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                                                                  EXHIBIT 3.2(a)


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


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

                                  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, the Partnership, Charter Communications Southeast, L.P., a Delaware
limited partnership ("Charter Southeast"), Charter Communications II, L.P. and
Charter Communications, L.P., CharterComm Holdings contributed $30,000,000,
certain cable television systems which serve areas in and around Stockbridge,
Georgia (the "BiJo System") and certain promissory notes in the aggregate
principal amount of $3.08 million held by BiJo Cablevision, Inc. (the "BiJo
Notes") to the Partnership;

                WHEREAS, pursuant to the Contribution Agreement, the
Partnership contributed such $30,000,000, the BiJo System and the BiJo Notes to
Charter Southeast; and

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

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

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        Amendment of Partnership Agreement.

        A.      All references in the Partnership Agreement to Charter
Communications Southeast Holdings Properties, Inc. shall be deemed to refer to
Holdings Properties because Holdings Properties is the General Partner of the
Partnership.

        B.      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.

        C.      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:

                        CHARTER COMMUNICATIONS
                        HOLDINGS PROPERTIES, INC.


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


                        LIMITED PARTNER:

                        CHARTERCOMM HOLDINGS, L.P.

                        By:     CharterComm, Inc.,
                                its General Partner


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


                        By:     CharterComm II, L.L.C.
                                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 LP       2/28/97        Number of LP    Total Number of
                                            Capital         Units           Capital       Units Acquired       LP Units
Name of Limited Partner                  Contributions    Acquired        Contribution      on 2/28/97         Acquired
--------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>           <C>                   <C>              <C>
CharterComm
Holdings                                 $151,335,545    1,513.35545   $33,670,000           336.70000        1850.05000

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

</TABLE>


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