<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 JUNE 30, 1998

                                       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 - Suite 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 June 30, 1998, 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 JUNE 30, 1998


                                      INDEX


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

         Item 1.  Consolidated Financial Statements
                  a. Consolidated Balance Sheets - June 30, 1998 and December 31, 1997              3
                  b. Consolidated Statements of Operations - Three Months Ended
                     June 30, 1998 and 1997                                                         4
                  c. Consolidated Statements of Operations - Six Months Ended June 30, 1998         5
                  d. Consolidated Statement of Partners' Capital - Six Months Ended
                     June 30, 1998                                                                  6
                  e  Consolidated Statements of Cash Flows - Six Months Ended June 30, 1998
                     and 1997                                                                       7
                  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                                                            10

Part II. Other Information


         Item 1.  Legal Proceedings                                                                18

         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                                                 18

         Signature Page                                                                            19
</TABLE>


                                     Page 2
<PAGE>   3
        CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                       June 30,              December 31,
                                                                                         1998                     1997
                                                                                     -------------           -------------
<S>                                                                                  <C>                     <C>          
                                      ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                         $   5,041,080           $   2,742,119
   Accounts receivable, net of allowance for doubtful accounts of $608,445
      and $312,048, respectively                                                         2,838,816               3,158,282
   Prepaid expenses and other                                                              111,801                 341,396
                                                                                     -------------           -------------
           Total current assets                                                          7,991,697               6,241,797
                                                                                     -------------           -------------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
   Property, plant and equipment, net                                                  256,105,295             235,808,350
   Franchise costs, net of accumulated amortization of $141,330,043
        and $119,968,082, respectively                                                 458,839,431             480,201,100
   Covenant not to compete, net of accumulated amortization of $600,000 and
       $480,000, respectively                                                              600,000                 720,000
                                                                                     -------------           -------------
                                                                                       715,544,726             716,729,450
OTHER ASSETS, net                                                                       11,510,847              15,455,893
                                                                                     -------------           -------------
                                                                                     $ 735,047,270           $ 738,427,140
                                                                                     =============           =============

                         LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Current maturities of long term debt                                               $          --           $   5,375,000
  Accounts payable and accrued expenses                                                 30,267,970              29,972,845
  Subscriber deposits and prepayments                                                      515,123                 532,595
  Payables to manager of cable television systems                                        1,196,255               1,120,476
                                                                                     -------------           -------------
             Total current liabilities                                                  31,979,348              37,000,916
                                                                                     -------------           -------------
DEFERRED REVENUE                                                                         1,806,624               1,718,710
                                                                                     -------------           -------------
LONG-TERM DEBT                                                                         704,429,333             666,662,475
                                                                                     -------------           -------------
DEFERRED MANAGEMENT FEES                                                                 9,797,696               7,805,448
                                                                                     -------------           -------------
DEFERRED INCOME TAXES                                                                    5,111,308               5,111,308
                                                                                     -------------           -------------
PARTNERS' CAPITAL:
  General Partner                                                                         (180,772)                201,281
  Common Limited Partners - 1,850.05 units issued and outstanding                      (17,896,267)             19,927,002
                                                                                     -------------           -------------
             Total partners' capital                                                   (18,077,039)             20,128,283
                                                                                     -------------           -------------
                                                                                     $ 735,047,270           $ 738,427,140
                                                                                     =============           =============
</TABLE>


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


                                     Page 3
<PAGE>   4
        CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                1998                   1997
                                                                            ------------           ------------
<S>                                                                         <C>                    <C>         

SERVICE REVENUES                                                            $ 50,320,552           $ 45,428,835
                                                                            ------------           ------------
OPERATING EXPENSES:
  Operating costs                                                             21,054,715             19,654,960
  General and administrative                                                   3,916,862              3,419,288
  Depreciation and amortization                                               21,876,630             18,563,150
  Management fees                                                              2,515,542              2,267,769
                                                                            ------------           ------------
                                                                              49,363,749             43,905,167
                                                                            ------------           ------------
  Income from operations                                                         956,803              1,523,668
                                                                            ------------           ------------
OTHER INCOME (EXPENSE):
  Interest income                                                                 58,180                 42,615
  Interest expense                                                           (16,960,084)           (15,609,734)
                                                                            ------------           ------------
                                                                             (16,901,904)           (15,567,119)
                                                                            ------------           ------------
  Loss before income taxes and extraordinary item                            (15,945,101)           (14,043,451)

INCOME TAXES                                                                          --                     --
                                                                            ------------           ------------
  Loss before extraordinary item                                            $(15,945,101)          $(14,043,451)

EXTRAORDINARY ITEM - Loss on early retirement of debt (see Note 4)            (6,264,059)                    --
                                                                            ------------           ------------
  Net loss                                                                   (22,209,160)           (14,043,451)
                                                                            ============           ============
NET LOSS ALLOCATION TO PARTNERS' CAPITAL ACCOUNTS:
  General Partner                                                           $   (222,091)          $   (140,434)
  Common Limited Partners                                                    (21,987,069)           (13,903,017)
                                                                            ------------           ------------
                                                                            $(22,209,160)          $(14,043,451)
                                                                            ============           ============
</TABLE>


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


                                     Page 4
<PAGE>   5
        CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                1998                   1997
                                                                            ------------           ------------
<S>                                                                         <C>                    <C>         

SERVICE REVENUES                                                            $ 98,364,751           $ 82,232,612
                                                                            ------------           ------------
OPERATING EXPENSES:
  Operating costs                                                             41,242,308             35,337,178
  General and administrative                                                   7,786,809              6,367,859
  Depreciation and amortization                                               43,079,066             33,455,349
  Management fees                                                              4,917,936              4,109,300
                                                                            ------------           ------------
                                                                              97,026,119             79,269,686
                                                                            ------------           ------------
  Income from operations                                                       1,338,632              2,962,926
                                                                            ------------           ------------
OTHER INCOME (EXPENSE):
  Interest income                                                                108,636                 88,819
  Interest expense                                                           (33,388,531)           (28,640,787)
                                                                            ------------           ------------
                                                                             (33,279,895)           (28,551,968)
                                                                            ------------           ------------
  Loss before income taxes and extraordinary item                            (31,941,263)           (25,589,042)

INCOME TAXES                                                                          --                     --
                                                                            ------------           ------------
  Loss before extraordinary item                                             (31,941,263)          $(25,589,042)

EXTRAORDINARY ITEM - Loss on early retirement of debt (see Note 4)            (6,264,059)                    --
                                                                            ------------           ------------
  Net loss                                                                  $(38,205,322)          $(25,589,042)
                                                                            ============           ============
NET LOSS ALLOCATION TO PARTNERS' CAPITAL ACCOUNTS:
  General Partner                                                           $   (382,053)          $   (255,890)

  Common Limited Partners                                                    (37,823,269)           (25,333,152)
                                                                            ------------           ------------
                                                                            $(38,205,322)          $(25,589,042)
                                                                            ============           ============
</TABLE>


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


                                     Page 5
<PAGE>   6
        CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

                     FOR THE SIX MONTHS ENDED JUNE 30, 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                              General                   Common Limited
                                              Partner                      Partners                       Total
                                          ----------------             ----------------             ----------------
<S>                                       <C>                          <C>                          <C>             

BALANCE, December 31, 1997                $        201,281             $     19,927,002             $     20,128,283

    Allocation of net loss                        (382,053)                 (37,823,269)                 (38,205,322)
                                          ----------------             ----------------             ----------------
BALANCE, June 30, 1998                    $       (180,772)            $    (17,896,267)            $    (18,077,039)
                                          ================             ================             ================
</TABLE>






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


                                     Page 6
<PAGE>   7
        CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                    1998                1997
                                                                                               -------------       -------------
<S>                                                                                            <C>                 <C>           
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                                                $ (38,205,322)      $ (25,589,042)
       Adjustments to reconcile net loss to net cash provided by operating activities
            Depreciation and amortization                                                         43,079,066          33,455,349
            Amortization of debt issuance costs, debt discount and interest rate cap
              agreements                                                                           7,708,836           7,039,505
            Extraordinary item - loss on early retirement of debt                                  6,264,059                  --
            Changes in assets and liabilities, net of effects from acquisitions -
                  Accounts receivable, net                                                           319,466             124,249
                  Prepaid expenses and other                                                         229,595              62,426
                  Receivable from related party                                                           --             500,000
                  Accounts payable and accrued expenses                                              295,125          (1,053,202)
                  Subscriber deposits and prepayments                                                (17,472)           (197,873)
                  Payable to manager of cable television systems, including deferred
                    management fees                                                                2,068,027           2,354,461
                  Deferred revenue                                                                    87,914             (34,420)
                                                                                               -------------       -------------
            Net cash provided by operating activities                                             21,829,294          16,661,453
                                                                                               -------------       -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property, plant and equipment                                                (41,634,889)        (31,578,550)
       Payments for acquisitions, net of cash acquired                                                    --        (159,666,104)
       Restricted funds held in escrow                                                                    --           1,782,537
       Payments of  franchise costs                                                                  (24,015)           (238,691)
                                                                                               -------------       -------------
            Net cash used in investing activities                                                (41,658,904)       (189,700,808)
                                                                                               -------------       -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Payment of debt issuance costs                                                             (3,571,429)         (3,372,680)
       Borrowings under revolving credit agreement                                               507,200,000         182,850,000
       Payments under revolving credit agreement                                                (481,500,000)        (37,730,000)
       Partners' capital contributions                                                                    --          29,800,000
                                                                                               -------------       -------------
            Net cash provided by financing activities                                             22,128,571         171,547,320
                                                                                               -------------       -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               2,298,961          (1,492,035)
CASH AND CASH EQUIVALENTS, beginning of period                                                     2,742,119           3,360,507
                                                                                               -------------       -------------
CASH AND CASH EQUIVALENTS, end of period                                                       $   5,041,080       $   1,868,472
                                                                                               =============       =============
CASH PAID FOR INTEREST                                                                         $  28,106,766       $  16,304,941
                                                                                               =============       =============
CASH PAID FOR TAXES, net of refunds                                                            $          --       $          --
                                                                                               =============       =============
</TABLE>


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


                                     Page 7
<PAGE>   8
        CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1. ORGANIZATION AND BASIS OF PRESENTATION:

The accompanying consolidated financial statements of Charter Communications
Southeast Holdings, L.P. (Charter Holdings) and subsidiaries include the
accounts of Charter Holdings and its direct and indirect wholly owned
subsidiaries: Charter Communications Southeast Properties, Inc., Charter
Communications Southeast Holdings Capital Corporation, Charter Communications
Southeast L.P. (Charter Southeast), Charter Communications Southeast Capital
Corporation, CCP II, Inc., CCP One, Inc., Charter Communications II, L.P.
(CC-II), and Charter Communications, L.P. (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.

Certain reclassifications have been made to the June 30, 1997 financial
statements to conform with the June 30, 1998 presentation.


2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS:

The consolidated financial statements as of June 30, 1998 and 1997, 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 10-K for the year ended December 31, 1997.
Interim results are not necessarily indicative of results for a full year.


3. LITIGATION

A purported class action lawsuit on behalf of the Cencom Cable Income Partners,
L.P. (CCIP) limited partners was filed in 1995 (the "Action"), which sought,
among other things, to enjoin permanently the purchase of systems from CCIP,
including those by CC-II (the "CCIP Acquisition"). On February 15, 1996, all of
the plaintiff's claims for injunctive relief were dismissed (including that
which sought to prevent the consummation of the CCIP Acquisition); the
plaintiff's claims for money damages which may have resulted from the CCIP
Acquisition remain pending. In October 1996 the plaintiff filed a Consolidated
Amended Class Action Complaint (the "Amended Complaint"). The general partner of
CCIP believed that portions of the Amended Complaint were legally inadequate and
filed a dispositive motion as to all remaining claims in the Action. In October
1997, The court granted in part and denied in part the defendants motion, the
effect of which narrowed the remaining issues significantly. Each of the
defendants in the Action including the Partnership, believes the Action, which
remains pending, to be without merit and is contesting it vigorously. There can
be no assurance, however, that the plaintiff will not be awarded damages, some
or all of which may be payable by the Partnership, in connection with the
Action.

In June 1997, a purported class action lawsuit was filed in Delaware Chancery
Court under the name of Wallace, Mathews, Lerner and Roberts v. Wood et.al.,
Case No. 15731, by certain limited partners of Cencom Cable Income Partners II,
L.P. (CCIP II), a publicly held limited partnership, against numerous
defendants. The suit alleges that defendants CC-I and CC-II, both of which are
related to CCIP II's general partner, purchased cable television systems from
CCIP II in April 1997 at less than fair value. In connection with the purchase
of these assets, CC-I and CC-II paid the highest amount bid in a multiple round
auction process involving nonaffiliated third parties. 


                                     Page 8
<PAGE>   9
Furthermore, the assets acquired had been appraised by two independent
appraisers, the purchase price paid as a result of the auction was higher than
the appraised value, and the proposed sale to the purchasers was approved by a
majority of CCIP II's limited partners. In November 1997, the plaintiffs amended
their complaint to restate their allegations as a shareholders' derivative
claim. For these reasons, amongst others, management of the Partnership believes
that the claims against CC-I and CC-II are without merit and will defend them
vigorously.

The Partnership is also a party to lawsuits which are generally incidental to
its business. In the opinion of management, after consulting with legal counsel,
the outcome of these lawsuits will not have a material adverse effect on the
Partnership's consolidated financial position or results of operations.

4. LONG-TERM DEBT

On June 1, 1998, the Partnership repaid and terminated the separate credit
facilities of CC-I and CC-II from borrowings of its new revolving credit and
term loan facilities. The new $640 million credit facilities were arranged
through a consortium of banks and consist of a $290 million revolver maturing
June 2007 and a pair of term facilities in the amounts of $200 million and $150
million maturing June 2007 and December 2007, respectively. The new credit
facilities are structured as a joint credit agreement whereby CC-I and CC-II
(and its subsidiaries) are each jointly and severally liable for the debt. The
credit facilities bear interest, at borrower's option, at rates based upon the
prime rate of the agent bank or based upon Eurodollar rates plus the applicable
margin determined by the Partnership's leverage ratio at the time of the
borrowing. The variable interest rates ranged from 7.03% to 7.69% at June 30,
1998. The extraordinary loss recognized by the Partnership due to the early
retirement of debt was related to the write off of deferred debt issuance costs
for the terminated credit facilities of CC-I and CC-II.

5. SUBSEQUENT EVENT

On July 29, 1998, Charter Communications, Inc. ("CCI"), the company that
provides management service to the Partnership and its subsidiaries, along with
certain of its affiliates and their respective shareholders, entered into a
Purchase Agreement (the "Purchase Agreement") with Paul G. Allen pursuant to
which Mr. Allen agreed to purchase all of the outstanding privately-held equity
interests of CCI and the various other entities that together constitute the
owners and/or managers of the cable television systems operated under the name
"Charter Communications". The obligation of Mr. Allen to purchase these equity
interests is subject to the satisfaction of certain conditions set forth in the
Purchase Agreement including, without limitation, obtaining all necessary
governmental approvals. It is currently expected that the acquisition by Mr.
Allen will occur in December 1998. If the acquisition is consummated, the
Partnership will be obligated under the terms of the Indenture governing its
Senior Secured Discount Debentures due 2007 (the "Debentures") to make an offer
to repurchase all outstanding Debentures at a purchase price equal to 101% of
the accreted value thereof plus all accrued and unpaid interest to the date of
purchase. In addition, the Partnership's subsidiary, Charter Communications
Southeast, L.P., will be obligated under the terms of the Indenture governing
its 11.25% Senior Notes due 2006 (the "Senior Notes") to make an offer to
repurchase all outstanding Notes at a purchase price equal to 101% of the
principle amount thereof plus all accrued and unpaid interest to the date of
purchase.


                                     Page 9
<PAGE>   10
                 CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.
             CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS CAPITAL CORP

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

Significant Transactions

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

<TABLE>
<CAPTION>
                                     Approximate
       Acquisition Date            Purchase Price                   Location of Systems
       ----------------            --------------                   -------------------
<S>                                <C>                           <C>
      April 1994                   $174.7 million                Georgia, Alabama, Louisiana
      January 1995                 $108.0 million                Kentucky, N. Carolina, S. Carolina
      May 1995                     $ 22.0 million                Georgia
      May 1995                     $ 48.0 million                Alabama
      July 1995                    $ 34.7 million                Georgia
      November 1995                $ 35.0 million                S. Carolina
      January 1996                 $  8.4 million                S. Carolina
      March 1996                   $112.0 million                Georgia, N. Carolina, Tenn., Ky.
      November 1996                $ 22.0 million                Alabama, Tennessee
      February 1997                $ 69.1 million                N. Carolina
      February 1997                $  3.7 million                Georgia
      April 1997                   $ 90.5 million                N. Carolina, S. Carolina
</TABLE>

The only pending sale transaction is for approximately 1,700 subscribers in
Tennessee, subject to the buyer obtaining financing and completion of the asset
sale contract. The Partnership has signed a letter of intent to purchase
approximately 3,300 subscribers near the Nashville Cluster from an unaffiliated
third party for approximately $5.9 million. There are no other pending
acquisitions.

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>
                                                            June 30,             December 31,             June 30,
                                                              1998                   1997                   1997
                                                          ------------           ------------           ------------
<S>                                                       <C>                    <C>                    <C>   
Basic Subscribers:
  Nashville Cluster                                             44,200                 43,700                 42,700
  Northern Alabama Cluster                                      64,500                 62,900                 62,400
  New Orleans Cluster                                           37,600                 36,600                 35,800
  Atlanta Cluster                                               71,400                 69,000                 67,600
  Greenville-Spartanburg/Asheville Cluster                     108,200                105,000
                                                                                                             103,500
  Hickory Cluster                                               52,400                 51,000                 50,400
  Non-Cluster Systems                                           65,900                 64,000                 63,200
                                                          ------------           ------------           ------------
                                                               444,200                432,200                425,600
                                                          ============           ============           ============
Premium Subscription Units:
  Nashville Cluster                                             24,600                 21,800                 22,000
  Northern Alabama Cluster                                      28,800                 25,100                 21,000
  New Orleans Cluster                                           22,700                 18,500                 17,800
  Atlanta Cluster                                               65,700                 61,000                 33,100
  Greenville-Spartanburg/Ashville Cluster                       48,100                 41,500                 43,000
  Hickory Cluster                                               21,300                 18,700                 20,200
  Non-Cluster Systems                                           41,100                 36,200                 41,500
                                                          ------------           ------------           ------------
                                                               252,300                222,800                198,600
                                                          ============           ============           ============
</TABLE>


                                    Page 10
<PAGE>   11
The following table sets forth certain items in dollars (in thousands) and as a
percentage of service revenues for the periods indicated:


<TABLE>
<CAPTION>
                                                                        For the Three Months
                                                                           Ended June 30,
                                                                           --------------
                                                                             (Unaudited)
                                                                       1998                            1997
                                                            ---------------------------     ---------------------------
                                                                                 % of                           % of
                                                              Amount           Revenue        Amount          Revenue
                                                            ----------       ----------     ----------       ----------
<S>                                                         <C>              <C>            <C>              <C>   

Service Revenues                                            $   50,321            100.0%    $   45,429            100.0%
                                                            ----------       ----------     ----------       ----------
Operating Expenses:
       Operating costs                                          21,055             41.8         19,655             43.3
       General and administrative                                3,917              7.8          3,419              7.5
       Depreciation and Amortization                            21,877             43.5         18,563             40.8
       Management Fees - Related Party                           2,515              5.0          2,268              5.0
                                                            ----------       ----------     ----------       ----------
                                                                49,364             98.1         43,905             96.6
                                                            ----------       ----------     ----------       ----------
Income From Operations                                             957              1.9          1,524              3.4
                                                            ----------       ----------     ----------       ----------
Other Income (Expense):
       Interest Income                                              58               .1             43               .1
       Interest Expense                                        (16,960)           (33.7)       (15,610)           (34.4)
                                                            ----------       ----------     ----------       ----------
                                                               (16,902)           (33.6)       (15,567)           (34.3)
                                                            ----------       ----------     ----------       ----------
Loss Before Income Taxes and Extraordinary Item
                                                               (15,945)           (31.7)       (14,043)           (30.9)
Income Taxes                                                        --               --             --               --
Extraordinary Item -Loss on early retirement of debt
                                                                (6,264)           (12.4)            --               --
                                                            ----------       ----------     ----------       ----------
       Net Loss                                             $  (22,209)           (44.1)%   $  (14,043)           (30.9)%
                                                            ==========       ==========     ==========       ==========
</TABLE>




                                    Page 11
<PAGE>   12
The following table sets forth certain items in dollars (in thousands) and as a
percentage of service revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                                        For the Three Months
                                                                           Ended June 30,
                                                                           --------------
                                                                             (Unaudited)
                                                                       1998                            1997
                                                            ---------------------------     ---------------------------
                                                                                 % of                           % of
                                                              Amount           Revenue        Amount          Revenue
                                                            ----------       ----------     ----------       ----------
<S>                                                         <C>              <C>            <C>              <C>   
Service Revenues                                            $   98,365            100.0%    $   82,232            100.0%
                                                            ----------       ----------     ----------       ----------
Operating Expenses:
       Operating costs                                          41,242             41.9         35,337             43.0
       General and administrative                                7,787              7.9          6,368              7.7
       Depreciation and Amortization                            43,079             43.8         33,455             40.7
       Management Fees - Related Party                           4,918              5.0          4,109              5.0
                                                            ----------       ----------     ----------       ----------
                                                                97,026             98.6         79,269             96.4
                                                            ----------       ----------     ----------       ----------
Income From Operations                                           1,339              1.4          2,963              3.6
                                                            ----------       ----------     ----------       ----------
Other Income (Expense):
       Interest Income                                             109               .1             89               .1
       Interest Expense                                        (33,389)           (33.9)       (28,641)           (34.8)
                                                            ----------       ----------     ----------       ----------
                                                               (33,280)           (33.8)       (28,552)           (34.7)
                                                            ----------       ----------     ----------       ----------
Loss Before Income Taxes and Extraordinary Item
                                                               (31,941)           (32.4)       (25,589)           (31.1)
Income Taxes                                                        --               --             --               --
Extraordinary Item - Loss on early retirement of debt
                                                                (6,264)            (6.4)            --               --
                                                            ----------       ----------     ----------       ----------
       Net Loss                                             $  (38,205)           (38.8)%   $  (25,589)           (31.1)%
                                                            ==========       ==========     ==========       ==========
</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 10.8% and 19.6% to $ 50.3 million and $ 98.4 million, for
the three and six month periods ended June 30, 1998, respectively, when compared
to the similar periods of 1997. These increases in 1998 are primarily due to an
increase in subscribers for the cable services offered by the systems resulting
primarily from acquisitions of cable systems by the Partnership throughout 1997.
In addition, the Partnership experienced significant internal subscriber growth
(See supplemental analysis of quarterly operating results) between periods and
implemented basic and expanded tier retail rate increases in certain systems, in
accordance with federal law applicable to rate regulation. The internal
subscriber growth reflects the success of management's marketing efforts to add
new customers and retain existing customers, as well as offering improved
customer service. In addition, a limited amount of new-build construction
increased the coverage of the systems.


                                    Page 12
<PAGE>   13
Operating Expenses

Operating costs increased by 7.1% and 16.7% to $ 21.1 million and $ 41.2 million
for the three and six months ended June 30, 1998, respectively, when compared to
the similar periods of 1997. The majority of this increase was related to costs
associated with the acquisitions of additional cable television systems during
1997. Operating costs, as a percentage of service revenues, have decreased from
43.3% and 43.0% for the three and six months ended June 30, 1997 to 41.8% and
41.9% for the three and six months ended June 30, 1998, respectively, primarily
as a result of the Partnership's efforts to increase operating efficiencies as a
result of clustering its cable television systems.

General and administrative expenses increased by 14.6% and 22.3% to $ 3.9
million and $ 7.8 million for the three and six months ended June 30, 1998,
respectively, when compared to the similar periods of 1997. This increase is
primarily a result of the costs associated with acquisitions of additional cable
television systems during 1997. General and administrative expenses, as a
percentage of service revenues, have increased from 7.5% and 7.7% to 7.8% and
7.9% for the three and six months ended June 30, 1998 and June 30, 1997,
respectively, as a result of increased salary and wage costs.

Depreciation and amortization increased by 17.9% and 28.8% to $21.9 million and
$43.1 million for the three and six months ended June 30, 1998, when compared to
the similar periods of 1997. 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. Depreciation expense as a percent of
revenues increased during the three and six months ended June 30, 1998 compared
to the similar periods of 1997. This increase is due primarily to a decrease in
the estimated useful lives used in calculating depreciation.


Other Income / Expense

Interest expense increased by 8.6% and 16.6% to $17.0 million and $33.4 million
for the three and six months ended June 30, 1998, respectively, when compared to
the similar periods of 1997. This increase was primarily due to the increase in
the average outstanding bank debt balance between the comparable periods. The
extraordinary loss due to the early retirement of the separate CC-I and CC-II
credit facilities relates to the write-off of deferred debt issuance costs of
each facility.


Net Loss

Net loss increased by 58.1% and 49.3% to $22.2 million and $38.2 million for the
three and six months ended June 30, 1998, respectively, when compared to the
similar periods of 1997. In 1998, increased depreciation and the extraordinary
loss were significant factors versus the prior year.


                                    Page 13
<PAGE>   14
Liquidity and Capital Resources

The Partnership's growth by acquisition has historically been funded primarily
by borrowings under bank credit facilities, the proceeds of the $146,820,000 of
Senior Secured Discount Debentures (the "Debentures") and the 11 1/4% Senior
Notes (the "Notes"), and equity contributions. Cash flows provided by operating
activities together with borrowings under bank credit facilities have been
sufficient to fund the Partnership's debt service, capital expenditures and
working capital requirements. 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, if any, 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 June 1, 1998, the Partnership repaid and terminated the separate credit
facilities of CC-I and CC-II from borrowings of its new revolving credit and
term loan facilities. The new $640 million credit facilities were arranged
through a consortium of banks and consist of a $290 million revolver maturing
June 2007 and a pair of term facilities in the amounts of $200 million and $150
million maturing June 2007 and December 2007, respectively. The new credit
facilities are structured as a joint credit agreement whereby CC-I and CC-II
(and its subsidiaries) are each jointly and severally liable for the debt. The
credit facilities bear interest, at borrower's option, at rates based upon the
prime rate of the agent bank or based upon Eurodollar rates plus the applicable
margin determined by the Partnership's leverage ratio at the time of the
borrowing. The variable interest rates ranged from 7.03% to 7.69% at June 30,
1998. The extraordinary loss recognized by the Partnership for the early
extinguishment of debt was related to the write off of deferred debt issuance
costs for the terminated credit facilities of CC-I and CC-II.

At June 30, 1998, the Partnership's long-term debt of $ 704.4 million consisted
of $477.4 million outstanding under its revolving credit and term loan facility,
$125.0 million of indebtedness from the sale of 11 1/4% Senior Notes by Charter
Southeast, and $102.0 million of indebtedness from the sale of Debentures. The
Partnership had unused and available borrowing capacity of $162.6 million at
June 30, 1998.

On July 29, 1998, Charter Communications, Inc. ("CCI"), the company that
provides management service to the Partnership and its subsidiaries, along with
certain of its affiliates and their respective shareholders, entered into a
Purchase Agreement (the "Purchase Agreement") with Paul G. Allen pursuant to
which Mr. Allen agreed to purchase all of the outstanding privately-held equity
interests of CCI and the various other entities that together constitute the
owners and/or managers of the cable television systems operated under the name
"Charter Communications". The obligation of Mr. Allen to purchase these equity
interests is subject to the satisfaction of certain conditions set forth in the
Purchase Agreement including, without limitation, obtaining all necessary
governmental approvals. It is currently expected that the acquisition by Mr.
Allen will occur in December 1998. If the acquisition is consummated, the
Partnership will be obligated under the terms of the Indenture governing its
Senior Secured Discount Debentures due 2007 (the "Debentures") to make an offer
to repurchase all outstanding Debentures at a purchase price equal to 101% of
the accreted value thereof plus all accrued and unpaid interest to the date of
purchase. In addition, the Partnership's subsidiary, Charter Communications
Southeast, L.P., will be obligated under the terms of the Indenture governing
its 11.25% Senior Notes due 2006 to make an offer to repurchase all outstanding
Notes at a purchase price equal to 101% of the principle amount thereof plus all
accrued and unpaid interest to the date of purchase.

Cash interest is payable on a monthly and quarterly basis for borrowings
outstanding under the Partnership's 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 Debentures is amortized through
March 2001; thereafter, cash interest is payable on a semi-annual basis in March
and September until March 2007.

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 interest expense in the
period incurred. The affects of the Partnership's hedging 


                                    Page 14
<PAGE>   15
practices on its weighted average borrowing rate and on reported interest
expense were not material for the three and six months ended June 30, 1998.

The Partnership incurred capital expenditures of approximately $41.6 million
during 1998 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 $80.0 million to $90.0
million during fiscal 1998.

During 1997 and 1998, the Partnership held discussions with several
municipalities, counties and utility companies in Georgia to explore the
possibility of a sale-leaseback venture whereby the Partnership would sell its
cable television distribution plant and subsequently enter into a long-term
capital lease to continue to operate the cable television system. On August 4,
1998, the Partnership and the City of LaGrange, Georgia, entered into such an
arrangement involving approximately 8,200 customers. The proceeds of a municipal
bond offering will be utilized for the initial purchase of the cable television
system for approximately $2.2 million with the remaining funds to finance the
upgrade of the cable television system to 750 MHz. Upon completion of the
upgrade in 1999, the Partnership will reflect a 16 year capital lease agreement
with an obligation of approximately $7.0 million recorded by 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.

Year 2000 Impact

As of the six months ended June 30, 1998, the Company began a process to
identify and address issues surrounding the Year 2000 and its impact on the
Company's operations. The issue surrounding the Year 2000 is whether the
computer systems, software and all equipment using a computer chip will properly
recognize date sensitive information when the year changes to 2000, or "00".
Computerized systems that do not properly recognize such information could
generate erroneous data or cause a system to fail. This issue impacts the
Company as to its owned or licensed computer systems and equipment used in
connection with internal operations, including systems, software and equipment
supplied by vendors and third party service providers. The Company may also be
affected by virtue of its external dealings with third parties in the regular
course of business. As management of the Company has not completed its initial
assessment of the impact the Year 2000 may have on the Company's operations, it
cannot estimate the costs associated with ensuring the Company's operations are
Year 2000 compliant. The Company is in the initial phases of determining the
impact of the Year 2000, and management anticipates completion of the project by
December 1998, allowing adequate time for testing. However, there can be no
assurance that the Company's operations or the computer systems of other
companies with whom the Company conducts business will be Year 2000 compliant
prior to December 31, 1999. If such modifications and conversions are not
completed timely, the Year 2000 problem may have a material impact on the
operation of the Company.


                                    Page 15
<PAGE>   16
Supplemental Analysis of Quarterly Operating Results

The following table sets forth certain operating results and statistics for the
three months ended June 30, 1998 compared to the three months ended June 30,
1997. The following dollar amounts are in thousands, except for per subscriber
amounts:


<TABLE>
<CAPTION>
                                                  For the Three Months                            For the Three Months
                                                   Ended June 30, 1998                             Ended June 30, 1997
                                     ---------------------------------------------    ---------------------------------------------
                                                       (Unaudited)                                     (Unaudited)
                                        SYSTEMS          Systems                         SYSTEMS          Systems
                                     ACQUIRED ON OR     Acquired                      ACQUIRED ON OR      Acquired
                                     BEFORE 4/1/97     After 4/1/97        Total       BEFORE 4/1/97    After 4/1/97        Total
                                     -------------     ------------       --------    --------------   -------------       --------
<S>                                  <C>               <C>                <C>         <C>              <C>                 <C>     

Service Revenues                        $ 44,592         $  5,729         $ 50,321       $ 40,471         $  4,958         $ 45,429
                                        --------         --------         --------       --------         --------         --------
Operating Expenses:
   Operating costs                        18,698            2,357           21,055         17,545            2,110           19,655
   General and administrative              3,589              328            3,917          3,107              312            3,419
                                        --------         --------         --------       --------         --------         --------
                                          22,287            2,685           24,972         20,652            2,422           23,074
                                        --------         --------         --------       --------         --------         --------
EBITDA (a)                              $ 22,305         $  3,044         $ 25,349         19,819            2,536           22,355
                                        ========         ========         ========       ========         ========         ========
EBITDA Margin                               50.0%                             50.4%          49.0%                             49.2%
                                        ========                          ========       ========                          ========

Operating Statistical Data, at end
   of period:

   Monthly revenue per subscriber
                                        $  38.04               --               --       $  36.07               --               --
   Homes passed (b)                      598,700           88,100          686,800        573,100           83,600          656,700
   Basic subscribers                     390,700           53,500          444,200        374,000           51,600          425,600
   Basic penetration                        65.3%            60.7%            64.7%          65.3%            61.7%            64.8%
   Premium subscriptions                 227,400           24,900          252,300        175,000           23,600          198,600
</TABLE>


(a) EBITDA represents income before 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 fees paid by the Company are calculated as 5% of service revenues,
60% of which is payable currently and 40% is deferred. 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.

(b) Homes passed as previously reported for June 30, 1997 were revised upward by
13,000 homes passed as a result of management's review and verification of the
engineering and billing records.


                                    Page 16
<PAGE>   17
  Results of Operations - Supplemental Analysis for the Quarter Ended June 30,
 1998 Versus the Quarter Ended June 30, 1997 (for Systems Acquired On or Before
                                 April 1, 1997)

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 June 30, 1998 versus the three months ended June 30, 1997.
Specifically, the comparable analysis includes the results of operations for
acquisitions completed between April 1994 and February 1997. - see Significant
Transactions for a complete listing of all acquisitions by the Partnership.

Service revenues increased by $4.1 million or 10.2% when comparing the revenues
for the quarter ended June 30, 1998 to the results for the comparable systems
for the quarter ended June 30, 1997. This increase is due to a net gain of
approximately 16,700 or 4.5% for basic subscribers between quarters and, second,
to retail rate increases implemented in certain of the Partnership's systems.

Operating expenses increased approximately $1.6 million or 7.9% when comparing
the operating expenses for the quarter ended June 30, 1998 to the results for
the comparable systems for the quarter ended June 30, 1997. 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 on
a per subscriber basis to the programming services. The Company believes that
the growth in programming expense is consistent with industry-wide increases.

The Partnership experienced growth in operating cash flow (EBITDA) of
approximately $2.5 million or 12.5% when comparing the operating cash flow for
the quarter ended June 30, 1998 to the results for the comparable systems for
the quarter ended June 30, 1997. EBITDA margin increased from 49.0% to 50.0%
when comparing the similar periods, primarily as a result of increased revenues
due to subscriber growth and retail rate increases.


                                    Page 17
<PAGE>   18
Part II. Other Information

Item 1. Legal Proceedings

A purported class action lawsuit on behalf of the Cencom Cable Income Partners,
L.P. (CCIP) limited partners was filed in 1995 (the "Action"), which sought,
among other things, to enjoin permanently the purchase of systems from CCIP,
including those by CC-II (the "CCIP Acquisition"). On February 15, 1996, all of
the plaintiff's claims for injunctive relief were dismissed (including that
which sought to prevent the consummation of the CCIP Acquisition); the
plaintiff's claims for money damages which may have resulted from the CCIP
Acquisition remain pending. In October 1996, the plaintiff filed a Consolidated
Amended Class Action Complaint(the "Amended Complaint"). The general partner of
CCIP believed that portions of the Amended Complaint were legally inadequate and
filed a dispositive motion as to all remaining claims in the Action. In October
1997, The court granted in part and denied in part the defendants motion, the
effect of which narrowed the remaining issues significantly. Each of the
defendants in the Action including the Partnership, believes the Action, which
remains pending, to be without merit and is contesting it vigorously. There can
be no assurance, however, that the plaintiff will not be awarded damages, some
or all of which may be payable by the Partnership, in connection with the
Action.

In June 1997, a purported class action lawsuit was filed in Delaware Chancery
Court under the name of Wallace, Mathews, Lerner and Roberts v. Wood et.al.,
Case No. 15731, by certain limited partners of Cencom Cable Income Partners II,
L.P. (CCIP II), a publicly held limited partnership, against numerous
defendants. The suit alleges that defendants CC-I and CC-II, both of which are
related to CCIP II's general partner, purchased cable television systems from
CCIP II in April 1997 at less than fair value. In connection with the purchase
of these assets, CC-I and CC-II paid the highest amount bid in a multiple round
auction process involving nonaffiliated third parties. Furthermore, the assets
acquired had been appraised by two independent appraisers, the purchase price
paid as a result of the auction was higher than the appraised value, and the
proposed sale to the purchasers was approved by a majority of CCIP II's limited
partners. In November 1997, the plaintiffs amended their complaint to restate
their allegations as a shareholders' derivative claim. For these reasons,
amongst others, management of the Partnership believes that the claims against
CC-I and CC-II are without merit and will defend them vigorously.

The Partnership is also a party to lawsuits which are generally incidental to
its business. In the opinion of management, after consulting with legal counsel,
the outcome of these lawsuits will not have a material adverse effect on the
Partnership's consolidated financial position or results of operations.

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

        (a) Exhibits

                27      Financial Data Schedule

                10.26   Loan Agreement among Charter Communications, L.P.,
                        Charter Communications II, L.P., Charter Communications
                        III, L.P. and Peachtree Cable TV, Inc., as Borrowers and
                        TD Securities (USA), Inc., PNC Bank, N.A., and Credit
                        Lyonnais New York Branch, dated June 1, 1998

        (b) Reports on Form 8-K-None


                                    Page 18
<PAGE>   19
                 CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P.

          CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS CAPITAL CORPORATION

                         FOR QUARTER ENDED JUNE 30, 1998

                                   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..
                              its General Partner


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


By:   /s/Jerald L. Kent                     August 13, 1998
      --------------------------------
      Jerald L. Kent
      President and
      Chief Executive Officer


By:   /s/Kent D. Kalkwarf                   August 13, 1998
      --------------------------------
      Kent D. Kalkwarf
      Senior Vice President and
      Chief Financial Officer

                        CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS
                          CAPITAL CORPORATION


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


By:   /s/Jerald L. Kent                      August 13, 1998
      --------------------------------
      Jerald L. Kent
      President and
      Chief Executive Officer


By:   /s/Kent D. Kalkwarf                    August 13, 1998
      --------------------------------
      Kent D. Kalkwarf
      Senior Vice President and
      Chief Financial Officer


                                    Page 19