As filed pursuant to Rule 424(b)(3)

Registration Statement File No. 333-121561

PROSPECTUS SUPPLEMENT NO. 7

DATED DECEMBER 14, 2005

Charter Communications, Inc.

This document supplements the Prospectus, dated July 19, 2005, Prospectus Supplement No. 1, dated August 9, 2005, Prospectus Supplement No. 2, dated August 30, 2005,  Prospectus Supplement No. 3, dated September 15, 2005, Prospectus Supplement No. 4, dated September 23, 2005, Prospectus Supplement No. 5, dated October 18, 2005 and Prospectus Supplement No. 6, dated November 10, 2005 (collectively, the "Prospectus"), relating to the resale by certain holders of up to $862,500,000 aggregate principal amount of Charter Communications, Inc.’s 5.875% convertible senior notes due 2009 (the "Notes") and shares of common stock issuable upon conversion thereof.

This Prospectus Supplement relates to the resale by the holders of the Notes.

The Prospectus is hereby amended by the information contained in the attached Current Reports on Form 8-K filed on November 14, 2005, November 28, 2005 and December 13, 2005.  In addition, the information appearing in the Selling Securityholder table included in this Prospectus Supplement, as of the date hereof, supersedes the information in the table appearing under the heading "Selling Securityholders" in the Prospectus.

If the information in this Prospectus Supplement is inconsistent with any information contained in the Prospectus or in the reports, proxy statements or other documents previously filed with the Securities and Exchange Commission (collectively, the "SEC Reports") incorporated by reference in the Prospectus or delivered in connection therewith, the Prospectus and/or any SEC Report, as applicable, shall be deemed superseded by this Supplement.

In all other ways, the Prospectus shall remain unchanged.

This Prospectus Supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2005

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)	(I.R.S. Employer Identification Number)

12405 Powerscourt Drive

St. Louis, Missouri   63131

(Address of principal executive offices including zip code)

(314) 965-0555

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 14, 2005, Charter Communications, Inc. ("Charter"), executed an employment agreement with Grier C. Raclin, effective as of October 10, 2005. The agreement provides that Mr. Raclin shall be employed in an executive capacity as Executive Vice President and General Counsel with management responsibility for Charter's legal affairs, governmental affairs, compliance and regulatory functions and to perform such other legal, executive, managerial and administrative duties as are assigned or delegated by the Chief Executive Officer or the equivalent position, at a salary of $425,000, to be reviewed on an annual basis. The agreement also provides for a one time signing bonus of $200,000, the grant of 50,000 restricted shares, an option to purchase 100,000 shares of Charter common stock under the Incentive Stock Plan, an option to purchase 145,800 shares of Charter common stock under the Long Term Incentive portion of the Incentive Stock Plan, and 62,775 performance shares under the Incentive Stock Plan. He shall be eligible to participate in the incentive bonus plan, the 2005 Executive Cash Award Plan, and to receive such other employee benefits as are available to other senior executives. The term of this agreement is two years from the effective date of the agreement. In the event that Mr. Raclin is terminated by Charter without "cause'' or by Mr. Raclin for "good reason,'' as those terms are defined in the employment agreement, Raclin will receive (a), if such termination occurs before the first scheduled payout of the executive cash award plan (unless that failure is due to his failure to execute the required related agreement), or at any time within one year after a change of control as defined in the agreement, two (2) time his salary or (b) if such termination occurs at any other time, his salary for the remainder of the term of the agreement or twelve months' salary, whichever is greater; a pro rata bonus for the year of termination; a lump sum payment equal to payments due under COBRA for the greater of twelve months or the number of full months remaining in the term of the agreement; and the vesting of options and restricted stock for as long as severance payments are made. The employment agreement contains a one-year non-compete provision (or until the end of the term of the agreement, if longer) in a Competitive Business, as such term is defined in the agreements, and two-year non-solicitation clauses. Mr. Raclin is entitled to relocation assistance pursuant to Charter's executive homeowner relocation plan and the costs for temporary housing until he consummates the purchase of a home in the St. Louis area or August 16, 2006, whichever occurs first.

The full text of Mr. Raclin's employment agreement was previously filed as Exhibit 99.1 to Charter's Current Report on Form 8-K filed on November 14, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibit is filed pursuant to Item 1.01:

Exhibit Number	Description
99.1	Employment Agreement of Grier C. Raclin (Exhibit 99.1 is not included in this Prospectus Supplement).

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2005

 

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)	(I.R.S. Employer Identification Number)

12405 Powerscourt Drive

St. Louis, Missouri   63131

(Address of principal executive offices including zip code)

(314) 965-0555

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Effective November 21, 2005, Charter Communications, Inc. (“Charter") entered into an underwriting agreement with Citigroup Global Markets Inc. pursuant to which Charter agreed to issue to the underwriter 67,741,300 shares of Class A common stock in a registered public offering. The issuance and sale of the shares under the underwriting agreement was consummated on November 28, 2005.

The shares issued under the underwriting agreement were issued pursuant to a share lending agreement, pursuant to which Charter had previously agreed to loan to the underwriter, acting as agent for Citigroup Global Markets Limited, up to 150 million shares of Class A common stock. Accordingly, under the underwriting agreement, Charter did not receive any of the proceeds from the sale of this Class A common stock. However, under the underwriting agreement, Charter received a loan fee of $.001 for each share that it issued to the underwriter.

The underwriting agreement was previously filed as Exhibit 99.1 to Charter's Current Report on Form 8-K filed on November 28, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number	Description
99.1	Underwriting Agreement dated November 21, 2005 (Exhibit 99.1 is not included in this Prospectus Supplement).

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2005

 

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)	(I.R.S. Employer Identification Number)

12405 Powerscourt Drive

St. Louis, Missouri   63131

(Address of principal executive offices including zip code)

(314) 965-0555

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 9, 2005, Charter Communications, Inc. ("Charter") executed an employment agreement with Robert A. Quigley. The agreement provides that Mr. Quigley shall be employed in an executive capacity to perform such executive, managerial and administrative duties as are assigned or delegated by the President and Chief Executive Officer or the designee thereof, at a salary of $450,000. He shall be eligible to participate in the incentive bonus plan, stock option plan and to receive such other employee benefits as are available to other senior executives. The term of this agreement is two years from the effective date of the agreement. In the event that Mr. Quigley is terminated by Charter without "cause'' or by Mr. Quigley for "good reason,'' as those terms are defined in the employment agreement, Mr. Quigley will receive his salary for the remainder of the term of the agreement or twelve months' salary, whichever is greater; a pro rata bonus for the year of termination; a lump sum payment equal to payments due under COBRA for the greater of twelve months or the number of full months remaining in the term of the agreement; and the vesting of options and restricted stock for as long as severance payments are made. The employment agreement contains a one-year non-compete provision (or until the end of the term of the agreement, if longer) in a Competitive Business, as such term is defined in the agreements, and two-year non-solicitation clauses.

The full text of Mr. Quigley's employment agreement was previously filed as Exhibit 99.1 to Charter's Current Report on Form 8-K filed on December 13, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number	Description
99.1	Employment Agreement of Robert A. Quigley (Exhibit 99.1 is not included in this Prospectus Supplement).

The information appearing in the table below, as of the date hereof, supersedes the information in the table appearing under the heading "Selling Securityholders" in the Prospectus:

					Shares of Class A
	Convertible Senior Notes				Common Stock
					Shares of
					Class A
			Principal		Common
	Amount of		Amount of		Stock
	Notes Owned		Notes That		Owned		Shares That
Selling Securityholder	Before Offering		May Be Sold		Before Offering		May Be Sold
ADAR Investment Fund LTD	$	22,145,000	$	22,145,000		9,150,825		9,150,825
AG Offshore Convertibles, Ltd.	$	30,500,000	$	30,500,000		12,603,304		12,603,304
AHFP Context	$	300,000	$	300,000		123,966		123,966
Akanthos Arbitrage Master Fund, LP	$	16,000,000	$	16,000,000		6,611,569		6,611,569
Argent Classic Convertible Arbitrage Fund L.P.	$	2,590,000	$	2,590,000		1,070,247		1,070,247
Argent Classic Convertible Arbitrage Fund II, L.P.	$	350,000	$	350,000		144,625		144,628
Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd.	$	7,670,000	$	7,670,000		3,169,421		3,169,421
Argent Opportunities Fund LLC	$	150,000	$	150,000		61,983		61,983
Banc of America Securities LLC (1)	$	350,000	$	350,000		144,628		144,628
Basso Fund Ltd.	$	2,392,000	$	2,392,000		988,429		988,429
Basso Holdings Ltd.	$	5,290,000	$	5,290,000		2,185,950		2,185,950
Basso Multi-Strategy Holding Fund Ltd.	$	11,290,000	$	11,290,000		4,665,288		4,665,288
BBT Fund, L.P.	$	3,000,000	$	3,000,000		1,239,669		1,239,669
Bear, Stearns & Co., Inc. (1)	$	1,000,000	$	1,000,000		413,223		413,223
Canyon Balanced Equity Master Fund, Ltd.	$	375,000	$	375,000		154,958		154,958
Canyon Value Realization Fund L.P.	$	760,000	$	760,000		314,049		314,049
Canyon Value Realization MAC 18, Ltd.	$	35,000	$	35,000		14,462		14,462
CC Convertible Arbitrage, Ltd.	$	4,950,000	$	4,950,000		2,045,454		2,045,454
Citadel Equity Fund Ltd.	$	10,000,000	$	10,000,000		4,132,231		4,132,231
Citigroup Global Markets, Inc.(1)	$	23,751,000	$	23,751,000		9,814,461		9,814,461
Citigroup Global Markets Ltd.(1)	$	141,387,000	$	141,387,000		58,424,374		58,424,374
CNH CA Master Account, L.P.	$	1,500,000	$	1,500,000		619,834		619,834
Concentrated Alpha Partners, L.P.	$	1,050,000	$	1,050,000		433,884		433,884
Context Convertible Arbitrage Fund, LP	$	1,725,000	$	1,725,000		712,809		712,809
Context Convertible Arbitrage Offshore, Ltd.	$	5,400,000	$	5,400,000		2,231,404		2,231,404
Corporate High Yield III, Inc.	$	945,000	$	945,000		390,495		390,495
Corporate High Yield V, Inc.	$	1,555,000	$	1,555,000		642,561		642,561
Corporate High Yield VI, Inc.	$	1,625,000	$	1,625,000		671,487		671,487
Corporate High Yield Fund, Inc.	$	875,000	$	875,000		361,570		361,570
Credit Suisse First Boston Europe LTD (1)	$	25,000,000	$	25,000,000		10,330,577		10,330,577
Credit Suisse First Boston LLC (1)	$	3,000,000	$	3,000,000		1,239,669		1,239,669
CRT Capital Group LLC (1)	$	7,300,000	$	7,300,000		3,016,528		3,016,528
CSS, LLC	$	1,500,000	$	1,500,000		619,834		619,834
DBAG London	$	13,600,000	$	13,600,000		5,619,834		5,619,834
D.E. Shaw Investment Group, L.L.C.	$	400,000	$	400,000		165,289		165,289
D.E. Shaw Valence Portfolios, L.L.C.	$	3,100,000	$	3,100,000		1,280,991		1,280,991
Deephaven Domestic Convertible Trading Ltd.	$	4,650,000	$	4,650,000		1,921,487		1,921,487
Delaware Delchester Fund	$	1,080,000	$	1,080,000		446,280		446,280
Delaware Diversified Income Fund	$	415,000	$	415,000		171,487		171,487
Delaware Dividend Income Fund	$	500,000	$	500,000		206,611		206,611
Delaware Group Equity Funds I-Delaware Balanced Fund Series	$	10,000	$	10,000		4,132		4,132
Delaware High-Yield Opportunities Fund	$	290,000	$	290,000		119,834		119,834
Delaware VIP Diversified Income Series	$	45,000	$	45,000		18,595		18,595
Delaware VIP High Yield Series	$	655,000	$	655,000		270,661		270,661
Deutsche Bank Securities Inc. (1)	$	4,584,000	$	4,584,000		1,894,214		1,894,214
Dividend & Income Fund	$	165,000	$	165,000		68,181		68,181
DKR Saturn Multi-Strategy Holding Fund Ltd.	$	2,000,000	$	2,000,000		826,446		826,446
Duma Master Fund, L.P.	$	1,000,000	$	1,000,000		413,223		413,223
Edge Investment Master Fund, LTD	$	3,500	$	3,500		1,446		1,446
Eton Park Fund, L.P.	$	1,872,000	$	1,872,000		773,553		773,553
Eton Park Master Fund, Ltd.	$	2,928,000	$	2,928,000		1,209,917		1,209,917
Fidelity Advisor Series II: Fidelity Advisor High Income Advantage Fund (2)	$	22,580,000	$	22,580,000		9,330,578		9,330,578
Fidelity Financial Trust: Fidelity Convertible Securities Fund (2)	$	11,300,000	$	11,300,000		4,669,421		4,669,421
Fidelity Financial Trust: Fidelity Strategic Dividend & Income Fund (2)	$	700,000	$	700,000		289,256		289,256
Fidelity Management Trust Company on behalf of funds and accounts managed by it (3)	$	7,420,000	$	7,420,000		3,066,115		3,066,115
Finch Tactical Plus Class B	$	200,000	$	200,000		82,644		82,644
Fore Convertible Master Fund, Ltd.	$	1,500,000	$	1,500,000		619,834		619,834
Fore ERISA Fund, Ltd.	$	179,000	$	179,000		73,966		73,966
Fore Multi Strategy Master Fund, Ltd.	$	350,000	$	350,000		144,628		144,628
Fore Opportunity Fund, LP	$	69,000	$	69,000		28,512		28,512
Fore Opportunity Offshore Fund, Ltd	$	231,000	$	231,000		95,454		95,454
Geode U.S. Convertible Arbitrage Fund, aggregated account of Geode Capital Master Fund Ltd.	$	3,000,000	$	3,000,000		1,239,669		1,239,669
Global Dividend & Income Fund	$	40,000	$	40,000		16,528		16,528
Goldman Sachs & Co. (1)	$	47,313,000	$	47,313,000		19,550,824		19,550,824
Grace Brothers, Ltd.	$	1,500,000	$	1,500,000		619,834		619,834
Greywolf Capital Overseas Fund	$	6,475,000	$	6,475,000		2,675,619		2,675,619
Greywolf Capital Partners II LP	$	1,525,000	$	1,525,000		630,165		630,165
Greywolf High Yield Master Fund	$	2,000,000	$	2,000,000		826,446		826,446
Guggenheim Portfolio Company VIII (Cayman), Ltd.	$	1,138,000	$	1,138,000		470,247		470,247
HFR RVA Combined Master Trust	$	125,000	$	125,000		51,652		51,652
Highbridge International LLC	$	36,520,000	$	36,520,000		15,090,907		15,090,907
Institutional Benchmarks Master Fund, Ltd.	$	35,000	$	35,000		14,462		14,462
Kamunting Street Master Fund, LTD	$	22,500,000	$	22,500,000		9,297,519		9,297,519
KBC Financial Products USA Inc.	$	4,885,000	$	4,885,000		2,018,594		2,018,594
KDC Convertible Arbfund L.P.	$	2,000,000	$	2,000,000		826,446		826,446
Laurel Ridge Capital, LP	$	5,000,000	$	5,000,000		2,066,115		2,066,115
LDG Limited	$	322,000	$	322,000		133,057		133,057
Lincoln National Life Insurance Company Separate Account 20	$	590,000	$	590,000		243,801		243,801
Lyxor/ Context Fund Ltd.	$	1,075,000	$	1,075,000		444,214		444,214
Man Mac I, Limited	$	3,391,000	$	3,391,000		1,401,239		1,401,239
Marathon Global Convertible Master Fund Ltd.	$	1,500,000	$	1,500,000		619,834		619,834
Merced Partners Limited Partnership	$	2,500,000	$	2,500,000		1,033,057		1,033,057
Merrill Lynch Bond High Income Fund (1)	$	9,000,000	$	9,000,000		3,719,007		3,719,007
Merrill Lynch Global Investment Series: Income Strategies Fund (1)	$	5,000,000	$	5,000,000		2,066,115		2,066,115
MLIF US High Yield Fund, Inc. (1)	$	500,000	$	500,000		206,611		206,611
ML Master US High Yield Fund, Inc. (1)	$	2,200,000	$	2,200,000		909,090		909,090
Mohican VCA Master Fund, Ltd.	$	500,000	$	500,000		206,611		206,611
Morgan Stanley Convertible Securities Trust	$	800,000	$	800,000		330,578		330,578
MSS Convertible Arbitrage 1 c/o TQA Investors, LLC	$	31,000	$	31,000		12,809		12,809
National Bank of Canada	$	700,000	$	700,000		289,256		289,256
Oppenheimer Convertible Securities Fund	$	1,000,000	$	1,000,000		413,223		413,223
Optimum Fixed Income Fund	$	65,000	$	65,000		26,859		26,859
PIMCO Convertible Fund	$	275,000	$	275,000		113,636		113,636
President and Fellows of Harvard College	$	350,000	$	350,000		144,628		144,628
PSEG Master Employee Benefit Plan Trust	$	200,000	$	200,000		82,644		82,644
Putnam Convertible Income-Growth Trust	$	8,425,000	$	8,425,000		3,481,404		3,481,404
Putnam High Income Bond Fund	$	2,075,000	$	2,075,000		857,437		857,437
Quattro Fund Ltd.	$	1,250,000	$	1,250,000		516,528		516,528
Raytheon Savings & Investment Plan Trust	$	150,000	$	150,000		61,983		61,983
Regiment Capital, Ltd.	$	650,000	$	650,000		268,595		268,595
Ritchie Capital Structure Arbitrage Trading, Ltd.	$	12,000,000	$	12,000,000		4,958,677		4,958,677
Royal Bank of Canada (Norshield) (1)	$	100,000	$	100,000		41,322		41,322
Royal Bank of Ontario	$	2,000,000	$	2,000,000		826,446		826,446
Salomon Brothers Asset Management, Inc. (1)	$	9,350,000	$	9,350,000		3,863,635		3,863,635
Saranac Capital Management L.P. on behalf of Citigroup Alternative Investments Diversified Arbitrage Strategies Fund Ltd.	$	357,000	$	357,000		147,520		147,520
Saranac Capital Management L.P. on behalf of Citigroup Alternative Investments Enhanced Arbitrage Strategies Fund	$	65,000	$	65,000		26,859		26,859
Saranac Capital Management L.P. on behalf of Citigroup Alternative Investments QIP Multi Strategy Arbitrage Portfolio	$	1,692,000	$	1,692,000		699,173		699,173
Saranac Capital Management L.P. on behalf of Saranac Erisa Arbitrage LTD	$	698,000	$	698,000		288,429		288,429
Saranac Capital Management L.P. on behalf of Saranac Erisa Arbitrage LP	$	48,000	$	48,000		19,834		19,834
Saranac Capital Management L.P. on behalf of Saranac Arbitrage LTD	$	40,000	$	40,000		16,528		16,528
Satellite Asset Management, L.P.	$	12,300,000	$	12,300,000		5,082,644		5,082,644
Severn River Master Fund, Ltd.	$	8,000,000	$	8,000,000		3,305,784		3,305,784
Sphinx Convertible Arbitrage Fund SPC	$	350,000	$	350,000		144,628		144,628
Sphinx Fund c/o TQA Investors, LLC	$	496,000	$	496,000		204,958		204,958
Sphinx Special Situations Fund SPC	$	35,000	$	35,000		14,462		14,462
SRI Fund, L.P.	$	180,000	$	180,000		74,380		74,380
St. Albans Partners Ltd.	$	1,000,000	$	1,000,000		413,223		413,223
Sturgeon Limited	$	71,000	$	71,000		29,338		29,338
Susquehanna Capital Group	$	6,980,000	$	6,980,000		2,884,297		2,884,297
SuttonBrook Capital Portfolio LP	$	12,500,000	$	12,500,000		5,165,288		5,165,288
Tamarack International, Ltd.	$	2,500,000	$	2,500,000		1,033,057		1,033,057
Tempo Master Fund, LP	$	2,000,000	$	2,000,000		826,446		826,446
Tenor Opportunity Master Fund Ltd.	$	4,200,000	$	4,200,000		1,735,537		1,735,537
The Canyon Value Realization Fund (Cayman) Ltd.	$	2,260,000	$	2,260,000		933,884		933,884
The High-Yield Bond Portfolio	$	15,000	$	15,000		6,198		6,198
TQA Master Fund, Ltd.	$	2,836,000	$	2,836,000		1,171,900		1,171,900
TQA Master Plus Fund, Ltd.	$	4,551,000	$	4,551,000		1,880,578		1,880,578
Tribeca Global Convertible Investments LTD	$	12,000,000	$	12,000,000		4,958,677		4,958,677
UBS AG London Branch	$	45,500,000	$	45,500,000		18,801,651		18,801,651
UBS AG London F/ B/ O HFS	$	5,000,000	$	5,000,000		2,066,115		2,066,115
UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master Limited	$	6,000,000	$	6,000,000		2,479,338		2,479,338
Univest Convertible Arbitrage Fund II Ltd. (Norshield)	$	100,000	$	100,000		41,322		41,322
Van Kampen Harbor Fund	$	1,200,000	$	1,200,000		495,867		495,867
Whitebox Convertible Arbitrage Partners, L.P.	$	3,000,000	$	3,000,000		1,239,669		1,239,669
Whitebox Hedged High Yield Partners, L.P.	$	1,000,000	$	1,000,000		413,223		413,223
White River Securities LLC	$	1,000,000	$	1,000,000		413,223		413,223
Wolverine Convertible Arbitrage Fund Limited	$	250,000	$	250,000		103,305		103,305
World Income Fund, Inc.	$	800,000	$	800,000		330,578		330,578
Yield Strategies Fund I, L.P.	$	500,000	$	500,000		206,611		206,611
Yield Strategies Fund II, L.P.	$	500,000	$	500,000		206,611		206,611
Zurich Institutional Benchmarks Master Fund Ltd. c/o TQA Investors, LLC	$	696,000	$	696,000		287,603		287,603

(1) These entities and/or their affiliates have provided, and may from time to time provide, investment banking services to Charter Communications, Inc. and its subsidiaries, including, among other things, acting as lead and/or co-manager with respect to offerings of debt and equity securities.

(2) The entity is a registered investment fund (the "Fund") advised by Fidelity Management & Research Company ("FMR Co."), a registered investment adviser under the Investment Advisers Act of 1940, as amended. FMR Co., 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 14,961,471 shares (not including the shares into which the notes are convertible) of the Common Stock outstanding of the Company as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940.

Edward C. Johnson 3d, FMR Corp., through its control of FMR Co., and the Fund each has sole power to dispose of the Securities owned by the Fund.

Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fund, which power resides with the Fund’s Board of Trustees.

The Fund is an affiliate of a broker-dealer. The Fund purchased the Securities in the ordinary course of business and, at the time of the purchase of the Securities to be resold, the Fund did not have any agreements or understandings, directly or indirectly, with any person to distribute the notes or conversion shares.

(3) Shares indicated as owned by such entity are owned directly by various private investment accounts, primarily employee benefit plans for which Fidelity Management Trust Company ("FMTC") serves as trustee or managing agent. FMTC is a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended. FMTC is the beneficial owner of 0 shares (not including the shares into which the notes are convertible) of the Common Stock outstanding of the Company as a result of its serving as investment manager of the institutional account(s).

Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 0 shares and sole power to vote or to direct the voting of 0 shares of Common Stock owned by the institutional account(s) as reported above.

If, after the date of this prospectus, a secuityholder notifies us pursuant to the registration rights agreement of its intent to dispose of convertible senior notes pursuant to the registration statement, we may supplement this prospectus to include that information.