SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WANGBERG LARRY W (Last) (First) (Middle) (Street) (City) (State) (Zip)	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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/23/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	07/23/2003		A		9,882(1)	A	0	12,882	D

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 Securities Underlying Derivative Security (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: 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
Class A Common Stock	0(2)	07/23/2003		A		0(2)		07/23/2004	08/08/1988	Class A Common Stock	0	$0	12,882	D

Explanation of Responses:

1. Grant of Restricted Stock; 25% to vest on each of four anniversary dates of grant.

2. No securities to be reported.

	/s/ Marcy Lifton, Attorney-In-Fact for Larry W. Wangberg pursuant to the attached Power of Attorney	07/25/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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	POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
constitutes and appoints Curt Shaw or Marcy Lifton,
acting alone, as his/her true and lawful attorney-in-fact
and agent, effective upon the undersigned's appointment
as Director of Charter Communications, Inc., for him/her
and in his/her name, place and stead, in any and all
capacities, to execute on behalf of him/her any and all
Forms 3, 4, and 5 reporting beneficial ownership and
changes in beneficial ownership of securities issued by
Charter Communications, Inc. (the "Company") and any
amendments and supplements to those forms, which, in
the opinion of such attorney-in-fact, may be necessary,
appropriate, or desirable to comply with Section 16(a)
of the Securities Exchange Act of 1934 (the "Exchange Act"),
as amended, and the rules and regulations promulgated
thereunder (the "Rules"), and to file such forms with the
 United States Securities and Exchange Commission ("SEC")
and NASDAQ.

The undersigned hereby grants to each attorney-in-fact
full power and authority to perform all and every act
requisite, necessary and proper to be done in the exercise
of any of the rights and powers herein granted, with full
power of revocation, hereby ratifying and confirming all
that such attorney-in-fact shall lawfully do or cause to
be done by virtue of this power of attorney and the rights
and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not
assuming any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.

This Power of Attorney shall automatically terminate as
to both named attorneys-in-fact six months after the
undersigned ceases to be a Section 16 Reporting Person
of the Company.  This Power of Attorney shall terminate
immediately as to the named attorney-in-fact whose
employment by the Company and its affiliates shall
terminate.

IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed.

Date: February 7, 2002	By:_/s/ Larry W. Wangberg

	Print Name: Larry W. Wangberg




Sec.16PowerAtty.doc