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 8, 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
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(Commission File Number)                (Federal Employer Identification Number)

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

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


ITEM 5. OTHER EVENTS.

      On January 8, 2002, Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation, subsidiaries of Charter
Communications, Inc., announced that they had entered into an agreement to sell
$350 million principal amount of 9.625% Senior Notes due 2009, $300 million
principal amount of 10.000% Senior Notes due 2011 and $250 million of 12.125%
Senior Discount Notes due 2012 with a principal at maturity of $450 million
(collectively, the "Notes"). The sale of the Notes will provide gross proceeds
of approximately $900 million.

      The net proceeds of this issuance will be used to repay, but not to reduce
permanently, indebtedness under the revolving credit facilities of the Company's
subsidiaries with the remaining portion for general corporate purposes. The
offering is expected to close on January 14, 2002.

      A copy of the press release announcing the financing is being filed as
Exhibit 99.1 with this report.

ITEM 7. EXHIBITS

Press release dated January 8, 2002.*

* 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 9, 2002



                                  EXHIBIT INDEX


Exhibit
Number           Description
------           -----------
99.1           Press release dated January 8, 2002.