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                                                                  EXHIBIT 3.1(b)

                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF

                         CHARTER COMMUNICATIONS, INC.,
                             A DELAWARE CORPORATION

     Charter Communications, Inc., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:

     1. That Paragraph (a) of Article THIRD of the Restated Certificate of
Incorporation of this corporation is amended to read in full as follows:

          "(a) CORPORATE PURPOSE.  The purpose of the Corporation is to engage
     in any lawful act or activity for which a corporation may be organized
     under the General Corporation Law of the State of Delaware (the "GCL"); (i)
     provided, however, that until all outstanding shares of Class B Common
     Stock of the Corporation (as hereinafter defined) have been converted into
     shares of Class A Common Stock of the Corporation (as hereinafter defined)
     in accordance with Clause (b)(viii) of Article Fourth of this Certificate
     of Incorporation, the Corporation shall not engage directly or indirectly,
     including without limitation through any Subsidiary, in any business other
     than (A) the cable transmission business, (B) as a member or shareholder
     of, and subscriber to, the portal joint venture with Broadband Partners,
     (C) as an owner and operator of the business of Interactive Broadcaster
     Services Corporation, a California corporation ("IBSC"), which shall
     include solely the ownership of its assets and continuation of its business
     substantially as owned and conducted at the effective time of the merger of
     this Corporation with IBSC, (D) as a member of and service provider to the
     joint venture for the development of a licensable reference design for a
     cable set-top box with functionalities of a video cassette recorder and a
     personal video recorder, (E) as a member of Cable Sports Southeast, LLC, a
     Delaware limited liability company ("Cable Sports"), so long as Cable
     Sports continues to conduct substantially the same business conducted by it
     on October 24, 2000, and (F) as a shareholder of High Speed Access Corp., a
     Delaware corporation ("HSA"), so long as HSA continues to conduct
     substantially the same business as conducted by it at the time of the
     consummation of the transactions contemplated by the Stock Purchase
     Agreement dated as of October 19, 2000 among the Corporation, HSA and
     Vulcan Ventures Incorporated, as it may be amended from time to time; and
     (ii) provided further, that to the extent that, as of the date of the
     closing of the initial registered public offering of shares of Class A
     Common Stock on Form S-1 (the "IPO Date"), the Corporation was directly or
     indirectly engaged in or had agreed to acquire directly or indirectly any
     business other than a cable transmission business or as a member of, and
     subscriber to, the portal joint venture with Broadband Partners (any such
     other business, an "Incidental Business," and collectively, "Incidental
     Businesses") so long as (A) such Incidental Businesses so engaged in by the
     Corporation on the IPO Date in the aggregate on such date accounted for
     less than ten percent (10%) of the consolidated revenues of the total
     business engaged in by the Corporation or (B) such Incidental Businesses
     which on the IPO Date the Corporation had agreed to acquire in the
     aggregate on such date accounted for less than ten percent (10%) of the
     consolidated revenues of the total businesses to be acquired, as
     applicable, the Corporation may, directly or indirectly, including through
     any Subsidiary, continue to conduct any such Incidental Business and the
     foregoing limitation on the business and purpose of the Corporation shall
     not require that any such Incidental Business be divested by the
     Corporation, but the Corporation shall not, directly or indirectly, expand
     any such Incidental Business by means of any acquisition or any commitment
     of the Corporation's or any Subsidiary's resources or financial support.
     "Cable transmission business" means the transmission of video, audio
     (including telephony) and data over cable television systems owned,
     operated or managed by the Corporation or any Subsidiary; provided, that,
     the businesses of RCN Corporation and its subsidiaries shall not be deemed
     to be a cable transmission business. "Subsidiary" means any corporation,
     limited
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     liability company, partnership, association, joint venture or other
     business entity of which (i) if a corporation, ten percent (10%) or more of
     the total voting power of shares of stock entitled to vote in the election
     of directors thereof or ten percent (10%) or more of the value of the
     equity interests is at the time owned or controlled, directly or
     indirectly, by the Corporation or one or more of its Subsidiaries, or (ii)
     if a limited liability company, partnership, association or other business
     entity, ten percent (10%) or more of the partnership or other similar
     ownership interests thereof is at the time owned or controlled, directly or
     indirectly, by the Corporation or one or more of its Subsidiaries. The
     Corporation shall be deemed to have a ten percent (10%) or greater
     ownership interest in a limited liability company, partnership, association
     or other business entity gains or losses or shall be or control the person
     managing such limited liability company, partnership, association or other
     business entity."

     2. Said Amendment has been duly adopted in accordance with the provisions
of Section 242 of the Delaware General Corporation Law, by approval of the Board
of Directors of the corporation and by the affirmative vote of the holders of at
least a majority of the outstanding Class B Common Stock entitled to vote
thereon.

     IN WITNESS WHEREOF, CHARTER COMMUNICATIONS, INC. has caused this
Certificate of Amendment of Certificate of Incorporation to be signed by its Sr.
Vice Pres. this 24th day of October, 2000.

                                          CHARTER COMMUNICATIONS, INC.

                                          By: /s/ CURTIS S. SHAW
                                            ------------------------------------
                                          Name: Curtis S. Shaw
                                          Title: Sr. Vice President