**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 September 30, 2005


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 SEPTEMBER 30, 2005**
 
 **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
                  13Item
                      4. Controls and Procedures
                  24Part
                      II.
                  OTHER
                      INFORMATIONItem
                      1. Legal Proceedings
                  25Item
                      5. Other Information
                  25Item
                      6. Exhibits
                  25SIGNATURES
                  26EXHIBIT
                      INDEX
                  27
 
 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 nine months ended September
            30,
            2005. 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 ability to be able to provide under applicable
                      debt
                      instruments such funds (by dividend, investment or otherwise)
                      to the
                      applicable obligor of such debt;
 ·
                  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
                      and our indirect parent companies’ ability to comply with all covenants in
                      our and our indirect parent companies’ indentures, the Bridge Loan 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 obtain programming at reasonable prices or to pass
                      programming
                      cost increases on to our customers;
 ·
                  the
                      impact of hurricane Katrina 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)**
 
 
 
 **September
                      30,**
                    **2005**
                  
                  **December
                      31,**
                    **2004****(Unaudited)****ASSETS**CURRENT
                      ASSETS:Cash
                      and cash equivalents
                  
                  $
                  184
                  
                  $
                  228Accounts
                      receivable, less allowance for doubtful accounts of $373 and
                      $234,
                      respectively
                  
                  
                  680
                  
                  
                  1,764Prepaid
                      expenses and other current assets
                  
                  
                  228
                  
                  
                  155Total
                      current assets
                  
                  
                  1,092
                  
                  
                  2,147INVESTMENT
                      IN CABLE PROPERTIES:Property,
                      plant and equipment, net of accumulated depreciation of $139,718
                      and
                      $120,986, respectively
                  
                  
                  128,124
                  
                  
                  140,406Franchises,
                      net
                  
                  
                  225,353
                  
                  
                  225,445Total
                      investment in cable properties, net
                  
                  
                  353,477
                  
                  
                  365,851OTHER
                      NONCURRENT ASSETS
                  
                  
                  17
                  
                  
                  26Total
                      assets
                  
                  $
                  354,586
                  
                  $
                  368,024**LIABILITIES
                      AND MEMBER**'**S
                      EQUITY**CURRENT
                      LIABILITIES:Accounts
                      payable and accrued expenses
                  
                  $
                  19,683
                  
                  $
                  14,923Payables
                      to manager of cable systems - related parties
                  
                  
                  32,521
                  
                  
                  37,254Total
                      current liabilities
                  
                  
                  52,204
                  
                  
                  52,177LONG-TERM
                      DEBT
                  
                  
                  115,492
                  
                  
                  115,805OTHER
                      LONG-TERM LIABILITIES
                  
                  
                  1,898
                  
                  
                  2,792MEMBER'S
                      EQUITY
                  
                  
                  184,992
                  
                  
                  197,250Total
                      liabilities and member's equity
                  
                  $
                  354,586
                  
                  $
                  368,024
 
  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 September 30,**
                  
                  **Nine
                      Months Ended September 30,****2005**
                  
                  **2004**
                  
                  **2005**
                  
                  **2004**REVENUES
                  
                  $
                  25,831
                  
                  $
                  29,380
                  
                  $
                  86,392
                  
                  $
                  86,064COSTS
                      AND EXPENSES:Operating
                      (excluding depreciation and amortization)
                  
                  
                  12,691
                  
                  
                  12,196
                  
                  
                  39,901
                  
                  
                  36,180Selling,
                      general and administrative
                  
                  
                  5,936
                  
                  
                  5,982
                  
                  
                  17,899
                  
                  
                  17,465Depreciation
                      and amortization
                  
                  
                  8,448
                  
                  
                  10,015
                  
                  
                  25,862
                  
                  
                  26,720Impairment
                      of franchises
                  
                  
                  --
                  
                  
                  21,014
                  
                  
                  --
                  
                  
                  21,014Loss
                      on sale of assets, net
                  
                  
                  --
                  
                  
                  17
                  
                  
                  357
                  
                  
                  35Hurricane
                      asset retirement loss
                  
                  
                  6,395
                  
                  
                  --
                  
                  
                  6,395
                  
                  
                  -Special
                      charges, net
                  
                  
                  11
                  
                  
                  1
                  
                  
                  (32
                  )
                  
                  2,26833,481
                  
                  
                  49,225
                  
                  
                  90,382
                  
                  
                  103,682Loss
                      from operations
                  
                  
                  (7,650
                  )
                  
                  (19,845
                  )
                  
                  (3,990
                  )
                  
                  (17,618
                  )OTHER
                      EXPENSE:Interest
                      expense, net
                  
                  
                  (2,756
                  )
                  
                  (2,756
                  )
                  
                  (8,268
                  )
                  
                  (8,268
                  )Loss
                      before cumulative effectof
                      accounting change
                  
                  
                  (10,406
                  )
                  
                  (22,601
                  )
                  
                  (12,258
                  )
                  
                  (25,886
                  )Cumulative
                      effect of accounting change
                  
                  
                  --
                  
                  
                  (5,744
                  )
                  
                  --
                  
                  
                  (5,744
                  )Net
                      loss
                  
                  $
                  (10,406
                  )
                  $
                  (28,345
                  )
                  $
                  (12,258
                  )
                  $
                  (31,630
                  )
 
  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)**
 
 
 **Nine
                      Months Ended**
                    **September
                      30,****2005**
                  
                  **2004**CASH
                      FLOWS FROM OPERATING ACTIVITIES:Net
                      loss
                  
                  $
                  (12,258
                  )
                  $
                  (31,630
                  )Adjustments
                      to reconcile net loss to net cash flows from operating
                      activities:Depreciation
                      and amortization
                  
                  
                  25,862
                  
                  
                  26,720Impairment
                      of franchises
                  
                  
                  --
                  
                  
                  21,014Hurricane
                      asset retirement loss
                  
                  
                  6,395
                  
                  
                  --Special
                      charges, net
                  
                  
                  --
                  
                  
                  1,991Noncash
                      interest expense
                  
                  
                  (313
                  )
                  
                  (314
                  )Loss
                      on sale of assets, net
                  
                  
                  357
                  
                  
                  35Cumulative
                      effect of accounting change
                  
                  
                  --
                  
                  
                  5,744Changes
                      in operating assets and liabilities:Accounts
                      receivable
                  
                  
                  1,084
                  
                  
                  (552
                  )Prepaid
                      expenses and other assets
                  
                  
                  (73
                  )
                  
                  (44
                  )Accounts
                      payable, accrued expenses and other
                  
                  
                  (1,167
                  )
                  
                  923Payables
                      to related party
                  
                  
                  (6,421
                  )
                  
                  (8,339
                  )Net
                      cash flows from operating activities
                  
                  
                  13,466
                  
                  
                  15,548CASH
                      FLOWS FROM INVESTING ACTIVITIES:Purchases
                      of property, plant and equipment
                  
                  
                  (18,542
                  )
                  
                  (15,036
                  )Change
                      in accrued expenses related to capital expenditures
                  
                  
                  5,015
                  
                  
                  (515
                  )Proceeds
                      from sale of assets
                  
                  
                  17
                  
                  
                  --Net
                      cash flows from investing activities
                  
                  
                  (13,510
                  )
                  
                  (15,551
                  )NET
                      CHANGE IN CASH
                  
                  
                  (44
                  )
                  
                  (3
                  )CASH,
                      beginning of period
                  
                  
                  228
                  
                  
                  257CASH,
                      end of period
                  
                  $
                  184
                  
                  $
                  254CASH
                      PAID FOR INTEREST
                  
                  $
                  5,721
                  
                  $
                  5,721
 
 
 
 
  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; income taxes
            and
            contingencies. Actual results could differ from those estimates.
 
 *Reclassifications*
  Certain
            2004 amounts have been reclassified to conform with the 2005
            presentation.
  **2.**  **Liquidity
            and Capital Resources**
 
 The
            Company recognized a loss from operations of $7.7 million and $4.0 million
            for
            the three and nine months ended September 30, 2005, respectively, and
            $19.8
            million and $17.6 million for the three and nine months ended September
            30,
            2004, respectively. The Company's net cash flows from operating activities
            were
            $13.5 million and $15.5 million for the nine months ended September 30,
            2005 and
            2004, respectively.
 
 7
 **RENAISSANCE
                MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(DOLLARS
                IN THOUSANDS, EXCEPT WHERE INDICATED)**
 **(UNAUDITED)**
  The
            Company has historically required significant cash to fund debt service
            costs,
            capital expenditures and ongoing operations. Historically, the Company
            has
            funded these requirements through cash flows from operating activities
            and
            borrowings under the Charter Operating credit facilities. However, the
            mix of
            funding sources changes from period to period. For the nine months ended
            September 30, 2005, the Company generated $13.5 million of net cash flows
            from
            operating activities. In addition, the Company used approximately $18.5
            million
            for purchases of property, plant and equipment. The Company expects that
            cash on
            hand and cash flows from operating activities and borrowings under the
            Charter
            Operating credit facilities will be adequate to meet its cash needs in
            2005.
 
 The
            Company's long-term financing as of September 30, 2005 consists of $114.4
            million principal amount of senior discount 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 September 30, 2005,
            the
            Company's indirect parent companies have $19.0 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 and the Bridge
            Loan
            (described below) may not be sufficient to fund the Company's and its
            parent
            companies' operations and satisfy its parent companies' interest payment
            obligations that come due in 2007. It is likely that the Company’s parent
            companies will require additional funding to satisfy their debt repayment
            obligations in 2007. The Company believes that cash flows from operating
            activities and amounts available under Charter Operating credit facilities
            and
            the Bridge Loan will not be sufficient to fund its parent companies'
            operations
            and satisfy their interest and prinicpal repayment obligations thereafter.
            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.
 
 In
            October 2005, the Company’s indirect parent company, CCO Holdings, LLC ("CCO
            Holdings") and CCO Holdings Capital Corp., as guarantor thereunder, entered
            into
            a senior bridge loan agreement (the "Bridge Loan") with JPMorgan Chase
            Bank,
            N.A., Credit Suisse, Cayman Islands Branch and Deutsche Bank AG Cayman
            Islands
            Branch (the "Lenders") whereby the Lenders have committed to make loans
            to CCO
            Holdings in an aggregate amount of $600 million. CCO Holdings may draw
            upon the
            facility between January 2, 2006 and September 29, 2006 and the loans
            will
            mature on the sixth anniversary of the first borrowing under the Bridge
            Loan.
 
 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.
 
 **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 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. Such test
            resulted in a total franchise impairment of approximately $21.0 million
            during
            the third quarter of 2004. The October 1, 2005 annual impairment test
            will be
            finalized in the fourth quarter of 2005 and any impairment resulting
            from such
            test will be recorded in the fourth quarter. Franchises are aggregated
            into
            essentially inseparable asset groups to conduct the valuations. The asset
            groups
            generally represent geographic clustering of the Company's cable systems
            into
            groups by which such systems are managed. Management believes such grouping
            represents the highest and best use of those assets.
 
 8
 **RENAISSANCE
                MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(DOLLARS
                IN THOUSANDS, EXCEPT WHERE INDICATED)**
 **(UNAUDITED)**
  The
            Company's valuations, which are based on the present value of projected
            after
            tax cash flows, result in a value of property, plant and equipment, franchises,
            customer relationships and its total entity value. The value of goodwill
            is the
            difference between the total entity value and amounts assigned to the
            other
            assets.
 
 Franchises,
            for valuation purposes, are defined as the future economic benefits of
            the right
            to solicit and service potential customers (customer marketing rights),
            and the
            right to deploy and market new services such as interactivity to the
            potential
            customers (service marketing rights). Fair value is determined based
            on
            estimated discounted future cash flows using assumptions consistent with
            internal forecasts. The franchise after-tax cash flow is calculated as
            the
            after-tax cash flow generated by the potential customers obtained and
            the new
            services added to those customers in future periods. The sum of the present
            value of the franchises' after-tax cash flow in years 1 through 10 and
            the
            continuing value of the after-tax cash flow beyond year 10 yields the
            fair value
            of the franchise.
 
 Franchise
            amortization expense for the three and nine months ended September 30,
            2005 was
            $31 and $92, respectively, and franchise amortization expense for the
            three and
            nine months ended September 30, 2004 was $41 and $102, respectively,
            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 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 September
            30, 2005
            and December 31, 2004:
 
 **September
                      30,**
                    **2005**
                  
                  **December
                      31,**
                    **2004**Accounts
                      payable - trade
                  
                  $
                  1,646
                  
                  $
                  2,899Accrued
                      capital expenditures
                  
                  
                  5,592
                  
                  
                  577Accrued
                      expenses:Interest
                  
                  
                  5,244
                  
                  
                  2,384Programming
                      costs
                  
                  
                  1,137
                  
                  
                  1,116Franchise-related
                      fees
                  
                  
                  2,017
                  
                  
                  2,677State
                      sales tax
                  
                  
                  2,024
                  
                  
                  2,792Personal
                      property tax
                  
                  
                  1,213
                  
                  
                  1,182Other
                  
                  
                  810
                  
                  
                  1,296$
                  19,683
                  
                  $
                  14,923
 
 **5.**  **Long-Term
            Debt**
 
 Long-term
            debt consists of the following as of September 30, 2005 and December
            31, 2004:
 
 **September
                      30,**
                    **2005**
                  
                  **December
                      31,**
                    **2004**10%
                      senior discount notes
                  
                  $
                  114,413
                  
                  $
                  114,413Unamortized
                      net premium
                  
                  
                  1,079
                  
                  
                  1,392$
                  115,492
                  
                  $
                  115,805
 
 In
            1998,
            Renaissance Louisiana, Renaissance Tennessee and Capital Corporation
            issued
            $163.2 million principal amount at maturity of 10.000% senior discount
            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.
            The Notes
            began accruing cash interest on April 15, 2003. From and after April
            15, 2003,
            the Notes bear interest, payable
  9
 RENAISSANCE
                MEDIA GROUP LLC AND SUBSIDIARIES
 NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
 (DOLLARS
                IN THOUSANDS, EXCEPT WHERE
                INDICATED)
 (UNAUDITED)
  semi-annually
            in cash, at a rate of 10% per annum on April 15 and October 15 of each
            year,
            commencing October 15, 2003. The Company has fully and unconditionally
            guaranteed the Notes.
 
 **6.**  **Comprehensive
            Loss**
 
 Comprehensive
            loss is equal to net loss for the three and nine months ended September
            30, 2005
            and 2004.
 
 **7.**  **Hurricane
            Asset Retirement Loss**
 
 Certain
            of the Company’s cable systems in Louisiana suffered significant plant damage as
            a result of hurricane Katrina. Based on preliminary evaluations, the
            Company
            wrote off $6.4 million of its plants’ net book value and issued $3.8 million of
            credits to customers related to service outages thereby reducing revenue
            and
            accounts receivable during the nine months ended September 30, 2005.
            Insignificant amounts of other expenses were recorded related to hurricane
            Katrina.
 
 The
            Company has insurance coverage for both property and business interruption.
            The
            Company has not recorded any potential insurance recoveries as it is
            still
            assessing the damage of its plant and the extent of insurance
            coverage.
 
 **8.**  **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.**  **Contingencies**
 
 ***Securities
            Class Actions and Derivative Suits***
 
 Fourteen
            putative federal class action lawsuits (the "Federal Class Actions")
            were filed
            in 2002 against Charter and certain of its former and present officers
            and
            directors in various jurisdictions allegedly on behalf of all purchasers
            of
            Charter's securities during the period from either November 8 or November
            9,
            1999 through July 17 or July 18, 2002. Unspecified damages were sought
            by the
            plaintiffs. In general, the lawsuits alleged that Charter utilized misleading
            accounting practices and failed to disclose these accounting practices
            and/or
            issued false and misleading financial statements and press releases concerning
            Charter's operations and prospects. The Federal Class Actions were specifically
            and individually identified in public filings made by Charter prior to
            the date
            of this quarterly report. On March 12, 2003, the Panel transferred the
            six
            Federal Class Actions not filed in the Eastern District of Missouri to
            that
            district for coordinated or consolidated pretrial proceedings with the
            eight
            Federal Class Actions already pending there. The Court subsequently consolidated
            the Federal Class Actions into a single action (the "Consolidated Federal
            Class
            Action") for pretrial purposes. On August 5, 2004, the plaintiffs’
            representatives, Charter and the individual defendants who were the subject
            of
            the suit entered into a Memorandum of Understanding setting forth agreements
            in
            principle to settle the Consolidated Federal Class Action. These parties
            subsequently entered into Stipulations of Settlement dated as of January
            24,
            2005 (described more fully below) that incorporate the terms of the August
            5,
            2004 Memorandum of Understanding.
 
 On
            September 12, 2002, a shareholders derivative suit (the "State Derivative
            Action") was filed in the Circuit Court of the City of St. Louis, State
            of
            Missouri (the "Missouri State Court"), against Charter and its then current
            directors, as well as its former auditors. The plaintiffs alleged that
            the
            individual defendants breached their fiduciary duties by failing to establish
            and maintain adequate internal controls and procedures. On March 12,
            2004, an
            action substantively identical to the State Derivative Action was filed
            in
            Missouri State Court against Charter and certain of its current and former
            directors, as well as its former auditors. On July 14, 2004, the Court
            consolidated this case with the State Derivative Action.
 
 10
 **RENAISSANCE
                MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(DOLLARS
                IN THOUSANDS, EXCEPT WHERE INDICATED)**
 **(UNAUDITED)**
  Separately,
            on February 12, 2003, a shareholders derivative suit (the "Federal Derivative
            Action") was filed against Charter and its then current directors in
            the United
            States District Court for the Eastern District of Missouri. The plaintiff
            in
            that suit alleged that the individual defendants breached their fiduciary
            duties
            and grossly mismanaged Charter by failing to establish and maintain adequate
            internal controls and procedures.
 
 As
            noted
            above, Charter and the individual defendants entered into a Memorandum
            of
            Understanding on August 5, 2004 setting forth agreements in principle
            regarding
            settlement of the Consolidated Federal Class Action, the State Derivative
            Action(s) and the Federal Derivative Action (the "Actions"). Charter
            and various
            other defendants in those actions subsequently entered into Stipulations
            of
            Settlement dated as of January 24, 2005, setting forth a settlement of
            the
            Actions in a manner consistent with the terms of the Memorandum of
            Understanding. The Stipulations of Settlement, along with various supporting
            documentation, were filed with the Court on February 2, 2005. On May 23,
            2005 the United States District Court for the Eastern District of Missouri
            conducted the final fairness hearing for the Actions, and on June 30,
            2005,
            the Court issued its final approval of the settlements. Members of the
            class had
            30 days from the issuance of the June 30 order approving the settlement
            to
            file an appeal challenging the approval. Two
            notices of appeal were filed relating to the settlement .
            Those
            appeals were directed to the amount of fees that the attorneys for the
            class
            were to receive and to the fairness of the settlement. At the end of
            September
            2005, Stipulations of Dismissal were filed with the Eighth Circuit Court
            of
            Appeals resulting in the dismissal of both appeals with prejudice. Procedurally
            therefore, the settlements are final.
 
 As
            amended, the Stipulations of Settlement provide that, in exchange for
            a release
            of all claims by plaintiffs against Charter and its former and present
            officers
            and directors named in the Actions, Charter would pay to the plaintiffs
            a
            combination of cash and equity collectively valued at $144.0 million,
            which will
            include the fees and expenses of plaintiffs' counsel. Of this amount,
            $64.0
            million would be paid in cash (by Charter's insurance carriers) and the
            $80.0
            million balance was to be paid (subject to Charter's right to substitute
            cash
            therefor as described below) in shares of Charter Class A common stock
            having an
            aggregate value of $40.0 million and ten-year warrants to purchase shares
            of
            Charter Class A common stock having an aggregate warrant value of $40.0
            million,
            with such values in each case being determined pursuant to formulas set
            forth in
            the Stipulations of Settlement. However, Charter had the right, in its
            sole
            discretion, to substitute cash for some or all of the aforementioned
            securities
            on a dollar for dollar basis. Pursuant to that right, Charter elected
            to fund
            the $80.0 million obligation with 13.4 million shares of
            Charter Class
            A common stock (having an aggregate value of approximately $15.0 million
            pursuant to the formula set forth in the Stipulations of Settlement)
            with the
            remaining balance (less an agreed upon $1.6 million discount in
            respect of
            that portion allocable to plaintiffs' attorneys' fees) to be paid in
            cash. In
            addition, Charter had agreed to issue additional shares of its Class
            A common
            stock to its insurance carrier having an aggregate value of $5.0 million;
            however, by agreement with its carrier, Charter paid $4.5 million
            in cash
            in lieu of issuing such shares. Charter delivered the settlement consideration
            to the claims administrator on July 8, 2005, and it was held in
            escrow
            pending resolution of the appeals. Those appeals are now resolved. On
            July 14,
            2005, the Circuit Court for the City of St. Louis dismissed with prejudice
            the
            State Derivative Actions. The claims administrator is responsible for
            disbursing
            the settlement consideration.
 
 As
            part
            of the settlements, Charter committed to a variety of corporate governance
            changes, internal practices and public disclosures, all of which have
            already
            been undertaken and none of which are inconsistent with measures Charter
            is
            taking in connection with the recent conclusion of the SEC investigation.
 
 ***Government
            Investigations***
 
 In
            August
            2002, Charter became aware of a grand jury investigation being conducted
            by the
            U.S. Attorney's Office for the Eastern District of Missouri into certain
            of its
            accounting and reporting practices, focusing on how Charter reported
            customer
            numbers, and its reporting of amounts received from digital set-top terminal
            suppliers for advertising. The U.S. Attorney's Office publicly stated
            that
            Charter was not a target of the investigation. Charter was also advised
            by the
            U.S. Attorney's Office that no current officer or member of its board
            of
            directors was a target of the investigation. On July 24, 2003, a federal
            grand
            jury charged four former officers of Charter with conspiracy and mail
            and wire
            fraud, alleging improper accounting and reporting practices focusing
            on revenue
            from digital set-top terminal suppliers and inflated customer account
            numbers.
            Each of the indicted former officers pled guilty to single conspiracy
            counts
            related to the original mail and wire fraud charges and were sentenced
            April 22,
            2005. Charter has advised the Company that it has fully cooperated with
            the
            investigation, and following the
  11
 **RENAISSANCE
                MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(DOLLARS
                IN THOUSANDS, EXCEPT WHERE INDICATED)**
 **(UNAUDITED)**
  sentencings,
            the U.S. Attorney's Office for the Eastern District of Missouri announced
            that
            its investigation was concluded and that no further indictments would
            issue.
 
 ***Indemnification***
 
 Charter
            was generally required to indemnify, under certain conditions, each of
            the named
            individual defendants in connection with the matters described above
            pursuant to
            the terms of its bylaws and (where applicable) such individual defendants'
            employment agreements. In accordance with these documents, in connection
            with
            the grand jury investigation, a now-settled SEC investigation and the
            above-described lawsuits, some of Charter's current and former directors
            and
            current and former officers were advanced certain costs and expenses
            incurred in
            connection with their defense. On February 22, 2005, Charter filed suit
            against
            four of its former officers who were indicted in the course of the grand
            jury
            investigation. These suits seek to recover the legal fees and other related
            expenses advanced to these individuals. One of these former officers
            has
            counterclaimed against Charter alleging, among other things, that Charter
            owes
            him additional indemnification for legal fees that Charter did not pay,
            and
            another of these former officers has counterclaimed against Charter for
            accrued
            sick leave.
 
 ***Other
            Litigation***
 
 Charter
            is also party to other lawsuits and claims that arose in the ordinary
            course of
            conducting its business. In the opinion of management, after taking into
            account
            recorded liabilities, the outcome of these other 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.
 
 
  12
   **ITEM
            2. MANAGEMENT**'**S
            DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS.**
 
 Reference
            is made to "Certain Trends and Uncertainties" of this section 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, 2004.
 
 "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
            nine months ended September 30, 2005 and 2004, our loss from operations,
            which
            includes depreciation and amortization expense but excludes interest
            expense,
            was $4.0 million and $17.6 million, respectively. We had a negative operating
            margin of 5% and 20% for the nine months ended September 30, 2005 and
            2004,
            respectively. The decrease in loss from operations and negative operating
            margin
            from 2004 to 2005 was principally due to impairment of franchises of
            $21.0
            million recorded in 2004 which did not recur in 2005 offset by the hurricane
            asset retirement loss recorded in 2005.
 
 As
            of
            September 30, 2005, we own and operate cable systems serving approximately
            137,600 analog video customers. Of our 137,600 analog video customers,
            approximately 84,000 were impacted by hurricane Katrina. Through September
            and
            October, the Company has been restoring service to its impacted customers
            and,
            as of the date of this report, substantially all of its customers’ service has
            been restored. Based on preliminary estimates, customer losses related
            to
            hurricane Katrina are expected to be approximately 6,000 to 9,000 as
            a result of
            the displacement of current customers for a period of time. Through our
            broadband network of coaxial and fiber optic cable, we offer our customers
            traditional cable video programming (analog and digital, which we refer
            to as
            "video" service), high-speed cable Internet access (which we refer to
            as
            "high-speed data service") and advanced broadband cable services (such
            as video
            on demand ("VOD")).
 
 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.
 
  13
  **RESULTS
            OF OPERATIONS**
 
 ***Nine
            Months Ended September 30, 2005 Compared to Nine Months Ended September
            30,
            2004***
 
 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):
 
 **Nine
                      Months Ended September 30,****2005**
                  
                  **2004**Revenues
                  
                  $
                  86,392
                  
                  
                  100
                  %
                  $
                  86,064
                  
                  
                  100
                  %Costs
                      and expenses:Operating
                      (excluding depreciation and amortization)
                  
                  
                  39,901
                  
                  
                  46
                  %
                  
                  36,180
                  
                  
                  42
                  %Selling,
                      general and administrative
                  
                  
                  17,899
                  
                  
                  21
                  %
                  
                  17,465
                  
                  
                  20
                  %Depreciation
                      and amortization
                  
                  
                  25,862
                  
                  
                  30
                  %
                  
                  26,720
                  
                  
                  31
                  %Impairment
                      of franchises
                  
                  
                  --
                  
                  
                  --
                  
                  
                  21,014
                  
                  
                  24
                  %Loss
                      on sale of assets, net
                  
                  
                  357
                  
                  
                  --
                  
                  
                  35
                  
                  
                  --Hurricane
                      asset retirement loss
                  
                  
                  6,395
                  
                  
                  8
                  %
                  
                  --
                  
                  
                  --Special
                      charges, net
                  
                  
                  (32
                  )
                  
                  --
                  
                  
                  2,268
                  
                  
                  3
                  %90,382
                  
                  
                  105
                  %
                  
                  103,682
                  
                  
                  120
                  %Loss
                      from operations
                  
                  
                  (3,990
                  )
                  
                  (5
                  )%
                  
                  (17,618
                  )
                  
                  (20
                  )%Other
                      expense:Interest
                      expense, net
                  
                  
                  (8,268
                  )
                  
                  
                  
                  
                  (8,268
                  )Loss
                      before cumulative effectof
                      accounting change
                  
                  
                  (12,258
                  )
                  
                  
                  
                  
                  (25,886
                  )Cumulative
                      effect of accounting change
                  
                  
                  --
                  
                  
                  
                  
                  
                  (5,744
                  )Net
                      loss
                  
                  $
                  (12,258
                  )
                  
                  
                  
                  $
                  (31,630
                  )
 
 ***Revenues*** **.** Revenues
            increased $0.3 million to $86.4 million for the nine
            months ended September
            30, 2005 from $86.1 million for the nine months ended September 30, 2004.
            This
            increase is principally the result of increases in the number of high-speed
            Internet and digital video customers as well as price increases for video
            and
            high-speed Internet services, and is offset partially by $3.8 million
            of credits
            issued to hurricane Katrina impacted customers related to service outages
            and a
            decrease in analog video customers. We expect revenues to be negatively
            impacted
            for a period of time as a result of the displacement of customers by
            hurricane
            Katrina. 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 VOD, high definition television and digital
            video
            recorder service.
 
 Revenues
            by service offering were as follows (dollars in thousands):
 
 **Nine
                      Months Ended September 30,****2005**
                  
                  **2004**
                  
                  **2005
                      over 2004****Revenues**
                  
                  **%
                      of**
                    **Revenues**
                  
                  **Revenues**
                  
                  **%
                      of**
                    **Revenues**
                  
                  **Change**
                  
                  **%
                      Change**Video
                  
                  $
                  59,957
                  
                  
                  69
                  %
                  $
                  63,061
                  
                  
                  73
                  %
                  $
                  (3,104
                  )
                  
                  (5
                  )%High-speed
                      Internet
                  
                  
                  12,550
                  
                  
                  15
                  %
                  
                  10,415
                  
                  
                  12
                  %
                  
                  2,135
                  
                  
                  20
                  %Advertising
                      sales
                  
                  
                  4,949
                  
                  
                  6
                  %
                  
                  4,101
                  
                  
                  5
                  %
                  
                  848
                  
                  
                  21
                  %Commercial
                  
                  
                  2,725
                  
                  
                  3
                  %
                  
                  2,201
                  
                  
                  3
                  %
                  
                  524
                  
                  
                  24
                  %Other
                  
                  
                  6,211
                  
                  
                  7
                  %
                  
                  6,286
                  
                  
                  7
                  %
                  
                  (75
                  )
                  
                  (1
                  )%$
                  86,392
                  
                  
                  100
                  %
                  $
                  86,064
                  
                  
                  100
                  %
                  $
                  328
                  
                  
                  --
   14
  Video
            revenues consist primarily of revenues from analog and digital video
            services
            provided to our non-commercial customers. Video revenues decreased by
            $3.1
            million to $60.0 million for the nine months ended September 30, 2005
            compared
            to $63.1 million for the nine months ended September 30, 2004.
            The decrease
            was primarily the result of approximately $2.9 million of credits issued
            to
            hurricane Katrina impacted customers related to service outages and a
            decline in
            analog video customers, partially offset by price increases and an increase
            in
            digital video customers.
 
 Revenues
            from high-speed Internet services provided to our non-commercial customers
            increased $2.1 million, or 20%, from $10.4 million for the nine months
            ended
            September 30, 2004 to $12.6 million for the nine months ended September
            30,
            2005. The increase was primarily the result of an increase in high-speed
            Internet customers and an increase in the average price of the service,
            partially offset by approximately $0.9 million of credits issued to hurricane
            Katrina impacted customers related to service outages.
 
 Advertising
            sales revenues consist primarily of revenues from commercial advertising
            customers, programmers and other vendors. Advertising sales increased
            $0.8
            million, or 21%, from $4.1 million for the nine months ended September
            30, 2004
            to $4.9 million for the nine months ended September 30, 2005, primarily
            as a
            result of an increase in local advertising sales and an increase in advertising
            revenue from vendors. For the nine months ended September 30, 2005 and
            2004, we
            received $0.4 million and $0.2 million, respectively, 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 $0.5
            million, or 24%, from $2.2 million for the nine months ended September
            30, 2004
            to $2.7 million for the nine months ended September 30, 2005, 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 decreased $0.1 million, or 1%,
            from $6.3
            million for the nine months ended September 30, 2004 to $6.2 million
            for the
            nine months ended September 30, 2005. The decrease was primarily the
            result of a
            decrease in late payment fees.
 
 ***Operating
            Expenses*** **.** Operating expenses increased by $3.7 million, or 10%, from $36.2 million
            for the
            nine months ended September 30, 2004 to $39.9 million for the nine months
            ended
            September 30, 2005. Programming costs included in the accompanying condensed
            consolidated statements of operations were $24.3 million and $23.1 million,
            representing 27% and 22% of total costs and expenses for the nine months
            ended
            September 30, 2005 and 2004, respectively. Key expense components as
            a
            percentage of revenues were as follows (dollars in thousands):
 
 **Nine
                      Months Ended September 30,****2005**
                  
                  **2004**
                  
                  **2005
                      over 2004****Expenses**
                  
                  **%
                      of**
                    **Revenues**
                  
                  **Expenses**
                  
                  **%
                      of**
                    **Revenues**
                  
                  **Change**
                  
                  **%
                      Change**Programming
                  
                  $
                  24,341
                  
                  
                  28
                  %
                  $
                  23,111
                  
                  
                  27
                  %
                  $
                  1,230
                  
                  
                  5
                  %Service
                  
                  
                  13,467
                  
                  
                  16
                  %
                  
                  11,321
                  
                  
                  13
                  %
                  
                  2,146
                  
                  
                  19
                  %Advertising
                      sales
                  
                  
                  2,093
                  
                  
                  2
                  %
                  
                  1,748
                  
                  
                  2
                  %
                  
                  345
                  
                  
                  20
                  %$
                  39,901
                  
                  
                  46
                  %
                  $
                  36,180
                  
                  
                  42
                  %
                  $
                  3,721
                  
                  
                  10
                  %
 
 Programming
            costs consist primarily of costs paid to programmers for analog, premium,
            digital channels and pay-per-view programming. The increase in programming
            costs
            of $1.2 million, or 5%, for the nine months ended September 30, 2005
            over the
            nine months ended September 30, 2004 was a result of price increases,
            particularly in sports programming and an increase in digital video customers,
            partially offset by reductions in programming costs of $1 million related
            to
            hurricane Katrina service outages and decreases in analog video customers.
            Programming costs were offset by the amortization of payments received
            from
            programmers in support of launches of new channels of $0.8 million and
            $1.3
            million for the nine months ended September 30, 2005 and 2004, 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
  15
  programming.
            We expect that programming costs will increase in the fourth quarter
            of 2005 at
            a higher rate than in the first nine months of 2005. These costs will
            be
            determined in part on the outcome of programming negotiations in the
            fourth
            quarter of 2005 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 of $2.1
            million, or 19%, resulted primarily from increased labor and maintenance
            costs
            to support our infrastructure, increased equipment maintenance and higher
            fuel
            prices. Advertising sales expenses consist of costs related to traditional
            advertising services provided to advertising customers, including salaries,
            benefits and commissions. The increase in advertising sales of $0.3 million,
            or
            20%, was a result of an increase in salaries and commissions.
 
 ***Selling,
            General and Administrative Expenses*** **.** Selling,
            general and administrative expenses increased by $0.4 million, or 2%,
            from $17.5
            million for the nine months ended September 30, 2004 to $17.9 million
            for the
            nine months ended September 30, 2005. Key components of expense as a
            percentage
            of revenues were as follows (dollars in thousands):
 
 **Nine
                      Months Ended September 30,****2005**
                  
                  **2004**
                  
                  **2005
                      over 2004****Expenses**
                  
                  **%
                      of**
                    **Revenues**
                  
                  **Expenses**
                  
                  **%
                      of**
                    **Revenues**
                  
                  **Change**
                  
                  **%
                      Change**General
                      and administrative
                  
                  $
                  16,021
                  
                  
                  19
                  %
                  $
                  15,596
                  
                  
                  18
                  %
                  $
                  425
                  
                  
                  3
                  %Marketing
                  
                  
                  1,878
                  
                  
                  2
                  %
                  
                  1,869
                  
                  
                  2
                  %
                  
                  9
                  
                  
                  --$
                  17,899
                  
                  
                  21
                  %
                  $
                  17,465
                  
                  
                  20
                  %
                  $
                  434
                  
                  
                  2
                  %
 
 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 increase in general and administrative
            expenses
            of $0.4 million, or 3%, resulted primarily from increases in management
            fees of
            $0.6 million associated with consulting services related to increased
            emphasis
            on improved service levels.
 
 Marketing
            expenses remained unchanged at $1.9 million for the nine months ended
            September
            30, 2005 and 2004.
 
 ***Depreciation
            and Amortization*** **.** Depreciation and amortization expense decreased by $0.9 million, or 3%,
            from
            $26.7 million for the nine months ended September 30, 2004 to $25.9 million
            for
            the nine months ended September 30, 2005. The decrease in depreciation
            was
            related to an increase in the amount of fully depreciated assets offset
            by an
            increase in capital expenditures.
 
 ***Impairment
            of Franchises.*** We
            performed an impairment assessment during the third quarter 2004. The
            use of
            lower projected growth rates and the resulting revised estimates of future
            cash
            flows in our valuation, primarily as a result of increased competition,
            led to
            the recognition of a $21.0 million impairment charge for the nine months
            ended
            September 30, 2004.
 
 ***Loss
            on Sale of Assets, Net.*** Loss
            on
            sale of assets of $0.4 million and $35 thousand for the nine months ended
            September 30, 2005 and 2004, respectively, represents losses realized
            on the
            disposal of fixed assets.
 
 ***Hurricane
            Asset Retirement Loss.*** Hurricane
            asset retirement loss represents the loss associated with the write-off
            of the
            net book value of assets destroyed by hurricane Katrina in the third
            quarter of
            2005.
 
 ***Special
            Charges, Net.*** ** Reversal
            of ** special
            charges of $32 thousand for the nine months ended September 30, 2005
            represents an
            agreed
            upon cash discount on settlement of the consolidated Federal Class Action
            and
            Federal Derivative Action .
            See "—
            Legal Proceedings." Special charges of $2.3 million for the nine months
            ended
            September 30, 2004 represents approximately $2.1 million as part of the
            terms
            set forth in memoranda of understanding regarding settlement of the consolidated
            Federal Class Action and Federal Derivative Action and approximately
            $0.2
            million
  16
  of
            litigation costs related to the tentative settlement of the South Carolina
            national class action suit, which settlements are subject to final documentation
            and court approval.
 
 ***Interest
            Expense, Net.*** Interest
            expense remained unchanged at $8.3 million for
            the nine
            months ended September 30, 2005 and 2004.
 
 ***Net
            Loss.*** Net loss
            decreased to $12.3 million for
            the nine
            months ended September 30, 2005 from $31.6 million for
            the nine
            months ended September 30, 2004 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**
 
 Our
            business requires significant cash to fund debt service costs, capital
            expenditures and ongoing operations. We have historically funded these
            requirements through cash flows from operating activities. However, the
            mix of
            funding sources changes from period to period. For the nine months ended
            September 30, 2005, we generated $13.5 million of net cash flows from
            operating
            activities. During 2005, we expect to fund our liquidity and capital
            requirements primarily through cash on hand, cash flows from operating
            activities and borrowings under the Charter Communications Operating,
            LLC
            ("Charter Operating") credit facilities.
 
 The
            principal amount of our senior notes was $114.4 million as of September
            30,
            2005. Since
            October 15, 2003, interest on the notes is payable semi-annually in arrears
            in
            cash at a rate of 10% per year. On April 15, 2003, the notes became redeemable
            at the option of the issuers thereof, in whole or in part, initially
            at 105% of
            their principal amount at maturity, plus accrued interest, declining
            to 100% of
            the principal amount at maturity, plus accrued interest, on or after
            April 15,
            2006. 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
            2004 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
            borrowings under the Charter Operating credit facilitieswill 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 September 30, 2005,
            our
            indirect parent companies have $19.0 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 and bridge loan, discussed
            below,
            may not be sufficient to fund our and our parent companies' operations
            and
            satisfy our parent companies' interest payment obligations that come
            due in
            2007. It is likely that our parent companies will require additional
            funding to
            satisfy their debt repayment obligations in 2007. We believe that cash
            flows
            from operating activities and amounts available under Charter Operating
            credit
            facilities and the bridge loan amounts will not be sufficient to fund
            our parent
            companies' operations and satisfy their interest and principal repayment
            obligations thereafter. 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.
 
 In
            October 2005, our indirect parent company, CCO Holdings, LLC ("CCO Holdings")
            and CCO Holdings Capital Corp., as guarantor thereunder, entered into
            a senior
            bridge loan agreement (the "Bridge Loan") with JPMorgan Chase Bank, N.A.,
            Credit
            Suisse, Cayman Islands Branch and Deutsche Bank AG Cayman Islands Branch
            (the
            "Lenders") whereby the Lenders have committed to make loans to CCO Holdings
            in
            an aggregate amount of $600
  17
  million.
            CCO Holdings may draw upon the facility between January 2, 2006 and September
            29, 2006 and the loans will mature on the sixth anniversary of the first
            borrowing under the Bridge Loan.
 
 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.
 
 Although
            Paul G. Allen, Charter's principal shareholder, and his affiliates have
            purchased equity from Charter and Charter Holdco in the past, there is
            no
            obligation for Mr. Allen or his affiliates to purchase equity or contribute
            or
            lend funds to us or to our indirect parent companies or subsidiaries
            in the
            future.
 
 **Historical
            Operating, Financing and Investing Activities**
 
 We
            held
            $0.2 million in cash and cash equivalents as of September 30, 2005 and
            December
            31, 2004.
 
 ***Operating
            Activities*** *.* Net
            cash
            provided by operating activities for the nine months ended September
            30, 2005
            and 2004 was $13.5 million and $15.5 million, respectively. Operating
            activities
            provided $2.1 million less cash during the nine months ended September
            30, 2005
            compared to the corresponding period in 2004, primarily as a result of
            changes
            in operating assets and liabilities that used $1.4 million less cash
            during the
            nine months ended September 30, 2005 compared to the corresponding period
            in
            2004.
 
 ***Investing
            Activities.*** ** Net
            cash
            used in investing activities for the nine months ended September 30,
            2005 and
            2004 was $13.5 million and $15.6 million, respectively. Investing activities
            used $2.0 million less cash during the nine months ended September 30,
            2005
            compared to the corresponding period in 2004, primarily as a result of
            an
            increase in our accrued expenses related to capital expenditures.
 
 **Capital
            Expenditures**
 
 We
            have
            significant ongoing capital expenditure requirements. Capital expenditures
            were
            $18.5 million and $15.0 million for the nine months ended September 30, 2005 and
            2004,
            respectively. Capital expenditures increased as a result of increased
            spending
            on support capital related to our investment in service improvements,
            scalable
            infrastructure related to VOD and capital costs associated with replacing
            plant
            and equipment related to hurricane Katrina.
 
 Upgrading
            our cable systems has enabled us to offer digital television, high-speed
            Internet services, VOD, interactive services, additional channels and
            tiers, and
            expanded pay-per-view options to a larger customer base. Our capital
            expenditures are funded primarily from cash flows from operating activities.
            In
            addition, during the nine
            months ended September
            30, 2005 and
            2004 ,
            our
            liabilities related to capital expenditures increased $5.0 million and
            decreased
            by $0.5 million, respectively.
 
 18
  Capital
            expenditures are expected to increase in 2005 compared to 2004 as a result
            of
            the deployment of advanced digital set-top terminals and capital expenditures
            to
            continue to replace plant and equipment destroyed in hurricane Katrina.
            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 2005
            primarily from cash flows from operating activities and borrowings under
            the
            Charter Operating credit facilities.
 
 **CERTAIN
            TRENDS AND UNCERTAINTIES**
 
 The
            following discussion highlights a number of trends and uncertainties,
            in
            addition to those discussed elsewhere in this quarterly report and in
            Item 7.
            "Management's Discussion and Analysis of Financial Condition and Results
            of
            Operations" in our 2004 Annual Report on Form 10-K, that could materially
            impact
            our business, results of operations and financial condition.
 
 ***Restrictive
            Covenants*** *.* The
            indenture governing our notes contains a number of significant covenants
            that
            could adversely impact our business. In particular, our indenture restricts
            our
            and our subsidiaries' ability to:
 
 ·
                  incur
                      additional debt;·
                  repurchase
                      or redeem equity interests and debt;·
                  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
            "—
            Liquidity and Capital Resources."
 
 ***Liquidity*** **.** Our
            business requires significant cash to fund debt service costs, capital
            expenditures and ongoing operations. Our ongoing operations will depend
            on our
            ability to generate cash and to secure financing in the future. We have
            historically funded liquidity and capital requirements through cash flows
            from
            operating activities.
 
 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. Although Mr. Allen and his affiliates have purchased
            equity from Charter and Charter Holdco in the past, there is no obligation
            for
            Mr. Allen or his affiliates to purchase equity or contribute or lend
            funds to us
            or to our indirect parent companies or subsidiaries in the future.
 
 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.
 
 For
            more
            information, see the section above entitled "— Liquidity and Capital
            Resources."
 
 19
  ***Parent
            Company Liquidity Concerns*** .
            Our
            long-term financing as of September 30, 2005 consists of $114.4 million
            principal amount of senior discount 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 September 30, 2005, our parent companies have $19.0 billion
            of
            debt and may incur additional debt in the future. Cash flows from operating
            activities and amounts available under Charter Operating credit facilities
            and
            the Bridge Loan may not be sufficient to fund our and our parent companies'
            operations and satisfy our parent companies' interest payment obligations
            that
            come due in 2007. It is likely that our parent companies will require
            additional
            funding to satisfy their debt repayment obligations in 2007. We believe
            that
            cash flows from operating activities and amounts available under Charter
            Operating credit facilities and the Bridge Loan will not be sufficient
            to fund
            our parent companies' operations and satisfy their interest and principal
            repayment obligations thereafter. Each of our indirect parent companies'
            debt
            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.
 
 ***Securities
            Litigation.*** A
            number
            of putative federal class action lawsuits were filed in 2002 against
            Charter and
            certain of its former and present officers and directors alleging violations
            of
            securities laws, which have been consolidated for pretrial purposes.
            In
            addition, a number of shareholder derivative lawsuits were filed against
            Charter
            in the same and other jurisdictions. A shareholders derivative suit was
            filed in
            the U.S. District Court for the Eastern District of Missouri against
            Charter and
            its then current directors. Also, three shareholders derivative suits
            were filed
            in Missouri state court against Charter, its then current directors and
            its
            former independent auditor. These state court actions have been consolidated.
            The federal shareholders derivative suit and the consolidated derivative
            suit
            each alleged that the defendants breached their fiduciary duties.
 
 Charter
            entered into Stipulations of Settlement setting forth proposed terms
            of
            settlement for the above-described class actions and derivative suits.
            On
            May 23, 2005 the United States District Court for the Eastern
            District of
            Missouri conducted the final fairness hearing for the Actions, and on
            June 30, 2005, the Court issued its final approval of the settlements.
            Members of the class had 30 days from the issuance of the June 30
            order
            approving the settlement to file an appeal challenging the approval.
            Two notices
            of appeal were filed relating to the settlement. Those appeals were directed
            to
            the amount of fees that the attorneys for the class were to receive and
            to the
            fairness of the settlement. At the end of September 2005, Stipulations
            of
            Dismissal were filed with the Eighth Circuit Court of Appeals resulting
            in the
            dismissal of both appeals with prejudice. Procedurally therefore, the
            settlements are final. See "Part II, Item 1. Legal Proceedings."
 
 ***Competition.*** 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 direct
            broadcast satellite television services, also known as 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
            Charter, 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
            population density and that our systems serve a higher concentration
            of such
            areas than those of other major cable service providers.
 
 20
  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 will enable them to begin providing video services, as
            well as
            high-bandwidth Internet access services, to residential and business
            customers.
            Some of these telephone companies have obtained, and are now seeking,
            franchises
            or alternative authorizations that are less burdensome than existing
            Charter
            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 data
            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 "dial-up" and digital subscriber line technology,
            also known
            as DSL. 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 telephone offerings, we will face
            considerable competition from established telephone companies.
 
 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 an adverse effect on our business and financial
            results.
 
 Mergers,
            joint ventures and alliances among franchised, wireless or private cable
            operators, satellite television providers, telephone companies and others,
            and
            the repeal of certain ownership rules 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.
  ***Long-Term
            Indebtedness - Change of Control Payments*** *.* 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.
 
 ***Services.*** We
            expect
            that a substantial portion of our near-term growth will be achieved through
            revenues from high-speed Internet services, digital video, bundled service
            packages, and to a lesser extent various commercial services that take
            advantage
            of cable's broadband capacity. We may not be able to offer these advanced
            services successfully to our customers or provide adequate customer service
            and
            these advanced services may not generate adequate revenues. Also, if
            the vendors
            we use for these services are not financially viable over time, we may
            experience disruption of service and incur costs to find alternative
            vendors. In
            addition, the technology involved in our product and service offerings
            generally
            requires that we have permission to use intellectual property and that
            such
            property not infringe on rights claimed by others. If it is determined
            that the
            product or service being utilized infringes on the rights of others,
            we may be
            sued or be precluded from using the technology.
 
 ***Increasing
            Programming Costs.*** 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 would
            have an
            adverse impact on our cash flow and operating margins. As measured by
            programming costs, and excluding premium services (substantially all
            of which
            were renegotiated and renewed in 2003), as of September 30, 2005 approximately
            9% of Charter's current programming contracts were expired, and approximately
            another 20% are scheduled to expire at or before the end of 2005. There
            can be
            no assurance that these agreements will be renewed on favorable or comparable
            terms. 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.
 
 21
  ***Notes
            Price Volatility*** *.* The
            market price of our and our indirect parent companies' publicly traded
            notes has
            been and is likely to continue to be highly volatile. We expect that
            the price
            of these securities may fluctuate in response to various factors, including
            the
            factors described in this section and various other factors, which may
            be beyond
            our control. These factors beyond our control could include: financial
            forecasts
            by securities analysts; new conditions or trends in the cable or
            telecommunications industry; general economic and market conditions and
            specifically, conditions related to the cable or telecommunications industry;
            any change in our debt ratings; the development of improved or competitive
            technologies; the use of new products or promotions by us or our competitors;
            changes in accounting rules or interpretations; and new regulatory legislation
            adopted in the United States.
 
 In
            addition, the securities market in general, and the market for cable
            television
            securities in particular, have experienced significant price fluctuations.
            Volatility in the market price for companies may often be unrelated or
            disproportionate to the operating performance of those companies. These
            broad
            market and industry factors may seriously harm the market price of our
            notes,
            regardless of our operating performance. In the past, securities litigation
            has
            often commenced following periods of volatility in the market price of
            a
            company's securities, and several purported class action lawsuits were
            filed
            against Charter in 2001 and 2002, following a decline in its stock price.
 
 ***Economic
            Slowdown; Global Conflict*** **.** It is
            difficult to assess the impact that the general economic slowdown and
            global
            conflict will have on future operations. However, the economic slowdown
            has
            resulted and could continue to result in reduced spending by customers
            and
            advertisers, which could reduce our revenues, and also could affect our
            ability
            to collect accounts receivable and maintain customers. Reductions in
            operating
            revenues would likely negatively affect our ability to make expected
            capital
            expenditures and could also result in our inability to meet our obligations
            under our financing agreements. These developments could also have a
            negative
            impact on our financing and variable interest rate agreements through
            disruptions in the market or negative market conditions.
 
 ***Regulation
            and Legislation*** **.** Cable
            system operations are extensively regulated at the federal, state, and
            local
            level, including rate regulation of basic service and equipment and municipal
            approval of franchise agreements and their terms, such as franchise requirements
            to upgrade cable plant and meet specified customer service standards.
            Additional
            legislation and regulation is always possible. In fact, there has been
            legislative activity at the state level to streamline cable franchising
            and
            there is proposed legislation in the United States Congress to overhaul
            traditional communications regulation and cable franchising.
 
 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 within 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 on February 10, 2005 confirming
            an
            earlier ruling against mandating either dual carriage or multicast carriage,
            that decision has been appealed. In addition, the FCC could modify its
            position
            or Congress could legislate additional carriage obligations.
 
 Over
            the
            past several years, proposals have been advanced that would require cable
            operators offering Internet service to provide non-discriminatory access
            to
            their networks to competing Internet service providers. In a June 2005
            ruling,
            commonly referred to as *Brand
            X* ,
            the
            Supreme Court upheld an FCC decision making it less likely that any
            non-discriminatory "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
            favorable regulatory classification limits the ability of various governmental
            authorities to impose open access requirements on cable-provided Internet
            service. Given the recency of the *Brand
            X* decision,
            however, the nature of any legislative or regulatory response remains
            uncertain.
            The imposition of open access requirements could materially affect our
            business.
 
 **CONTINGENCIES**
 
 **Securities
            Class Actions and Derivative Suits.** Fourteen
            putative federal class action lawsuits (the "Federal Class Actions")
            were filed
            in 2002 against Charter, our manager and indirect parent, and certain
            of its
            former and present
  22
  officers
            and directors in various jurisdictions allegedly on behalf of all purchasers
            of
            Charter's securities during the period from either November 8 or November
            9,
            1999 through July 17 or July 18, 2002. Unspecified damages were sought
            by the
            plaintiffs. In general, the lawsuits alleged that Charter utilized misleading
            accounting practices and failed to disclose these accounting practices
            and/or
            issued false and misleading financial statements and press releases concerning
            Charter's operations and prospects. The Federal Class Actions were specifically
            and individually identified in public filings made by Charter prior to
            the date
            of this quarterly report. On March 12, 2003, the Panel transferred the
            six
            Federal Class Actions not filed in the Eastern District of Missouri to
            that
            district for coordinated or consolidated pretrial proceedings with the
            eight
            Federal Class Actions already pending there. The Court subsequently consolidated
            the Federal Class Actions into a single action (the "Consolidated
            Federal
            Class Action") for pretrial purposes. On August 5, 2004,
            the
            plaintiffs’ representatives, Charter and the individual defendants who were the
            subject of the suit entered into a Memorandum of Understanding setting
            forth
            agreements in principle to settle the Consolidated Federal Class Action.
            These parties subsequently entered into Stipulations of Settlement dated
            as of
            January 24, 2005 (described more fully below) that incorporate
            the terms of
            the August 5, 2004 Memorandum of Understanding.
 
 On
            September 12, 2002, a shareholders derivative suit (the "State Derivative
            Action") was filed in the Circuit Court of the City of St. Louis, State
            of
            Missouri (the "Missouri State Court"), against Charter and its then current
            directors, as well as its former auditors. The plaintiffs alleged that
            the
            individual defendants breached their fiduciary duties by failing to establish
            and maintain adequate internal controls and procedures.
 
 On
            March 12, 2004, an action substantively identical to the State
            Derivative
            Action was filed in Missouri State Court against Charter and certain
            of its
            current and former directors, as well as its former auditors. On July 14,
            2004, the Court consolidated this case with the State Derivative Action.
 
 Separately,
            on February 12, 2003, a shareholders derivative suit (the "Federal Derivative
            Action"), was filed against Charter and its then current directors in
            the United
            States District Court for the Eastern District of Missouri. The plaintiff
            in
            that suit alleged that the individual defendants breached their fiduciary
            duties
            and grossly mismanaged Charter by failing to establish and maintain adequate
            internal controls and procedures.
 
 As
            noted
            above, Charter and the individual defendants entered into a Memorandum
            of
            Understanding on August 5, 2004 setting forth agreements in principle
            regarding settlement of the Consolidated Federal Class Action,
            the State
            Derivative Action(s) and the Federal Derivative Action (the "Actions").
            Charter
            and various other defendants in those actions subsequently entered into
            Stipulations of Settlement dated as of January 24, 2005, setting
            forth a
            settlement of the Actions in a manner consistent with the terms of the
            Memorandum of Understanding. The Stipulations of Settlement, along with
            various
            supporting documentation, were filed with the Court on February 2,
            2005. On
            May 23, 2005 the United States District Court for the Eastern
            District of
            Missouri conducted the final fairness hearing for the Actions, and on
            June 30, 2005, the Court issued its final approval of the settlements.
            Members of the class had 30 days from the issuance of the June 30
            order
            approving the settlement to file an appeal challenging the approval.
            Two notices
            of appeal were filed relating to the settlement. Those appeals were directed
            to
            the amount of fees that the attorneys for the class were to receive and
            to the
            fairness of the settlement. At the end of September 2005, Stipulations
            of
            Dismissal were filed with the Eighth Circuit Court of Appeals resulting
            in the
            dismissal of both appeals with prejudice. Procedurally therefore, the
            settlements are final.
 
 As
            amended, the Stipulations of Settlement provide that, in exchange for
            a release
            of all claims by plaintiffs against Charter and its former and present
            officers
            and directors named in the Actions, Charter would pay to the plaintiffs
            a
            combination of cash and equity collectively valued at $144.0 million,
            which will
            include the fees and expenses of plaintiffs' counsel. Of this amount,
            $64.0
            million would be paid in cash (by Charter's insurance carriers) and the
            $80.0
            million balance was to be paid (subject to Charter's right to substitute
            cash
            therefor as described below) in shares of Charter Class A common stock
            having an
            aggregate value of $40.0 million and ten-year warrants to purchase shares
            of
            Charter Class A common stock having an aggregate warrant value of $40.0
            million,
            with such values in each case being determined pursuant to formulas set
            forth in
            the Stipulations of Settlement. However, Charter had the right, in its
            sole
            discretion, to substitute cash for some or all of the aforementioned
            securities
            on a dollar for dollar basis. Pursuant to that right, Charter elected
            to fund
            the $80.0 million obligation with 13.4 million shares of
            Charter Class
            A common stock (having an aggregate value of approximately $15.0 million
            pursuant to the formula set forth in the Stipulations of Settlement)
            with the
            remaining balance (less an agreed upon $1.6 million discount in
            respect of
            that portion allocable to plaintiffs' attorneys' fees) to be paid in
            cash. In
            addition, Charter had agreed to issue additional shares of its Class
            A common
            stock to its insurance carrier having an aggregate value of $5.0 million;
            however, by agreement with its carrier, Charter paid $4.5 million
            in cash
            in lieu of issuing such shares. Charter delivered the settlement consideration
            to the claims administrator on July 8, 2005, and it was held in
            escrow
  23
  pending
            resolution of the appeals. Those appeals are now resolved. On July 14,
            2005, the
            Circuit Court for the City of St. Louis dismissed with prejudice the
            State
            Derivative Actions. The
            claims administrator is responsible for disbursing the settlement
            consideration.
 
 As
            part
            of the settlements, Charter committed to a variety of corporate governance
            changes, internal practices and public disclosures, all of which have
            already
            been undertaken and none of which are inconsistent with measures Charter
            is
            taking in connection with the recent conclusion of the SEC investigation.
 
 **Government
            Investigations** .
            In
            August 2002, Charter became aware of a grand jury investigation being
            conducted
            by the U.S. Attorney's Office for the Eastern District of Missouri into
            certain
            of its accounting and reporting practices, focusing on how Charter reported
            customer numbers, and its reporting of amounts received from digital
            set-top
            terminal suppliers for advertising. The U.S. Attorney's Office publicly
            stated
            that Charter was not a target of the investigation. Charter was also
            advised by
            the U.S. Attorney's Office that no current officer or member of its board
            of
            directors was a target of the investigation. On July 24, 2003, a federal
            grand
            jury charged four former officers of Charter with conspiracy and mail
            and wire
            fraud, alleging improper accounting and reporting practices focusing
            on revenue
            from digital set-top terminal suppliers and inflated customer account
            numbers.
            Each of the indicted former officers pled guilty to single conspiracy
            counts
            related to the original mail and wire fraud charges and were sentenced
            April 22,
            2005. Charter has advised us that it has fully cooperated with the
            investigation, and following the sentencings, the U.S. Attorney's Office
            for the
            Eastern District of Missouri announced that its investigation was concluded
            and
            that no further indictments would issue.
 
 **Indemnification.** Charter
            was generally required to indemnify, under certain conditions, each of
            the named
            individual defendants in connection with the matters described above
            pursuant to
            the terms of its bylaws and (where applicable) such individual defendants'
            employment agreements. In accordance with these documents, in connection
            with
            the grand jury investigation, a now-settled SEC investigation and the
            above-described lawsuits, some of Charter's current and former directors
            and
            current and former officers were advanced certain costs and expenses
            incurred in
            connection with their defense. On February 22, 2005, Charter filed suit
            against
            four of its former officers who were indicted in the course of the grand
            jury
            investigation. These suits seek to recover the legal fees and other related
            expenses advanced to these individuals. One of these former officers
            has
            counterclaimed against Charter alleging, among other things, that Charter
            owes
            him additional indemnification for legal fees that Charter did not pay,
            and
            another of these former officers has counterclaimed against Charter for
            accrued
            sick leave.
 
 **Other
            Litigation.** Charter
            is also party to other lawsuits and claims that arose in the ordinary
            course of
            conducting its business. In the opinion of management, after taking into
            account
            recorded liabilities, the outcome of these other lawsuits and claims
            are not
            expected to have a material adverse effect on our consolidated financial
            condition, results of operations or our liquidity.
 
 **ITEM
            4. CONTROLS AND PROCEDURES.**
 
 As
            of the
            end of the period covered by this report, management, including our Chief
            Executive Officer and Interim 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 Interim 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 September 30, 2005 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.
  24
  **PART
            II. OTHER INFORMATION.**
 
 **ITEM
            1. LEGAL PROCEEDINGS.**
 
 In
            addition to those matters disclosed under the heading "Contingencies"
            of Part I,
            Item 2. "Management's Discussion and Analysis of Financial Condition
            and Results
            of Operations", we are involved from time to time in routine legal matters
            and
            other claims incidental to our business. We believe that the resolution
            of such
            routine matters and other incidental claims, taking into account established
            reserves and insurance, will not have a material adverse impact on our
            consolidated financial position or results of operations.
 
 **ITEM
            5. OTHER INFORMATION.**
 
 Charter
            entered into an employment agreement with Sue Ann R. Hamilton, Executive
            Vice
            President, Programming, as of October 31, 2005. This agreement sets forth
            the
            terms under which Ms. Hamilton will serve as an executive of Charter.
            The term
            of this agreement is two years from the date of the agreement.
 
 The
            agreement provides that Ms. Hamilton shall be employed in an executive
            capacity
            to perform such duties as are assigned or delegated by the President
            and Chief
            Executive Officer or the designee thereof. She shall be eligible to participate
            in Charter's incentive bonus plan that applies to senior executives,
            stock
            option plan and to receive such employee benefits as are available to
            other
            senior executives. In the event that Ms. Hamilton is terminated by Charter
            without "cause" or for "good reason termination," as those terms are
            defined in
            the employment agreement, Ms. Hamilton will receive her salary for the
            remainder
            of the term of the agreement or twelve months salary, whichever is greater;
            a
            pro rata bonus for the year of termination; twelve months of COBRA payments;
            and
            the vesting of options and restricted stock for as long as severance
            payments
            are made. The employment agreement contains a one-year, non-compete provision
            (or until the end of the term of the agreement, if longer) in a "competitive
            business," as such term is defined in the agreement, and two-year
            non-solicitation clauses. The agreement provides that Ms. Hamilton's
            salary
            shall be $371,800.
 
 The
            full
            text of Ms. Hamilton's employment agreement is filed herewith as Exhibit
            10.7.
 
 **ITEM
            6. EXHIBITS.**
 
 The
            index
            to the exhibits begins on page 27 of this quarterly report.
 
  25
  **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:
                      November 10, 2005
                  By:CHARTER
                      COMMUNICATIONS, INC.,Registrants'
                      ManagerBy:
                      /s/ Paul E.
                      MartinName:
                      Paul E. MartinTitle:
                      Senior Vice President, Interim Chief Financial Officer,Principal
                      Accounting Officerand
                      Corporate Controller(Principal
                      Financial Officer and Principal Accounting Officer)of
                      Charter Communications, Inc. (Manager);Renaissance
                      Media Group LLC; Renaissance Media(Louisiana)
                      LLC; and Renaissance Media (Tennessee) LLCDated:
                      November 10, 2005
                  RENAISSANCE
                      MEDIA CAPITAL CORPORATIONBy:
                      /s/ Paul E.
                      MartinName:
                      Paul E. MartinTitle:
                      Senior Vice President, Interim Chief Financial Officer,Principal
                      Accounting Officerand
                      Corporate Controller(Principal
                      Financial Officer and Principal Accounting Officer)
 
 
  26
  **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)).4.1
                    Indenture
                        dated as of April 9, 1998, by and among Renaissance Media
                        (Louisiana) LLC,
                        Renaissance Media (Tennessee) LLC, Renaissance Media Capital
                        Corporation,
                        Renaissance Media Group LLC and United States Trust Company
                        of New York,
                        as Trustee (incorporated by reference to the Exhibit 4.1
                        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)).10.1+
                    Amendment
                        No. 7 to the Charter Communications, Inc. 2001 Stock
                        Incentive Plan
                        effective August 23, 2005 (incorporated by reference
                        to Exhibit
                        10.43(h) to the registration statement on Form S-1 of Charter
                        Communications, Inc. filed on October 5, 2005 (File No.
                        333-128828)).10.2+
                    Restricted
                        Stock Agreement, dated as of July 13, 2005, by and
                        between
                        Robert P. May and Charter
  27
   Communications,
                      Inc.
                      (incorporated by reference to Exhibit 99.1 to the current
                      report on
                      Form 8-K of Charter Communications, Inc. filed July 13,
                      2005
                      (File No. 000-27927)).10.3+
                    Restricted
                        Stock Agreement, dated as of July 13, 2005, 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 July 13, 2005 (File
                        No. 000-27927)).10.4+
                    Employment
                        Agreement, dated as of August 9, 2005, by and between
                        Neil Smit 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 August 15, 2005 (File
                        No. 000-27927)).10.5+
                    Employment
                        Agreement dated as of September 2, 2005, 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 September 9, 2005 (File
                        No. 000-27927)).10.6+
                    Employment
                        Agreement dated as of September 2, 2005, by and between
                        Wayne H.
                        Davis 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 September 9, 2005 (File
                        No. 000-27927)).10.7+
                    Employment
                        Agreement dated as of October 31, 2005, by and between Sue
                        Ann Hamilton
                        and Charter Communications, Inc.(incorporated by reference to Exhibit 10.22 to the
                        quarterly report
                        on Form 10-Q of Charter Communications, Inc. filed
                        on November 1,
                        2005 (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 Interim 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 (Interim Chief Financial Officer).
 
 *
            Document attached
 
 +
            Management compensatory plan or arrangement
 
 
 28