As filed with the Securities and Exchange Commission on May __, 2001.
                                                           Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Charter Communications, Inc.
             (Exact Name of Registrant as Specified in its Charter)

             Delaware                                   43-1857213
  (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                             12444 Powerscourt Drive
                            St. Louis, Missouri 63131
                    (Address of Principal Executive Offices)

             Charter Communications, Inc. 2001 Stock Incentive Plan
                            (Full title of the Plan)

                                 Curtis S. Shaw
              Senior Vice President, General Counsel and Secretary
                          Charter Communications, Inc.
                             12444 Powerscourt Drive
                            St. Louis, Missouri 63131
                     (Name and Address of Agent for Service)

                                 (314) 965-0555
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                               Leigh P. Ryan, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                                 399 Park Avenue
                            New York, New York 10022
                            Telephone: (212) 318-6000

                         CALCULATION OF REGISTRATION FEE


- ------------------------------------------------------------------------------------------------------------------------------------
         Title of Securities to be Registered            Amount to be    Proposed Maximum   Proposed Maximum       Amount of
                                                          Registered         Offering           Aggregate      Registration Fee
                                                                          Price Per Share    Offering Price
                                                                                (1)                (1)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Class A Common Stock, par value $0.001                    38,895,911            $                  $            $215,984.66
====================================================================================================================================


(1)    Estimated  solely for the purpose of calculating the  registration fee in
       accordance  with Rule 457(h) under the Securities Act of 1933 as follows:
       (i) in the case of shares of Charter Communications,  Inc. Class A common
       stock, par value $0.001 (the "Common Stock") upon exercise of outstanding
       options  granted  under  the  Charter  Communications,  Inc.  2001  Stock
       Incentive  Plan, the fee is calculated on the basis of the price at which
       the



                                      II-1





       outstanding  options may be exercised:  6,742,830 options  exercisable at
       $23.0938 per share;  and  1,410,000  options  exercisable  at $21.195 per
       share;  and (ii) in the case of shares of Common Stock for which  options
       have not yet been  granted  and the  option  price of which is  therefore
       unknown,  the fee is  calculated  on the basis of (i) the  average of the
       high and low sale  prices  per  share of  Common  Stock as  quoted on the
       Nasdaq  National Market on May 16, 2001  (within 5 business days prior to
       filing this Registration Statement).

(2)    Represents  the  aggregate  number of shares of Common Stock which may be
       issued upon the exercise of options  which have been  granted  and/or may
       hereafter be granted under the plan.


                                EXPLANATORY NOTE

           In May 2000, the Company filed a  registration  statement on Form S-8
(333-36688)  registering  25,009,798 shares of Common Stock issuable in exchange
for  membership  units  received upon the exercise of options  granted under the
1999 Charter  Communications  Option Plan (the "1999 Option Plan").  In February
2001, the Board of Directors of the Company approved the adoption of the Charter
Communications,  Inc. 2001 Stock  Incentive  Plan (the "2001  Incentive  Plan"),
subject to the approval of the Company's shareholders which is expected to occur
in June 2001.  Upon  effectiveness  of the 2001 Incentive Plan, the Company will
have a total of 60,000,000  shares of its Class A common stock available for the
grant of options and other  stock-based  benefits under the 1999 Option Plan and
the 2001  Incentive  Plan or, in the  alternative,  the  Company  can use shares
available  under the 2001  Incentive  Plan for  stock-based  benefits other than
options.

           The 1999 Option Plan provided for options covering up to 25,009,798
membership units in Charter Communications Holding Company, LLC (a direct
subsidiary of the Company) which are exchanged immediately upon issuance for
shares of the Company's Class A common stock on a one-for-one basis. To ensure
that the combined number of shares covered by both plans would be 60,000,000,
the 1999 Option Plan was amended to provide that any unissued shares, including
those that become available as a result of termination of an option under the
terms of the 1999 Option Plan, be removed from the 1999 Option Plan and be added
to the 2001 Incentive Plan. The 2001 Incentive Plan, in turn, provides that it
starts with 38,895,911 shares available, with the number to increase
automatically by the number of options removed from under the 1999 Option Plan.
Thus, the number of shares covered by each plan changes on a daily basis, but in
no event will the total under both plans exceed 60,000,000 shares.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

           The documents containing the information  specified in this Item will
be sent or  given  to  participants  under  the  2001  Incentive  Plan  and,  in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission  (the  "Commission"),  are not being filed with, or included in, this
Registration Statement on Form S-8 (the "Registration Statement").

Item 2.  Registrant Information and Employee Plan Annual Information

           The documents containing the information  specified in this Item will
be sent or given to  participants in the 2001 Incentive Plan. In accordance with
Rule 428 and the requirements of



                                      II-2





Part I of Form S-8,  such  documents  are not being filed with,  or included in,
this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

           The following documents and information filed with the Securities and
Exchange Commission (the "Commission") is incorporated herein by reference:

               1)  The registrant's Annual Report filed on Form 10-K on March 6,
                   2001.

               2)  The description of the Common Stock contained in the
                   registrant's prospectus filed pursuant to Rule 424(b)(3) on
                   May 17, 2001, pursuant to the Securities Act of 1933, as
                   amended (the "Securities Act").

               3)  The  registrant's  Quarterly Report filed on Form 10-Q on May
                   15, 2001.

               4)  The  registrant's  Current  Report on Form 8-K filed with the
                   Commission on January 8, 2001.

               5)  The  registrant's  Current  Report on Form 8-K filed with the
                   Commission on February 15, 2001.

               6)  The  registrant's  Current  Report on Form 8-K filed with the
                   Commission on March 1, 2001.

               7)  The registrant's Proxy Statement filed with the Commission on
                   April 27, 2001, relating to the 2001 annual meeting of
                   stockholders.

               8)  The  registrant's  Current  Report on Form 8-K filed with the
                   Commission on May 4, 2001.

               9)  The  registrant's  Current  Report on Form 8-K filed with the
                   Commission on May 9, 2001.

           Any  statement  contained  in a document  incorporated  by  reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration  statement. In addition, all documents
filed by the registrant with the Commission  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Exchange Act after the date of this  registration  statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents with the Commission.



                                      II-3





Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Not applicable.

Item 6.    Indemnification of Directors and Officers.

           Section  145  of the  Delaware  General  Corporation  Law  permits  a
corporation  to include in its charter  documents and in agreements  between the
corporation  and its directors and officers,  provisions  expanding the scope of
indemnification beyond that specifically provided by current law.

           The  registrant's   certificate  of  incorporation  provides  that  a
director of the registrant  shall not be personally  liable to the registrant or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except for liability:  (i) for any breach of the  directors'  duty of
loyalty to the registrant or its stockholders; (ii) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  law; or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

           The registrant's bylaws require the registrant, to the fullest extent
authorized by the Delaware General  Corporation Law, to indemnify any person who
was or is made a party  or is  threatened  to be  made a party  or is  otherwise
involved in any action,  suit or  proceeding by reason of the fact that he is or
was a director or officer of the  registrant or is or was serving at the request
of  the  registrant  as a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
entity or  enterprise,  in each case,  against all expense,  liability  and loss
(including attorneys' fees, judgments, amounts paid in settlement,  fines, ERISA
excise  taxes or  penalties)  reasonably  incurred or suffered by such person in
connection therewith.

           The registrant has entered into agreements to indemnify Jerald L.
Kent, the President and Chief Executive Officer of the registrant, and Howard L.
Wood, a member of the Board of Directors of the registrant, against claims,
damages, liabilities, losses or expenses incurred or suffered by either of them
in connection with or arising out of their performance of their respective
duties as an officer or director of the registrant.

           The  registrant  has  obtained  directors'  and  officers'  liability
insurance  policies  which are  intended to insure such person  against  certain
liabilities incurred in their respective capacities as directors and officers of
the registrant.

Item 7.    Exemption from Registration Claimed.

           Not applicable.



                                      II-4





Item 8.    Exhibits.

           The  exhibits  filed as part of this  registration  statement  are as
follows:




Exhibit No.                             Description                                        Sequential
- -----------                             -----------                                         Page No.
                                                                                            --------
                                                                                    
        4.1    Charter   Communications,   Inc.   2001  Stock   Incentive   Plan
               (incorporated  by reference to the quarterly  report on Form 10-Q
               of  Charter  Communications,  Inc.  filed on May 15,  2001  (File
               No.000-27927))
        5.1    Opinion of Paul, Hastings, Janofsky & Walker LLP
       23.1    Consent of Paul,  Hastings,  Janofsky & Walker LLP  (contained in
               exhibit 5.1 of this Registration Statement)
       23.2    Consent of Arthur Andersen LLP 23.3 Consent of Ernst & Young LLP
       23.4    Consent of KPMG LLP
       23.5    Consent of Ernst & Young LLP
       24.1    Power  of  Attorney  (included  on the  signature  page  of  this
               Registration Statement)


Item 9.  Undertakings.

       The undersigned registrant hereby undertakes:

             A.    (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

             (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

             (iii) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (A) (1) (i) and (A) (1) (ii) do not apply if
the  registration  statement  is on Form  S-3,  Form  S-8 or Form  F-3,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the  registrant  pursuant to Section 13 or Section  15(d) of the Exchange Act
that are incorporated by reference in this registration statement.



                                      II-5





             (2) That,  for the purpose of determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

             B. The undersigned  registrant hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act, and is, therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred by a director,  officer or controlling person of
the registrant in the successful  defense of any action,  suit or proceeding) is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.









                                      II-6





                                   SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of 1933,  as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of St. Louis, State of Missouri, on May 21, 2001.

                                          Charter Communications, Inc.
                                          (registrant)



                                          By:   /s/ Curtis S. Shaw
                                                ----------------------
                                                Curtis S. Shaw
                                                Senior Vice President,
                                                General Counsel
                                                and Secretary


                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS,  that each person whose signature
appears below constitutes and appoints Curtis S. Shaw, with full power to act as
his true and lawful  attorney-in-fact  and agent or  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to the  registration  statement,  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission and any other regulatory authority,  granting
unto  said  attorney-in-fact  and  agents,  and each of  them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and  agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

             Pursuant to the  requirements  of the  Securities  Act of 1933,  as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.




           Signature                                Title                             Date

                                                                          
/s/ Paul G. Allen                    Chairman of the Board of Directors         May 21, 2001
- -------------------------------
Paul G. Allen

/s/ William D. Savoy                 Director                                   May 21, 2001
- -------------------------------
William D. Savoy




                                      II-7








                                                                          
/s/ Jerald L. Kent                   President, Chief Executive Officer and     May 21, 2001
- -------------------------------          Director
Jerald L. Kent

/s/ Kent D. Kalkwarf                 Executive Vice President and               May 21, 2001
- -------------------------------          Chief Financial Officer
Kent D. Kalkwarf

/s/ Marc B. Nathanson                Director                                   May 21, 2001
- -------------------------------
Marc B. Nathanson

/s/ Ronald L. Nelson                 Director                                   May 21, 2001
- -------------------------------
Ronald L. Nelson

/s/ Nancy B. Peretsman               Director                                   May 21, 2001
- -------------------------------
Nancy B. Peretsman

/s/ Howard L. Wood                   Director                                   May 21, 2001
- -------------------------
Howard L. Wood




                                      II-8





                                  EXHIBIT INDEX




Exhibit No.                             Description                                        Sequential
- -----------                             -----------                                         Page No.
                                                                                            --------
                                                                                    
        4.1    Charter   Communications,   Inc.   2001  Stock   Incentive   Plan
               (incorporated  by reference to the quarterly  report on Form 10-Q
               of  Charter  Communications,  Inc.  filed on May 15,  2001  (File
               No.000-27927))
        5.1    Opinion of Paul, Hastings, Janofsky & Walker LLP
       23.1    Consent of Paul,  Hastings,  Janofsky & Walker LLP  (contained in
               exhibit 5.1 of this Registration Statement)
       23.2    Consent of Arthur Andersen LLP
       23.3    Consent of Ernst & Young LLP
       23.4    Consent of KPMG LLP 23.5 Consent of Ernst & Young LLP
       24.1    Power  of  Attorney  (included  on the  signature  page  of  this
               Registration Statement)

                                                                     Exhibit 5.1


                                         May 21, 2001



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549


Ladies and Gentlemen:

               We have acted as counsel for Charter Communications, Inc., a
Delaware corporation (the "Company"), in connection with the proposed offer by
the Company of up to 38,895,911 shares of the Company's Class A common stock
(the "Shares") pursuant to the Charter Communications, Inc. 2001 Stock Incentive
Plan (the "Plan"). We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion.

               Based upon the foregoing, it is our opinion that the Shares, when
issued to participants of the Plan in accordance with the Plan, will be duly
authorized, validly issued, fully paid and nonassessable.

               We hereby consent to the filing of this opinion as Exhibit 5.1 to
Registration Statement on Form S-8 filed by the Company to effect registration
of the Shares issued pursuant to the Plan under the Securities Act of 1933.


                                            Very truly yours,

                                   /s/ Paul, Hastings, Janofsky & Walker LLP

                                                                    Exhibit 23.2

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 8, 2001,
included in Charter Communications, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, and to all references to our firm included
in this registration statement.



                                             /s/ Arthur Andersen LLP

St. Louis, Missouri,
May 17, 2001

                                                                    EXHIBIT 23.3


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (From
S-8 dated May 18, 2001) pertaining to the Option Plan of Charter Communications,
Inc.  of our report  dated  January  28,  2000,  with  respect  to the  combined
financial statements of Fanch Cable Systems Sold to Charter Communications, Inc.
(comprised of components of TWFanch-one Co., components of TWFanch-two Co., Mark
Twain Cablevision, North Texas Cablevision LTD., Post Cablevision of Texas L.P.,
Spring Green  Communications  L.P.,  Fanch  Narragansett CSI L.P., Cable Systems
Inc.,  ARH,  and Tioga)  included  in the Annual  Report  (Form 10-K) of Charter
Communications, Inc. for the year ended December 31, 1999.

We consent to the incorporation by reference in the Registration Statement (Form
S-8 dated May 18, 2001) pertaining to the Option Plan of Charter Communications,
Inc. of our report  dated  February  11, 2000 with  respect to the  consolidated
financial  statements  of  Charter  Communications  VI  Operating  Company,  LLC
included in the Annual  Report (Form 10-K) of Charter  Communications,  Inc. for
the year ended December 31, 1999.


                                             /s/ Ernst & Young LLP

Denver, Colorado
May 18, 2001

                                                                    Exhibit 23.4


                       Consent of Independent Accountants

The Board of Directors
Charter Communications, Inc.

We consent to the incorporation by reference in this registration statement on
Form S-8 of Charter Communications, Inc. of our report relating to the
consolidated balance sheets of Bresnan Communications Group LLC and its
subsidiaries as of February 14, 2000 and December 31, 1999, and the related
consolidated statements of operations and member's equity (deficit), and cash
flows for the period from January 1, 2000 to February 14, 2000 and the year
ended December 31, 1999, which report appears in the Form 10-K of Charter
Communications, Inc. dated March 6, 2001.


                                            KPMG LLP

Denver, Colorado
May 18, 2001

                                                                    Exhibit 23.5


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 dated May 18, 2001)  pertaining  to the Charter  Communications,  Inc.  2001
Incentive  Stock Plan of our report  dated  March 2, 2000,  with  respect to the
combined financial statements of CC VII Holdings,  LLC - Falcon Systems included
in the Annual  Report (Form 10-K) of Charter  Communications,  Inc. for the year
ended December 31, 2000 filed with the Securities and Exchange Commission.


                                                          /s/ Ernst & Young LLP

Los Angeles, California
May 18, 2001