**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-K**




[X] **ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      year ended December 31, 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:





**RENAISSANCE
      MEDIA GROUP LLC*333-56679**


**RENAISSANCE
      MEDIA (LOUISIANA) LLC*333-56679-02**


**RENAISSANCE
      MEDIA (TENNESSEE) LLC*333-56679-01**


**RENAISSANCE
      MEDIA CAPITAL CORPORATION*333-56679-03**


(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**
            
            **(314)
                965-0555**(Address
                of principal executive offices including zip code)
            
            (Registrants’
                telephone number, including area
                code)





Securities
      registered pursuant to Section 12(b) of the Act: None


Securities
      registered pursuant to Section 12(g) of the Act: None





Indicate
      by check mark if the registrants are well-known seasoned issuers as defined
      in
      Rule 405 of the Securities Act. Yes o No þ





Indicate
      by check mark if the registrants are not required to file reports pursuant
      to
      Section 13 or Section 15(d) of the Act. Yes o No þ





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 þ No o





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of registrants’ knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K. ༂





Indicate
      by check mark whether the registrants are large accelerated filers, accelerated
      filers, or non-accelerated filers. See definition of “accelerated filer and
      large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
      accelerated filer o  Accelerated
      filer o  Non-accelerated
      filer þ





The
      aggregate market value of the voting and non-voting common equity securities
      held by non-affiliates at June 30, 2005 was $0. 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.





**Documents
      Incorporated By Reference**


Neither
      an Annual Report to security holders, a proxy statement nor a prospectus under
      Rule 424(b) or (c) are incorporated herewith.





*
      Registrants meet the conditions set forth in General Instruction I(1)(a) and
      (b)
      to Form 10-K and are therefore filing with the reduced disclosure
      format.








Table
          of Contents





**RENAISSANCE
      MEDIA GROUP LLC**


**RENAISSANCE
      MEDIA (LOUISIANA) LLC**


**RENAISSANCE
      MEDIA (TENNESSEE) LLC**


**RENAISSANCE
      MEDIA CAPITAL CORPORATION**





**FORM
      10-K FOR THE YEAR ENDED DECEMBER 31, 2005**





**TABLE
      OF CONTENTS**




**Page
                No.****Part
                I**Item
                1. Business
            1Item
                1A. Risk Factors
            2Item
                1B. Unresolved Staff Comments
            8Item
                2. Properties
            8Item
                3. Legal Proceedings
            8**Part
                II**Item
                5. Market for Registrants' Common Equity and Related Stockholder
                Matters
            10Item
                7. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            10Item
                7A. Quantitative and Qualitative Disclosure About Market Risk
            19Item
                8. Financial Statements and Supplementary Data
            19Item
                9. Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure
            19Item
                9A. Controls and Procedures
            19Item
                9B. Other Information
            20**Part
                III**Item
                14. Principal Accounting Fees and Services
            21**Part
              IV**22Item
                15. Exhibits and Financial Statement Schedules**Signatures**
            27





This
      annual report on Form 10-K is for the year ended December 31, 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 annual report. In addition, information that we file with the SEC in the
      future will automatically update and supersede information contained in this
      annual report. In this annual 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.





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





This
      annual 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 Part II. Item 7. under the heading
      "Management’s Discussion and Analysis of Financial Condition and Results of
      Operations" in this annual 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 in Part I. Item 1A. under the heading "Risk
      Factors" and in Part II. Item 7. under the heading "Management’s Discussion
      and Analysis of Financial Condition and Results of Operations” in this annual
      report. Many of the forward-looking statements contained in this annual 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 annual report are set forth in this annual report and in other reports
      or documents that we file from time to time with the United States Securities
      and Exchange Commission, or SEC, and include, but are not limited to:





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


·
            our
                ability to obtain programming at reasonable prices or to pass programming
                cost increases on to our customers;


·
            the
                impact of hurricanes Katrina and Rita to our revenues, expenses and
                number
                of customers;


·
            general
                business conditions, economic uncertainty or slowdown; and


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





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





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**PART
      I**





**Item
      1.** ***Business.***





**Introduction**





Renaissance
      Media Group LLC (“Renaissance Media Group”), through its subsidiaries, is the
      owner and operator of cable systems. We are a wholly owned subsidiary of CCO
      NR
      Holdings, LLC (“CCO NR”), from which we receive funding as needed. As of
      December 31, 2005, we own and operate cable systems serving approximately
      131,200 analog video customers. Through our broadband network of coaxial and
      fiber optic cable, we offer our customers traditional cable video programming
      (analog and digital, which we refer to as “video” service), high-speed Internet
      access and advanced broadband cable services (such as video on demand (“VOD”),
      high definition television and interactive television).





Renaissance
      Media Capital Corporation (“Capital”) was formed as a wholly owned subsidiary of
      Renaissance Media Group for the sole purpose of being a co-issuer of debt
      instruments to be offered and sold to the public. Renaissance Media (Louisiana)
      LLC (“Louisiana”) and Renaissance Media (Tennessee) LLC (“Tennessee”) are both
      wholly owned subsidiaries of Renaissance Media Group, and hold a 76% interest
      and 24% interest, respectively, in Renaissance Media LLC (“Media”). Media owns
      and operates cable systems in Louisiana, Tennessee and Mississippi and commenced
      active operations in April 1998. Renaissance Media Group, Capital, Louisiana
      and
      Tennessee do not, and will not, conduct any operations, and their only assets
      are the equity interests in one another as described above.





At
      December 31, 2005, our investment in cable properties, long-term debt and total
      member’s equity were $380.1 million, $115.4 million and $178.7 million,
      respectively. Our debt-to-equity ratio and working capital deficit were 0.6
      to 1
      and $84.2 million at December 31, 2005, respectively. For the year ended
      December 31, 2005, our revenues and net loss were approximately $110.3 million
      and $18.6 million, respectively.





We
      are
      managed by Charter Communications, Inc. (“Charter”) and Charter Communications
      Holding Company, LLC (“Charter Holdco”) and pay a fee for their management
      services. See also Note 14 to our consolidated financial statements contained
      in
“Item 8. Financial Statements and Supplementary Data.” Our principal executive
      offices are located at Charter Plaza, 12405 Powerscourt Drive, St. Louis,
      Missouri 63131. Our telephone number is (314) 965-0555 and information regarding
      us is available on Charter’s website accessible at www.charter.com. Since
      January 1, 2002, our annual reports, quarterly reports and current reports
      on
      Form 8-K, and all amendments thereto, have been made available on Charter’s
      website free of charge as soon as reasonably practicable after they have been
      filed. The information posted on Charter’s website is not incorporated into this
      annual report.





**Recent
      Events**





*Appointment
      of New Executive Vice President and Chief Financial Officer*





Jeffrey
      T. Fisher, 43, has been appointed to the position of Executive Vice President
      and Chief Financial Officer of Charter, effective February 6, 2006. Mr. Fisher
      succeeds the Interim Chief Financial Officer, Paul E. Martin, who has indicated
      his intention to continue as Charter’s Senior Vice President, Principal
      Accounting Officer and Corporate Controller until at least March 31, 2006.





*Issuance
      of Charter Operating Notes in Exchange for Renaissance Notes*





On
      March
      13, 2006, we exchanged $37.2 million of our 10% senior discount notes due 2008
      for $37.4 million principal amount of new Charter Communications Operating,
      LLC
      (“Charter Operating”) 8 3/8% senior second-lien notes due 2014 issued in a
      private transaction under Rule 144A. The terms and conditions of the new Charter
      Operating 8 3/8% senior second-lien notes due 2014 are identical to Charter
      Operating’s currently outstanding 8 3/8% senior second-lien notes due 2014.





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**Item
      1A.** ***Risk
      Factors*** **.**





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





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





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





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




Our
      ability to comply with these provisions may be affected by events beyond our
      control. The breach of any of these covenants will result in a default under
      the
      indenture governing our notes, which could result in acceleration of such notes
      and in certain cases, could result in cross-defaults under our affiliates'
      debt
      obligations. Any default under our indenture might adversely affect our growth,
      our financial condition and our results of operations and the ability to make
      payments on our notes. For more information, see the section above entitled
      “Item 7. Management's
      Discussion and Analysis of Financial Condition and Results of Operations —
      Liquidity and Capital Resources . "





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





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





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





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





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





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 “Item 7. Management's
      Discussion and Analysis of Financial Condition and Results of Operations —
      Liquidity and Capital Resources."





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





Our
      long-term financing as of December 31, 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 December 31, 2005, our parent companies have $19.4 billion of debt
      and may incur additional debt in the future. Cash flows from operating
      activities and amounts available under the Charter Operating credit facilities
      and the CCO Holdings, LLC ( " CCO
      Holdings " )
      bridge
      loan will not be sufficient to fund our and our parent companies' operations
      and
      satisfy our and our parent companies' interest payment and principal repayment
      obligations that come due in 2007 and beyond. 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.





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





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





**Risks
      Related to Our Business**





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





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





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





Local
      telephone companies and electric utilities can offer video and other services
      in
      competition with us and they increasingly may do so in the future. Certain
      telephone companies have begun more extensive deployment of fiber in




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their
      networks that enable them to begin providing video services, as well as
      telephone and high bandwidth Internet access services, to residential and
      business customers and they are now offering such service in limited areas.
      Some
      of these telephone companies have obtained, and are now seeking, franchises
      or
      operating authorizations that are less burdensome than our existing franchises.





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





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





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





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





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





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





We
      have
      had a history of net losses and expect to continue to report net losses for
      the
      foreseeable future. Our net losses are principally attributable to insufficient
      revenue to cover a combination of operating costs, the interest costs on our
      debt and the depreciation expenses that we incur resulting from the capital
      investments we have made in our cable properties, and the amortization and
      impairment of our franchise intangibles. We expect that these expenses (other
      than amortization and impairment of franchises) will remain significant, and
      we
      expect to continue to report net losses for the foreseeable future. We reported
      losses before cumulative effect of accounting change of $18.6 million for 2005
      and $26.1 million for 2004 and income before cumulative effect of accounting
      change of $0.3 million for 2003. Continued losses would reduce our cash
      available from operations to service our indebtedness, as well as limit our
      ability to finance our operations.





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





Programming
      has been, and is expected to continue to be, our largest operating expense
      item.
      In recent years, the cable industry has experienced a rapid escalation in the
      cost of programming, particularly sports programming. We expect programming
      costs to continue to increase because of a variety of factors, including
      inflationary or negotiated annual increases, additional programming being
      provided to customers and increased costs to purchase programming. The inability
      to fully pass these programming cost increases on to our customers has had
      an
      adverse impact on our cash flow and operating margins. As measured by
      programming costs, and excluding premium services (substantially all of which
      were renegotiated and renewed in 2003), as of December 31, 2005, approximately
      15% of Charter’s




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current
      programming contracts were expired, and approximately another 4% were scheduled
      to expire at or before the end of 2006. There can be no assurance that these
      agreements will be renewed on favorable or comparable terms. Our programming
      costs increased by approximately 3% in 2005 and we expect our programming costs
      in 2006 to increase at a higher rate than in 2005. To the extent that we are
      unable to reach agreement with certain programmers on terms that we believe
      are
      reasonable we may be forced to remove such programming channels from our
      line-up, which could result in a further loss of customers.





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





During
      the year ended December 31, 2005, we spent approximately $52.4 million on
      capital expenditures. Our capital expenditures depends on the level of growth
      in
      high-speed Internet customers and in the delivery of other advanced services,
      as
      well as the cost of introducing any new services such as telephone. We may
      need
      additional capital if there is accelerated growth in high-speed Internet
      customers or in the delivery of other advanced services or an acceleration
      in
      the deployment of telephone services. If we cannot obtain such capital from
      increases in our cash flow from operating activities, additional borrowings
      or
      other sources, our growth, financial condition and results of operations could
      suffer materially.





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





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





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





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





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





We
      experienced significant customer losses as a result of the displacement of
      customers affected by hurricanes Katrina and Rita for a period of time and
      our
      revenues decreased approximately $8.8 million as a result of credits issued
      to
      hurricane impacted customers.  While we expect that customers displaced by
      the hurricanes will return and that revenues will return to pre-hurricane levels
      we can not predict the amount of time customers and revenues will be impacted
      by
      the hurricanes or the number of displaced customers that will return.





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**Risks
      Related to Regulatory and Legislative Matters**





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





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





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





·
            rules
                and regulations relating to subscriber
                privacy;





·
            limited
                rate regulation;





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





·
            rules
                for franchise renewals and transfers;
                and





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





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





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





Our
      cable
      systems generally operate pursuant to franchises, permits and similar
      authorizations issued by a state or local governmental authority controlling
      the
      public rights-of-way. Many franchises establish comprehensive facilities and
      service requirements, as well as specific customer service standards and
      monetary penalties for non-compliance. In many cases, franchises are terminable
      if the franchisee fails to comply with significant provisions set forth in
      the
      franchise agreement governing system operations. Franchises are generally
      granted for fixed terms and must be periodically renewed. Local franchising
      authorities may resist granting a renewal if either past performance or the
      prospective operating proposal is considered inadequate. Franchise authorities
      often demand concessions or other commitments as a condition to renewal. In
      some
      instances, franchises have not been renewed at expiration, and we have operated
      and are operating under either temporary operating agreements or without a
      license while negotiating renewal terms with the local franchising authorities.
      Approximately 11% of our franchises, covering approximately 11% of our analog
      video customers, were expired as of December 31, 2005. Approximately 12% of
      additional franchises, covering approximately an additional 5% of our analog
      video customers, will expire on or before December 31, 2006, if not renewed
      prior to expiration.





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





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





Our
      cable
      systems are operated under non-exclusive franchises granted by local franchising
      authorities. Consequently, local franchising authorities can grant additional
      franchises to competitors in the same geographic area or operate their




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own
      cable
      systems. In addition, certain telephone companies are seeking authority to
      operate in local communities without first obtaining a local franchise. As
      a
      result, competing operators may build systems in areas in which we hold
      franchises. In some cases municipal utilities may legally compete with us
      without obtaining a franchise from the local franchising authority.





Different
      legislative proposals have been introduced in the United States Congress and
      in
      some state legislatures that would greatly streamline cable franchising. This
      legislation is intended to facilitate entry by new competitors, particularly
      local telephone companies. Such legislation has passed in at
      least three states  and one of these newly enacted statutes is
      subject to court challenge. Although various legislative proposals provide
      some regulatory relief for incumbent cable operators, these proposals are
      generally viewed as being more favorable to new entrants due to a number of
      varying factors including efforts to withhold streamlined cable franchising
      from
      incumbents until after the expiration of their existing franchises. To the
      extent incumbent cable operators are not able to avail themselves of this
      streamlined franchising process, such operators may continue to be subject
      to
      more onerous franchise requirements at the local level than new entrants. The
      FCC recently initiated a proceeding to determine whether local franchising
      authorities are impeding the deployment of competitive cable services through
      unreasonable franchising requirements and whether such impediments should be
      preempted. At this time, we are not able to determine what impact such
      proceeding may have on us.





The
      existence of more than one cable system operating in the same territory is
      referred to as an overbuild. These overbuilds could adversely affect our growth,
      financial condition and results of operations by creating or increasing
      competition. As of December 31, 2005, we are aware of overbuild situations
      impacting approximately 13% of our estimated homes passed. Additional overbuild
      situations may occur in other systems.





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





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





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





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





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





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





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




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increased
      costs could have a material adverse impact on our profitability and discourage
      system upgrades and the introduction of new products and services.





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





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





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





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





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





**Item
      1B.** ***Unresolved
      Staff Comments*** **.**





None.





**Item
      2.** ***Properties.***





Our
      principal physical assets consist of cable distribution plant and equipment,
      including signal receiving, encoding and decoding devices, headend reception
      facilities, distribution systems and customer drop equipment for each of our
      cable systems.





Our
      cable
      plant and related equipment are generally attached to utility poles under pole
      rental agreements with local public utilities and telephone companies, and
      in
      certain locations are buried in underground ducts or trenches. We own or lease
      real property for signal reception sites and own most of our service vehicles.





The
      physical components of our cable systems require maintenance as well as periodic
      upgrades to support the new services and products we introduce. We believe
      that
      our properties are generally in good operating condition and are suitable for
      our business operations.





**Item
      3.** ***Legal
      Proceedings.***





Charter
      is party to lawsuits and claims that have arisen in the ordinary course of
      conducting its business. In the




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opinion
      of management, after taking into account recorded liabilities, the outcome
      of
      these lawsuits and claims are not expected to have a material adverse effect
      on
      our consolidated financial condition, results of operations or our liquidity.





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**PART
      II**





**Item
      5.** ***Market
      for Registrant’s Common Equity and Related Stockholder Matters.***





**(A)**
            **Market
                Information**





There
      is
      no established trading market for the equity interests of Renaissance Media
      Group, Capital, Louisiana or Tennessee.





**(B)**
            **Holders**





Charter
      Communications Holdings, LLC ("Charter Holdings") owns indirectly all of the
      limited liability company membership interests of the registrants.





**(C)**
            **Dividends**





We
      record
      distributions when management fees charged to us exceed expenses incurred on
      our
      behalf. We did not pay distributions for the years ended December 31, 2005
      and
      2004. Our ability to pay distributions is limited under the terms of covenants
      in the indenture governing our outstanding senior discount notes.





**(D)**
            **Recent
                Sales of Unregistered Securities**





No
      unregistered equity securities of Renaissance Media Group, Capital, Louisiana
      or
      Tennessee were sold by such entities during the fourth quarter of the year
      ended
      December 31, 2005.





**Item
      7.** ***Management’s
      Discussion and Analysis of Financial Condition and Results of Operations.***





Reference
      is made to “Risk Factors” of this section and “Cautionary Statement Regarding
      Forward-Looking Statements,” which describes important factors that could cause
      actual results to differ from expectations and non-historical information
      contained herein. In addition, the following discussion should be read in
      conjunction with our audited consolidated financial statements as of and for
      the
      years ended December 31, 2005, 2004 and 2003, and the annual report on Form
      10-K
      of Charter Holdings for the year ended December 31, 2005.





**Introduction**





The
      industry’s and our most significant operational challenges include competition
      from direct broadcast satellite (“DBS”) providers and digital subscriber line
      (“DSL”) service providers. We believe that competition from DBS has resulted in
      net analog video customer losses and decreased growth rates for digital video
      customers. Competition from DSL providers combined with limited opportunities
      to
      expand our customer base has resulted in decreased growth rates for high-speed
      Internet customers. In the recent past, we have grown revenues by offsetting
      video customer losses with price increases and sales of incremental advanced
      services such as high-speed Internet, video on demand, digital video recorders
      and high definition television. We expect to continue to grow revenues through
      continued growth in high-speed Internet and incremental new services including
      voice over Internet protocol (“VOIP”) telephony, high definition television, VOD
      and DVR service.





For
      the
      years ended December 31, 2005 and 2004, our loss from operations, which includes
      depreciation and amortization expense and impairment of franchises but excludes
      interest expense, was $7.5 million and $15.0 million, respectively. We had
      a
      negative operating margin (defined as loss from operations divided by revenues)
      of 7% and 13% for the years ended December 31, 2005 and 2004, respectively.
      The
      decrease in loss from operations and negative operating margins from 2005 to
      2004 was principally due to impairment of franchises of $21.0 million recorded
      in 2004 which did not recur in 2005 offset by the hurricane asset retirement
      loss recorded in 2005.





As
      of
      December 31, 2005 and 2004, we own and operate cable systems serving
      approximately 131,200 and 142,400 analog video customers, respectively.
      Approximately 103,400 of our analog video customers were impacted by hurricanes
      Katrina and Rita. We have restored service to our impacted customers. Included
      in the 11,200 of net loss of analog video customers for the year ended December
      31, 2005 is approximately 5,400 of net losses related to




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systems
      impacted by hurricanes Katrina and Rita. We currently estimate additional analog
      video customer losses related to hurricanes Katrina and Rita of approximately
      3,000 to 4,000 in the first quarter of 2006 as a result of the displacement
      of
      current customers for a period of time.





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.





**Results
      of Operations**





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





**Year
                Ended December 31,****2005**
            
            **2004**Revenues
            
            $
            110,286
            
            
            100
            %
            $
            115,711
            
            
            100
            %Costs
                and Expenses:Operating
                (excluding depreciation and amortization)
            
            
            52,764
            
            
            48
            %
            
            48,776
            
            
            42
            %Selling,
                general and administrative
            
            
            24,780
            
            
            22
            %
            
            22,967
            
            
            20
            %Depreciation
                and amortization
            
            
            33,775
            
            
            31
            %
            
            35,456
            
            
            31
            %Impairment
                of franchises
            
            
            --
            
            
            --
            
            
            21,014
            
            
            18
            %Loss
                on sale of assets, net
            
            
            126
            
            
            --
            
            
            296
            
            
            --Hurricane
                asset retirement loss
            
            
            6,395
            
            
            6
            %
            
            --
            
            
            --Special
                charges, net
            
            
            (16
            )
            
            --
            
            
            2,248
            
            
            2
            %117,824
            
            
            107
            %
            
            130,757
            
            
            113
            %Loss
                from operations
            
            
            (7,538
            )
            
            (7
            )%
            
            (15,046
            )
            
            (13
            )%Other
                expenses:Interest
                expense, net
            
            
            (11,042
            )
            
            
            
            
            (11,024
            )Loss
                before cumulative effect ofaccounting
                change
            
            
            (18,580
            )
            
            
            
            
            (26,070
            )Cumulative
                effect of accounting change
            
            
            --
            
            
            
            
            
            (5,744
            )Net
                loss
            
            $
            (18,580
            )
            
            
            
            $
            (31,814
            )





***Year
      Ended December 31, 2005 Compared to Year Ended December 31, 2004***





***Revenues*** **.** The
      overall decrease in revenues in 2005 compared to 2004 is principally the result
      of $8.8 million of credits issued to hurricanes Katrina and Rita impacted
      customers related to service outages and a decrease in analog video customers
      and is offset partially by increases in the number of digital video and
      high-speed Internet customers as well as price increases for video and
      high-speed Internet services. We expect revenues to be negatively impacted
      for a
      period of time as a result of the displacement of customers by hurricanes
      Katrina and Rita. Our goal is to increase revenues by improving customer service
      which we believe will stabilize our analog video customer base, implementing
      price increases on certain services and packages and increasing the number
      of
      our customers who purchase high-speed Internet services, digital video and
      advanced products and services such as VOD, high definition television and
      DVR
      service.





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




**Year
                  Ended December 31,****2005**
              
              **2004**
              
              **2005
                  over 2004****Revenues**
              
              **%
                  of**
                **Revenues**
              
              **Revenues**
              
              **%
                  of**
                **Revenues**
              
              **Change**
              
              **%
                  Change**Video
              
              $
              75,857
              
              
              69
              %
              $
              83,934
              
              
              73
              %
              $
              (8,077
              )
              
              (10
              )%High-speed
                  Internet
              
              
              16,400
              
              
              15
              %
              
              14,415
              
              
              12
              %
              
              1,985
              
              
              14
              %Advertising
                  sales
              
              
              6,334
              
              
              6
              %
              
              5,805
              
              
              5
              %
              
              529
              
              
              9
              %Commercial
              
              
              3,534
              
              
              3
              %
              
              3,017
              
              
              3
              %
              
              517
              
              
              17
              %Other
              
              
              8,161
              
              
              7
              %
              
              8,540
              
              
              7
              %
              
              (379
              )
              
              (4
              )%$
              110,286
              
              
              100
              %
              $
              115,711
              
              
              100
              %
              $
              (5,425
              )
              
              (5
              )%
 Video
        revenues consist primarily of revenues from analog and digital video services
        provided to our non-commercial customers. The decrease was primarily the
        result
        of approximately $6.8 million of credits issued to hurricanes Katrina and
        Rita
        impacted customers related to service outages and a decline in analog video
        customers partially offset by price increases and an increase in digital
        video
        customers.





The
      increase in revenues from high-speed Internet services provided to our
      non-commercial customers was primarily the result of an increase in high-speed
      Internet customers and an increase in the average price of the service,
      partially offset by approximately $2.0 million of credits issued to hurricanes
      Katrina and Rita impacted customers related to service outages.





Advertising
      sales revenues consist primarily of revenues from commercial advertising
      customers, programmers and other vendors. Advertising sales increased primarily
      as a result of an increase in local advertising sales offset by a decline in
      the
      national advertising sales. For the years ended December 31, 2005 and 2004,
      we
      received $0.5 million and $0.4 million, respectively, in advertising sales
      revenues from programmers.





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





Other
      revenues consist of revenues from franchise fees, equipment rental, customer
      installations, home shopping, late payment fees, wire maintenance fees and
      other
      miscellaneous revenues. Other revenues decreased primarily as a result of a
      decrease in late payment fees.





***Operating
      expenses*** .
      Programming costs included in the accompanying consolidated statements of
      operations were $31.8 million and $30.9 million, representing 60% and 63% of
      total operating expenses for the years ended December 31, 2005 and 2004,
      respectively. Key expense components as a percentage of revenues were as follows
      (dollars in thousands):


**Year
                  Ended December 31,****2005**
              
              **2004**
              
              **2005
                  over 2004****Expenses**
              
              **%
                  of**
                **Revenues**
              
              **Expenses**
              
              **%
                  of**
                **Revenues**
              
              **Change**
              
              **%
                  Change**Programming
              
              $
              31,775
              
              
              29
              %
              $
              30,874
              
              
              27
              %
              $
              901
              
              
              3
              %Service
              
              
              18,255
              
              
              17
              %
              
              15,541
              
              
              13
              %
              
              2,714
              
              
              17
              %Advertising
                  sales
              
              
              2,734
              
              
              2
              %
              
              2,361
              
              
              2
              %
              
              373
              
              
              16
              %$
              52,764
              
              
              48
              %
              $
              48,776
              
              
              42
              %
              $
              3,988
              
              
              8
              %


Programming
      costs consist primarily of costs paid to programmers for analog, premium,
      digital channels and pay-per-view programming. The increase in programming
      costs
      was a result of price increases, particularly in sports




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programming
      and an increase in digital video customers, partially offset by reductions
      in
      programming costs of $1.8 million related to hurricanes Katrina and Rita service
      outages and decreases in analog video customers. Programming costs were offset
      by the amortization of payments received from programmers in support of launches
      of new channels of $1.1 million and $1.7 million for the years ended December
      31, 2005 and 2004, respectively.





Our
      cable
      programming costs have increased in every year we have operated in excess of
      customary inflationary and cost-of-living increases. We expect them to continue
      to increase due to a variety of factors, including annual increases imposed
      by
      programmers and additional programming being provided to customers as a result
      of system rebuilds and bandwidth reallocation, both of which increase channel
      capacity. In 2006, we expect programming costs to increase at a higher rate
      than
      in 2005. These costs will be determined in part on the outcome of programming
      negotiations in 2006 and will likely be subject to offsetting events or
      otherwise affected by factors similar to the ones mentioned in the preceding
      paragraph. Our increasing programming costs have resulted in declining operating
      margins for our video services because we have been 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, high-speed Internet revenues, advertising revenues and commercial
      service revenues.





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





***Selling,
      general and administrative expenses*** .
      Key
      components of expense as a percentage of revenues were as follows (dollars
      in
      thousands):





**Year
                ended December 31,****2005**
            
            **2004**
            
            **2005
                over 2004****%
                of**
            
            
            
            **%
                of****Expenses**
            
            **Revenues**
            
            **Expenses**
            
            **Revenues**
            
            **Change**
            
            **%
                Change**General
                and administrative
            
            $
            22,347
            
            
            20
            %
            $
            20,619
            
            
            18
            %
            $
            1,728
            
            
            8
            %Marketing
            
            
            2,433
            
            
            2
            %
            
            2,348
            
            
            2
            %
            
            85
            
            
            4
            %$
            24,780
            
            
            22
            %
            $
            22,967
            
            
            20
            %
            $
            1,813
            
            
            8
            %





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
      resulted primarily from increases in call center costs of $1.3 million and
      management fees of $0.6 million offset by decreases in property taxes of $0.3
      million .





Marketing
      expenses increased as a result of an increased investment in targeted marketing
      campaigns.





***Depreciation
      and amortization*** *.* Depreciation
      and amortization expense decreased by $1.7 million in 2005. The decrease in
      depreciation was related to an increase in the amount of fully depreciated
      assets offset by an increase in capital expenditures.





***Impairment
      of franchises*** *.* We
      performed an impairment assessment during the third quarter of 2004. The use
      of
      lower projected growth rates and the resulting revised estimates of future
      cash
      flows in our valuation, primarily as a result of increased competition, led
      to
      the recognition of a $21.0 million impairment charge for the year ended December
      31, 2004. Our annual assessment in 2005 did not result in an
      impairment.





***Loss
      on sale of assets,***  *n* ***et*** .
      Loss on
      sale of assets for the years ended December 31, 2005 and 2004, respectively,
      represents losses recognized on the disposition of plant and
      equipment.





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***Hurricane
      Asset Retirement Loss.*** Hurricane
      asset retirement loss represents the loss associated with the write-off of
      the
      net book value of assets destroyed by hurricanes Katrina and Rita in the third
      quarter of 2005.





***Special
      charges, net.*** Reversal
      of special charges for the year ended December 31, 2005 represents an agreed
      upon cash discount on settlement of Charter’s consolidated federal class action
      and federal derivative action. Special charges for the year ended December
      31,
      2004 represents approximately $2.1 million as part of a settlement of Charter’s
      consolidated federal class actions, state derivative actions and federal
      derivative action lawsuits and approximately $0.1 million of litigation costs
      related to the settlement of a 2004 national class action suit (see Note 15
      to
      the accompanying consolidated financial statements contained in “Item 8.
      Financial Statements and Supplementary Data”).





***Interest
      expense, net*** .
      Interest expense remained relatively unchanged for the years ended December
      31,
      2005 and 2004.





***Cumulative
      effect of accounting change.*** Cumulative effect of accounting change of $5.7 million in 2004 represents the
      impairment charge recorded as a result of our adoption of EITF Topic D-108, *Use
      of the Residual Method to Value Acquired Assets Other than
      Goodwill* .





***Net
      loss*** .
      Net
      loss decreased $13.2 million in 2005 compared to 2004 as a result of the factors
      described above. The estimated impact to net loss in 2005 of hurricanes Katrina
      and Rita was to increase net loss by approximately $15.6 million. The impact
      to
      net loss in 2004 of the impairment of franchises and the cumulative effect
      of
      accounting change was to increase net loss by $26.8 million in
      2004.





**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 year ended December
      31,
      2005, we generated $19.0 million of net cash flows from operating activities.
      During 2006, we expect to fund our liquidity and capital requirements primarily
      through cash on hand, cash flows from operating activities and receipt of cash
      from our indirect parent companies funded through borrowings under the Charter
      Operating credit facilities.





The
      following table summarizes our payment obligations as of December 31, 2005
      under
      our long-term debt and certain other contractual obligations and commitments
      (dollars in thousands).





**Payment
                by Period****Less
                than 1**
            
            
            
            
            
            **More
                than****Total**
            
            **year**
            
            **1-3
                years**
            
            **3-5
                years**
            
            **5
                years****Contractual
                Obligations**Long-Term
                Debt (1)
            
            $
            114,413
            
            $
            --
            
            $
            114,413
            
            $
            --
            
            $
            --Long-Term
                Debt Interest Payments
            
            
            28,605
            
            
            11,442
            
            
            17,163
            
            
            --
            
            
            --Capital
                and Operating Lease Obligations (1)
            
            
            339
            
            
            86
            
            
            151
            
            
            44
            
            
            58Total
            
            $
            143,357
            
            $
            11,528
            
            $
            131,727
            
            $
            44
            
            $
            58





(1)
            The
                table presents maturities of long-term debt outstanding as of December
                31,
                2005. Refer to notes 8 and 15 to our consolidated financial statements
                contained in “Item 8. Financial Statements and Supplementary Data” for a
                description of our long-term debt and other contractual obligations
                and
                commitments.





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The
      following items are not included in the contractual obligations table because
      the obligations are not fixed and/or determinable due to various factors
      discussed below. However, we incur these costs as part of our operations:





·
            We
                also rent utility poles used in our operations. Generally, pole rentals
                are cancelable on short notice, but we anticipate that such rentals
                will
                recur. Rent expense incurred for pole rental attachments for the
                years
                ended December 31, 2005 and 2004, was approximately $1.3 million
                and $1.3
                million, respectively.


·
            We
                pay franchise fees under multi-year franchise agreements based on
                a
                percentage of revenues earned from video service per year. We also
                pay
                other franchise related costs, such as public education grants, under
                multi-year agreements. Franchise fees and other franchise related
                costs
                included in the accompanying statement of operations were approximately
                $3.8 million and $4.2 million for the years ended December 31, 2005
                and
                2004, respectively.


·
            Our
                parent companies negotiate and enter into programming agreements
                covering
                all of their subsidiaries, including us. We pay programming fees
                under
                these multi-year contracts ranging from three to six years typically
                based
                on a flat fee per customer, which may be fixed for the term or may
                in some
                cases, escalate over the term. Programming costs included in the
                accompanying statements of operations were $31.8 million and $30.9
                million
                for the years ended December 31, 2005 and 2004, respectively.





The
      principal amount of our senior notes was $114.4 million as of December 31,
      2005.
      Interest on the notes is payable semi-annually in arrears in cash at a rate
      of
      10% per year. The notes are redeemable at the option of the issuers thereof,
      in
      whole or in part, at 101.667% 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.





The
      fair
      market value of the senior notes was $114.5 million and $117.8 million as of
      December 31, 2005 and 2004, respectively. The fair market value of the senior
      notes is based on quoted market prices.





We
      expect
      to remain in compliance with the covenants under our indenture. We expect that
      cash flows from operating activities and receipt of cash from our indirect
      parent companies funded through borrowings under the Charter Operating credit
      facilities will be sufficient to satisfy our liquidity needs until maturity
      of
      the notes. However, we expect to rely on capital contributions from our indirect
      parent companies to repay the principal amount of our notes at maturity. There
      can be no assurance that our indirect parent companies will have sufficient
      liquidity to provide funds to us to satisfy this payment when due. As of
      December 31, 2005, our indirect parent companies have $19.4 billion of debt
      and
      may incur additional debt in the future. Cash flows from operating activities
      and amounts available under the Charter Operating credit facilities and CCO
      Holdings bridge loan, discussed below, will not be sufficient to fund our and
      our parent companies' operations and satisfy our and our parent companies'
      debt
      repayment and interest payment obligations in 2007 and beyond. The debt of
      each
      of our indirect parent companies has certain covenants which may restrict their
      ability to make distributions to their respective direct parent companies to
      satisfy future principal repayment obligations. In addition, a default under
      the
      covenants governing our indenture could result in the acceleration of our
      payment obligations under our debt and, under certain circumstances, in
      cross-defaults under our affiliates' debt obligations, which could adversely
      affect our indirect parent companies' ability to provide us with
      funding.





In
      January 2006, our indirect parent companies, CCH II, LLC (“CCH II”) and CCH II
      Capital Corp., issued $450 million in debt securities, the proceeds of which
      were provided, directly or indirectly, to Charter Operating, which used such
      funds to reduce borrowings, but not commitments, under the revolving portion
      of
      its credit facilities.





In
      October 2005, our indirect parent companies, CCO Holdings and CCO Holdings
      Capital Corp., as guarantor thereunder, entered into a senior bridge loan
      agreement (the "Bridge Loan") with JPMorgan Chase Bank, N.A., Credit Suisse,
      Cayman Islands Branch and Deutsche Bank AG Cayman Islands Branch (the "Lenders")
      whereby the Lenders have committed to make loans to CCO Holdings in an aggregate
      amount of $600 million. Upon the issuance of $450 million of CCH II notes,
      the
      commitment under the Bridge Loan was reduced to $435 million. CCO Holdings
      may
      draw upon the facility between January 2, 2006 and September 29, 2006 and the
      loans will mature on the sixth anniversary of the first borrowing under the
      Bridge Loan.





Increased
      funding requirements from customer demand for digital video and high-speed
      Internet services, or the need to offer other advanced services in certain
      of
      our markets in order to compete effectively could make us further reliant




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on
      our
      indirect parent companies’ ability to make loans and capital contributions to
      us. If we are unable to receive adequate financing to fund operations, our
      financial condition and results of operations could suffer materially.





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





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


·
            selling
                assets; or


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





If
      the
      above strategies are not successful, 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.





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. See “—
Risk Factors.”





***Historical
      Operating, Financing and Investing Activities***





We
      held
      $0.3 million and $0.2 million in cash and cash equivalents as of December 31,
      2005 and 2004, respectively.





***Operating
      Activities.*** Net
      cash
      provided by operating activities for the years ended December 31, 2005 and
      2004
      was $19.0 million and $19.5 million, respectively. Operating activities provided
      $0.4 million less cash in 2005 than in 2004 primarily as a result of changes
      in
      operating assets and liabilities that used $10.5 million less cash during the
      year ended December 31, 2005 compared to the corresponding period in 2004 offset
      by a decrease in revenues over cash costs. The change in operating assets and
      liabilities was primarily due to an increase in payables to managers of cable
      systems as a result of the decrease in revenues related to hurricanes Katrina
      and Rita offset by an increase in accounts receivable as a result of delays
      in
      mailing invoices to customers affected by hurricanes Katrina and
      Rita.





***Investing
      Activities.*** Net
      cash
      used in investing activities for the years ended December 31, 2005 and 2004
      was
      $19.0 million and $19.5 million, respectively. Investing activities used $0.5
      million less cash during the year ended December 31, 2005 than the corresponding
      period in 2004 primarily as a result of an increase in accrued expenses and
      payables to related party related to capital expenditures offset by an increase
      in purchases of property, plant and equipment related to replacement of plant
      and equipment damaged by hurricanes Katrina and Rita.





***Capital
      Expenditures***





We
      have
      significant ongoing capital expenditure requirements. Capital expenditures
      were
      $52.4 million and $19.8 million for the years ended December 31, 2005 and 2004,
      respectively. Capital expenditures increased as a result of capital costs
      associated with replacing plant and equipment related to hurricanes Katrina
      and
      Rita of $33.3 million, increased spending on support capital related to our
      investment in service improvements and scalable infrastructure related to
      VOD.





Our
      capital expenditures are funded primarily from cash flows from operating
      activities and receipt of cash from our indirect parent companies funded through
      borrowings under the Charter Operating credit facilities. In addition, during
      the years ended December 31, 2005 and 2004, our accrued expenses and payables
      to
      related parties related to capital expenditures increased $33.3 million and
      $0.3
      million, respectively.





Capital
      expenditures are expected to decrease in 2006 compared to 2005. We expect that
      the nature of these




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expenditures
      will continue to be composed primarily of purchases of customer premise
      equipment, support capital and for scalable infrastructure costs. We do not
      expect to incur significant additional capital expenditures associated with
      replacing plant and equipment related to Hurricanes Katrina and Rita. We expect
      to fund capital expenditures for 2006 primarily from cash flows from operating
      activities and receipt of cash from our indirect parent companies funded through
      borrowings under the Charter Operating credit facilities.





***Indenture
      Restrictions and Covenants***





The
      following description is a summary of certain material provisions of our notes.
      The summary does not restate the terms of the notes in their entirety, nor
      does
      it describe all terms of the notes. The instruments governing the notes are
      complicated and you should consult such instruments for more detailed
      information regarding our notes. Our notes are listed as exhibits to this annual
      report. Generally, these restrictions apply to us and to our restricted
      subsidiaries, which are currently all of our subsidiaries.





***Change
      of Control.*** In
      the
      event of a specified change of control, we must offer to repurchase any then
      outstanding public notes at 101% of their principal amount or accreted value,
      as
      applicable, plus accrued and unpaid interest, if any. See “Risk Factors.”





***Limitation
      on Indebtedness.*** The
      indenture 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;


·
            pay
                dividends on or repurchase equity interests;


·
            make
                investments;


·
            sell
                all or substantially all of our assets or merge with or into other
                companies;


·
            sell
                assets;


·
            enter
                into sale-leasebacks;


·
            in
                the case of restricted subsidiaries, create or permit to exist dividend
                or
                payment restrictions with respect to the bond issuers, guarantee
                the bond
                issuers’ debt, or issue specified equity interests;


·
            engage
                in certain transactions with affiliates;
                and


·
            grant
                liens.





The
      limitations on incurrence of debt permit us and our restricted subsidiaries
      to
      incur additional debt, so long as we are not in default under the indenture:





·
            if,
                after giving effect to the incurrence, we could meet a leverage ratio
                (ratio of consolidated debt to four times consolidated EBITDA, as
                defined,
                from the most recent quarter) of 6.75 to 1.0, and, regardless of
                whether
                the leverage ratio could be met,


·
            up
                to the greater of $200 million or 4.5 times our consolidated annualized
                EBITDA, as defined,


·
            up
                to an amount equal to 5% of our consolidated total assets to finance
                the
                purchase of new assets,


·
            up
                to two times the sum of (a) the net cash proceeds of new equity issuances
                and capital contributions, and (b) 80% of the fair market value of
                property received by us or an issuer as a capital contribution, in
                each
                case received after the issue date of our notes and not allocated
                to make
                restricted payments, and


·
            other
                items of indebtedness for specific purposes such as intercompany
                debt,
                refinancing of existing debt and interest rate swaps to provide protection
                against fluctuation in interest rates.





The
      indenture permits us to incur debt under one of the categories above, and
      reclassify the debt into a different category.





Under
      the
      indenture governing our notes, we and our restricted subsidiaries are permitted
      to pay dividends on equity interests, repurchase interests, make restricted
      investments, or make other specified restricted payments only if we could incur
      $1.00 of additional debt under the debt incurrence test, which requires that,
      after giving effect to the transaction, we meet the 6.75 to 1.0 leverage ratio
      of the indebtedness covenant and that no default exists or would occur as a
      consequence thereof. If those conditions are met, we and our restricted
      subsidiaries are permitted to make restricted payments in a total amount not
      to
      exceed the result of 100% of our consolidated EBITDA, as defined, minus 130%
      of
      our consolidated interest expense, plus 100% of new cash equity proceeds
      received by us and not allocated to the indebtedness covenant, plus returns
      on
      certain investments, all cumulatively from June 1998. We and our




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restricted
      subsidiaries may make permitted investments up to $2 million in related
      businesses and other specified permitted investments, restricted payments up
      to
      $10 million, dividends up to 6% each year of the net cash proceeds of public
      equity offerings, and other specified restricted payments without meeting the
      foregoing test.





We
      and
      our restricted subsidiaries are not permitted to grant liens on their assets
      other than specified permitted liens, unless corresponding liens are granted
      to
      secure our notes. Permitted liens include liens securing debt permitted to
      be
      incurred under credit facilities, liens securing debt incurred under the
      incurrence of indebtedness test, in amounts up to the greater of $200 million
      or
      4.5 times our consolidated EBITDA, as defined, liens as deposits for
      acquisitions up to 10% of the estimated purchase price, liens securing permitted
      financings of new assets, liens securing debt permitted to be incurred by
      restricted subsidiaries, and specified liens incurred in the ordinary course
      of
      business.





We
      and
      the issuers of our notes are generally not permitted to sell or otherwise
      dispose of all or substantially all of our assets or merge with or into other
      companies unless our consolidated net worth after any such transaction would
      be
      no greater than our consolidated net worth immediately prior to the transaction,
      or unless we could incur $1.00 of additional debt under the debt incurrence
      test, which would require us to meet a leverage ratio of 6.75 to 1.00 after
      giving effect to the transaction.





We
      and
      our subsidiaries may generally not otherwise sell assets or, in the case of
      subsidiaries, equity interests, unless we receive consideration at least equal
      to the fair market value of the assets, consisting of at least 75% cash,
      temporary cash investments or assumption of debt. Charter Holdings and its
      restricted subsidiaries (including us) are then required within 12 months after
      any asset sale either to commit to use the net cash proceeds over a specified
      threshold either to acquire assets used in their own or related businesses
      or
      use the net cash proceeds to repay debt, or to offer to repurchase our notes
      with any remaining proceeds.





We
      and
      our restricted subsidiaries may generally not engage in sale and leaseback
      transactions unless the lease term does not exceed three years or the proceeds
      are applied in accordance with the covenant limiting asset sales.





Our
      restricted subsidiaries may generally not enter into restrictions on our
      abilities to make dividends or distributions or transfer assets to us except
      those not more restrictive than is customary in comparable financings.





Our
      restricted subsidiaries are not permitted to guarantee or pledge assets to
      secure our debt or the debt of our restricted subsidiaries, unless the
      guarantying subsidiary issues a guarantee of our notes of comparable priority
      and tenor, and waives any rights of reimbursement, indemnity or subrogation
      arising from the guarantee transaction.





We
      and
      our restricted subsidiaries are generally not permitted to issue or sell equity
      interests in restricted subsidiaries, except sales of common stock of restricted
      subsidiaries so long as the proceeds of the sale are applied in accordance
      with
      the asset sale covenant, and issuances as a result of which the restricted
      subsidiary is no longer a restricted subsidiary and any remaining investment
      in
      that subsidiary is permitted by the covenant limiting restricted payments.





The
      indenture governing our notes also restricts our ability and the ability of
      our
      restricted subsidiaries to enter into certain transactions with affiliates
      involving consideration in excess of $2 million without a determination by
      the
      disinterested members of the board of directors that the transaction is on
      terms
      no less favorable than arm’s length, or transactions with affiliates involving
      over $4 million with affiliates without receiving an independent opinion as
      to
      the fairness of the transaction to us.





All
      of
      these covenants are subject to additional specified exceptions.





Our
      indenture includes various events of default. Under these provisions, a failure
      by us or any of our restricted subsidiaries to pay any indebtedness (other
      than
      under our notes) having a principal amount of $10 million or more (or any other
      default under any such indebtedness resulting in its acceleration) would result
      in an event of default under the indenture governing our notes.





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**Recently
      Issued Accounting Standards**





In
      November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      153, *Exchanges
      of Non-monetary Assets — An Amendment of APB No. 29* .
      This
      statement eliminates the exception to fair value for exchanges of similar
      productive assets and replaces it with a general exception for exchange
      transactions that do not have commercial substance — that is, transactions that
      are not expected to result in significant changes in the cash flows of the
      reporting entity. We adopted this pronouncement effective April 1, 2005. The
      adoption of this pronouncement did not have a material impact on our financial
      statements.





In
      December 2004, the FASB issued the revised SFAS No. 123, *Share-Based
      Payment* ,
      which
      addresses the accounting for share-based payment transactions in which a company
      receives employee services in exchange for (a) equity instruments of that
      company or (b) liabilities that are based on the fair value of the company’s
      equity instruments or that may be settled by the issuance of such equity
      instruments. This statement will be effective for us beginning January 1, 2006.
      Because we adopted the fair value recognition provisions of SFAS No. 123 on
      January 1, 2003, we do not expect this revised standard to have a material
      impact on our financial statements.





In
      March
      2005, the FASB issued FASB Interpretation No. 47, *Accounting
      for Conditional Asset Retirement Obligations* .
      This
      interpretation clarifies that the term “conditional asset retirement obligation”
as used in FASB Statement No. 143, *Accounting
      for Asset Retirement Obligations,* refers
      to
      a legal obligation to perform an asset retirement activity in which the timing
      and/or method of settlement are conditional on a future event that may or may
      not be within the control of the entity. This pronouncement is effective for
      fiscal years ending after December 15, 2005. The adoption of this interpretation
      did not have a material impact on our financial statements.





We
      do not
      believe that any other recently issued, but not yet effective accounting
      pronouncements, if adopted, would have a material effect on our accompanying
      financial statements.





**Item
      7A.** ***Quantitative
      and Qualitative Disclosure About Market Risk.***





Not
      Applicable.





**Item
      8.** ***Financial
      Statements and Supplementary Data.***





Our
      consolidated financial statements, the related notes thereto, and the reports
      of
      independent auditors are included in this annual report beginning on page F-1.





Separate
      financial statements for Capital have not been presented as Capital had no
      operations and substantially no assets or equity. Accordingly, management has
      determined that such financial statements are not material.





**Item
      9.** ***Changes
      in and Disagreements with Accountants on Accounting and Financial Disclosure.***





None.





**Item
      9A.** ***Controls
      and Procedures.***





**Conclusion
      Regarding the Effectiveness of Disclosure Controls and
      Procedures**





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





There
      was
      no change in our internal control over financial reporting during 2005 that
      has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.





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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 its
      controls do provide such reasonable assurance.





**Item
      9B.** ***Other
      Information.***





None.





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**PART
      III**





**Item
      14.** ***Principal
      Accounting Fees and Services.***





***Audit
      Fees***





During
      the years ended December 31, 2005 and 2004, we incurred fees and related
      expenses for professional services rendered by KPMG LLP (“KPMG”) for the audits
      of our financial statements for the applicable year and for the review of our
      interim financial statements totaling approximately $138,000 and $67,000,
      respectively. We have derived these fees by allocating the KPMG fees associated
      with the audit of Charter and its subsidiaries, including us. The allocation
      is
      based on a ratio of our analog video customers to the total analog video
      customers of Charter.





Charter’s
      Audit Committee appoints, retains, compensates and oversees the registered
      public accountants (subject, if applicable, to board of director and/or
      shareholder ratification), and approves in advance all fees and terms for the
      audit engagement and non-audit engagements where non-audit services are not
      prohibited by Section 10A of the Securities Exchange Act of 1934, as amended,
      with registered public accountants. Pre-approvals of non-audit services are
      sometimes delegated to a single member of Charter’s Audit Committee. However,
      any pre-approvals made by Charter’s Audit Committee’s designee are presented at
      Charter’s Audit Committee’s next regularly scheduled meeting. Charter’s Audit
      Committee has an obligation to consult with management on these matters.
      Charter’s Audit Committee approved 100% of the KPMG fees for the years ended
      December 31, 2005 and 2004. Each year, including 2005, with respect to the
      proposed audit engagement, Charter’s Audit Committee reviews the proposed risk
      assessment process in establishing the scope of examination and the reports
      to
      be rendered.





In
      its
      capacity as a committee of Charter’s Board, Charter’s Audit Committee oversees
      the work of the registered public accounting firm (including resolution of
      disagreements between management and the public accounting firm regarding
      financial reporting) for the purpose of preparing or issuing an audit report
      or
      performing other audit, review or attest services. The registered public
      accounting firm reports directly to Charter’s Audit Committee. In performing its
      functions, Charter’s Audit Committee undertakes those tasks and responsibilities
      that, in its judgment, most effectively contribute to and implement the purposes
      of Charter’s Audit Committee charter. For more detail of Charter’s Audit
      Committee’s authority and responsibilities, see Charter’s Audit Committee
      charter set forth in Appendix A of its 2005 Proxy Statement filed with the
      SEC
      on August 4, 2005.


21
 Table
          of Contents


**PART
      IV**





**Item
      15.** ***Exhibits
      and Financial Statement Schedules.***





(a)
            The
                following documents are filed as part of this annual report:





·
            Financial
                Statements.





A
      listing
      of the financial statements, notes and reports of independent public accountants
      required by Item 8 begins on page F-1 of this annual report.




·
            Financial
                Statement Schedules.





No
      financial statement schedules are required to be filed by Items 8 and 15(d)
      because they are not required or are not applicable, or the required information
      is set forth in the applicable financial statements or notes thereto.





·
            Exhibits
                (listed by numbers corresponding to the Exhibit Table of Item 601
                in
                Regulation S-K):





**Exhibit****Number**
            
            **Description**3.1
            
            Certificate
                of Incorporation of Renaissance Media Capital Corporation and all
                amendments thereto (incorporated byreference
                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-4filed
                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 RegistrationStatement
                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 theRegistration
                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 theRegistration
                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 theRegistration
                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(a)
            
            Amended
                and Restated Limited Liability Company 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 GroupLLC,
                Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee)
                LLC and
                Renaissance Media CapitalCorporation
                filed on May 17, 1999 (File No. 333-56679)).3.6(b)*
            
            Amended
                and Restated Limited Liability Company Agreement of Renaissance Media
                Group LLC, dated June 19,2003.3.7
                (a)
            
            Amended
                and Restated Limited Liability Company Agreement of Renaissance Media
                (Louisiana) LLC, dated April29,
                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




22
 Table
          of Contents




Capital
                Corporation filed on May 17, 1999 (File No. 333-56679)).3.7(b)*
            
            Second
                Amended and Restated Limited Liability Company Agreement of Renaissance
                Media (Louisiana) LLC,dated
                February 12, 2004.3.8
                (a)
            
            Amended
                and Restated Limited Liability Company Agreement of Renaissance Media
                (Tennessee) LLC, dated April29,
                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 MediaCapital
                Corporation filed on May 17, 1999 (File No. 333-56679)).3.8(b)*
            
            Second
                Amended and Restated Limited Liability Company Agreement of Renaissance
                Media (Tennessee) LLC,dated
                February 12, 2004.3.9(a)
            
            Amended
                and Restated Limited Liability Company 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 CapitalCorporation
                filed on May 17, 1999 (File No. 333-56679)).3.9(b)*
            
            Third
                Amended and Restated Limited Liability Company Agreement of Renaissance
                Media LLC, dated February 12,2004.3.10
            
            Certificate
                of Formation of Renaissance Media LLC (incorporated by reference
                to
                Exhibit 3.4 of the annual reporton
                Form 10-K of Renaissance Media Group LLC, Renaissance Media (Louisiana)
                LLC, Renaissance Media(Tennessee)
                and Renaissance Media Capital Corporation filed March 30, 2000 (File
                No.
                333-56679)).4.1
            
            Indenture
                dated as of April 9, 1998, by and among Renaissance Media (Louisiana)
                LLC,
                Renaissance Media(Tennessee)
                LLC, Renaissance Media Capital Corporation, Renaissance Media Group
                LLC
                and United States TrustCompany
                of New York, as Trustee (incorporated by reference to the Exhibit
                4.1 of
                the Registration Statement ofRenaissance
                Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance Media
                (Tennessee) LLC andRenaissance
                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 Actionentitled
                in Re Charter Communications, Inc. Securities Litigation.
                (incorporated by reference to Exhibit 10.48 to theAnnual
                Report on Form 10-K filed by Charter 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 FederalClass
                Action entitled In Re Charter Communications, Inc. Securities Litigation
                (incorporated by reference toExhibit 10.35(b)
                to Amendment No. 3 to the registration statement on Form S-1
                filed by Charter Communications,Inc.
                on June 8, 2005 (File No. 333-121186)).10.2
            
            Stipulation
                of Settlement, dated as of January 24, 2005, regarding settlement of
                Federal Derivative Action, Arthur J.Cohn
                v. Ronald L. Nelson et al and Charter Communications, Inc.
                (incorporated by reference to Exhibit 10.50 to theannual
                report on Form 10-K filed by Charter Communications, Inc. on
                March 3, 2005 (File No. 000-27927)).10.3(a)+
            
            Charter
                Communications Holdings, LLC 1999 Option Plan (incorporated by reference
                to Exhibit 10.4 to AmendmentNo.
                4 to the registration statement on Form S-4 of Charter Communications
                Holdings, LLC and CharterCommunications
                Holdings Capital Corporation filed on July 22, 1999 (File No. 333-77499)).10.3(b)+
            
            Assumption
                Agreement regarding Option Plan, dated as of May 25, 1999, by and
                between
                Charter CommunicationsHoldings,
                LLC and Charter Communications Holding Company, LLC (incorporated
                by
                reference to Exhibit 10.13 toAmendment
                No. 6 to the registration statement on Form S-4 of Charter Communications
                Holdings, LLC and CharterCommunications
                Holdings Capital Corporation filed on August 27, 1999 (File No.
                333-77499)).10.3(c)+
            
            Form
                of Amendment No. 1 to the Charter Communications Holdings, LLC 1999
                Option
                Plan (incorporated byreference
                to Exhibit 10.10(c) to Amendment No. 4 to the registration statement
                on
                Form S-1 of CharterCommunications,
                Inc. filed on November 1, 1999 (File No. 333-83887)).




23
 Table
          of Contents






10.3(d)+
            
            Amendment
                No. 2 to the Charter Communications Holdings, LLC 1999 Option Plan
                (incorporated by reference toExhibit
                10.4(c) to the annual report on Form 10-K filed by Charter Communications,
                Inc. on March 30, 2000 (FileNo.
                000-27927)).10.3(e)+
            
            Amendment
                No. 3 to the Charter Communications 1999 Option Plan (incorporated
                by
                reference to Exhibit 10.14(e)to
                the annual report of Form 10-K of Charter Communications, Inc. filed
                on
                March 29, 2002 (File No. 000-27927)).10.3(f)+
            
            Amendment
                No. 4 to the Charter Communications 1999 Option Plan (incorporated
                by
                reference to Exhibit 10.10(f)to
                the annual report on Form 10-K of Charter Communications, Inc. filed
                on
                April 15, 2003 (File No. 000-27927)).10.4(a)+
            
            Charter
                Communications, Inc. 2001 Stock Incentive Plan (incorporated by reference
                to Exhibit 10.25 to the quarterlyreport
                on Form 10-Q filed by Charter Communications, Inc. on May 15, 2001
                (File
                No. 000-27927)).10.4(b)+
            
            Amendment
                No. 1 to the Charter Communications, Inc. 2001 Stock Incentive Plan
                (incorporated by reference toExhibit
                10.11(b) to the annual report on Form 10-K of Charter Communications,
                Inc.
                filed on April 15, 2003 (FileNo.
                000-27927)).10.4(c)+
            
            Amendment
                No. 2 to the Charter Communications, Inc. 2001 Stock Incentive Plan
                (incorporated by reference toExhibit
                10.10 to the quarterly report on Form 10-Q filed by Charter
                Communications, Inc. on November 14, 2001(File
                No. 000-27927)).10.4(d)+
            
            Amendment
                No. 3 to the Charter Communications, Inc. 2001 Stock Incentive Plan
                effective January 2, 2002(incorporated
                by reference to Exhibit 10.15(c) to the annual report of Form 10-K
                of
                Charter Communications, Inc.filed
                on March 29, 2002 (File No. 000-27927)).10.4(e)+
            
            Amendment
                No. 4 to the Charter Communications, Inc. 2001 Stock Incentive Plan
                (incorporated by reference toExhibit
                10.11(e) to the annual report on Form 10-K of Charter Communications,
                Inc.
                filed on April 15, 2003 (FileNo.
                000-27927)).10.4(f)+
            
            Amendment
                No. 5 to the Charter Communications, Inc. 2001 Stock Incentive Plan
                (incorporated by reference toExhibit
                10.11(f) to the annual report on Form 10-K of Charter Communications,
                Inc.
                filed on April 15, 2003 (FileNo.
                000-27927)).10.4(g)+
            
            Amendment
                No. 6 to the Charter Communications, Inc. 2001 Stock Incentive Plan
                effective December 23, 2004(incorporated
                by reference to Exhibit 10.43(g) to the registration statement on
                Form S-1 of Charter Communications,Inc.
                filed on October 5, 2005 (File
                No. 333-128838)).10.4(h)+
            
            Amendment
                No. 7 to the Charter Communications, Inc. 2001 Stock Incentive Plan
                effective August 23, 2005(incorporated
                by reference to Exhibit 10.43(h) to the registration statement on
                Form S-1 of Charter Communications,Inc.
                filed on October 5, 2005 (File
                No. 333-128838)).10.4(i)+
            
            Description
                of Long-Term Incentive Program to the Charter Communications, Inc.
                2001
                Stock Incentive Plan(incorporated
                by reference to Exhibit 10.11(g) to the annual report on Form 10-K
                filed
                by Charter Communications,Inc.
                filed on March 15, 2004 (File No. 000-27927)).10.5+
            
            Description
                of Charter Communications, Inc. 2005 Executive Bonus Plan (incorporated
                by
                reference to Exhibit 10.51to
                the annual report on Form 10-K filed by Charter Communications, Inc.
                on
                March 3, 2005 (File No. 000-27927)).10.6+
            
            2005
                Executive Cash Award Plan dated as of June 9, 2005 (incorporated by
                reference to Exhibit 99.1 to the currentreport
                on Form 8-K of Charter Communications, Inc. filed June 15, 2005
                (File No. 000-27927)).10.7+
            
            Executive
                Services Agreement, dated as of January 17, 2005, between Charter
                Communications, Inc. and Robert P.May
                (incorporated by reference to Exhibit 99.1 to the current report on
                Form 8-K of Charter Communications, Inc.filed
                on January 21, 2005 (File No. 000-27927)).10.8+
            
            Employment
                Agreement, dated as of October 8, 2001, by and between Carl E. Vogel
                and Charter Communications,




24
 Table
          of Contents




Inc.
                (Incorporated by reference to Exhibit 10.4 to the quarterly report on
                Form 10-Q filed by CharterCommunications,
                Inc. on November 14, 2001 (File
                No. 000-27927)).10.9+
            
            Separation
                Agreement and Release for Carl E. Vogel, dated as of
                February 17, 2005 (incorporated by reference toExhibit
                99.1 to the current report on Form 8-K filed by Charter
                Communications, Inc. on February 22, 2005 (FileNo. 000-27927)).10.10+
            
            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. filedApril 19,
                2005 (File No. 000-27927)).10.11+
            
            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)).10.12+
            
            Restricted
                Stock Agreement, dated as of July 13, 2005, by and between Michael J.
                Lovett and CharterCommunications,
                Inc. (incorporated by reference to Exhibit 99.2 to the current report
                on Form 8-K of CharterCommunications,
                Inc. filed July 13, 2005 (File
                No. 000-27927)).10.13+
            
            Employment
                Agreement, dated as of August 9, 2005, by and between Neil Smit and
                Charter Communications, Inc.(incorporated
                by reference to Exhibit 99.1 to the current report on Form 8-K
                of Charter Communications, Inc. filedon
                August 15, 2005 (File No. 000-27927)).10.14+
            
            Employment
                Agreement dated as of September 2, 2005, by and between Paul E.
                Martin and CharterCommunications,
                Inc. (incorporated by reference to Exhibit 99.1 to the current report
                on Form 8-K of CharterCommunications,
                Inc. filed on September 9, 2005 (File
                No. 000-27927)).10.15+
            
            Employment
                Agreement dated as of September 2, 2005, by and between Wayne H.
                Davis and CharterCommunications,
                Inc. (incorporated by reference to Exhibit 99.2 to the current report
                on Form 8-K of CharterCommunications,
                Inc. filed on September 9, 2005 (File
                No. 000-27927)).10.16+
            
            Employment
                Agreement dated as of October 31, 2005, by and between Sue Ann
                Hamilton and CharterCommunications,
                Inc. (incorporated by reference to Exhibit 10.21 to the quarterly
                report on Form 10-Q of CharterCommunications,
                Inc. filed on November 2, 2005 (File
                No. 000-27927)).10.17+
            
            Employment
                Agreement effective as of October 10, 2005, by and between Grier C.
                Raclin and CharterCommunications,
                Inc. (incorporated by reference to Exhibit 99.1 to the current report
                on Form 8-K of CharterCommunications,
                Inc. filed on November 14, 2005 (File
                No. 000-27927)).10.18+
            
            Employment
                Offer Letter, dated November 22, 2005, by and between Charter
                Communications, Inc. and Robert A.Quigley
                (incorporated by reference to 10.68 to Amendment No. 1 to the registration
                statement on Form S-1 ofCharter
                Communications, Inc. filed on February 2, 2006 (File No.
                333-130898)).10.19+
            
            Employment
                Agreement dated as of December 9, 2005, by and between Robert
                A. Quigley and CharterCommunications,
                Inc. (incorporated by reference to Exhibit 99.1 to the current report
                on Form 8-K of CharterCommunications,
                Inc. filed on December 13, 2005 (File
                No. 000-27927)).10.20+
            
            Retention
                Agreement dated as of January 9, 2006, by and between Paul E. Martin
                and Charter Communications, Inc.(incorporated
                by reference to Exhibit 99.1 to the current report on Form 8-K
                of Charter Communications, Inc. filedon
                January 10, 2006 (File No. 000-27927)).10.21+
            
            Employment
                Agreement dated as of January 20, 2006 by and between Jeffrey T.
                Fisher
                and CharterCommunications,
                Inc.(incorporated by reference to Exhibit 10.1 to the current report
                on
                Form 8-K of CharterCommunications,
                Inc. filed on January 27, 2006 (File No. 000-27927)).10.22+
            
            Employment
                Agreement dated as of February 28, 2006 by and between Michael J.
                Lovett
                and CharterCommunications,
                Inc. (incorporated by reference to Exhibit 99.2 to the current report
                on
                Form 8-K of Charter




25
 Table
          of Contents




Communications,
                Inc. filed on March 3, 2006 (File No. 000-27927)).31.1*
            
            Certificate
                of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a)
                under
                the SecuritiesExchange
                Act of 1934.31.2*
            
            Certificate
                of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a)
                under
                the Securities.Exchange
                Act of 1934.32.1*
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of2002
                (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 of2002
                (Chief Financial Officer).




_______________





* Documents
      attached.





+  Management
      compensatory plan or arrangement.





We
      agree
      to furnish to the SEC, upon request, copies of any long-term debt instruments
      that authorize an amount of securities constituting 10% or less of the total
      assets of the respective registrants on a consolidated basis.





SUPPLEMENTAL
      INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF
      THE
      ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION
      12
      OF THE ACT.





No
      annual
      reports or proxy materials were sent to the registrants’ security holders during
      the year ended December 31, 2005.


26
 Table
          of Contents


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrants have duly caused this annual report to be signed on their
      behalf by the undersigned, thereunto duly authorized.





RENAISSANCE
                MEDIA GROUP LLCRENAISSANCE
                MEDIA (LOUISIANA)RENAISSANCE
                MEDIA (TENNESSEE) LLCRegistrantsBy:
                CHARTER COMMUNICATIONS, INC., Registrants’ ManagerDate:
                March 30, 2006
            
            By:
            
            /s/
                Neil SmitNeil
                Smit*Director,
                President and Chief Executive Officer*RENAISSANCE
                MEDIA CAPITAL CORPORATIONRegistrantDate:
                March 30, 2006
            
            By:
            
            /s/
                Neil SmitNeil
                Smit*Director,
                President and Chief Executive
                Officer*





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of Charter Communications,
      Inc.
      and in the capacities and on the dates indicated.





**Signature**
            
            **Title**
            
            **Date**/s/
                Paul G. Allen
            
            Chairman
                of the Board of Directors,
            
            March
                30, 2006Paul
                G. Allen
            
            Charter
                Communications, Inc./s/
                Neil Smit
            
            Director,
                President and Chief Executive Officer
            
            March
                  30, 2006Neil
                Smit
            
            (Principal
                Executive Officer)/s/
                Jeffrey T. Fisher
            
            Executive
                Vice President and Chief Financial Officer
            
            March
                  30, 2006Jeffrey
                T. Fisher
            
            (Principal
                Financial Officer)/s/
              Paul E. Martin
            
            Senior
              Vice President, Principal Accounting Officer
            
            March
                30, 2006Paul
              E. Martin
            
            and
              Corporate Controller (Principal Accounting Officer)/s/
              W. Lance Conn
            
            Director,
              Charter Communications, Inc.
            
            March
                30, 2006W.
              Lance Conn/s/
                Nathaniel A. Davis
            
            Director,
                Charter Communications, Inc.
            
            March
                  30, 2006Nathaniel
                A. Davis/s/Jonathan
                L. Dolgen
            
            Director,
                Charter Communications, Inc.
            
            March
                  30, 2006Jonathan
                L. Dolgen/s/
                Robert P. May
            
            Director,
                Charter Communications, Inc.
            
            March
                26, 2006Robert
                P. May/s/
                David C. Merritt
            
            Director,
                Charter Communications, Inc.
            
            March
                  30, 2006David
                C. Merritt/s/
                Marc B. Nathanson
            
            Director,
                Charter Communications, Inc.
            
            March
                  30, 2006Marc
                B. Nathanson/s/
                Jo Allen Patton
            
            Director,
                Charter Communications, Inc.
            
            March
                  30, 2006Jo
                Allen Patton/s/
                John H. Tory
            
            Director,
                Charter Communications, Inc.
            
            March
                  30, 2006John
                H. Tory/s/
                Larry W. Wangberg
            
            Director,
                Charter Communications, Inc.
            
            March
                  30, 2006Larry
                W. Wangberg







27
 Table
          of Contents


**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**




**INDEX
      TO FINANCIAL STATEMENTS**








**Page**Audited
                Financial StatementsReport
                of Independent Registered Public Accounting Firm
            F-2Consolidated
                Balance Sheets as of December 31, 2005 and 2004
            F-3Consolidated
                Statements of Operations for the Years Ended December 31, 2005, 2004
                and
                2003
            F-4Consolidated
                Statements of Changes in Member’s Equity for the Years Ended December 31,
                2005, 2004 and 2003
            F-5Consolidated
                Statements of Cash Flows for the Years Ended December 31, 2005, 2004
                and
                2003
            F-6Notes
                to Consolidated Financial Statements
            F-7





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










F-1
 Table
          of Contents


**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors


Renaissance
      Media Group, LLC:





We
      have
      audited the accompanying consolidated balance sheets of Renaissance Media Group,
      LLC and subsidiaries (the Company) as of December 31, 2005 and 2004, and
      the related consolidated statements of operations, changes in member’s equity,
      and cash flows for each of the years in the three-year period ended December
      31,
      2005. These consolidated financial statements are the responsibility of the
      Company’s management. Our responsibility is to express an opinion on these
      consolidated financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Renaissance Media Group,
      LLC
      and subsidiaries as of December 31, 2005 and 2004, and the results of their
      operations and their cash flows for each of the years in the three-year period
      ended December 31, 2005, in conformity with U.S. generally accepted accounting
      principles.





As
      discussed in Note 6 to the consolidated financial statements, effective
      September 30, 2004, the Company adopted EITF Topic D-108, *Use
      of the Residual Method to Value Acquired Assets Other than
      Goodwill.*








/s/
      KPMG
      LLP











St.
      Louis, Missouri


February
      27, 2006, except as to Note 18,


which
      is
      as of March 27, 2006










F-2
 Table
          of Contents


**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**


**(dollars
      in thousands)**





**December
                31,****2005**
            
            **2004****ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            280
            
            $
            228Accounts
                receivable, less allowance for doubtful accounts of
              $1,104
                and $234, respectively
            
            
            4,865
            
            
            1,764Prepaid
                expenses and other current assets
            
            
            170
            
            
            155Total
                current assets
            
            
            5,315
            
            
            2,147INVESTMENT
                IN CABLE PROPERTIES:Property,
                plant and equipment, net of accumulated depreciation
              of
                $147,103 and $120,986, respectively
            
            
            154,745
            
            
            140,406Franchises,
                net
            
            
            225,322
            
            
            225,445Total
                investment in cable properties, net
            
            
            380,067
            
            
            365,851OTHER
                NONCURRENT ASSETS
            
            
            55
            
            
            26Total
                assets
            
            $
            385,437
            
            $
            368,024**LIABILITIES
                AND MEMBER’S EQUITY**CURRENT
                LIABILITIES:Accounts
                payable and accrued expenses
            
            $
            19,420
            
            $
            14,923Payables
                to manager of cable systems — related party
            
            
            70,049
            
            
            37,254Total
                current liabilities
            
            
            89,469
            
            
            52,177LONG-TERM
                DEBT
            
            
            115,387
            
            
            115,805OTHER
                LONG-TERM LIABILITIES
            
            
            1,911
            
            
            2,792MEMBER’S
                EQUITY
            
            
            178,670
            
            
            197,250Total
                liabilities and member’s equity
            
            $
            385,437
            
            $
            368,024





The
          accompanying notes are an integral part of these consolidated financial
          statements
 F-3
 Table
          of Contents


**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(dollars
      in thousands)**








**Year
                Ended December 31,****2005**
            
            **2004**
            
            **2003**REVENUES
            
            $
            110,286
            
            $
            115,711
            
            $
            107,474COSTS
                AND EXPENSES:Operating
                (excluding depreciation and amortization)
            
            
            52,764
            
            
            48,776
            
            
            44,019Selling,
                general and administrative
            
            
            24,780
            
            
            22,967
            
            
            19,590Depreciation
                and amortization
            
            
            33,775
            
            
            35,456
            
            
            32,467Impairment
                of franchises
            
            
            —
            
            
            21,014
            
            
            —Loss
                on sale of assets, net
            
            
            126
            
            
            296
            
            
            642Hurricane
                asset retirement loss
            
            
            6,395
            
            
            —
            
            
            —Special
                charges, net
            
            
            (16
            )
            
            2,248
            
            
            —Acquisition
                liability settlements
            
            
            —
            
            
            —
            
            
            (402
            )117,824
            
            
            130,757
            
            
            96,316Income
                (loss) from operations
            
            
            (7,538
            )
            
            (15,046
            )
            
            11,158OTHER
                EXPENSES:Interest
                expense, net
            
            
            (11,042
            )
            
            (11,024
            )
            
            (10,835
            )Income
                (loss) before cumulative effectaccounting
                change
            
            
            (18,580
            )
            
            (26,070
            )
            
            323Cumulative
                effect of accounting change
            
            
            —
            
            
            (5,744
            )
            
            —Net
                income (loss)
            
            $
            (18,580
            )
            $
            (31,814
            )
            $
            323










The
          accompanying notes are an integral part of these consolidated financial
          statements
 F-4
 Table
          of Contents


**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CHANGES IN MEMBER’S EQUITY**


**(dollars
      in thousands)**





BALANCE,
                December 31, 2002
            
            $
            228,741Net
                income
            
            
            323BALANCE,
                December 31, 2003
            
            
            229,064Net
                loss
            
            
            (31,814
            )BALANCE,
                December 31, 2004
            
            
            197,250Net
                loss
            
            
            (18,580
            )BALANCE,
                December 31, 2005
            
            $
            178,670





The
          accompanying notes are an integral part of these consolidated financial
          statements
 F-5
 Table
          of Contents


**RENAISSANCE
      MEDIA GROUP LLC AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(dollars
      in thousands)**








**Year
                Ended December 31,****2005**
            
            **2004**
            
            **2003**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                income (loss)
            
            $
            (18,580
            )
            $
            (31,814
            )
            $
            323Adjustments
                to reconcile net income (loss) to net cash flows from operating
                activities:Depreciation
                and amortization
            
            
            33,775
            
            
            35,456
            
            
            32,467Impairment
                of franchises
            
            
            --
            
            
            21,014
            
            
            --Loss
                on sale of assets, net
            
            
            126
            
            
            296
            
            
            642Hurricane
                asset retirement loss
            
            
            6,395
            
            
            --
            
            
            --Special
                charges, net
            
            
            --
            
            
            1,991
            
            
            --Acquisition
                liability settlements
            
            
            --
            
            
            --
            
            
            (402
            )Noncash
                interest expense
            
            
            (418
            )
            
            (418
            )
            
            2,731Cumulative
                effect of accounting change
            
            
            --
            
            
            5,744
            
            
            --Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (3,101
            )
            
            (164
            )
            
            821Prepaid
                expenses and other assets
            
            
            (57
            )
            
            (34
            )
            
            (39
            )Accounts
                payable, accrued expenses and other
            
            
            (2,054
            )
            
            (2,063
            )
            
            2,092Payables
                to related party
            
            
            2,931
            
            
            (10,554
            )
            
            (24,412
            )Net
                cash flows from operating activities
            
            
            19,017
            
            
            19,454
            
            
            14,223CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchases
                of property, plant and equipment
            
            
            (52,356
            )
            
            (19,831
            )
            
            (10,863
            )Change
                in accrued expenses and payables to related party related to capital
                expenditures
            
            
            33,349
            
            
            348
            
            
            (1,984
            )Other,
                net
            
            
            42
            
            
            --
            
            
            (1,119
            )Net
                cash flows from investing activities
            
            
            (18,965
            )
            
            (19,483
            )
            
            (13,966
            )NET
                CHANGE IN CASH
            
            
            52
            
            
            (29
            )
            
            257CASH,
                beginning of period
            
            
            228
            
            
            257
            
            
            --CASH,
                end of period
            
            $
            280
            
            $
            228
            
            $
            257CASH
                PAID FOR INTEREST
            
            $
            11,460
            
            $
            11,442
            
            $
            5,270










The
            accompanying notes are an integral part of these consolidated financial
            statements
 F-6
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**





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





The
      accompanying 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.





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
      prior year amounts have been reclassified to conform with the 2005 presentation.





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





The
      Company incurred losses from operations of $7.5 million and $15.0 million in
      2005 and 2004, respectively, and recognized income from operations of $11.2
      million in 2003. The Company’s net cash flows from operating activities were
      $19.0 million, $19.5 million and $14.2 million for the years ended December
      31,
      2005, 2004 and 2003, respectively.





The
      Company has historically required significant cash to fund debt service costs,
      capital expenditures and ongoing operations. Historically, the Company has
      funded these requirements through cash flows from operating activities and
      receipt of cash from our indirect parent companies funded through borrowings
      under the Charter Operating credit facilities. However, the mix of funding
      sources changes from period to period. For the year ended December 31, 2005,
      the
      Company generated $19.0 million of net cash flows from operating activities.
      In
      addition, the Company used $19.0 million for investing activities. The Company
      expects that cash on hand and cash flows from operating activities will be
      adequate to meet its cash needs in 2006.





The
      Company's long-term financing as of December 31, 2005 consists of $114.4 million
      principal amount of senior discount notes which become 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 December 31, 2005, the
      Company’s indirect parent companies have $19.4 billion of debt and may incur
      additional debt in the future. Cash flows from operating activities and amounts
      available under the Charter Operating credit facilities and the CCO
      Holdings, LLC ("CCO Holdings") Bridge
      Loan (described below) will not be sufficient to fund the Company’s and its
      parent companies’ operations and satisfy the company’s and its parent companies’
debt repayment and interest payment obligations in 2007 and beyond. The debt
      of
      each of the Company’s indirect parent companies’ has certain covenants which may
      restrict such Company’s ability to make distributions to their




F-7
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**




respective
      direct parent companies to satisfy future principal repayment obligations.
      In
      addition, a default under the covenants governing the Company's indenture could
      result in the acceleration of the Company's payment obligations under the
      Company's debt and, under certain circumstances, in cross-defaults under the
      Company's affiliates' debt obligations, which could adversely affect the
      Company's indirect parent companies' ability to provide us with
      funding.





In
      January 2006, the
      Company’s indirect parent companies, CCH
      II,
      LLC (“CCH II”) and CCH II Capital Corp. issued $450 million in debt securities,
      the proceeds of which were provided, directly or indirectly, to Charter
      Operating), which used such funds to reduce borrowings, but not commitments,
      under the revolving portion of its credit facilities.





In
      October 2005, the Company’s indirect parent companies, CCO Holdings and CCO
      Holdings Capital Corp., as guarantor thereunder, entered into a senior bridge
      loan agreement (the "Bridge Loan") with JPMorgan Chase Bank, N.A., Credit
      Suisse, Cayman Islands Branch and Deutsche Bank AG Cayman Islands Branch (the
      "Lenders") whereby the Lenders committed to make loans to CCO Holdings in an
      aggregate amount of $600 million. Upon the issuance of $450 million of CCH
      II
      notes discussed above, the commitment under the Bridge Loan was reduced to
      $435
      million. CCO Holdings may draw upon the facility between January 2, 2006 and
      September 29, 2006 and the loans will mature on the sixth anniversary of the
      first borrowing under the Bridge Loan.





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





**3.**  **Summary
      of Significant Accounting Policies**





***Cash
      Equivalents***





The
      Company considers all highly liquid investments with original maturities of
      three months or less to be cash equivalents. These investments are carried
      at
      cost, which approximates market value.





***Property,
      Plant and Equipment***





Property,
      plant and equipment are recorded at cost, including all material, labor and
      certain indirect costs associated with the construction of cable transmission
      and distribution facilities. While the Company’s capitalization is based on
      specific activities, once capitalized, costs are tracked by fixed asset category
      at the cable system level and not on a specific asset basis. Costs associated
      with initial customer installations and the additions of network equipment
      necessary to enable advanced services are capitalized. Costs capitalized as
      part
      of initial customer installations include materials, labor, and certain indirect
      costs. Indirect costs are associated with the activities of the Company’s
      personnel who assist in connecting and activating the new service and consist
      of
      compensation and indirect costs associated with these support functions.
      Indirect costs primarily include employee benefits and payroll taxes, direct
      variable costs associated with capitalizable activities, consisting primarily
      of
      installation and construction vehicle costs, the cost of dispatch personnel
      and
      indirect costs directly attributable to capitalizable activities. The costs
      of
      disconnecting service at a customer’s dwelling or reconnecting service to a
      previously installed dwelling are charged to operating expense in the period
      incurred. Costs for repairs and maintenance are charged to operating expense
      as
      incurred, while plant and equipment replacement and betterments, including
      replacement of cable drops from the pole to the dwelling, are capitalized.





F-8
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**


Depreciation
      is recorded using the straight-line composite method over management’s estimate
      of the useful lives of the related assets as follows:





Cable
                distribution systems
            
            7-20 yearsCustomer
                equipment and installations
            
            3-5 yearsVehicles
                and equipment
            
            1-5 yearsBuildings
                and leasehold improvements
            
            5-15 yearsFurniture,
                fixtures and equipment
            
            5 years





***Asset
      Retirement Obligations***





Certain
      of the Company’s franchise agreements and leases contain provisions requiring
      the Company to restore facilities or remove equipment in the event that the
      franchise or lease agreement is not renewed. The Company expects to continually
      renew its franchise agreements and have concluded that substantially all of
      the
      related franchise rights are indefinite lived intangible assets. Accordingly,
      the possibility is remote that we would be required to incur significant
      restoration or removal costs related to these franchise agreements in the
      foreseeable future. Statement of Financial Accounting Standards (“SFAS”) No.
      143, *Accounting
      for Asset Retirement Obligations* ,
      as
      interpreted by FIN No. 47, *Accounting
      for Conditional Asset Retirement Obligations - an Interpretation of FASB
      Statement No. 143* ,
      requires that a liability be recognized for an asset retirement obligation
      in
      the period in which it is incurred if a reasonable estimate of fair value can
      be
      made. The Company has not recorded an estimate for potential franchise related
      obligations but would record an estimated liability in the unlikely event a
      franchise agreement containing such a provision were no longer expected to
      be
      renewed. The Company also expects to renew many of its lease agreements related
      to the continued operation of its cable business in the franchise areas. For
      the
      Company’s lease agreements, the liabilities related to the removal provisions,
      where applicable, have been recorded and are not significant to the financial
      statements.





***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* .
      All
      franchises that qualify for indefinite-life treatment under SFAS No. 142 are
      no
      longer amortized against earnings but instead are tested for impairment annually
      as of October 1, or more frequently as warranted by events or changes in
      circumstances (see Note 6). The Company concluded that 99% of its franchises
      qualify for indefinite-life treatment; however, certain franchises did not
      qualify for indefinite-life treatment due to technological or operational
      factors that limit their lives. These franchise costs are amortized on a
      straight-line basis over 10 years. Costs incurred in renewing cable franchises
      are deferred and amortized over 10 years.





***Valuation
      of Property, Plant and Equipment***





The
      Company evaluates the recoverability of long-lived assets to be held and used
      for impairment when events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable using asset groupings
      consistent with those used to evaluate franchises. Such events or changes in
      circumstances could include such factors as impairment of the Company’s
      indefinite life franchise under SFAS No. 142, changes in technological advances,
      fluctuations in the fair value of such assets, adverse changes in relationships
      with local franchise authorities, adverse changes in market conditions or a
      deterioration of operating results. If a review indicates that the carrying
      value of such asset is not recoverable from estimated undiscounted cash flows,
      the carrying value of such asset is reduced to its estimated fair value. While
      the Company believes that its estimates of future cash flows are reasonable,
      different assumptions regarding such cash flows could materially affect its
      evaluations of asset recoverability. No impairment of long-lived assets to
      be
      held and used were recorded in 2005, 2004 and 2003.





***Revenue
      Recognition***





Revenues
      from residential and commercial video and high-speed Internet services are
      recognized when the related




F-9
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**




services
      are provided. Advertising sales are recognized at estimated realizable values
      in
      the period that the advertisements are broadcast. Local governmental authorities
      impose franchise fees on the Company ranging up to a federally mandated maximum
      of 5% of gross revenues as defined in the franchise agreement. Such fees are
      collected on a monthly basis from the Company’s customers and are periodically
      remitted to local franchise authorities. Franchise fees are reported as revenues
      on a gross basis with a corresponding operating expense *.*





***Programming
      Costs***





The
      Company’s parent companies negotiate and enter into programming agreements
      covering all of their subsidiaries, including the Company. These contracts
      allow
      the Company to obtain analog, digital and premium video programming from program
      suppliers whose compensation is typically based on a flat fee per customer.
      The
      cost of the right to exhibit network programming under such arrangements is
      recorded in operating expenses in the month the programming is available for
      exhibition. Programming costs are paid each month based on calculations
      performed by the Company and are subject to adjustment based on periodic audits
      performed by the programmers. Certain programming contracts contain launch
      incentives to be paid by the programmers. The Company receives these payments
      related to the activation of the programmer’s cable television channel and
      recognizes the launch incentives on a straight-line basis over the life of
      the
      programming agreement as a reduction of programming expense. This offset to
      programming expense was $1.1 million, $1.7 million and $1.8 million for the
      years ended December 31, 2005, 2004 and 2003, respectively. Programming costs
      included in the accompanying statement of operations were $31.8 million, $30.9
      million and $27.5 million for the years ended December 31, 2005, 2004 and 2003,
      respectively. As of December 31, 2005 and 2004, the deferred amount of launch
      incentives, included in other long-term liabilities, were $1.9 million and
      $2.8
      million, respectively.





***Advertising
      Costs***





Advertising
      costs associated with marketing the Company’s products and services are
      generally expensed as costs are incurred. Such advertising expense was $2.0
      million, $1.6 million and $1.0 million for the years ended December 31, 2005,
      2004 and 2003, respectively.





***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
      these indirect subsidiaries are limited liability companies that are also not
      subject to income tax. A certain indirect subsidiary 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 that would be 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 consolidated
      financial statements.





***Segments***





SFAS
      No.
      131, *Disclosure
      about Segments of an Enterprise and Related Information* ,
      established standards for reporting information about operating segments in
      annual financial statements and in interim financial reports issued to
      shareholders. Operating segments are defined as components of an enterprise
      about which separate financial information is available that is evaluated on
      a
      regular basis by the chief operating decision maker, or decision making group,
      in deciding how to allocate resources to an individual segment and in assessing
      performance of the segment.





The
      Company’s operations are managed on the basis of geographic divisional operating
      segments. The Company has evaluated the criteria for aggregation of the
      geographic operating segments under paragraph 17 of SFAS No. 131 and believes
      it
      meets each of the respective criteria set forth. The Company delivers similar
      products and services within each of its geographic divisional operations.
      Each
      geographic and divisional service area utilizes similar means for delivering
      the
      programming of the Company’s services; have similarity in the type or class of
      customer receiving the products and services; distributes the Company’s services
      over a unified network; and operates within a consistent regulatory environment.
      In addition, each of the geographic divisional operating segments has similar
      economic characteristics. In light of the Company’s similar services, means for
      delivery,




F-10
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**




similarity
      in type of customers, the use of a unified network and other considerations
      across its geographic divisional operating structure, management has determined
      that the Company has one reportable segment, broadband services.





**4.**
            **Allowance
                for Doubtful Accounts**





Activity
      in the allowance for doubtful accounts is summarized as follows for the years
      presented:





**Year
                Ended December 31,****2005**
            
            **2004**
            
            **2003**Balance,
                beginning of year
            
            $
            234
            
            $
            172
            
            $
            278Charged
                to expense
            
            
            2,475
            
            
            2,179
            
            
            1,316Uncollected
                balances written off, net of recoveries
            
            
            (1,605
            )
            
            (2,117
            )
            
            (1,422
            )Balance,
                end of year
            
            $
            1,104
            
            $
            234
            
            $
            172





**5.**
            **Property,
                Plant and Equipment**





Property,
      plant and equipment consists of the following as of December 31, 2005 and 2004:





**2005**
            
            **2004**Cable
                distribution systems
            
            $
            192,749
            
            $
            160,736Customer
                equipment and installations
            
            
            84,599
            
            
            77,498Vehicles
                and equipment
            
            
            8,243
            
            
            7,129Buildings
                and leasehold improvements
            
            
            13,744
            
            
            13,720Furniture,
                fixtures and equipment
            
            
            2,513
            
            
            2,309301,848
            
            
            261,392Less:
                accumulated depreciation
            
            
            (147,103
            )
            
            (120,986
            )$
            154,745
            
            $
            140,406





The
      Company periodically evaluates the estimated useful lives used to depreciate
      its
      assets and the estimated amount of assets that will be abandoned or have minimal
      use in the future. A significant change in assumptions about the extent or
      timing of future asset retirements, or in the Company’s use of new technology
      and upgrade programs, could materially affect future depreciation expense.





Depreciation
      expense for the years ended December 31, 2005, 2004 and 2003 was $33.7 million,
      $35.3 million and $32.4 million, respectively.





**6.**  **Franchises**





Franchise
      rights represent the value attributed to agreements with local authorities
      that
      allow access to homes in cable service areas acquired through the purchase
      of
      cable systems. Management estimates the fair value of franchise rights at the
      date of acquisition and determines if the franchise has a finite life or an
      indefinite-life as defined by SFAS No. 142, *Goodwill
      and Other Intangible Assets* .
      Franchises that qualify for indefinite-life treatment under SFAS No. 142 are
      tested for impairment annually each October 1 based on valuations, or more
      frequently as warranted by events or changes in circumstances. Such test
      resulted in a total franchise impairment of approximately $21.0 million during
      the third quarter of 2004. The 2003 and 2005 annual impairment tests resulted
      in
      no impairment. 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.




F-11
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**




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.





The
      Company follows the guidance of Emerging Issues Task Force (“EITF”) Issue 02-17, *Recognition
      of Customer Relationship Intangible Assets Acquired in a Business Combination,* in
      valuing customer relationships. Customer relationships, for valuation purposes,
      represent the value of the business relationship with existing customers and
      are
      calculated by projecting future after-tax cash flows from these customers
      including the right to deploy and market additional services such as
      interactivity to these customers. The present value of these after-tax cash
      flows yields the fair value of the customer relationships. Substantially all
      acquisitions occurred prior to January 1, 2002. The Company did not record
      any
      value associated with the customer relationship intangibles related to those
      acquisitions. For acquisitions subsequent to January 1, 2002 the Company did
      assign a value to the customer relationship intangible, which is amortized
      over
      its estimated useful life.





In
      September 2004, the SEC staff issued EITF Topic D-108 which requires the direct
      method of separately valuing all intangible assets and does not permit goodwill
      to be included in franchise assets. The Company adopted Topic D-108 in its
      impairment assessment as of September 30, 2004 that resulted in a total
      franchise impairment of approximately $26.7 million. The Company recorded a
      cumulative effect of accounting change of $5.7 million for the year ended
      December 31, 2004 representing the portion of the Company's total franchise
      impairment attributable to no longer including goodwill with franchise assets.
      The remaining $21.0 million of the total franchise impairment was attributable
      to the use of lower projected growth rates and the resulting revised estimates
      of future cash flows in the Company's valuation, and was recorded as impairment
      of franchises in the Company's accompanying consolidated statements of
      operations for the year ended December 31, 2004. Sustained analog video customer
      losses by the Company in the third quarter of 2004 primarily as a result of
      increased competition from direct broadcast satellite providers and decreased
      growth rates in the Company's high-speed Internet customers in the third quarter
      of 2004, in part, as a result of increased competition from digital subscriber
      line service providers led to the lower projected growth rates and the revised
      estimates of future cash flows from those used at October 1, 2003.





Franchise
      amortization expense for each the years ended December 31, 2005, 2004 and 2003
      was $0.1 million which represents the amortization relating to franchises that
      did not qualify for indefinite-life treatment under SFAS 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.





F-12
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**


**7.**  **Accounts
      Payable and Accrued Expenses**





Accounts
      payable and accrued expenses consist of the following as of December 31, 2005
      and 2004:





**2005**
            
            **2004**Accounts
                payable - trade
            
            $
            1,992
            
            $
            2,899Accrued
                capital expenditures
            
            
            6,243
            
            
            577Accrued
                expenses:Interest
            
            
            2,384
            
            
            2,384Programming
                costs
            
            
            1,137
            
            
            1,116Franchise-related
                fees
            
            
            2,178
            
            
            2,677State
                sales tax
            
            
            1,824
            
            
            2,792Personal
                property tax
            
            
            1,001
            
            
            1,182Other
            
            
            2,661
            
            
            1,296$
            19,420
            
            $
            14,923





**8.**  **Long-Term
      Debt**





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





**2005**
            
            **2004**10%
                senior discount notes
            
            $
            114,413
            
            $
            114,413Unamortized
                net premium
            
            
            974
            
            
            1,392$
            115,387
            
            $
            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 was repurchased in May 1999. The Notes bear interest, payable
      semi-annually in cash, at a rate of 10% per year on April 15 and October 15
      of
      each year. The Company has fully and unconditionally guaranteed the Notes.





The
      fair
      market value of the Notes was $114.5 million and $117.8 million as of December
      31, 2005 and 2004, respectively. The fair market value of the Notes is based
      on
      quoted market prices.





The
      indenture (“Indenture”), pursuant to which the Notes were issued, contains a
      number of significant covenants that could adversely impact the Company’s
      business. In particular, the Indenture restricts the Company and its restricted
      subsidiaries’ ability to incur additional debt; pay dividends on equity or
      repurchase equity; grant liens; make investments; sell all or substantially
      all
      of its 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; and
      engage in certain transactions with affiliates.





There
      are
      no significant restrictions on the ability of the Company to obtain funds from
      its subsidiaries through dividends or loans, provided that the Company remains
      a
      guarantor under the Indenture and that any loans are evidenced by promissory
      notes. Additionally, there are no significant restrictions on the ability of
      Renaissance Louisiana and Renaissance Tennessee to obtain funds from Media
      through dividends or loans provided that Media remains a restricted subsidiary
      under the Indenture.





Charter
      Operating holds the 100% member interest in the Company as collateral for the
      Charter Operating credit




F-13
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**




facilities.
      However, none of the Company’s subsidiaries’ member interests have been pledged
      as collateral to the Charter Operating credit facilities. In addition, neither
      the Company nor any of its subsidiaries has guaranteed the Charter Operating
      credit facilities nor will such entities be required to guarantee the Charter
      Operating credit facilities, as long as the notes are outstanding.





**9.**  **Revenues**





Revenues
      consist of the following for the years presented:





**Year
                Ended December 31,****2005**
            
            **2004**
            
            **2003**Video
            
            $
            75,857
            
            $
            83,934
            
            $
            81,967High-speed
                Internet
            
            
            16,400
            
            
            14,415
            
            
            9,895Advertising
                sales
            
            
            6,334
            
            
            5,805
            
            
            5,504Commercial
            
            
            3,534
            
            
            3,017
            
            
            2,355Other
            
            
            8,161
            
            
            8,540
            
            
            7,753$
            110,286
            
            $
            115,711
            
            $
            107,474





**10.**  **Operating
      Expenses**





Operating
      expenses consist of the following for the years presented:





**Year
                Ended December 31,****2005**
            
            **2004**
            
            **2003**Programming
            
            $
            31,775
            
            $
            30,874
            
            $
            27,540Service
            
            
            18,255
            
            
            15,541
            
            
            13,975Advertising
                sales
            
            
            2,734
            
            
            2,361
            
            
            2,504$
            52,764
            
            $
            48,776
            
            $
            44,019





**11.**  **Selling,
      General and Administrative Expenses**





Selling,
      general and administrative expenses consist of the following for the years
      presented:





**Year
                Ended December 31,****2005**
            
            **2004**
            
            **2003**General
                and administrative
            
            $
            22,347
            
            $
            20,619
            
            $
            18,145Marketing
            
            
            2,433
            
            
            2,348
            
            
            1,445$
            24,780
            
            $
            22,967
            
            $
            19,590





**12.**  **Comprehensive
      Loss**





Comprehensive
      loss is equal to net loss for the years ended December 31, 2005, 2004 and
      2003.





**13.**
            **Hurricane
                Asset Retirement Loss**





Certain
      of the Company’s cable systems in Louisiana suffered significant plant damage as
      a result of hurricanes Katrina and Rita. As a result, the Company wrote off
      $6.4
      million of its plants’ net book value and issued $8.8




F-14
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**




million
      of credits to customers related to service outages thereby reducing revenue
      and
      accounts receivable during the year ended December 31, 2005.





The
      Company has insurance coverage for both property and business interruption.
      The
      Company has not recorded any potential insurance recoveries as it is still
      assessing the damage of its plant and the extent of insurance
      coverage.





**14.**  **Related
      Party Transactions**





The
      following sets forth certain transactions in which the Company and the
      directors, executive officers and affiliates of the Company are involved. Unless
      otherwise disclosed, management believes that each of the transactions described
      below was on terms no less favorable to the Company than could have been
      obtained from independent third parties. For further information regarding
      related party transactions of the Company and Charter, refer to the annual
      report of Charter Holdings filed on Form 10-K with the SEC for the year ended
      December 31, 2005.





Charter
      Communications Holding Company (“Charter Holdco”) and Charter, both entities
      controlled by Paul G. Allen, provide management services for the cable systems
      owned or operated by the Company. The management services include such services
      as centralized customer billing services, 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
      consolidated statements of operations. These costs are generally allocated
      based
      on the number of analog video customers. Such costs totaled $4.2 million for
      each of the years ended December 31, 2005, 2004 and 2003, respectively. All
      other costs incurred by Charter Holdco and Charter on behalf of the Company
      are
      considered a part of the management fee and are recorded as a component of
      selling, general and administrative expense, in the accompanying consolidated
      financial statements. Management fees are stipulated in the management
      agreements between Charter Holdco, Charter and the Company. To the extent
      management fees charged to the Company are greater (less) than the expenses
      incurred by Charter Holdco and Charter, the Company records distributions to
      (capital contributions from) Charter Holdco and Charter. For the years ended
      December 31, 2005, 2004 and 2003, the management fee charged to the Company
      approximated $2.7 million, $2.1 million and $1.9 million,
      respectively.





Mr.
      Allen, the controlling shareholder of Charter, and a number of his affiliates
      have interests in various entities that provide services or programming to
      Charter’s subsidiaries. Given the diverse nature of Mr. Allen’s investment
      activities and interests, and to avoid the possibility of future disputes as
      to
      potential business, the Company may not, and may not allow its subsidiaries
      to,
      engage in any business transaction outside the cable transmission business
      except for certain existing approved investments. Charter or its subsidiaries,
      including the Company, are not permitted to pursue, or allow their subsidiaries
      to pursue, a business transaction outside of this scope, unless Mr. Allen
      consents to Charter or its subsidiaries, including the Company, engaging in
      the
      business transaction. The cable transmission business means the business of
      transmitting video, audio, including telephone, and data over cable systems
      owned, operated or managed by Charter or its subsidiaries, including the
      Company, from time to time.





Mr.
      Allen
      or his affiliates own or have owned equity interests or warrants to purchase
      equity interests in various entities with which the Company does business or
      which provides it with products, services or programming. Among these entities
      are TechTV L.L.C. (“TechTV”), Oxygen Media Corporation (“Oxygen Media”), Digeo,
      Inc., Click2learn, Inc., Trail Blazer Inc., Action Sports Cable Network (“Action
      Sports”) and Microsoft Corporation. In May 2004, TechTV was sold to an unrelated
      third party. Mr. Allen owns 100% of the equity of Vulcan Ventures Incorporated
      (“Vulcan Ventures”) and Vulcan Inc. and is the president of Vulcan Ventures. Ms.
      Jo Allen Patton is a director and the President and Chief Executive Officer
      of
      Vulcan Inc. and is a director and Vice President of Vulcan Ventures. Mr. Lance
      Conn is Executive Vice President of Vulcan Inc. and Vulcan Ventures. Mr. Savoy
      was a vice president and a director of Vulcan Ventures until his resignation
      in
      September 2003 and he resigned as a director of Charter in April 2004. The
      various cable, media, Internet and telephone companies in which Mr. Allen has
      invested may mutually benefit one another. The Company can give no assurance,
      nor should you expect, that any of these business relationships will be
      successful, that the Company will realize any benefits from these relationships
      or that the Company will enter into any business relationships in the future
      with Mr. Allen’s affiliated companies.





F-15
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**




Mr.
      Allen
      and his affiliates have made, and in the future likely will make, numerous
      investments outside of the Company and its business. The Company cannot assure
      that, in the event that the Company or any of its subsidiaries enter into
      transactions in the future with any affiliate of Mr. Allen, such transactions
      will be on terms as favorable to the Company as terms it might have obtained
      from an unrelated third party. Also, conflicts could arise with respect to
      the
      allocation of corporate opportunities between the Company and Mr. Allen and
      his
      affiliates. The Company has not instituted any formal plan or arrangement to
      address potential conflicts of interest.





The
      Company received or receives programming for broadcast via its cable systems
      from TechTV (now G4), Oxygen Media and Trail Blazers Inc. The Company pays
      a fee
      for the programming service generally based on the number of customers receiving
      the service. Such fees for the years ended December 31, 2005, 2004 and 2003
      were
      each less than 1% of total operating expenses.





**15.
      Commitments and Contingencies**





***Leases***





The
      Company leases certain facilities and equipment under noncancelable operating
      leases. Leases and rental costs charged to expense for each of the years ended
      December 31, 2005, 2004 and 2003, were approximately $0.1 million. As of
      December 31, 2005, future minimum lease payments are as follows:





**Year
                ended December 31,**
            
            **Amount**2006
            
            $862007
            
            772008
            
            742009
            
            272010
            
            17Thereafter
            
            58





The
      Company also rents utility poles used in its operations. Generally, pole rentals
      are cancelable on short notice, but the Company anticipates that such rentals
      will recur. Rent expense incurred for pole rental attachments for the years
      ended December 31, 2005, 2004 and 2003, was approximately $1.3 million, $1.3
      million and $1.2 million, respectively.





The
      Company pays franchise fees under multi-year franchise agreements based on
      a
      percentage of revenues earned from video service per year. The Company also
      pays
      other franchise related costs, such as public education grants, under multi-year
      agreements. Franchise fees and other franchise related costs included in the
      accompanying statement of operations were approximately $3.8 million, $4.2
      million and $4.0 million for the years ended December 31, 2005, 2004 and 2003,
      respectively.





The
      Company’s parent companies negotiate and enter into programming agreements
      covering all of their subsidiaries, including the Company. The Company pays
      programming fees under multi-year contracts ranging from three to six years
      typically based on a flat fee per customer, which may be fixed for the term
      or
      may in some cases, escalate over the term. Programming costs included in the
      accompanying statement of operations were $31.8 million, $30.9 million and
      $27.5
      million for the years ended December 31, 2005, 2004 and 2003, respectively.





***Litigation***





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





In
      2002
      and 2003, Charter had a series of lawsuits filed against Charter and certain
      of
      its former and present officers and directors (collectively the “Actions”). 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.




F-16
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**




Charter
      and the individual defendants entered into a Memorandum of Understanding on
      August 5, 2004 setting forth agreements in principle regarding settlement
      of 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. On June 30,
      2005, the Court issued its final approval of the settlements. At the end of
      September 2005, after the period for appeals of the settlements expired,
      Stipulations of Dismissal were filed with the Eighth Circuit Court of Appeals
      resulting in the dismissal of the two appeals with prejudice. Procedurally
      therefore, the settlements are final.





As
      amended, the Stipulations of Settlement provided 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
      was to include the fees and expenses of plaintiffs’ counsel. Of this amount,
      $64.0 million was to be paid in cash (by Charter’s insurance carriers) and
      the $80.0 million balance was to be paid in shares of Charter Class A
      common stock having an aggregate value of $40.0 million and ten-year
      warrants to purchase shares of Charter Class A common stock having an
      aggregate warrant value of $40.0 million, with such values in each case
      being determined pursuant to formulas set forth in the Stipulations of
      Settlement. However, Charter had the right, in its sole discretion, to
      substitute cash for some or all of the aforementioned securities on a dollar
      for
      dollar basis. Pursuant to that right, Charter elected to fund the
      $80.0 million obligation with 13.4 million shares of Charter
      Class A common stock (having an aggregate value of approximately
      $15.0 million pursuant to the formula set forth in the Stipulations of
      Settlement) with the remaining balance (less an agreed upon $1.6 million
      discount in respect of that portion allocable to plaintiffs’ attorneys’ fees) to
      be paid in cash. In addition, Charter had agreed to issue additional shares
      of
      its Class A common stock to its insurance carrier having an aggregate value
      of $5.0 million; however, by agreement with its carrier, Charter paid
      $4.5 million in cash in lieu of issuing such shares. As a result, in 2004,
      the Company recorded a $2.1 million special charge on its consolidated statement
      of operations related to its portion of the expense allocation. Charter
      delivered the settlement consideration to the claims administrator on
      July 8, 2005, and it was held in escrow pending resolution of the appeals.
      Those appeals are now resolved.





In
      October 2001 and 2002, two class action lawsuits were filed against Charter
      alleging that Charter Holdco improperly charged them a wire maintenance fee
      without request or permission. They also claimed that Charter Holdco improperly
      required them to rent analog and/or digital set-top terminals even though their
      television sets were “cable ready.” In April 2004, the parties participated in a
      mediation which resulted in settlement of the lawsuits. As a result of the
      settlement, the Company recorded a special charge of $0.2 million its
      consolidated statement of operations in 2004. In December 2004 the court entered
      a written order formally approving that settlement.





Furthermore,
      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.





***Regulation
      in the Cable Industry***





The
      operation of a cable system is extensively regulated by the Federal
      Communications Commission (“FCC”), some state governments and most local
      governments. The FCC has the authority to enforce its regulations through the
      imposition of substantial fines, the issuance of cease and desist orders and/or
      the imposition of other administrative sanctions, such as the revocation of
      FCC
      licenses needed to operate certain transmission facilities used in connection
      with cable operations. The 1996 Telecom Act altered the regulatory structure
      governing the nation’s communications providers. It removed barriers to
      competition in both the cable television market and the local telephone market.
      Among other things, it reduced the scope of cable rate regulation and encouraged
      additional competition in the video programming industry by allowing local
      telephone companies to provide video programming in their own telephone service
      areas.





F-17
 Table
          of Contents
 **RENAISSANCE
          MEDIA GROUP LLC AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(dollars
          in thousands, except where indicated)**




Future
      legislative and regulatory changes could adversely affect the Company’s
      operations, including, without limitation, additional regulatory requirements
      the Company may be required to comply with as it offers new services such as
      telephone.





**16.**  **Employee
      Benefit Plan**





The
      Company’s employees may participate in the Charter Communications, Inc. 401(k)
      Plan. Employees that qualify for participation can contribute up to 50% of
      their
      salary, on a pre-tax basis, subject to a maximum contribution limit as
      determined by the Internal Revenue Service. The Company matches 50% of the
      first
      5% of participant contributions. The Company made contributions to the 401(k)
      plan totaling $0.1 million for each of the years ended December 31, 2005, 2004
      and 2003.





**17.**  **Recently
      Issued Accounting Standards**





In
      November 2004, the FASB issued SFAS No. 153, *Exchanges
      of Non-monetary Assets — An Amendment of APB No. 29* .
      This
      statement eliminates the exception to fair value for exchanges of similar
      productive assets and replaces it with a general exception for exchange
      transactions that do not have commercial substance — that is, transactions that
      are not expected to result in significant changes in the cash flows of the
      reporting entity. We adopted this pronouncement effective April 1, 2005. The
      adoption of this pronouncement did not have a material impact on our financial
      statements.





In
      December 2004, the FASB issued the revised SFAS No. 123, *Share
      — Based Payment* ,
      which
      addresses the accounting for share-based payment transactions in which a company
      receives employee services in exchange for (a) equity instruments of that
      company or (b) liabilities that are based on the fair value of the company’s
      equity instruments or that may be settled by the issuance of such equity
      instruments. This statement will be effective for the Company beginning January
      1, 2006. Because the Company adopted the fair value recognition provisions
      of
      SFAS No. 123 on January 1, 2003, the Company does not expect this revised
      standard to have a material impact on its financial statements.





In
      March
      2005, the FASB issued FASB Interpretation No. 47, *Accounting
      for Conditional Asset Retirement Obligations.* This
      interpretation clarifies that the term “conditional asset retirement obligation”
as used in FASB Statement No. 143, *Accounting
      for Asset Retirement Obligations* ,
      refers
      to a legal obligation to perform an asset retirement activity in which the
      timing and/or method of settlement are conditional on a future event that may
      or
      may not be within the control of the entity. This pronouncement is effective
      for
      fiscal years ending after December 15, 2005. The adoption of this interpretation
      did not have a material impact on the Company’s financial statements.





The
      Company does not believe that any other recently issued, but not yet effective
      accounting pronouncements, if adopted, would have a material effect on the
      Company’s accompanying financial statements.





**18.**
            **Subsequent
                Events**





On
      March
      13, 2006, the Company exchanged $37.2 million of its 10% senior discount notes
      due 2008 for $37.4 million principal amount of new Charter Operating 8 3/8%
      senior second-lien notes due 2014 issued in a private transaction under Rule
      144A. The terms and conditions of the new Charter Operating 8 3/8% senior
      second-lien notes due 2014 are identical to Charter Operating’s currently
      outstanding 8 3/8% senior second-lien notes due 2014.





F-18