<PAGE>   1


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                              ____________________

                                   FORM 10-Q


(Mark one)
X         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934


              FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                                       OR

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the transaction period from                  to 
                                ----------------    --------------------------
Commission File Number 333-3774
                       --------

                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.
         CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS CAPITAL CORPORATION
           (Exact name of registrants as specified in their charters)



             Delaware                                    43-1728405
             --------                                    ----------             
                                                         43-1740264
                                                         ----------           
   (State or Other Jurisdiction of                       (I.R.S. Employer
   Incorporation or Organization)                        Identification No.)

   12444 Powerscourt Drive #400
   St. Louis, Missouri                                   63131
   ----------------------------------------              -----                
   (Address of Principal Executive Offices)              (Zip Code)

   (Registrant's telephone number, including area code)  (314) 965-0555



Indicate by check mark whether the registrant (1) has 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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X  No
                                               ---    ---- 

As of September 30, 1996, there was one share of common stock of Charter
Communications Southeast Holdings Capital Corporation outstanding, which was
owned by Charter Communications Southeast Holdings, L.P.




<PAGE>   2


                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.
         CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS CAPITAL CORPORATION


              FORM 10-Q - FOR THE QUARTER ENDED SEPTEMBER 30, 1996


                                     INDEX



<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
Part I.  Financial Information
         ---------------------

         Item 1.  Consolidated Financial Statements
                  a.   Consolidated Balance Sheets - September 30, 1996 and December 31, 1995                  3
                  b.   Consolidated Statements of Operations - Three Months Ended
                       September 30, 1996 and 1995                                                             4
                  c.   Consolidated Statements of Operations - Nine Months Ended
                       September 30, 1996 and 1995                                                             5 
                  d.   Consolidated Statement of Partners' Capital (Deficit) - Nine Months Ended 
                       September 30, 1996                                                                      6
                  e.   Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1996            7
                       and 1995
                  f.   Notes to Consolidated Financial Statements                                              8

         Separate financial statements of Charter Communications
         Southeast Holdings Capital Corporation have not been
         presented as this entity had no operations and
         substantially no assets or equity.

         Item 2.  Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                                        9

Part II.  Other Information
          -----------------


          Item 1.  Legal Proceedings - None                                                                    -
          
          Item 2.  Change in Securities - None                                                                 -
          
          Item 3.  Defaults upon Senior Securities - None                                                      -
          
          Item 4.  Submission of Matters to a Vote of Security Holders - None                                  -
          
          Item 5.  Other Information - None                                                                    -
          
          Item 6.  Exhibits and Reports on Form 8-K - None                                                     -
          
          Signature Page                                                                                       17
</TABLE>






                                     Page 2



<PAGE>   3


                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.

                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                           September 30,    December 31,      
                                                                               1996             1995          
                                                                           -------------    ------------      
<S>                                                                        <C>             <C>               
                             ASSETS                                                                                   
                             ------                                                                                   
CURRENT ASSETS:                                                                                             
  Cash and cash equivalents                                                 $  1,824,584    $  6,547,438       
  Accounts receivable, net of allowance for                                                                    
    doubtful accounts of $ 278,819 and $288,128,                                                               
    respectively                                                               1,784,209       1,314,179       
  Prepaid expenses and other                                                   2,188,119         454,175       
  Receivable from parent and affiliates                                          500,000         796,179       
                                                                            ------------    ------------
             Total current assets                                              6,296,912       9,111,971       
                                                                            ------------    ------------
INVESTMENT IN CABLE TELEVISION PROPERTIES:                                                                     
  Property, plant and equipment                                              146,676,263     107,029,408       
  Franchise costs, net of accumulated                                                                          
    amortization of $ 62,364,700 and $40,899,887                                                               
    respectively                                                             377,806,023     303,827,917       
                                                                            ------------    ------------
                                                                             524,482,286     410,857,325       
                                                                            ------------    ------------
OTHER ASSETS                                                                  14,193,838       5,592,429       
                                                                            ------------    ------------
                                                                            $544,973,036    $425,561,725       
                                                                            ============    ============
                     LIABILITIES AND PARTNERS' CAPITAL                                                                        
                     ---------------------------------                                                                        
CURRENT LIABILITIES:                                                                                           
  Note payable - related party                                              $         --    $ 15,000,000       
  Accounts payable and accrued expenses                                       12,525,786      12,330,848       
  Subscriber deposits and prepayments                                            152,334         243,277       
  Payable to affiliates                                                        1,826,007       1,060,451       
                                                                            ------------    ------------
                                                                              14,504,127      28,634,576       
                                                                            ------------    ------------
DEFERRED MANAGEMENT FEES PAYABLE TO AFFILIATE                                  3,625,833       1,898,004       
                                                                            ------------    ------------
DEFERRED REVENUE                                                               1,735,205       1,114,699       
                                                                            ------------    ------------
LONG-TERM DEBT, less current maturities                                      462,454,565     259,125,000       
                                                                            ------------    ------------
DEFERRED INCOME TAXES                                                          5,000,128       5,111,308       
                                                                            ------------    ------------
REDEEMABLE  PREFERRED LIMITED UNITS - 0 and                                                                    
  393.5 Class A units and 0 and 100 Class B                                                                    
  units, issued and outstanding, respectively                                         --      53,107,175       
                                                                            ------------    ------------
SPECIAL LIMITED PARTNER UNITS - 0 and                                                                          
  345.8526 Class A and 0 and 54.1163 Class B                                                                   
  units, issued and outstanding, respectively                                         --      44,972,506       
                                                                            ------------    ------------
PARTNERS' CAPITAL:                                                                                             
  General Partner                                                                576,532         315,985       
    Preferred Limited Partners - 0 and 291.26                                                                   
      Class B units, issued and outstanding,                                                                      
      respectively                                                                    --              --       
Common Limited Partners - 1,513.36 and                                                                         
  477.19 units, issued and outstanding, respectively                          57,076,646      31,282,472       
                                                                            ------------    ------------
  Total partners' Capital                                                     57,653,178      31,598,457       
                                                                            ------------    ------------
                                                                            $544,973,036    $425,561,725       
                                                                            ============    ============
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.


                                     Page 3



<PAGE>   4


                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                  1996            1995
                                                              ------------     -----------
<S>                                                           <C>             <C>
SERVICE REVENUES:
 Basic service                                                $ 23,127,456     $14,625,356
 Premium service                                                 3,846,817       2,739,434
 Other                                                           5,003,908       2,995,780
                                                              ------------     -----------
                                                                31,978,181      20,360,570
                                                              ------------     -----------
OPERATING EXPENSES:
 Operating costs                                                13,366,796       8,771,014
 General and administrative                                      2,439,015       1,624,903
 Depreciation and amortization                                  14,077,817      10,674,309
 Management fees - related party                                 1,600,171       1,022,932
                                                              ------------     -----------
                                                                31,483,799      22,093,158
                                                              ------------     -----------
 Income (loss) from operations                                     494,382      (1,732,588)
                                                              ------------     -----------
OTHER INCOME (EXPENSE):
 Interest income                                                    80,844          52,041
 Interest expense                                              (11,276,832)     (4,338,297)
 Loss from Hurricane Fran                                         (412,000)             --
 Other                                                            (148,557)       (774,877)
                                                              ------------     -----------
                                                               (11,756,545)     (5,061,133)
                                                              ------------     -----------
  Loss before benefit for income taxes and extraordinary item  (11,262,163)     (6,793,721)
BENEFIT (PROVISION) FOR INCOME TAXES                                    --         709,038
                                                              ------------     -----------
  Loss before extraordinary item                               (11,262,163)     (6,084,683)
EXTRAORDINARY ITEM - Loss on early retirement of debt                   --              --
                                                              ------------     -----------
  Net loss                                                     (11,262,163)     (6,084,683)
                                                              ------------     -----------
REDEMPTION PREFERENCE ALLOCATION:
  Special Limited Partner units                                         --        (762,760)
  Redeemable Preferred Limited units                                    --      (1,820,639)
NET LOSS ALLOCATED TO REDEEMABLE PREFERRED LIMITED UNITS                --              --
                                                              ------------     -----------
  Net loss applicable to partners' capital accounts           $(11,262,163)    $(8,668,082)
                                                              ============     ===========
NET LOSS ALLOCATION TO PARTNERS' CAPITAL ACCOUNTS:
  General Partner                                             $   (112,622)    $   (33,040)
  Class B Preferred Limited Partners                                    --      (5,364,116)
  Common Limited Partners                                      (11,149,541)     (3,270,926)
                                                              ------------     -----------
                                                              $(11,262,163)    $(8,668,082)
                                                              ============     ===========
</TABLE>

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


                                     Page 4



<PAGE>   5

                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                   1996              1995
                                                                ------------      ------------
<S>                                                          <C>               <C>
SERVICE REVENUES:
 Basic service                                                  $ 63,199,535      $ 37,341,398
 Premium service                                                  10,696,788         6,808,985
 Other                                                            13,000,242         6,994,004
                                                                ------------      ------------
                                                                  86,896,565        51,144,387
                                                                ------------      ------------
OPERATING EXPENSES:
 Operating costs                                                  36,414,800        21,898,707
 General and administrative                                        6,638,960         4,229,158
 Depreciation and amortization                                    38,373,620        29,362,946
 Management fees - related party                                   4,344,837         2,557,384
                                                                ------------      ------------
                                                                  85,772,217        58,048,195
                                                                ------------      ------------
   Income (loss) from operations                                   1,124,348        (6,903,808)
                                                                ------------      ------------
OTHER INCOME (EXPENSE):
 Interest income                                                     169,353           115,596
 Interest expense                                                (29,393,072)      (12,998,165)
 Loss from Hurricane Fran                                           (412,000)               --
 Other                                                              (381,823)         (776,634)
                                                                ------------      ------------
                                                                 (30,017,542)      (13,659,203)
                                                                ------------      ------------
   Loss before benefit for income taxes and extraordinary item   (28,893,194)      (20,563,011)
BENEFIT (PROVISION) FOR INCOME TAXES                                 111,180         1,181,730
                                                                ------------      ------------
   Loss before extraordinary item                                (28,782,014)      (19,381,281)
EXTRAORDINARY ITEM - Loss on early retirement of debt                     --        (1,959,438)
                                                                ------------      ------------
   Net loss                                                      (28,782,014)      (21,340,719)
                                                                ------------      ------------
REDEMPTION PREFERENCE ALLOCATION:
   Special Limited Partner units                                    (828,616)       (2,288,280)
   Redeemable Preferred Limited units                             (1,452,343)       (4,353,969)
NET LOSS ALLOCATED TO REDEEMABLE PREFERRED LIMITED UNITS           4,063,274                --
                                                                ------------      ------------
   Net loss applicable to partners' capital accounts            $(26,999,699)     $(27,982,968)
                                                                ============      ============
NET LOSS ALLOCATION TO PARTNERS' CAPITAL ACCOUNTS:
   General Partner                                              $   (269,997)     $   (114,144)
   Class B Preferred Limited Partners                                     --       (16,568,631)
   Common Limited Partners                                       (26,729,702)      (11,300,193)
                                                                ------------      ------------
                                                                $(26,999,699)     $(27,982,968)
                                                                ============      ============
</TABLE>

  The accompanying notes are an integral part of these consolidated statements


                                     Page 5



<PAGE>   6

                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.

                  CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                           Class B
                                                          Preferred 
                                            General        Limited         Common Limited
                                            Partner        Partners          Partners          Total
                                           --------       ---------         ------------    ------------
<S>                                       <C>            <C>                <C>            <C>
BALANCE, December 31, 1995                 $315,985       $      --         $ 31,282,472    $ 31,598,457
  Return of capital on Special Limited
    Partners' buyout                         25,582              --            2,532,591       2,558,173
  Capital contributions                     504,962              --           49,991,285      50,496,247
  Allocation of net loss                   (269,997)             --          (26,729,702)    (26,999,699)
                                           --------       ---------         ------------    ------------
BALANCE, June 30, 1996                     $576,532       $      --         $ 57,076,646    $ 57,653,178
                                           ========       =========         ============    ============
</TABLE>

  The accompanying notes are an integral part of this consolidated statement.



                                     Page 6



<PAGE>   7


                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                             1996             1995          
                                                                                          ------------     ------------
<S>                                                                                      <C>            <C>               
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                     
  Net loss                                                                                $(28,782,014)    $(21,340,719)     
  Adjustments to reconcile net loss to net cash provided by operating activities                                          
    Extraordinary item - Loss on early retirement of debt                                           --        1,959,438   
    Depreciation and amortization                                                           38,373,620       29,362,946     
    Amortization of debt issuance costs                                                        411,923               --     
    Amortization of interest rate cap agreements                                               104,084           94,377     
    Forgiveness of note receivable with related party                                          100,000               --     
    Amortization on discount of debentures                                                   5,554,504               --     
    Deferred income taxes                                                                     (111,180)      (1,181,730)     
    Changes in assets and liabilities, net of effects from acquisitions -                                                 
      Accounts receivable, net                                                               1,504,211          (41,693)     
      Prepaid expenses and other                                                            (1,636,139)      (1,564,546)     
      Receivable from parent and affiliates                                                    296,179         (485,279)     
      Accounts payable and accrued expenses                                                 (1,426,593)       2,565,039     
      Subscriber deposits and prepayments                                                      (90,943)          29,048     
      Payable to affiliates - deferred management fees                                       2,493,385        2,534,119     
      Deferred revenue                                                                         525,829        1,145,177     
                                                                                          ------------     ------------
    Net cash provided by operating activities                                               17,316,866       13,076,177     
                                                                                          ------------     ------------
                                                                                                                          
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                     
  Purchases of property, plant and equipment                                               (26,714,284)     (11,439,627)     
  Payments for acquisitions, net of cash acquired                                         (125,270,673)    (215,779,404)     
  Payments of organizational expenses                                                          (34,257)               -     
  Restricted funds held in escrow                                                                    -          (20,833)     
                                                                                          ------------     ------------
    Net cash used in investing activities                                                 (152,019,214)    (227,239,864)     
                                                                                          ------------     ------------
                                                                                                                          
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                     
  Long-term debt borrowings                                                               $200,000,061     $         --     
  Payment of debt issuance costs                                                            (9,552,619)      (3,972,203)     
  Borrowings under revolving credit agreement                                               16,275,000      142,800,000     
  Payments under revolving credit agreement                                                (18,500,000)      (1,000,000)     
  Payment of note payable                                                                  (15,000,000)              --     
  Partners' capital contributions                                                                   --       51,000,000     
  Preferred Limited Partners' Capital contributions                                                 --       28,500,000     
  Redemption of Special Limited Partner units                                              (43,242,948)               -     
                                                                                          ------------     ------------
    Net cash provided by financing activities                                              129,979,494      217,327,797     
                                                                                          ------------     ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                        (4,722,854)       3,164,110     
CASH AND CASH EQUIVALENTS, beginning of period                                               6,547,438        1,484,263     
                                                                                          ------------     ------------
CASH AND CASH EQUIVALENTS, end of period                                                  $  1,824,584     $  4,648,373     
                                                                                          ============     ============
                                                                                                                          
CASH PAID FOR INTEREST                                                                    $ 24,172,219     $ 11,559,204     
                                                                                          ============     ============
CASH PAID FOR TAXES                                                                       $         --     $         --     
                                                                                          ============     ============
</TABLE>

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


                                     Page 7



<PAGE>   8

                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                               September 30, 1996

1. ORGANIZATION AND BASIS OF PRESENTATION:

Charter Communications Southeast Holdings, L.P. (Southeast Holdings), a
Delaware limited partnership, was formed in January 1995 for the purpose of
acquiring and operating existing cable television systems.  Southeast Holdings'
stated termination date is December 31, 2014, as provided in the partnership
agreement.

In 1995, Southeast Holdings formed a new subsidiary, Charter Communication
Southeast L.P. (Southeast), and in connection with the initial capitalization
of Southeast, and a subsequent series of contribution transactions, Charter
Communications II, L.P. (CC-II) became an operating subsidiary.

On March 28, 1996 Southeast Holdings engaged in a corporate reorganization that
resulted in Charter Communications L.P. (CC-I) and its general partner, CCP
One, Inc. (CCP-I), becoming subsidiaries of Southeast Holdings.  This
reorganization was facilitated because, in contemplation of the reorganization,
one of CCP-I's former shareholders acquired 100% of the CCP-I outstanding
shares and then contributed those shares so that CCP-I could become a Southeast
Holdings subsidiary.  The contribution of the CCP-I shares was accounted for as
a reorganization under common control and accordingly, the consolidated
financial statements and notes have been restated to include the results and
financial position of CC-I for all periods presented.

The accompanying consolidated financial statements include the accounts of
Southeast Holdings and its direct and indirect wholly owned subsidiaries,
Charter Communications Southeast Properties, Inc., Charter Communications
Southeast Holdings Capital Corporation (Holdings Capital), Southeast, Charter
Communications Southeast Capital Corporation (Southeast Capital), CCP II, Inc.
(CCP II), CCP I,. CC-II, and CC-I, collectively referred to as the
"Partnership" or the "Company" herein.  All significant intercompany balances
and transactions have been eliminated in consolidation.

The accompanying unaudited financial statements have been prepared in
accordance with the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.

CC-I commenced operations effective April 1994, through the acquisition of
certain cable television systems.  CC-II commenced operations effective January
1995 through the acquisition of certain cable television systems.

2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS:

The consolidated financial statements as of September 30, 1996 and 1995, are
unaudited; however, in the opinion of management, such statements include all
adjustments necessary for a fair presentation of the results for the periods
presented.  The interim consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
contained in the Registrant's Form S-4 dated as of July 26, 1996.  Interim
results are not necessarily indicative of results for a full year.

3. LOSS FROM HURRICANE FRAN

In September 1996, Hurricane Fran caused damage to certain of the Partnership's
North Carolina systems.  The claim is to be settled in 1997.  The Partnership
recorded a $412,000 nonoperating loss for its portion of the insurance
deductible.


                                     Page 8



<PAGE>   9


                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.

Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations

Significant Transactions

Since April 1994, the Charter Communications Southeast, L.P. and its
subsidiaries (collectively the "Company" or the "Partnership") have completed
the following acquisitions:


<TABLE>
<CAPTION>
                      Approximate
                     --------------
   Acquisition Date  Purchase Price         Location of Systems                      Seller
   ----------------  --------------         -------------------                      ------
   <S>               <C>             <C>                                 <C>
   April 1994        $174.7 million  Georgia, Alabama, Louisiana         McDonald Group
   January 1995      $108.0 million  Kentucky, N. Carolina, S. Carolina  Crown Media
   May 1995          $ 22.0 million  Georgia                             Peachtree
   May 1995          $ 48.0 million  Alabama                             CableSouth
   July 1995         $ 34.7 million  Georgia                             Masada Cable Partners, L.P.
   November 1995     $ 35.0 million  S. Carolina                         Masada Cable Partners II, L.P.
   January 1996      $  8.4 million  S. Carolina                         Genesis
   March 1996        $112.0 million  Georgia, N. Carolina, Tenn., Ky.    Cencom Cable Income Partners, L.P.
</TABLE>

As of September 30, 1996, the Company had six pending acquisitions for the
purchase of cable television systems serving approximately 101,000 basic
subscribers for a total purchase price of approximately $179.2 million.
Completion of these acquisitions is dependent upon arrangement of financing on
satisfactory terms to the Partnership, and there can be no assurance that such
financing will be satisfactory to the Partnership, if available at all.

Results of Operations

The following table sets forth the approximate number of basic subscribers and
premium subscriptions of the Partnership as of the dates indicated:


<TABLE>
<CAPTION>
                                   September 30,  December 31,   September 30,
                                         1996          1995           1995
                                   -------------  ------------   -------------
    <S>                             <C>             <C>           <C>
     Basic Subscribers:
      Nashville Cluster                41,951            --             --
      Northern Alabama Cluster         48,451        47,757         47,510
      New Orleans Cluster              35,869        35,461         35,988
      Atlanta Cluster                  61,539        57,722         57,752
      Greenville/Spartanburg Cluster   77,286        71,083         49,436
      Non-Cluster Systems              49,892        37,083         36,867
                                      -------       -------        -------
                                      314,988       249,106        227,553
                                      =======       =======        =======
     Premium Subscription Units:
      Nashville Cluster                22,798            --             --
      Northern Alabama Cluster         22,544        50,437         50,382
      New Orleans Cluster              17,304        19,084         19,669
      Atlanta Cluster                  22,799        22,388         21,755
      Greenville/Spartanburg Cluster   29,074        26,399         21,285
      Non-Cluster Systems              30,505        23,851         24,061
                                      -------       -------        -------
                                      145,024       142,159        137,152
                                      =======       =======        =======
</TABLE>



                                     Page 9



<PAGE>   10



The following table sets forth certain items as a percentage of total service
revenues for the periods indicated:



<TABLE>
<CAPTION>
                                               For the Three Months         For the Nine Months
                                                Ended September 30           Ended September 30
                                                -----------------            -----------------
                                                   (Unaudited)                 (Unaudited)
                                                1996        1995              1996      1995
                                                -----       -----             -----    -----
<S>                                             <C>         <C>               <C>      <C>
Service Revenues                                  100%        100%              100%     100%
                                                -----       -----             -----    -----

Operating Expenses:
  Operating, General and Administrative          49.4        51.1              49.5     51.1
  Depreciation and Amortization                  44.0        52.4              44.2     57.4
  Management Fees - Related Party                 5.0         5.0               5.0      5.0
                                                -----       -----             -----    -----
                                                 98.4       108.5              98.7    113.5
                                                -----       -----             -----    -----
Income (loss) From Operations                     1.6        (8.5)              1.3    (13.5)
                                                -----       -----             -----    -----

Other Income (Expense):
  Interest Income                                 0.3         0.3               0.2      0.2
  Interest Expense                              (35.3)      (21.3)            (33.8)   (25.4)
  Other                                          (1.8)       (3.8)             (0.9)    (1.5)
                                                -----       -----             -----    -----
                                                (36.8)      (24.8)            (34.5)   (26.7)
                                                -----       -----             -----    -----
Net Loss before income taxes and extraordinary 
  item                                          (35.2)      (33.3)            (33.2)   (40.2)
                                                =====       =====             =====    =====
</TABLE>

Service Revenues

The Partnership earns substantially all of its revenues from monthly
subscription fees for basic tier, expanded tier, premium channels, equipment
rental and ancillary services provided by its cable television systems.
Service revenues increased by 57.1% to $31,978,181 and 69.9% to $86,896,565,
respectively, for the three and nine month periods ended September 30, 1996,
when compared to the similar periods of 1995.  These increases in 1996 are
primarily due to an increase in subscribers for the basic tier of cable service
offered by the systems resulting primarily from acquisitions of cable systems
by the Partnership throughout 1995 and 1996.  In addition, the Partnership
implemented basic and expanded tier retail rate increases in certain systems,
in accordance with federal law.


Basic subscribers at September 30, 1996 increased by 38.4% over September 30,
1995.  In addition to the acquisitions, this increase reflects management's
marketing efforts to add new customers and retain existing customers, as well
as improved customer service.  In addition, a limited amount of new-build
construction increased the coverage of the systems.

Premium service subscriptions increased 5.7% from September 30, 1995 to
September 30, 1996.  The ratio of premium service subscriptions per basic
subscriber decreased from 60.3% at September 30, 1995 to 46.0% at September 30,
1996.  The overall increase in the number of premium subscriptions is the
result of the overall increase in basic subscribers base due to acquisitions,
but the decrease in the premium ratio is primarily due to the elimination of
approximately 24,000 Flix and American Movie Classics premium units in the
Northern Alabama Cluster.  In addition, the decrease in the premium ratio may
also reflect the fact that there is an increasing variety of quality
programming on the basic tier.  As such, the Partnership anticipates that
premium services may continue to decline relative to basic services over the
next few years. As a result, the Partnership offers premium services to
subscribers in a packaged format, providing subscribers with a discount from
the combined retail rates of these packaged services in an effort to maintain
premium subscription levels and attract additional subscriptions.



                                    Page 10



<PAGE>   11



Operating Expenses

Operating, general and administrative expenses increased by $5,409,894 or
52.0% and $16,925,895 or 64.8%, respectively, for the three and nine month
periods ended September 30, 1996 when compared to the similar periods of 1995.
The majority of these increases were related to the acquisitions of additional
cable systems during 1995 and 1996.

Depreciation and amortization increased by 31.9% from $10,674,309 to 
$14,077,817 and 30.7% from $29,362,946 to $38,373,620, respectively, for the
three and nine months ended September 30, 1996, when compared to the similar
periods of 1995.  The increase in depreciation and amortization is a result of
capital expenditures made to the Systems, in addition to the increase in
property, plant and equipment and franchise costs resulting from the
acquisitions of additional cable systems.


Other Income / Expense

Interest expense increased by 159.9% from $4,338,297 to $11,276,832 and 126.1%
from $12,998,165 to $29,393,072, respectively, for the three and nine month
periods ended September 30, 1996, when compared to the similar periods of 1995.
This increase was primarily due to the increase in the average outstanding debt
balance between the comparable periods and an increase in the interest expense
associated with issuing the Senior Notes and Discount Debentures on March 28,
1996.  Hurricane Fran resulted in expense of $412,000 in September, 1996.


Net Loss

Net loss increased by 85.1% from $(6,084,683) to $(11,262,163) and 34.9% from
$(21,340,719) to $(28,782,014) respectively, for the three and nine month
periods ended September 30, 1996 when compared to the similar periods of 1995.
In 1996, increased amortization, interest expense, and Hurricane Fran were
significant factors versus the prior year.




                                    Page 11



<PAGE>   12


Liquidity and Capital Resources

The Partnership's growth by acquisition in 1995 and 1996 has been funded
primarily by borrowings under credit facilities with the exception of the
acquisition in 1996 that was funded with the proceeds of the Senior Secured
Discount Debentures and the Senior Notes.  Cash flows provided by operating
activities together with third party borrowings have been sufficient to fund
the Partnership's debt service, capital expenditures and working capital
requirements. In addition, the Partnership has funded portions of certain
acquisitions through the issuance of equity securities.  Future cash flows
provided by operating activities and availability for borrowings under the
existing credit facilities are anticipated to be sufficient, during the next 12
months, for the Partnership's ongoing debt service, capital expenditures and
working capital needs.  The Partnership anticipates that future acquisitions
could be financed through borrowings, either presently available under the
existing credit facilities, or as a result of amending the existing credit
facilities to allow for expanded borrowing capacity, combined with additional
equity contributions.  Although to date the Partnership has been able to obtain
financing on satisfactory terms, there can be no assurance that this will
continue to be the case in the future and, thereby, could negatively impact the
Partnership's ability to pursue a strategy that includes growth through
acquisitions.

On March 28, 1996, the Partnership engaged in a corporate restructuring and
refinancing plan.  As a result, Southeast Holdings and Holdings Capital issued
$146.8 million principal amount of Senior Secured Discount Debentures due 2007,
from which the net proceeds of $72.4 million were invested in its subsidiary,
Southeast, for use in operations.  Simultaneously with this offering by
Southeast Holdings, Southeast and Southeast Capital issued $125.0 million
aggregate principal amount of Senior Notes due 2006, from which the proceeds to
the issuers were $121.3 million.  The net proceeds of these offerings were
ultimately used, amongst other things, as follows: $17.5 million to repay
outstanding credit facilities, $16.1 million to repay other indebtedness, $43.2
million to redeem the Special Limited Partner units of CC-I, and $114.9 million
to consummate an acquisition.

At September 30, 1996, the Partnership's long-term debt of $462.5 million
consisted of $80.6 million outstanding under the revolving credit and term loan
facility of CC-I, $176.3 million outstanding under the revolving credit and
term loan facility of CC-II, $125 million of indebtedness from the sale of 11
1/4% Senior Notes by Southeast, and $80.6 million of indebtedness from the sale
of 14% Senior Discount Debentures.  The Partnership had unused and available
borrowing capacity of $24.4 million and $28.7 million under the credit
facilities of CC-I and CC-II, respectively, at September 30, 1996.

Cash interest is payable on a monthly and quarterly basis for borrowings
outstanding under the CC-I and CC-II credit facilities.  Cash interest is
payable semi-annually, in March and September, on the Senior Notes until March
2006.  The discount related to the original sale of the Senior Secured Discount
Debentures is amortized through March 2001; thereafter, cash interest is
payable on a semi-annual basis in March and September until March 2007.  The
first interest payment on the Senior Notes was paid in September 1996.

The Partnership manages risk arising from fluctuations in interest rates
through the use of interest rate swap and cap agreements required under the
terms of the existing credit facilities.  Interest rate swap and cap agreements
are accounted for by the Partnership as a hedge of the debt obligation.  As a
result, the net settlement amount of any such swap or cap is recorded as an
adjustment to interest expense in the period incurred.  The affects of the
Partnership's hedging practices on its weighted average borrowing rate and on
reported interest expense were not material for either the three or nine months
ended September 30, 1996.

During the second quarter of 1996, subsidiaries of the Partnership entered into
separate agreements for the purchase of cable system assets from Masada Cable
Partners, L.P. and Prime Cable of Hickory, L.P., for approximately $22.0
million and $68.0 million, respectively.  Subject to the satisfaction of
certain terms and conditions, it is anticipated that these acquisitions will be
consummated in late 1996 or early 1997.  In addition, the Partnership's
subsidiaries entered into four separate agreements to purchase cable system
assets in Anderson County and Abbeville, South Carolina and Lincolnton and
Sanford, North Carolina for approximately $36.7 million, $4.2 million, $27.5
million and $20.8 million, respectively.  The entities selling these four
systems are affiliated with Charter Communications, Inc., the management
company for, and a beneficial owner of an interest in, the Partnership.  The
selling entities intend to seek prior approval of the holders of a majority of
their outstanding equity interests, and subject to other customary terms and
conditions, such purchases are expected to be consummated in 1997.  The
Partnership anticipates funding these acquisitions by increasing the limits on
its credit facilities and borrowing necessary funds.


                                    Page 12



<PAGE>   13

In addition, the Partnership will explore possibilities for additional equity
contributions. Completion of the aforementioned acquisitions is dependent upon
arrangement of financing on satisfactory terms to the Partnership, and there
can be no assurance that such financing will be satisfactory to the
Partnership, if available at all.

The Partnership incurred capital expenditures of approximately $26.7 million
during the first nine months of 1996 in connection with the improvement and
upgrading of the Partnership's cable systems.  The Partnership anticipates that
capital expenditures for such purposes will be approximately $50.0 million
during 1996 and $30.0 million during 1997, of which approximately $11.0 million
per year represents anticipated maintenance capital expenditures.

During October 1996, the Partnership became aware that the local power
commission affiliated with the City of Newnan, Georgia, announced its intention
to construct a fiber optic system for the delivery of video and data services
to the entire city.  The power commission's construction would be completed
during 1997 and would pass approximately 6,000 homes, from which there are
currently approximately 3,600 homes that subscribe to cable television services
offered by the Partnership.  The Partnership anticipates completion of the
upgrade of its existing cable plant to two-way 750 Mhz by December 1996, which
will be followed by an aggressive marketing effort during the first quarter of
1997 to promote its new channel offerings and other services.  The Partnership
cannot determine the impact, if any, that this proposed project by the City of
Newnan will have on long-term results or strategies of the Partnership.

The Partnership has insurance covering risks incurred in the ordinary course of
business, including general liability, property and business interruption
coverage. As is typical in the cable television industry, the Partnership does
not maintain insurance covering its underground plant, the cost of which
management believes is currently prohibitive. Management believes that the
Partnership's insurance coverage is adequate, and intends to monitor the
insurance markets to attempt to obtain coverage for the Partnership's
underground plants at reasonable and cost-effective rates.

The Partnership believes that it has generally complied with the provisions of
the 1992 Act regarding cable programming service rates. However, some systems
may be charging rates which are in excess of allowable rates and, accordingly,
may be subject to challenge by regulatory authorities, such challenge may
result in the Partnership being required to make refunds to subscribers. The
amount of refunds, if any, which could be payable by the Partnership in the
event such systems' rates are successfully challenged by regulatory authorities
is not currently estimable. The Partnership has not reserved any amounts for
payment of such refunds as the General Partner does not believe that the
amounts of any such refunds would have a material adverse effect on the
financial position or results of the Partnership.




                                    Page 13



<PAGE>   14



Supplemental Analysis of Quarterly Operating Results

The following table sets forth certain operating results and statistics for the
three months ended September 30, 1996 compared to the three months ended
September 30, 1995.  The following dollar amounts are in thousands, except for
per subscriber amounts:



<TABLE>
<CAPTION>
                                       For the Three Months                                For the Three Months
                                     Ended September 30, 1995                            Ended September 30, 1996
                                    ------------------------                     ------------------------------------------
                                           (Unaudited)                                        (Unaudited)
                                                                                   SYSTEMS           Systems
                                                                                   ACQUIRED         Acquired
                                      Actual      PRO FORMA                      BEFORE 9-30-95   After 9-30-95      Actual
                                      ------      ---------                      --------------   -------------      ------
<S>                                 <C>           <C>                              <C>              <C>            <C>
Service Revenues                    $ 20,361      $ 20,883                         $ 23,164          $  8,814      $ 31,978
                                    --------      --------                         --------          --------      --------
Operating Expenses:
    Operating costs                    8,771         8,977                            9,873             3,494        13,367
    General and administrative         1,625         1,679                            1,719               704         2,423
                                    --------      --------                         --------          --------      --------
                                      10,396        10,656                           11,592             4,198        15,790
                                    --------      --------                         --------          --------      --------
EBITDA (a)                          $  9,965      $ 10,227                         $ 11,572          $  4,616      $ 16,188
                                    ========      ========                         ========          ========      ========
EBITDA Margin                           48.9%         49.0%                            50.0%             52.4%         50.6%
                                    ========      ========                         ========          ========      ========
Operating Statistical Data, at end
 of period:
    Revenue per sub                    N/A        $  30.59                         $  32.84          $  36.78      $  33.84
    Homes passed                     338,507       338,507                          345,727           121,895       467,622
    Basic subscribers                227,553       227,553                          235,107            79,881       314,988
    Basic penetration                   67.2          67.2%                            68.0%             65.5%         67.4%
    Premium subscriptions            137,152       137,152                          108,249            36,775       145,024
</TABLE>

(a)  EBITDA represents income beore interest expense, income taxes,
depreciation and amortization, management fees and other income (expense).
EBITDA is calculated before payment of management fees so as to be consistent
with certain financial terms contained in the revolving credit and term loan
facilities.  Management believes that EBITDA is a meaningful measure of
performance because it is commonly used in the cable television industry to
analyze and compare cable television companies on the basis of operating
performance, leverage and liquidity.  EBITDA is not presented in accordance
with generally accepted accounting principles and should not be considered an
alternative to, or more meaningful than, operating income or operating cash
flows as an indicator of the Partnership's operating performance. EBITDA does
not include the Partnership's debt obligations or other significant
commitments.




                                    Page 14



<PAGE>   15


  Results of Operations - Pro Forma for the Quarter Ended September 30, 1995
     Versus the Quarter Ended September 30, 1996 (Systems Acquired Before
     September 30, 1995)

The following discussion is provided to show the results of operations on a
comparable basis for those systems owned by the Partnership during the three
months ended September 30, 1996 versus the three months ended September 30,
1995.  Specifically, the comparable analysis includes the results of operations
for the five acquisitions completed between April 1994 and July 1995 - see
Significant Transactions for a complete listing of all acquisitions by the
Company. Certain pro forma adjustments were made to the 1995 quarterly results
to reflect operating results as if the acquisition of the Georgia system
acquired from Masada Cable Partners, L.P. had occurred on July 1, 1995 rather
than the actual acquisition date of July 31, 1995.

Service revenues increased by $2,281,000 or 10.9% when comparing the pro forma
revenues for the quarter ended September 30, 1995 to the results for the
comparable systems for the quarter ended September 30, 1996.  This increase is
due to a net gain of approximately 7,500 basic subscribers between quarters
and, second, to retail rate increases implemented in certain of the
Partnership's systems.

Operating expenses increased approximately $936,000 or 8.8% when comparing the
pro forma operating expenses for the quarter ended September 30, 1995 to the
results for the comparable systems for the quarter ended September 30, 1996.
This increase is primarily due to increases in license fees paid for
programming as a result of additional subscribers, new channels launched and
increases in the rates paid to the programming services.  The growth in
programming expense is consistent with industry-wide increases.

The Partnership experienced growth in operating cash flow (EBITDA) of
approximately $1,345,000 or 13.2% when comparing the pro forma operating cash
flow for the quarter ended September 30, 1995 to the results for the comparable
systems for the quarter ended September 30, 1996.  In addition, EBITBA margin
increased from 49.0% to 50.0% when comparing the similar periods.


                                    Page 15



<PAGE>   16



      Part II.  Other Information

      Item 1.   Legal Proceedings - None

      Item 2.   Change in Securities - None

      Item 3.   Defaults upon Senior Securities - None

      Item 4.   Submission of Matters to a Vote of Security Holders - None

      Item 5.   Other Information - None

      Item 6.   Exhibits and Reports on Form 8-K - None




                                    Page 16



<PAGE>   17


                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.

         CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS CAPITAL CORPORATION

                      FOR QUARTER ENDED SEPTEMBER 30, 1996

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.


                                     By:  Charter Communications Holdings 
                                             Properties, Inc..
                                             General Partner



                                     By:  /s/ Jerald L. Kent
                                          -----------------------------------
                                              Jerald L. Kent
                                              President and
                                              Chief Financial Officer


By:  /s/Jerald L. Kent                                   November 13, 1996
     -------------------------
     Jerald L. Kent
     President and
     Chief Financial Officer


By:  /s/Ralph G. Kelly                                   November 13, 1996
     -------------------------
     Ralph G. Kelly
     Senior Vice President and
     Treasurer


                                 CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS 
                                   CAPITAL CORPORATION



                                     By:  /s/ Jerald L. Kent
                                          -----------------------------------
                                              Jerald L. Kent
                                              President and
                                              Chief Financial Officer


By:  /s/Jerald L. Kent                                   November 13, 1996
     -------------------------
     Jerald L. Kent
     President and
     Chief Financial Officer


By:  /s/Ralph G. Kelly                                   November 13, 1996
     -------------------------
     Ralph G. Kelly
     Senior Vice President and
     Treasurer




                                   Page 17
<PAGE>   18


                CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.

         CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS CAPITAL CORPORATION

                      FOR QUARTER ENDED SEPTEMBER 30, 1996

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                        CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.


                          By:  Charter Communications Holdings Properties, Inc..
                                 General Partner


                                      By: 
                                          -------------------------------------
                                             Jerald L. Kent
                                             President and
                                             Chief Financial Officer
                                          
                                          
By:                                          November 13, 1996
     -------------------------            
     Jerald L. Kent                       
     President and                        
     Chief Financial Officer              
                                          
                                          
By:                                          November 13, 1996
     -------------------------            
     Ralph G. Kelly                       
     Senior Vice President and            
     Treasurer                            
                                           
                                           

                        CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS 
                          CAPITAL CORPORATION


                                      By:
                                          ----------------------------------
                                             Jerald L. Kent
                                             President and
                                             Chief Financial Officer



By:                                          November 13, 1996       
     -------------------------                                      
     Jerald L. Kent                                                 
     President and                                                  
     Chief Financial Officer                                        
                                                                    
                                                                    
By:                                          November 13, 1996       
     -------------------------                                      
     Ralph G. Kelly                                                 
     Senior Vice President and                                      
     Treasurer                                                      
                                                                    
                                                                    



                                    Page 17