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CORRESPONDENCE

Charter Communications, Inc.

12405 Powerscourt Drive

St. Louis, Missouri 63131

March 28, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington DC 20549

Division of Corporate Finance

         Re:
    Response to SEC Comment Letter dated March 21, 2005

Ladies and Gentlemen:

     We are writing in response to your letter to Charter Communications, Inc. (“Charter,” “we” or
the “Company”) dated March 21, 2005. We have considered the Staff’s comments relating primarily to
our registration statement on Form S-1 (file nos. 333-121136). We will be filing an amendment to
the registration statement upon resolution of certain ongoing discussions with the SEC Staff
regarding the SEC comment letter dated February 28, 2005 and subsequent call with the SEC Staff on
March 25, 2005. In the interim, we wanted to address the Staff’s comments in the March 21 letter,
and have set forth below our responses to each of the comments.

*****

    1.
    We note your response to our prior comment #1. In particular, we note that some of the
“Equity Investors” who will purchase the Class A shares in the current offering will be the
5.875% note holders. We further note some of these 5.875% note holders may purchase the
Class A shares in order to close out short positions that were created prior to the
effectiveness of the Form S-1. Supplementally, please provide a reasonably-detailed
analysis explaining why the use of registered Class A shares to “close out” short positions
created prior to effectiveness should not be viewed as an improper pre-effective sale of
such shares. In this regard, please refer to our position as articulated in the July 1997
Telephone Interpretation #A.65.

    In addition, please provide us with a reasonably-detailed analysis explaining why the Class A
shares covered by the Form S-1 should not be viewed as having been offered to the 5.875% note
holders at the time of the Rule 144A offering, i.e. prior to the filing of the Form S-1, with
Citigroup acting as an underwriter. In this regard, we note that the availability of
registered Class A shares to the 5.875% note holders was necessary in order to sell the
5.875% notes at favorable terms. We also note that some of the 5.875% note holders may
purchase the registered Class A shares to close out their hedged positions. To facilitate
our review, please provide us with copies of the offering

Securities and Exchange Commission

March 28, 2005

Page 2

    memorandum, along with any other relevant sales materials, used in connection with the
Rule 144A offering of the 5.875% notes.

    Finally, please provide us with a reasonably-detailed analysis explaining why the negotiation
and execution of the share lending agreement should not be viewed as a pre-filing offer to
Class A shares to Citigroup.

    To provide some background for the answers that follow, perhaps it would be useful to
contrast the procedures Charter and Citigroup propose to pursue in utilizing a registration
statement to effect short sales of newly-borrowed Charter shares with the practices that we
understand are typically followed by certain investors in Rule 144A offerings of convertible
securities.

    We understand that many investors in a typical Rule 144A offering borrow stock in the open
market and short those shares without registration under the Securities Act. While Charter
has not inquired of any such investors as to the exemption from registration they rely on in
effecting such short sales, we believe they have concluded that these short sales fall under
the exemptions set forth in Sections 4(1) and 4(3) of the Securities Act, since the shares
sold short are typically unrestricted shares borrowed in the market and sold by investors
that are not affiliates of the issuer. As we discussed in our Response Letter of January 31,
2005, we understand that these investors typically engage in dynamic hedging of their
investment in the convertible securities, increasing the size of their short position by
borrowing and shorting additional shares when the stock price rises and buying-in shares and
returning them to stock lenders when the price falls. We understand that all these purchases
and short sales typically occur without registration under the Securities Act and without any
involvement or knowledge of the issuer. We are informed that this is true for virtually all
series of convertible notes that trade under Rule 144A, although not all convertible note
investors hedge their positions.

    In contrast to this usual scenario, Charter and Citigroup are proposing to use a registration
statement to effect the short sale of up to 150 million Charter Class A shares to provide
investors in the 5.875% notes with a sizeable portion of their hedge. As contemplated at the
time we offered the 5.875% notes, the registered short sale approach was intended to provide
investors with their first opportunity to hedge their position, since we and Citigroup
believed that investors would not be able to borrow a meaningful number of Class A shares in
the open market. As then contemplated, the buyers in the registered short sales would not be
holders of the 5.875% notes and the holders of the 5.875% notes would not be looking to
purchase Class A shares in the registered short sale to return to stock lenders.

    We have since come to believe that, in the intervening months, some of the investors in the
5.875% notes have found some Class A shares to borrow and sell short. By virtue of these
unexpected short sales, these investors are now in a position to purchase Class A shares in
the registered offering for the purpose, ultimately, of returning the purchased shares to
stock lenders.

    When these investors sold their Class A shares short, they could not have foreseen how they
would obtain shares to return to the stock lenders. They now have three alternatives
available to them. They can close out their short positions by purchasing shares in the

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March 28, 2005

Page 3

    open market, by acquiring shares in the underwritten short sale or by acquiring shares
upon conversion of their 5.875% notes. Only the second alternative involves a covering
transaction that contemplates the use of a registration statement. Given the instance of two
other alternatives, it seems unworkable as a practical matter for the determination whether a
short sale requires registration to turn on which alternative the investor ultimately chooses
to close out the short sale.

    Furthermore, in the second alternative, the investor is a purchaser in the registered
offering, not a seller. If the investor purchases Class A shares in the registered offering,
without having shorted stock prior to the effectiveness of the registration statement, the
investor, like any other purchaser of Class A shares that is not an affiliate of Charter,
would be able to resell that stock immediately, without having to deliver a prospectus to the
buyer, in reliance on Sections 4(1) and 4(3) of the Securities Act. If an immediate resale
is permitted without registration (that is, without deeming the seller to be an issuer,
underwriter or dealer), we believe that the seller’s status should not change simply because
the sale is a short sale.

    This conclusion is consistent with the position taken by the Staff in the February 16, 1973
and January 12, 1973 Cleary, Gottlieb, Steen & Hamilton interpretive letters to the effect
that registered securities received in either registered exchange offers or Rule 145
transactions can be used to repay a loan of outstanding securities of the same class that
were sold short before the effective date of the registration statement. The facts in our
situation and the 1973 Cleary interpretive letters are both very different from the facts
described in the July 1997 Telephone Interpretation #A.65. In Telephone Interpretation
#A.65, the Staff took the position that the seller under a secondary registration statement
could not sell shares short prior to the effectiveness of the registration statement and then
cover the short sale with registered shares following effectiveness, presumably by delivering
shares and a prospectus to the share lender. In that scenario, the seller could not have
sold the shares in reliance on Sections 4(1) and 4(3); it needed to make a valid sale under
the registration statement. In the situation described in Interpretation #A.65, the real
sale is the unregistered short sale. The attempted use of a registration statement to return
borrowed shares should not be viewed as a sale, since the lender is not making an investment
decision. In our scenario, there has been a valid sale and purchase pursuant to the
registration statement. The purchaser is making an investment decision to purchase shares
under the registration statement rather than purchase shares in the public market to close
out its stock loan. Following the completion of that purchase, shares may validly be
returned to share lenders.

    We do not believe that any offer of the Class A shares covered by the Share Lending Agreement
and the Form S-1 was made at the time of the Rule 144A offering of the 5.875% notes. As you
will see from the Offering Memorandum for the 5.875% notes attached as Annex A hereto, there
was only limited disclosure describing the Share Lending Agreement and the related Share
Lending Registration Rights Agreement (see in the Offering Memorandum: “Summary —The
Offering — Registered Borrow Facility” on pages 7-8 and “Registered Borrow Facility” on pages
65-66). This was the minimal disclosure necessary to describe the legal agreements then in
place. Although the existence of the Share Lending Agreement and the Share Lending
Registration Rights Agreement were important to the completion of the offering of 5.875%
notes on favorable terms, Charter had no intention of offering Class A shares to note
investors at

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Page 4

    the time of the Rule 144A offering and no indication, understanding or expectation at
that time that any 5.875% note holders would want to purchase Class A shares. Indeed, the
whole purpose of the Share Lending Agreement was to facilitate hedging of the 5.875% notes
because we understood that there were not sufficient Class A shares available for 5.875% note
holders to borrow and sell short to establish their initial hedge position.

    Although the description of the Share Lending Registration Rights Agreement in the Offering
Memorandum did mention that Citigroup expected to sell the borrowed shares pursuant to the
registration statement, we do not believe that this reference constitutes an offer,
especially since no terms or parameters of the offer were described and the recipients of the
disclosure were not expected to be purchasers in the registered offering. As noted above,
Charter had no reason to make or effect such an offer since the note investors had no
apparent desire or intention to purchase common stock. The fact that certain 5.875% note
holders subsequently found Class A shares to borrow and sell short and may now wish to
purchase shares in the registered offering to close out this borrow should not affect this
analysis.

    Based on Section 2(a)(3) of the Securities Act, the negotiation and execution of the Share
Lending Agreement between Charter and Citigroup should not be viewed as a pre-filing offer of
Class A shares. Section 2(a)(3) excludes from the term “offer to sell,” “offer for sale,”
and “offer” “preliminary negotiations or agreements between an issuer ... and any
underwriter....” Since there was no sale or delivery of shares to Citigroup, no commitment by
Citigroup to borrow any number of shares and no payment by Citigroup to Charter, the
execution of the Share Lending Agreement constitutes no more than such a “preliminary
negotiation or agreement” and therefore does not constitute a pre-filing offer.

    2.
    Please provide us with a reasonably-detailed analysis explaining why the Rule 144A
offering of 5.875% notes should not be integrated with the current registered offering of
Class A shares for purposes of Section 5 of the Securities Act. Your analysis should
explain why the offerings should not be integrated despite the following points:

    •
    the availability of registered Class A shares was crucial to Charter’s ability to sell the 5.875% notes;

    •
    both the Rule 144A offering and the current registered offering of Class A shares
appear to be part of the same plan of financing and serve the same general purpose; and

    •
    at least some of the 5.875% note holders will be purchasers in the current
registered offering of Class A shares.

    We believe that the Rule 144A offering of 5.875% notes (which was made only to QIBs) should
not be integrated with the proposed registered offering of Class A shares based on the safe
harbor provided by Rule 152 under the Securities Act and the Staff’s position in the June 26,
1990 Black Box Incorporated interpretative letter and the February 28, 1992 Squadron,
Ellenoff, Pleasant & Lehrer interpretative letter. As explained in our response to comment
#1, we do not believe that there was any offer of the Class A shares covered by the Form S-1
at the time of the Rule 144A offering of the 5.875% notes. Therefore, the offering of the
5.875% notes was a valid private placement to qualified institutional buyers with resales
only to qualified institutional buyers pursuant to rule 144A. As the

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Page 5

    Staff wrote in the Black Box interpretive letter, “under Rule 152 under the Securities
Act the filing of a registration statement subsequent to an offering otherwise exempt from
registration under Section 4(2) of the Act does not vitiate the exemption provided by the
Section 4(2) private offering exemption.” The sale of the 5.875% notes was complete at the
time of the offering and was not subject to any conditions related to the registered offering
of the Class A shares.

    The fact that the Rule 144A offering and the registered offering of the Class A shares may be
part of the same plan of financing or may serve the same general purpose is not a relevant
consideration in either the Black Box or Squadron, Ellenoff interpretative letters.

    Similarly, the fact that some of the 5.875% note holders may be purchasers in the current
registered offering should not affect the analysis. The conclusions set forth in the Black
Box and Squadron, Ellenoff letters permit Rule 144A and registered offerings to occur
simultaneously, and to be conditioned on each other, as long as the offerings are conducted
so that the public offering is not also a public solicitation for the private offering.
Accordingly, although this was clearly not contemplated in the case of this offering, we
understand from Citigroup that it has become common practice in many simultaneous Rule 144A
offerings of convertible notes and registered common stock offerings for some of the
purchasers to purchase both securities, as long as appropriate procedures are in place to
ensure that separate offers with respect to each security are made to such purchasers.

    Finally, the existence of the Share Lending Agreement and the Share Lending Registration
Rights Agreement were entered into to facilitate the investors’ ability to improve or enhance
their yield on the notes. As explained in our response to comment #1, we do not believe that
the description of these agreements in the offering memorandum constituted an offer of the
registered Class A shares at the time of the Rule 144A offering. The prospect that investors
in a Rule 144A offering may obtain a benefit from a simultaneous or subsequent registered
offering does not violate the conditions of the Black Box and Squadron, Ellenoff letters.
Accordingly, we believe that the Rule 144A offering of t