<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-Q/A

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                       COMMISSION FILE NUMBERS: 333-77637
                                                333-77637-01


                        BRESNAN COMMUNICATIONS GROUP LLC
                           BRESNAN CAPITAL CORPORATION
           (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

            DELAWARE                                           38-2558446
            DELAWARE                                           13-3887244
  (State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                         Identification Number)

                             709 WESTCHESTER AVENUE
                          WHITE PLAINS, NEW YORK 10604
                       (Address of Registrants' Principal
                     Executive Offices, including zip code)

                                 (914) 993-6600
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Security and 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

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Bresnan Communications Group LLC    Not Applicable
Bresnan Capital Corporation         100 shares

<PAGE>   2
                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                  PAGE

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


Bresnan Communications Group LLC
Unaudited Consolidated Financial Statements
<S>                                                                                                                <C>
Consolidated Balance Sheet as at December 31, 1998 and June 30,1999..................................................3
Consolidated Statement of Operations and Member's Equity (Deficit) for the three months
ended June 30, 1998 and 1999 and the six months ended June 30, 1998 and 1999.........................................4
Consolidated Statement of Cash Flows for the six months ended June 30, 1998 and 1999.................................5
Notes to Consolidated Financial Statements ..........................................................................6

Bresnan Capital Corporation
Balance Sheets as at December 31, 1998 and June 30,1999.............................................................12
Note to Balance Sheets..............................................................................................13

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations......................14

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.................................................23

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings - Not Applicable

Item 2.  Changes in Securities and Use of Proceeds - Not Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable

Item 5.  Other Information - Not Applicable

Item 6.  Exhibits and Reports on Form 8-K...........................................................................24
</TABLE>


<PAGE>   3
ITEM 1.  FINANCIAL STATEMENTS

                                            BRESNAN COMMUNICATIONS GROUP LLC

                                               CONSOLIDATED BALANCE SHEETS
                                                       (UNAUDITED)
                                                     (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                             DECEMBER 31,     JUNE 30,
                                                                 1998           1999
                                                              ---------       ---------
                        ASSETS
<S>                                                           <C>             <C>
Cash and cash equivalents .............................       $   6,636       $   2,488
Restricted cash .......................................          47,199             338
Trade and other receivables, net ......................           8,874           8,917
Property and equipment, at cost:
  Land and buildings ..................................           4,123           6,708
  Distribution systems ................................         443,114         469,677
  Support equipment ...................................          50,178          56,651
                                                              ---------       ---------
                                                                497,415         533,036
  Less accumulated depreciation .......................         190,752         202,160
                                                              ---------       ---------
                                                                306,663         330,876
Franchise costs, net ..................................         291,103         324,990
Other assets, net of accumulated amortization .........           3,961          23,515
                                                              ---------       ---------
       Total assets ...................................       $ 664,436       $ 691,124
                                                              =========       =========

      LIABILITIES AND MEMBER'S EQUITY (DEFICIT)
Accounts payable ......................................       $   3,193       $   5,442
Accrued expenses ......................................          13,395          20,503
Accrued interest ......................................          21,835          17,573
Due to affiliated companies ...........................              --           3,698
Debt ..................................................         232,617         846,364
Other liabilities .....................................          11,648           6,015
                                                              ---------       ---------
       Total liabilities ..............................         282,688         899,595
Member's equity (deficit) .............................         381,748        (208,471)
                                                              ---------       ---------
Commitments and contingencies (note 5)
       Total liabilities and member's equity (deficit)        $ 664,436       $ 691,124
                                                              =========       =========
</TABLE>



          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>   4
                        BRESNAN COMMUNICATIONS GROUP LLC

       CONSOLIDATED STATEMENTS OF OPERATIONS AND MEMBER'S EQUITY (DEFICIT)
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                              THREE MONTHS                      SIX MONTHS
                                                              ENDED JUNE 30,                    ENDED JUNE 30,
                                                              --------------                    --------------
                                                          1998             1999             1998             1999
                                                        ---------        ---------        ---------        ---------
<S>                                                     <C>              <C>              <C>              <C>
Revenue .........................................       $  63,990        $  69,996        $ 126,453        $ 137,291
Operating costs and expenses:
  Programming (note 4) ..........................          15,707           18,004           31,198           35,752
  Operating .....................................           6,067            8,159           14,382           15,698
  Selling, general and administrative (note 4) ..          14,072           17,086           25,863           32,806
  Depreciation and amortization .................          13,661           12,366           26,441           26,035
                                                        ---------        ---------        ---------        ---------
                                                           49,507           55,615           97,884          110,291
                                                        ---------        ---------        ---------        ---------
       Operating income .........................          14,483           14,381           28,569           27,000
Other income (expense):
  Interest expense:
     Related party (note 4) .....................            (474)              --             (944)            (152)
     Other ......................................          (4,192)         (17,395)          (8,484)         (31,789)
  Gain (loss) on sale of cable television systems            (141)              11            6,869             (170)
  Other, net ....................................              45             (355)              (9)            (437)
                                                        ---------        ---------        ---------        ---------
                                                           (4,762)         (17,739)          (2,568)         (32,548)
                                                        ---------        ---------        ---------        ---------
       Net earnings (loss) ......................           9,721           (3,358)          26,001           (5,548)
Member's equity (deficit)
  Beginning of period ...........................         363,697         (210,349)         359,098          381,748
  Operating expense allocations and charges .....         117,726           18,347          134,079           35,850
  Cash transfers, net ...........................         (30,759)              --          (58,793)              --
  Capital contributions by members ..............              --               --               --          136,500
  Capital distributions to members ..............              --          (13,111)              --         (757,021)
                                                        ---------        ---------        ---------        ---------
  End of period .................................       $ 360,385        $(208,471)       $ 360,385        $(208,471)
                                                        =========        =========        =========        =========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   5
                        BRESNAN COMMUNICATIONS GROUP LLC

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1998 AND 1999
                                   (UNAUDITED)
                                 (IN THOUSANDS)





<TABLE>
<CAPTION>
                                                                            1998             1999
                                                                          ---------        ---------
Cash flows from operating activities:
<S>                                                                       <C>              <C>
  Net earnings (loss) .............................................       $  26,001        $  (5,548)
  Adjustments to reconcile net earnings to net cash provided
     by operating activities:
     Depreciation and amortization ................................          26,441           26,035
     Loss (gain) on sale of cable systems .........................          (6,869)             169
     Amortization of deferred financing costs .....................              --            2,746
     Changes in operating assets and liabilities, net of effects of
      acquisitions:
      Change in receivables .......................................           3,152           (5,766)
      Change in other assets ......................................             284           (3,858)
      Change in accounts payable, accrued expenses and
        other liabilities .........................................          (1,194)           9,223
                                                                          ---------        ---------
         Net cash provided by operating activities ................          47,815           23,001
                                                                          ---------        ---------
Cash flows from investing activities:
  Capital expended for property and equipment .....................         (17,236)         (22,827)
  Capital expended for franchise costs ............................          (3,534)            (811)
  Cash paid in acquisitions .......................................         (16,500)         (64,763)
  Proceeds on dispositions of cable televisions systems ...........          12,000            4,097
  Change in restricted cash .......................................         (12,000)          46,861
                                                                          ---------        ---------
          Net cash used in investing activities ...................         (37,270)         (37,443)
                                                                          ---------        ---------
Cash flows from financing activities:
  Borrowings under note agreement .................................          33,400          867,751
  Repayments under note agreement .................................         (15,301)        (254,004)
  Deferred finance costs paid .....................................              --          (18,781)
  Contributions from members ......................................              --          136,500
  Distributions to members ........................................         (24,764)        (721,172)
                                                                          ---------        ---------
          Net cash provided by financing activities ...............          (6,665)          10,294
                                                                          ---------        ---------
          Net increase (decrease) in cash .........................           3,880           (4,148)
Cash and cash equivalents:
  Beginning of period .............................................           6,957            6,636
                                                                          ---------        ---------
  End of period ...................................................       $  10,837        $   2,488
                                                                          =========        =========
Supplemental disclosure of cash flow information -- cash
  paid during the period for interest .............................       $   8,895        $  33,457
                                                                          =========        =========
</TABLE>




          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>   6
                        BRESNAN COMMUNICATIONS GROUP LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)
                                 (IN THOUSANDS)

(1) BASIS OF PRESENTATION

    Bresnan Communications Group LLC and its subsidiaries ("BCG" or the
"Company") are wholly owned by Bresnan Communications Company Limited
Partnership, a Michigan limited partnership ("BCCLP"). BCG is a Delaware limited
liability corporation formed on August 5, 1998 for the purpose of acting as
co-issuer with its wholly-owned subsidiary, Bresnan Capital Corporation ("BCC"),
of $170,000 aggregate principal amount at maturity of 8% Senior Notes and
$275,000 aggregate principal amount at maturity of 9.25% Senior Discount Notes,
both due in 2009 (collectively the "Notes"). Prior to the issuance of the Notes
on February 2, 1999, BCCLP completed the terms of a contribution agreement dated
June 3, 1998, as amended, whereby certain affiliates of Tele-Communications,
Inc. ("TCI") contributed certain cable television systems along with assumed TCI
debt of approximately $708,854 to BCCLP. In addition, Blackstone BC Capital
Partners L.P. and affiliates contributed $136,500 to BCCLP. Upon completion of
the Notes offering on February 2, 1999 BCCLP contributed all of its assets and
liabilities to BCG, which formed a wholly owned subsidiary, Bresnan
Telecommunications Company LLC ("BTC"), into which it contributed all of its
assets and certain liabilities. The above noted contributed assets and
liabilities were accounted for at predecessor cost, as reflected in Bresnan
Communication Group Systems financial statements, because of the common
ownership and control of TCI and have been reflected in the accompanying
financial statements in a manner similar to pooling of interests.

    The Company owns and operates cable television systems in small- and
medium-sized communities in the midwestern United States.

    The accompanying interim consolidated financial statements are unaudited
but, in the opinion of management, reflect all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation of the results of such
periods. The results of operations for the period ended June 30, 1999 are not
necessarily indicative of results for a full year. These consolidated financial
statements should be read in conjunction with the combined financial statements
and notes thereto of the predecessor to the Company contained in the Bresnan
Communications Group Systems financial statements for the year ended December
31, 1998.

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

(2) ACQUISITIONS AND DISPOSITIONS

    In February 1998, the Company acquired certain cable television assets
located in Michigan which were accounted for under the purchase method. The
purchase price was allocated to the cable television assets acquired in relation
to their fair values as increase in property and equipment of $3,703 and
franchise costs of $12,797. In addition, the Company acquired two additional
systems in the first quarter of 1999 which were accounted for under the purchase
method. The purchase prices were allocated to the cable television assets
acquired in relation to their estimated fair values as increases in property and
equipment of $22,200 and franchise costs of $44,600.

    The results of operations of these cable television systems have been
included in the accompanying consolidated statements of operations from their
dates of acquisition. Pro forma information has not been presented because the
effect was not significant.




                                       6
<PAGE>   7
                        BRESNAN COMMUNICATIONS GROUP LLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)
                                 (IN THOUSANDS)


    The Company also disposed of cable television systems during 1998 and 1999
for gross proceeds of $12,000 and $4,400 respectively, resulting in a gain
(loss) on sale of cable television systems of $6,869 and $(170) for 1998 and
1999, respectively. The results of operations of these cable television systems
through the dates of the dispositions and the gain (loss) from the dispositions
have been included in the accompanying consolidated statements of operations. As
part these dispositions, the Company received cash that is restricted to
reinvestment in additional cable television systems.

(3) DEBT

        Debt is summarized as follows:


<TABLE>
<CAPTION>
                                    JUNE 30, 1999
                                    -------------
<S>                                 <C>
Senior Credit Facility(a) ......       $500,000
Senior Notes Payable(b) ........        170,000
Senior Discount Notes Payable(b)        175,021
Other Debt .....................          1,343
                                       --------
                                       $846,364
                                       ========
</TABLE>

----------

(a)     The Senior Credit Facility represents borrowings under a $650,000 senior
        reducing revolving credit and term loan facility as documented in the
        loan agreement as of February 2, 1999. The Senior Credit Facility calls
        for a current available commitment of $650,000 of which $500,000 is
        outstanding at June 30, 1999. The Senior Credit Facility provides for
        three tranches, a revolving loan tranche for $150,000 (the "Revolving
        Loan"), a term loan tranche of $328,000 (the "A Term Loan" and together
        with the Revolving Loan, "Facility A") and a term loan tranche of
        $172,000 (the "Facility B").

        The commitments under the Senior Credit Facility will reduce commencing
        with the quarter ending March 31, 2002. Facility A permanently reduces
        in quarterly amounts ranging from 2.5% to 7.5% of the Facility A amount
        starting March 31, 2002 and matures approximately eight and one half
        years after February 2, 1999. Facility B is also to be repaid in
        quarterly installments of .25% of the Facility B amount beginning in
        March 2002 and matures approximately nine years after February 2, 1999,
        on which date all remaining amounts of Facility B will be due and
        payable. Additional reductions of the Senior Credit Facility will also
        be required upon certain asset sales, subject to the right of the
        Company and its subsidiaries to reinvest asset sale proceeds under
        certain circumstances. The interest rate options include a LIBOR option
        and a Prime Rate option plus applicable margin rates based on the
        Company's total leverage ratio, as defined. In addition, the Company is
        required to pay a commitment fee on the unused revolver portion of
        Facility A which will accrue at a rate ranging from .25% to .375% per
        annum, depending on the Company's total leverage ratio, as defined.




                                       7
<PAGE>   8
                        BRESNAN COMMUNICATIONS GROUP LLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)
                                 (IN THOUSANDS)


         The rate applicable to balances outstanding at June 30, 1999 ranged
         from 7.00% to 7.85%. Covenants of the Senior Credit Facility require,
         among other conditions, the maintenance of specific levels of the ratio
         of cash flows to future debt and interest expense and certain
         limitations on additional investments, indebtedness, capital
         expenditures, asset sales and affiliate transactions.

(b)      On February 2, 1999, the Company sold $170,000 aggregate principal
         amount senior notes payable (the "Senior Notes"). In addition, on the
         same date, the Company issued $275,000 aggregate principal amount at
         maturity of senior discount notes, (the "Senior Discount Notes") for
         approximately $175,000 gross proceeds (collectively the "Notes").

         The Senior Notes are unsecured and will mature on February 1, 2009. The
         Senior Notes bear interest at 8% per annum payable semi-annually on
         February 1 and August 1 of each year, commencing August 1, 1999.

         The Senior Discount Notes are unsecured and will mature on February 1,
         2009. The Senior Discount Notes were issued at a discount to their
         aggregate principal amount at maturity and will accrete at a rate of
         approximately 9.25% per annum, compounded semi-annually, to an
         aggregate principal amount of $275,000 on February 1, 2004. Subsequent
         to February 1, 2004, the Senior Discount Notes will bear interest at a
         rate of 9.25% per annum payable semi-annually in arrears on February 1
         and August 1 of each year, commencing August 1, 2004.

         The Company may elect, upon not less than 60 days prior notice, to
         commence the accrual of interest on all outstanding Senior Discount
         Notes on or after February 1, 2002, in which case the outstanding
         principal amount at maturity of each Senior Discount Note will on such
         commencement date be reduced to the accreted value of such Senior
         Discount Note as of such date and interest shall be payable with
         respect to the Senior Discount Notes on each February and August 1
         thereafter.

         The Company may not redeem the Notes prior to February 1, 2004 except
         that prior to February 1, 2002, the Company may redeem up to 35% of the
         Senior Notes and Senior Discount Notes at redemption prices equal to
         108% and 109% of the applicable principal amount and accreted value,
         respectively. Subsequent to February 1, 2004, the Company may redeem
         the Notes at redemption prices declining annually from approximately
         104% of the principal amount or accreted value.

         Bresnan Communications Group LLC and its wholly owned subsidiary
         Bresnan Capital Corporation are the sole obligors of the Senior Notes
         and Senior Discount Notes. Bresnan Communications Group LLC has no
         other assets or liabilities other than its investment in its wholly
         owned subsidiary Bresnan Telecommunications Company LLC. Bresnan
         Capital Corporation has no other assets or liabilities.

         Upon change of control of the Company, the holders of the notes have
         the right to require the Company to purchase the outstanding notes at a
         price equal to 101% of the principal amount or accreted value plus
         accrued and unpaid interest. (See note 6 "Proposed Sale of the
         Company").



                                       8
<PAGE>   9
                        BRESNAN COMMUNICATIONS GROUP LLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)
                                 (IN THOUSANDS)

         BTC has entered into interest rate swap agreements to effectively fix
         or set maximum interest rates on a portion of its floating rate
         long-term debt. BTC is exposed to credit loss in the event of
         nonperformance by the counterparties to the interest rate swap
         agreements.


         At June 30, 1999, such Interest Rate Swap agreements effectively fixed
         or set a maximum LIBOR base interest rates between 5.84% and 8.08% on
         an aggregate notional principal amount of $110,000 which rates would
         become effective upon the occurrence of certain events. The effect of
         the Interest Rate Swap on interest expense for the six months ended
         June 30, 1998 and 1999 was not significant. The expiration dates of the
         Interest Rate Swaps ranges from August 25, 1999 to April 3, 2000. The
         difference between the fair market value and book value of long-term
         debt and the Interest Rate Swaps at June 30, 1998 and 1999 is not
         significant.

(4) TRANSACTIONS WITH RELATED PARTIES

         BCG and its predecessor purchased, at TCI's cost, substantially all of
its pay television and other programming from affiliates of TCI. Charges for
such programming were $28,118 and $30,810 for the six months ended June 30, 1998
and 1999, respectively, and are included in programming expenses in the
accompanying consolidated financial statements.

         Prior to February 2, 1999, certain affiliates of the predecessor to BCG
provided administrative services to BCG and assumed managerial responsibility of
BCG's cable television system operations and construction. As compensation for
these services, BCG paid a monthly fee calculated pursuant to certain agreed
upon formulas. Subsequent to the TCI Transaction on February 2, 1999, certain
affiliates of BCG provide administrative services and have assumed managerial
responsibilities of BCG. As compensation for these services BCG pays a monthly
fee equal to approximately 3% of gross revenues. Such aggregate charges totaled
$5,961 and $5,040 and have been included in selling, general and administrative
expenses for the six months ended June 30, 1998 and 1999, respectively.


(5) COMMITMENTS AND CONTINGENCIES

         The Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act") imposed certain rate regulations on the cable television
industry. Under the 1992 Cable Act, all cable systems are subject to rate
regulation, unless they face "effective competition," as defined by the 1992
Cable Act and expanded in the Telecommunications Act of 1996 (the "1996 Act"),
in their local franchise area.

         Although the Federal Communications Commission (the "FCC") has
established regulations required by the 1992 Cable Act, local government units
(commonly referred to as local franchising authorities) are primarily
responsible for administering the regulation of a cable system's basic service
tier ("BST"). The FCC itself directly administered rate regulation of any cable
programming service tier ("CPST"). The FCC's authority to regulate CPST rates
expired on March 31, 1999. The FCC has taken the position that it will still
adjudicate CPST complaints filed after this sunset date (but no later than 180
days after the last CPST rate increase imposed prior to March 31, 1999), and
will strictly limit its review (and possible refund orders) to the time period
predating the sunset date.


                                       9
<PAGE>   10
                        BRESNAN COMMUNICATIONS GROUP LLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)
                                 (IN THOUSANDS)



         Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price structure that allows for the recovery
of inflation and certain associated costs, as well as providing some incentive
for expanding channel carriage. Operators also have the opportunity to bypass
this "benchmark" regulatory structure in favor of the traditional
"cost-of-service" regulation in cases where the latter methodology appears
favorable. Premium cable service offered on a per-channel or per-program basis
remain unregulated, as do affirmatively marketed packages consisting entirely of
new programming product.

         The management of BCG believes that it has complied in all material
respects with the provisions of the 1992 Cable Act and the 1996 Act, including
its rate setting provisions. If, as a result of the review process, a system
cannot substantiate its rates, it could be required to retroactively reduce its
rates to the appropriate benchmark and refund the excess portion of rates
received. Any refunds of the excess portion of CPST rates would be retroactive
to the date of complaint. Any refunds of the excess portion of BST or equipment
rates would be retroactive to one year prior to the implementation of the rate
reductions.

         Certain plaintiffs have filed or threatened separate class action
complaints against certain of the systems of BCG, alleging that the systems'
practice of assessing an administrative fee to the subscribers whose payments
are delinquent constitutes an invalid liquidated damage provision and a breach
of contract, and violates local consumer protection statutes. Plaintiffs seek
recovery of all late fees paid to the subject systems as a class purporting to
consist of all subscribers who were assessed such fees during the applicable
limitation period, plus attorney fees and costs.

         BCG has contingent liabilities related to legal proceedings and other
matters arising in the ordinary course of business. Although it is possible that
BCG may incur losses upon conclusion of the matters referred to above, an
estimate of any loss or range of loss cannot presently be made. Based upon the
facts available, management believes that, although no assurance can be given as
to the outcome of these actions, the ultimate disposition should not have
material adverse effect upon the combined financial condition of BCG.

         BCG leases business offices, has entered into pole attachment
agreements and uses certain equipment under lease arrangements. Rental expense
under such arrangements amounted to $1,582 and $1,691 during the six months
ended June 30, 1998 and 1999, respectively.

         Future minimum lease payments under noncancelable operating leases are
estimated to approximate $2,240 per year for each of the next five years.

         It is expected that, in the normal course of business, expiring leases
will be renewed or replaced by leases on the same or other properties.





                                       10
<PAGE>   11
                        BRESNAN COMMUNICATIONS GROUP LLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)
                                 (IN THOUSANDS)


         During 1999, BCG has continued enterprise-wide comprehensive efforts to
assess and remediate its respective computer systems and related software and
equipment to ensure such systems, software and equipment recognize, process and
store information in the year 2000 and thereafter. Such year 2000 remediation
efforts include an assessment of its most critical systems, such as customer
service and billing systems, headends and other cable plant, business support
operations, and other equipment and facilities. BCG also continued its efforts
to verify the year 2000 readiness of its significant suppliers and vendors and
continued to communicate with significant business partners and affiliates to
assess affiliates' year 2000 status.

         BCG has formed a year 2000 program management team to organize and
manage its year 2000 remediation efforts. The program management team is
responsible for overseeing, coordinating and reporting on its respective year
2000 remediation efforts.

         During 1999, the project management team continued its surveys of
significant third-party vendors and suppliers whose systems, services or
products are important to its operations (e.g., suppliers of addressable
controllers and set-top boxes, and the provider of billing services). BCG has
instituted a verification process to determine the vendors' year 2000 readiness.
Such verification includes, as deemed necessary, reviewing vendors' test and
other data and engaging in regular conferences with vendors' year 2000 teams.
BCG is also requiring testing to validate the year 2000 compliance of certain
critical products and services. The year 2000 readiness of such providers is
critical to continued provision of cable service.

         The failure to correct a material year 2000 problem could result in an
interruption or failure of certain important business operations. There can be
no assurance that the systems of BCG or the systems of other companies on which
they rely will be converted in time, or that any such failure to convert by BCG
or other companies will not have a material adverse effect on the financial
position, results of operations or cash flows of BCG.

(6) PROPOSED SALE OF THE COMPANY

         In June 1999, the Partners of BCCLP entered into an agreement to sell
all of their partnership interests in BCCLP to Charter Communications Holding
Company, LLC for a purchase price of approximately $3.1 billion in cash and
equity which will be reduced by the assumption of BCCLP's debt at closing. BCCLP
anticipates that this transaction will close in the first half of 2000.





                                       11
<PAGE>   12

                                               BRESNAN CAPITAL CORPORATION

                                                     BALANCE SHEETS
                                                       (UNAUDITED)

<TABLE>
<CAPTION>
                                                    DECEMBER 31,          JUNE 30,
                                                       1998                 1999
                                                    -----------          -----------
                    ASSETS

<S>                                                 <C>                  <C>
Cash and cash equivalents .........                 $         1          $         1
                                                    -----------          -----------
                                                    $         1          $         1
                                                    ===========          ===========
                LIABILITIES AND
             STOCKHOLDER'S EQUITY

Stockholder's equity ..............                 $         1          $         1
                                                    -----------          -----------
  Common stock, $.01 par value. 100
      shares authorized, issued and
      outstanding .................                 $         1          $         1
                                                    ===========          ===========
</TABLE>

See accompanying note.



                                       12
<PAGE>   13
                           BRESNAN CAPITAL CORPORATION

                       NOTE TO CONSOLIDATED BALANCE SHEETS
                                  JUNE 30, 1999
                                   (UNAUDITED)


(1)  ORGANIZATION

          Bresnan Capital Corporation, a wholly-owned subsidiary of Bresnan
          Communications Group LLC (BCG), was incorporated in the state of
          Delaware on April 25, 1996 for the sole purpose of acting as a
          co-issuer with BCG of $170,000,000 aggregate principal amount of
          senior notes and $275,000,000 aggregate principal amount of senior
          discount notes.

The above notes were issued on February 2, 1999 with all proceeds received by
BCG.




                                       13
<PAGE>   14
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

GENERAL

    On June 3, 1998, Blackstone BC Capital Partners L.P., Bresnan Communications
Company Limited Partnership, William J. Bresnan and certain of his affiliates,
TCID of Michigan, Inc. and certain TCI affiliates entered into a contribution
agreement. Under that agreement, on February 2, 1999, certain affiliates of TCI
transferred several cable systems to us. The combined financial statements of
Bresnan Communications Group Systems are the combination of the financial
statements of Bresnan Communications Company and the cable systems transferred
to us by certain affiliates of TCI. Before certain affiliates of TCI transferred
to us several of their cable systems, Bresnan Communications Company and the
affiliates of TCI which contributed cable systems to us, were under the common
ownership and control of TCI and its affiliates. Based on such common ownership
and control, the financial statements are presented at historical cost on a
combined basis. The following discussion relates to the combined financial
statements of Bresnan Communications Group Systems (for period prior February 2,
1999) and Bresnan Communications Group LLC (for the period thereafter).

    Revenue.  Substantially all of our revenue is earned from:

-    subscriber fees for cable television programming services;

-    the sale of advertising;

-    commissions for products sold through home shopping networks, fees for
     ancillary services, such as the rental of converters and remote control
     devices and installations; and

-    fees for high-speed Internet service and other data services.

    The operation of our cable television systems is regulated at the federal,
state and local levels. Under federal law, certain services are regulated if the
appropriate franchise authority is certified by the FCC to regulate rates. Until
March 31, 1999, rates for the cable programming service tier were also subject
to regulation.

    The following table sets forth for the periods indicated the percentage of
our total revenue attributable to the sources indicated:

<TABLE>
<CAPTION>

                                                             Six Months Ended,
                                                             1998         1999
<S>                                                          <C>         <C>
Basic and preferred basic............................        76.4%        76.4%
Premium..............................................         9.7%         8.2%
Other................................................        13.9%        15.4%
                                                             ----         ----
    Total revenue....................................       100.0%       100.0%
                                                            =====        =====
</TABLE>






                                       14
<PAGE>   15
Operating Costs and Expenses. Our operating costs and expenses consist of:

-    programming expenses;

-    operating costs;

-    selling, general and administrative expenses; and

-    depreciation and amortization expense.


         Our programming expenses have historically increased at rates in excess
of inflation due to system acquisitions, and increases in the number, quality
and cost of programming services we offered. Operating costs primarily include
expenses related to wages and employee benefits of technical personnel,
electricity, systems supplies and vehicles.

     Selling, general and administrative expenses include:

-    wages and employee benefits of customer service;

-    accounting and administrative personnel;

-    franchise fees;

-    marketing and advertising costs; and

-    expenses related to billing, payment processing, office administration and
     corporate overhead.

Depreciation and amortization expense relates to the depreciation of our
tangible assets and the amortization of our franchise costs.



Three Months Ended June 30, 1999 Compared with Three Months Ended June 30, 1998

         Revenue increased $6.0 million or 9.4% to $70.0 million for the three
months ended June 30, 1999 as compared to the same period in 1998, primarily as
a result of basic and preferred basic tier rate increases, acquisitions and, to
a lesser extent, growth in advertising, equipment rental and pay-per-view
revenue. The basic and preferred basic tier rate increases included (1) amounts
to cover our increase in programming costs and (2) regulated rate increases.
This increase in revenue was partially offset by a decrease in revenue from
premium services of $.6 million or 9.3% to $5.7 million due to a decrease in
customers subscribing to such services resulting from changes in marketing of
the premium services and the need, in certain instances, for customers to use a
converter to receive these services.

         Advertising and home shopping revenue grew by $1.1 million or 26.9% to
$5.2 million due to an increase in customer buy rates and additional advertising
insertion.

         Operating costs and expenses increased $6.1 million or 12.3% to $55.6
million for the three months ended June 30, 1999 as compared to the same period
in 1998. In the three months ended June 30, 1999,


                                       15
<PAGE>   16
programming expense increased $2.3 million or 14.6% to $18.0 million, operating
expense increased $2.1 million or 34.5% to $8.2 million and selling, general and
administrative expense increased $3.0 million or 21.4% to $17.1 million, in each
case as compared to the same period in 1998.

         The increase in programming expense was caused by increases in rates
charged by programming suppliers, including substantial increases in rates
relating to sports programming and the offering of new channels to our
customers. Management anticipates that our programming costs will continue to
increase in future periods.

         The increase in operating expense was primarily related to increases in
insurance, taxes and supplies relating to merging the contributed TCI systems
with the operations of Bresnan Communications Company. This increase in
operating costs was partially offset by increases in capitalized labor and
overhead resulting primarily from increased installation and construction
activities. Selling, general and administrative expense increased due to
additional corporate overhead charges, marketing expenses, advertising expenses
and costs related to the reorganization. All other variable expenses increased
as a result of an increase in the number of subscribers served.

         Depreciation and amortization decreased $1.3 million or 9.5% to $12.4
million for the three months ended June 30, 1999 as compared to the same period
in 1998.

         Interest expense increased $12.7 million or 272.8% to $17.4 million for
the three months ended June 30, 1999 as compared to the same period in 1998 as a
result of the financings completed in February 1999.

         Operating income and net earnings decreased $.1 million or .7% to $14.4
million and $27.2 million or 141.1% to a loss of $3.4 million, respectively, for
the three months ended June 30, 1999 as compared to the same period in 1998.


         EBITDA decreased $1.4 million or 5.0% to $26.7 million for the three
months ended June 30, 1999 as compared to the same period in 1998 as a result of
increases in programming expenses and selling, general and administrative
expense. We believe 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. In addition, our credit facility and the indenture which governs the
notes contain certain covenants in which compliance is measured by computations
substantially similar to those used in determining EBITDA. There are no legal
restrictions on the use of EBITDA, other than those contained in our credit
facility and indenture. Management expects that EBITDA will be used to satisfy
working capital, debt service and capital expenditure requirements and other
commitments and contingencies. EBITDA margin decreased from 44.0% to 38.2%,
primarily as a result of expenses increasing at a rate greater than revenue.

Six Months Ended June 30, 1999 Compared with Six Months Ended June 30, 1998

         Revenue increased $10.8 million or 8.6% to $137.3 million for the six
months ended June 30, 1999 as compared to the same period in 1998, primarily as
a result of basic and preferred basic tier rate increases, acquisitions and, to
a lesser extent, growth in advertising, equipment rental and pay-per-view
revenue. The basic and preferred basic tier rate increases included (1) amounts
to cover our increase in programming costs and (2) regulated rate increases.
This increase in revenue was partially offset by a decrease in revenue from
premium services of $1.1 million or 8.9% to $11.3 million due to a decrease in
customers subscribing to such services resulting from changes in marketing of
the premium services and the need, in certain instances, for customers to use a
converter to receive these services.

                                       16
<PAGE>   17
         Advertising and home shopping revenue grew by $1.7 million or 22.3% to
$9.5 million due to an increase in customer buy rates and additional advertising
insertion.

         Operating costs and expenses increased $12.4 million or 12.7% to $110.3
million for the six months ended June 30, 1999 as compared to the same period in
1998. In the six months ended June 30, 1999, programming expense increased $4.6
million or 14.6% to $35.8 million, operating expense increased $1.3 million or
9.2% to $15.7 million and selling, general and administrative expense increased
$6.9 million or 26.9% to $32.8 million, in each case as compared to the same
period in 1998.

         The increase in programming expense was caused by increases in rates
charged by programming suppliers, including substantial increases in rates
relating to sports programming and the offering of new channels to our
customers. Management anticipates that our programming costs will continue to
increase in future periods.

         The increase in operating expense was primarily related to increases in
insurance, taxes and supplies relating to merging the contributed TCI systems
with the operations of Bresnan Communications Company. This increase in
operating costs was partially offset by increases in capitalized labor and
overhead resulting primarily from increased installation and construction
activities. Selling, general and administrative expense increased due to
additional corporate overhead charges, marketing expenses, advertising expenses
and costs related to the reorganization.

         Marketing and advertising expense increased $2.5 million to $8.4
million for the six months ended June 30, 1999 as compared to the same period in
1998, as we increased our marketing efforts upon completion of the contribution
agreement, described above, on February 2, 1999. All other variable expenses
increased as a result of an increase in the number of subscribers served.

         Depreciation and amortization decreased $0.4 million or 1.5% to $26.0
million for the six months ended June 30, 1999 as compared to the same period in
1998.

         Interest expense increased $22.5 million or 238.8% to $31.9 million for
the six months ended June 30, 1999 as compared to the same period in 1998 as a
result of the financings completed during this period.

         Operating income and net earnings decreased $1.6 million or 5.5% to
$27.0 million and $31.5 million or 121.3% to a loss of $5.5 million,
respectively, for the six months ended June 30, 1999 as compared to the same
period in 1998.

         EBITDA decreased $2.0 million or 3.6% to $53.0 million for the six
months ended June 30, 1999 as compared to the same period in 1998 as a result of
increases in programming expenses and selling, general and administrative
expense. EBITDA margin decreased from 43.5% to 38.6%, primarily as a result of
expenses increasing at a rate greater than revenue.

LIQUIDITY AND CAPITAL RESOURCES

         During the six months ended June 30, 1999, we made capital expenditures
of $22.8 million as we continued to upgrade the cable systems transferred to us
by certain affiliates of TCI and as we continued rolling out digital cable and
advanced analog cable services to both our existing systems and the cable
systems transferred to us by certain affiliates of TCI. Our business requires
substantial cash for operations and capital


                                       17
<PAGE>   18
expenditures. In addition, we have followed a strategy of expansion through
selective acquisitions of cable television systems. To date, cash requirements
have been funded by cash flow from operating activities and by borrowings and
the financings which occurred on February 2, 1999.

     As part of our capital investment program, we plan to invest, over the next
three years,

     (1)  approximately $82.9 million to upgrade system architecture and
          capacity primarily in the cable systems contributed to us by TCI
          affiliates, complete return activations and deploy additional fiber
          and

     (2)  approximately $38.8 million to interconnect certain of our systems.

     We have budgeted approximately $124.7 million for capital expenditures in
1999. Our capital expenditures are expected to consist of the following:

     (1)  approximately $68.6 million to upgrade system architecture and
          capacity primarily in our systems transferred to us by TCI affiliates,
          complete return activations, deploy additional fiber and to
          interconnect certain of our systems,

     (2)  approximately $14.7 million to purchase digital and advanced analog
          addressable converters,

     (3)  approximately $7.8 million to launch high-speed Internet access and
          other data and telephony services, and

     (4)  approximately $33.6 million for ongoing replacement and other capital
          expenditures.

     We expect to fund these expenditures through cash flow from operations and
additional borrowings under our credit facility.

     Cash provided by operating activities was $23.0 million for the six months
ended June 30, 1999, a decrease of $24.8 million from the same period in 1998.
This decrease was primarily a result of increased debt servicing costs
associated with the financing of our transactions with TCI.

     As part of our transactions with certain affiliates of TCI, we became
liable for debt assumed from TCI's affiliates in an aggregate amount of $708.9
million. The net proceeds from the financings related to the transfer of cable
systems from certain affiliates of TCI to us and the cash contribution from
Blackstone were used to pay amounts outstanding under Bresnan Communications
Company's credit facility, the promissory note in favor of certain affiliates of
TCI and debt assumed from TCI's affiliates. We will also be making cash
distributions to William J. Bresnan and his affiliates and TCI and its
affiliates upon finalizing the working capital adjustment under the terms of the
contribution agreement. As of June 30, 1999, we have borrowed approximately $500
million under our credit facility and would have the ability to borrow an
additional $146.6 million in revolving loans under this facility, subject to the
covenants contained therein, after giving effect to the transfer of cable
systems by certain affiliates of TCI and the related financings. We expect to
continue to borrow funds under our credit facility. We may use such borrowings
for general purposes, such as capital expenditures, and to finance
acquisitions. We have evaluated and expect to continue to evaluate possible
strategic acquisitions and dispositions of related businesses and assets, some
of which may be significant, on an ongoing basis and at any given time we may
be engaged in discussions or negotiations or enter into agreements with respect
thereto. In the event that we


                                       18
<PAGE>   19
enter into a definitive agreement with respect to any acquisition or joint
venture, we may require additional financing.

         We have entered into fixed interest rate exchange agreements to
effectively fix or set maximum interest rates on portions of our floating rate
long-term debt. We are exposed to credit loss in the event of nonperformance by
the counterparties to the fixed interest rate exchange agreements. These
exchange agreements have been entered into with a number of the institutions
that are lenders under Bresnan Communications Company's old credit facility. As
of June 30, 1999, the fixed interest rate exchange agreements effectively fix or
set a maximum interest rates on an aggregate notional principal amount of $110.0
million with a LIBOR base rate between 5.84% and 8.08% upon the occurrence of
certain events. The expiration dates of the exchange agreements range from
August 25, 1999 to April 3, 2000. The difference between the fair market value
and the book value of long-term debt and the exchange agreements as of June 30,
1999 was not material.

         Management believes that, after giving effect to our transactions with
TCI's affiliates and the related financings and based on our current level of
operations, cash flow provided from operating activities, together with expected
availability under our subsidiaries' credit facility, subject to the covenants
contained in that facility, will be sufficient to enable us to service
indebtedness, make capital expenditures and meet operating costs and expenses
for the next 18 months. If and when appropriate, we or our affiliates may elect
to incur additional indebtedness or to raise equity in the public or private
markets.

         In June 1999, the owners of Bresnan Communications Company, our parent,
entered into an agreement to sell their partnership interests to Charter
Communications Holding Company, LLC for a purchase price of approximately $3.1
billion in cash and equity which will be reduced by the assumption of our debt
at closing. This sale will result in a change of control under the terms of our
credit facility and the notes. This change of control, if not waived by the
lenders, would result in a default under our credit facility and the right of
the bondholders to require us to purchase all or any part of their notes at a
purchase price equal to 101% of the principal amount of the notes, plus accrued
and unpaid interest. Charter Communications has represented to us that they will
have available funds, or access to such funds, at closing to meet our
obligations, should any of the bondholders tender their bonds as a result of
this change of control. They have also represented to us that they will arrange
for a refinancing of our credit facility, if necessary.

YEAR 2000

         During 1998 and the six months of 1999, TCI, its affiliates and Bresnan
Communications Company continued comprehensive efforts to assess and correct
Bresnan Communications Company's computer systems to ensure that the systems,
software and equipment recognize, process and store information in the year 2000
and thereafter. Such year 2000 remedial efforts, which encompass the cable
systems contributed by certain affiliates of TCI and our already existing cable
systems, include an assessment of their most critical systems, such as customer
service and billing systems, headends and other cable plant, business support
operations, and other equipment and facilities. TCI, its affiliates and Bresnan
Communications Company also continued their efforts to verify the year 2000
readiness of their significant suppliers and vendors and continued to
communicate with significant business partners and affiliates to assess our
partners and affiliates' year 2000 status.

         TCI, its affiliates and Bresnan Communications Company have formed year
2000 program management teams to organize and manage their year 2000 remedial
efforts. The program management teams are responsible for overseeing,
coordinating and reporting on their respective year 2000 remedial efforts. Since
the transfer of cable systems from certain affiliates of TCI, assessment and the
remediation of year 2000 issues for the systems transferred to us by certain
affiliates of TCI has become our responsibility. We have continued the approach
of the respective project teams since we obtained the cable systems from certain
affiliates of TCI.

                                       19
<PAGE>   20
     The program management teams have defined a four-phase approach to
determining the year 2000 readiness of their respective internal systems,
software and equipment. This approach is intended to provide a detailed method
for tracking the evaluation, repair and testing of their respective systems,
software and equipment.

     Phase 1 - Assessment, involves the inventory of all systems, software and
equipment and the identification of any year 2000 issues. Phase 1 also includes
the preparation of the work plans needed for remediation.

     Phase 2 - Remediation, involves repairing, upgrading and/or replacing any
non-compliant equipment and systems.

     Phase 3 - Testing, involves testing their respective systems, software, and
equipment for year 2000 readiness, or in certain cases, relying on test results
provided to TCI or affiliates, or Bresnan Communications Company

     Phase 4 - Implementation, involves placing compliant systems, software and
equipment into production or service.

     As of June 30, 1999, the status of Bresnan Communications Company's
projects related to those systems were as follows:

     Phase 1 of the projects was substantially complete, with expected
completion by July 1999;

     Phase 2 was underway with expected completion by September 1999; and

     Phases 3 and 4 were just beginning, with expected completion dates in
October 1999.

     The completion dates set forth above are based on current expectations.
However, due to the uncertainties inherent in year 2000 remedial efforts, no
guarantees can be given that the projects will be completed on these dates.

     The project management teams are completing an inventory of their important
systems with embedded technologies and are currently determining the correct
remedial approach. The embedded technologies assessments are expected to be
complete by July 1999.

     Third Party Systems, Software and Equipment

     The project management teams continue their surveys of significant
third-party vendors and suppliers whose systems, services or products are
important to their operations, including suppliers of addressable controllers
and set-top boxes, and the provider of billing services. The year 2000 readiness
of such providers is critical to continued provision of cable television
service. The project management teams have received information that the most
critical systems, services or products supplied to their respective cable
television systems by third parties are either year 2000 ready or are expected
to be year 2000 ready by the end of 1999.

     In addition to the survey process described above, management of TCI
affiliates and Bresnan Communications Company have identified their most
critical supplier/vendor relationships and have instituted a verification
process to determine the vendors' year 2000 readiness. Such verification
includes, as deemed


                                       20
<PAGE>   21
necessary, reviewing vendors' test and other data and engaging in regular
conferences with vendors' year 2000 teams. Bresnan Communications Company is
testing to validate the year 2000 compliance of certain critical products and
services.

     Costs

     To date, year 2000 costs incurred have not been material. Management of
Bresnan Communications Company currently estimate our remaining year 2000 costs
to be at least $4.4 million. Although no assurances can be given, management
currently expects that:

     (1)  cash flow from operations will fund the costs associated with year
          2000 compliance, and

     (2)  the total projected cost associated with the year 2000 programs will
          not be material to our financial position, results of operations or
          cash flows.

     Contingency Plans

     The failure to correct a material year 2000 problem could result in an
interruption or failure of certain important business operations. Management
believes that our year 2000 program will significantly reduce risks associated
with the changeover to the year 2000 and is currently developing certain
contingency plans to minimize the effect of any potential year 2000 related
disruptions. The risks and the uncertainties discussed below and the associated
contingency plans relate to systems, software, equipment, and services that
Bresnan Communications Company have deemed critical in regard to customer
service, business operations, financial impact or safety.

     The failure of addressable controllers contained in the cable television
system headends could disrupt the delivery of premium services to customers and
could necessitate crediting customers for failure to receive such premium
services. In this unlikely event, management expects that it will identify and
transmit the lowest cost programming tier. Unless other contingency plans are
developed with the program suppliers, premium and adult content channels would
not likely be transmitted until the addressable controller failure has been
repaired.

     Customer service networks and/or automated voice response systems failure
could prevent access to customer account information, hamper installation
scheduling, and disable the processing of pay-per-view requests. We plan to have
our customer service representatives answer telephone calls from customers in
the event of outages and expect to retrieve needed customer information manually
from the billing service provider.

     A failure of the services provided by billing systems service providers
could result in a loss of customer records which could disrupt the ability to
bill customers for a protracted period. We plan to prepare electronic backup
records of their customer billing information prior to the year 2000 to allow
for data recovery and to continue to monitor the year 2000 readiness of our key
customer-billing suppliers.

     Advertising revenue could be adversely affected by the failure of certain
equipment which could impede or prevent the insertion of advertising spots in
cable television programming. Management anticipates that it can minimize such
effect by manually resetting the dates each day until the equipment is repaired.

     Security and fire protection systems failure could leave facilities
vulnerable to intrusion and fire. Management expects to return its systems to
normal functioning by turning the power off and then on again. Management also
plans to have additional security staff on site and plans to implement a backup
plan for communicating with local fire and police departments. Also, certain
personal computers interface with and


                                       21
<PAGE>   22
control elevators, escalators, wireless systems, public access systems and
certain telephony systems. In the event such computers cease operating, turning
the power off then on again is expected to resume normal functioning. If turning
the power off then on again does not resume normal functioning, management
expects to resolve the problem by resetting the computer to a pre-designated
date which precedes the year 2000.

         In the event that the local public utility cannot supply power, we
expect to supply power for a limited time to cable headends and office sites
through backup generators.

         The financial impact of any or all of the above worst-case scenarios
has not been and cannot be estimated by management due to the numerous
uncertainties and variables associated with such scenarios.

INFLATION

         The net impact of inflation on our results of operations has not been
material in the last three years due to the relatively low rates of inflation
during this period. If the rate of inflation increases, we may increase
subscriber rates to keep pace with the increase in inflation, although there may
be timing delays and other market considerations.




                                       22
<PAGE>   23
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Neither Bresnan Communications Group nor its predecessor engages in the
trading of derivatives. We manage our overall exposure to fluctuations in
interest rates by issuing both fixed- and floating-rate debt instruments and by
entering into interest rate hedging transactions to achieve a targeted mix
within our debt portfolio.

         Of our total debt outstanding as of June 30, 1999, a significant amount
of it is fixed-rate debt, except for approximately $390 million of the senior
credit facility. As a result, our debt which is subject to interest rate
exposure totaled $390 million on June 30, 1999. A one percent increase in
interest rates would increase our annual interest expense related to all our
variable debt by approximately $4.8 million. Management considers it unlikely
that interest rate fluctuations applicable to these instruments will result in a
material adverse effect on our financial position, results of operations or
liquidity. We have effectively converted $110 million of variable-rate debt to
fixed-rate debt through the use of interest rate swaps that set a maximum LIBOR
interest rate of approximately 8%.

         Our operations and expenses are all incurred in the United States and,
therefore, we have no foreign currency exposure.





                                       23
<PAGE>   24
                        BRESNAN COMMUNICATIONS GROUP LLC


PART II. OTHER INFORMATION

     Item 6. Exhibit and Reports on Form 8-K.

          (a)  Exhibit -

               (2)  Purchase and Contribution Agreement dated as of June 3, 1999
                    among BCI (USA), LLC, William J. Bresnan, Blackstone BC
                    Capital Partners L.P., Blackstone B.C. Offshore Capital
                    Partners, LP, Blackstone Family Investment Partnership III
                    LP, TCI Bresnan LLC and TCID of Michigan, Inc., as Sellers,
                    and Charter Communications Holding Company, LLC, as Buyer
                    (incorporated by reference to Exhibit 10.3 to Registration
                    Statement on Form S-4 of Bresnan Communications Group LLC
                    and Bresnan Capital Corporation (File Nos. 333-77637 and
                    333-77637-01) filed with the Commission on August 5, 1999.

               (27) Bresnan Communications Group LLC Financial Data Schedule

          (b)  Reports on Form 8-K filed during the quarter ended June 30, 1999:
               None





                                       24
<PAGE>   25
                                   SIGNATURES


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


                                        BRESNAN COMMUNICATIONS GROUP, LLC
                                        By:  Bresnan Communications Company
                                             Limited Partnership, its member
                                        By:  BCI (USA) LLC, its Managing Partner
                                        By:  Bresnan Communications, Inc., its
                                               Managing Member


     Date:   September 10, 1999         By: /s/    Jeffrey S. DeMond
                                            ------------------------------------
                                           Name:  Jeffrey S. DeMond
                                           Title: Executive Vice President and
                                                  Chief Financial Officer


                                        BRESNAN CAPITAL CORPORATION

    Date:   September 10, 1999         By: /s/    Jeffrey S. DeMond
                                            ------------------------------------
                                           Name:  Jeffrey S. DeMond
                                           Title: Vice President






                                       25
<PAGE>   26
                                  EXHIBIT INDEX



The following exhibit is filed herewith (according to the number assigned to it
in Item 601 of Regulation S-K) as noted:

          (27) Bresnan Communications Group, LLC Financial Data Schedule




                                       26