Filed Pursuant to
                                                                  Rule 424(b)(3)
                                                   Commission File No. 333-54394

               PROSPECTUS SUPPLEMENT NO. 2 DATED FEBRUARY 20, 2001
                                       TO
             PROSPECTUS DATED FEBRUARY 6, 2001, AS SUPPLEMENTED BY
               PROSPECTUS SUPPLEMENT NO.1 DATED FEBRUARY 16, 2001

                          CHARTER COMMUNICATIONS, INC.

          31,664,667 Issued or Issuable Shares of Class A Common Stock


                          CHARTER COMMUNICATIONS, INC.

                              CLASS A COMMON STOCK

      This Prospectus Supplement No. 2 supplements our prospectus dated February
6, 2001, as supplemented by Prospectus  Supplement No. 1 dated February 16, 2001
(together,  the "Prospectus")  relating to the public offering and sale of up to
31,664,667  issued or issuable  shares of our Class A common stock by certain of
our shareholders, or, among other things, the loan of shares to a broker-dealer,
and the sale of the shares so loaned.

      This  Prospectus  Supplement No. 2 should be read in conjunction  with the
Prospectus,  and this  Prospectus  Supplement No. 2 is qualified by reference to
the Prospectus except to the extent that information herein contained supersedes
the  information  contained in the  Prospectus.  Capitalized  terms used in this
Prospectus  Supplement No. 2 and not otherwise  defined herein have the meanings
specified in the Prospectus.

                             SELLING SECURITYHOLDERS

      The information set forth under the heading "Selling  Securityholders"  is
supplemented as follows:

      CSC Charter Holdings II, Inc. and CSC Charter Holdings III, Inc. (the "CSC
Stockholders")  each  entered into  separate  stock loan  agreements  with Bear,
Stearns  International Limited ("BSIL"), a U.K.  broker-dealer.  BSIL may borrow
and sell the full  number of shares of our Class A common  stock held by the CSC
Stockholders on terms agreed with the respective counterparty.  Separately, each
of the CSC Stockholders has entered into a forward agreement with BSIL, pursuant
to which such CSC  Stockholder  may be required to deliver its shares of Class A
common  stock.  CSC Charter  Holdings II, Inc.  owns  3,724,458  and CSC Charter
Holdings III, Inc. owns 3,724,460 shares of our Class A common stock.







                              PLAN OF DISTRIBUTION

      The information set forth under the caption "Plan of  Distribution" in the
Prospectus is supplemented as follows:

      Bear, Stearns International Limited will sell shares of our Class A common
stock covered by this  Supplement  through its  affiliate,  Bear,  Stearns & Co.
Inc., a United States  broker-dealer,  from time to time in the NASDAQ  National
Market  at  then-current  market  prices.  BSIL  will pay Bear  Stearns  & Co. a
commission of $.06 per share in connection with such sales.  BSIL may enter into
such sales  relating to our Class A common stock in connection  with the Forward
Agreements.  In connection with those Forward Agreements,  BSIL may as principal
earn  profits or incur  losses the extent of which will  depend on,  among other
things, the prices at which its sales of Class A common stock are executed. BSIL
will receive payments at a floating rate of LIBOR plus 50 basis points per annum
on the  notional  amount of the Forward  Agreements.  BSIL may from time to time
enter into lending arrangements with the CSC Stockholders  relating to shares of
Class A Common Stock,  and BSIL will pay fees,  consistent  with current  market
rates, to the CSC Stockholders when it does so. These share lending arrangements
will be entered into at the election of the CSC Stockholders  with the agreement
of BSIL and may be  terminated  by either party at any time.  Further,  BSIL may
from  time to time  enter  into  arrangements  designed  to hedge  the  ultimate
settlement value of the Forward Agreement.  BSIL may realize additional gains or
losses from these hedging  transactions  based upon market  conditions and other
factors,  which  gains,  if any,  may be deemed  underwriting  compensation.  In
addition, the Company and the CSC Stockholders have agreed to indemnify and hold
harmless BSIL and Bear, Stearns & Co. Inc. against certain liabilities under the
Securities  Act that could arise in  connection  with the sale shares of Class A
common stock.

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

SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS TO READ ABOUT IMPORTANT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING THE CONVERTIBLE SENIOR NOTES OR SHARES
OF OUR CLASS A COMMON STOCK.

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

These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor has the Securities
and Exchange Commission or any state securities commission passed upon the
accuracy or adequacy of the prospectus or this prospectus supplement. Any
representation to the contrary is a criminal offense.

          The date of this prospectus supplement is February 20, 2001.