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SEC Company Response from CHARTER COMMUNICATIONS, (CHTR) — Nov 14, 2005

CHARTER COMMUNICATIONS, INC. /MO/ (CHTR) (CIK 0001091667)
Date: Nov. 14, 2005 · CIK: 0001091667 · Accession: 0000950123-05-013652

AI Filing Summary & Sentiment

File numbers found in text: 333-128838

Date
November 14, 2005
Author
Not clearly detected
Form
CORRESP
Company
CHARTER COMMUNICATIONS, INC. /MO/ (CHTR) (CIK 0001091667)

Letter

Citigroup Global Markets Inc.

388 Greenwich St.

New York, New York 10013

November 14, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Division of Corporate Finance

Re: Response to Staff Comment

We are writing in response to the Staff’s oral comment to the Registration Statement on Form S-1 (File No. 333-128838) filed by Charter Communications, Inc. (“Charter”), where the Staff has requested Citigroup Global Markets Inc. (“Citigroup”) to make the representations to the Staff consistent with the representations made to the Staff on July 8, 2005.

In response to that request, Citigroup hereby represents to the Staff that:

•

the contemplated offering is a bona fide distribution by Charter of its Class A common stock into the open market;

•

Citigroup will not enter into any arrangements or understandings, directly or indirectly, with the purchasers of Class A common stock in connection with its sales efforts regarding the return, loan, or other similar use of the Class A common stock; and

•

if the offering has not already commenced prior to the date of effectiveness, the offering will commence immediately after the date of effectiveness, and is not a continuous offering.

This letter to the Staff has been executed by an authorized representative of Citigroup.

Sincerely,
Citigroup Global Markets Inc.

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CORRESP
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corresp

Citigroup Global Markets Inc.

388 Greenwich St.

New York, New York 10013

November 14, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Division of Corporate Finance

     Re: Response to Staff Comment

     We are writing in response to the Staff’s oral comment to the Registration Statement on Form
S-1 (File No. 333-128838) filed by Charter Communications, Inc. (“Charter”), where the Staff has
requested Citigroup Global Markets Inc. (“Citigroup”) to make the representations to the Staff
consistent with the representations made to the Staff on July 8, 2005.

     In response to that request, Citigroup hereby represents to the Staff that:

              •

    the contemplated offering is a bona fide distribution by Charter of its Class
A common stock into the open market;

              •

    Citigroup will not enter into any arrangements or understandings, directly or
indirectly, with the purchasers of Class A common stock in connection with its
sales efforts regarding the return, loan, or other similar use of the Class A
common stock; and

              •

    if the offering has not already commenced prior to the date of effectiveness,
the offering will commence immediately after the date of effectiveness, and is
not a continuous offering.

     This letter to the Staff has been executed by an authorized representative of Citigroup.

    Sincerely,

    Citigroup Global Markets Inc.

    By: /s/ WILLIAM ORTNER

    Name: William Ortner

    Title:  Managing Director