8-K

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                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



        Date of report (Date of earliest event reported): January 6, 2000
                                                          ---------------



                          CHARTER COMMUNICATIONS, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)


                                    Delaware
                                    --------
         (State or Other Jurisdiction of Incorporation or Organization)



            000-27927                                    43-1857213
            ---------                                    ----------
      Commission File Number                          (Federal Employer
                                                   Identification Number)


12444 Powerscourt Drive - Suite 400
St. Louis, Missouri                                      63131
- -----------------------------------                      -----
(Address of Principal Executive Offices)                 (Zip Code)

(Registrant's telephone number, including area code)     (314) 965-0555






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ITEM 5   OTHER ITEMS

     On January 6, 2000, Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation, both beneficially owned
subsidiaries of Charter Communications, Inc. (collectively, the "Issuers"),
announced that they had entered into an agreement to sell $675.0 million of
10.00% Senior Notes due 2009, $325.0 million of 10.25% Senior Notes due 2010 and
11.75% Senior Discount Notes due 2010 with a principal amount at maturity of
$532.0 million. The sale of the notes provided gross proceeds to the Issuers of
approximately $1.3 billion. The net proceeds of the offering will be used to
repay debt, including notes that will be put to the Issuers' subsidiaries in
change of control offers that are pending or anticipated. Funding closed on
January 12, 2000.

     A copy of the press release announcing the contemplated financing is being
filed as Exhibit 99.1 with this report.




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ITEM 7   EXHIBITS

         (a)  Exhibits.

              99.1    Press release dated December 27, 1999.*

- ----------------
*filed herewith


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Communications, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.




                                    CHARTER COMMUNICATIONS, INC.,
                                    registrant




Dated January 13, 2000              By:    /s/ KENT D. KALKWARF
                                           --------------------
                                           Name:  Kent D. Kalkwarf
                                           Title: Senior Vice President and
                                                  Chief Financial Officer
                                                  (Principal Financial Officer
                                                  and Principal Accounting
                                                  Officer)

EX-99.1

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                                                                    EXHIBIT 99.1

[CHARTER COMMUNICATIONS LOGO]


FOR IMMEDIATE RELEASE


                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
                        ISSUES $1.3 BILLION SENIOR NOTES

ST. LOUIS, MO, JANUARY 6, 2000 -- Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation today announced that they
had entered into an agreement to sell $675,000,000 of 10% Senior Notes due 2009,
$325,000,000 of 10.25% Senior Notes Due 2010 and 11.75% Senior Discount Notes
Due 2010 with a principal amount at maturity of $532,000,000. The sale of the
notes will provide gross proceeds to the issuers of approximately
$1,300,000,000. The transaction size was increased from the $900,000,000
originally sought by the issuers. The net proceeds of the offering will be used
to repay debt, including notes that will be put to the issuers' subsidiaries in
change of control offers that are pending or anticipated.

Charter is the fourth largest operator of cable television systems in the United
States, serving approximately 6.2 million customers after giving effect to a
pending acquisition.

Charter New Debt add one-
The notes are being sold to qualified institutional buyers in reliance on Rule
144A.

The notes have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), and, unless so registered, may not be offered or sold in
the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of the notes
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

For More Information Contact:
Ralph G. Kelly
Senior Vice President-Treasurer
314/543-2388
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