FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

OCM FIE, LLC
2. Issuer Name and Ticker or Trading Symbol

CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

4/26/2011
(Street)

LOS ANGELES, CA 90071
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   4/26/2011     A (1)    585   A $0   585   I   See footnote   (2)
Class A Common Stock   4/26/2011     A (3)    1633   A $0   2218   I   See footnote   (2)
Class A Common Stock   4/26/2011     A (4)    394   A $0   2612   I   See footnote   (5)
Class A Common Stock   4/26/2011     A (6)    1633   A $0   4245   I   See footnote   (5)
Class A Common Stock                  2536   D   (7)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Grant of Restricted Stock (price not applicable) to Bruce Karsh valued at $32,219.18 on date of grant as pro-rated from December 1, 2010 to date of grant, to fully vest on anniversary date of grant.
( 2)  Bruce Karsh is the President of Oaktree Capital Management, L.P. ("Oaktree"), a registered investment adviser under the Investment Advisers Act of 1940, as amended. These shares of Class A Common Stock are held directly by Bruce Karsh for the benefit of OCM FIE, L.P. ("FIE"), a wholly owned subsidiary of Oaktree. Pursuant to the policies of Oaktree, Bruce Karsh must hold these shares of Class A Common Stock on behalf of and for the sole benefit of FIE and is assigning all economic, pecuniary and voting rights to FIE.
( 3)  Grant of Restricted Stock (price not applicable) to Bruce Karsh valued at $90,000 on date of grant, to fully vest on anniversary date of grant.
( 4)  Grant of Restricted Stock (price not applicable) to Edgar Lee valued at $21,698.82 on date of grant as pro-rated from December 1, 2010 to date of grant, to fully vest on anniversary date of grant.
( 5)  Edgar Lee is a Senior Vice President of Oaktree. These shares of Class A Common Stock are held directly by Edgar Lee for the benefit of FIE. Pursuant to the policies of Oaktree, Edgar Lee must hold these shares of Class A Common Stock on behalf of and for the sole benefit of FIE and is assigning all economic, pecuniary and voting rights to FIE.
( 6)  Grant of Restricted Stock (price not applicable) to Edgar Lee valued at $90,000 on date of grant, to fully vest on anniversary date of grant.
( 7)  Represents shares of Class A Common Stock that were previously held directly by Bruce Karsh for the benefit of FIE. Such shares have since been transferred to FIE.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OCM FIE, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
X X

OAKTREE CAPITAL MANAGEMENT LP
333 S GRAND AVE 28TH FL
LOS ANGELES, CA 90071
X X

Oaktree Holdings, Inc.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
X X

Oaktree Capital Group, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
X X

Oaktree Capital Group Holdings, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
X X

Oaktree Capital Group Holdings GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
X X


Signatures
See signatures included in Exhibit 99.1 4/28/2011
** 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 4(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.
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