EXHIBIT 10.13.3

SECOND AMENDMENT
TO THE AGREEMENT OF
LIMITED PARTNERSHIP OF
CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.

This Second Amendment (this "Amendment") to the Agreement of Limited Partnership (as amended, supplemented or otherwise modified from time to time, the
"Agreement"), dated as of December 7, 1999, of Century-TCI California Communications, L.P. (the "Partnership"), by and among Century Exchange LLC ("Century") and TCI California
Holdings, LLC ("TCI") is made and entered into as of September 30, 2004. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.

WHEREAS,Century and TCI desire to amend certain sections of the Agreement.

NOW, THEREFORE,for good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged, the
undersigned hereby agree as follows:

ARTICLE 1
AMENDMENT

The Agreement is hereby amended as follows:

1.1   Section 5.10(a)
of the Agreement shall be deleted in its entirety and shall be replaced by the following provision:



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1.2   Section 5.11
of the Agreement shall be amended by deleting the existing Section 5.11(d) in its entirety and replacing it with the following:



1.3   Section 5
of the Agreement shall be amended by adding the following provisions in a new Section 5.13 as indicated:



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ARTICLE 2
MISCELLANEOUS

2.1Governing Law.    This Amendment and the rights of the parties hereunder shall be governed by and interpreted
in accordance with the law of the State of Delaware.

2.2Effectiveness of the Agreement.    This Amendment shall become effective upon (a) its execution by
Century and TCI and (b) the entry of an order or orders of the Bankruptcy Court in which Century's Chapter 11 case is pending (the "Bankruptcy Court") that approves the enforceability and
binding effect of this Amendment. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Notwithstanding anything otherwise to the contrary, the
Agreement, as amended, shall remain a pre-petition agreement of Century and the Partnership and approval by the Bankruptcy Court of this Amendment shall not give rise to the creation of
administrative expense claims.

2.3Reservation of Rights.    Except as expressly set forth in Section 2.3 of the Amendment to the Agreement
of Limited Partnership of Century-TCI California Communications, L.P., dated as of June 25, 2002, Century and its Affiliates and TCI and its Affiliates reserve all rights under or
in respect of the Century TCI Group, including all rights under the Bankruptcy Code (including the right to seek the appointment of a trustee or examiner) and under any of the agreements relating to
the Century TCI Group. Notwithstanding anything otherwise to the contrary, nothing in this Second Amendment shall expand or limit the rights of TCI in connection with voting on, proposing or objecting
to a plan of reorganization for any member of the Century TCI Group. Notwithstanding anything otherwise to the contrary, any and all past actions heretofore taken by Century or TCI in furtherance of
the implementation of Section 1.1, 1.2 and 1.3 of this Amendment, shall be, and hereby are, ratified, approved, and adopted.

2.4Court Approval.    TCI and Century shall use their commercially reasonable best efforts to promptly obtain an
order or orders of the Bankruptcy Court reasonably satisfactory in form and substance to TCI approving the enforceability and binding effect of this Amendment.

2.5Supercedes Other Agreements.    In the event that this Amendment conflicts with or contradicts any term or
provision of the Management Agreement or any other agreement between any member of

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the
Century TCI Group and ACC or any of its Subsidiaries or other Affiliates, the terms and provisions of this Amendment shall govern.

2.6Counterparts.    This Amendment may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement.

[The
following page is the signature page.]

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IN WITNESS WHEREOF, this Amendment to the Agreement of Limited Partnership of Century-TCI California Communications, L.P. has been executed
and delivered by the duly authorized person of the undersigned.

| |  | CENTURY EXCHANGE LLC        
| |  | ----------------------------
| |  | By:                         
| |  | By:                         
| |  | TCI CALIFORNIA HOLDINGS, LLC
| |  | By:                         

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