**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 June 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.   
 Table
            of Contetns
  **RENAISSANCEMEDIA
        GROUP LLC**
 **RENAISSANCE
        MEDIA (LOUISIANA) LLC**
 **RENAISSANCE
        MEDIA (TENNESSEE) LLC**
 **RENAISSANCE
        MEDIA CAPITAL CORPORATION**
 
 **FORM
        10-Q**
 **QUARTER
        ENDED JUNE 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
              12Item
                  4. Controls and Procedures
              23Part
                  II.
              OTHER
                  INFORMATIONItem
                  1. Legal Proceedings
              24Item
                  6. Exhibits
              24SIGNATURES
              25EXHIBIT
                  INDEX
              26
 
 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 six months ended June 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.
  2
 Table
            of Contetns
  **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 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;
 ·
              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 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 parent companies' indentures, any violation of which
                  would
                  result in a violation of the applicable indenture and could trigger
                  a
                  default of other obligations of our affiliates under cross-default
                  provisions;
 ·
              our
                  and our indirect parent companies' ability to pay or refinance
                  debt as it
                  becomes due;
 ·
              our
                  ability to obtain programming at reasonable prices or to pass programming
                  cost increases on to our 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
 Table
            of Contetns


**PART
      I. FINANCIAL INFORMATION.**


**ITEM
      1. FINANCIAL STATEMENTS.**





**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(DOLLARS
      IN THOUSANDS)**











**June
                30,**
              **2005**
            
            **December
                31,**
              **2004****(Unaudited)****ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            184
            
            $
            228Accounts
                receivable, less allowance for doubtful accounts of $285 and $234,
                respectively
            
            
            1,813
            
            
            1,764Prepaid
                expenses and other current assets
            
            
            102
            
            
            155Total
                current assets
            
            
            2,099
            
            
            2,147INVESTMENT
                IN CABLE PROPERTIES:Property,
                plant and equipment, net of accumulated depreciation of $137,488
                and
                $120,986, respectively
            
            
            133,704
            
            
            140,406Franchises,
                net
            
            
            225,384
            
            
            225,445Total
                investment in cable properties, net
            
            
            359,088
            
            
            365,851OTHER
                NONCURRENT ASSETS
            
            
            20
            
            
            26Total
                assets
            
            $
            361,207
            
            $
            368,024**LIABILITIES
                AND MEMBER**'**S
                EQUITY**CURRENT
                LIABILITIES:Accounts
                payable and accrued expenses
            
            $
            13,245
            
            $
            14,923Payables
                to manager of cable systems - related parties
            
            
            34,782
            
            
            37,254Total
                current liabilities
            
            
            48,027
            
            
            52,177LONG-TERM
                DEBT
            
            
            115,596
            
            
            115,805OTHER
                LONG-TERM LIABILITIES
            
            
            2,186
            
            
            2,792MEMBER'S
                EQUITY
            
            
            195,398
            
            
            197,250Total
                liabilities and member's equity
            
            $
            361,207
            
            $
            368,024





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


**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(DOLLARS
      IN THOUSANDS)**


**(Unaudited)**











**Three
                Months Ended June 30,**
            
            **Six
                Months Ended June 30,****2005**
            
            **2004**
            
            **2005**
            
            **2004**REVENUES
            
            $
            30,909
            
            $
            28,999
            
            $
            60,561
            
            $
            56,684COSTS
                AND EXPENSES:Operating
                (excluding depreciation and amortization)
            
            
            13,815
            
            
            12,178
            
            
            27,210
            
            
            23,984Selling,
                general and administrative
            
            
            6,089
            
            
            6,064
            
            
            11,963
            
            
            11,483Depreciation
                and amortization
            
            
            8,681
            
            
            8,400
            
            
            17,414
            
            
            16,705Loss
                on sale of assets, net
            
            
            143
            
            
            19
            
            
            357
            
            
            18Special
                charges, net
            
            
            (43
            )
            
            2,051
            
            
            (43
            )
            
            2,26728,685
            
            
            28,712
            
            
            56,901
            
            
            54,457Income
                from operations
            
            
            2,224
            
            
            287
            
            
            3,660
            
            
            2,227OTHER
                EXPENSE:Interest
                expense, net
            
            
            (2,756
            )
            
            (2,756
            )
            
            (5,512
            )
            
            (5,512
            )Net
                loss
            
            $
            (532
            )
            $
            (2,469
            )
            $
            (1,852
            )
            $
            (3,285
            )





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


**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(DOLLARS
      IN THOUSANDS)**


**(Unaudited)**








**Six
                Months Ended June 30,****2005**
            
            **2004**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (1,852
            )
            $
            (3,285
            )Adjustments
                to reconcile net loss to net cash flows from operating
                activities:Depreciation
                and amortization
            
            
            17,414
            
            
            16,705Special
                charges, net
            
            
            --
            
            
            2,051Noncash
                interest expense
            
            
            (209
            )
            
            (209
            )Loss
                on sale of assets, net
            
            
            357
            
            
            18Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (49
            )
            
            (394
            )Prepaid
                expenses and other assets
            
            
            52
            
            
            (4
            )Accounts
                payable, accrued expenses and other
            
            
            (2,847
            )
            
            (1,505
            )Payables
                to related party
            
            
            (3,606
            )
            
            (3,959
            )Net
                cash flows from operating activities
            
            
            9,260
            
            
            9,418CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchases
                of property, plant and equipment
            
            
            (9,837
            )
            
            (9,376
            )Change
                in accrued expenses related to capital expenditures
            
            
            517
            
            
            (60
            )Proceeds
                from sale of assets
            
            
            16
            
            
            --Net
                cash flows from investing activities
            
            
            (9,304
            )
            
            (9,436
            )NET
                CHANGE IN CASH
            
            
            (44
            )
            
            (18
            )CASH,
                beginning of period
            
            
            228
            
            
            257CASH,
                end of period
            
            $
            184
            
            $
            239CASH
                PAID FOR INTEREST
            
            $
            5,721
            
            $
            5,721














The
            accompanying notes are an integral part of these condensed consolidated
            financial statements.
 6
 Table
          of Contetns
 
 **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 income from operations of $2.2 million and $3.7 million
      for
      the three and six months ended June 30, 2005, respectively, and $0.3 million
      and
      $2.2 million for the three and six months ended June 30, 2004, respectively.
      The
      Company's net cash flows from operating activities were $9.3 million and $9.4
      million for the six months ended June 30, 2005 and 2004, respectively.




7
 Table
          of Contetns
 **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. However,
      the mix of funding sources changes from period to period. For the six months
      ended June 30, 2005, the Company generated $9.3 million of net cash flows from
      operating activities. In addition, the Company used approximately $9.8 million
      for purchases of property, plant and equipment. The Company expects that cash
      on
      hand and cash flows from operating activities will be adequate to meet its
      cash
      needs in 2005.





The
      Company's long-term financing as of June 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 June 30, 2005, the Company's indirect
      parent companies have $19.1 billion of debt and may incur additional debt in
      the
      future. Cash flows from operating activities and amounts available under the
      Charter Operating credit facilities may not be sufficient to fund the Company's
      and its parent companies' operations and satisfy its parent companies' principal
      repayment obligations that come due in 2006 and, the Company believes, will
      not
      be sufficient to fund its parent companies' operations and satisfy such
      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.





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 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.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.





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.




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




Franchise
        amortization expense for the three and six months ended June 30, 2005 was
        $30
        and $61, respectively, and franchise amortization expense for the three and
        six
        months ended June 30, 2004 was $30 and $61, 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 $0.1 million 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 June 30, 2005 and
      December 31, 2004:





**June
                30,**
              **2005**
            
            **December
                31,**
              **2004**Accounts
                payable - trade
            
            $
            2,070
            
            $
            2,899Accrued
                capital expenditures
            
            
            1,094
            
            
            577Accrued
                expenses:Interest
            
            
            2,384
            
            
            2,384Programming
                costs
            
            
            1,144
            
            
            1,116Franchise-related
                fees
            
            
            2,408
            
            
            2,677State
                sales tax
            
            
            2,254
            
            
            2,792Personal
                property tax
            
            
            979
            
            
            1,182Other
            
            
            912
            
            
            1,296$
            13,245
            
            $
            14,923





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





Long-term
      debt consists of the following as of June 30, 2005 and December 31, 2004:





**June
                30,**
              **2005**
            
            **December
                31,**
              **2004**10%
                senior discount notes
            
            $
            114,413
            
            $
            114,413Unamortized
                net premium
            
            
            1,183
            
            
            1,392$
            115,596
            
            $
            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 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 six months ended June 30, 2005
      and
      2004.





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





The
      Company is a single member limited liability company not subject to income
      tax.
      The Company holds all operations through indirect subsidiaries. The majority
      of
      those indirect subsidiaries are limited liability companies that are also not
      subject to income tax. A certain indirect subsidiary of the Company is a
      corporation that is subject to income tax, but has no operations and has not
      generated any taxable income since inception. Any taxable income




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


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.


**8.**  **Contingencies**





***Securities
      Class Actions and Derivative Suits***





Fourteen
      putative federal class action lawsuits (the "Federal Class Actions") were filed
      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 plaintiff's 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) which 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, but Charter does not
      yet know the specific issues presented by such appeals, nor have briefing
      schedules been set.





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 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






Table
          of Contetns





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
      has 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 will be held in escrow pending any appeals of the
      approval. On July 14, 2005, the Circuit Court for the City of St. Louis
      dismissed with prejudice the State Derivative Actions.




As
      part
      of the settlements, Charter has committed to a variety of corporate governance
      changes, internal practices and public disclosures, some 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 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 have been 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***





In
      addition to the matters set forth above, 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.




11
 Table
          of Contetns


**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
      six months ended June 30, 2005 and 2004, our income from operations, which
      includes depreciation and amortization expense but excludes interest expense,
      was $3.7 million and $2.2 million, respectively. We had an operating margin
      of
      6% and 4% for the six months ended June 30, 2005 and 2004, respectively. The
      increase in income from operations and operating margin from 2004 to 2005 was
      principally due to a special charge of $2.3 million recorded in 2004 primarily
      related to the terms set forth in the memoranda of understanding regarding
      settlement of the consolidated Federal Class Action and Federal Derivative
      Action which did not recur in 2005.





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.







12
 Table
          of Contetns


**RESULTS
      OF OPERATIONS**





***Six
      Months Ended June 30, 2005 Compared to Six Months Ended June 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):





**Six
                  Months Ended June 30,****2005**
              
              **2004**Revenues
              
              $
              60,561
              
              
              100
              %
              $
              56,684
              
              
              100
              %Costs
                  and expenses:Operating
                  (excluding depreciation and amortization)
              
              
              27,210
              
              
              45
              %
              
              23,984
              
              
              42
              %Selling,
                  general and administrative
              
              
              11,963
              
              
              20
              %
              
              11,483
              
              
              20
              %Depreciation
                  and amortization
              
              
              17,414
              
              
              29
              %
              
              16,705
              
              
              30
              %Loss
                  on sale of assets, net
              
              
              357
              
              
              --
              
              
              18
              
              
              --Special
                  charges, net
              
              
              (43
              )
              
              --
              
              
              2,267
              
              
              4
              %56,901
              
              
              94
              %
              
              54,457
              
              
              96
              %Income
                  from operations
              
              
              3,660
              
              
              6
              %
              
              2,227
              
              
              4
              %Other
                  expense:Interest
                  expense, net
              
              
              (5,512
              )
              
              
              
              
              (5,512
              )
  Net
                  loss
              
              $
              (1,852
              )
              
              
              
              $
              (3,285
              )
 ***Revenues*** **.** Revenues
        increased $3.9 million, or 7%, to $60.6 million for the six
        months ended June
        30,
        2005 from $56.7 million for the six months ended June 30, 2004. This increase
        is
        principally the result of increases in the number of digital video and
        high-speed Internet customers as well as price increases for video and data
        services, and is offset partially by a decrease in analog video customers.
        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 DVR
        service.


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




**Six
                  Months Ended June 30,****2005**
              
              
              
              **2004**
              
              
              
              **2005
                  over 2004****Revenues**
              
              
              **%
                  of**
                **Revenues**
              
              
              
              **Revenues**
              
              
              **%
                  of**
                **Revenues**
              
              
              
              **Change**
              
              
              **%
                  Change**Video
              
              $
              42,187
              
              
              70
              %
              
              $
              42,023
              
              
              74
              %
              
              $
              164
              
              
              --High-speed
                  Internet
              
              
              8,859
              
              
              14
              %
              
              
              6,661
              
              
              12
              %
              
              
              2,198
              
              
              33
              %Advertising
                  sales
              
              
              3,470
              
              
              6
              %
              
              
              2,612
              
              
              5
              %
              
              
              858
              
              
              33
              %Commercial
              
              
              1,759
              
              
              3
              %
              
              
              1,441
              
              
              2
              %
              
              
              318
              
              
              22
              %Other
              
              
              4,286
              
              
              7
              %
              
              
              3,947
              
              
              7
              %
              
              
              339
              
              
              9
              %$
              60,561
              
              
              100
              %
              
              $
              56,684
              
              
              100
              %
              
              $
              3,877
              
              
              7
              %




Video
          revenues consist primarily of revenues from analog and digital video services
          provided to our non-commercial customers. Video revenues increased by $0.2
          million to $42.2 million for the six months ended June 30, 2005 as compared
          to
          $42.0 million for the six months ended June 30, 2004. The increase
          was
          primarily the result of price increases and an increase in digital video
          customers, partially offset by a decline in analog video customers.





Revenues
      from high-speed Internet services provided to our non-commercial customers
      increased $2.2 million, or 33%, from $6.7 million for the six months ended
      June
      30, 2004 to $8.9 million for the six months ended June 30,




13
 Table
          of Contetns




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.





Advertising
      sales revenues consist primarily of revenues from commercial advertising
      customers, programmers and other vendors. Advertising sales increased $0.9
      million, or 33%, from $2.6 million for the six months ended June 30, 2004 to
      $3.5 million for the six months ended June 30, 2005, primarily as a result
      of an
      increase in local advertising sales. For the six months ended June 30, 2005
      and
      2004, we received $0.2 million and $0.1 million in advertising sales revenues
      from vendors.





Commercial
      revenues consist primarily of revenues from cable video and high-speed Internet
      services to our commercial customers. Commercial revenues increased
      approximately $0.3 million, or 22%, from $1.4 million for the six months ended
      June 30, 2004 to $1.8 million for the six months ended June 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, dial-up Internet service, late payment fees,
      wire
      maintenance fees and other miscellaneous revenues. Other revenues increased
      $0.3
      million, or 9%, from $3.9 million for the six months ended June 30, 2004 to
      $4.3
      million for the six months ended June 30, 2005. The increase was primarily
      the
      result of an increase in installation revenue.





***Operating
      Expenses*** **.** Operating expenses increased by $3.2 million, or 13%, from $24.0 million for
      the
      six months ended June 30, 2004 to $27.2 million for the six months ended June
      30, 2005. Programming costs included in the accompanying condensed consolidated
      statements of operations were $16.9 million and $15.5 million, representing
      30%
      and 29% of total costs and expenses for the six months ended June 30, 2005
      and
      2004, respectively. Key expense components as a percentage of revenues were
      as
      follows (dollars in thousands):





Six
                  Months Ended June 30,2005
              
              
              
              2004
              
              
              
              2005
                  over 2004Expenses
              
              
              **%
                  of**
                **Revenues**
              
              
              
              **Expenses**
              
              
              **%
                  of**
                **Revenues**
              
              
              
              Change
              
              
              %
                  ChangeProgramming
              
              $
              16,900
              
              
              28
              %
              
              $
              15,525
              
              
              27
              %
              
              $
              1,375
              
              
              9
              %Advertising
                  sales
              
              
              1,320
              
              
              2
              %
              
              
              1,190
              
              
              2
              %
              
              
              130
              
              
              11
              %Service
              
              
              8,990
              
              
              15
              %
              
              
              7,269
              
              
              13
              %
              
              
              1,721
              
              
              24
              %$
              27,210
              
              
              45
              %
              
              $
              23,984
              
              
              42
              %
              
              $
              3,226
              
              
              13
              %





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 $1.4 million, or 9%, was a result of price increases, particularly in sports
      programming and an increase in digital video customers, partially offset by
      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 $0.5 million and $0.8 million for the six months ended June 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 programming. 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.





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 $0.1 million, or 11%, was a result of
      an
      increase in sales and commissions. Service costs consist primarily of service
      personnel salaries and benefits, franchise fees, system utilities, Internet
      service provider fees, maintenance and pole rent expense. The increase in
      service costs of $1.7 million, or 24%, resulted primarily from increased labor
      and maintenance costs to support our infrastructure, increased equipment
      maintenance, an increase in franchise fees as a result of increased revenues
      and
      higher fuel prices.




14
 Table
          of Contetns




***Selling,
      General and Administrative Expenses*** **.** Selling,
      general and administrative expenses increased by $0.5 million, or 4%, from
      $11.5
      million for the six months ended June 30, 2004 to $12.0 million for the six
      months ended June 30, 2005. Key components of expense as a percentage of
      revenues were as follows (dollars in thousands):




**Six
                  Months Ended June 30,****2005**
              
              
              
              **2004**
              
              
              
              **2005
                  over 2004****Expenses**
              
              
              **%
                  of**
                **Revenues**
              
              
              
              **Expenses**
              
              
              **%
                  of**
                **Revenues**
              
              
              
              **Change**
              
              
              **%
                  Change**General
                  and administrative
              
              $
              10,608
              
              
              18
              %
              
              $
              10,208
              
              
              18
              %
              
              $
              400
              
              
              4
              %Marketing
              
              
              1,355
              
              
              2
              %
              
              
              1,275
              
              
              2
              %
              
              
              80
              
              
              6
              %$
              11,963
              
              
              20
              %
              
              $
              11,483
              
              
              20
              %
              
              $
              480
              
              
              4
              %





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 4%, resulted primarily from increases in expenses related
      to
      our commercial business of $0.3 million.





Marketing
      expenses increased $0.1 million, or 6%, as a result of an increased investment
      in targeted marketing and branding campaigns.





***Depreciation
      and Amortization*** **.** Depreciation and amortization expense increased by $0.7 million, or 4%, from
      $16.7 million for the six months ended June 30, 2004 to $17.4 million for the
      six months ended June 30, 2005. The increase in depreciation related to an
      increase in capital expenditures.





***Loss
      on Sale of Assets, Net.*** Loss
      on
      sale of assets of $0.4 million and $18 thousand for the six months ended June
      30, 2005 and 2004, respectively, represents losses realized on the disposal
      of
      fixed assets.





***Special
      Charges, Net.*** ** Special
      charges of $(43) thousand for the six months ended June 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 six months ended
      June 30, 2004 primarily consists of approximately $2.1 million of expense
      allocated to us 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 of litigation costs related
      to
      the tentative settlement of the South Carolina national class action suit,
      all
      of which settlements are subject to final documentation and court approval.





***Interest
      Expense, Net.*** Interest
      expense remained unchanged at $5.5 million for
      the six
      months ended June 30, 2005 and 2004, respectively.





***Net
      Loss.*** Net loss
      decreased to $1.9 million for
      the six
      months ended June 30, 2005 from $3.3 million for
      the six
      months ended June 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 six months ended June
      30,
      2005, we generated $9.3 million of net cash flows from operating activities.
      During 2005, we expect to fund our liquidity and capital requirements primarily
      through cash on hand and cash flows from operating activities.




15
 Table
          of Contetns




The
      principal amount of our senior notes was $114.4 million as of June 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 will be sufficient to satisfy our liquidity
      needs until maturity of the notes. However, we expect to rely on capital
      contributions from our indirect parent companies to repay the principal amount
      of our notes at maturity. There can be no assurance that our indirect parent
      companies will have sufficient liquidity to provide funds to us to satisfy
      this
      payment when due. As of June 30, 2005, our indirect parent companies have $19.1
      billion of debt and may incur additional debt in the future. Cash flows from
      operating activities and amounts available under the Charter Operating credit
      facilities may not be sufficient to fund our and our parent companies'
      operations and satisfy our parent companies' principal repayment obligations
      that come due in 2006 and, we believe, will not be sufficient to fund our parent
      companies' operations and satisfy such 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.





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 would likely
                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 II, LLC, CCO Holdings, LLC or Charter
                Communications Operating, LLC, 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 and $0.2 million in cash and cash equivalents as of June 30, 2005
      and December 31, 2004, respectively.




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***Operating
      Activities*** *.* Net
      cash
      provided by operating activities for the six months ended June 30, 2005 and
      2004
      was $9.3 million and $9.4 million, respectively. Operating activities provided
      $0.1 million less cash during the six months ended June 30, 2005 compared to
      the
      corresponding period in 2004, primarily as a result of changes in operating
      assets and liabilities that used $0.6 million more cash during the six months
      ended June 30, 2005 compared to the corresponding period in 2004 offset by
      an
      increase in revenue over cash costs year over year.





***Investing
      Activities.*** ** Net
      cash
      used in investing activities for the six months ended June 30, 2005 and 2004
      was
      $9.3 million and $9.4 million, respectively. Investing activities used $0.1
      million less cash during the six months ended June 30, 2005 compared to the
      corresponding period in 2004, primarily as a result of an increase in our change
      in accrued expenses related to capital expenditures.





**Capital
      Expenditures**





We
      have
      significant ongoing capital expenditure requirements. Capital expenditures
      were
      $9.8 million and $9.4 million for the six months ended June 30,
      2005 and
      2004,
      respectively. Capital expenditures increased as a result of increased spending
      on support capital related to our investment in service improvements and
      scalable infrastructure related to VOD.





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 six
      months ended June
      30,
      2005 and
      2004 ,
      our
      liabilities related to capital expenditures increased $0.5 million and decreased
      by $0.1 million, respectively.





Capital
      expenditures are expected to increase in 2005 compared to 2004 as a result
      of
      the deployment of advanced digital boxes. We expect that the nature of these
      expenditures will continue to be composed primarily of purchases of customer
      premise equipment and for scalable infrastructure costs. We expect to fund
      capital expenditures for 2005 primarily from cash flows from operating
      activities.





**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."





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***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."





***Parent
      Company Liquidity Concerns*** .
      Our
      long-term financing as of June 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 June 30, 2005, our parent companies have $19.1 billion of debt and
      may incur additional debt in the future. Cash flows from operating activities
      and amounts available under the Charter Communications Operating, LLC ("Charter
      Operating") credit facilities may not be sufficient to fund our and our parent
      companies' operations and satisfy our parent companies' principal repayment
      obligations that come due in 2006 and, we believe, will not be sufficient to
      fund our parent companies' operations and satisfy such 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 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




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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, but Charter does not yet know the specific issues
      presented by such appeals, nor have briefing schedules been set. See "Part
      II,
      Item 1. Legal Proceedings."





Moreover,
      due to (i) the inherent uncertainties of litigation and investigations, (ii)
      the
      remaining conditions to the finalization of our anticipated settlements, (iii)
      the possibility of appeals and objections to the settlements, and (iv) the
      need
      for us to comply with, and/or otherwise implement certain covenants, conditions,
      undertakings, procedures and other obligations that would be or have been
      imposed under the terms of the settlements, Charter cannot predict with
      certainty the ultimate outcome of these proceedings. An unfavorable outcome
      in
      the lawsuits described above could result in substantial potential liabilities
      and have a material adverse effect on our consolidated financial condition
      and
      results of operations or our liquidity. Further, these proceedings, and our
      actions in response to these proceedings, could result in substantial additional
      defense costs and the diversion of management's attention, and could adversely
      affect our ability to execute our business and financial
      strategies.





***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, aggressive pricing, and the ability
      of DBS to provide certain services that we are in the process of developing,
      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.





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. In addition, 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




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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 July 7, 2005 approximately 9%
      of
      Charter's current programming contracts were expired, and approximately another
      21% 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.





***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




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terms,
      such as franchise requirements to upgrade cable plant and meet specified
      customer service standards. Additional legislation and regulation is always
      possible.





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





Over
      the
      past several years, proposals have been advanced that would require cable
      operators offering Internet service to provide non-discriminatory access to
      cable’s broadband infrastructure 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
      against Charter, our manager and indirect parent, 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 plaintiff's 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)
      which 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.





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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, but Charter does not yet know
      the specific issues presented by such appeals, nor have briefing schedules
      been
      set.





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 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 has 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 will
      be
      held in escrow pending any appeals of the approval. On July 14, 2005, the
      Circuit Court for the City of St. Louis dismissed with prejudice the State
      Derivative Actions.





As
      part
      of the settlements, Charter has committed to a variety of corporate governance
      changes, internal practices and public disclosures, some 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 have been 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.





22
 Table
          of Contetns




**Other
      Litigation.** In
      addition to the matters set forth above, 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 Interim
      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
      Interim 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 March 31, 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.





23
 Table
          of Contetns


**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
      6. EXHIBITS.**





The
      index
      to the exhibits begins on page 26 of this quarterly report.





24
 Table
          of Contetns


**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:
                August 5, 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:
                August 5, 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)








25
 Table
          of Contetns


**EXHIBIT
      INDEX**





ExhibitNumber
              
              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)).
    26
 
 Table
            of Contetns
  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(a)
              
              Stipulation
                  of Settlement, dated as of January 24, 2005, regarding settlement
                  of
                  Consolidated Federal Class Action entitled In Re Charter Communications,
                  Inc. Securities Litigation. (incorporated by reference to Exhibit
                  10.48 tothe
                  annual report on Form 10-K filed byCharter
                  Communications, Inc. on March 3, 2005 (File No.
                  000-27927)).10.1(b)
              
              Amendment
                  to Stipulation of Settlement, dated as of May 23, 2005, regarding
                  settlement of Consolidated Federal Class Action entitled In Re
                  Charter
                  Communications, Inc. Securities Litigation. (incorporated by reference
                  to
                  Exhibit 10.35(b)to
                  Amendment No. 3 to the registration statement on Form S-1filed
                  by Charter Communications, Inc. on June 8, 2005 (File No.
                  333-121186)).10.2+
              
              Employment
                  Agreement, dated as of April 1, 2005, by and between Michael J.
                  Lovett and
                  Charter Communications, Inc. (incorporated by reference to Exhibit
                  10.11
                  to the quarterly report on Form 10-Q filed by Charter Communications,
                  Inc.
                  on May 3, 2005 (File No. 000-27927)).10.3+
              
              Letter
                  Agreement, dated April 15, 2005, by and between Charter Communications,
                  Inc. and Paul E. Martin (incorporated by reference to Exhibit 99.1
                  to the
                  current report on Form 8-K of Charter Communications, Inc. filed
                  April 19,
                  2005 (File No. 0000-27927)).10.4+
              
              2005
                  Executive Cash Award Plan dated as of June 9, 2005 (incorporated
                  by
                  reference to Exhibit 99.1 to the current report on Form 8-K of
                  Charter
                  Communications, Inc. filed June 15, 2005 (File No.
                  0000-27927)).10.5+
              
              Restricted
                  Stock Agreement, dated as of July 13, 2005, by and between
                  Robert P.
                  May and Charter 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)).10.6+
              
              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)).31.1*
              
              Certificate
                  of Interim 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 (Interim 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





27