical, dental and workers'
      compensation claims. Costs associated with providing these services are billed
      and charged directly to the Company and are included within operating costs
      in
      the accompanying condensed consolidated statements of operations.





The
      accompanying condensed consolidated financial statements of the Company have
      been prepared in accordance with accounting principles generally accepted in
      the
      United States for interim financial information and the rules and regulations
      of
      the Securities and Exchange Commission ("SEC"). Accordingly, certain information
      and footnote disclosures typically included in the Company's Annual Report
      on
      Form 10-K have been condensed or omitted for this quarterly report. The
      accompanying condensed consolidated financial statements are unaudited and
      are
      subject to review by regulatory authorities. However, in the opinion of
      management, such financial statements include all adjustments, which consist
      of
      only normal recurring adjustments, necessary for a fair presentation of the
      results for the periods presented. Interim results are not necessarily
      indicative of results for a full year.





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Areas involving significant judgments and estimates include
      capitalization of labor and overhead costs; depreciation and amortization costs;
      impairments of property, plant and equipment and franchises; and contingencies.
      Actual results could differ from those estimates.





*Reclassifications*




Certain
      2005 amounts have been reclassified to conform with the 2006
      presentation.




**2.**  **Liquidity
      and Capital Resources**





The
      Company incurred loss from operations of $1.6 million for the three months
      ended
      March 31, 2006 and recognized income from operations of $1.4 million for the
      three months ended March 31, 2005. The Company's net cash flows from operating
      activities were $7.9 million and $3.5 million for the three months ended March
      31, 2006 and 2005, respectively.





7
 **RENAISSANCE
            MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(DOLLARS
            IN THOUSANDS, EXCEPT WHERE INDICATED)**
 **(UNAUDITED)**




In
      April
      2006, Charter Operating completed a $6.85 billion refinancing of its credit
      facilities including a new $350 million revolving/term facility (which converts
      to a term loan in one year), a $5.0 billion term loan due in 2013 and certain
      amendments to the existing $1.5 billion revolving credit facility.





The
      Company has historically required cash to fund capital expenditures, ongoing
      operations and debt service costs. The Company has funded these requirements
      through cash flows from operating activities and, when required, receipt of
      cash
      from the Company’s indirect parent companies funded through borrowings under the
      Charter Operating credit facilities. However, the mix of funding sources changes
      from period to period. For the three months ended March 31, 2006, the Company
      generated $7.9 million of net cash flows from operating activities. In addition,
      the Company used approximately $7.9 million for purchases of property, plant
      and
      equipment. The Company expects that cash on hand, cash flows from operating
      activities and receipt of cash from the Company’s indirect parent companies
      funded through borrowings under the Charter Operating credit facilities will
      be
      adequate to meet its cash needs through 2007.





The
      Company's long-term financing as of March 31, 2006 consists of $77.2 million
      principal amount of senior notes due in 2008. The Company expects that it will
      rely on capital contributions from its indirect parent companies to repay the
      principal amount of its notes at maturity. However, there can be no assurances
      that its indirect parent companies will have sufficient liquidity to satisfy
      this payment when due. As of March 31, 2006, the Company's indirect parent
      companies have $19.5 billion of debt and may incur additional debt in the
      future. Cash flows from operating activities and amounts available under the
      Charter Operating credit facilities may not be sufficient to fund the Company's
      and its parent companies' operations and satisfy its and its parent companies'
      interest and debt repayment obligations upon maturity in 2008 and will not
      be
      sufficient to fund such needs in 2009 and beyond. The debt of each of the
      Company's indirect parent companies has certain covenants which may restrict
      such Company's ability to make distributions to their respective direct parent
      companies to satisfy future principal repayment obligations. In addition, a
      default under the covenants governing the Company's indenture could result
      in
      the acceleration of the Company's payment obligations under the Company's debt
      and, under certain circumstances, in cross-defaults under the Company's
      affiliates' debt obligations, which could adversely affect the Company's
      indirect parent companies' ability to provide us with funding.





Because
      Charter is the Company's manager, any financial or liquidity problems of Charter
      could cause serious disruption to the Company's business and have a material
      adverse effect on its business and results of operations. Any such event could
      adversely impact the Company's own credit rating, and its relations with
      customers and suppliers, which could in turn further impair the Company's
      ability to obtain financing and operate its business. Further, to the extent
      that any such event results in a change of control of Charter (whether through
      a
      bankruptcy, receivership or other reorganization of Charter and/or Charter
      Holdco, or otherwise), it could result in an event of default under the Charter
      Operating credit facilities and would require a change of control repurchase
      offer under the Company's outstanding notes. The Company has been advised that
      Charter continues to work with its financial advisors in its approach to
      addressing liquidity, debt maturities and its overall balance sheet
      leverage.





**3.**  **Franchises**





Franchise
      rights represent the value attributed to agreements with local authorities
      that
      allow access to homes in cable service areas acquired through the purchase
      of
      cable systems. Management estimates the fair value of franchise rights at the
      date of acquisition and determines if the franchise has a finite-life or an
      indefinite-life as defined by Statement of Financial Accounting Standards
      (“SFAS”) No. 142, *Goodwill
      and Other Intangible Assets* .
      Franchises that qualify for indefinite-life treatment under SFAS No. 142
      are tested for impairment annually each October 1 based on valuations, or more
      frequently as warranted by events or changes in circumstances. Franchises are
      aggregated into essentially inseparable asset groups to conduct the valuations.
      The asset groups generally represent geographic clustering of Charter's cable
      systems into groups by which such systems are managed. Management believes
      such
      grouping represents the highest and best use of those assets.





Franchise
      amortization expense for each of the three months ended March 31, 2006 and
      2005
      was $31, which represents the amortization relating to franchises that did
      not
      qualify for indefinite-life treatment under SFAS No. 142, including costs
      associated with franchise renewals. The Company expects that amortization
      expense on franchise assets will be approximately $100 annually for each of
      the
      next five years. Actual amortization expense in




8
 **RENAISSANCE
            MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(DOLLARS
            IN THOUSANDS, EXCEPT WHERE INDICATED)**
 **(UNAUDITED)**




future
      periods could differ from these estimates as a result of new intangible asset
      acquisitions or divestitures, changes in useful lives and other relevant
      factors.





**4.**  **Accounts
      Payable and Accrued Expenses**





Accounts
      payable and accrued expenses consist of the following as of March 31, 2006
      and
      December 31, 2005:





**March
                31,**
              **2006**
            
            **December
                31,**
              **2005**Accounts
                payable - trade
            
            $
            1,698
            
            $
            1,992Accrued
                capital expenditures
            
            
            3,130
            
            
            6,243Accrued
                expenses:Interest
            
            
            3,533
            
            
            2,384Programming
                costs
            
            
            1,024
            
            
            1,137Franchise-related
                fees
            
            
            1,721
            
            
            2,178State
                sales tax
            
            
            670
            
            
            1,824Personal
                property tax
            
            
            410
            
            
            1,001Other
            
            
            1,971
            
            
            2,661$
            14,157
            
            $
            19,420





**5.**  **Long-Term
      Debt**





Long-term
      debt consists of the following as of March 31, 2006 and December 31, 2005:





**March
                31,**
              **2006**
            
            **December
                31,**
              **2005**10%
                senior notes
            
            $
            77,180
            
            $
            114,413Unamortized
                net premium
            
            
            587
            
            
            974$
            77,767
            
            $
            115,387





In
      1998,
      Renaissance Louisiana, Renaissance Tennessee and Capital Corporation issued
      $163.2 million principal amount at maturity of 10.000% senior notes due April
      15, 2008 (the "Notes") for proceeds of $100.0 million. Approximately $48.8
      million principal amount of such notes were repurchased in May 1999. In March
      2006, the holders of the Notes exchanged $37.2 million principal amount of
      the
      Notes for $37.4 million principal amount of new Charter Operating 8 3/8% senior
      second-lien notes due 2014 issued in a private transaction under Rule 144A.
      Charter Operating then contributed the Notes to the Company for
      retirement.





The
      Notes
      bear interest, payable semi-annually in cash, at a rate of 10% per annum on
      April 15 and October 15 of each year. The Company has fully and unconditionally
      guaranteed the Notes.





**6.**  **Comprehensive
      Loss**





Comprehensive
      loss is equal to net loss for the three months ended March 31, 2006 and
      2005.





**7.**  **Income
      Taxes**





The
      Company is a single member limited liability company not subject to income
      tax.
      The Company holds all operations through indirect subsidiaries. The majority
      of
      those indirect subsidiaries are limited liability companies that are also not
      subject to income tax. A certain indirect subsidiary of the Company is a
      corporation that is subject to income tax, but has no operations and has not
      generated any taxable income since inception. Any taxable income generated
      by
      the Company would be the responsibility of the Company's equity owner. As such,
      the Company has not provided for income taxes in the accompanying condensed
      consolidated financial statements.





9
 **RENAISSANCE
            MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(DOLLARS
            IN THOUSANDS, EXCEPT WHERE INDICATED)**
 **(UNAUDITED)**




**8.**  **Contingencies**





The
      Company is a party to lawsuits and claims that arise in the ordinary course
      of
      conducting its business. In the opinion of management, after taking into account
      recorded liabilities, the outcome of these lawsuits and claims are not expected
      to have a material adverse effect on the Company’s consolidated financial
      condition, results of operations or its liquidity.








10


**ITEM
      2. MANAGEMENT**'**S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.**





Reference
      is made to "Risk Factors" and "Cautionary Statement Regarding Forward-Looking
      Statements," which describe important factors that could cause actual results
      to
      differ from expectations and non-historical information contained herein. In
      addition, this section should be read in conjunction with the annual reports
      on
      Form 10-K of Renaissance Media Group LLC and subsidiaries and our indirect
      parents, Charter Communications, Inc. ("Charter") and Charter Communications
      Holdings, LLC ("Charter Holdings"), for the year ended December 31,
      2005.





"We,"
      "us" and "our" refer to Renaissance
      Media Group LLC and its wholly owned finance subsidiaries, Renaissance Media
      (Louisiana) LLC, Renaissance Media (Tennessee) LLC and Renaissance Media Capital
      Corporation.





**INTRODUCTION**





For
      the
      three months ended March 31, 2006, our loss from operations, which includes
      depreciation and amortization expense but excludes interest expense, was $1.6
      million. For the three months ended March 31, 2005, income from operations,
      which includes depreciation and amortization expense but excludes interest
      expense, was $1.4 million. We had a negative operating margin of 6% for the
      three months ended March 31, 2006. For the three months ended March 31, 2005,
      we
      had an operating margin of 5%. The decrease in income from operations and
      operating margin from 2005 to 2006 was principally due to decreases in video
      revenue as a result of customer losses primarily related to hurricanes Katrina
      and Rita coupled with an increase in operating costs.





As
      of
      March 31, 2006 and 2005, we own and operate cable systems serving approximately
      127,800 and 142,200 analog video customers, respectively. Approximately 103,400
      of our analog video customers were impacted by hurricanes Katrina and Rita.
      We
      have restored service to our impacted customers. Included in the 14,400 net
      loss
      of analog video customers from March 31, 2005 is approximately 8,500 of net
      losses related to systems impacted by hurricanes Katrina and Rita. We currently
      do not expect significant additional analog video customer losses related to
      hurricanes Katrina and Rita.





Our
      outstanding notes require us to pay cash interest each April and October and
      mature in 2008. We expect that we will rely on loans and capital contributions
      from our indirect parent companies to repay our notes at maturity. However,
      there can be no assurance that our indirect parent companies will have
      sufficient liquidity to provide funds to us to satisfy this payment when
      due.





11


**RESULTS
      OF OPERATIONS**





***Three
      Months Ended March 31, 2006 Compared to Three Months Ended March 31,
      2005***





The
      following table sets forth the percentages of revenues that items in the
      accompanying condensed consolidated statements of operations constituted for
      the
      periods presented (dollars in thousands):





**Three
                Months Ended March 31,****2006**
            
            **2005**Revenues
            
            $
            27,793
            
            
            100
            %
            $
            29,652
            
            
            100
            %Costs
                and expenses:Operating
                (excluding depreciation and amortization)
            
            
            15,302
            
            
            55
            %
            
            13,395
            
            
            45
            %Selling,
                general and administrative
            
            
            5,470
            
            
            20
            %
            
            5,874
            
            
            20
            %Depreciation
                and amortization
            
            
            8,598
            
            
            31
            %
            
            8,733
            
            
            29
            %Other
                operating expense, net
            
            
            59
            
            
            --
            
            
            214
            
            
            1
            %29,429
            
            
            106
            %
            
            28,216
            
            
            95
            %Income
                (loss) from operations
            
            
            (1,636
            )
            
            (6
            )%
            
            1,436
            
            
            5
            %Other
                income and (expenses):Interest
                expense, net
            
            
            (2,582
            )
            
            
            
            
            (2,756
            )Other
                income, net
            
            
            204
            
            
            
            
            
            --Net
                loss
            
            $
            (4,014
            )
            
            
            
            $
            (1,320
            )





***Revenues*** **.** The
      overall decrease in revenues for the three months ended March 31, 2006 compared
      to the three months ended March 31, 2005 is principally the result of decreases
      in analog and digital video customers and is offset partially by increases
      in
      the number of high-speed Internet customers. We expect revenues to be negatively
      impacted for a period of time as a result of the displacement of customers
      by
      hurricanes Katrina and Rita. Our goal is to increase revenues by improving
      customer service, which we believe will stabilize our analog video customer
      base, implementing price increases on certain services and packages and
      increasing the number of customers who purchase high-speed Internet services,
      digital video and advanced products and services such as video-on-demand
      (“VOD”), high definition television and digital video recorder
      service.





Revenues
      by service offering were as follows (dollars in thousands):





**Three
                Months Ended March 31,****2006**
            
            **2005**
            
            **2006
                over 2005****Revenues**
            
            **%
                of**
              **Revenues**
            
            **Revenues**
            
            **%
                of**
              **Revenues**
            
            **Change**
            
            **%
                Change**Video
            
            $
            18,738
            
            
            67
            %
            $
            20,944
            
            
            71
            %
            $
            (2,206
            )
            
            (11
            )%High-speed
                Internet
            
            
            4,458
            
            
            16
            %
            
            4,308
            
            
            14
            %
            
            150
            
            
            3
            %Advertising
                sales
            
            
            1,523
            
            
            5
            %
            
            1,468
            
            
            5
            %
            
            55
            
            
            4
            %Commercial
            
            
            966
            
            
            4
            %
            
            843
            
            
            3
            %
            
            123
            
            
            15
            %Other
            
            
            2,108
            
            
            8
            %
            
            2,089
            
            
            7
            %
            
            19
            
            
            1
            %$
            27,793
            
            
            100
            %
            $
            29,652
            
            
            100
            %
            $
            (1,859
            )
            
            (6
            )%





Video
      revenues consist primarily of revenues from analog and digital video services
      provided to our non-commercial customers. The decrease was primarily the result
      of a decline in analog and digital video customers.





The
      increase in revenues from high-speed Internet services was primarily the result
      of an increase in high-speed Internet customers.





Advertising
      sales revenues consist primarily of revenues from commercial advertising
      customers, programmers and other vendors. Advertising sales increased primarily
      as a result of an increase in local advertising sales. For each of




12




the
      three
      months ended March 31, 2006 and 2005, we received $0.1 million in advertising
      sales revenues from vendors.





Commercial
      revenues consist primarily of revenues from cable video and high-speed Internet
      services to our commercial customers. Commercial revenues increased primarily
      as
      a result of an increase in commercial high-speed Internet revenues.





Other
      revenues consist of revenues from franchise fees, equipment rental, customer
      installations, home shopping, late payment fees, wire maintenance fees and
      other
      miscellaneous revenues. Other revenues remained relatively unchanged for the
      three months ended March 31, 2006 compared to the three months ended March
      31,
      2005.





***Operating
      Expenses*** **.** Programming costs included in the accompanying condensed consolidated statements
      of operations were $9.0 million and $8.6 million, representing 59% and 64%
      of
      total operating expenses for the three months ended March 31, 2006 and 2005,
      respectively. Key expense components as a percentage of revenues were as follows
      (dollars in thousands):





**Three
                Months Ended March 31,****2006**
            
            **2005**
            
            **2006
                over 2005****Expenses**
            
            **%
                of**
              **Revenues**
            
            **Expenses**
            
            **%
                of**
              **Revenues**
            
            **Change**
            
            **%
                Change**Programming
            
            $
            8,981
            
            
            32
            %
            $
            8,551
            
            
            29
            %
            $
            430
            
            
            5
            %Service
            
            
            5,714
            
            
            21
            %
            
            4,232
            
            
            14
            %
            
            1,482
            
            
            35
            %Advertising
                sales
            
            
            607
            
            
            2
            %
            
            612
            
            
            2
            %
            
            (5
            )
            
            (1
            )%$
            15,302
            
            
            55
            %
            $
            13,395
            
            
            45
            %
            $
            1,907
            
            
            14
            %





Programming
      costs consist primarily of costs paid to programmers for analog, premium,
      digital channels and pay-per-view programming. The increase in programming
      costs
      was primarily a result of rate increases partially offset by a decrease in
      analog and digital video customers. Programming costs were also offset by the
      amortization of payments received from programmers in support of launches of
      new
      channels of $0.1 million and $0.3 million for the three months ended March
      31,
      2006 and 2005, respectively.





Our
      cable
      programming costs have increased in every year we have operated in excess of
      U.S. inflation and cost-of-living increases, and we expect them to continue
      to
      increase because of a variety of factors, including inflationary or negotiated
      annual increases, additional programming being provided to customers and
      increased costs to purchase programming. In 2006, we expect programming costs
      to
      increase at a higher rate than in 2005. These costs will be determined in part
      on the outcome of programming negotiations in 2006 and may be subject to
      offsetting events or otherwise affected by factors similar to the ones mentioned
      in the preceding paragraph. Our increasing programming costs will result in
      declining operating margins for our video services to the extent we are unable
      to pass on cost increases to our customers. We expect to partially offset any
      resulting margin compression from our traditional video services with revenue
      from advanced video services, increased high-speed Internet revenues,
      advertising revenues and commercial service revenues.





Service
      costs consist primarily of service personnel salaries and benefits, franchise
      fees, system utilities, costs of providing high-speed Internet service,
      maintenance and pole rent expense. The increase in service costs resulted
      primarily from increased labor and maintenance costs related to hurricanes
      Katrina and Rita, increased costs of providing high-speed Internet service
      as a
      result of an increase in high-speed Internet customers and higher fuel prices.
      Advertising sales expenses consist of costs related to traditional advertising
      services provided to advertising customers, including salaries, benefits and
      commissions. Advertising sales expenses decreased primarily as a result of
      decreased salary, benefit and commission costs.





13


***Selling,
      General and Administrative Expenses*** **.** Key
      components of expense as a percentage of revenues were as follows (dollars
      in
      thousands):





**Three
                Months Ended March 31,****2006**
            
            **2005**
            
            **2006
                over 2005****Expenses**
            
            **%
                of**
              **Revenues**
            
            **Expenses**
            
            **%
                of**
              **Revenues**
            
            **Change**
            
            **%
                Change**General
                and administrative
            
            $
            4,811
            
            
            17
            %
            $
            5,101
            
            
            17
            %
            $
            (290
            )
            
            (6
            )%Marketing
            
            
            659
            
            
            3
            %
            
            773
            
            
            3
            %
            
            (114
            )
            
            (15
            )%$
            5,470
            
            
            20
            %
            $
            5,874
            
            
            20
            %
            $
            (404
            )
            
            (7)%
            %





General
      and administrative expenses consist primarily of salaries and benefits, rent
      expense, billing costs, call center costs, internal network costs, bad debt
      expense and property taxes. The decrease in general and administrative expenses
      resulted primarily from decreases in collection costs of $50, billing costs
      of
      $32 and property taxes of $136.





Marketing
      expenses decreased as a result of decreased marketing activities.





***Depreciation
      and Amortization*** **.** Depreciation and amortization expense decreased by $0.1 million for the three
      months ended March 31, 2006. The decrease in depreciation was related to an
      increase in the amount of fully depreciated assets offset by an increase in
      capital expenditures.





***Other
      Operating Expense, Net.*** Other
      operating expense for the three months ended March 31, 2006 primarily represents
      severance partially offset by gain on sales of assets. Other operating expense
      for the three months ended March 31, 2005 represents losses on sales of
      assets.





***Interest
      Expense, Net.*** Interest
      expense decreased by $0.2 million, or 6%, for
      the
      three months ended March
      31,
      2006 compared to the
      three
      months ended March
      31,
      2005 primarily as a result of the exchange of $37.2 million principal amount
      of
      our 10.000% senior notes for $37.4 million principal amount of new Charter
      Operating 8 3/8% senior second-lien notes.





***Other
      Income, Net.*** Other
      income for the three months ended March 31, 2006 primarily
      represents ****** the
      gain
      recognized on the exchange of our 10.000% senior notes in March 2006.





***Net
      Loss.*** Net loss
      increased to $4.0 million for
      the three
      months ended March 31, 2006 from $1.3 million for
      the three
      months ended March 31, 2005 as a result of the combination of factors described
      above.





**LIQUIDITY
      AND CAPITAL RESOURCES**





**Introduction**





This
      section contains a discussion of our liquidity and capital resources, including
      a discussion of our cash position, sources and uses of cash, access to credit
      facilities and other financing sources, historical financing activities, cash
      needs, capital expenditures and outstanding debt.





**Overview**





In
      April
      2006, Charter Communications Operating, LLC ( " Charter
      Operating " )
      completed a $6.85 billion refinancing of its credit facilities including a
      new
      $350 million revolving/term facility (which converts to a term loan in one
      year), a $5.0 billion term loan due in 2013 and certain amendments to the
      existing $1.5 billion revolving credit facility.





Our
      business requires cash to fund capital expenditures, ongoing operations and
      debt
      service costs. We have historically funded these requirements through cash
      flows
      from operating activities and, when required, receipt of cash from our indirect
      parent companies funded through borrowings under the Charter Operating credit
      facilities. However, the mix of funding sources changes from period to period.
      For the three months ended March 31, 2006, we generated $7.9 million of net
      cash
      flows from operating activities. In addition, the Company used approximately




14




$7.9
      million for purchases of property, plant and equipment. We expect that cash
      on
      hand, cash flows from operating activities and receipt of cash from our indirect
      parent companies funded through borrowings under the Charter Operating credit
      facilities will be adequate to meet our cash needs through 2007.





The
      principal amount of our senior notes was $77.2 million as of March 31, 2006. Interest
      on the notes is payable semi-annually in arrears in cash at a rate of 10% per
      year. On April 15, 2006, the notes became redeemable at the option of the
      issuers thereof, in whole or in part at 100% of the principal amount at
      maturity, plus accrued interest. Renaissance Media Group has fully and unconditionally guaranteed the
      notes.





See
      the
      section entitled "Liquidity and Capital Resources" of "Item 7. Management's
      Discussion and Analysis of Financial Condition and Results of Operations" in
      our
      2005 Annual Report on Form 10-K for a description of our senior notes indenture,
      including certain terms, restrictions and covenants.





We
      expect
      to remain in compliance with the covenants under our indenture. We expect that
      cash flows from operating activities and receipt of cash from our indirect
      parent companies funded through borrowings under the Charter Operating credit
      facilities will be sufficient to satisfy our liquidity needs until maturity
      of
      the notes. However, we expect to rely on capital contributions from our indirect
      parent companies to repay the principal amount of our notes at maturity. There
      can be no assurance that our indirect parent companies will have sufficient
      liquidity to provide funds to us to satisfy this payment when due. As of March
      31, 2006, our indirect parent companies have $19.5 billion of debt and may
      incur
      additional debt in the future. Cash flows from operating activities and amounts
      available under the Charter Operating credit facilities may not be sufficient
      to
      fund our and our parent companies' operations and satisfy our and our parent
      companies' interest payment obligations upon maturity in 2008 and will not
      be
      sufficient to fund such needs in 2009 and beyond. The debt of each of our
      indirect parent companies has certain covenants which may restrict their ability
      to make distributions to their respective direct parent companies to satisfy
      future principal repayment obligations. In addition, a default under the
      covenants governing our indenture could result in the acceleration of our
      payment obligations under our debt and, under certain circumstances, in
      cross-defaults under our affiliates' debt obligations, which could adversely
      affect our indirect parent companies' ability to provide us with funding. We
      have been advised that Charter continues to work with its financial advisors
      in
      its approach to addressing liquidity, debt maturities and its overall balance
      sheet leverage.





Increased
      funding requirements from customer demand for digital video and high-speed
      Internet services, or the need to offer other advanced services in certain
      of
      our markets in order to compete effectively could make us further reliant on
      our
      indirect parent companies' ability to make loans and capital contributions
      to
      us. If we are unable to receive adequate financing to fund operations, our
      financial condition and results of operations could suffer
      materially.





No
      assurances can be given that we will not experience liquidity problems because
      of adverse market conditions, increased competition or other unfavorable events,
      or if we do not obtain sufficient additional financing on a timely basis as
      our
      debt becomes due. If,
      at
      any time, additional capital or borrowing capacity is required beyond amounts
      internally generated or available through our indirect parent companies'
      existing credit facilities or in traditional debt or equity financings, we
      would
      consider:





·
            further
                reducing our expenses and capital expenditures, which may impair
                our
                ability to increase revenue;


·
            selling
                assets; or


·
            seeking
                funding, if available, from our indirect parent companies, including
                from
                the issuance of debt or equity by our indirect parent companies,
                including
                Charter, Charter Holdings, CCH I, LLC, CCH I Holdings, LLC, CCH II,
                LLC,
                CCO Holdings or Charter Operating, the proceeds of which could be
                loaned
                or contributed to us.




If
      the
      above strategies are not successful, we could be forced to restructure our
      obligations or seek protection under the bankruptcy laws. In addition, if we
      find it necessary to engage in a recapitalization or other similar transaction,
      our noteholders might not receive principal and interest payments to which
      they
      are contractually entitled.





15


**Historical
      Operating, Financing and Investing Activities**





We
      held
      $0.2 million and $0.3 million in cash and cash equivalents as of March 31,
      2006
      and December 31, 2005, respectively.





***Operating
      Activities*** *.* Net
      cash
      provided by operating activities for the three months ended March 31, 2006
      and
      2005 was $7.9 million and $3.5 million, respectively. Operating activities
      provided $4.3 million more cash during the three months ended March 31, 2006
      compared to the corresponding period in 2005, primarily as a result of changes
      in operating assets and liabilities that provided $7.5 million more cash during
      the three months ended March 31, 2006 compared to the corresponding period
      in
      2005.





***Investing
      Activities.*** ** Net
      cash
      used in investing activities for the three months ended March 31, 2006 and
      2005
      was $7.9 million and $3.6 million, respectively. Investing activities used
      $4.3
      million more cash during the three months ended March 31, 2006 compared to
      the
      corresponding period in 2005, primarily as a result of an increase in purchases
      of property, plant and equipment related
      to replacement of plant and equipment damaged by hurricanes Katrina and
      Rita .





**Capital
      Expenditures**





We
      have
      significant ongoing capital expenditure requirements. Capital expenditures
      were
      $7.9 million and $4.2 million for the three months ended March
      31, 2006 and
      2005,
      respectively. Capital expenditures increased as a result of capital costs
      associated with replacing plant and equipment related to hurricanes Katrina
      and
      Rita and increased spending on support capital related to our investment in
      service improvements.





Our
      capital expenditures are funded primarily from cash flows from operating
      activities and receipt of cash from our indirect parent companies funded through
      borrowings under the Charter Operating credit facilities.





Capital
      expenditures are expected to decrease in 2006 compared to 2005. We expect that
      the nature of these expenditures will continue to be composed primarily of
      purchases of customer premise equipment, support capital and for scalable
      infrastructure costs. We expect to fund capital expenditures for 2006 primarily
      from cash flows from operating activities and receipt of cash from our indirect
      parent companies funded through borrowings under the Charter Operating credit
      facilities.





**ITEM
      4. CONTROLS AND PROCEDURES.**





As
      of the
      end of the period covered by this report, management, including our Chief
      Executive Officer and Chief Financial Officer, evaluated the effectiveness
      of
      the design and operation of our disclosure controls and procedures with respect
      to the information generated for use in this quarterly report. The evaluation
      was based in part upon reports and affidavits provided by a number of
      executives. Based upon, and as of the date of that evaluation, our Chief
      Executive Officer and Chief Financial Officer concluded that the disclosure
      controls and procedures were effective to provide reasonable assurances that
      information required to be disclosed in the reports we file or submit under
      the
      Securities Exchange Act of 1934 is recorded, processed, summarized and reported
      within the time periods specified in the Commission's rules and forms.





There
      was
      no change in our internal control over financial reporting during the quarter
      ended March 31, 2006 that has materially affected, or is reasonably likely
      to
      materially affect, our internal control over financial reporting.





In
      designing and evaluating the disclosure controls and procedures, our management
      recognized that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable, not absolute, assurance of achieving
      the
      desired control objectives and management necessarily was required to apply
      its
      judgment in evaluating the cost-benefit relationship of possible controls and
      procedures. Based upon the above evaluation, our management believes that our
      controls do provide such reasonable assurances.


16


**PART
      II. OTHER INFORMATION.**





**ITEM
      1. LEGAL PROCEEDINGS.**





Charter
      is a party to lawsuits and claims that arise in the ordinary course of
      conducting its business. In the opinion of management, after taking into account
      recorded liabilities, the outcome of these lawsuits and claims are not expected
      to have a material adverse effect on the Company’s consolidated financial
      condition, results of operations or its liquidity.





**ITEM
      1A. RISK FACTORS.**





**Risks
      Related to Significant Indebtedness of Us and Our Parent
      Companies**





***The
      indenture governing our notes contains a number of significant covenants that
      could adversely impact our ability to operate our
      business.***





The
      indenture governing our notes contains a number of significant covenants that
      could adversely impact our ability to operate our business. In particular,
      our
      indenture restricts our and our subsidiaries' ability to:





·
            incur
                additional debt;·
            pay
                dividends on or repurchase equity interests;·
            make
                investments;·
            sell
                all or substantially all of our assets or merge with or into other
                companies;·
            sell
                assets;·
            enter
                into sale-leasebacks;·
            in
                the case of restricted subsidiaries, create or permit to exist dividend
                or
                payment restrictions with respect to the bond issuers, guarantee
                the bond
                issuers' debt, or issue specified equity interests;·
            engage
                in certain transactions with affiliates; and·
            grant
                liens.




Our
      ability to comply with these provisions may be affected by events beyond our
      control. The breach of any of these covenants will result in a default under
      the
      indenture governing our notes, which could result in acceleration of such notes
      and in certain cases, could result in cross-defaults under our affiliates'
      debt
      obligations. Any default under our indenture might adversely affect our growth,
      our financial condition and our results of operations and the ability to make
      payments on our notes. For more information, see the section above entitled
      “Item 2. Management's
      Discussion and Analysis of Financial Condition and Results of Operations —
      Liquidity and Capital Resources . "





***We
      may not generate sufficient cash flow or have access to additional external
      liquidity sources to fund our capital expenditures, ongoing operations and
      debt
      obligations.***





Our
      business requires cash to fund capital expenditures, ongoing operations and
      debt
      service costs. Our ongoing operations will depend on our ability to generate
      cash flow and our access to additional external liquidity sources. We have
      historically funded liquidity and capital requirements through cash flows from
      operating activities and receipt of cash from our indirect parent companies
      funded through borrowings under the Charter Operating credit
      facilities.





As
      the
      principal amounts of our notes become due in 2008, it is unclear whether we
      will
      have access to sufficient capital to satisfy these principal repayment
      obligations. Cash flows from operating activities and other existing sources
      of
      funds may not be sufficient, on their own, to permit us to satisfy these
      obligations.





If
      our
      business does not generate sufficient cash flow from operating activities,
      and
      sufficient future contributions are not available to us from other sources
      of
      financing, we may not be able to repay our debt, grow our business, respond
      to
      competitive challenges or fund our other liquidity and capital needs.





If
      we
      need to seek alternative sources of financing, there can be no assurance that
      we
      will be able to obtain the requisite financing or that such financing, if
      available, would not have terms that are materially disadvantageous to our
      existing debt holders. Mr. Allen, Charter’s Chairman and controlling
      shareholder, or his affiliates are not obligated to purchase equity from,
      contribute to or loan funds to us or to our indirect parent companies or
      subsidiaries.





17




If
      we or
      our indirect parent companies are unable to raise needed capital, ultimately,
      we
      could be forced to restructure our obligations or seek protection under the
      bankruptcy laws. In addition, if we find it necessary to engage in a
      recapitalization or other similar transaction, our noteholders might not receive
      all principal and interest payments to which they are contractually
      entitled.





***Our
      parent companies have a significant amount of existing debt and may incur
      significant additional debt, including secured debt, in the future, which could
      adversely affect our financial health and our ability to react to changes in
      our
      business.***





Our
      long-term financing as of March 31, 2006 consists of $77.2 million principal
      amount of senior notes due in 2008. We expect to rely on capital contributions
      from our indirect parent companies to repay the principal amount of our notes
      at
      maturity. However, there can be no assurances that our indirect parent companies
      will have sufficient liquidity to satisfy this payment when due. As of March
      31,
      2006, our parent companies have $19.5 billion of debt and may incur additional
      debt in the future. Cash flows from operating activities and amounts available
      under the Charter Operating credit facilities may not be sufficient to fund
      our
      and our parent companies' operations and satisfy our and our parent companies'
      interest and debt repayment obligations upon maturity in 2008 and will not
      be
      sufficient to fund such needs in 2009 and beyond. The debt of each of our
      indirect parent companies has certain covenants which may restrict their ability
      to make distributions to their respective direct parent companies to satisfy
      future principal repayment obligations. In addition, a default under the
      covenants governing our indenture could result in the acceleration of our
      payment obligations under our debt and, under certain circumstances, in
      cross-defaults under our affiliates' debt obligations, which could adversely
      affect our indirect parent companies' ability to provide us with
      funding.





Because
      Charter is our manager, any financial or liquidity problems of Charter could
      cause serious disruption to our business and have a material adverse effect
      on
      our business and results of operations. Any such event could adversely impact
      our own credit rating, and our relations with customers and suppliers, which
      could in turn further impair our ability to obtain financing and operate our
      business. Further, to the extent that any such event results in a change of
      control of Charter (whether through a bankruptcy, receivership or other
      reorganization of Charter and/or Charter Holdco, or otherwise), it could result
      in an event of default under the Charter Operating credit facilities and would
      require a change of control repurchase offer under our outstanding notes.





***We
      may not have the ability to raise the funds necessary to fulfill our obligations
      under our indebtedness following a change of control, which would place us
      in
      default under the applicable debt instruments.***





We
      may
      not have the ability to raise the funds necessary to fulfill our obligations
      under our notes following a change of control. A change of control under our
      notes would require us to make an offer to repurchase our outstanding notes.
      However, a failure by us to make or complete a change of control offer would
      place us in default of these agreements.





**Risks
      Related to Our Business**





***We
      operate in a very competitive business environment, which affects our ability
      to
      attract and retain customers and can adversely affect our business and
      operations. We have lost a significant number of video customers to direct
      broadcast satellite competition and further loss of video customers could have
      a
      material negative impact on our business.***





The
      industry in which we operate is highly competitive and has become more so in
      recent years. In some instances, we compete against companies with fewer
      regulatory burdens, easier access to financing, greater personnel resources,
      greater brand name recognition and long-established relationships with
      regulatory authorities and customers. Increasing consolidation in the cable
      industry and the repeal of certain ownership rules may provide additional
      benefits to certain of our competitors, either through access to financing,
      resources or efficiencies of scale.





Our
      principal competitor for video services throughout our territory is DBS.
      Competition from DBS, including intensive marketing efforts and aggressive
      pricing has had an adverse impact on our ability to retain customers. DBS has
      grown rapidly over the last several years and continues to do so. The cable
      industry, including us, has lost a significant number of subscribers to DBS
      competition, and we face serious challenges in this area in the future. We
      believe that competition from DBS service providers may present greater
      challenges in areas of lower




18




population
      density, and that our systems service a higher concentration of such areas
      than
      those of other major cable service providers.





Local
      telephone companies and electric utilities can offer video and other services
      in
      competition with us and they increasingly may do so in the future. Certain
      telephone companies have begun more extensive deployment of fiber in their
      networks that enable them to begin providing video services, as well as
      telephone and high bandwidth Internet access services, to residential and
      business customers and they are now offering such service in limited areas.
      Some
      of these telephone companies have obtained, and are now seeking, franchises
      or
      operating authorizations that are less burdensome than our existing franchises.





The
      subscription television industry also faces competition from free broadcast
      television and from other communications and entertainment media. Further loss
      of customers to DBS or other alternative video and Internet services could
      have
      a material negative impact on the value of our business and its performance.





With
      respect to our Internet access services, we face competition, including
      intensive marketing efforts and aggressive pricing, from telephone companies
      and
      other providers of DSL and “dial-up”. DSL service is competitive with high-speed
      Internet service over cable systems. In addition, DBS providers have entered
      into joint marketing arrangements with Internet access providers to offer
      bundled video and Internet service, which competes with our ability to provide
      bundled services to our customers. Moreover, as we expand our offerings to
      include telephone, we will face considerable competition from established
      telephone companies and other carriers, including VoIP providers.





In
      order
      to attract new customers, from time to time we make promotional offers,
      including offers of temporarily reduced-price or free service. These promotional
      programs result in significant advertising, programming and operating expenses,
      and also require us to make capital expenditures to acquire additional digital
      set-top terminals. Customers who subscribe to our services as a result of these
      offerings may not remain customers for any significant period of time following
      the end of the promotional period. A failure to retain existing customers and
      customers added through promotional offerings or to collect the amounts they
      owe
      us could have a material adverse effect on our business and financial results.





Mergers,
      joint ventures and alliances among franchised, wireless or private cable
      operators, satellite television providers, local exchange carriers and others,
      may provide additional benefits to some of our competitors, either through
      access to financing, resources or efficiencies of scale, or the ability to
      provide multiple services in direct competition with us.





We
      cannot
      assure you that our cable systems will allow us to compete effectively.
      Additionally, as we expand our offerings to include other telecommunications
      services, and to introduce new and enhanced services, we will be subject to
      competition from other providers of the services we offer. We cannot predict
      the
      extent to which competition may affect our business and operations in the
      future.





***We
      have a history of net losses and expect to continue to experience net losses.
      Consequently, we may not have the ability to finance future
      operations.***





We
      have
      had a history of net losses and expect to continue to report net losses for
      the
      foreseeable future. Our net losses are principally attributable to insufficient
      revenue to cover a combination of operating costs and the interest costs on
      our
      debt. We expect that these expenses will remain significant, and we expect
      to
      continue to report net losses for the foreseeable future. We reported net loss
      of $4.0 million and $1.3 million for the three months ended March 31, 2006
      and
      2005, respectively. Continued losses would reduce our cash available from
      operations to service our indebtedness, as well as limit our ability to finance
      our operations.





***We
      may not have the ability to pass our increasing programming costs on to our
      customers, which would adversely affect our cash flow and operating
      margins.***





Programming
      has been, and is expected to continue to be, our largest operating expense
      item.
      In recent years, the cable industry has experienced a rapid escalation in the
      cost of programming, particularly sports programming. We expect programming
      costs to continue to increase because of a variety of factors, including
      inflationary or negotiated annual increases, additional programming being
      provided to customers and increased costs to purchase programming. The inability
      to fully pass these programming cost increases on to our customers has had
      an
      adverse impact on our cash flow and operating margins. As measured by
      programming costs, and excluding premium




19




services
      (substantially all of which were renegotiated and renewed in 2003), as of March
      31, 2006, approximately 12% of Charter’s current programming contracts were
      expired, and approximately another 6% were scheduled to expire at or before
      the
      end of 2006. There can be no assurance that these agreements will be renewed
      on
      favorable or comparable terms. Our programming costs increased by approximately
      5% in the three months ended March 31, 2006 compared to the corresponding period
      in 2005. To the extent that we are unable to reach agreement with certain
      programmers on terms that we believe are reasonable we may be forced to remove
      such programming channels from our line-up, which could result in a further
      loss
      of customers.





***If
      our required capital expenditures exceed our projections, we may not have
      sufficient funding, which could adversely affect our growth, financial condition
      and results of operations.***





During
      the three months ended March 31, 2006, we spent approximately $7.9 million
      on
      capital expenditures. Our capital expenditures depends on the level of growth
      in
      high-speed Internet customers and in the delivery of other advanced services,
      as
      well as the cost of introducing any new services such as telephone. We may
      need
      additional capital if there is accelerated growth in high-speed Internet
      customers or in the delivery of other advanced services or an acceleration
      in
      the deployment of telephone services. If we cannot obtain such capital from
      increases in our cash flow from operating activities, additional borrowings
      or
      other sources, our growth, financial condition and results of operations could
      suffer materially.





***Our
      inability to respond to technological developments and meet customer demand
      for
      new products and services could limit our ability to compete
      effectively.***





Our
      business is characterized by rapid technological change and the introduction
      of
      new products and services. We cannot assure you that we will be able to fund
      the
      capital expenditures necessary to keep pace with unanticipated technological
      developments, or that we will successfully anticipate the demand of our
      customers for products and services requiring new technology. Our inability
      to
      maintain and expand our upgraded systems and provide advanced services in a
      timely manner, or to anticipate the demands of the marketplace, could materially
      adversely affect our ability to attract and retain customers. Consequently,
      our
      growth, financial condition and results of operations could suffer materially.





***Malicious
      and abusive Internet practices could impair our high-speed Internet
      services.***





Our
      high-speed Internet customers utilize our network to access the Internet and,
      as
      a consequence, we or they may become victim to common malicious and abusive
      Internet activities, such as unsolicited mass advertising (i.e., “spam”) and
      dissemination of viruses, worms and other destructive or disruptive software.
      These activities could have adverse consequences on our network and our
      customers, including degradation of service, excessive call volume to call
      centers and damage to our or our customers’ equipment and data. Significant
      incidents could lead to customer dissatisfaction and, ultimately, loss of
      customers or revenue, in addition to increased costs to us to service our
      customers and protect our network. Any significant loss of high-speed Internet
      customers or revenue or significant increase in costs of serving those customers
      could adversely affect our growth, financial condition and results of
      operations.





***As
      a result of hurricanes Katrina and Rita, we can not assure you when our
      displaced customers will return or when our revenues will increase to
      pre-hurricane levels.***





We
      experienced significant customer losses as a result of the displacement of
      customers affected by hurricanes Katrina and Rita for a period of time. 
While we expect that customers displaced by the hurricanes will return and
      that
      revenues will return to pre-hurricane levels we can not predict the amount
      of
      time customers and revenues will be impacted by the hurricanes or the number
      of
      displaced customers that will return.





**Risks
      Related to Regulatory and Legislative Matters**





***Our
      business is subject to extensive governmental legislation and regulation, which
      could adversely affect our business.***





Regulation
      of the cable industry has increased cable operators’ administrative and
      operational expenses and limited their revenues. Cable operators are subject
      to,
      among other things:





·
            rules
                governing the provision of cable equipment and compatibility with
                new
                digital technologies;




20




·
            rules
                and regulations relating to subscriber
                privacy;





·
            limited
                rate regulation;





·
            requirements
                governing when a cable system must carry a particular broadcast station
                and when it must first obtain consent to carry a broadcast
                station;





·
            rules
                for franchise renewals and transfers;
                and





·
            other
                requirements covering a variety of operational areas such as equal
                employment opportunity, technical standards and customer service
                requirements.





Additionally,
      many aspects of these regulations are currently the subject of judicial
      proceedings and administrative or legislative proposals. There are also ongoing
      efforts to amend or expand the federal, state and local regulation of some
      of
      our cable systems, which may compound the regulatory risks we already face.
      Certain states and localities are considering new telecommunications taxes
      that
      could increase operating expenses.





***Our
      cable systems are operated under franchises that are subject to non-renewal
      or
      termination. The failure to renew a franchise in one or more key markets could
      adversely affect our business.***





Our
      cable
      systems generally operate pursuant to franchises, permits and similar
      authorizations issued by a state or local governmental authority controlling
      the
      public rights-of-way. Many franchises establish comprehensive facilities and
      service requirements, as well as specific customer service standards and
      monetary penalties for non-compliance. In many cases, franchises are terminable
      if the franchisee fails to comply with significant provisions set forth in
      the
      franchise agreement governing system operations. Franchises are generally
      granted for fixed terms and must be periodically renewed. Local franchising
      authorities may resist granting a renewal if either past performance or the
      prospective operating proposal is considered inadequate. Franchise authorities
      often demand concessions or other commitments as a condition to renewal. In
      some
      instances, franchises have not been renewed at expiration, and we have operated
      and are operating under either temporary operating agreements or without a
      license while negotiating renewal terms with the local franchising authorities.
      Approximately 14% of our franchises, covering approximately 15% of our analog
      video customers, were expired as of March 31, 2006. Approximately 4% of
      additional franchises, covering approximately an additional 1% of our analog
      video customers, will expire on or before December 31, 2006, if not renewed
      prior to expiration.





We
      cannot
      assure you that we will be able to comply with all significant provisions of
      our
      franchise agreements and certain of our franchisors have from time to time
      alleged that we have not complied with these agreements. Additionally, although
      historically we have renewed our franchises without incurring significant costs,
      we cannot assure you that we will be able to renew, or to renew as favorably,
      our franchises in the future. A termination of or a sustained failure to renew
      a
      franchise in one or more key markets could adversely affect our business in
      the
      affected geographic area.





***Our
      cable systems are operated under franchises that are non-exclusive. Accordingly,
      local franchising authorities can grant additional franchises and create
      competition in market areas where none existed previously, resulting in
      overbuilds, which could adversely affect results of
      operations.***





Our
      cable
      systems are operated under non-exclusive franchises granted by local franchising
      authorities. Consequently, local franchising authorities can grant additional
      franchises to competitors in the same geographic area or operate their own
      cable
      systems. In addition, certain telephone companies are seeking authority to
      operate in local communities without first obtaining a local franchise. As
      a
      result, competing operators may build systems in areas in which we hold
      franchises. In some cases municipal utilities may legally compete with us
      without obtaining a franchise from the local franchising authority.





Different
      legislative proposals have been introduced in the United States Congress and
      in
      some state legislatures that would greatly streamline cable franchising. This
      legislation is intended to facilitate entry by new competitors, particularly
      local telephone companies. Such legislation has passed in at
      least four states and one of these newly enacted statutes is
      subject to court challenge. Although various legislative proposals provide
      some regulatory relief for incumbent cable operators, these proposals are
      generally viewed as being more favorable to new entrants due to a number of
      varying factors including efforts to withhold streamlined cable franchising
      from
      incumbents until after




21




the
      expiration of their existing franchises. To the extent incumbent cable operators
      are not able to avail themselves of this streamlined franchising process, such
      operators may continue to be subject to more onerous franchise requirements
      at
      the local level than new entrants. The FCC recently initiated a proceeding
      to
      determine whether local franchising authorities are impeding the deployment
      of
      competitive cable services through unreasonable franchising requirements and
      whether such impediments should be preempted. At this time, we are not able
      to
      determine what impact such proceeding may have on us.





The
      existence of more than one cable system operating in the same territory is
      referred to as an overbuild. These overbuilds could adversely affect our growth,
      financial condition and results of operations by creating or increasing
      competition. As of March 31, 2006, we are aware of overbuild situations
      impacting approximately 13% of our estimated homes passed. Additional overbuild
      situations may occur in other systems.





***Local
      franchise authorities have the ability to impose additional regulatory
      constraints on our business, which could further increase our
      expenses.***





In
      addition to the franchise agreement, cable authorities in some jurisdictions
      have adopted cable regulatory ordinances that further regulate the operation
      of
      cable systems. This additional regulation increases the cost of operating our
      business. We cannot assure you that the local franchising authorities will
      not
      impose new and more restrictive requirements. Local franchising authorities
      also
      have the power to reduce rates and order refunds on the rates charged for basic
      services.





***Further
      regulation of the cable industry could cause us to delay or cancel service
      or
      programming enhancements or impair our ability to raise rates to cover our
      increasing costs, resulting in increased losses.***





Currently,
      rate regulation is strictly limited to the basic service tier and associated
      equipment and installation activities. However, the FCC and the U.S. Congress
      continue to be concerned that cable rate increases are exceeding inflation.
      It
      is possible that either the FCC or the U.S. Congress will again restrict the
      ability of cable system operators to implement rate increases. Should this
      occur, it would impede our ability to raise our rates. If we are unable to
      raise
      our rates in response to increasing costs, our losses would increase.





There
      has
      been considerable legislative and regulatory interest in requiring cable
      operators to offer historically bundled programming services on an á la carte
      basis or to at least offer a separately available child-friendly “Family Tier.”
It is possible that new marketing restrictions could be adopted in the future.
      Such restrictions could adversely affect our operations.





***Actions
      by pole owners might subject us to significantly increased pole attachment
      costs.***





Pole
      attachments are cable wires that are attached to poles. Cable system attachments
      to public utility poles historically have been regulated at the federal or
      state
      level, generally resulting in favorable pole attachment rates for attachments
      used to provide cable service. The FCC clarified that a cable operator’s
      favorable pole rates are not endangered by the provision of Internet access,
      and
      that approach ultimately was upheld by the Supreme Court of the United States.
      Despite the existing regulatory regime, utility pole owners in many areas are
      attempting to raise pole attachment fees and impose additional costs on cable
      operators and others. In addition, the favorable pole attachment rates afforded
      cable operators under federal law can be increased by utility companies if
      the
      operator provides telecommunications services, as well as cable service, over
      cable wires attached to utility poles. Any significant increased costs could
      have a material adverse impact on our profitability and discourage system
      upgrades and the introduction of new products and services.





***We
      may be required to provide access to our networks to other Internet service
      providers, which could significantly increase our competition and adversely
      affect our ability to provide new products and
      services.***





A
      number
      of companies, including independent Internet service providers, or ISPs, have
      requested local authorities and the FCC to require cable operators to provide
      non-discriminatory access to cable’s broadband infrastructure, so that these
      companies may deliver Internet services directly to customers over cable
      facilities. In a June 2005 ruling, commonly referred to as *Brand
      X* ,
      the
      Supreme Court upheld an FCC decision (and overruled a conflicting Ninth Circuit
      opinion) making it much less likely that any nondiscriminatory “open access”
requirements (which are generally associated with common carrier regulation
      of
“telecommunications services”) will be imposed on the cable industry by local,
      state or federal authorities. The Supreme Court held that the FCC was correct
      in
      classifying cable provided Internet service as an “information service,” rather
      than a “telecommunications service.” This




22




favorable
      regulatory classification limits the ability of various governmental authorities
      to impose open access requirements on cable-provided Internet service. Given
      how
      recently *Brand
      X* was
      decided, however, the nature of any legislative or regulatory response remains
      uncertain. The imposition of open access requirements could materially affect
      our business.





If
      we
      were required to allocate a portion of our bandwidth capacity to other Internet
      service providers, we believe that it would impair our ability to use our
      bandwidth in ways that would generate maximum revenues.





***Changes
      in channel carriage regulations could impose significant additional costs on
      us.***





Cable
      operators also face significant regulation of their channel carriage. They
      currently can be required to devote substantial capacity to the carriage of
      programming that they would not carry voluntarily, including certain local
      broadcast signals, local public, educational and government access programming,
      and unaffiliated commercial leased access programming. This carriage burden
      could increase in the future, particularly if cable systems were required to
      carry both the analog and digital versions of local broadcast signals (dual
      carriage) or to carry multiple program streams included with a single digital
      broadcast transmission (multicast carriage). Additional government-mandated
      broadcast carriage obligations could disrupt existing programming commitments,
      interfere with our preferred use of limited channel capacity and limit our
      ability to offer services that would maximize customer appeal and revenue
      potential. Although the FCC issued a decision in February 2005, confirming
      an
      earlier ruling against mandating either dual carriage or multicast carriage,
      that decision has been appealed. In addition, the FCC could reverse its own
      ruling or Congress could legislate additional carriage obligations.





**ITEM
      5. OTHER INFORMATION.**





At
      its
      meeting held on February 7, 2006, the Board of Directors of Charter approved
      the
      metrics for the 2006 Executive Bonus Plan participants. A description of the
      specific performance metrics and bonus target is attached hereto as Exhibit
      10.2.





**ITEM
      6. EXHIBITS.**





The
      index
      to the exhibits begins on page 25 of this quarterly report.





23


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      registrants have duly caused this quarterly report to be signed on their behalf
      by the undersigned, thereunto duly authorized.








RENAISSANCE
                MEDIA GROUP LLCRENAISSANCE
                MEDIA (LOUISIANA) LLCRENAISSANCE
                MEDIA (TENNESSEE) LLCDated:
                May 12, 2006
            By:CHARTER
                COMMUNICATIONS, INC.,Registrants'
                ManagerBy:
                /s/ Kevin D.
                HowardName:
                Kevin D. HowardTitle:
                Vice President and Chief Accounting Officerof
                Charter Communications, Inc. (Manager);Renaissance
                Media Group LLC; Renaissance Media(Louisiana)
                LLC; and Renaissance Media (Tennessee) LLCDated:
                May 12, 2006
            RENAISSANCE
                MEDIA CAPITAL CORPORATIONBy:
                /s/ Kevin D.
                HowardName:
                Kevin D. HowardTitle:
                Vice President and Chief Accounting Officer








24


**EXHIBIT
      INDEX**





Exhibit
              Number
            Description
                of Document3.1
            Certificate
                of Incorporation of Renaissance Media Capital Corporation and all
                amendments thereto (incorporated by reference to the Exhibit 3.1
                of the
                Registration Statement of Renaissance Media Group LLC, Renaissance
                Media
                (Louisiana) LLC, Renaissance Media (Tennessee) LLC and Renaissance
                Media
                Capital Corporation on Form S-4 filed on June 12, 1998 (File No.
                333-56679)).3.2
            By-laws
                of Renaissance Media Capital Corporation (incorporated by reference
                to the
                Exhibit 3.2 of the Registration Statement of Renaissance Media Group
                LLC,
                Renaissance Media (Louisiana) LLC,Renaissance Media (Tennessee) LLC and Renaissance Media Capital
                Corporation on Form S-4 filed on June 12, 1998 (File No. 333-56679)).3.3
            Certificate
                of Formation of Renaissance Media (Louisiana) LLC (incorporated by
                reference to the Exhibit 3.3 of the Registration Statement of Renaissance
                Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance Media
                (Tennessee) LLC and Renaissance Media Capital Corporation on Form
                S-4
                filed on June 12, 1998 (File No. 333-56679)).3.4
            Certificate
                of Formation of Renaissance Media (Tennessee) LLC (incorporated by
                reference to the Exhibit 3.5 of the Registration Statement of Renaissance
                Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance Media
                (Tennessee) LLC and Renaissance Media Capital Corporation on Form
                S-4
                filed on June 12, 1998 (File No. 333-56679)).3.5
            Certificate
                of Formation of Renaissance Media Group LLC (incorporated by reference
                to
                the Exhibit 3.7 of the Registration Statement of Renaissance Media
                Group
                LLC, Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee)
                LLC
                and Renaissance Media Capital Corporation on Form S-4 filed on June
                12,
                1998 (File No. 333-56679)).3.6
            Amended
                and Restated Limited Liability Agreement of Renaissance Media Group
                LLC,
                dated April 29, 1999 (incorporated by reference to Exhibit 3.9 of
                the
                Quarterly Report on Form 10-Q of Renaissance Media Group LLC, Renaissance
                Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC and Renaissance
                Media Capital Corporation filed on May 17, 1999 (File No. 333-56679)).3.7
            Amended
                and Restated Limited Liability Agreement of Renaissance Media (Louisiana)
                LLC, dated April 29, 1999 (incorporated by reference to Exhibit 3.10
                of
                the Quarterly Report on Form 10-Q of Renaissance Media Group LLC,
                Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee)
                LLC and
                Renaissance Media Capital Corporation filed on May 17, 1999 (File
                No.
                333-56679)).3.8
            Amended
                and Restated Limited Liability Agreement of Renaissance Media (Tennessee)
                LLC, dated April 29, 1999 (incorporated by reference to Exhibit 3.11
                of
                the Quarterly Report on Form 10-Q of Renaissance Media Group LLC,
                Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee)
                LLC and
                Renaissance Media Capital Corporation filed on May 17, 1999 (File
                No.
                333-56679)).3.9
            Amended
                and Restated Limited Liability Agreement of Renaissance Media LLC,
                dated
                April 30, 1999 (incorporated by reference to Exhibit 3.12 of the
                Quarterly
                Report on Form 10-Q of Renaissance Media Group LLC, Renaissance Media
                (Louisiana) LLC, Renaissance Media (Tennessee) LLC and Renaissance
                Media
                Capital Corporation filed on May 17, 1999 (File No.
                333-56679)).3.10
            Certificate
                of Formation of Renaissance Media LLC (incorporated by reference
                to
                Exhibit 3.4 of the annual report on Form 10-K of Renaissance Media
                Group
                LLC, Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee)
                and
                Renaissance Media Capital Corporation filed March 30, 2000 (File
                No.
                333-56679)).10.1*
            Senior
                Notes Exchange Agreement, dated March 13, 2006, by and among Charter
                Communications Operating LLC, Charter Communications Operating Capital
                Corp.,Renaissance
                Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance Media
                (Tennessee) and Renaissance Media Capital Corporation and Citadel
                Equity
                Fund Ltd.10.2+
            Description
                of Charter Communications, Inc. 2006 Executive Bonus Plan (incorporated
                by
                reference to Exhibit 10.3 on the quarterly report on Form 10-Q of
                Charter
                Communications, Inc. filed May 2, 2006 (File No.
                000-27927)).10.3+
            Retention
                Agreement dated as of January 9, 2006, by and between Paul E. Martin
                and Charter Communications, Inc. (incorporated by reference to
                Exhibit 99.1 to the current report on Form 8-K of Charter
                Communications, Inc. filed on January 10, 2006 (File
                No. 000-27927)).




25






10.4+
            Employment
                Agreement dated as of January 20, 2006 by and between Jeffrey T.
                Fisher
                and Charter Communications, Inc. (incorporated by reference to Exhibit
                10.1 to the current report on Form 8-K of Charter Communications,
                Inc.
                filed on January 27, 2006 (File No. 000-27927)).10.5+
            Employment
                Agreement dated as of February 28, 2006 by and between Michael J.
                Lovett
                and Charter Communications, Inc. (incorporated by reference to Exhibit
                99.2 to the current report on Form 8-K of Charter Communications,
                Inc.
                filed on March 3, 2006 (File No. 000-27927)).10.6+
            Separation
                Agreement of Wayne H. Davis, dated as of March 23, 2006 (incorporated
                by
                reference to Exhibit 99.1 to the current report on Form 8-K of
                Charter Communications, Inc. filed on April 6, 2006 (File No.
                000-27927)).10.7+
            Consulting
                Agreement of Wayne H. Davis, dated as of March 23, 2006 (incorporated
                by
                reference to Exhibit 99.2 to the current report on Form 8-K of Charter
                Communications, Inc. filed on April 6, 2006 (File No.
                000-27927)).31.1*
            Certificate
                of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a)
                under
                the Securities Exchange Act of 1934.31.2*
            Certificate
                of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a)
                under
                the Securities Exchange Act of 1934.32.1*
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).32.2*
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).





*
      Document attached





+
      Management compensatory plan or arrangement








26