Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Conn Lance
   2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS INC /MO/ [CHTR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O CHARTER COMMUNICATIONS, INC., 12405 POWERSCOURT DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
11/20/2006
(Street)

ST. LOUIS, MO 63131		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Program (1) 11/20/2006   P   1   11/20/2006   (2) Class A Common Stock 393,030,827 (3) (4) (5) (1) 1 I See Footnote (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Conn Lance
C/O CHARTER COMMUNICATIONS, INC.
12405 POWERSCOURT DRIVE
ST. LOUIS, MO 63131		   X      

Signatures

 /s/ Lance Conn   11/22/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On November 20, 2006, the Reporting Person entered into an agreement (the "Agreement"), effective November 20, 2006, with Vulcan, Inc. ("Vulcan"), the employer of the Reporting Person, pursuant to which the Reporting Person was granted a right to receive a performance-based fee based on the performance of certain direct or indirect assets of the sole shareholder of Vulcan, including the sole shareholder of Vulcan's interests in the Issuer's Class A Common Stock. As a result of the adoption of the plan, the Reporting Person may be deemed to have a pecuniary interest in the shares of Class A Common Stock held directly or indirectly by the sole shareholder of Vulcan.
(2) August 1, 2009, although this date may be earlier or later under certain circumstances pursuant to the terms of the Agreement.
(3) Represents: (1) 29,175,705 shares of Class A Common Stock of the Issuer, (2) 50,000 shares of Class B Common Stock of the Issuer convertible at any time into Class A Common Stock of the Issuer on a one-for-one basis, and (3) 10,000 vested options to acquire shares of Class A Common Stock of the Issuer. Please also see footnotes 4 and 5 for additional information.
(4) In addition to the information described in footnote 3, this number also represents (1): 339,132,031 Class A and C Common Membership Units of Charter Communications Holding Company, LLC ("Holdco") held by corporations controlled by the sole shareholder of Vulcan, which units are exchangeable at any time for Class B Common Stock of the Issuer on a one-for-one basis, which in turn are convertible at any time into Class A Common Stock of the Issuer on a one-for-one basis, and (2) the Subordinated Accreting Note (the "Note") further described in footnote 5.
(5) In addition to the information described in footnotes 3 and 4, this number also represents the Note acquired by a corporation that is controlled by the sole shareholder of Vulcan in exchange for securities of a subsidiary of the Issuer, in settlement of a dispute between the sole shareholder of Vulcan, corporations controlled by the sole shareholder of Vulcan, the Issuer and certain subsidiaries of the Issuer, (i) whose holder may exchange the then-accreted value of the Note for membership units of Holdco, which units may be further converted into Class B Common Stock of the Issuer which may further be converted into shares of Class A Common Stock of the Issuer at any time and (ii) is exchangeable at the option of Holdco for membership units after February 28, 2009 under certain circumstances and is redeemable for cash by the issuer of the Note under certain circumstances. As of December 31, 2005, the Note represented 24,662,333 shares of Class A Common Stock of the Issuer.
(6) The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein, if any.

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