SecProbe.io

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Mail Stop 3561

July 6, 2005

Paul E. Martin
Charter Communications, Inc.
12405 Powerscourt Drive
St. Louis, Missouri 63131

      Re:	Charter Communications, Inc.
      	Draft Amendment No. 4 to Form S-1
      	File No. 333-121136
      	Submitted June 17, 2005

Dear Mr. Martin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.  Please note that the page numbers mentioned in our
comments refer to those used in the marked courtesy copies of the
draft amendment.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

* * * * *

1. Please revise the representations provided by Charter and
Citigroup in the response to prior comment 1 of our June 10, 2005
letter so that they are addressed to the staff and executed by
authorized representatives of the companies.

2. In the appropriate section, please provide a brief description
of
each type of hedging transaction that the 5.875% noteholders may
enter into with Citigroup, as contemplated in Alternatives One and
Two of the chart provided in your March 10, 2005 letter.  Your
descriptions should explain clearly how Citigroup will facilitate
these hedging transactions with the 5.875% noteholders.  In
addition,
your disclosure should indicate more clearly the timing of and
relationship between your effort to solicit interest from the
5.875%
noteholders in hedging activities and the marketing effort for the
registered offering, as described in the response to prior comment
6
of our June 10, 2005 letter.

3. Please disclose the offering price or explain how such offering
price will be determined, as required by Instruction 2 to Item
501(b)(3) of Regulation S-K.  If the offering price may be
discounted
from the prevailing market price, then please disclose this
possibility.  Disclose any relationship between the offering price
and the prices used in the hedging activities that Citigroup will
facilitate on behalf of the 5.875% noteholders, as described in
Alternatives One and Two of the chart included in your March 10,
2005
letter.

4. Please advise when the marketing for the offering will commence
relative to the effective date of the registration statement as
well
as the use of the preliminary or final prospectus in connection
with
any such marketing efforts.

5. Please revise the prospectus to describe in greater detail what
effect hedging transactions facilitated by Citigroup may have on
the
market price of Charter`s shares.  Such description should be more
detailed than the disclosure provided on pages 26, 175, and 176.

6. In your response letter, please confirm that you will
deregister
all shares that remain unsold after the offering is terminated.

Outside Front Cover Page

7. Please revise the cover page and the Underwriting section to
state
clearly that the offering price is fixed and the offering is
neither
continuous nor delayed.

Notice to Investors, page ii

8. Please revise the reference on page ii, and similar references
throughout the registration statement from "confirmation of sale"
to
"sale."

Share Lending Agreement, page 173

9. Please revise the second paragraph of this section to clarify,
if
true, that the company believed that the conditions described were
present at the time of the initial note offering and in the period
subsequent to the initial note offering.  Further, revise to
state,
if correct, the third paragraph`s first sentence as your belief.

Underwriting, page 177

10. Please refer to page 177 of the registration statement.  We
note
that Citigroup may conduct stabilizing transactions during the
offering period.  In the response letter, please clarify the
nature
of the stabilizing transactions.  If Citigroup does not intend to
conduct stabilizing transactions, please revise the disclosure
accordingly.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kathleen Kerrigan at (202) 551-3369 or
Carlos
Pacho at (202) 551-3835 if you have questions regarding comments
on
the financial statements and related matters.  Please contact Ted
Yu
at (202) 551-3372 or me at (202) 551-3810 with any other
questions.

      					Sincerely,

      					Larry Spirgel
      					Assistant Director

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Paul E. Martin
Charter Communications, Inc.
July 6, 2005
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