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                                    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): November 12, 1999




                          CHARTER COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Delaware
                                    --------
         (State or Other Jurisdiction of Incorporation or Organization)



           333-83887                                        43-1857213
           ---------                                        ----------
    Commission File Number                              (Federal Employer
                                                     Identification Number)


12444 Powerscourt Drive - Suite 400
St. Louis, Missouri                                              63131
---------------------------------------                          -----
(Address of Principal Executive Offices)                       (Zip Code)

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










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ITEM 2 ACQUISITION OF ASSETS.

     On November 12, 1999, Charter Communications Holding Company, LLC (Charter
Holdco), managed by and 40.6% owned by Charter Communications, Inc. (the
"Company") and Charter Communications VI, LLC (Charter Communications VI), a
wholly owned subsidiary of Charter Holdco, completed the acquisition of
partnership interests of Fanch Cablevision of Indiana, L.P. and ARH Ltd.,
specified assets of Cooney Cable Associates of Ohio, Limited Partnership,
Fanch-JV2 Master Limited Partnership, Mark Twain Cablevision Limited
Partnership, Fanch-Narragansett CSI Limited Partnership, North Texas
Cablevision, Ltd., Post Cablevision of Texas, Limited Partnership and Spring
Green Communications, L.P. and the stock of Tioga Cable Company, Inc., Cable
Systems, Inc. and, indirectly, Hornell Television Service, Inc. (collectively
referred to as "Fanch" herein) for an aggregate purchase price of approximately
$2.4 billion, subject to adjustment.

     In connection with the Fanch acquisition, CC VI Operating, LLC (CC VI
Operating), a wholly owned subsidiary of Charter Communications VI, entered into
new credit facilities to finance a portion of the Fanch purchase price. Upon the
closing of the Fanch acquisition, CC VI Operating borrowed $850 million under
the new Fanch credit facilities. A portion of the proceeds from Charter
Communications, Inc.'s initial public offering of Class A common stock were used
to fund the Fanch acquisition.

     The Fanch cable systems are located in Colorado, Indiana, Kansas, Kentucky,
Michigan, Mississippi, New Mexico, Oklahoma, Texas and Wisconsin and serve
approximately 537,000 customers. For the nine months ended September 30, 1999,
the Fanch cable systems had revenues of approximately $157.7 million. For the
year ended December 31, 1998, the Fanch cable systems had revenues of
approximately $141.1 million.

     On November 15, 1999, the Company and Charter Holdco completed the
acquisition of all of the equity interests of Avalon Cable LLC from Avalon
Cable Holdings LLC and Avalon Investors, L.L.C. for an aggregate purchase price
of approximately $832 million (subject to adjustment), including approximately
$273.3 million in assumed debt. Immediately after the Avalon acquisition, the
Company contributed its indirect interest in Avalon Cable LLC to Charter
Holdco.  A portion of the proceeds from the Company's initial public offering
of Class A common stock were used to fund the Avalon acquisition.

     The assumed debt was comprised of $150.0 million principal outstanding of
publicly held 9 3/8% subordinated notes and $123.3 million accreted value of
publicly held 11 7/8% senior discount public notes. This acquisition of Avalon
constituted a change in control under the indentures to the publicly held 9 3/8%
Subordinated Notes and publicly held 11 7/8% Senior Discount Notes. These
indentures provide that upon the occurrence of a change of control, each holder
of the notes has the right to require Avalon to purchase all or any part (equal
to $1,000 or an integral multiple thereof) of such holder's notes at a cash
offer price equal to 101% of the aggregate principal amount thereon or 101% of
the accreted value for the senior discount public notes plus accrued and unpaid
interest and liquidated damages, if any.

     In connection with the Avalon acquisition, Avalon Cable of Michigan LLC,
now known as CC Michigan, LLC and Avalon Cable of New England LLC, now known as
CC New England, LLC, both wholly owned subsidiaries of Avalon Cable LLC, jointly
and severally entered into new credit facilities to finance a portion of the
Avalon purchase price. Upon the closing of the Avalon acquisition, $165 million
was borrowed under the new Avalon credit facilities.

     Avalon operates cable systems in Michigan and New England serving
approximately 257,000 customers. For the nine months ended September 30, 1999,
the Avalon cable systems had revenues of approximately $80.2 million. For the
year ended December 31, 1999, the Avalon cable systems had revenues of
approximately $18.2 million.

     A copy of the Company's press releases announcing the consummation of the
Fanch and Avalon acquisitions are being filed as Exhibit 99.1 and Exhibit 99.2,
respectively, with this report.


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ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  Financial statements of business acquired.

          Not required.

     (b)  Pro forma financial information.

          Not required.

     (c)  Exhibits.

          2.8(a)    Securities Purchase Agreement, dated May 13, 1999, by and
                    between Avalon Cable Holdings LLC, Avalon Investors, L.L.C.,
                    Avalon Cable of Michigan Holdings, Inc. and Avalon Cable LLC
                    and Charter Communications Holdings, LLC and Charter
                    Communications, Inc. (now known as Charter Investment, Inc.)
                    (incorporated by reference to Amendment No. 1 to the
                    registration statement on Form S-4 of Avalon Cable of
                    Michigan LLC, Avalon Cable of Michigan Inc., Avalon Cable of
                    New England LLC and Avalon Cable Finance Inc. filed on May
                    28, 1999, File No. 333-75453).

          2.8(b)    Assignment and Contribution Agreement, entered into as of
                    October 11, 1999 by and between Charter Communications
                    Holding Company, LLC and Charter Communications, Inc.
                    (incorporated by reference to Amendment No. 3 to the
                    registration statement on Form S-1 of Charter
                    Communications, Inc. filed on October 18, 1999, File No.
                    333-83887).

          2.8(c)    Assignment Agreement effective as of June 16, 1999, by and
                    among Charter Communications, Inc., Charter Communications
                    Holdings, LLC, Charter Communications Holding Company, LLC,
                    Avalon Cable Holdings LLC, Avalon Investors, L.L.C., Avalon
                    Cable of Michigan Holdings, Inc. and Avalon Cable LLC
                    (incorporated by reference to Amendment No. 3 to the
                    registration statement on Form S-1 of Charter
                    Communications, Inc. filed on October 18, 1999, File No.
                    333-83887).

          2.10(a)   Purchase Agreement, dated as of May 21, 1999, among
                    Blackstone TWF Capital Partners, L.P., Blackstone TWF
                    Capital Partners A L.P., Blackstone TWF Capital Partners B
                    L.P., Blackstone TWF Family Investment Partnership, L.P.,
                    RCF Carry, LLC, Fanch Management Partners, Inc., PBW Carried
                    Interest, Inc., RCF Indiana Management Corp., The Robert C.
                    Fanch Revocable Trust, A. Dean Windry, Thomas Binning, Jack
                    Pottle, SDG/Michigan Communications Joint Venture, Fanch-JV2
                    Master Limited Partnership, Cooney Cable Associates of Ohio,
                    Limited Partnership, North Texas Cablevisions, LTD., Post
                    Cablevision of Texas, Limited Partnership, Spring Green
                    Communications, L.P., Fanch-Narragansett CSI Limited
                    Partnership, and Fanch Cablevision of Kansas General
                    Partnership and Charter Communications, Inc. (now known as
                    Charter Investment, Inc.) (incorporated by reference to
                    Amendment No. 3 to the registration statement on Form S-1 of
                    Charter Communications, Inc. filed on October 18, 1999, File
                    No. 333-83887).

          2.10(b)   Assignment of Purchase Agreement by and between Charter
                    Investment, Inc. and Charter Communications Holding Company,
                    LLC, effective as of September 21, 1999 (incorporated by
                    reference to Amendment No. 3 to the registration statement
                    on Form S-1 of Charter Communications, Inc. filed on October
                    18, 1999, File No. 333-83887).

          10.41     Credit Agreement, dated as of November 12, 1999, among CC
                    VI Holdings, LLC, CC VI Operating Company, LLC, several
                    banks and other financial institutions or entities named
                    therein, Citibank, N.A. and ABN Ambro Bank N.V., as
                    documentation agents, Chase Securities Inc. and Banc of
                    America Securities LLC, as syndication agents and Toronto
                    Dominion (Texas), Inc., as administrative agents.*


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          10.42     Credit Agreement, dated as of November 15, 1999, among
                    Avalon Cable LLC, CC Michigan, LLC, CC New England, LLC,
                    several banks and other financial institutions or entities
                    named therein, First Union National Bank and PNC Bank,
                    National Association, as syndication agents, Bank of
                    Montreal, Chicago Branch and Mercantile Bank National
                    Association, as co-documentation agents, and Bank of
                    Montreal, as administrative agent.*

          99.1      Press release dated November 15, 1999.*

          99.2      Press release dated November 15, 1999.*

-----------------

*    filed herewith





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                                   SIGNATURES

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




                                     CHARTER COMMUNICATIONS, INC.,
                                     registrant




Dated November 29, 1999              By: /s/ KENT D. KALKWARF
                                         --------------------
                                         Name:  Kent D. Kalkwarf
                                         Title: Senior Vice President and
                                                Chief Financial Officer
                                                (Principal Financial
                                                Officer and Principal
                                                Accounting Officer)






