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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NATHANSON MARC B
(Last) (First) (Middle)
C/O MAPLETON INVESTMENTS
10900 WILSHIRE BLVD. 15TH FLOOR
(Street)
LOS ANGELES CA 90024
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS INC /MO/ [ CHTR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/10/2004 P 10,000 A $2.97 390,000 I By Falcon Cable Trust(1)
Class A Common Stock 25,705 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reporting person disclaims beneficial ownership, except to the extent of his pecuniary interest therein.
Remarks:
Marc B. Nathanson 08/10/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.





LIMITED POWER OF ATTORNEY FOR EXECUTION OF

SECURITIES AND EXCHANGE COMMISSION DOCUMENTS



MARC B. NATHANSON, Principal, to Michael K. Menerey, Agent:



TO PERSON EXECUTING THSI DOCUMENTS:



THIS IS AN IMPORTANT LEGAL DOCUMENT.  IT CREATES A LIMITED

POWER OF ATTORNEY.  BEFORE EXECUTING THIS DOCUMENT, YOU

SHOULD KNOW THESE IMPORTANT FACTS:



1.  THIS DOCUMENT MAY PROVIDE THE PERSON YOU DESIGNATE AS

YOUR ATTORNEY-IN-FACT WITH BROAD POWERS TO EXECUTE ON YOUR

BEHALF ANY AND ALL DOCUMENTS YOU ARE REQUIRED TO SIGN IN

YOUR INVIDIUAL CAPACITY AND DELIVER TO THE SECURITIES AND

EXCHANGE COMMISSION ("SEC").



2.  THESE POWERS WILL EXIST FOR AN INDEFINITE PERIOD OF TIME

UNLESS YOU LIMIT THEIR DURATION IN THIS DOCUMENT.



3.  THIS POWER OF ATTORNEY WILL CONTINUE TO BE EFFECTIVE

EVEN THOUGH THE PRINCIPAL BECOMES INCAPACITATED.



4.  YOU HAVE THE RIGHT TO REVOKE OR TERMINATE THIS LIMITED

POWER OF ATTORNEY AT ANY TIME.



TO WHOM IT MAY CONCERN:



1. MARC B. NATHANSON (the "Principal"), presently a resident

of Los Angeles County, California, appoints MICHAEL K. MENERY

(the "Agent"), presently a resident of Los Angeles County,

California, as the true and lawful attorney-in-fact for the

Principal's name, place, and stead, to take whatever actions

the Agent considers proper in connection with the completion,

execution, and delivery to the SEC of documents the Principal

is required to sign in his individual capacity and file with

or deliver to the SEC.



2. Without limiting the generality of the foregoing, generally

to do, execute, and perform any other act, deed, matter, or thing,

that in the Agent's opinion ought to be done, executed, or per-

formed in conjunciton with the power of attorney, of every kind

and nature, including the power to bring suit against any person

or entity that fails or refuses to honor this durable power of

attorney, as fully and effectively as the Principal could do if

personally present.



3.  The Agent's signature under the authority granted in this

power of attorney may be accepted by any third party or organ-

ization with the same force and effect as if the Principal were

personally present and acting on the Principal's behalf.  No

person or organization that relies on the Agent's authority

shall incur any liability to the Principal, the Principal's

estate, heirs, successors and assigns shall be bound by the

Agent's acts under this power of attorney.



4.  This Power of Attorney shall not be affected by the subsequent

incapacity of the Principal.



5.  The Principal does hereby ratify and confirm all that the

Agent shall do, or cause to be done by virtue of this power

of attorney.



6.  The Agent is authorized to make photocopies of this power of

attorney and any attached documents as frequently and in such

quantity as the Agent deems appropriate.  Each photocopy shall

have the same force and effect as the original.



IN WITNESS WHEREOF, the Principal has signed this Limited Power of

Attorney for execution of Securities and Exchange Commission

Documents on September 6, 2002.



/s/ Marc B. Nathanson, Principal