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 * Mayo Kathleen   2. Issuer Name and Ticker or Trading Symbol CHARTER COMMUNICATIONS, INC. /MO/ [CHTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP/Customer Operations (Last) (First) (Middle) C/O CHARTER COMMUNICATIONS, INC., 12405 POWERSCOURT DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 09/17/2012 (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

Restricted Stock Units

$ 0

09/17/2012

A

20,000

09/17/2013(1)

(2)

Class A Common Stock

20,000

$ 0

20,000

D

Time Vesting Stock Options

$ 81.607

09/17/2012

A

33,334

09/17/2013(3)

09/17/2022

Class A Common Stock

33,334

$ 0

33,334

D

Performance Vesting Stock Options

$ 81.607

09/17/2012

A

16,667

09/17/2013(4)

09/17/2022

Class A Common Stock

16,667

$ 0

16,667

D

Performance Vesting Stock Options

$ 81.607

09/17/2012

A

16,667

09/17/2014(5)

09/17/2022

Class A Common Stock

16,667

$ 0

16,667

D

Performance Vesting Stock Options

$ 81.607

09/17/2012

A

16,666

09/17/2015(6)

09/17/2022

Class A Common Stock

16,666

$ 0

16,666

D

Performance Vesting Stock Options

$ 81.607

09/17/2012

A

16,666

09/17/2016(7)

09/17/2022

Class A Common Stock

16,666

$ 0

16,666

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mayo Kathleen C/O CHARTER COMMUNICATIONS, INC. 12405 POWERSCOURT DRIVE ST. LOUIS, MO 63131			EVP/Customer Operations

Signatures

/s/ Kathleen Mayo		09/18/2012
**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)	Restricted Stock Units granted 09/17/2012 scheduled to vest in equal 25% increments on September 17, 2013, 2014, 2015 and 2016.
(2)	Not applicable.
(3)	Grant of Stock Options on 09/17/2012 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan, 25% of the aggregate grant vest at September 17, 2013, 2014, 2015 and 2016.
(4)	One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to September 17, 2013); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after September 17, 2013.
(5)	One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to September 17, 2014); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after September 17, 2014.
(6)	One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to September 17, 2015); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after September 17, 2015.
(7)	One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to September 17, 2016); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after September 17, 2016.

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