ITEM 8.01 OTHER EVENTS.
On November 20, 2012, Charter Communications, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC (collectively, the "Underwriters") and the selling stockholders named therein (collectively, the "Selling Stockholders") for the sale of an aggregate 3,100,000 shares of Class A common stock, par value $0.001 per share, of the Company (the "Shares") by the Selling Stockholders. The offering and sale of the Shares was made pursuant to a shelf registration statement on Form S-3, initially filed with the Securities and Exchange Commission on November 10, 2010 (No. 333-170530), and a prospectus supplement dated November 20, 2012. The Underwriting Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company did not receive any proceeds from the sale of the Shares by the Selling Stockholders.
On November 27, 2012, the Selling Stockholders completed the sale of the Shares pursuant to the Underwriting Agreement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number Description 99.1 Underwriting Agreement, dated as of November 20, 2012, by and among Charter Communications, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and the Selling Stockholders named therein. * ___________

* filed herewith

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