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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
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                                                                 Exhibit 10.9(b)


                 CHARTER COMMUNICATIONS HOLDING COMPANY, LLC
                     CHARTER COMMUNICATIONS HOLDINGS, LLC
                           12444 Powerscourt Drive
                                  Suite 400
                             St. Louis, MO 63131

                               August 23, 1999

Jerald L. Kent
Charter Communications, Inc.
1244 Powerscourt Drive
Suite 400
St. Louis, MO 63131

Dear Mr. Kent:

         You have been granted an option pursuant to a Nonqualified Membership
Interest Option Agreement (the "Agreement") dated as of February 9, 1999 between
you and Charter Communications Holdings, LLC. It was intended under the
Agreement that you would share in the appreciation of the Charter Communications
business through the exercise of an option to purchase membership interests in
Charter Communications Holdings, LLC ("Membership Interests"), and that such
Membership Interests would be automatically exchanged into shares of common
stock of a parent or successor corporation to Charter Communications Holdings,
LLC whose shares will be sold pursuant to an Initial Public Offering ("IPO").
(Capitalized terms not defined herein shall have the same meaning as under the
Agreement).

         As a result of a reorganization, a parent company, Charter
Communications Holding Company, LLC was interposed between Charter
Communications Holdings,
 LLC and Charter Communications, Inc. As a result of
this reorganization, all obligations under the Agreement of Charter
Communications Holdings, LLC are hereby assumed by Charter Communications
Holding Company, LLC. Therefore, all or any portion of the Option under the
Agreement will hereafter be exercisable for membership interests in Charter
Communications Holding Company, LLC at the same Exercise Price and under the
same terms as provided for in the Agreement. From and after the occurrence of an
IPO, each membership interest in Charter Communications Holding Company, LLC
held as a result of the exercise of all or any portion of the Option will
automatically be exchanged into shares of common stock of the Public Company as
detailed in Section 9 of the Agreement, subject to any customary securities law
or underwriting requirements and restrictions.