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 2, 2002


                          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)

       12405 Powerscourt Drive
         St. Louis, Missouri                     63131
         -------------------                     -----
(Address of Principal Executive Offices)       (Zip Code)

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







ITEM 7. EXHIBITS

       99.1    Credit Agreement, dated as of March 18, 1999, as amended and
               restated as of January 2, 2002, among Charter Communications
               Operating, LLC, Charter Communications Holdings, LLC and certain
               lenders and agents named therein*

       99.2    Credit Agreement, dated as of February 2, 1999, as amended and
               restated as of January 2, 2002, among CC VIII Holdings, LLC, CC
               VIII Operating, LLC and certain lenders and agents named therein*



       * filed herewith







                                   SIGNATURES

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


                                    CHARTER COMMUNICATIONS, INC.,
                                    Registrant


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


Dated:  January 24, 2002






                                  EXHIBIT INDEX

Exhibit
Number            Description
------            -----------
99.1              Credit Agreement, dated as of March 18, 1999, as amended and
                  restated as of January 2, 2002, among Charter Communications
                  Operating, LLC, Charter Communications Holdings, LLC and
                  certain lenders and agents named therein.

99.2              Credit Agreement, dated as of February 2, 1999, as amended and
                  restated as of January 2, 2002, among CC VIII Holdings, LLC,
                  CC VIII Operating, LLC and certain lenders and agents named
                  therein.