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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 5, 2001
                                                          ---------------




                          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 5, 2001, Charter Communications Holdings, LLC ("Charter
Holdings") 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
$900.0 million of 10.75% Senior Notes due 2009, $500.0 million of 11.125%
Senior Notes due 2011 and $350.6 million of 13.5% Senior Discount Notes due
2011 with a principal amount at maturity of $675.0 million (collectively, the
"Notes"). The sale of the Notes will provide gross proceeds to the Issuers of
approximately $1.75 billion. The transaction size was increased from the $850.0
million originally sought by the Issuers.

         The net proceeds of the offering will be used to repay $272.5 million
that remains outstanding under the August 2000 $1.0 billion senior bridge loan
of Charter Holdings and to repay a portion of amounts outstanding under the
revolving credit facilities of certain subsidiaries of the Issuers. Funding is
anticipated to close on January 10, 2001.

     A copy of the press release announcing the 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 January 5, 2001.*

----------------
*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 5, 2001               By:  /s/ KENT D. KALKWARF
                                         -------------------------
                                         Name:    Kent D. Kalkwarf
                                         Title:   Executive Vice President and
                                                  Chief Financial Officer
                                                  (Principal Financial Officer
                                                  and Principal Accounting
                                                  Officer)




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                                  EXHIBIT INDEX


99.1   Press release dated January 5, 2001