Stock Option Exchange Program Brochure

Exhibit (a)(8)


A Word From Carl

Dear Charter Employee:

Your attitude, efforts, and results each day help the company achieve its goals of superior customer service and growth in our business. Recognizing your critical role, we regularly evaluate the way we reward our people and engage them in the business.

The Charter stock option plans were designed to help motivate employees and reward you for contributing to the company's success. However, many of the stock options you hold do not have the desired effect because their exercise prices at this time are substantially higher than the current trading price of the company's common stock.

Our Board of Directors has extensively reviewed our approach to long-term incentives, and particularly, the use of options. As part of a transition in the way we utilize incentives, we are offering you an opportunity to exchange your stock options with an exercise price of more than $10.00. You will be offered cash or shares of Restricted Stock, depending on the number of shares you are eligible to receive, in exchange for your eligible stock options.

Your participation in this Stock Option Exchange Program is completely voluntary, so if you would like to keep your stock options under their current terms and conditions, no action is required. If you choose to participate, you must take action by 5:00 p.m. Eastern Time on Friday, February 20 .

This brochure provides information about the Stock Option Exchange Program. Please read this information carefully. Complete details, including the Offer to Exchange , are available on the Exchange Program Web Site at www.corporate - action.net/charter .

Thank you for your efforts in serving our customers.

Sincerely,


Carl Vogel
President and CEO


Getting Started

Here's an overview of what you need to know to get started.

What is the offer?

Charter Communications, Inc. (Charter) is offering eligible employees a one-time opportunity to participate in the Stock Option Exchange Program. Employees can exchange (i.e., tender) their stock options that have an exercise price above $10.00. These options were granted under the Charter Communications 1999 Option Plan and the Charter Communications, Inc. 2001 Stock Incentive Plan.

If you do not want to participate, you do not need to do anything. You can continue to hold your stock options, which will remain subject to the terms under which they were granted.

Who is eligible to participate?

Current employees of Charter and its subsidiaries who hold eligible stock options can participate in the Stock Option Exchange Program.

When does the offer period begin and end?

The offer is scheduled to begin on Tuesday, January 20, and end at 5:00 p.m. Eastern Time on Friday, February 20, 2004.

How Do I Make My Decision About Participating in the Offer? n Learn About the Offer Page 1 n Consider Your Decision Page 4 n Make Your Decision Page 4

What information will I receive to help me make my choice?

If you have access to company e-mail, you will receive an e-mail that provides you with your Stock Option Exchange Program Personal Identification Number (PIN). This PIN gives you access to the Charter Communications Exchange Program Web Site where you can find materials that will help you learn about the offer including this brochure, a more detailed document entitled Offer to Exchange , and answers to frequently asked questions. Your personalized grant information, which includes the number of stock options you have available to exchange, is also located on this Web Site.

If you do not have access to e-mail at work, the materials described above will be mailed to your home with your personalized grant information and Stock Option Exchange Program PIN. If you have a computer with Internet access at home, you will be able to access the Web Site by using this PIN.

How do I make an election?

Detailed instructions for making your election are provided in this brochure. You can make your election by:

n Visiting the Charter Communications Exchange Program Web Site at www.corporate - action.net/charter ; or n Calling the Charter Communications Stock Option Exchange Program Telephone Election System at 1-866-716-5749 . The Telephone Election System is available 24 hours a day, 7 days a week throughout the offer period. To ensure timely receipt of your election, we encourage you to make your election online or by phone. However, you may also complete the Election Agreement and send it through the mail. If you choose to mail your election, we strongly encourage you to use an overnight delivery service or certified mail with return receipt requested .

Questions?

Charter has selected Mellon Investor Services LLC (Mellon) to manage this process. Customer service representatives are available to answer your general questions, although they are not permitted to provide advice. To reach a customer service representative, call Mellon at 1-888-778-1316 Monday through Friday from 9:00 a.m. to 6:00 p.m. Eastern Time throughout the offer period.

If you decide to participate in the offer, Mellon must receive your election through the Web Site, the Telephone Election System, or by mail by 5:00 p.m. Eastern Time on Friday, February 20, 2004 .

Learn About the Offer

In deciding whether or not to exchange your eligible stock options, it is important to understand how the Stock Option Exchange Program works.

Overview of Our Offer

This section provides an overview of the offer Charter is making to eligible employees. For complete details, please refer to the Offer to Exchange document.

n Current employees who have outstanding stock options with an exercise price of more than $10.00 may choose to tender eligible stock options. Both vested and unvested stock options may be exchanged. Stock options are considered outstanding if they have not been exercised before the end of the offer period. n If you choose to participate in the Stock Option Exchange Program, you must tender all of your eligible stock options with an exercise price of more than $10.00. You may not tender only a portion of your eligible stock options.

Stock Options 101

Here's an overview of what stock options are and how they work.

A stock option is the opportunity to purchase shares of stock in the future at a price ("exercise price") that is fixed for a specific period of time.

You can exercise your stock options that is, use them to buy stock as soon as you become vested. Your stock option grant(s) specify the vesting schedule and the stock option term, or length of time you have to purchase the shares once your options vest.

If the market price goes up during the term of the stock option, your stock options will allow you to buy Charter Communications shares at below-current market prices. However, if the market price is below the exercise price which is the case for all options eligible for this exchange you would not receive any value if you exercised these options now.

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n You will receive either cash or restricted shares of our Class A common stock (Restricted Stock), based on the number of shares you are eligible to receive. Use the exchange ratios described in this brochure to determine whether you are eligible for cash or Restricted Stock. This information is also included on the Web Site or, if you do not have access to e-mail at work, on the personalized statement enclosed with this brochure.

The Exchange Ratio for Your Stock Options

Our Board of Directors, working with our outside compensation advisors, developed this exchange offer to allow you to realize some value from past option grants. The exchange offer is based on the exchange ratios in the following table. It uses an assigned value of $5.00 per share for the Restricted Stock that you would receive in the exchange. If the exercise price of eligible The number of shares of Restricted Stock stock options equals: issued equals: $18.00 or more per share 1 share of Restricted Stock for every 10 stock options $14.00-$17.99 per share 1 share of Restricted Stock for every 7 stock options $10.01-$13.99 per share 1 share of Restricted Stock for every 5 stock options $10.00 or less Not eligible for exchange

Review Your Personalized Grant Information

You do not need to complete these calculations yourself. Along with other personal information, these calculations will be available online at the Exchange Program Web Site or, if you do not have access to e-mail at work, on the personalized statement enclosed with this brochure.

n If, after applying the exchange ratios, you would receive a total of 400 or fewer shares of Restricted Stock, we will pay you cash. To determine the total amount of the cash payout, multiply the number of shares you would have recei ...