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          (7) waive a redemption payment with respect to any Note (other than a
     payment required by one of the covenants described above under the caption
     "-- Repurchase at the Option of Holders");
          (8) make any change in the preceding amendment and waiver provisions.
     Notwithstanding the preceding, without the consent of any holder of Notes,
the Company and the Trustee may amend or supplement the Indentures or the Notes:
          (1) to cure any ambiguity, defect or inconsistency;
          (2) to provide for uncertificated Notes in addition to or in place of
     certificated Notes;
          (3) to provide for the assumption of the Company's obligations to
     holders of Notes in the case of a merger or consolidation or sale of all or
     substantially all of the Company's assets;
          (4) to make any change that would provide any additional rights or
     benefits to the holders of Notes or that does not adversely affect the
     legal rights under the Indentures of any such holder; or
          (5) to comply with requirements of the Commission in order to effect
     or maintain the qualification of the Indentures under the Trust Indenture
     Act or otherwise as necessary to comply with applicable law.
     The Indentures and the Notes will be governed by the laws of the State of
New York.
     If the Trustee becomes a creditor of the Company, the Indentures limit its
right to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or otherwise. The
Trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue or resign.
     The holders of a majority in principal amount of the then outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indentures provide that in case an Event of Default
shall occur and be continuing, the Trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indentures at the request of any
holder of Notes, unless such holder shall have offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.
     Anyone who receives this Prospectus may obtain a copy of the Indentures
without charge by writing to Charter Communications, Inc., 12444 Powerscourt
Drive, Suite 100, St. Louis, Missouri 63131, Attention: Corporate Secretary.