<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, 1997

                                       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 September 30, 1997, 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, 1997

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

         Item 1.  Consolidated Financial Statements
                  a. Consolidated Balance Sheets - As of September 30, 1997 and December 31, 1996           3
                  b. Consolidated Statements of Operations - For the Three Months Ended
                     September 30, 1997 and 1996                                                            4
                  c. Consolidated Statements of Operations - For the Nine Months Ended September 30,
                     1997 and 1996                                                                          5
                  d. Consolidated Statement of Partners' Capital - For the Nine Months Ended
                     September 30, 1997                                                                     6
                  e. Consolidated Statements of Cash Flows - For the Nine Months Ended September 30,
                     1997 and 1996                                                                          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 - 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                                                         18

         Signature Page                                                                                    19
</TABLE>




                                     Page 2
<PAGE>   3

        CHARTER COMMUNICATIONS SOUTHEAST HOLDINGS, L.P. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 September 30,        December 31,
                                                                                      1997                1996
                                                                               ------------------    ---------------
                                                                                 (Unaudited)
                                     ASSETS                                      
                                     ------
<S>                                                                               <C>                 <C>
 CURRENT ASSETS:
   Cash and cash equivalents                                                        $  1,434,857       $  3,360,507
   Accounts receivable, net of allowance for doubtful accounts of $423,350,
        and $300,378, respectively                                                     3,867,579          2,537,324
   Prepaid expenses and other                                                            725,953            299,071
   Receivables from parent and affiliates                                                     --            500,000
                                                                                    ------------       ------------
            Total current assets                                                       6,028,389          6,696,902
                                                                                    ------------       ------------
 INVESTMENT IN CABLE TELEVISION PROPERTIES:
   Property, plant and equipment, net                                                236,608,249        163,998,045
   Franchise costs, net of accumulated amortization of $106,637,487 and
      $75,221,372 respectively                                                       484,084,945        389,065,380
   Covenants not to compete, net of accumulated amortization of $541,324, and
      $240,000, respectively                                                             918,676            960,000
                                                                                    ------------       ------------
                                                                                     721,611,870        554,023,425
                                                                                    ------------       ------------
 RESTRICTED FUNDS HELD IN ESCROW                                                              --          1,782,537
                                                                                    ------------       ------------
 OTHER ASSETS                                                                         15,958,090         14,513,068
                                                                                    ------------       ------------
                                                                                    $743,598,349       $577,015,932
                                                                                    ============       ============

                       LIABILITIES AND PARTNERS' CAPITAL
                       ---------------------------------

 CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                            $ 23,782,653       $ 23,958,762
   Subscriber deposits and prepayments                                                   418,159            260,244
   Payable to affiliates                                                               1,398,018          2,143,899
                                                                                    ------------       ------------
         Total current liabilities                                                    25,598,830         26,362,905
                                                                                    ------------       ------------
 DEFERRED MANAGEMENT FEES PAYABLE TO AFFILIATE                                         6,887,525          4,293,532
                                                                                    ------------       ------------
 DEFERRED REVENUE                                                                      1,768,506          1,661,503
                                                                                    ------------       ------------
 LONG-TERM DEBT                                                                      664,226,922        493,571,442
                                                                                    ------------       ------------
 DEFERRED INCOME TAXES                                                                 5,111,308          5,111,308
                                                                                    ------------       ------------
 REDEEMABLE  PREFERRED LIMITED UNITS - No Class A or Class B units issued or
   outstanding at September 30, 1997 and December 31, 1996                                    --                 --
                                                                                    ------------       ------------
   SPECIAL LIMITED PARTNER UNITS - No Class A or Class B units issued or
    outstanding at September 30, 1997 and December 31, 1996                                   --                 --
                                                                                    ------------       ------------
 PARTNERS' CAPITAL:
 General Partner                                                                         400,053            460,152
 Preferred Limited Partners - No Class A or Class B units issued or
    outstanding at September 30, 1997 and December 31, 1996                                   --                 --
 Common Limited Partners - 1,850.05 units and 1,513.36 units, issued and
    outstanding, respectively                                                         39,605,205         45,555,090
                                                                                    ------------       ------------
         Total partners' capital                                                      40,005,258         46,015,242
                                                                                    ------------       ------------
                                                                                    $743,598,349       $577,015,932
                                                                                    ============       ============
</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 SEPTEMBER 30, 1997 AND 1996
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                          1997                     1996
                                                                                       --------------       ---------------
<S>                                                                                   <C>                   <C>
SERVICE REVENUES:
 Basic service                                                                         $   33,864,334        $   23,127,456
 Premium service                                                                            4,999,405             3,846,817
 Other                                                                                      7,358,177             5,003,908    
                                                                                       --------------        --------------
                                                                                           46,221,916            31,978,181   
                                                                                       --------------        --------------
OPERATING EXPENSES:
 Operating costs                                                                           19,829,960            13,550,636
 General and administrative                                                                 3,330,344             2,437,632
 Depreciation and amortization                                                             18,641,197            14,077,817
 Management fees - related party                                                            2,311,337             1,600,171    
                                                                                       --------------        --------------
                                                                                           44,112,838            31,666,256    
                                                                                       --------------        --------------
 Income from operations                                                                     2,109,078               311,925       
                                                                                       --------------        --------------
OTHER INCOME (EXPENSE):
 Interest income                                                                               49,230                80,844
 Interest expense                                                                         (16,049,250)          (11,276,832)
 Loss from hurricanes                                                                              --              (378,100)    
                                                                                       --------------        --------------
                                                                                          (16,000,020)          (11,574,088)  
                                                                                       --------------        --------------
 Loss before benefit for income taxes                                                     (13,890,942)          (11,262,163)

 BENEFIT FOR INCOME TAXES                                                                          --                    --    
                                                                                       --------------        --------------
 Net loss                                                                                 (13,890,942)          (11,262,163)  
                                                                                       --------------        --------------
REDEMPTION PREFERENCE ALLOCATION:
 Special Limited Partner units                                                                     --                    --
 Redeemable Preferred Limited units                                                                --                    --

NET LOSS ALLOCATED TO REDEEMABLE PREFERRED LIMITED UNITS                                           --                    -- 
                                                                                       --------------        --------------
 Net loss applicable to partners' capital accounts                                     $  (13,890,942)       $  (11,262,163)
                                                                                       ==============        ==============
NET LOSS ALLOCATION TO PARTNERS' CAPITAL ACCOUNTS:
 General Partner                                                                       $     (138,909)       $     (112,622)

 Class B Preferred Limited Partners                                                                --                    --
 Common Limited Partners                                                                  (13,752,033)          (11,149,541)  
                                                                                       --------------        --------------
                                                                                       $  (13,890,942)       $  (11,262,163)
                                                                                       ==============        ==============
</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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                            1997                   1996
                                                                                      --------------        --------------
<S>                                                                                   <C>                   <C>
SERVICE REVENUES:
 Basic service                                                                         $  93,610,244        $   63,199,535
 Premium service                                                                          14,323,582            10,696,788
 Other                                                                                    20,520,702            13,000,242   
                                                                                       -------------        --------------
                                                                                         128,454,528            86,896,565   
                                                                                       -------------        --------------
OPERATING EXPENSES:
 Operating costs                                                                          55,167,138            36,830,523
 General and administrative                                                                9,698,203             6,638,960
 Depreciation and amortization                                                            52,096,546            38,373,620
 Management fees - related party                                                           6,420,637             4,344,837    
                                                                                       -------------        --------------
                                                                                         123,382,524            86,187,940    
                                                                                       -------------        --------------
 Income from operations                                                                    5,072,004               708,625       
                                                                                       -------------        --------------
OTHER INCOME (EXPENSE):
 Interest income                                                                             138,049               169,353
 Interest expense                                                                        (44,690,037)          (29,393,072)
 Loss from hurricanes                                                                             --              (378,100)    
                                                                                       -------------        --------------
                                                                                         (44,551,988)          (29,601,819) 
                                                                                       -------------        --------------
 Loss before benefit for income taxes                                                    (39,479,984)          (28,893,194)

BENEFIT  FOR INCOME TAXES                                                                         --               111,180      
                                                                                       -------------        --------------
 Net loss                                                                                (39,479,984)          (28,782,014)  
                                                                                       -------------        --------------
REDEMPTION PREFERENCE ALLOCATION:
 Special Limited Partner units                                                                    --              (828,616)
 Redeemable Preferred Limited units                                                               --            (1,452,343)

NET LOSS ALLOCATED TO REDEEMABLE PREFERRED LIMITED UNITS                                          --             4,063,274    
                                                                                       -------------        --------------
 Net loss applicable to partners' capital accounts                                     $ (39,479,984)       $  (26,999,699)

                                                                                       =============        ==============
NET LOSS ALLOCATION TO PARTNERS' CAPITAL ACCOUNTS:
 General Partner                                                                            (394,799)             (269,997)

 Class B Preferred Limited Partners                                                               --                    --
 Common Limited Partners                                                                 (39,085,185)          (26,729,702)  
                                                                                       -------------        --------------
                                                                                       $ (39,479,984)       $  (26,999,699)
                                                                                       =============        ==============
</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 NINE MONTHS ENDED SEPTEMBER 30, 1997
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                                 Class B
                                                                Preferred
                                           General               Limited              Common 
                                           Partner               Partners         Limited Partners         Total
                                         ------------          -----------       ------------------   --------------
<S>                                       <C>                   <C>              <C>                  <C>
BALANCE, December 31, 1996                $ 460,152             $        --      $ 45,555,090         $ 46,015,242

  Capital contributions                     334,700                      --        33,135,300           33,470,000
  Allocation of net loss                   (394,799)                     --       (39,085,185)         (39,479,984)
                                          ---------             -----------      ------------         ------------        
BALANCE, September 30, 1997               $ 400,053             $        --      $ 39,605,205         $ 40,005,258
                                          =========             ===========      ============         ============        
</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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                   1997                    1996
                                                                               --------------        ---------------
 <S>                                                                            <C>                  <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                    $(39,479,984)        $ (28,782,014)
    Adjustments to reconcile net loss to net cash provided by operating
       activities
       Depreciation and amortization                                              52,096,546            38,373,620
       Amortization of debt issuance costs                                         1,531,761               411,923
       Amortization of interest rate cap agreements                                  110,708               104,084
       Forgiveness of note receivable with related party                                  --               100,000
          Amortization on discount of debentures                                          --             5,554,504
       Deferred income taxes                                                       8,955,480              (111,180)
       Changes in assets and liabilities, net of effects from acquisitions -
          Accounts receivable, net                                                    73,650             1,504,211
          Prepaid expenses and other                                                (410,792)           (1,636,139)
          Receivables from parent and affiliates                                     500,000               296,179
          Accounts payable and accrued expenses                                   (2,025,097)           (1,426,593)
          Subscriber deposits and prepayments                                       (219,744)              (90,943)
          Payable to affiliates                                                    2,566,318             2,493,385
          Deferred revenue                                                           (31,906)              525,829       
                                                                                ------------         -------------
       Net cash provided by operating activities                                  23,666,940            17,316,866     
                                                                                ------------         -------------
 CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property, plant and equipment                                   (52,428,526)          (26,714,284)
    Payments for acquisitions, net of cash acquired                             (159,666,104)         (125,270,673)
    Payments of organizational expenses                                                   --               (34,257)
    Restricted funds held in escrow                                                1,782,537                    --
    Payments of franchise costs                                                     (271,785)                   --            
                                                                                ------------         -------------
       Net cash used in investing activities                                    (210,583,878)         (152,019,214) 
                                                                                ------------         -------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of debt                                                        --           200,000,061
    Payment of debt issuance costs                                                (3,428,712)           (9,552,619)
    Borrowings under revolving credit agreements                                 200,750,000            16,275,000
    Payments under revolving credit agreements                                   (42,130,000)          (18,500,000)
    Payment of note payable                                                               --           (15,000,000)
    Partners' capital contributions                                               29,800,000                    --
    Redemption of Special Limited Partner units                                           --           (43,242,948)  
                                                                                ------------         -------------
       Net cash provided by financing activities                                 184,991,288           129,979,494    
                                                                                ------------         -------------
 NET DECREASE IN CASH AND CASH EQUIVALENTS                                        (1,925,650)           (4,722,854)
 CASH AND CASH EQUIVALENTS, beginning of period                                    3,360,507             6,547,438      
                                                                                ------------         -------------
 CASH AND CASH EQUIVALENTS, end of period                                       $  1,434,857         $   1,824,584
                                                                                ============         =============
 CASH PAID FOR INTEREST                                                         $ 35,198,647         $  24,172,219
                                                                                ============         =============
 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. 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 its wholly owned subsidiaries 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 September 30, 1996 financial
statements to conform with the September 30, 1997 presentation.


2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS:

The consolidated financial statements 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
Partnership's Form 10-K for the year ended December 31, 1996.  Interim results
are not necessarily indicative of results for a full year.


3. ACQUISITIONS:

In February 1997, CC-II acquired the net assets of Prime Cable of Hickory,
L.P., which included the cable television system in and around Hickory, North
Carolina, for approximately $69.4 million, including transaction costs and
closing adjustments (the "Hickory Acquisition").  The purchase price allocation
as reflected in the consolidated financial statements as of September 30, 1997
is subject to certain final closing adjustments.  The Hickory Acquisition was
funded by borrowings under the CC-II credit facility.

In April 1997, CC-I and CC-II acquired the net assets of certain cable
television systems located in North Carolina and South Carolina from Cencom
Cable Income Partners II, L.P. (CCIP II) and Cencom Partners, L.P. (CPLP),
affiliated entities, for an aggregate purchase price of approximately $90.3
million, including transaction costs and closing adjustments.  These
acquisitions were funded by availability under the respective credit
facilities.





                                     Page 8
<PAGE>   9

The pro forma effects of the above-described 1997 transactions as well as the
acquisition of cable television systems during 1996 on the Partnership's
results of operations for the nine months ended September 30, 1997 and 1996 are
presented in the following unaudited tabulation:

<TABLE>
<CAPTION>
                                                     For the nine months ended September 30,
                                                     ---------------------------------------
                                                            1997                     1996
                                                            ----                     ----
<S>                                                 <C>                     <C>                                   
                 Service revenues                    $135,633,421           $122,218,646
                                                     ============           ============
                 Income from operations              $  5,737,376           $  3,496,345
                                                     ============           ============
                 Net loss                            $(42,243,124)          $(43,438,558)
                                                     ============           ============
</TABLE>

The pro forma results presented above are based upon currently available
information and certain assumptions that management believes are reasonable.



4. PARTNERS' CAPITAL:

In February 1997, Charter Holdings received $30.0 million of cash contributions
as well as the contribution of the assets and related liabilities of a certain
cable television system serving areas in and around Stockbridge, Georgia (the
"Stockbridge System").  The Stockbridge System, which had an appraised value
(net of approximately $3.1 million in debt) of approximately $3.67 million, was
contributed at fair market value to Charter Southeast which, in turn,
contributed such system to CC-II.  The $30.0 million contributed to Charter
Holdings was contributed to Charter Southeast.  Charter Southeast contributed
$5.0 million to CC-I and $25.0 million to CC-II of the $30.0 million
contributed.  Prior to consummation of the aforementioned acquisitions in April
1997, the equity contribution was used to reduce outstanding indebtedness under
the credit facilities of CC-I and CC-II. Costs of $200,000 were incurred in
connection with the cash capital contributions.  These capital contributions
resulted in an increase in issued and outstanding limited partnership units of
336.7 units.



5. LITIGATION:

In June 1997, a purported class action lawsuit was filed in Delaware Chancery
Court under the name of  Wallace, Matthews, Lerner and Roberts v.  Wood et.
al., Case No. 15731, by certain limited partners of CCIP II, a publicly held
limited partnership, against numerous defendants.  The suit alleges that
defendants CC-I and CC-II, both of which are affiliates of CCIP II's general
partner, purchased cable television system assets 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 non-affiliated 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 affiliated purchasers was approved by a majority of CCIP II's limited
partners.  For these reasons, amongst others, management of the Company
believes that the claims against CC-I and CC-II are without merit and will
defend them vigorously.



6. SIGNIFICANT NONCASH TRANSACTION:

The Partnership has reflected the contribution of the Stockbridge System (see
Note 4) as a noncash transaction in the accompanying consolidated financial
statements.





                                     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 Holdings, 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                  $   69.4 million         N. Carolina
   February 1997                  $    3.7 million         Georgia
   April 1997                     $   89.2 million         N. Carolina, S. Carolina
</TABLE>

As of September 30, 1997, the Company had no pending acquisitions.  However,
the Partnership has engaged a third-party broker for the purpose of potentially
selling cable systems that are non-strategic to the Partnership on a long-term
basis.  The cable systems identified on a preliminary basis comprise up to
approximately 70,000 basic subscribers, which are primarily the Partnerships
non-clustered systems.  Any such sale of cable systems is subject to approval
by the General Partner, based upon the prevailing market conditions at such
time.

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,
                                                             1997            1996                1996
                                                        --------------  ---------------     ---------------
<S>                                                       <C>             <C>                  <C>
   Basic Subscribers:
     Nashville Cluster                                       43,000         42,400               42,000
     Northern Alabama Cluster                                62,600         62,400                48,400
     New Orleans Cluster                                     36,500         35,600                35,900
     Atlanta Cluster                                         68,200         62,400                61,500
     Greenville-Spartanburg/Asheville Cluster               104,100         78,100                77,300
     Hickory Cluster                                         50,400             --                    --
     Non-Cluster Systems                                     63,500         49,700                49,900   
                                                          ---------        -------               -------
                                                            428,300        330,600               315,000
                                                          =========        =======               =======
</TABLE>


                                    Page 10
<PAGE>   11
<TABLE>
<CAPTION>
                                                         September 30,   December 31,         September 30,
                                                             1997           1996                  1996
                                                        --------------- --------------       ---------------
<S>                                                    <C>             <C>                   <C>
   Premium Subscription Units:
     Nashville Cluster                                       22,900         22,800                22,800
     Northern Alabama Cluster                                25,900         27,000                22,500
     New Orleans Cluster                                     18,900         16,800                17,300
     Atlanta Cluster                                         48,700         23,700                22,800
     Greenville-Spartanburg/Asheville Cluster                42,500         30,400                29,100
     Hickory Cluster                                         19,000             --                    --
     Non-Cluster Systems                                     37,100         30,500                30,500   
                                                           --------       --------              --------
                                                            215,000        151,200               145,000
                                                           ========       ========              ========
</TABLE>

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 September 30,
                                                                                    -------------------
                                                                                        (Unaudited)
                                                                         1997                                 1996
                                                          -------------------------------      --------------------------------
                                                                                   % of                                  % of
                                                               Amount             Revenue            Amount            Revenue
                                                               ------             -------            ------            -------
                   <S>                                    <C>                 <C>              <C>                  <C>
                    Service Revenues                       $  46,222               100.0%         $   31,978              100.0%  
                                                           ---------           ---------          ----------           --------
                    Operating Expenses:
                    Operating costs                           19,830                42.9              13,551               42.4
                       General and administrative              3,330                 7.2               2,437                7.6
                       Depreciation and Amortization          18,641                40.3              14,078               44.0
                       Management Fees - Related Party         2,312                 5.0               1,600                5.0    
                                                           ---------           ---------          ----------           --------
                                                              44,113                95.4              31,666               99.0   
                                                           ---------           ---------          ----------           --------
                    Income from Operations                     2,109                 4.6                 312                1.0    
                                                           ---------           ---------          ----------           --------
                    Other Income (Expense):
                       Interest Income                            49                  .1                  81                 .3
                       Interest Expense                      (16,049)              (34.7)            (11,277)             (35.3)
                       Loss From Hurricanes                       --                  --                (378)              (1.2)  
                                                           ---------           ---------          ----------           --------
                                                             (16,000)              (34.6)            (11,574)             (36.2) 
                                                           ---------           ---------          ----------           --------
                    Loss Before Benefit for Income Taxes     (13,891)              (30.0)            (11,262)             (35.2)
                    Benefit for Income Taxes                      --                                      --                  
                                                           ---------           ---------          ----------           --------
                    Net Loss                               $ (13,891)              (30.0)%        $  (11,262)             (35.2)%
                                                           =========           =========          ==========           ========
</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 Nine Months
                                                                                    Ended September 30,
                                                                                    -------------------
                                                                                        (Unaudited)
                                                                         1997                                  1996
                                                           -------------------------------      ------------------------------
                                                                                   % of                                  % of
                                                               Amount             Revenue            Amount            Revenue
                                                               ------             -------            ------            -------
                    <S>                                    <C>                 <C>              <C>                  <C>
                    Service Revenues                       $ 128,455               100.0%           $  86,897           100.0%  
                                                           ---------           ---------            ---------          ------
                    Operating Expenses:
                    Operating costs                           55,167                42.9               36,830            42.4
                       General and administrative              9,698                 7.6                6,639             7.7
                       Depreciation and Amortization          52,097                40.5               38,374            44.1
                       Management Fees - Related Party         6,421                 5.0                4,345             5.0    
                                                           ---------           ---------            ---------          ------
                                                             123,383                96.0               86,188            99.2   
                                                           ---------           ---------            ---------          ------
                    Income from Operations                     5,072                 4.0                  709              .8     
                                                           ---------           ---------            ---------          ------
                    Other Income (Expense):
                       Interest Income                           138                  .1                  169              .2
                       Interest Expense                      (44,690)              (34.8)             (29,393)          (33.8)
                       Other                                      --                  --                 (378)            (.4)   
                                                           ---------           ---------            ---------          ------
                                                             (44,552)              (34.7)             (29,602)          (34.0) 
                                                           ---------           ---------            ---------          ------
                    Loss Before Benefit for Income Taxes     (39,480)              (30.7)             (28,893)          (33.2)
                    Benefit for Income Taxes                      --                                      111              .1     
                                                           ---------           ---------            ---------          ------
                    Net Loss                               $ (39,480)              (30.7)%          $ (28,782)          (33.1)%
                                                           =========           =========            =========          ======
</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 44.5% and 47.8% to $46.2 million and $128.5
million for the three and nine month periods ended September 30, 1997,
respectively, when compared to the similar periods of 1996.  These increases
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 1997 and 1996.  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.  The internal subscriber growth reflects the
success of 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 plant construction increased the coverage area of
the systems.





                                    Page 12
<PAGE>   13

Operating Expenses

Operating costs increased by 46.3% and 49.8% to $19.8 million and $55.2 million
for the three and nine months ended September 30, 1997, respectively, when
compared to the similar periods of 1996.  The majority of this increase was
related to operating costs associated with the cable television systems
acquired during 1996 and 1997.  Operating costs, as a percentage of service
revenues, have increased slightly for the three and nine months ended September
30, 1997 when compared to similar periods of 1996.  This is primarily related
to increases in programming costs, as many of the Partnership's programming
contracts had rate increases effective during the first quarter of 1997.  The
Partnership expects that programming cost increases will continue to be an
on-going issue for the next several years.

General and administrative expenses increased 36.6% and 46.1% to $3.3 million
and $9.7 million for the three and nine months ended September 30, 1997,
respectively, when compared to the similar periods of 1996.  This increase is
primarily a result of the general and administrative costs of the cable
television systems acquired during 1996 and 1997.

Depreciation and amortization increased by 32.4% and 35.8% to $18.6 million and
$52.1 million for the three and nine months ended September 30, 1997,
respectively, when compared to the similar periods of 1996.  The increase in
depreciation and amortization is a result of capital expenditures made to the
cable 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 decreased during the three and
nine months ended September 30, 1997 compared to the similar periods of 1996.
This decrease is due primarily to the increase in revenues as a result of
internal subscriber growth and retail rate increases.


Other Income/Expense

Interest expense increased by 42.3% and 52.0% to $16.0 million and $44.7
million for the three and nine months ended September 30, 1997, respectively,
when compared to the similar periods of 1996. This increase was primarily due
to the increase in the average outstanding bank debt balance between the
comparable periods, an increase in interest expense associated with issuing the
Senior Notes and the Debentures on March 28, 1996, an increase in interest
rates on the bank debt and an increase in the interest expense related to the
amortization of deferred debt costs associated with issuing the Senior Notes
(as defined herein) on March 28, 1996.


Net Loss

Net loss increased by 23.3% and 37.2% to $13.9 million and $39.5 million for
the three and nine months ended September 30, 1997, respectively, when compared
to the similar periods of 1996.  For 1997, the increases in net loss were
attributable to the increase in interest expense, offset partially by an
increase in income from operations.





                                    Page 13
<PAGE>   14


Liquidity and Capital Resources

The Partnership's growth by acquisition during 1997 and 1996 has been funded
primarily by borrowings under bank credit facilities, the proceeds of the
$146,820,000 of Senior Secured Discount Debentures (the "Debentures"), the  11
1/4% Senior Notes (the "Senior 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 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 the Partnership has been able to obtain financing on satisfactory
terms, there can be no assurance that this will continue in the future,
thereby, negatively impacting the Partnership's ability to pursue a strategy
that includes growth through acquisitions.

At September 30, 1997, the Partnership's long-term debt of $664.2 million
consisted of $135.0 million outstanding under the revolving credit and term
loan facility of CC-I, $312.0 million outstanding under the revolving credit
and term loan facility of CC-II, $92.2 million from the sale of the Debentures,
and $125.0 million of indebtedness from the sale of the Senior Notes.  The
Partnership had unused and available borrowing capacity of $15.0 million and
$53.0 million under the credit facilities of CC-I and CC-II, respectively, at
September 30, 1997.  In February 1997, the CC-II credit facility was amended to
allow for, among other things, an increase in availability to $365.0 million.
The Partnership incurred debt issuance costs of $3.4 million to amend the CC-II
credit facility.  CC-II increased the facility to complete the acquisition of
its Hickory, North Carolina system, to fund the acquisitions consummated in
April 1997 and to fund capital expenditures.

In February 1997, CC-II acquired the assets of the cable television system in
and around Hickory, North Carolina, for approximately $69.4 million, after
transaction costs and closing adjustments.  The Hickory cable television system
served approximately 35,000 basic customers who subscribed to approximately
14,700 premium subscriptions.  The Hickory acquisition was funded by borrowings
under the CC-II credit facility.

In February 1997, Charter Holdings received $30.0 million of cash contributions
as well as the contribution of the assets and related liabilities of a certain
cable television system serving areas in and around Stockbridge, Georgia (the
"Stockbridge System").  The Stockbridge System, which had an appraised value
(net of approximately $3.1 million in debt) of approximately $3.67 million, was
contributed at fair market value to Charter Southeast which, in turn,
contributed such system to CC-II.  The $30.0 million contributed to Charter
Holdings was contributed to Charter Southeast.  Charter Southeast contributed
$5.0 million to CC-I and $25.0 million to CC-II, of the $30.0 million
contributed.  Prior to consummation of such future acquisitions, the equity
contribution was used to pay down outstanding indebtedness under the credit
facilities of CC-I and CC-II.  Costs of $200,000 were incurred in connection
with the cash capital contribution.  These capital contributions resulted in an
increase in issued and outstanding limited partnership units of 336.7 units.

In April 1997, CC-I acquired the assets of a cable television system located in
Sanford, North Carolina, serving approximately 12,700 basic subscribers, for a
purchase price of approximately $20.8 million.  Also, during April 1997, CC-II
acquired the assets of certain cable television systems located in Anderson
County, South Carolina, Abbeville, South Carolina, and Lincolnton, North
Carolina.  CC-II acquired these cable television systems, which  serve
approximately 38,800 basic subscribers, for an aggregate purchase price of
approximately $68.4 million.  These acquisitions by CC-I and CC-II were funded
by availability under their respective credit facilities.  The selling entities
were affiliates of the Company.

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 maturity date.

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





                                    Page 14
<PAGE>   15

such swap or cap is recorded as 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 the three
and nine months ended September 30, 1997.

The Partnership incurred capital expenditures of approximately $52.4 million
during the nine months ended September 30, 1997, respectively, 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 $70.0 million during 1997.

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. In response to this situation, the Partnership completed
the upgrade of its existing cable television plant inside the City of Newnan to
750 MHz during December 1996, and began an aggressive marketing effort during
the first quarter of 1997 to promote its new channel offerings and other
services.  During 1997, the local power commission received a franchise for the
unincorporated county area surrounding the city.  As of September 30, 1997, the
Partnership's cable system in and around the City of Newnan served
approximately 14,900 basic subscribers, an increase of approximately 500 basic
subscribers since December 31, 1996.  However, the number of basic subscribers
within the City of Newnan has decreased by approximately 700 subscribers since
December 31, 1996, to approximately 2,800 at September 30, 1997.  The
Partnership cannot determine the impact, if any, this project by the local
power commission will have on long-term results or strategies of the
Partnership.

The Partnership has had discussions with several municipalities, counties and
utility companies in Georgia to explore the possibility of a sale and
lease-back venture whereby the Partnership would sell the cable television
distribution plant and then enter into a long-term capital lease and continue
to operate the cable system.  Pursuant to the proposals currently under
discussion, the Partnership and its venture partner would upgrade the plant to
750 MHz, allocating a portion of the spectrum to the venture partner for its
purposes.  The Partnership would expect to benefit by gaining access to
upgraded plant, obtaining lower cost financing through the venture partner and
realizing certain operating cost savings.  There is no assurance that a final
agreement will be reached with respect to any such proposals.

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 15
<PAGE>   16

Supplemental Analysis of Quarterly Operating Results

The following table sets forth certain operating results and statistics for the
three months ended September 30, 1997 compared to the three months ended
September 30, 1996.  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, 1997                        Ended September 30, 1996
                                    --------------------------------------------   ----------------------------------------
                                              (Unaudited)                                        (Unaudited)
                                      Systems            Systems                       Systems       Systems
                                    Scquired on or      Acquired                   Acquired on or    Acquired
                                    Before 7/1/96      After 7/1/96      Total     Before 7/1/96   After 7/1/96      Total
                                    --------------     ------------    ---------   --------------  ------------     ------- 
<S>                                 <C>                <C>             <C>           <C>            <C>            <C>  
Service Revenues                     $  35,467         $  10,755       $ 46,222      $ 31,978              --       $ 31,978  
                                     ---------         ---------       --------      --------        --------       --------
Operating Expenses:
    Operating costs                     15,241             4,589         19,830        13,551              --         13,551
    General and administrative           2,572               758          3,330         2,438              --          2,438
                                     ---------         ---------       --------      --------        --------       --------
                                        17,813             5,347         23,160        15,989              --         15,989
                                     ---------         ---------       --------      --------        --------       --------
EBITDA (a)                           $  17,654         $   5,408       $ 23,062      $ 15,989              --       $ 15,989
                                     ---------         ---------       --------      --------        --------       --------
EBITDA Margin (b)                         49.8%             50.3%          49.9%         50.0%             --           50.0% 
                                     ---------         ---------       --------      --------        --------       --------

Operating Statistical Data, at
 end of period:

  Monthly revenue per subscriber     $   36.29         $   34.98       $  35.97      $  33.84              --       $  33.84
  Homes passed                         483,000           165,700        648,700       467,600              --        467,600
  Basic subscribers                    325,800           102,500        428,300       315,000              --        315,000
  Basic penetration                       67.5%             61.9%          66.0%         67.4%             --           67.4%
  Premium subscriptions                174,200            40,800        215,000       145,000              --        145,000
</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)  Represents EBITDA as a percent of service revenues.





                                    Page 16
<PAGE>   17


Results of Operations - Supplemental analysis for the Quarter Ended September
       30, 1997 Versus the Quarter Ended September 30, 1996 (for Systems
       Acquired Before July 1, 1996)

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, 1997 versus the three months ended September 30,
1996.  Specifically, the comparable analysis includes the results of operations
for the eight acquisitions completed between April 1994 and March 1996 - see
Significant Transactions for a complete listing of all acquisitions by the
Company.

Service revenues increased by $3.5 million or 10.9% when comparing the revenues
for the quarter ended September 30, 1997 to the results for the comparable
systems for the quarter ended September 30, 1996.  This increase is due to a
net gain of approximately 10,800 or 3.4% for basic subscribers between quarters
and to retail rate increases implemented in certain of the Partnership's
systems.  In addition, the Partnership has increased its ratio of premium
subscriptions to basic subscribers from .46 to 1.00 to .53 to 1.00 as a result
of marketing multiple premium subscriptions in a packaged format at a
discounted retail rate.

Operating expenses increased approximately $1.8 million or 11.4% when comparing
the operating expenses for the quarter ended September 30, 1997 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 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 $1.7 million or 10.4% when comparing the operating cash flow for
the quarter ended September 30, 1997 to the results for the comparable systems
for the quarter ended September 30, 1996.  EBITDA margin decreased from 50.0%
to 49.8% when comparing the similar periods, primarily as a result of the
increase in programming costs.





                                    Page 17
<PAGE>   18

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

     A.  Exhibits:

         27   Financial Data Schedule

     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 SEPTEMBER 30, 1997

                                   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 Southeast
                                         Holdings Properties, Inc..
                                         its General Partner


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


By:  /s/Jerald L. Kent                           November 13, 1997
     -----------------------
     Jerald L. Kent
     President and
     Chief Executive Officer


By:  /s/Kent D. Kalkwarf                         November 13, 1997
     -----------------------
     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                           November 13, 1997
     --------------------------
     Jerald L. Kent
     President and 
     Chief Executive Officer


By:  /s/Kent D. Kalkwarf                         November 13, 1997
     --------------------------
     Kent D. Kalkwarf
     Senior Vice President and
     Chief Financial Officer




                                   Page 19