SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Apodaca Steven E. (Last) (First) (Middle) C/O CHARTER COMMUNICATIONS, INC. 12405 POWERSCOURT DRIVE (Street) ST. LOUIS MO 63131 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/10/2008	3. Issuer Name and Ticker or Trading Symbol CHARTER COMMUNICATIONS INC /MO/ [ CHTR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP - Division President, West	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common	46,630(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	(2)	10/28/2013	Class A Common	40,000	4.295	D
Stock Options	(2)	01/27/2014	Class A Common	17,500	5.17	D
Stock Options	(2)	03/25/2015	Class A Common	14,175	1.525	D
Stock Options	(2)	08/23/2015	Class A Common	2,025	1.157	D
Stock Options	(2)	03/10/2016	Class A Common	6,078	1	D
Stock Options	(2)	12/29/2016	Class A Common	16,500	3.065	D
Stock Options	(2)	03/09/2017	Class A Common	11,583	2.835	D
Stock Options	(2)	12/11/2017	Class A Common	3,750	1.315	D

Explanation of Responses:

1. 36,630 shares of restricted stock granted 3/18/2008; and, 10,000 shares held in an IRA rollover account.

2. Grant under the Charter Communications, Inc. 2001 Stock Incentive Plan, 25% of the original grant vest at the end of each of the first four years, such options terminate 10 years from date of grant unless terminated sooner in accordance with the plan or agreement.

Remarks:

	/s/ Steven E. Apodaca	12/19/2008
	** 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 5 (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).
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