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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D


Under the Securities Exchange Act of 1934 
(Amendment No. 
8)*


CHARTER COMMUNICATIONS, INC.









(Name of Issuer)


CLASS A COMMON STOCK









(Title of Class of Securities)
16117M107









(CUSIP Number)


Gregory P. Landis


Vulcan Cable III Inc.


505 Fifth Avenue South, Suite 900


Seattle, Washington 98104


(206) 342-2000









(Name, Address and Telephone Number of Person
Authorized to 
Receive Notices and Communications)
					


October 31, 2005









(Date of Events which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 
  13G to report the acquisition that is the subject of this Schedule 13D, and is 
  filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 
  check the following box. [ ] 


Note: Schedules filed in paper format shall include a signed 
  original and five copies of the schedule, including all exhibits. See 
  Section 240.13d-7 for other parties to whom copies are to be sent. 


* The remainder of this cover page shall be filled out for a 
  reporting person's initial filing on this form with respect to the subject 
  class of securities, and for any subsequent amendment containing information 
  which would alter disclosures provided in a prior cover page. 


The information required on the remainder of this cover page shall 
  not be deemed to be "filed" for the purpose of Section 18 of the Securities 
  Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that 
  section of the Act but shall be subject to all other provisions of the Act 
  (however, see the Notes).







  

    
      
CUSIP No. 16117M107

  

    
      

      

    

  

    
      


    
      
1.

    
      
Names of Reporting Persons. I.R.S. Identification Nos. of above persons 
      (entities only).

  

    
      


    
      


    
      
Paul G. Allen

  

    
      

      

    

  

    
      


    
      
2.

    
      
Check the Appropriate Box if a Member of a Group (See 
      Instructions)

  

    
      


    
      


    
      
(a)

    
      
[X]

  

    
      


    
      


    
      
(b)

    
      
[ ]

  

    
      

      

    

  

    
      


    
      
3.

    
      
SEC Use Only 
      ...........................................................................................................................

  

    
      

      

    

  

    
      


    
      
4.

    
      
Source of Funds (See Instructions) 

      
PF

  

    
      

      

    

  

    
      


    
      
5.

    
      
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 
      2(d) or 2(e) [ ]

  

    
      

      

    

  

    
      


    
      
6.

    
      
Citizenship or Place of Organization 

      
United States of America

  

    
      

      

    

  

    
      
Number of
Shares
Beneficially
Owned 
      by
Each
Reporting
Person With

     
     

  

    
      
7.

    
      
Sole Voting Power

      
392,457,530 SHARES (1) 

  

    
      

      

    

  

    
      
8.

    
      
Shared Voting Power 

      
-0- Shares

  

    
      

      

    

  

    
      
9.

    
      
Sole Dispositive Power

      
392,457,530 SHARES (1)

  

    
      

      

    

  

    
      
10.

    
      
Shared Dispositive Power

      
-0- Shares

  

    
      

      

    

  

    
      


    
      
11.

    
      
Aggregate Amount Beneficially Owned by Each Reporting Person 

      
392,457,530 SHARES (1)

  

    
      

      

    

  

    
      


    
      
12.

    
      
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See 
      Instructions) [ ]

  

    
      

      

    

  

    
      


    
      
13.

    
      
Percent of Class Represented by Amount in Row (11) 

      
55.1% beneficial ownership of Class A Common Stock (2) / 92.0% voting 
      power (3) 

  

    
      

      

    

  

    
      


    
      
14.

    
      
Type of Reporting Person (See Instructions)

      
IN

  

    
      

      

    





(1) Represents (A) 29,126,463 shares of Class A Common Stock of the Issuer 
held directly by Mr. Allen, (B) 10,000 vested options to acquire shares of Class 
A Common Stock of the Issuer,  (C)  39,036 shares of unvested restricted stock, and (D) shares of Class A Common Stock of the 
Issuer into which the following interests may be converted: (a) 50,000 shares of 
Class B Common Stock of the Issuer held directly by Paul G. Allen, (b) 
106,715,233 Class A Common Membership Units ("Class A Units") of Charter 
Communications Holding Company, LLC ("Charter Holdco") held by Vulcan Cable III 
Inc. ("Vulcan"), (c) 241,685,246 Class A Units of Charter Holdco held by Charter 
Investment, Inc. ("CII") including the exchange of the CCHC Note into 24,100,000 Class A Units  (See Item 6(c)), (d) 9,597,940 Class C Common Membership Units ("Class 
C Units") of Charter Holdco held by Vulcan and (e) 5,233,612 Class C Common 
Membership Units ("Class C Units") of Charter Holdco held by CII. Each of Vulcan 
and CII has an exchange option with the Issuer giving it the right, at any time, 
to exchange both its Class A Units and Class C Units (the Class A Units and the 
Class C Units collectively, the "Class B Common Stock Equivalents") for shares 
of Class B Common Stock of the Issuer on a one-for-one basis. Class B Common 
Stock of the Issuer is convertible at any time into Class A Common Stock of the 
Issuer on a one-for-one basis. Mr. Allen is the sole stockholder of Vulcan and 
of CII. Mr. Allen is therefore deemed to have beneficial ownership of all of the 
Class B Common Stock Equivalents held by Vulcan and CII. Because Mr. Allen is 
the ultimate controlling person of both Vulcan and CII, he is a beneficial owner 
who effectively has sole voting power with respect to the Class B Common Stock 
Equivalents held by each entity; however, because each such controlled entity is 
the record holder of such Class B Common Stock Equivalents, these controlled 
entities may be deemed to share voting power with Mr. Allen over such Class B 
Common Stock Equivalents. 


(2) The calculation of the percentage assumes that: (i) the 50,000 shares of 
Class B Common Stock held by Mr. Allen have been converted into shares of Class 
A Common Stock and (ii) all Class B Common Stock Equivalents held by Vulcan and 
CII or that Vulcan and CII have the right to acquire within 60 days of 
October 31, 2005 (the "Reporting Date") have been exchanged for shares of 
Class A Common Stock.


(3) Each share of Class B Common Stock of the Issuer has the right to a 
number of votes determined by multiplying (i) ten, and (ii) the sum of (1) the 
total number of shares of Class B Common Stock outstanding, and (2) the 
aggregate number of Class B Common Stock Equivalents, and dividing the product 
by the total number of shares of Class B Common Stock outstanding. The 
calculation of this percentage assumes that Mr. Allen's equity interests are 
retained in the form that maximizes voting power (i.e., the 50,000 shares of 
Class B Common Stock held by Mr. Allen have not been converted into shares of 
Class A Common Stock and that the Class B Common Stock Equivalents beneficially 
owned by Mr. Allen through Vulcan and CII have not been exchanged for shares of 
Class B Common Stock or Class A Common Stock). 







  

    
      
CUSIP No. 16117M107

  

    
      

      

    

  

    
      


    
      
1.

    
      
Names of Reporting Persons. I.R.S. Identification Nos. of above persons 
      (entities only).

  

    
      


    
      


    
      
Vulcan Cable III Inc.

  

    
      

      

    

  

    
      


    
      
2.

    
      
Check the Appropriate Box if a Member of a Group (See 
      Instructions)

  

    
      


    
      


    
      
(a)

    
      
[X]

  

    
      


    
      


    
      
(b)

    
      
[ ]

  

    
      

      

    

  

    
      


    
      
3.

    
      
SEC Use Only 
      ...........................................................................................................................

  

    
      

      

    

  

    
      


    
      
4.

    
      
Source of Funds (See Instructions) 

      
AF

  

    
      

      

    

  

    
      


    
      
5.

    
      
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 
      2(d) or 2(e) [ ]

  

    
      

      

    

  

    
      


    
      
6.

    
      
Citizenship or Place of Organization 

      
State of Washington

  

    
      

      

    

  

    
      
Number of
Shares
Beneficially
Owned 
      by
Each
Reporting
Person With

     
     

  

    
      
7.

    
      
Sole Voting Power

      
-0-

  

    
      

      

    

  

    
      
8.

    
      
Shared Voting Power 

      
116,313,173 SHARES (1)

  

    
      

      

    

  

    
      
9.

    
      
Sole Dispositive Power

      
-0- 

  

    
      

      

    

  

    
      
10.

    
      
Shared Dispositive Power

      
116,313,173 SHARES (1) 

  

    
      

      

    

  

    
      


    
      
11.

    
      
Aggregate Amount Beneficially Owned by Each Reporting Person 

      
116,313,173 SHARES (1)

  

    
      

      

    

  

    
      


    
      
12.

    
      
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See 
      Instructions) [ ]

  

    
      

      

    

  

    
      


    
      
13.

    
      
Percent of Class Represented by Amount in Row (11) 

      
25.0% beneficial ownership of Class A Common Stock (2) / 0.0% voting 
      power (3) 

  

    
      

      

    

  

    
      


    
      
14.

    
      
Type of Reporting Person (See Instructions)

      
CO

  

    
      

      

    





(1) Represents Class A Common Membership Units ("Class A Units") and Class C 
Common Membership Units ("Class C Units" and together with the Class A Units, 
the "Class B Common Stock Equivalents") of Charter Communications Holding 
Company, LLC ("Charter Holdco") directly held by Vulcan Cable III Inc. 
("Vulcan"). Vulcan has an exchange option with the Issuer giving it the right, 
at any time, to exchange its Class B Common Equivalents for shares of Class B 
Common Stock of the Issuer on a one-for-one basis. Class B Common Stock of the 
Issuer is convertible at any time into Class A Common Stock of the Issuer on a 
one-for-one basis. Paul G. Allen is the sole stockholder of Vulcan and is 
therefore deemed to have beneficial ownership of all of the Class B Common 
Equivalents that Vulcan Cable III Inc. owns. Because Mr. Allen is the ultimate 
controlling person of Vulcan, he is a beneficial owner who effectively has sole 
voting power with respect to the Class B Common Stock Equivalents held by 
Vulcan; however, because Vulcan is the record holder of such Class B Common 
Stock Equivalents, Vulcan may be deemed to share voting power with Mr. Allen 
over such Class B Common Stock Equivalents. 


(2) The calculation of this percentage assumes that all Class B Common Stock 
Equivalents held by Vulcan or that Vulcan has the right to acquire within 60 
days of October 31, 2005 (the "Reporting Date") have been exchanged for 
shares of Class A Common Stock. 


(3) Each share of Class B Common Stock of the Issuer has the right to a 
number of votes determined by multiplying (i) ten, and (ii) the sum of (1) the 
total number of shares of Class B Common Stock outstanding, and (2) the 
aggregate number of Class B Common Stock Equivalents, and dividing the product 
by the total number of shares of Class B Common Stock outstanding. The 
calculation of this percentage assumes that Mr. Allen's equity interests are 
retained in the form that maximizes voting power (i.e., the 50,000 shares of 
Class B Common Stock held by Mr. Allen have not been converted into shares of 
Class A Common Stock and that the Class B Common Stock Equivalents owned by 
Vulcan and CII have not been exchanged for shares of Class B Common Stock or 
Class A Common Stock). 







  

    
      
CUSIP No. 16117M107

  

    
      

      

    

  

    
      


    
      
1.

    
      
Names of Reporting Persons. I.R.S. Identification Nos. of above persons 
      (entities only).

  

    
      


    
      


    
      
Charter Investment, Inc.

  

    
      

      

    

  

    
      


    
      
2.

    
      
Check the Appropriate Box if a Member of a Group (See 
      Instructions)

  

    
      


    
      


    
      
(a)

    
      
[X]

  

    
      


    
      


    
      
(b)

    
      
[ ]

  

    
      

      

    

  

    
      


    
      
3.

    
      
SEC Use Only 
      ...........................................................................................................................

  

    
      

      

    

  

    
      


    
      
4.

    
      
Source of Funds (See Instructions) 

      
AF

  

    
      

      

    

  

    
      


    
      
5.

    
      
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 
      2(d) or 2(e) [ ]

  

    
      

      

    

  

    
      


    
      
6.

    
      
Citizenship or Place of Organization 

      
State of Delaware

  

    
      

      

    

  

    
      
Number of
Shares
Beneficially
Owned 
      by
Each
Reporting
Person With

     
     

  

    
      
7.

    
      
Sole Voting Power

      
-0-

  

    
      

      

    

  

    
      
8.

    
      
Shared Voting Power 

      
246,918,858 SHARES (1)

  

    
      

      

    

  

    
      
9.

    
      
Sole Dispositive Power

      
-0-

  

    
      

      

    

  

    
      
10.

    
      
Shared Dispositive Power

      
246,918,858 SHARES (1)

  

    
      

      

    

  

    
      


    
      
11.

    
      
Aggregate Amount Beneficially Owned by Each Reporting Person 

      
246,918,858 SHARES (1)

  

    
      

      

    

  

    
      


    
      
12.

    
      
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See 
      Instructions) 

      
[ ]

  

    
      

      

    

  

    
      


    
      
13.

    
      
Percent of Class Represented by Amount in Row (11) 

      
41.5% beneficial ownership of Class A Common Stock (2) / 0.0% voting 
      power (3)

  

    
      

      

    

  

    
      


    
      
14.

    
      
Type of Reporting Person (See Instructions)

      
CO

  

    
      

      

    





(1) Represents Class A Common Membership Units ("Class A Units") and Class C 
Common Membership Units ("Class C Units" and together with the Class A Units, 
the "Class B Stock Common Equivalents") of Charter Communications Holding 
Company, LLC ("Charter Holdco") directly held by Charter Investment, Inc. 
("CII").  Assumes the exchange of the CCHC Note into 24,100,000 Class A Units (See Item 6 (c)). CII has an exchange option with the Issuer giving it the right, at any 
time, to exchange its Class B Stock Common Equivalents for shares of Class B 
Common Stock of the Issuer on a one-for-one basis. Class B Common Stock of the 
Issuer is convertible at any time into Class A Common Stock of the Issuer on a 
one-for-one basis. Paul G. Allen is the sole stockholder of CII and is therefore 
deemed to have beneficial ownership of all of the Class B Common Equivalents 
that CII owns. Because Mr. Allen is the ultimate controlling person of CII, he 
is a beneficial owner who effectively has sole voting power with respect to the 
Class B Common Stock Equivalents held by CII; however, because CII is the record 
holder of such Class B Common Stock Equivalents, CII may be deemed to share 
voting power with Mr. Allen over such Class B Common Stock Equivalents. 


(2) The calculation of this percentage assumes that all Class B Common Stock 
Equivalents held by CII or that CII has the right to acquire within 60 days of 
October 31, 2005 (the "Reporting Date") have been exchanged for shares of Class 
A Common Stock. 


(3) Each share of Class B Common Stock of the Issuer has the right to a 
number of votes determined by multiplying (i) ten, and (ii) the sum of (1) the 
total number of shares of Class B Common Stock outstanding, and (2) the 
aggregate number of Class B Common Stock Equivalents, and dividing the product 
by the total number of shares of Class B Common Stock outstanding. The 
calculation of this percentage assumes that Mr. Allen's equity interests are 
retained in the form that maximizes voting power (i.e., the 50,000 shares of 
Class B Common Stock held by Mr. Allen have not been converted into shares of 
Class A Common Stock and that the Class B Common Stock Equivalents owned by 
Vulcan and CII have not been exchanged for shares of Class B Common Stock or 
Class A Common Stock). 


This eighth amendment to Schedule 13D amends the Schedule 13D originally 
filed with the Securities and Exchange Commission (the "SEC") on November 22, 
1999, as amended by the first amendment, as filed with the SEC on December 20, 
1999, the second amendment, as filed with the SEC on September 13, 2000, the 
third amendment, as filed with the SEC on March 11, 2002, the fourth amendment, 
as filed with the SEC on May 17, 2002, the fifth amendment, as filed with the 
SEC on July 3, 2002, the sixth amendment, as filed with the SEC on August 8, 
2002, and the seventh amendment, as filed with the SEC on December 13, 2003 
(as amended, the "Schedule 13D"). Capitalized terms not otherwise defined herein 
shall have the meaning ascribed thereto in the Schedule 13D. 





  

    
      
Item 2.

    
      
Identity and Background

  

     
     

  

    
      
Item 2 is amended and restated in its entirety as follows: 

      
The persons filing this statement are Paul G. Allen, Charter 
      Investment, Inc. ("CII") and Vulcan Cable III Inc. ("Vulcan" and together 
      with Paul G. Allen and CII, the "Reporting Persons"). Mr. Allen's business 
      address is: c/o Vulcan Inc., 505 Fifth Avenue South, Suite 900, Seattle, 
      Washington 98104. Mr. Allen is Chairman of the board of directors of the 
      Issuer and CII and a director of Vulcan. Mr. Allen is also the sole 
      stockholder of Vulcan and CII. 

      
Vulcan is a Washington corporation, the principal business of which is 
      holding equity interests in Charter Communications Holding Company, LLC 
      ("Charter Holdco"). The address of Vulcan's principal office is 505 Fifth 
      Avenue South, Suite 900, Seattle, Washington 98104. Mr. Allen and each of 
      Vulcan's executive officers and directors is a U.S. citizen. Their names, 
      business addresses and principal occupations are below. 

      
Paul G. Allen, c/o Vulcan Inc., 505 Fifth Avenue South, Suite 900, 
      Seattle, Washington 98104. Mr. Allen is Chairman of the board of directors 
      of CII and of the Issuer and a director of Vulcan. Mr. Allen is also the 
      sole stockholder of Vulcan. Mr. Allen is the brother of Ms. Patton.

      
Jo Allen Patton, c/o Vulcan Inc., 505 Fifth Avenue South, Suite 900, 
      Seattle, Washington 98104. Ms. Patton is the director and President of 
      Vulcan Cable III and the director and President of CII. Ms. Patton is the 
      sister of Mr. Allen.

      
Nathaniel T. Brown, c/o Vulcan Inc., 505 Fifth Avenue South, Suite 900, 
      Seattle, Washington 98104. Mr. Brown is a Vice President of Vulcan and of 
      CII.

      
Joseph D. Franzi, c/o Vulcan Inc., 505 Fifth Avenue South, Suite 900, 
      Seattle, Washington 98104. Mr. Franzi is a Vice President of Vulcan and a 
      Vice President of CII. 

      
Gregory P. Landis, c/o Vulcan Inc., 505 Fifth Avenue South, Suite 900, 
      Seattle, Washington 98104. Mr. Landis is a Vice President and Secretary of 
      Vulcan and CII.

      
CII is a Delaware corporation, the principal business of which is 
      holding equity interests in Charter Holdco, a subsidiary of the Issuer, 
      and performing various services relating to the cable assets held 
      indirectly by Charter Holdco and the Issuer. The address of CII's 
      principal office is 505 Fifth Avenue South, Suite 900, Seattle, Washington 
      98104. Mr. Allen and each of CII's executive officers and directors is a 
      U.S. citizen. Their names, business addresses and principal occupations 
      are as follows:

      
Jo Allen Patton, c/o Vulcan Inc., 505 Fifth Avenue South, Suite 900, 
      Seattle, Washington 98104. Ms. Patton is the director and President of CII 
      and the director and President of Vulcan Cable III. Ms. Patton is the 
      sister of Mr. Allen.

      
Nathaniel T. Brown, c/o Vulcan Inc., 505 Fifth Avenue South, Suite 900, 
      Seattle, Washington 98104. Mr. Brown is a Vice President of Vulcan and of 
      CII.

      
Joseph D. Franzi, c/o Vulcan Inc., 505 Fifth Avenue 
      South, Suite 900, Seattle, Washington 98104. Mr. Franzi is a Vice 
      President of CII and a Vice President of Vulcan.

      
Gregory P. Landis, c/o Vulcan Inc., 505 Fifth Avenue South, Suite 900, 
      Seattle, Washington 98104. Mr. Landis is a Vice President and Secretary of 
      Vulcan and CII.

      
During the last five years, Mr. Allen, Vulcan and CII have not, nor, to 
      the best knowledge of Vulcan, CII and Mr. Allen, has any other person 
      named in this Item 2, been convicted in a criminal proceeding (excluding 
      traffic violations or similar misdemeanors) or been a party to a civil 
      proceeding of a judicial or administrative body of competent jurisdiction 
      as a result of which he or it is or was subject to a judgment, decree or 
      final order enjoining future violations of, or prohibiting or mandating 
      activities subject to, federal or state securities laws or finding any 
      violation with respect to such laws.

  

     

  

    
      
Item 3.

    
      
Source and Amount of Funds or other Consideration. 


  

    
      
Mr. Allen funded his purchases of the securities described in Item 5(c) 
      with personal funds.



  

    
      
Item 5.

    
      
Interest in Securities of the Issuer

  

    
      
Item 5 is amended and restated in its entirety as follows: 

      
a) As of October 31, 2005 (the "Reporting Date") Mr. Allen 
      beneficially owns 392,457,530 shares of Class A Common Stock of the 
      Issuer, which consists of (i) 29,126,463 shares of Class A Common Stock of 
      the Issuer held directly by Mr. Allen, (ii) 10,000 vested options on 
      shares of Class A Common Stock of the Issuer,  (iii) 39,036 shares of unvested restricted stock, and  (iv) shares of Class A 
      Common Stock of the Issuer into which the following interests may be 
      converted: (a) 50,000 shares of Class B Common Stock of the Issuer held 
      directly by Mr. Allen, (b) 106,715,233 Class A Common Membership 
      Units ("Class A Units") of Charter Holdco held by Vulcan, 
      (c) 241,685,246 Class A Units of Charter Holdco held by CII, including the exchange of the CCHC Note into 24,100,000 Class A Units, (See Item 6(c)), (d) 
      9,597,940 Class C Common Membership Units ("Class C Units") of Charter 
      Holdco that are held by Vulcan and (e) 5,233,612 Class C Units of Charter 
      Holdco that are held by CII. Each of Vulcan and CII has an exchange option 
      with the Issuer giving it the right, at any time, to exchange its Class A 
      Units and Class C Units (collectively, the "Class B Common Stock 
      Equivalents") for shares of Class B Common Stock of the Issuer on a 
      one-for-one basis. Class B Common Stock of the Issuer is convertible at 
      any time into Class A Common Stock of the Issuer on a one-for-one basis. 
      

      
Each share of Class B Common Stock of the Issuer has the right to a 
      number of votes determined by multiplying (i) ten, and (ii) the sum of (1) 
      the total number of shares of Class B Common Stock outstanding, and (2) 
      the aggregate number of Class B Common Stock Equivalents, and dividing the 
      product by the total number of shares of Class B Common Stock outstanding. 
      The Class B Common Stock is identical to the Class A Common Stock except 
      that the Class A Common Stock is entitled to one vote per share and is not 
      convertible into any other security. 

      
As of the Reporting Date, Mr. Allen's beneficial ownership represents 
      approximately 55.1% of the shares of the Issuers outstanding Class A 
      Common Stock, assuming conversion of all Class B Common Stock and Class B 
      Common Stock Equivalents, and approximately 92.0% of the voting power of 
      the Issuers outstanding Class A Common Stock assuming no conversion of the 
      Class B Common Stock and the Class B Common Stock Equivalents.

      
Except as otherwise provided, each of the other persons named in Item 2 
      beneficially owns less than 0.1% of the equity and voting power of the 
      Issuer and, except as otherwise provided below, none of the other persons 
      named in Item 2 beneficially owns any of the Issuer's Class A Common 
      Stock. Included in beneficial ownership are all options that vest and will 
      be exercisable within 60 days of the Reporting Date.

      
Nathaniel T. Brown, Vice President of Vulcan and of CII, beneficially 
      owns 2,400 shares of Class A Common Stock.

      
Joseph D. Franzi, Vice President of CII and a Vice President of Vulcan and CII, beneficially owns 934 shares of Class A Common 
      Stock.
   
Jo Allen Patton, director and President of Vulcan and CII, beneficially owns 51,300 shares of Class A Common Stock. 

      
(b) Mr. Allen is deemed to have sole voting and dispositive power with 
      respect to the 363,232,031 shares of Class A Common Stock that he 
      beneficially owns directly and indirectly through CII and Vulcan (which he 
      controls). Because Mr. Allen is the ultimate controlling person of Vulcan, 
      Vulcan is deemed to have shared voting and dispositive power with Mr. 
      Allen over the 116,313,173 shares of Class A Common Stock beneficially 
      owned by Vulcan through its ownership of 106,715,233 Class A Units and 
      9,597,940 Class C Units of Charter Holdco. Because Mr. Allen is the 
      ultimate controlling person of CII, CII is deemed to have shared voting 
      and dispositive power with Mr. Allen over the 246,918,858 shares of Class 
      A Common Stock beneficially owned by CII through its ownership of 
      241,685,246 Class A Units and 5,233,612 Class C Units of Charter Holdco. 
      

      
To the knowledge of the Reporting Persons, except as otherwise 
      specified herein, each of the persons disclosed in Item 5 has sole 
      dispositive and voting power with respect to the shares of Class A Common 
      Stock actually held by the persons.

      
(c) During the 60 days prior to the Reporting Date: 

      
On July 27, 2004, Mr. Allen acquired beneficial ownership of 15,823 
      shares of Class A Common Stock of the Issuer through the grant of restrict 
      stock valued at $50,000 at the date of grant and fully vested on the 
      anniversary of the date of grant.

      
On July 22, 2005, Mr. Allen acquired beneficial ownership of 39,063 
      shares of Class A Common Stock of the Issuer through the grant of restrict 
      stock valued at $50,000 at the date of grant and fully vested on the 
      anniversary of the date of grant.

      
 


 


 



  

    
      
Item 6.

    
      
Contracts, Arrangements, Understandings or Relationships with Respect 
      to Securities of the Issuer

  

    
      
Item  6(c) is amended and supplemented as follows: 
      

      
(c) Bresnan

      
On October 31, 2005, Mr. Allen, the Special 
      Committee, the Issuer, Charter Holdco and certain of their affiliates, 
      having investigated the facts and circumstances relating to the dispute 
      involving the CC VIII interest, after 
      consultation with counsel and other advisors, and as a result of the 
      Delaware Chancery Court's non-binding mediation program, agreed to settle 
      the dispute, and execute certain permanent and irrevocable releases 
      pursuant to the Settlement Agreement and Mutual Release agreement dated 
      October 31, 2005 (the "Settlement").

      
Incident to the Settlement, the parties have received a fairness 
      opinion.

      
Pursuant to the Settlement, CII has retained 30% of its CC VIII 
      interest (the "Remaining Interests"). The Remaining Interests are subject 
      to certain drag along, tag along and transfer restrictions as detailed in 
      the revised CC VIII Limited Liability Company Agreement. 

      
CII transferred 62.6% of its CC VIII interest to Charter Holdco in respect of its existing interest in Charter Holdco.  Charter Holdco did not issue any additional membership units to CII in exchange for such transfer.  Charter Holdco then transferred such interest in CC VIII to a newly formed entity, CCHC, LLC 
      (a direct subsidiary of Charter Holdco and the direct parent of Charter 
      Holdings, "CCHC").  Finally, CII transferred 7.4% of its CC VIII interest to CCHC in exchange for a 15-year subordinated exchangeable 
      note of CCHC with an initial value of $48,200,000, accreting at 14%, 
      compounded quarterly, which will be added to the initial accreted value of 
      the Note through February 28, 2009 and will be added to the accreted value 
      of the Note to the extent not paid in cash (the "Note"). 

      
The Note is exchangeable, at CII's option, at any time, for Charter 
      Holdco Class A Common Units at a rate equal to the initial liquidation 
      value, plus accreted return through the date prior to the exchange, 
      divided by $2.00 (the "Exchange Price"). Customary anti-dilution 
      protections have been provided for that could cause future changes to the 
      Exchange Price. Additionally, the Charter Holdco Class A Common units 
      received will be exchangeable by the holder into the Issuer's common stock 
      in accordance with existing agreements among CII, the Issuer and certain 
      other parties signatory thereto. Beginning three years and four months 
      after the closing of the Settlement, if the closing price of Issuer's 
      common stock is at or above the Exchange Price for a certain period of 
      time as specified in the Settlement Agreement, Charter Holdco may require 
      the exchange of the Note for Charter Holdco Class A units at the initial 
      Exchange Price. 

      
CCHC has the right to redeem the Note, under certain circumstances as 
      set forth in the Settlement Agreement, for cash in an amount equal to the 
      initial liquidation value plus the accreted return through the redemption 
      date. CCHC must redeem the Note at its maturity for cash in an amount 
      equal to the initial liquidation value plus the accreted return through 
      maturity.


 


 

  

    
      
Item 7.

    
      
Exhibits




The following materials are attached as exhibits:


 Ex. 1:  CCHC, LLC Subordinated Accreting Note, dated October 31, 2005




 Ex. 2:  Exchange Agreement between Charter Communications Holding Company, LLC, Charter Investment Inc. and Mr. Paul G. Allen, dated October 31, 2005




      
 


SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete and 
correct. 

  
 


 

     
     
     

  

    
 
Dated: November 9, 2005

    
 
VULCAN CABLE III INC.

  

    
 


     
     

  

     
    
 
By: 

    
 
/s/Gregory P. Landis


  

     
    
 

 

    

  

     
    
 
Name: Gregory P. Landis

 
Title: Vice President



     
     
     

  

    
 
Dated: November 9, 2005

    
 
PAUL G. ALLEN

  

    
 


     
     

  

     
    
 
By: 

    
 
/s/Gregory P. Landis by Power of Attorney

  

     
    
 

 

    




  
  

     
     
     

  

    
 
Dated: November 9, 2005

    
 
CHARTER INVESTMENT, INC.

  

    
 


     
     

  

     
    
 
By: 

    
 
/s/Gregory P. Landis

  

     
    
 

 

    

  

     
    
 
Name: Gregory P. Landis
Title: Vice 
  President