April 13, 2005


Mail Stop 0407

Paul E. Martin
Charter Communications, Inc.
12405 Powerscourt Drive
St. Louis, Missouri 63131

RE:	Charter Communications, Inc.
	Response Letter Dated March 28, 2005
	Registration Statement on Form S-1
	File No. 333-121136

Dear Mr. Martin:

      We have reviewed your response letter and have the following
comments.  Where indicated, we think you should revise your filing
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

* * * * *

1. We note your responses to our prior comments #1, #2 and #3;
however, we are unable to agree with your conclusion that no offer
of
Class A shares was made at the time of the Rule 144A offering of
5.875% notes.  As set forth in the offering memorandum, the
availability of the registered Class A shares to cover short
positions was an integral part of the Rule 144A offering.  For
example, we note that the company promised to pay all purchasers
of
the 5.875% notes liquidated damages if the registration statement
covering the Class A shares was not filed within a certain period
of
time.  As a result, the offer and sale of the Class A shares to
the
5.875% note holders should be completed in a private transaction,
as
with the 5.875% notes offering.  A resale registration statement
may
be filed to cover the resale of the Class A shares by the 5.875%
note
holders after the private sale (loan) of the Class A shares to the
5.875% note holders has been completed.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kathleen Kerrigan at (202) 942-1944 or
Carlos
Pacho at (202) 942-1876 if you have questions regarding comments
on
the financial statements and related matters.  Please contact Ted
Yu
at (202) 824-5684 or me at (202) 942-1990 with any other
questions.


Sincerely,




Larry Spirgel
Assistant Director



Cc:	Kevin L. Finch, Esq.
	Irell & Manella LLP
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Charter Communications, Inc.
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