Edgar Filing: CHARTER COMMUNICATIONS INC /MO/

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934

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14c-5(d)(2))

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CHARTER COMMUNICATIONS, INC.
(Name of the Company as Specified in its Charter)

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CHARTER COMMUNICATIONS, INC.
12405 POWERSCOURT DR.
ST. LOUIS, MISSOURI 63131

INFORMATION STATEMENT

This Information Statement is being furnished to the stockholders of
Charter Communications, Inc., a Delaware corporation (the "Company"), in
connection with an amendment to the Restated Certificate of Incorporation of the
Company (the "Certificate Amendment") which amends the Certificate of
Designation setting forth the terms of our Series A Convertible Redeemable
Preferred Stock. As described in this Information Statement, the Certificate
Amendment was approved by the written consents of (i) Paul G. Allen, the holder
of approximately 91.46% of the combined voting power of the Company's
outstanding Class A common stock and Class B common stock, and (ii) the holders
of a majority of the outstanding shares of Series A Convertible Redeemable
Preferred Stock, and the Certificate Amendment will therefore be effected
without a meeting of stockholders. This Information Statement is being furnished
to holders of record of the Class A common stock of the Company in order to
comply with the requirements of Section 14(c) of the Securities Exchange Act of
1934 (the "Exchange Act") and Regulation 14C under the Exchange Act and Delaware
law.

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.

We are not seeking authorization, written consent or proxies from you, and
you will not be given an opportunity to vote with respect to the Certificate
Amendment, because the written consents of the stockholders entitled to cast the
required number of votes to approve the action have already been obtained. The
Certificate Amendment is expected to become effective at least twenty (20)
calendar days after this Information Statement is first being sent to
stockholders, which is currently anticipated to be on or about December ,
2005. This Information Statement is first being sent to stockholders on or about
December , 2005.

Unless otherwise noted, references to the "Company," "Corporation," "we,"
"us" and "our" mean Charter Communications, Inc., a Delaware corporation.

The cost of this Information Statement, consisting of printing, handling
and mailing of the Information Statement and related materials will be paid by
the Company.

FREQUENTLY ASKED QUESTIONS

The following questions and answers are intended to respond to frequently
asked questions concerning the action approved by our Board of Directors and a
majority of the persons entitled to vote. These questions do not, and are not
intended to, address all the questions that may be important to you. You should
carefully read the entire Information Statement and the documents incorporated
by reference in this Information Statement.

WHY DID I RECEIVE THIS INFORMATION STATEMENT?

As further described below under "Purpose of this Information Statement",
applicable laws require us to provide you this information about the Certificate
Amendment even though your vote is neither required nor requested for its
approval.

WHY AREN'T WE HOLDING A MEETING OF STOCKHOLDERS?

The Board of Directors has already approved the Certificate Amendment and
has received the written consents of a majority of the voting interests entitled
to vote on the Certificate Amendment. Under Delaware

law and our Restated Certificate of Incorporation, the Certificate Amendment may
be approved by the written consents of a majority of the voting interests
entitled to vote. Since we have already received written consents representing
the necessary number of votes, a meeting is not necessary and represents a
substantial and avoidable expense.

WHAT IS THE CERTIFICATE AMENDMENT AND WHY WAS IT APPROVED?

For a description of the Certificate Amendment and its purpose, refer to
"Summary and Purpose of the Certificate Amendment" below.

WHAT DO I NEED TO DO NOW?

Nothing. This Information Statement is purely for your information and does
not require or request you to do anything.

SUMMARY AND PURPOSE OF THE CERTIFICATE AMENDMENT

Our Board of Directors is authorized, subject to the approval of the
holders of the Class B common stock, to issue from time to time up to a total of
250 million shares of preferred stock in one or more series and to fix the
numbers, powers, designations, preferences, and any special rights of the shares
of each such series thereof. Pursuant to their authority, the Board of Directors
has designated 1 million of the above-described 250 million shares as Series A
Convertible Redeemable Preferred Stock (the "Preferred Stock"). As of October
25, 2005, there were 545,259 shares of Preferred Stock outstanding. These shares
were convertible into approximately 2.2 million shares of Class A common stock.

The Preferred Stock was issued to a small number of holders in connection
with our 2001 acquisition of Cable USA, Inc. and the assets of certain of its
affiliated entities. Since October 25, 2005, the Company repurchased from those
holders 508,546 shares of Preferred Stock at a purchase price of $60 per share,
leaving 36,713 shares of Preferred Stock outstanding. Prior to the consummation
of the repurchase, holders of a majority of shares of Preferred Stock voted
their shares of Preferred Stock in favor of approval of the Certificate
Amendment.

Under the existing Certificate of Designation governing the Preferred
Stock, holders of the Preferred Stock are entitled to receive cumulative cash
dividends at an annual rate of 5.75%, payable quarterly or 7.75% if not paid but
accrued. The Company has not declared or paid such dividends since December 31,
2004, and dividends have therefore been accruing at a rate of 7.75% since March
31, 2005. The Certificate Amendment will (i) delete in its entirety Section 2
(Dividends) of the Certificate of Designation, which provides the
above-described dividend rights to the holders of the Preferred Stock, and (ii)
increase the liquidation preference and redemption price of the Preferred Stock
from $100 to $105.4063 per share, which amount shall further increase at the
rate of 7.75% per annum, compounded quarterly, from (but not including)
September 30, 2005.

The Company believes that the Certificate Amendment is desirable because it
will eliminate any expectation of, and any possibility of defaults on, quarterly
dividends on the 36,713 shares of Preferred Stock that remain outstanding, while
providing substantially equivalent value to the holders of Preferred Stock. The
Certificate Amendment will have no effect on the rights of holders of the
Company's Class A common stock or Class B common stock other than the changes to
the liquidation preference of the Preferred Stock described above.

A copy of the Certificate Amendment is attached to this Information
Statement as Annex A.

APPROVALS BY THE BOARD OF DIRECTORS AND
CONSENTING STOCKHOLDERS; VOTE REQUIRED

On October 25, 2005, our Board of Directors approved the Certificate
Amendment and ordered that the Certificate Amendment be submitted to the
stockholders of record on October 25, 2005 (the "Record Date") for approval, by
written consent in lieu of a meeting.

The vote of the holders of a majority of the outstanding shares our Class A
common stock and Class B common stock, voting together as a single class, and
the vote of the holders of a majority of the outstanding shares of the Preferred
Stock were required for the approval of the Certificate Amendment. In connection
with the vote of the Class A Common Stock and Class B Common Stock, Mr. Allen,
as the holder of our Class B common stock, was entitled to ten votes per share
of Class B common stock plus ten votes per share of Class B common stock for
which membership units in our subsidiary, Charter Communications Holding
Company, LLC, held by Mr. Allen and his affiliates are exchangeable.
Accordingly, each outstanding share of Class B common stock was entitled to
67,836.4 votes on the Record Date, October 25, 2005. Holders of our Class A
common stock were entitled to cast one vote per share on such a matter. Mr.
Allen was also entitled to cast one vote for each of his 29,165,206 shares of
Class A common stock. As of the Record Date, there were 3,739,467,320 votes
entitled to be cast on the approval of the Certificate Amendment. Mr. Allen's
voting interests gave him the right to cast a total of 3,419,985,516 votes,
approximately 91.46% of the combined voting power of our Class A common stock
and Class B common stock, which was well in excess of the vote required for the
approval of the Certificate Amendment. Upon compliance with applicable notice
requirements to the holders of the Class A common stock and the expiration of
the time specified for such notice requirements, Mr. Allen's consent and the
consent of the Settling Preferred Stockholders will result in the approval of
the Certificate Amendment.

By written consents as permitted under Section 228 of the Delaware General
Corporation Law, Mr. Allen and the holders of majority of then outstanding
shares of Preferred Stock consented in writing to the approval of the
Certificate Amendment, subject to our compliance with applicable notice
requirements to the holders of the Class A common stock. Mr. Allen voted both
his 50,000 shares of Class B common stock, representing approximately 90.68% of
the total combined voting power outstanding, and his 29,165,206 shares of Class
A common stock, representing approximately 0.78% of the total combined voting
power outstanding, in favor of the approval of the Certificate Amendment. The
holders of Preferred Stock voted 498,502 shares of Preferred Stock, representing
approximately 91.42% of the then outstanding Preferred Stock, in favor of the
approval of the Certificate Amendment.

PURPOSE OF THIS INFORMATION STATEMENT

Under Delaware law, we are required to give all of the Company's
stockholders written notice of any actions that are taken by written consent
without a stockholders meeting. In addition, under Section 14(c) of the Exchange
Act, such actions cannot become effective until 20 calendar days after the
mailing date of this Information Statement to our stockholders.

Neither a meeting of our stockholders nor receipt of additional written
consents is necessary with respect to this matter, and you are not requested to
send a proxy. Our other stockholders will not be given an opportunity to vote
with respect to the Certificate Amendment. All necessary corporate and
stockholder approvals have been obtained, and this information statement is
furnished solely for the purpose of:

- giving stockholders advance notice of the Certificate Amendment, as
required by the Exchange Act; and

- advising stockholders of the Certificate Amendment by written consent, as
required by Delaware law.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of the close of business on October 25, 2005, the Record Date for shares
entitled to notice of the approval of the Certificate Amendment, there were
348,647,010 shares of Class A common stock outstanding
3

and 50,000 shares of Class B common stock outstanding. As noted above, each
holder of Class A common stock was entitled to one vote per share of Class A
common stock, and each holder of Class B common stock was entitled to ten votes
per share of Class B common stock plus an additional ten votes for each share of
Class B common stock into which membership units in our subsidiary, Charter
Communications Holding Company, LLC ("Charter Holder") held by such holder and
its affiliates are exchangeable.

The following table sets forth certain information regarding beneficial
ownership of the Company's Class A common stock as of the Record Date by:

- each current director of the Company;

- the current chief executive officer and individuals named in the
Company's Summary Compensation Table for the 2004 fiscal year;

- all persons currently serving as directors and officers of the Company,
as a group; and

- each person known by us to own beneficially 5% or more of the Company's
outstanding Class A common stock as of the Record Date.

With respect to the percentage of voting power set forth in the following
table:

- each holder of Class A common stock is entitled to one vote per share;
and

- each holder of Class B common stock is entitled to (i) ten votes per
share of Class B common stock held by such holder and its affiliates and
(ii) ten votes per share of Class B Common Stock for which membership
units in Charter Holdco held by such holder and its affiliates are
exchangeable.

The 50,000 shares of Class B common stock owned by Mr. Allen represents
100% of the outstanding Class B common stock.

UNVESTED CLASS A SHARES CLASS B
NUMBER OF RESTRICTED RECEIVABLE ON SHARES
CLASS A CLASS A EXERCISE OF ISSUABLE % OF CLASS A
SHARES SHARES VESTED OPTIONS NUMBER OF UPON SHARES (VOTING
(VOTING AND (VOTING OR OTHER CLASS B EXCHANGE OR AND INVESTMENT
NAME AND ADDRESS OF INVESTMENT POWER CONVERTIBLE SHARES CONVERSION OF POWER)
BENEFICIAL OWNER POWER)(1) ONLY)(2) SECURITIES(3) OWNED UNITS(4) (4)(5)
------------------- ----------- ----------- ---------------- --------- ------------- --------------------

Paul G. Allen(7).............. 29,126,463 39,063 10,000 50,000 339,132,031 53.55%
Charter Investment, Inc.(8)... 222,818,858 38.99%
Vulcan Cable III Inc.(9)...... 116,313,173 25.02%
Robert P. May................. 119,685 40,650 *
John H. Tory.................. 30,005 39,063 40,000 *
Marc B. Nathanson............. 425,705 39,063 50,000 *
David C. Merritt.............. 25,705 39,063 *
Jo Allen Patton............... 10,977 40,323 *
W. Lance Conn................. 19,231 32,072 *
Jonathan L. Dolgen............ 19,685 40,650 *
Larry W. Wangberg............. 28,705 39,063 40,000 *
Nathaniel A. Davis............ 43,215 *
Neil Smit..................... 2,812,500 *
Michael J. Lovett............. 7,500 75,000 93,000 *
All current directors and
executive officers as a
group (18 persons).......... 29,824,848 3,352,702 774,125 50,000 339,132,031 54.17%
Carl E. Vogel(10)............. 208,126 226,666 1,120,000 *
Margaret A. Bellville(11)..... 179,166 *
Derek Chang(12)............... 41,250 *
Curtis S. Shaw(12)............ 5,000 *
Steven A. Schumm(13).......... 30,568 36,256 276,250 *
Amaranth L.L.C.(14)........... 21,322,312 5.76%
Scott A. Bommer(15)........... 18,237,744 5.23%
Glenview Capital Management,
LLC(16)..................... 19,903,500 5.71%

% OF
VOTING
NAME AND ADDRESS OF POWER
BENEFICIAL OWNER (5)(6)
------------------- ------

Paul G. Allen(7).............. 91.46%
Charter Investment, Inc.(8)... *
Vulcan Cable III Inc.(9)...... *
Robert P. May................. *
John H. Tory.................. *
Marc B. Nathanson............. *
David C. Merritt.............. *
Jo Allen Patton............... *
W. Lance Conn................. *
Jonathan L. Dolgen............ *
Larry W. Wangberg............. *
Nathaniel A. Davis............ *
Neil Smit..................... *
Michael J. Lovett............. *
All current directors and
executive officers as a
group (18 persons).......... 91.57%
Carl E. Vogel(10)............. *
Margaret A. Bellville(11)..... *
Derek Chang(12)............... *
Curtis S. Shaw(12)............ *
Steven A. Schumm(13).......... *
Amaranth L.L.C.(14)........... *
Scott A. Bommer(15)........... *
Glenview Capital Management,
LLC(16)..................... *

Glenview Capital GP, LLC(16).. 19,903,500 5.71%
Lawrence M. Robbins(16)....... 19,903,500 5.71%
Steelhead Partners(17)........ 24,835,077 7.12%
J-K Navigator Fund,
L.P.(17).................... 18,447,759 5.29%
James Michael Johnston(17).... 24,835,077 7.12%
Brian Katz Klein(17).......... 24,835,077 7.12%
FMR Corp(18).................. 38,515,181 11.05%
Fidelity Management & Research
Company(18)................. 14,961,471 20,487,601 9.60%
Edward C. Johnson 3rd(18)..... 38,515,181 11.05%

% OF
VOTING
NAME AND ADDRESS OF POWER
BENEFICIAL OWNER (5)(6)
------------------- ------

Glenview Capital GP, LLC(16).. *
Lawrence M. Robbins(16)....... *
Steelhead Partners(17)........ *
J-K Navigator Fund,
L.P.(17).................... *
James Michael Johnston(17).... *
Brian Katz Klein(17).......... *
FMR Corp(18).................. 1.03%
Fidelity Management & Research
Company(18)................. *
Edward C. Johnson 3rd(18)..... 1.03%

---------------

* Less than 1%.

(1) Includes shares for which the named person has sole voting and investment
power; or shared voting and investment power with a spouse. Does not
include shares that may be acquired through exercise of options.

(2) Includes unvested shares of restricted stock issued under the Charter
Communications, Inc. 2001 Stock Incentive Plan (including those issued in
the February 2004 option exchange for those eligible employees who elected
to participate), as to which the applicable director or employee has sole
voting power but not investment power. Excludes certain performance units
granted under the Charter 2001 Stock Incentive Plan with respect to which
shares will not be issued until the third anniversary of the grant date and
then only if the Company meets certain performance criteria (and which
consequently do not provide the holder with any voting rights).

(3) Includes shares of Class A common stock issuable (a) upon exercise of
options that have vested or will vest on or before December 24, 2005 under
the 1999 Charter Communications Option Plan and the 2001 Stock Incentive
Plan or (b) upon conversion of other convertible securities.

(4) Beneficial ownership is determined in accordance with Rule 13d-3 under the
Exchange Act. The beneficial owners at October 25, 2005 of Class B common
stock, Charter Holdco membership units and convertible senior notes of the
Company are deemed to be beneficial owners of an equal number of shares of
Class A common stock because such holdings are either convertible into
Class A shares (in the case of Class B shares and convertible senior notes)
or exchangeable (directly or indirectly) for Class A shares (in the case of
the membership units) on a one-for-one basis. Unless otherwise noted, the
named holders have sole investment and voting power with respect to the
shares listed as beneficially owned.

(5) The calculation of this percentage assumes for each person that:

- 348,647,010 shares of Class A common stock are issued and outstanding as
of October 25, 2005;

- 50,000 shares of Class B common stock held by Mr. Allen have been
converted into shares of Class A common stock;

- the acquisition by such person of all shares of Class A common stock that
such person or affiliates of such person has the right to acquire upon
exchange of membership units in subsidiaries or conversion of the
Preferred Stock or the Company's 5.875% or 4.75% convertible senior
notes;

- the acquisition by such person of all shares that may be acquired upon
exercise of options to purchase shares or exchangeable membership units
that have vested or will vest by December 24, 2005; and

- that none of the other listed persons or entities has received any shares
of Class A common stock that are issuable to any of such persons pursuant
to the exercise of options or otherwise.

A person is deemed to have the right to acquire shares of Class A common
stock with respect to options vested under the 1999 Charter Communications
Option Plan. When vested, these options are

exercisable for membership units of Charter Holdco, which are immediately
exchanged on a one-for-one basis for shares of Class A common stock. A
person is also deemed to have the right to acquire shares of Class A common
stock issuable upon the exercise of vested options under the 2001 Stock
Incentive Plan.

(6) The calculation of this percentage assumes that Mr. Allen's equity
interests are retained in the form that maximizes voting power (i.e., the
50,000 shares of Class B common stock held by Mr. Allen have not been
converted into shares of Class A common stock; that the membership units of
Charter Holdco owned by each of Vulcan Cable III Inc. and Charter
Investment, Inc. have not been exchanged for shares of Class A common
stock).

(7) The total listed includes:

- 222,818,858 membership units in Charter Holdco held by Charter
Investment, Inc.; and

- 116,313,173 membership units in Charter Holdco held by Vulcan Cable III
Inc.

The listed total excludes 24,100,000 shares of Class A common stock issuable
upon exchange of units of Charter Holdco, which are issuable to Charter
Investment, Inc. (which is owned by Mr. Allen). As more fully described in
our Annual Report on Form 10-K filed March 3, 2005, an issue had arisen
regarding the ultimate ownership of certain CC VIII, LLC membership
interests following the put of such membership interests in CC VIII, LLC to
Mr. Allen. That issue was recently resolved, and the resolution of that
issue is more fully described in our Quarterly Report on Form 10-Q filed
November 2, 2005. The address of this person is: 505 Fifth Avenue South,
Suite 900, Seattle, WA 98104.

(8) Includes 222,818,858 membership units in Charter Holdco, which are
exchangeable for shares of Class B common stock on a one-for-one basis,
which are convertible to shares of Class A common stock on a one-for-one
basis. The address of this person is: Charter Plaza, 12405 Powerscourt
Drive, St. Louis, MO 63131.

(9) Includes 116,313,173 membership units in Charter Holdco, which are
exchangeable for shares of Class B common stock on a one-for-one basis,
which are convertible to shares of Class A common stock on a one-for-one
basis. The address of this person is: 505 Fifth Avenue South, Suite 900,
Seattle, WA 98104.

(10) Mr. Vogel terminated his employment effective on January 17, 2005. His
stock options and restricted stock shown in this table continue to vest
through December 31, 2005, and his options will be exercisable for another
60 days thereafter.

(11) Ms. Bellville resigned from the Company effective September 30, 2004. Under
the terms of her separation agreement, her options will continue to vest
until December 31, 2005, and all vested options are exercisable until 60
days thereafter.

(12) Mr. Chang and Mr. Shaw resigned from the Company effective April 15, 2005.

(13) Includes 1,000 shares for which Mr. Schumm has shared investment and voting
power. Mr. Schumm's employment was terminated effective January 28, 2005.
His stock options and restricted stock shown in this table continue to vest
for 65 weeks following his termination, and his options will be exercisable
for another 60 days thereafter.

(14) The equity ownership reported in this table is based upon holder's Schedule
13G filed with the SEC on February 2, 2005. The address of this person is:
c/o Amaranth Advisors L.L.C., One American Lane, Greenwich, Connecticut,
06831.

(15) The equity ownership reported in this table is based upon the holder's
Schedule 13G filed with the SEC on March 28, 2005. The address of this
person is 712 Fifth Avenue, 42nd Floor, New York, New York, 10019. Mr.
Bommer is the managing member of SAB Capital Advisors, L.L.C., which serves
as general partner of SAB Capital Partners, L.P. and SAB Capital Partners
II, L.P. (which in turn collectively hold 10,124,695 shares of Class A
common stock). Mr. Bommer is also the managing member of SAB Capital
Management, L.L.C., which serves as general partner of SAB Overseas Capital
Management,

L.P. (which in turn serves as investment manager to and has investment
discretion over the securities held by a holder of 8,113,049 shares of
Class A common stock).

(16) The equity ownership reported in this table is based upon the holder's
Schedule 13G filed with the SEC on June 3, 2005. The address of the
principal business office of the reporting person is: 399 Park Avenue,
Floor 39, New York, New York 10022. The shares shown consist of: (A)
1,669,400 shares held for the account of Glenview Capital Partners; (B)
5,991,000 shares held for the account of Glenview Capital Master Fund; and
(C) 12,243,100 shares held for the account of Glenview Institutional
Partners, Glenview Capital Management serves as investment manager to each
of Glenview Capital Partners, Glenview Institutional Partners, and Glenview
Capital Master Fund. Glenview Capital GP is the general partner of Glenview
Capital Partners and Glenview Institutional Partners. Glenview Capital GP
also serves as the sponsor of the Glenview Capital Master Fund. Mr. Robbins
is the Chief Executive Officer of Glenview Capital Management and Glenview
Capital GP.

(17) The equity ownership reported in this table is based upon the holder's
Schedule 13G filed with the SEC on May 23, 2005. The business address of
the reporting person is: 1301 First Avenue, Suite 201, Seattle, WA 98101.
Steelhead Partners, LLC acts as general partner of J-K Navigator Fund,
L.P., and J. Michael Johnston and Brian K. Klein act as the member-managers
of Steelhead Partners, LLC. Accordingly, shares shown as beneficially held
by Steelhead Partners, LLC, Mr. Johnston and Mr. Klein include shares
beneficially held by J-K Navigator Fund, L.P.

(18) The equity ownership reported in this table is based on the holder's
Schedule 13G filed with the SEC on September 12, 2005. The address of the
person is: 82 Devonshire Street, Boston, Massachusetts 02109. Fidelity
Management & Research Company is a wholly-owned subsidiary of FMR Corp. and
is the beneficial owner of 35,449,072 shares as a result of acting as
investment adviser to various investment companies and includes: 20,487,601
shares resulting from the assumed conversion of 5.875% senior notes. Edward
C. Johnson 3rd, chairman of FMR Corp., and FMR Corp. each has sole power to
dispose of 38,515,187 shares.

DISSENTERS' RIGHTS

Stockholders who were not afforded an opportunity to consent or otherwise
vote with respect to the Actions have no right under Delaware law to dissent or
require a vote of all stockholders of the Company.

DELIVERY OF DOCUMENTS TO
SECURITY HOLDERS SHARING AN ADDRESS

We will deliver only one copy of this Information Statement to multiple
security holders sharing an address unless we have received contrary
instructions from such security holder(s). If you share an address with another
security holder and would like to receive a separate Information Statement now
or in the future or, if your household currently receives multiple copies of the
Information Statement and you would prefer to receive only one copy of each for
your household, please contact the Company at Charter Plaza, 12405 Powerscourt
Drive, St. Louis, MO 63131, Attention: Investor Relations.

ANNEX A

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION
OF
SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK
OF
CHARTER COMMUNICATIONS, INC.,
A DELAWARE CORPORATION

Charter Communications, Inc., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:

1. Section 2 (entitled "Dividends") of the Certificate of Designation of
Series A Convertible Redeemable Preferred Stock of this corporation, filed with
the Delaware Secretary of State on August 31, 2001 (the "CERTIFICATE OF
DESIGNATION") is hereby deleted in its entirety; and

2. Sections 3 through 9 of the Certificate of Designation are hereby
deleted and replaced in their entirety by the following new Sections 2 through
8:

2. LIQUIDATION, DISSOLUTION OR WINDING UP.

(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of
Series A Preferred Stock then outstanding, on a pro rata basis with the
holders of any class of stock ranking on liquidation on a parity with
the Series A Preferred Stock (such Preferred Stock ranking on
liquidation on parity with the Series A Preferred Stock being referred
to as "PARITY STOCK") then outstanding, shall be entitled to be paid out
of the assets of the Corporation available for distribution to its
stockholders, after and subject to the payment in full of all amounts
required to be distributed to the holders of any Preferred Stock of the
Corporation ranking on liquidation prior and in preference to the Series
A Preferred Stock (such Preferred Stock that is senior to the Series A
Preferred Stock being referred to hereinafter as"SENIOR STOCK") upon
such liquidation, dissolution or winding up, but before any payment
shall be made to the holders of Class A Common Stock ( "COMMON STOCK"),
Class B Common Stock or any other stock ranking on liquidation junior to
the Series A Preferred Stock ("JUNIOR STOCK"), an amount initially equal
to $105.4063 per share, which amount shall accrete at the rate of 7.75%
per annum, compounded quarterly, from (but not including) September 30,
2005 (the "LIQUIDATION PREFERENCE"), subject to adjustment in the event
of any stock dividend, stock split, stock distribution or combination
with respect to such shares. If upon any such liquidation, dissolution
or winding up of the Corporation, the remaining assets of the
Corporation available for the distribution to its stockholders after
payment in full of amounts required to be paid or distributed to holders
of any other Senior Stock shall be insufficient to pay the holders of
shares of Series A Preferred Stock the full amount to which they shall
be entitled, the holders of shares of Series A Preferred Stock, and any
Parity Stock, shall share ratably in any distribution of the remaining
assets and funds of the Corporation in proportion to the respective
amounts which would otherwise be payable with respect to the shares held
by them upon such distribution if all amounts payable on or with respect
to said shares were paid in full. Except as set forth in this clause
(a), holders of shares of Series A Preferred Stock shall not be entitled
to any distribution in the event of liquidation, dissolution or winding
up of the Corporation.

(b) The merger or consolidation of the Corporation with or into any
other corporation or entity, or the sale or conveyance of all or
substantially all the assets of the Corporation, shall not be deemed to
be a liquidation, dissolution or winding up of the Corporation for
purposes of this Section 2.

3. VOTING.

(a) General. Except as specifically set forth in the General
Corporation Law of the State of Delaware or provided in the balance of
this Section 3, the holders of shares of the Series A Preferred Stock
shall not be entitled to any voting rights with respect to any matters
voted upon by stockholders.

(b) Voting by Class on Certain Matters. So long as any shares of
the Series A Preferred Stock are outstanding, the Company shall not
amend its Certificate of Incorporation or Bylaws, without the written
consent or the affirmative vote at a meeting called for that purpose of
the holders of a majority of the votes of the shares of Series A
Preferred Stock then outstanding, voting

separately as a class, so as to (i) amend, alter or repeal any of the
provisions of any resolution or resolutions establishing the Series A
Preferred Stock so as to affect adversely the powers, preferences or
special rights of such Series A Preferred Stock or (ii) authorize the
issuance of, or authorize any obligation or security convertible into or
evidencing the right to purchase shares of, any additional class or
series of Senior Stock. Without limiting any of the foregoing, the
Corporation shall have the right to issue any additional class or series
of Parity Stock or Junior Stock without any approval of the shares of
Series A Preferred Stock then outstanding.

4. CONVERSION RIGHTS.

(a) Exercise of Conversion Rights. Each holder of Series A
Preferred Stock shall have the right, at its option, at any time
beginning with that date which is six (6) months after the Closing (as
defined in that certain Agreement and Plan of Merger and Asset Purchase
Agreement as of March 14, 2001, by and among Charter Communications,
Inc. and Cable USA, Inc. (the "MERGER AGREEMENT")) and ending with that
date which is seven (7) years after the Closing, to convert, subject to
the terms and provisions of this Section 4, all or any portion of its
Series A Preferred Stock then outstanding into such number of fully paid
and non-assessable shares of Common Stock as results from dividing the
aggregate Liquidation Preference of all shares of Series A Preferred
Stock to be converted by (ii) the applicable Conversion Price (as
defined in Section 5 below) on the Conversion Date (as defined below).
Such conversion shall be deemed to have been made at the close of
business on the date that the certificate or certificates for shares of
Series A Preferred Stock shall have been surrendered for conversion in
accordance with this Section 4 and written notice shall have been
received as provided in Section 4(b) (the "CONVERSION DATE"), so that
the person or persons entitled to receive the shares of Common Stock
upon conversion of such shares of Series A Preferred Stock shall be
treated for all purposes as having become the record holder or holders
of such shares of Common Stock at such time and such conversion shall be
at the Conversion Price in effect at such time. Upon conversion of any
shares of Series A Preferred Stock pursuant to this Section 4, the
rights of the holder of such shares upon the Conversion Date shall be
the rights of a holder of Common Stock only, and each such holder shall
not have any rights in its former capacity as a holder of shares of
Series A Preferred Stock.

(b) Notice to the Corporation. In order to convert all or any
portion of its outstanding Series A Preferred Stock into shares of
Common Stock, the holder of such Series A Preferred Stock shall deliver
the shares of Series A Preferred Stock to be converted to the
Corporation at its principal office, together with written notice that
it elects to convert those shares of Series A Preferred Stock into
shares of Common Stock in accordance with the provisions of this Section
4. Such notice shall specify the number of shares of Series A Preferred
Stock to be converted and the name or names in which the holder wishes
the certificates for shares of Common Stock to be registered, together
with the address or addresses of the person or persons so named, and, if
so required by the Corporation, shall be accompanied by a written
instrument or instruments of transfer in form reasonably satisfactory to
the Corporation, duly executed by the registered holder of the shares of
Series A Preferred Stock to be converted or by its attorney duly
authorized in writing.

(c) Delivery of Certificate. As promptly as practicable after the
surrender as hereinabove provided of shares of Series A Preferred Stock
for conversion into shares of Common Stock, the Corporation shall
deliver or cause to be delivered to the holder, or the holder's
designees, certificates representing the number of fully paid and
non-assessable shares of Common Stock into which the shares of Series A
Preferred Stock are entitled to be converted, together with a cash
adjustment in respect of any fraction of a share to which the holder
shall be entitled as provided in Section 4(d), and, if less than the
entire number of shares of Series A Preferred Stock represented by the
certificate or certificates surrendered is to be converted, a new
certificate for the number of shares of Series A Preferred Stock not so
converted. So long as any shares of Series A Preferred Stock remain
outstanding, the Corporation shall not close its Common Stock transfer
books. The issuance of certificates for shares of Common Stock upon the
conversion of shares of Series A Preferred Stock shall be made without
charge to the holder for any tax in respect of the issuance of such
certificates (other than any transfer, withholding or other tax if the
shares of Common Stock are to be registered in a name different from
that of the registered holder of Series A Preferred Stock).

(d) Fractional Shares. No fractional shares of Common Stock or
scrip representing fractional shares of Common Stock shall be issued
upon any conversion of any shares of Series A Preferred Stock, but, in
lieu thereof, there shall be paid an amount in cash equal to the same
fraction of the Liquidation Preference.

(e) Reservation of Shares. The Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of
shares of Series A Preferred Stock, the full number of whole shares of
Common Stock then deliverable upon the conversion of all shares of
Series A Preferred Stock then outstanding. The Corporation shall take at
all times such corporate action as shall be necessary in order that the
Corporation may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the conversion of shares of Series A
Preferred Stock in accordance with the provisions of this Section 4.

(f) Shares Validly Issued and Non-Assessable. All shares of Common
Stock that may be issued upon conversion of the Series A Preferred Stock
shall upon issuance by the Corporation be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to
the issuance thereof.

(g) Retirement of Shares. Any shares of Series A Preferred Stock
converted pursuant to the provisions of this Section 4 shall be retired
and given the status of authorized and unissued Preferred Stock,
undesignated as to series, subject to reissuance by the Corporation as
shares of Preferred Stock of one or more series, as may be determined
from time to time by the Board.

(h) Minimum Number of Shares of Series A Preferred Stock to be
Converted. Each holder may only surrender shares of Series A Preferred
Stock for conversion to Common Stock pursuant to Section 4 if the sum of
the aggregate Liquidation Preference of such shares of Series A
Preferred Stock to be converted exceeds $1,000,000; provided, however,
that, notwithstanding this Section 4(h), if the aggregate Liquidation
Preference of all Shares of Series A Preferred Stock held by such holder
of Series A Preferred Stock is less than $1,000,000, such holder of
Series A Preferred Stock may surrender all, but not less then all, of
its shares of Series A Preferred Stock for conversion to Common Stock
pursuant to this Section 4.

(i) Automatic Conversion.

(1) Transfer of Shares. In the event that a holder of shares
of Series A Preferred Stock desires to transfer some or all of such
shares other than to an Affiliate (as defined in the Merger
Agreement), each share of Series A Preferred Stock so transferred
shall automatically convert into the number of fully paid and
non-assessable shares of Common Stock into which such share is then
convertible pursuant to Section 5 hereof automatically and without
further action, immediately upon the transfer of such shares;
provided that the mortgage, pledge or other encumbrance of shares of
the Series A Preferred Stock by a holder thereof to one or more
banks, insurance companies or other financial institutions (each, a
"LENDER") shall not trigger the conversion of such shares until such
Lender forecloses on such shares, if ever.

(2) Mechanics of Conversion. Upon the occurrence of the events
specified above, the outstanding shares of Series A Preferred Stock
shall automatically convert without any further action by the holders
of such shares or the Corporation whether the certificates evidencing
such shares are surrendered to the Corporation or its transfer agent,
and the holders of such converted shares shall surrender the
certificates formerly representing such shares at the office of the
Corporation or of any transfer agent for Common Stock. Thereupon,
there shall be issued and delivered to each such holder, promptly at
such office and in his, her or its name as shown on such surrendered
certificate or certificates, a certificate or certificates for the
number of shares of Common Stock into which such shares of Series A
Preferred Stock were so converted and cash as provided in Section
4(d) above in respect of any fraction of a share of Common Stock
issuable upon such conversion. The Corporation shall not be obligated
to issue certificates evidencing the shares of Common Stock issuable
upon such conversion unless and until certificates evidencing such
shares of Series A Preferred Stock are either delivered to the
Corporation or its transfer agent, as hereinafter provided, or the
holder thereof notifies the Corporation or such transfer agent that
such certificates have been lost, stolen, or destroyed and

executes and delivers an agreement to indemnify the Corporation from
any loss incurred by it in connection therewith.

5. CONVERSION PRICE. As used herein, the "Conversion Price' for the
Series A Preferred Stock shall initially be $24.71 per share of Common
Stock, subject to adjustment as set forth below. The Conversion Price shall
be subject to adjustment from time to time as follows:

(a) Stock Dividends, Subdivisions, Reclassifications or
Combinations. If the Corporation shall (i) declare a dividend or make a
distribution on its Common Stock in shares of its Common Stock, (ii)
subdivide or reclassify the outstanding shares of Common Stock into a
greater number of shares, or (iii) combine or reclassify the outstanding
Common Stock into a smaller number of shares, the Conversion Price in
effect at the time of the record date for such dividend or distribution
or the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted so that the holder of
any shares of Series A Preferred Stock surrendered for conversion after
such date shall be entitled to receive the number of shares of Common
Stock which such holder would have owned or been entitled to receive had
such shares of Series A Preferred Stock been converted immediately prior
to such date. Successive adjustments in the Conversion Price shall be
made whenever any event specified above shall occur.

(b) Other Distributions. In case the Corporation shall fix a
record date for the making of a distribution to all holders of shares of
its Common Stock (i) of shares of stock of any class other than its
Common Stock, (ii) of evidence of indebtedness of the Corporation or any
subsidiary of the Corporation, (iii) of assets, or (iv) of rights or
warrants, then in each such event provisions shall be made so that the
holders of the Series A Preferred Stock shall receive upon conversion
thereof, in addition to the number of shares of Common Stock receivable
thereupon, the amount of (i) shares of such other class than the
Company's stock, (ii) evidence of indebtedness of the Corporation or any
subsidiary of the Corporation, (iii) assets, or (iv) rights or warrants,
as applicable, that they would have received had their shares of Series
A Preferred Stock been converted into Common Stock on the date of such
event and had they thereafter, during the period from the date of such
event to and including the date of conversion, retained such securities
receivable by them as aforesaid during such period, subject to all other
adjustments called for during such period under this under this
Certificate of Designation with respect to the rights of the holders of
the Series A Preferred Stock.

(c) Consolidation, Merger, Sale, Lease or Conveyance or
Reclassifications or Reorganizations. In case the Corporation shall at
any time after the date of issuance of the Series A Preferred Stock
consolidate with, or merge with or into, any other corporation or entity
or engage in any reorganization, recapitalization, sale of all or
substantially all of the Corporation's assets to any entity or any other
transaction which is effected in such a manner that the holders of
Common Stock or Series A Preferred Stock are entitled to receive stock,
securities or assets with respect to or in exchange for the Common Stock
or Series A Preferred Stock, then each share of Series A Preferred Stock
shall after the date of such consolidation, merger, sale, lease or
conveyance or such reclassification, reorganization or other change be
convertible into the number of shares of stock or other securities or
property (including cash) to which the Common Stock issuable (at the
time of such consolidation, merger, sale, lease or conveyance or such
reclassification, recapitalization or other change) upon conversion of
such share of Series A Preferred Stock would have been entitled upon
such consolidation, merger, sale, lease or conveyance or such
reclassification, recapitalization or other change; and if the
applicable event does not constitute a Change in Control, the provisions
set forth in this Section 5 with respect to the rights and interests
thereafter of the holders of the shares of Series A Preferred Stock
shall be appropriately adjusted so as to be applicable, as nearly as may
reasonably be, to any shares of stock or other securities or property
thereafter deliverable on the conversion of the shares of Series A
Preferred Stock.

(d) Notice to Holders. In the event the Corporation shall propose
to take any action of the type described in subsections (a), (b) or (c)
of this Section 5, the Corporation shall give notice to each holder of
shares of Series A Preferred Stock, which notice shall specify the
record date, if any, with respect to any such action and the approximate
date on which such action is to take place. Such notice shall also set
forth such facts with respect thereto as shall be reasonably necessary
to indicate the effect of such action on the Conversion Price and the
number, kind or class of shares or other

securities or property which shall be deliverable upon conversion of
shares of Series A Preferred Stock. In the case of any action which
would require the fixing of a record date, such notice shall be given at
least 15 days prior to the date so fixed, and in the case of all other
action, such notice shall be given at least 20 days prior to the taking
of such proposed action.

(e) Statement Regarding Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Price of the Series A
Preferred Stock pursuant to this Section 5, the Corporation shall
compute such adjustment or readjustment in accordance with the terms
hereof and prepare and furnish to each holder a certificate setting
forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. Each such statement
shall be signed by the Corporation's Chief Financial Officer.

(f) Treasury Stock. For the purposes of this Section 5, the sale
or other disposition of any Common Stock theretofore held in the
Corporation's treasury shall be deemed to be an issuance thereof.

(g) Stockholder Approval. Notwithstanding any other provision in
this Section 5 to the contrary, no adjustment (other than as set forth
in this Section 5(g)) shall be made in the Conversion Price prior to the
receipt by the Corporation of any requisite stockholder approval
required by the rules of the National Association of Securities Dealers,
Inc., if such rules are applicable to such adjustment. If such rules are
applicable, (i) the Conversion Price shall immediately be adjusted to
the maximum extent as would not require stockholder approval under such
rules and (ii) the Corporation shall use its commercially reasonable
efforts to obtain such stockholder approval as soon as reasonably
practicable, including by calling a special meeting of stockholders to
vote on such Conversion Price adjustment.

6. GOOD FAITH. The Corporation shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issuance or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by
the Corporation, but shall at all times in good faith assist in the
carrying out of all the provisions of this Certificate of Designation and
in the taking of all such action as may be necessary or appropriate in
order to protect the conversion and other rights of the holders of the
shares of Series A Preferred Stock against impairment of any kind.

7. REDEMPTION RIGHTS.

(a) The Series A Preferred Stock shall not be redeemable by the
Corporation prior to that date which is three (3) years after the
Closing (the "FIRST CALL DATE"). On and after the First Call Date, to
the extent the Corporation shall have funds legally available for such
payment, the Corporation may redeem at its option shares of Series A
Preferred Stock, at any time in whole or from time to time in part, at a
redemption price per share equal to the Liquidation Preference on the
date fixed for redemption (the "REDEMPTION PRICE").

(b) Upon the date that is seven (7) years after the Closing (the
"MATURITY DATE"), all then outstanding shares of Series A Preferred
Stock shall be redeemed by the Corporation at a redemption price per
share equal to the Redemption Price.

(c) The Company shall redeem in full the Series A Preferred Stock,
at the Redemption Price, on the date of the occurrence of a Change of
Control. "CHANGE OF CONTROL" means a reorganization, merger,
consolidation or other transaction or transactions (whether or not the
Company is a party thereto and specifically including, without
limitation, open market purchases of securities) as a result of which
any person or entity or "group" of persons and/or entities becomes the
"beneficial owner" (as those terms are defined in and construed by
judicial authority under Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended, as that Rule may be amended from time
to time) of Common Stock or options, warrants or other rights to acquire
Common Stock or and Convertible Securities representing in the aggregate
at least 50% of the ordinary voting power of the Company in the election
of directors.

(d) Shares of Series A Preferred Stock which have been issued and
reacquired in any manner, including shares purchased or redeemed, shall
(upon compliance with any applicable provisions of the laws of the State
of Delaware) have the status of authorized and unissued shares of the
class of Preferred Stock undesignated as to series and may be
redesignated and reissued as part of any series

of the Preferred Stock; provided that no such issued and reacquired
shares of Series A Preferred Stock shall be reissued or sold as Series A
Preferred Stock.

8. PROCEDURE FOR REDEMPTION.

(a) In the event that fewer than all the outstanding shares of
Series A Preferred Stock are to be redeemed, the number of shares to be
redeemed shall be determined by the Board of Directors and the shares to
be redeemed shall be selected by lot or pro rata (with any fractional
shares being rounded to the nearest whole share) as may be determined by
the Board of Directors.

(b) In the event the Corporation shall redeem shares of Series A
Preferred Stock, notice of such redemption shall be given by first class
mail, postage prepaid, mailed not less than 30 days nor more than 60
days prior to the redemption date, to each holder of record of the
shares to be redeemed at such holder's address as the same appears on
the stock register of the Corporation; provided that neither the failure
to give such notice nor any defect therein shall affect the validity of
the giving of notice for the redemption of any share of Series A
Preferred Stock to be redeemed except as to the holder to whom the
Corporation has failed to give said notice or except as to the holder
whose notice was defective. Each such notice shall state: the redemption
date (which shall be a date on or after the First Call Date); the number
of shares of Series A Preferred Stock to be redeemed and, if fewer than
all the shares held by such holder are to be redeemed, the number of
shares to be redeemed from such holder; the redemption price; the place
or places where certificates for such shares are to be surrendered for
payment of the redemption price; and that all rights of the holders of
Series A Preferred Stock called for redemption as stockholders of the
Corporation (except the right to receive from the Corporation the
Redemption Price) shall cease on such redemption date.

(c) Notice having been mailed as aforesaid, from and after the
redemption date all rights of the holders of Series A Preferred Stock so
called for redemption as stockholders of the Corporation (except the
right to receive from the Corporation the Redemption Price) shall cease.
Upon surrender in accordance with said notice of the certificates for
any shares so redeemed (properly endorsed or assigned for transfer, if
the Board of Directors of the Corporation shall so require and the
notice shall so state), such share shall be redeemed by the Corporation
at the redemption price aforesaid. In case fewer than all the shares
represented by any such certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares without cost to the
holder thereof.

3. Said Amendment has been duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law, by
approval of the Board of Directors of the corporation and by the
affirmative vote of (i) the holders of at least a majority of the
outstanding shares of Series A Convertible Redeemable Preferred Stock,
voting as a separate class, (ii) the holders of at least a majority of the
outstanding shares of Class B Common Stock entitled to vote thereon, voting
as a separate class, and (iii) the holders of a majority of votes of the
Class A Common Stock and Class B Common Stock, voting together as a single
class, in each case by written consent in lieu of a meeting in accordance
with the provisions of Section 228 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, CHARTER COMMUNICATIONS, INC. has caused this
Certificate of Amendment of Certificate of Designation of Series A Convertible
Redeemable Preferred Stock to be signed by its this
day of , 200 .

CHARTER COMMUNICATIONS, INC.

By:
------------------------------------
[name],
[title]