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      Procedures Letter

    Citigroup
      Global Markets Inc.

    388
      Greenwich St.

    New
      York,
      New York 10013

    November
      16, 2005

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington
      DC 20549

    Division
      of Corporate Finance

    Re:
      Charter Communications, Inc., Registration Statement on Form S-1 (Reg. No.
      333-128838)

    Ladies
      and Gentlemen:

    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 confirm with the Staff that it will follow the procedures
      outlined in Charter’s correspondence with the Staff dated June 7, 2005. In
      connection therewith, attached is a set of offering procedures by which the
      offering would be conducted substantially identical to those procedures set
      forth in the June 7, 2005 correspondence (the only changes are to reflect an
      updated share number for this offering, revisions to Annex A requested by the
      Staff in the prior offering, and minor changes discussed with the Staff to
      reflect this submission by Citigroup).

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

    *****

    Sincerely,

      CITIGROUP
        GLOBAL MARKETS INC.

      By:
        /s/ William
        Ortner

        William Ortner

        Managing Director

    Offering
      of 122,830,000 shares of Class A Common Stock of

    Charter
      Communications, Inc.

    (Registration
      No. 333-128838)

    Revised
      Summary of Proposed Offering Procedures and Restrictions

    I. Offerees.

    A. Citigroup
      Global Markets Inc. (“CITI”) will sell shares of Charter common stock registered
      under the Registration Statement (the “SHARES”) to persons (the “EQUITY
      INVESTORS”) that are not Prohibited Persons, A “PROHIBITED PERSON” is any person
      that, as of the date of confirmation of a proposed sale under the Registration
      Statement, has an open short position in Charter’s common stock.

    B. Citi
      will
      implement the following procedures to monitor and prevent potential sales to
      Prohibited Persons:

    1. Prior
      to
      commencement of the offering, Citi will compile a list of known holders of
      the
      Convertible Notes (the “HOLDER LIST”). During the offering period, Citi will
      confirm and update such Holder List by:

    (a) inquiring
      of its prime brokerage desk whether it holds any Convertible Notes in a customer
      account; and

    (b) inquiring
      of its prime brokerage desk whether it holds any Convertible Notes outright
      with
      a corresponding swap to an investor. Any such swap counterparty will be
      considered to be a holder for the purpose of the Holder List.

    2. Prior
      to
      the commencement of the offering, Citi will inquire of each holder on the Holder
      List whether it has an open short position in Charter’s common stock. To confirm
      and update such inquiry during the offering period, Citi will inquire of its
      prime brokerage and share lending desks whether any of them maintains a short
      position in Charter common stock for the account of any holder on the Holder
      List.

    3. Prior
      to
      confirming any sale of Shares to an Equity Investor that is not known to be
      a
      Prohibited Person, including any holder on the Holder List that is not believed
      to have an open short position, Citi will obtain from such Equity Investor
      a
      written acknowledgement in the form of Exhibit A, which will be a part of the
      prospectus for the Charter common stock. Such Equity Investor must either (i)
      execute and deliver by facsimile to Citi such acknowledgment or (ii) confirm
      in
      writing by email delivered to Citi that it has read and accepts such
      acknowledgment.

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    C. During
      the offering of Shares, Citi will continue making a market in Charter common
      stock. Citi will keep the Charter common stock market making account separate
      from the equity syndicate used to sell the Shares in the registered offering.
      In
      addition, Citi will impose an information barrier between equity capital markets
      and traders in the market making account.

    D. Citi
      will
      be prohibited from facilitating sales of Shares by Equity Investors in the
      registered offering to Prohibited Persons. In particular, Citi will not arrange
      for Equity Investors to sell Charter common stock to Prohibited Persons nor
      will
      it assist Equity Investors in identifying Prohibited Persons.

    II. Communications
      with holders of Convertible Notes.

    A. On
      or
      prior to the commencement of the offering of Shares, Citi will inform those
      parties that it knows to be holders of Convertible Notes that, for regulatory
      reasons, Citi will not sell any Shares to Prohibited Persons. Citi will further
      inform Convertible Note holders that Citi will instead offer and sell Shares
      to
      Equity Investors and those Shares will trade freely in the market.

    B. Citi
      will
      be prohibited from facilitating purchases of Charter common stock by Prohibited
      Persons from Equity Investors. In particular, Citi will not arrange for
      Prohibited Persons to buy Charter common stock from Equity Investors, nor will
      it assist Prohibited Persons in identifying Equity Investors.

    III. The
      Offering Process.

    A. The
      S-1
      has been amended as necessary to reflect an offering under Rule 430A of
      122,830,000 shares of Charter common stock and the restrictions on sales to
      Prohibited Persons.

    B. Citi
      will
      attempt to sell all of the 122,830,000 shares offered under the prospectus.
      If
      less than 122,838,000 shares of Charter common stock are sold in the offering,
      Citi has been advised that Charter will downsize the offering by appropriate
      means, and expects to require Charter to file additional Registration Statements
      for future offerings of the unsold shares.

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    Exhibit
      A

    Form
      of
      Investor Acknowledgment

    The
      undersigned acknowledges and agrees that the shares of Charter’s Class A common
      stock offered pursuant to this prospectus are not being offered to, and may
      not
      be purchased by, any person who has an open short position in Charter’s Class A
      Common Stock.

    Each
      purchaser of Charter’s Class A Common Stock hereby represents and agrees that,
      prior to purchasing any such shares:

              ·

              it
                does not have an open short position in Charter’s Class A Common Stock;
                and

              ·

              it
                is not purchasing the shares on behalf of, or for the account of,
                any
                person described in the first bullet above, and has no arrangement
                or
                understanding to resell, lend or otherwise transfer (directly or
                indirectly) the shares to any such
                person.

    For
      purposes of the foregoing, an “open short position” means any contractual or
      other arrangement whereby a holder is economically “short” Class A common stock,
      including any so-called “synthetic short position.”

    Each
      purchaser of Charter’s Class A Common Stock in this offering must execute and
      deliver this Investor Acknowledgment to Citigroup by facsimile to (646)
      843-3922.

      Purchaser
        of Class A Common Shares

      By:

        Name:

        Title:

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