Exhibit 10.39

                               SECOND AMENDMENT TO
                       PURCHASE AND CONTRIBUTION AGREEMENT

         THIS SECOND AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT
("Second Amendment") is made and entered into as of October 27, 1999 by and
among Charter Investment, Inc., a Delaware corporation formerly known as
Charter Communications, Inc. ("CII"), Charter Communications Holding Company,
LLC, a Delaware limited liability company ("Charter LLC"), Falcon
Communications, L.P., a California limited partnership ("Falcon"), Falcon
Holding Group, L.P., a Delaware limited partnership ("FHGLP"), TCI Falcon
Holdings, LLC, a Delaware limited liability company ("TCI"), Falcon Cable
Trust, a California trust ("FC Trust"), Falcon Holding Group, Inc., a
California corporation ("FHGI"), and DHN Inc., a California corporation
("DHN") (FHGLP, TCI, FC Trust, FHGI and DHN are sometimes referred to herein
as "Sellers").

                              PRELIMINARY STATEMENT

         A. CII, Falcon, and Sellers entered into the Purchase and
Contribution Agreement on May 26, 1999 (the "Purchase and Contribution
Agreement"), which was amended and modified by a First Amendment to Purchase
and Contribution Agreement dated as of June 22, 1999 ("First Amendment").

         B. The parties hereto desire to modify the Purchase and Contribution
Agreement in certain respects as described herein. Section 11.9 of the
Purchase and Contribution Agreement provides that the Purchase and
Contribution Agreement may be amended; provided that any such amendment will
be binding on the parties prior to Closing only if set forth in a writing
executed by them.

         C. Section 8.1(a)(1) of the Purchase and Contribution Agreement
provides that the Closing shall take place on the date specified therein or
on such earlier or later date as FHGLP and CII shall mutually agree. FHGLP,
CII and Charter LLC desire to designate a certain date for the Closing in
certain events as specified herein.

         NOW, THEREFORE, the parties hereto agree as follows:

         1. Except as otherwise provided in this Second Amendment, all
capitalized terms used herein and not otherwise defined herein shall have the
same meanings assigned to them in the Purchase and Contribution Agreement, as
amended and modified by the First Amendment.

         2. For purposes of this Second Amendment, "Charter IPO" means the
initial public offering of shares of Class A Common Stock of Charter
Communications, Inc. that is described in the Preliminary Prospectus dated
October 18, 1999.

         3. In the event FHGLP would be authorized to specify a date for the
Closing that is on or before November 11, 1999 in accordance with Section
8.1(a)(1) of the Purchase and Contribution Agreement and FHGLP has heretofore
specified, or after the date hereof specifies, such a date for the Closing,
then, notwithstanding any such specification, FHGLP agrees to



postpone the date for the Closing to the earlier of (A) the date on which the
Charter IPO is consummated (in which event the Closing will occur
concurrently with the consummation of the Charter IPO) and (B) November 19,
1999; and FHGLP, CII and Charter LLC agree to consummate the Closing on such
earlier date in such event. If the date for the Closing is determined
pursuant to the preceding sentence, such date shall be deemed determined in
accordance with Section 8.1(a)(1) of the Purchase and Contribution Agreement
for all purposes of the Purchase and Contribution Agreement (including, but
not limited to, Section 9). Accordingly, consummation of the Closing remains
subject to satisfaction or, to the extent permitted by law, waiver, of the
closing conditions described in Section 7 and subject to Sections 8.1(a)(2),
8.1(a)(3) and 8.1(a)(4) of the Purchase and Contribution Agreement, and the
proviso at the end of Section 8.1(a)(1) shall still apply. In the event FHGLP
would not be authorized to specify a date for the Closing that is on or
before November 11, 1999 in accordance with Section 8.1(a)(1) of the Purchase
and Contribution Agreement or FHGLP does not specify such a date for the
Closing, the date for the Closing shall be determined in accordance with the
provisions of the Purchase and Contribution Agreement without regard to this
Second Amendment.

         4. The parties hereby agree that the Purchase and Contribution
Agreement, as amended and modified by the First Amendment, is hereby deemed
further amended in all respects necessary to give effect to the consents,
agreements and waivers contained in this Second Amendment, whether or not a
particular Section or provision of the Purchase and Contribution Agreement
has been referred to in this Second Amendment. Except as amended hereby, the
Purchase and Contribution Agreement, as amended and modified by the First
Amendment, shall remain unchanged and in full force and effect, and this
Second Amendment shall be governed by and subject to the terms of the
Purchase and Contribution Agreement, as amended and modified by the First
Amendment and this Second Amendment. From and after the date of this Second
Amendment, each reference in the Purchase and Contribution Agreement to "this
Agreement," "hereof," "hereunder" or words of like import, and all references
to the Purchase and Contribution Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of every kind
and nature (other than in this Second Amendment or as otherwise expressly
provided) shall be deemed to mean the Purchase and Contribution Agreement, as
amended and modified by the First Amendment and as further amended and
modified by this Second Amendment, whether or not such First Amendment or
Second Amendment is expressly referenced. This Second Amendment may be signed
in one or more counterparts, each of which shall constitute an original but
which when taken together shall constitute one instrument.