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                                                              EXHIBIT 10.12(a)


                   FIRST AMENDMENT TO AMENDED AND RESTATED
                     AGREEMENT OF LIMITED PARTNERSHIP OF
                        CHARTER COMMUNICATIONS, L.P.


                This First Amendment ("First Amendment") to that certain
Amended and Restated Agreement of Limited Partnership of Charter
Communications, L.P., a Delaware limited partnership (the "Partnership"), dated
as of March 28, 1996 (the "Partnership Agreement") by and between CCP One,
Inc., a Delaware corporation ("CCP I"), and Charter Communications Southeast,
L.P., a Delaware limited partnership ("Charter Southeast"), is made as of the
28th day of February, 1997, by and between CCP I and Charter Southeast.

                                  RECITALS

                WHEREAS, pursuant to that certain Contribution Agreement (the
"Contribution Agreement"), dated as of February 28, 1997, by and among Charter
Communications, Inc., CharterComm II, Inc., CharterComm II, L.L.C., CharterComm
Holdings, L.P., Charter Communications Southeast Holdings, L.P., Charter
Southeast, Charter Communications II, L.P. and the Partnership, Charter
Southeast contributed $5,000,000 to the Partnership; and

                WHEREAS, the parties hereto desire to amend the Partnership
Agreement to provide for the foregoing transaction.

                NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto, intending legally to be bound, do hereby agree
as follows:

1.      Amendment of Partnership Agreement.

        A.      Schedule A to the Partnership Agreement is hereby deleted and
replaced in its entirety with Schedule A 1 attached hereto.  For such purpose,
the parties hereto waive compliance with Section 4.03(D) of the Partnership
Agreement.


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        B.      Section 4.01(C) of the Partnership Agreement is hereby deleted
in its entirety.

2.      General.

        A.      Ratification.  Except as amended by this First Amendment, all
the terms and provisions of the Partnership Agreement are hereby ratified and
reaffirmed in all respects.

        B.      Successors.  This First Amendment shall be binding on the
parties hereto and their successors and assigns.

        C.      Counterparts.  This First Amendment may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument."


        [Remainder of page intentionally left blank.]


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                        IN WITNESS WHEREOF, this Agreement has been executed as
of the day and year first above written.


                 GENERAL PARTNER:

                 CCP ONE, INC.


                 By:
                    --------------------------------
                     Name:
                     Title:


                 LIMITED PARTNER:

                 Charter Communications
                 Southeast, L.P.

                 By:    Charter Communications Southeast
                        Properties, Inc.,
                        its General Partner


                 By:
                    --------------------------------
                     Name:
                     Title:

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                                                                  Schedule A-1

                   LIMITED PARTNERS' CAPITAL CONTRIBUTIONS
                 AND PARTNERSHIP UNITS

                            Capital Contributions

<TABLE>
<CAPTION>
                                       Initial      Number of    2/28/97       Number of LP    Total Number
                                       Capital      LP Units     Capital      Units  Acquired   of LP Units
Name of Limited Partner             Contributions   Acquired   Contribution     on 2/29/97        Acquired
-------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>          <C>              <C>               <C>
Charter Southeast                  $53,666,293    536.66293    $5,000,000        50.00000          586.66293

Address:
c/o Charter Communications, Inc.
12444 Powerscourt Drive Suite 400
St. Louis, Missouri  63131
</TABLE>


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