- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Rutledge Thomas

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/13/2012

3. Issuer Name and Ticker or Trading Symbol

CHARTER COMMUNICATIONS, INC. /MO/ [CHTR]

(Last) (First) (Middle)

C/O CHARTER COMMUNICATIONS, INC., 12405 POWERSCOURT DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
President and CEO /

(Street)

ST. LOUIS, MO 63131

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	306700 ⁽¹⁾	D
Class A Common Stock	305000 ⁽²⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Vesting Stock Options	⁽³⁾	12/19/2021	Class A Common Stock	446800	$53.595	D
Time-Vesting Stock Options	⁽⁴⁾	12/19/2021	Class A Common Stock	200000	$53.595	D

Explanation of Responses:
( 1)	Restricted Stock granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 102,233 shares subject to the attainment of a $60 per-share hurdle; 102,233 shares subject to the attainment of a $80 per-share hurdle; and 102,234 shares subject to the attainment of a $100 per-share hurdle (each with a ten-year term). Vesting schedule as follows: (i) 25% first eligible to vest on December 19, 2012; (ii) 25% first eligible to vest on December 19, 2013; (iii) 25% first eligible to vest on December 19, 2014; and (iv) 25% first eligible to vest on December 19, 2015.
( 2)	Restricted Stock granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan. Vesting in 25% installments on each of the first four anniversaries of February 13, 2012.
( 3)	Stock options granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 75,000 stock options subject to the attainment of a $60 per-share hurdle (with a 10-year term); 75,000 stock options subject to the attainment of a $80 per-share hurdle (with a 10-year term); 75,000 stock options subject to the attainment of a $100 per-share hurdle (with a 10-year term); 110,900 stock options subject to the attainment of a $125 per-share hurdle (with a 4-year term); and 110,900 stock options subject to the attainment of a $150 per-share hurdle (with a four year term). Vesting schedule as follows: (i) 25% first eligible to vest on December 19, 2012; (ii) 25% first eligible to vest on December 19, 2013; (iii) 25% first eligible to vest on December 19, 2014; and (iv) 25% first eligible to vest on December 19, 2015.
( 4)	Stock options granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan. Vesting in 25% installments on each of the first four anniversaries of February 13, 2012.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rutledge Thomas C/O CHARTER COMMUNICATIONS, INC. 12405 POWERSCOURT DRIVE ST. LOUIS, MO 63131	X		President and CEO

Signatures
/s/ Thomas M. Rutledge		2/22/2012
^** 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 5(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.