<PAGE>   1
      As filed with the Securities and Exchange Commission on May 9, 2000.

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CHARTER COMMUNICATIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                      43-1857213
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                             12444 POWERSCOURT DRIVE
                                    SUITE 100
                            ST. LOUIS, MISSOURI 63131
                    (Address of Principal Executive Offices)

                     THE CHARTER COMMUNICATIONS OPTION PLAN
                            (Full title of the plan)

                                 CURTIS S. SHAW
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          CHARTER COMMUNICATIONS, INC.
                             12444 POWERSCOURT DRIVE
                                    SUITE 100
                            ST. LOUIS, MISSOURI 63131
                     (Name and Address of Agent for Service)

                                 (314) 965-0555
          (Telephone Number, Including Area Code, of Agent for Service)

                                   COPIES TO:

         LEIGH P. RYAN, ESQ.                        ALVIN G. SEGEL, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP               IRELL & MANELLA, LLP
           399 PARK AVENUE                   1800 AVENUE OF THE STARS, SUITE 900
      NEW YORK, NEW YORK 10022                  LOS ANGELES, CALIFORNIA 90067
            (212) 318-6000                             (310) 277-1010

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                                                Proposed
                                                                      Proposed                  Maximum
                                            Amount to be          Maximum Offering             Aggregate                Amount of
Title of Securities to be Registered         Registered          Price Per Share (1)       Offering Price (1)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                   <C>                       <C>                      <C>
Common Stock, par value $0.001             25,009,798(2)                  $                        $                  $120,520.11

Common Stock, par value $0.001              7,044,127(3)                  $                        $                  $ 37,192.99
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(h) under the Securities Act of 1933 as follows:
      (i) in the case of shares of Charter Communications, Inc. Class A common
      stock, par value $0.001 ("Class A Common Stock") to be issued in exchange
      for Charter Communications Holding Company, LLC membership units
      ("Membership Units") purchased upon exercise of outstanding options
      granted under the option plan of Charter Communications Holding Company,
      LLC, as amended (the
<PAGE>   2
      "Option Plan"), the fee is calculated on the basis of the price at which
      the options may be exercised when vested: 8,349,581 options exercisable at
      $20.00 per share; 388,600 options exercisable at $20.73 per share;
      4,507,800 options exercisable at $19.00 per share; 5,577,800 options
      exercisable at $19.4688 per share; 1,800,000 options exercisable at
      $15.0313 per share); and (ii) in the case of shares of Class A Common
      Stock for which no Membership Units could be exchanged because options
      have not yet been granted and the option price is therefore unknown, the
      fee is calculated on the basis of the average of the high and low sale
      prices per share of Class A Common Stock as quoted on the Nasdaq National
      Market on May 5, 2000 (within 5 business days prior to filing this
      Registration Statement).

(2)   Represents the aggregate number of shares of Class A Common Stock which
      may be issued upon the exchange of Membership Units issued upon the
      exercise of options which have been granted and/or may hereafter be
      granted under the Option Plan.

(3)   Represents the number of shares of Class A Common Stock issuable in
      exchange for Membership Units issued upon the exercise of options granted
      to the President and Chief Executive Officer of the registrant pursuant to
      an employment agreement with the registrant and a related agreement with a
      subsidiary of the registrant.

                                EXPLANATORY NOTE

         Charter Communications Holdings, LLC, a subsidiary of the registrant,
adopted the Option Plan on February 9, 1999. The Option Plan was assumed by
Charter Communications Holding Company, LLC ("Charter Communications Holding
Company") on May 25, 1999 and the name of the Option Plan was changed in March
2000 to The Charter Communications Option Plan. Upon exercise of an option
issued under the Option Plan, an option holder receives one Charter
Communications Holding Company Membership Unit which is, under the terms of the
Option Plan, automatically exchanged for one share of Class A Common Stock of
the registrant. This registration statement is intended to register shares of
Class A Common Stock to be issued upon the exchange of Membership Units sold
pursuant to the Option Plan.

         In addition, the President and Chief Executive Officer of the
registrant is a party to an employment agreement with the registrant and a
related agreement with Charter Communications Holding Company. These agreements
provide for a grant of options to the President and Chief Executive Officer to
purchase Membership Units and for the automatic exchange of these units for
shares of Class A Common Stock of the registrant on a one-for-one basis. This
registration statement is intended to register shares of Class A Common Stock to
be issued upon the exchange of such Membership Units.

         Pursuant to the Note to Part I of Form S-8, the plan information
specified by Part I of Form S-8 to be contained in a Section 10(a) prospectus
has been or will be distributed to each optionee described above and is not
being filed with the Securities and Exchange Commission. Part II contains
"Information Required in the Registration Statement" pursuant to Part II of Form
S-8.
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following information filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:

                  1)    The registrant's Annual Report filed on Form 10-K on
                        March 30, 2000.

                  2)    The description of the Class A Common Stock contained in
                        the registrant's final prospectus filed pursuant to Rule
                        424(b)(3) on November 9, 1999, pursuant to the
                        Securities Act of 1933, as amended (the "Securities
                        Act").

              Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement. In addition, all documents
filed by the registrant with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents with the Commission.

ITEM 4.  DESCRIPTION OF SECURITIES.

              Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by current law.

              The registrant's certificate of incorporation provides that a
director of the registrant shall not be personally liable to the registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability: (i) for any breach of the directors' duty of
loyalty to the registrant or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the


                                      II-1
<PAGE>   4
Delaware General Corporation law; or (iv) for any transaction from which the
director derived an improper personal benefit.

              The registrant's bylaws require the registrant, to the fullest
extent authorized by the Delaware General Corporation Law, to indemnify any
person who was or is made a party or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding by reason of the fact that
he is or was a director or officer of the registrant or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise, in each case, against all expense, liability and loss
(including attorneys' fees, judgments, amounts paid in settlement, fines, ERISA
excise taxes or penalties) reasonably incurred or suffered by such person in
connection therewith.

              The registrant has entered into agreements to indemnify Jerald L.
Kent, the President and Chief Executive Officer of the registrant, and Howard L.
Wood, a member of the Board of Directors of the registrant, against claims,
damages, liabilities, losses or expenses incurred or suffered by either of them
in connection with or arising out of their performance of their respective
duties as an officer or director of the registrant.

              The registrant has obtained directors' and officers' liability
insurance policies that are intended to insure such person against certain
liabilities incurred in their respective capacities as directors and officers of
the registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.



                                      II-2
<PAGE>   5
ITEM 8.  EXHIBITS.

              The exhibits filed as part of this registration statement are as
follows:

<TABLE>
<CAPTION>
Exhibit No.                               Description
-----------                               -----------
<S>            <C>
        4.1    Charter Communications Holdings, LLC 1999 Option Plan(1)

     4.1(a)    Amendment No. 1 to the Charter Communications Holdings, LLC 1999
               Option Plan(2)

     4.1(b)    Amendment No. 2 to the Charter Communications Holdings, LLC 1999
               Option Plan(3)

        5.1    Opinion of Paul, Hastings, Janofsky & Walker LLP

       23.1    Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
               exhibit 5.1 of this Registration Statement)

       23.2    Consent of Arthur Andersen LLP

       23.3    Consent of Ernst & Young LLP

       23.4    Consent of Ernst & Young LLP

       24.1    Power of Attorney (included on the signature page of this
               registration statement)
</TABLE>

      (1)   Incorporated by reference to Amendment No. 4 to the registration
            statement on Form S-4 of Charter Communications Holdings, LLC and
            Charter Communications Holdings Capital Corporation filed on July
            22, 1999 (File No. 333-77499)

      (2)   Incorporated by reference to Amendment No. 4 to the registrant's
            registration statement on Form S-1 filed on November 1, 1999 (File
            No. 333-83887)

      (3)   Incorporated by reference to the registrant's Annual Report on Form
            10-K filed on March 30, 2000

ITEM 9.  UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

            A. (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
      Securities Act;

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement;



                                      II-3
<PAGE>   6
            (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the registration statement or
      any material change to such information in the registration statement;

provided, however, that paragraphs (A) (1) (i) and (A) (1) (ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered herein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

            B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.


                                      II-4
<PAGE>   7
                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on May 9, 2000.

                                           CHARTER COMMUNICATIONS, INC.,
                                           registrant



                                           By: /s/ CURTIS S. SHAW
                                               ---------------------------------
                                           Name:  CURTIS S. SHAW
                                           Title: Senior Vice President, General
                                                  Counsel and Secretary


                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Curtis S. Shaw, with full power to act as
his true and lawful attorney-in-fact and agent or agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to the registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission and any other regulatory authority, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
    Signature                           Title                           Date
    ---------                           -----                           ----
<S>                      <C>                                          <C>
/s/ PAUL G. ALLEN        Chairman of the Board of Directors           May 9, 2000
--------------------
PAUL G. ALLEN

/s/ WILLIAM D. SAVOY     Director                                     May 9, 2000
--------------------
WILLIAM D. SAVOY
</TABLE>



                                      II-5
<PAGE>   8
<TABLE>
<S>                       <C>                                           <C>
/s/  JERALD L. KENT       President, Chief Executive Officer and        May 9, 2000
-----------------------       Director (Principal Executive Officer)
JERALD L. KENT

/S/ KENT D. KALKWARF      Senior Vice President and Chief Financial     May 9, 2000
-----------------------      Officer (Principal Financial Officer
KENT D. KALKWARF             and Principal Accounting Officer

/s/ MARK B. NATHANSON     Director                                      May 9, 2000
-----------------------
MARC B. NATHANSON

/S/ RONALD L. NELSON      Director                                      May 4, 2000
-----------------------
RONALD L. NELSON

/s/ NANCY B. PERETSMAN    Director                                      May 9, 2000
-----------------------
NANCY B. PERETSMAN

/s/ HOWARD L. WOOD        Director                                      May 9, 2000
-----------------------
HOWARD L. WOOD
</TABLE>



                                      II-6
<PAGE>   9
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                               Description
-----------                               -----------
<S>             <C>
        4.1     Charter Communications Holdings, LLC, 1999 Option Plan (1)

     4.1(a)     Amendment No. 1 to the Charter Communications Holdings, LLC 1999
                Option Plan (2)

     4.1(b)     Amendment No. 2 to the Charter Communications Holdings, LLC 1999
                Option Plan(3)

        5.1     Opinion of Paul, Hastings, Janofsky & Walker LLP

       23.1     Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
                exhibit 5.1 of this registration statement)

       23.2     Consent of Arthur Andersen LLP

       23.3     Consent of Ernst & Young LLP

       23.4     Consent of Ernst & Young LLP

       24.1     Power of Attorney (included on the signature page of this
                Registration Statement)
</TABLE>


      (1)   Incorporated by reference to Amendment No. 4 to the registration
            statement on Form S-4 of Charter Communications Holdings, LLC and
            Charter Communications Holdings Capital Corporation filed on July
            22, 1999 (File No. 333-77499)

      (2)   Incorporated by reference to Amendment No. 4 to the registrant's
            registration statement on Form S-1 filed on November 1, 1999 (File
            No. 333-83887)

      (3)   Incorporated by reference to the registrant's Annual Report on Form
            10-K filed on March 30, 2000




                                      II-7
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1
      As filed with the Securities and Exchange Commission on May 9, 2000.

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CHARTER COMMUNICATIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                      43-1857213
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                             12444 POWERSCOURT DRIVE
                                    SUITE 100
                            ST. LOUIS, MISSOURI 63131
                    (Address of Principal Executive Offices)

                     THE CHARTER COMMUNICATIONS OPTION PLAN
                            (Full title of the plan)

                                 CURTIS S. SHAW
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          CHARTER COMMUNICATIONS, INC.
                             12444 POWERSCOURT DRIVE
                                    SUITE 100
                            ST. LOUIS, MISSOURI 63131
                     (Name and Address of Agent for Service)

                                 (314) 965-0555
          (Telephone Number, Including Area Code, of Agent for Service)

                                   COPIES TO:

         LEIGH P. RYAN, ESQ.                        ALVIN G. SEGEL, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP               IRELL & MANELLA, LLP
           399 PARK AVENUE                   1800 AVENUE OF THE STARS, SUITE 900
      NEW YORK, NEW YORK 10022                  LOS ANGELES, CALIFORNIA 90067
            (212) 318-6000                             (310) 277-1010

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                                      Proposed                  Maximum
                                            Amount to be          Maximum Offering             Aggregate                Amount of
Title of Securities to be Registered         Registered          Price Per Share (1)       Offering Price (1)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001             25,009,798(2)                  $                        $                  $120,520.11

Common Stock, par value $0.001              7,044,127(3)                  $                        $                  $ 37,192.99
(1)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(h) under the Securities Act of 1933 as follows:
      (i) in the case of shares of Charter Communications, Inc. Class A common
      stock, par value $0.001 ("Class A Common Stock") to be issued in exchange
      for Charter Communications Holding Company, LLC membership units
      ("Membership Units") purchased upon exercise of outstanding options
      granted under the option plan of Charter Communications Holding Company,
      LLC, as amended (the
2
      "Option Plan"), the fee is calculated on the basis of the price at which
      the options may be exercised when vested: 8,349,581 options exercisable at
      $20.00 per share; 388,600 options exercisable at $20.73 per share;
      4,507,800 options exercisable at $19.00 per share; 5,577,800 options
      exercisable at $19.4688 per share; 1,800,000 options exercisable at
      $15.0313 per share); and (ii) in the case of shares of Class A Common
      Stock for which no Membership Units could be exchanged because options
      have not yet been granted and the option price is therefore unknown, the
      fee is calculated on the basis of the average of the high and low sale
      prices per share of Class A Common Stock as quoted on the Nasdaq National
      Market on May 5, 2000 (within 5 business days prior to filing this
      Registration Statement).

(2)   Represents the aggregate number of shares of Class A Common Stock which
      may be issued upon the exchange of Membership Units issued upon the
      exercise of options which have been granted and/or may hereafter be
      granted under the Option Plan.

(3)   Represents the number of shares of Class A Common Stock issuable in
      exchange for Membership Units issued upon the exercise of options granted
      to the President and Chief Executive Officer of the registrant pursuant to
      an employment agreement with the registrant and a related agreement with a
      subsidiary of the registrant.

                                EXPLANATORY NOTE

         Charter Communications Holdings, LLC, a subsidiary of the registrant,
adopted the Option Plan on February 9, 1999. The Option Plan was assumed by
Charter Communications Holding Company, LLC ("Charter Communications Holding
Company") on May 25, 1999 and the name of the Option Plan was changed in March
2000 to The Charter Communications Option Plan. Upon exercise of an option
issued under the Option Plan, an option holder receives one Charter
Communications Holding Company Membership Unit which is, under the terms of the
Option Plan, automatically exchanged for one share of Class A Common Stock of
the registrant. This registration statement is intended to register shares of
Class A Common Stock to be issued upon the exchange of Membership Units sold
pursuant to the Option Plan.

         In addition, the President and Chief Executive Officer of the
registrant is a party to an employment agreement with the registrant and a
related agreement with Charter Communications Holding Company. These agreements
provide for a grant of options to the President and Chief Executive Officer to
purchase Membership Units and for the automatic exchange of these units for
shares of Class A Common Stock of the registrant on a one-for-one basis. This
registration statement is intended to register shares of Class A Common Stock to
be issued upon the exchange of such Membership Units.

         Pursuant to the Note to Part I of Form S-8, the plan information
specified by Part I of Form S-8 to be contained in a Section 10(a) prospectus
has been or will be distributed to each optionee described above and is not
being filed with the Securities and Exchange Commission. Part II contains
"Information Required in the Registration Statement" pursuant to Part II of Form
S-8.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following information filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:

                  1)    The registrant's Annual Report filed on Form 10-K on
                        March 30, 2000.

                  2)    The description of the Class A Common Stock contained in
                        the registrant's final prospectus filed pursuant to Rule
                        424(b)(3) on November 9, 1999, pursuant to the
                        Securities Act of 1933, as amended (the "Securities
                        Act").

              Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement. In addition, all documents
filed by the registrant with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents with the Commission.

ITEM 4.  DESCRIPTION OF SECURITIES.

              Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by current law.

              The registrant's certificate of incorporation provides that a
director of the registrant shall not be personally liable to the registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability: (i) for any breach of the directors' duty of
loyalty to the registrant or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the

                                      II-1
4
Delaware General Corporation law; or (iv) for any transaction from which the
director derived an improper personal benefit.

              The registrant's bylaws require the registrant, to the fullest
extent authorized by the Delaware General Corporation Law, to indemnify any
person who was or is made a party or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding by reason of the fact that
he is or was a director or officer of the registrant or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise, in each case, against all expense, liability and loss
(including attorneys' fees, judgments, amounts paid in settlement, fines, ERISA
excise taxes or penalties) reasonably incurred or suffered by such person in
connection therewith.

              The registrant has entered into agreements to indemnify Jerald L.
Kent, the President and Chief Executive Officer of the registrant, and Howard L.
Wood, a member of the Board of Directors of the registrant, against claims,
damages, liabilities, losses or expenses incurred or suffered by either of them
in connection with or arising out of their performance of their respective
duties as an officer or director of the registrant.

              The registrant has obtained directors' and officers' liability
insurance policies that are intended to insure such person against certain
liabilities incurred in their respective capacities as directors and officers of
the registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

                                      II-2
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ITEM 8.  EXHIBITS.

              The exhibits filed as part of this registration statement are as
follows:
Exhibit No.                               Description
-----------                               -----------
4.1    Charter Communications Holdings, LLC 1999 Option Plan(1)

     4.1(a)    Amendment No. 1 to the Charter Communications Holdings, LLC 1999
               Option Plan(2)

     4.1(b)    Amendment No. 2 to the Charter Communications Holdings, LLC 1999
               Option Plan(3)

        5.1    Opinion of Paul, Hastings, Janofsky & Walker LLP

       23.1    Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
               exhibit 5.1 of this Registration Statement)

       23.2    Consent of Arthur Andersen LLP

       23.3    Consent of Ernst & Young LLP

       23.4    Consent of Ernst & Young LLP

       24.1    Power of Attorney (included on the signature page of this
               registration statement)
(1)   Incorporated by reference to Amendment No. 4 to the registration
            statement on Form S-4 of Charter Communications Holdings, LLC and
            Charter Communications Holdings Capital Corporation filed on July
            22, 1999 (File No. 333-77499)

      (2)   Incorporated by reference to Amendment No. 4 to the registrant's
            registration statement on Form S-1 filed on November 1, 1999 (File
            No. 333-83887)

      (3)   Incorporated by reference to the registrant's Annual Report on Form
            10-K filed on March 30, 2000

ITEM 9.  UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

            A. (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
      Securities Act;

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement;

                                      II-3
6
            (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the registration statement or
      any material change to such information in the registration statement;

provided, however, that paragraphs (A) (1) (i) and (A) (1) (ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered herein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

            B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                      II-4
7
                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on May 9, 2000.

                                           CHARTER COMMUNICATIONS, INC.,
                                           registrant

                                           By: /s/ CURTIS S. SHAW
                                               ---------------------------------
                                           Name:  CURTIS S. SHAW
                                           Title: Senior Vice President, General
                                                  Counsel and Secretary

                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Curtis S. Shaw, with full power to act as
his true and lawful attorney-in-fact and agent or agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to the registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission and any other regulatory authority, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                           Title                           Date
    ---------                           -----                           ----
/s/ PAUL G. ALLEN        Chairman of the Board of Directors           May 9, 2000
--------------------
PAUL G. ALLEN

/s/ WILLIAM D. SAVOY     Director                                     May 9, 2000
--------------------
WILLIAM D. SAVOY
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/s/  JERALD L. KENT       President, Chief Executive Officer and        May 9, 2000
-----------------------       Director (Principal Executive Officer)
JERALD L. KENT

/S/ KENT D. KALKWARF      Senior Vice President and Chief Financial     May 9, 2000
-----------------------      Officer (Principal Financial Officer
KENT D. KALKWARF             and Principal Accounting Officer

/s/ MARK B. NATHANSON     Director                                      May 9, 2000
-----------------------
MARC B. NATHANSON

/S/ RONALD L. NELSON      Director                                      May 4, 2000
-----------------------
RONALD L. NELSON

/s/ NANCY B. PERETSMAN    Director                                      May 9, 2000
-----------------------
NANCY B. PERETSMAN

/s/ HOWARD L. WOOD        Director                                      May 9, 2000
-----------------------
HOWARD L. WOOD
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                                  EXHIBIT INDEX
Exhibit No.                               Description
-----------                               -----------
4.1     Charter Communications Holdings, LLC, 1999 Option Plan (1)

     4.1(a)     Amendment No. 1 to the Charter Communications Holdings, LLC 1999
                Option Plan (2)

     4.1(b)     Amendment No. 2 to the Charter Communications Holdings, LLC 1999
                Option Plan(3)

        5.1     Opinion of Paul, Hastings, Janofsky & Walker LLP

       23.1     Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
                exhibit 5.1 of this registration statement)

       23.2     Consent of Arthur Andersen LLP

       23.3     Consent of Ernst & Young LLP

       23.4     Consent of Ernst & Young LLP

       24.1     Power of Attorney (included on the signature page of this
                Registration Statement)
(1)   Incorporated by reference to Amendment No. 4 to the registration
            statement on Form S-4 of Charter Communications Holdings, LLC and
            Charter Communications Holdings Capital Corporation filed on July
            22, 1999 (File No. 333-77499)

      (2)   Incorporated by reference to Amendment No. 4 to the registrant's
            registration statement on Form S-1 filed on November 1, 1999 (File
            No. 333-83887)

      (3)   Incorporated by reference to the registrant's Annual Report on Form
            10-K filed on March 30, 2000

                                      II-7