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 * VOGEL CARL E   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 __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) CHARTER COMMUNICATIONS, INC., 12405 POWERSCOURT DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 06/21/2002 (Street) ST. LOUIS, MO 63104 4. If Amendment, Date Original Filed(Month/Day/Year) 07/01/2002 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 Class A Common Stock 06/21/2002   P   5,000 A $ 4.65 55,000 (1) D   Class A Common Stock 06/21/2002   P   5,000 A $ 4.6 60,000 (1) D   Class A Common Stock 06/21/2002   P   5,000 A $ 4.58 65,000 (1) D   Class A Common Stock 06/21/2002   P   10,000 A $ 4.55 75,000 (1) D   Class A Common Stock 06/21/2002   P   10,000 A $ 4.5 85,000 (1) D   Class A Common Stock 06/21/2002   P   5,000 A $ 4.45 90,000 (1) D   Class A Common Stock 06/21/2002   P   4,100 A $ 4.62 94,100 (1) D   Class A Common Stock 06/21/2002   P   3,500 A $ 4.59 97,600 (1) D   Class A Common Stock 06/21/2002   P   2,400 A $ 4.57 100,000 (1) D

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

5.75% Convertible Senior Notes

$ 21.56

06/21/2002

P

$ 500,000

(3)

10/15/2005

Class A Common Stock

23,191

$ 315,670

500,000

I

See Footnote (4)

5.75% Convertible Senior Notes (2)

$ 21.56

06/25/2002

P

$ 250,000

(3)

10/15/2005

Class A Common Stock

11,595

$ 154,790

250,000

I

See Footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
VOGEL CARL E CHARTER COMMUNICATIONS, INC. 12405 POWERSCOURT DRIVE ST. LOUIS, MO 63104	X		President and CEO

Signatures

Carl E. Vogel		12/28/2004
**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)	100,000 shares, the total number of shares of Class A Common Stock owned at the end of the month, includes 50,000 shares of restricted stock granted to the reporting person pursuant to the 2001 Stock Incentive Plan, of which 12,500 shares vested immediately and 37,500 shares which vest in 36 equal monthly installments commencing December 1, 2002, conditioned upon the grantee's continuous employment with Charter Communications, Inc.
(2)	This amendment is being filed to correct the title of a portion of the notes purchased along with corresponding information relating to conversion price, which was incorrectly revised by amendment filed December 23, 2004.
(3)	Immediately.
(4)	Badger Investments LLLP, a family limited liability limited partnership.

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