SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

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FORM 10-Q/A

(Amendment No. 1)

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(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

or

[  ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file numbers:

              333-75415

             333-75415-03

CC V Holdings, LLC*
CC V Holdings Finance, Inc.*



|Delaware
Delaware                                              | 13-4029965
13-4029969                  
|-------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)

12405 Powerscourt Drive
St. Louis, Missouri   63131

(314) 965-0555







Indicate by check mark whether the registrants: (1) have filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrants
were required to file reports), and (2) have been subject to such filing
requirements for the past 90 days. YES [X] NO [  ]

Indicate by check mark whether the reistrants are accelerated filers (as defined
in Rule 12b-2 of the Exchange Act). YES [  ] NO [X]Indicate the number of shares outstanding of each of the issuers' classes of
common stock, as of the latest practicable date:All of the issued and outstanding shares of capital stock of CC V Holdings Finance,
Inc. are held by CC V Holdings, LLC.  All of the limited liability company membership
interests of CC V Holdings, LLC are held by Charter Communications Holdings, LLC,
a reporting company under the Exchange Act.
There is no public trading market for any of the aforementioned limited
liability company membership interests or shares of capital stock.

* CC V Holdings, LLC and CC V Holdings Finance, Inc. meet the
conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q
and are therefore filing this Form with the reduced disclosure format.







CC V Holdings, LLC

                          CC V Holdings Finance, Inc.


      Form 10-Q/A

      Quarter Ended September 30, 2002

                                Table of Contents



|                                  | Page No.
|--------------------------------- | --------
|PART I.   FINANCIAL INFORMATION   |         
|                                  |         
|Item 4.   Controls and Procedures | 3       
|                                  |         
|Signatures                        | 4       
|                                  |         
|Certifications                    | 5       

Explanatory Note

This quarterly report on Form 10-Q/A is being filed to amend
Item 4. "Controls and Procedures."  Accordingly, pursuant to Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, this Form 10-Q/A contains the complete
text of Item 4. "Controls and Procedures" as amended.
This report continues to speak as of the date of the original filing of the Form
10-Q on November 19, 2002, and the registrants have not updated the disclosures in
this report to speak as of a later date (except where necessary to reflect the
change in titles of various members of management).

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PART I. FINANCIAL INFORMATION.



Within 90 days prior to November 19, 2002 (i.e., the original filing date of
the report amended hereby),
management, including our Chief Executive Officer, our then Chief Financial Officer and our then
Chief Administrative Officer (and current interim Chief Financial Officer),
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures with respect to the information generated for use in
this Quarterly Report.  The evaluation was based in part upon reports and
affidavits provided by a number of executives.
Based upon, and as of the date of that evaluation, our
Chief Executive Officer, our then Chief Financial Officer and our then Chief Administrative Officer (and
current interim Chief Financial Officer) concluded that the
disclosure controls and procedures were effective to provide reasonable assurances
that information required to be disclosed in the reports we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Commission's rules and forms.



There were no significant changes in our internal
controls or in other factors
that could significantly
affect these controls subsequent to the date of their evaluation.



In designing and evaluating the disclosure controls and procedures,
our management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance of
achieving the desired control objectives and management necessarily was required
to apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.  Based upon the above evaluation, our
management believes that its controls do provide such reasonable assurances.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrants have duly caused this
Amendment No. 1 on Form 10-Q/A to the
Quarterly Report on Form 10-Q to be signed on their behalf by the undersigned, thereunto duly
authorized.

|                    | CC V HOLDINGS, LLC                                                                                                                                                                               
|------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                                  
|Dated: June 2, 2003 | By:CHARTER COMMUNICATIONS,
INC.,                                                                                                                                                                 
|                    | Registrants' Manager                                                                                                                                                                             
|                    |                                                                                                                                                                                                  
|                    | By:/s/ Steven A. Schumm                                                                                                                                                                          
|                    | Name:  Steven A. Schumm                                                                                                                                                                          
|                    | Title:  Executive Vice President, Chief
Administrative Officer and Interim Chief Financial Officer (Principal
Financial Officer) of Charter Communications, Inc. (Manager)
and CC V Holdings, LLC
|                    |                                                                                                                                                                                                  
|                    | By:/s/ Paul E. Martin                                                                                                                                                                            
|                    | Name:  Paul E. Martin                                                                                                                                                                            
|                    | Title: Senior Vice President and Corporate
Controller (Principal Accounting Officer) of Charter Communications,
Inc. (Manager) and CC V Holdings, LLC                                            
|                    |                                                                                                                                                                                                  
|                    | CC V HOLDINGS FINANCE, INC.                                                                                                                                                                      
|                    |                                                                                                                                                                                                  
|Dated: June 2, 2003 | By:/s/ Steven A. Schumm                                                                                                                                                                          
|                    | Name:  Steven A. Schumm                                                                                                                                                                          
|                    | Title:  Executive Vice President, Chief
Administrative Officer and Interim Chief Financial Officer (Principal
Financial Officer) of CC V Holdings Finance, Inc.                                  
|                    |                                                                                                                                                                                                  
|                    |                                                                                                                                                                                                  
|                    | By:/s/ Paul E. Martin                                                                                                                                                                            
|                    | Name:  Paul E. Martin                                                                                                                                                                            
|                    | Title: Senior Vice President - Corporate
Controller (Principal Accounting Officer) of CC V Holdings Finance, Inc.                                                                                
|                    |                                                                                                                                                                                                  
|                    |                                                                                                                                                                                                  
|                    |                                                                                                                                                                                                  

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CERTIFICATIONS

Certification of Chief Executive Officer



I, Carl E. Vogel, certify that:



1.	I have reviewed this quarterly report on Form 10-Q/A of
CC V Holdings, LLC and CC V Holdings Finance, Inc. ("Quarterly Report");



2.	Based on my knowledge, this Quarterly Report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this Quarterly Report;



3.	[Omitted];



4.	The registrants' other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrants and we
have:



a)	designed such disclosure controls and procedures to
ensure that material information relating to the registrants, including their
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;



b)	evaluated the effectiveness of the registrants'
disclosure controls and procedures as of a date within 90 days prior to the original
filing date of the Quarterly Report on Form 10-Q amended by
this report (the "Evaluation Date"); and



c)	presented in this Quarterly Report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;



5.	The registrants' other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrants' auditors and
the audit committee of registrants' board of directors (or persons performing
the equivalent function):



a)	all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrants' ability to
record, process, summarize and report financial data and have identified for the
registrants' auditors any material weaknesses in internal controls; and



b)	any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and



6.	The registrants' other certifying officer and I have
indicated in this Quarterly Report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the Evaluation Date,
including any corrective actions with regard to significant deficiencies and
material weaknesses.











Date: June 2, 2003



/s/  Carl E. VogelCarl E. Vogel
Chief Executive Officer





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Certification of Chief Financial Officer



I, Steven A. Schumm, certify that:



1.	I have reviewed this quarterly report on Form 10-Q/A of
CC V Holdings, LLC and CC V Holdings Finance, Inc. ("Quarterly Report");



2.	Based on my knowledge, this Quarterly Report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this Quarterly Report;



3.	[Omitted];



4.	The registrants' other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrants and we
have:



a)	designed such disclosure controls and procedures to
ensure that material information relating to the registrants, including their
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;



b)	evaluated the effectiveness of the registrants'
disclosure controls and procedures as of a date within 90 days prior to the original
filing date of the Quarterly Report on Form 10-Q amended by
this report (the "Evaluation Date"); and



c)	presented in this Quarterly Report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;



5.	The registrants' other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrants' auditors and
the audit committee of registrants' board of directors (or persons performing
the equivalent function):



a)	all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrants' ability to
record, process, summarize and report financial data and have identified for the
registrants' auditors any material weaknesses in internal controls; and



b)	any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and



6.	The registrants' other certifying officer and I have
indicated in this Quarterly Report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the Evaluation Date,
including any corrective actions with regard to significant deficiencies and
material weaknesses.









Date: June 2, 2003



/s/  Steven A. SchummSteven A. Schumm
Chief Administrative Officer and 
Interim Chief Financial Officer