EXHIBIT 10.16
                                                                          PAGE 1

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE

                         _____________________________


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED 
PARTNERSHIP OF "CHARTER COMMUNICATIONS ENTERTAINMENT II, L.P.", FILED IN THIS 
OFFICE ON THE TWENTIETH DAY OF APRIL, A.D. 1995, AT 1:30 O'CLOCK P.M.

                                   (SEAL)    /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State

2500493 8100                                 AUTHENTICATION:     7656303

950221976                                              DATE:     09-27-95

 
                      CERTIFICATE OF LIMITED PARTNERSHIP

                                      OF

                 CHARTER COMMUNICATIONS ENTERTAINMENT II, L.P.


          This Certificate of Limited Partnership of Charter Communications 
Entertainment II, L.P. (the "Partnership"), dated as of April 19, 1995, is being
duly executed and filed by CCT Holdings Corp., a Delaware corporation, as 
general partner, to form a limited partnership pursuant to the Delaware Revised 
Uniform Limited Partnership Act, Title 6 Delaware Code, Chapter 17.

          1.   The name of the limited partnership is Charter Communications 
Entertainment II, L.P.

          2.   The address of the Partnership's registered office in the State 
of Delaware is the Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of the Partnership's registered agent 
for service of process at such address is The Corporation Trust Company.

          3.   The name and business address of the sole general partner of the 
Partnership is:

                    CCT Holdings Corp.
                c/o Charter Communications, Inc.
                    12444 Powerscourt Drive
                    St. Louis, Missouri  63131

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of 
Limited Partnership of Charter Communications Entertainment II, L.P. as of the 
date first above written.

                              CHARTER COMMUNICATIONS
                                   ENTERTAINMENT II, L.P.

                              By:  CCT Holdings Corp.,
                                   general partner

                                   By: /s/ Neil A. Torpey
                                       ---------------------------------  
                                       Name: Neil A. Torpey
                                       Title: Assistant Secretary