Exhibit 3.2(d)

                3RD AMENDMENT TO THE AMENDED AND RESTATED BYLAWS

                                       OF

                          CHARTER COMMUNICATIONS, INC.

The Amended and Restated Bylaws of the Corporation, are amended as follows
effective June 6, 2001:

                            ARTICLE III - DIRECTORS

      SECTION 3.2 Number; Terms and Vacancies. The number of directors, which
shall constitute the whole Board, shall be fixed at eight (8) 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. 3 to the Bylaws of the Corporation
was adopted by the Board on the 6th day of June 2001, to be effective June 6,
2001.

          IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of the Corporation this 6th day of June 2001.


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




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