Exhibit 3.2(b)

                1ST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS

                                       OF

                          CHARTER COMMUNICATIONS, INC.

The Amended and Restated Bylaws of the Corporation, are amended as follows
effective November 8, 1999:

                            ARTICLE III - DIRECTORS


     SECTION 3.2 Number; Terms and Vacancies. The number of directors, which
shall constitute the whole Board, shall be fixed at five (5) persons, until
changed from time to time by resolution of the Board or by the stockholders. Any
vacancies on the Board resulting from death, resignation, disqualification,
removal or other cause shall be filled in the manner provided in the Certificate
of Incorporation.








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                            CERTIFICATE OF SECRETARY

     The undersigned certifies:

     (1) That the undersigned is duly elected and acting Assistant Secretary of
Charter Communications Inc., a Delaware corporation; and

     (2) That the foregoing Amendment No. 1 to the Bylaws of the Corporation
was adopted by the Board on the 4th day of November, 1999, and to be effective
on November 8, 1999, immediately following pricing of the Corporation's initial
public offering.

          IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of the Corporation this 8th day of November 1999.


                                             /s/ Marcy Lifton
                                             -----------------------------------
                                             Marcy Lifton, Assistant Secretary



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