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 Expires: December 31, 2014 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* MERRITT DAVID C (Last) (First) (Middle) (Street) (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) 07/23/2003
	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
Common Stock	07/23/2003		A		9,882(1)	A	0	9,882	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
Class A Common Stock	0(2)	07/23/2003		A		0(2)		07/23/2004	07/23/2003	Class A Common Stock	0	$0	9,882	D

Explanation of Responses:

1. Grant of restricted stock, to vest fully upon one year anniversary date of grant.

2. No securities to be reported.

	/s/ Marcy Lifton, Attorney-In-Fact pursuant to the attached Power of Attorney	07/25/2003
	** 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.

	POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
constitutes and appoints Curt Shaw or Marcy Lifton, acting
alone, as his/her true and lawful attorney-in-fact and agent,
effective upon the undersigned's appointment as Director of
Charter Communications, Inc., for him/her and in his/her name,
place and stead, in any and all capacities, to execute on behalf
of him/her any and all Forms 3, 4, and 5 reporting beneficial
ownership and changes in beneficial ownership of securities
issued by Charter Communications, Inc. (the "Company") and any
amendments and supplements to those forms, which, in the opinion
of such attorney-in-fact, may be necessary, appropriate, or
desirable to comply with Section 16(a) of the Securities Exchange
Act of 1934 (the "Exchange Act"), as amended, and the rules and
regulations promulgated thereunder (the "Rules"), and to file
such forms with the United States Securities and Exchange
Commission ("SEC") and NASDAQ.

The undersigned hereby grants to each attorney-in-fact full
power and authority to perform all and every act requisite,
necessary and proper to be done in the exercise of any of the
rights and powers herein granted, with full power of revocation,
hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.

This Power of Attorney shall automatically terminate as to both
named attorneys-in-fact six months after the undersigned ceases
to be a Section 16 Reporting Person of the Company.  This Power
of Attorney shall terminate immediately as to the named
attorney-in-fact whose employment by the Company and its
affiliates shall terminate.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed.

Date: July 10, 2003			By:_/s/ David C. Merritt

	Print Name: David C. Merritt




Sec.16PowerAtty.doc