EXHIBIT 32.2





                        CERTIFICATION OF CHIEF FINANCIAL
                  OFFICER REGARDING PERIODIC REPORT CONTAINING
                              FINANCIAL STATEMENTS



         I, Steven A. Schumm, the Chief Administrative Officer and Interim Chief
Financial Officer of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation (collectively, the "Company") in
compliance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, hereby certify that, the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 2003 (the "Report") filed
with the Securities and Exchange Commission:

o     fully complies with the requirements of Section 13(a) of the Securities
      Exchange Act of 1934; and

o     the information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.



                                  /s/  Steven A. Schumm
                                  ----------------------------------------------
                                  Steven A. Schumm
                                  Chief Administrative Officer and Interim Chief
                                  Financial Officer
                                  November 12, 2003