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                                MR. ROSENBLUM:  Good morning.  I'm Barry 
                    Rosenblum, I'm president of Time Warner Cable of New York 
                    City.  I'd like to thank you for the opportunity to speak 
                    before you today. 
                                 Less than two years ago, I came before you to 
                    speak about the renewal of Time Warner's franchises in New 
                    York City.  At that time, we spoke about the many benefits 
                    to New York City contained in the new agreement.  Included 
                    in that agreement is a $10 million fund to build the 
                    City's institutional network, $5 million to upgrade and 
                    run the City's Crosswalks channel and millions more in 
                    operating and capital dollars for use to the public access 
                    organizations in each borough, just to name a few of those 
                    commitments.
                                 In that franchise contract there was also an 
                    agreement to upgrade the systems to a sophisticated 
                    broadband network designed to provide New Yorkers with a 
                    state of the art system for the delivery of new and 
                    innovative services, services such as high speed access to 
                    the Internet and hundreds of channels delivered digitally 
                    to homes of our customers.  I'm pleased to report that 
                    both high speed access to the Internet and digital cables 
                    are not only realities, but are being embraced by our 
                    customers.  Our system-wide upgrade to enable deliveries 
                    of those services is nearly complete and these services 
                    are being provided in those upgraded areas. 
                                 Digital television also allows our customers 
                    to receive several channels of high definition TV as long 
                    as they have a high definition receiver and our high speed 
                    Internet access service, Road Runner, is already being 
                    used by more than 20,000 customers in New York City.  It 
                    provides Internet access through the cable rather than 
                    through phone lines at speeds of up to 50 times faster 
                    than a traditional phone connection.  Because Road Runner 
                    is delivered through cable lines, customers' phone lines 
                    are not tied up and our service is always connected.  Our 
                    customers avoid the uncertainty of dialing in each time 
                    they want to go on line and use their computers. 
                                 We're proud of the progress we have made and 
                    look forward to expanding the services we provide to our 
                    customers very soon. 
                                 The proposed merger of Time Warner and AOL 
                    can only speed innovation and consumer choice in 
                    communication service and content. 
                                 On July 27, Jerry Levin, the Chairman and CEO 
                    of Time Warner, Inc. and Steve Case, Chairman and CEO of 
                    AOL, appeared before the Federal Communications Commission 
                    to discuss the merger.  I'd like to share with you a small 
                    portion of Jerry Levin's comments regarding the benefits 
                    that will flow from the merger, and I quote:  
                                 "First, as well as making traditional media 
                    more accessible for on line and interactive applications, 
                    our merged company will be a leader in developing new 
                    services.  This in turn will help accelerate our 
                    competitors' efforts to innovate.  Second, by actively 
                    pursuing our marketplace-driven ISP policy, we'll insure 
                    real consumer choice in our cable systems and provide a 
                    catalyst for other cable companies to follow suit. 
                                 "Third, as we speed up deployment of 
                    broadband capacity, we'll increase the consumer appetite 
                    for broadband services and hasten deployment across 
                    competing platforms, whether cable, DSL, wireless or 
                    satellite, a critical FCC goal pursuant to Section 706 of 
                    the 1996 Telecommunication Act," end quote. 
                                 I'd also like to publicly respond to a 
                    question we had from the Comptroller's office this 
                    morning, and give you an update on where the company is in 
                    terms of its negotiations with other unaffiliated Internet 
                    service providers.  The company has reached an agreement 
                    with Juno and is actively negotiating with three other 
                    unaffiliated ISP's in addition to AOL. 
                                 Our New York City cable operation, which 
                    began in 1966 in Manhattan, was an industry pace setter 
                    and set standard for urban cable systems, years before 
                    other major cities began to even examine the 
                    possibilities.  That commitment more than 30 years ago, to 
                    bring diversity of programming, choice and innovation to 
                    New Yorkers reflects the company's abiding commitment to 
                    reverse all paradigms which limited the public's choices 
                    to those selected by broadcast networks with a national 
                    audience in mind.  Even then, our system provided 
                    alternative viewing choices, improved the quality of over 
                    the air reception, and helped pave the way for the dynamic 
                    growth of the cable industry.  Time Warner's leadership in 
                    expanding consumer choice in the television marketplace 
                    ranges from CNN to HBO and locally to our own New York 1 
                    News. 
                                 Our investment in the future has allowed a 
                    dramatic expansion in the number of channels available, 
                    not just from our shop, but from a wide diversity of 
                    sources and here in New York City our channels reflect the 
                    diversity of New York City residents and offer programming 
                    in Russian, Arabic, Korean, Greek, Cantonese, Mandarin, 
                    Spanish and Hindu, among others. 
                                 Our pilot system in Queens, called Quantum, 
                    which we launched in 1991 with its unique fiber rich 
                    network presaged our effort to bring broadband environment 
                    for interactive communications across the national 
                    landscape. 
                                 While our company is proud to have helped 
                    accelerate the growth of the television universe to the 
                    benefit of consumers, we're equally proud to be among the 
                    first to recognize digital technology to bring new options 
                    for high speed interaction services like video on demand 
                    and data delivery.  And today we're building a company 
                    that helps take the Internet to the next level, 
                    connecting, informing and entertaining people as never 
                    before. 
                                 So what does this really mean for the 
                    residents of New York City right now?  The agreement 
                    before you, which was negotiated over a number of months 
                    and countless hours, represents a step for the future.  It 
                    provides consumer protections as we move into the Internet 
                    world.  The protection covers a wide range of issues, such 
                    as service provision, billing and consumer privacy.  As we 
                    all know, consumer privacy as it relates to the Internet 
                    is an important issue and is being addressed at many 
                    levels of Government.  It is noteworthy to add there's a 
                    mechanism in this agreement to inform our customers of 
                    both existing and new privacy policies which may emerge. 
                                 Foremost, with a keen awareness of the impact 
                    of technology in education, this agreement brings high 
                    speed Internet access to our schools.  Time Warner Cable 
                    has a proud tradition of supporting education in New York, 
                    and New York City's public schools with programs such as 
                    Time to Read, which is a literacy program for children and 
                    adults, and Save the Music, an example of a successful 
                    public/private partnership which restores music education 
                    and puts musical instruments back into eager hands of 
                    young children.  So far over twenty public schools have 
                    restored formerly eliminated music programs. 
                                 Our company in conjunction with VH1 has made 
                    a joint commitment to contribute over $5 million over the 
                    next five years to continue to enhance music curricula, a 
                    factor which research has proven dramatically increases 
                    reading and math scores.  Further, our own scholarship 
                    fund with over a half million dollars towards higher 
                    education and services for graduating public high school 
                    seniors is in existence. 
                                 We are today committing to providing a 
                    significant number of Internet connections to every public 
                    school in our franchise area.  We have worked very closely 
                    with the Board of Education and we've developed a model 
                    that truly benefits the students at each school.  These 
                    students represent our future taxpayers, consumers and our 
                    future work force and as for senior citizens, we'll 
                    provide high speed Internet access to every senior center 
                    under the auspices of the City of New York, as well as all 
                    other municipal facilities identified in our franchise 
                    agreement. 
                                 So I'd just like to conclude by saying your 
                    approval of this franchise agreement will assure the 
                    residents of New York City a rich array of innovative new 
                    services, new choices for multiple Internet services 
                    providers and consumer protections.  It certainly reflects 
                    the next step to move forward in what is a very changing 
                    world. 
                                 Thank you. 
                                 I'll answer any questions you may have.

   
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