Exhibit 3.10(b)

             FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                   CCH I, LLC
                     (a Delaware Limited Liability Company)

     This First Amendment (the "Amendment") to the Limited Liability Company
Agreement of CCH I, LLC (the "Company") is made as of June 22, 2004 by Charter
Communications Holdings, LLC, a Delaware limited liability company (the
"Member"), as the sole member of the Company.

                                   WITNESSETH:

     WHEREAS, in an Unanimous Written Consent dated June 18, 2004, the Board of
Directors of Charter Communications, Inc., acting in its capacity as Manager of
the Company, approved amending Section 4 (b) of the Limited Liability Agreement;

     WHEREAS, the Member wishes to amend Section 4 (b) - Board of Directors of
the Limited Liability Company Agreement to reflect the increase in the number of
directors for the Company;

     NOW THEREFORE, the Member hereby deems it advisable and in the best
interest of the Company to amend Section 4 as follows:

     SECTION 4 (b) - Board of Directors

     iii) The number of directors on the date hereof is two, which number may be
changed from time to time by the Manager.

     IN WITNESS WHEREOF, the Member has caused this Amendment to be duly
executed on the date first above written.

                                      CHARTER COMMUNICATIONS HOLDINGS, LLC


                                      By: /s/ Patricia M. Carroll
                                          --------------------------------------
                                          Patricia M. Carroll
                                          Vice President and Assistant Secretary