8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  -----------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                       Date of Report: September 28, 1999
              Date of Earliest Event Reported: September 24, 1999

                      INTERMEDIA CAPITAL PARTNERS IV, L.P.
             (Exact Name of Registrant as Specified in its Charter)

                                   CALIFORNIA
                 (State or Other Jurisdiction of Incorporation)

       333-11893                                        94-3247750
(Commission File Number)                   (I.R.S. Employer Identification No.)


                        235 MONTGOMERY STREET, SUITE 420
                        SAN FRANCISCO, CALIFORNIA 94104
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (415) 616-4600


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ITEM 5.  OTHER EVENTS.

     On September 24, 1999, the Registrant and its wholly-owned subsidiary,
InterMedia Partners IV Capital Corp. (together, the "Offerors"), extended their
tender offer (the "Tender Offer") for their 11 1/4% Senior Notes due 2006 (the
"Notes"). The new expiration time for the Tender Offer is 12:00 midnight, New
York City time, on September 30, 1999, unless further extended or abandoned. In
conjunction with this new tender offer expiration time, the price determination
date for the Tender Offer is now 2:00 p.m., New York City time, on September 28,
1999, which is two business days prior to the new expiration time. This Form 8-K
is qualified in its entirety by (i) the text of the press release, dated
September 24, 1999, informing the holders of the new expiration time and the new
price determination date; (ii) the text of the press release, dated September
15, 1999, informing the holders that the requisite consents had been received
from holders of the Notes (pursuant to the consent solicitation which relates to
the Tender Offer) approving the proposed amendments to the Indenture governing
the Notes and informing the holders of the first extension of the Tender Offer;
and (iii) the Offer to Purchase, dated August 31, 1999, and related materials
relating to the Tender Offer and consent solicitation, which were filed as an
exhibit to the Registrant's Form 8-K filed on August 31, 1999.

Exhibits.



Exhibit No.    Description
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4.1            Indenture between the Offerors and The Bank of New York, as
               trustee, dated as of July 30, 1996(1)

4.2            First Supplemental Indenture, dated as of November 11, 1998, to
               the Indenture(2)

99.1           Press Release, dated September 15, 1999(3)

99.2           Offer to Purchase (and related materials relating to the Tender
               Offer and consent solicitation), dated August 31, 1999(2)

99.3           Press Release, dated September 24, 1999


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     (1) Incorporated herein by reference from the Registrant's Form S-4
(Registration Number 333-11893), filed with the Commission on September 12,
1996, as declared effective by the Commission on December 10, 1996.

     (2) Incorporated herein by reference from the Registrant's Form 8-K, filed
with the Commission on August 31, 1999.

     (3) Incorporated herein by reference from the Registrant's Form 8-K, filed
with the Commission on September 15, 1999.


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                                   SIGNATURE

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

Date: September 27, 1999


                                        INTERMEDIA CAPITAL PARTNERS IV, L.P.

                                        By: InterMedia Capital Management, LLC,
                                            its General Partner

                                        By: InterMedia Management, Inc.,
                                            its Managing Member

                                        By: /s/ Robert J. Lewis
                                           -------------------------------------
                                                Robert J. Lewis
                                                President

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                                  EXHIBIT INDEX

Exhibits

99.3    Press Release, dated September 24, 1999.

EX-99.3

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                                  Exhibit 99.3


                           [INTERMEDIA PARTNERS LOGO]



           PRESS RELEASE RE: INTERMEDIA EXTENDS OFFER EXPIRATION TIME

FOR IMMEDIATE RELEASE                        CONTACT:  Edon Smith
September 24, 1999                                     InterMedia Partners
                                                       (415) 616-4600

SAN FRANCISCO, California, September 24, 1999 - InterMedia Capital Partners IV,
L.P. ("InterMedia") today announced that it and its wholly-owned subsidiary,
InterMedia Partners IV Capital Corp. (together with InterMedia, the "Offerors")
have extended the expiration of the tender offer (the "Offer") for their
11 1/4% Senior Notes due 2006 (the "Notes"), to facilitate closing of certain
transactions with Charter Communications, Inc., from September 29, 1999 to
12:00 midnight, New York City time, on Thursday, September 30, 1999 (the "Offer
Expiration Time"). Settlement is presently expected to occur on the business
day following the Offer Expiration Time.

     The price determination date for the Offer is now 2:00 p.m., New York City
time, on Tuesday, September 28, 1999, which is the second business day prior to
the new Offer Expiration Time.

     TD Securities (USA) Inc. and Banc of America Securities LLC are acting as
the Dealer Managers and Solicitation Agents for the Offer. The Depositary for
the Offer is The Bank of New York.

     Additional information concerning the terms of the Offer may be obtained
from TD Securities (USA) Inc. at 212-827-7669 (Attention: Ervil G. Spencer) and
Banc of America Securities LLC at 888-292-0070 (Attention: Liability Management
Group). Copies of the Offer to Purchase and Consent Solicitation Statement and
related documents may be obtained by contacting Beacon Hill Partners, Inc., the
Information Agent, at 800-755-5001.

     InterMedia currently operates cable systems serving over 600,000 customers
located in the southeastern United States. InterMedia is a leader in the cable
industry in the deployment of advanced cable communications services,
high-speed internet access and entertainment services.

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