UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. ) *


                          Charter Communications, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                         Common Stock, $0.001 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    16117M107
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 28, 2005
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [x]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)

----------
*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).



CUSIP No. 16117M107
            ---------------------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Kingdon Capital Management, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [_]

3.   SEC USE ONLY

 

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     24,236,312

6.   SHARED VOTING POWER

     N/A

7.   SOLE DISPOSITIVE POWER

     24,236,312

8.   SHARED DISPOSITIVE POWER

     N/A

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     24,236,312

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     5.82%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO

________________________________________________________________________________


CUSIP No. 16117M107
            ---------------------

Item 1(a).  Name of Issuer:

            Charter Communications, Inc.

            ____________________________________________________________________

      (b).  Address of Issuer's Principal Executive Offices:

            12405 Powerscourt Drive
                  St. Louis, Missouri  63131
____________________________________________________________________

Item 2(a).  Name of Person Filing:

            Kingdon Capital Management, LLC
            ____________________________________________________________________

      (b).  Address of Principal Business Office, or if None, Residence:

            152 West 57th Street
            50th Floor
            New York, NY 10019
            ____________________________________________________________________

      (c).  Citizenship:

            Delaware limited liability company
            ____________________________________________________________________

      (d).  Title of Class of Securities:

            Common Stock, $0.001 par value
            ____________________________________________________________________

      (e).  CUSIP Number:

            16117M107
            ____________________________________________________________________

Item 3.     If This Statement  is filed  pursuant to ss.240.13d-1(b) or
            240.13d-2(b), or (c), check whether the person filing is a:

     (a) [_]  Broker or dealer registered under Section 15 of the Exchange Act
              (15 U.S.C. 78c).

     (b) [_]  Bank as defined in Section 3(a)(6) of the Exchange Act (15
              U.S.C. 78c).

     (c) [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
              Act (15 U.S.C. 78c).

     (d) [_]  Investment  company  registered under Section 8 of the Investment
              Company Act of 1940 (15 U.S.C. 80a-8).

     (e) [_]  An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);

     (f) [_]  An employee  benefit plan or endowment  fund in  accordance  with
              s.240.13d-1(b)(1)(ii)(F);

     (g) [_]  A parent  holding  company or control  person in accordance  with
              Rule 13d-1(b)(1)(ii)(G);

     (h) [_]  A savings  association  as defined in Section 3(b) of the Federal
              Deposit Insurance Act (12 U.S.C.1813);

     (i) [_]  A  church  plan  that  is  excluded  from  the  definition  of an
              investment  company  under  Section  3(c)(14)  of the  Investment
              Company Act of 1940 (15 U.S.C. 80a-3);

     (j) [_]  Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          24,236,312
          ______________________________________________________________________

     (b)  Percent of class:

          5.82%
          ______________________________________________________________________

     (c)  Number of shares as to which the person has:

          (i)   Sole power to vote or to direct the vote
 
                                            24,236,312,

          (ii)  Shared power to vote or to direct the vote
 
                                            0,

          (iii) Sole power to dispose or to direct the
                disposition of

                                            24,236,312,

          (iv)  Shared power to dispose or to direct the
                disposition of

                                            0.

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

         Instruction:  Dissolution of a group requires a response to this item.

                                       N/A
         _______________________________________________________________________

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

                                       N/A
         _______________________________________________________________________

Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary.  If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

                                       N/A
         _______________________________________________________________________

Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

                                       N/A
         _______________________________________________________________________

Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

                                       N/A
          ______________________________________________________________________

Item 10.  Certification.

     (a)  The  following  certification  shall be included if the  statement  is
          filed pursuant to Rule 13d-1(b):

          By signing  below I certify  that,  to the best of my  knowledge  and
          belief, the securities referred to above were acquired and are held in
          the ordinary course of business and were not acquired and not held for
          the  purpose  of or with the effect of  changing  or  influencing  the
          control of the issuer of the  securities and were not acquired and are
          not held in  connection  with or as a participant  in any  transaction
          having such purpose or effect.

     (b)  The  following  certification  shall be included if the  statement  is
          filed pursuant to Rule 13d-1(c):

          By signing  below I certify  that,  to the best of my  knowledge  and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or  influencing
          the control of the issuer of the  securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having such purpose or effect.


                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


                                                     January 25, 2006
                                        ----------------------------------------
                                                        (Date)


                                                     /s/ William Walsh
                                        ----------------------------------------
                                                      (Signature)


                                                     William Walsh
                                                     Chief Financial Officer
                                        ----------------------------------------
                                                      (Name/Title)



Note.  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).


48400.0002 #637149