POST-EFFECTIVE AMENDMENT #1:CHARTER COMMUNICATIONS
 

As filed with the Securities and Exchange Commission on August 8, 2005
Registration No. 333-121136

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to
Form S-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933
Charter Communications, Inc.
(Exact name of registrant as specified in its Charter)
         
Delaware   4841   43-1857213
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification Number)
12405 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(Address, including zip code, and telephone number, including area code,
of registrant principal executive offices)
Paul E. Martin
Senior Vice President, Interim Chief Financial Officer, Principal Accounting Officer and Corporate Controller
12405 Powerscourt Drive
St. Louis, Missouri 63131
(314) 965-0555
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
     
Alvin G. Segel, Esq.
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, California 90067-4276
(310) 277-1010		   Jeremy W. Dickens
Brian A. Haskel
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000

      Approximate date of commencement of proposed sale to the public: Not Applicable.

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

      If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

      This Post-Effective Amendment shall become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, on such date as the Commission, acting pursuant to said Section 8(c), may determine.

 

Deregistration of Shares

      Charter Communications, Inc. (“Charter”) filed with the Securities and Exchange Commission a Registration Statement on Form S-1, as amended (File No. 333-121136), which originally registered 150,000,000 shares of Charter’s Class A common stock, par value $.001 per share. This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 is filed to deregister 122,830,000 shares of the Class A common stock previously registered on such Form S-1 that remained unsold at the close of business on July 29, 2005.

 

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of St. Louis, State of Missouri, on August 5, 2005.

  CHARTER COMMUNICATIONS, INC.,
  Registrant

  By:  /s/ Paul E. Martin
 
  Name:        Paul E. Martin
  Title: Senior Vice President,
Interim Chief Financial Officer,
Principal Accounting Officer
and Corporate Controller

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

             
Signature Title Date
 
*
Paul G. Allen 		  Chairman of the Board of Directors   August 5, 2005
 
*
Robert P. May 		  Interim President, Chief Executive Officer, Director (Principal Executive Officer)   August 5, 2005
 
/s/ Paul E. Martin
Paul E. Martin 		  Senior Vice President,
Interim Chief Financial Officer,
Principal Accounting Officer and
Corporate Controller (Principal Financial Officer and Principal Accounting Officer) 		  August 5, 2005
 
*
W. Lance Conn 		  Director   August 5, 2005
 
*
Jonathan L. Dolgen 		  Director   August 5, 2005
 
*
David C. Merritt 		  Director   August 5, 2005
 
*
Marc B. Nathanson 		  Director   August 5, 2005
 
*
Jo Allen Patton 		  Director   August 5, 2005
 
*
John H. Tory 		  Director   August 5, 2005

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Signature Title Date
 
*
Larry W. Wangberg 		  Director   August 5, 2005
 
*By:   /s/ Thomas J. Hearity
Thomas J. Hearity
Attorney-in-Fact 		       

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