CHARTER COMMUNICATIONS INTERNATIONAL INC /TX/
10-C, 1996-09-13
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                 INTER-DEALER QUOTATION SYSTEM FILED PURSUANT TO
               SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                 OF 1934 AND RULES 13a-17 AND 15d-17 THEREUNDER

                   CHARTER COMMUNICATIONS INTERNATIONAL, INC.
                 (Exact Name of Issuer as Specified in Charter)

                   17100 EL CAMINO REAL, HOUSTON, TEXAS  77058
                    (Address of Principal Executive Offices)

                                 (713) 486-8337
                (Issuer's Telephone Number, Including Area Code)

                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING



     Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:

     1.   Title of security:  Common Stock  $.00001 par value per share
     2.   Number of shares outstanding before the change:  11,618,233
     3.   Number of shares outstanding after the change:  20,618,193
     4.   Effective date of change:  September 5, 1996
     5.   Method of Change:

     Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.)

     Exchange in connection with acquisition.

     Give brief description of transaction:  Acquisition of Overlook
Communications International Corporation in which .20258928 shares of common
stock of issuer were exchanged for each outstanding share of target stock.

                          II.  CHANGE IN NAME OF ISSUER

     1.   Name prior to change ______________________________________________
     2.   Name after change _________________________________________________
     3.   Effective date of charter amendment changing name _________________
     4.   Date of shareholder approval of change, if required _______________

Date 9/12/96                                    David G. Olson
                                                -----------------------------
                                                (Officers Signature and Title)
                                                CEO



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