SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): ~~August~~January 2517, ~~2004~~2005

CC V HOLDINGS, LLC
CC V HOLDINGS FINANCE, INC.

(Exact name of registrants as specified in their charters)

Delaware
Delaware

(State or Other Jurisdiction of Incorporation or Organization)

333-75415 333-75415-03	13-4029965 13-4029969
(Commission File Number)	(I.R.S. Employer Identification Number)

12405 Powerscourt Drive
St. Louis, Missouri 63131

(Address of principal executive offices including zip code)

(314) 965-0555

(Registrants' telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

ITEM 51.0201. Entry ~~APPOINTMENT~~into OFa ~~PRINCIPAL~~Material ~~OFFICERS.~~Definitive Agreement

On January 21, 2005, Charter Communications, Inc. ("Charter"), the indirect parent company and manager of CC V Holdings, LLC and CC V Holdings Finance, Inc., announced ~~today~~that ~~announced~~it has entered into an agreement setting forth the ~~appointment~~ ofterms ~~Derek~~under ~~Chang~~which ~~and~~Mr. ~~Paul~~Robert ~~Martin~~P. asMay will serve as Interim ~~Co-~~President and Chief ~~Financial~~Executive ~~Officers~~Officer ~~effective~~of ~~August~~Charter. See ~~25,~~Item ~~2004~~5. 02 below for additional information.

~~Derek~~ITEM ~~Chang, 36, joined Charter in December 2003 as Executive Vice President of Finance and Strategy, and will continue to hold that title~~1. Mr02. ~~Chang~~Termination ~~was previously Executive Vice President~~ of ~~the Yankees Entertainment and Sports (YES) Network,~~ a ~~regional~~Material ~~sports~~Definitive programming network in New York where he headed corporate development and financing activities from the company's inception in 2001 until joining Charter. Prior to joining YES, he was the Chief Financial Officer and Co-Chief Operating Officer of GlobalCenter, the web hosting subsidiary of Global Crossing. Agreement

~~Mr.~~The ~~Chang~~Employment ~~worked~~Agreement ~~for~~between ~~TCI~~Charter ~~Communications/AT&T~~and ~~Broadband~~Carl ~~in Denver~~Vogel ~~from~~has ~~1997~~been toterminated ~~2000~~effective January 17, ~~ultimately~~2005, asexcept ~~Executive~~that ~~Vice~~Charter ~~President~~currently ofexpects ~~Corporate Development~~that ~~where~~certain heprovisions thereof ~~directed~~may ~~the~~be ~~mergers~~incorporated ~~and~~into ~~acquisitions activities and managed~~ a ~~multibillion~~new ~~dollar~~agreement ~~portfolio~~currently ofunder ~~cable joint ventures. He was with~~discussion ~~InterMedia~~between ~~Partners~~Charter inand ~~San~~Mr. ~~Francisco~~Vogel ~~from~~setting ~~1994~~forth tothe ~~1997~~terms ~~where he held a number~~ of ~~positions~~ ~~and was ultimately Treasurer~~Mr. A ~~cum~~Vogel's ~~laude graduate of Yale University~~separation ~~with~~from ~~a B~~Charter.A. See inItem ~~History, Mr~~5.02 ~~Chang~~below ~~also~~for ~~received~~additional ~~an M~~information.~~B.A. from the Stanford University Graduate School of Business.~~

~~Under~~ITEM ~~the terms of an offer letter effective December 2, 2003, Mr~~5. ~~Chang received an annual base salary of $400,000, which was increased in May 2004 to $450,000, and is eligible for an annual performance bonus~~02. ~~Mr. Chang~~Departure ~~also is eligible to participate in Charter's 2001 Stock Incentive Plan and Long-Term Incentive Program. Mr. Chang was granted 350,000 options to purchase Class A common stock~~ of ~~Charter~~Directors and 50,000 restricted shares. Mr. Chang's agreement provides that one half of his unvested restricted shares would immediately vest, and one half of his unvested options of the initial option grant would vest if (1) there is a change in Charter's current Chief Executive Officer, (2) there is a change in reporting relationship to anyone other than the Chief Executive Officer, (3) there is a requirement that the employee relocate, (4) there is a change of control of Charter, or ~~(5)~~Principal ifOfficers; ~~terminated without~~Election ~~cause. In addition, Mr. Chang would be entitled to eighteen months~~ of ~~full~~Directors; ~~severance~~Appointment ~~benefits, plus the pro rata portion~~ of ~~his~~Principal ~~bonus amounts within thirty days after termination because of any of these events~~Officers.

MrEffective on January 17, 2005, Charter's Board of Directors unanimously appointed Robert P. ~~Chang~~May ~~will~~as ~~receive~~Interim aPresident ~~special~~and ~~$150,000~~Chief Executive ~~bonus~~Officer. Additionally, inMr. ~~addition~~ May was appointed to ~~any~~the ~~other~~Executive Committee ~~bonuses~~of toCharter's ~~which~~Board heand ~~may~~will becontinue ~~otherwise~~serve ~~entitled,~~on ~~conditioned~~the ~~upon~~Board's ~~his~~Strategic ~~continued~~Planning ~~service~~Committee. He aswill ~~Interim~~also ~~Co-Chief~~become ~~Financial~~an ~~Officer~~officer ~~through~~and ~~March~~director ~~31,~~of ~~2005,~~Charter's orsubsidiaries, ~~such~~including ~~earlier~~us, ~~date~~for on which ~~Charter~~Mr. ~~may~~Vogel ~~appoint~~was a ~~new~~director ~~permanent~~and ~~Chief~~officer. Also on January ~~Financial~~17, ~~Officer~~2005, ~~and~~Charter's ~~his~~Board ~~continued~~of ~~employment~~Directors ~~with~~formed ~~Charter~~an ~~when~~Executive ~~the~~Search ~~bonus~~Committee isto ~~payable~~oversee inCharter's ~~March~~nationwide ~~2005~~search for a permanent President and Chief Executive Officer.

~~Mr.~~Effective ~~Martin~~on January 17, 442005, ~~joined~~Carl ~~Charter~~E. inVogel ~~March~~resigned ~~2000~~his position as ~~Vice~~ President, ~~and~~Chief ~~Corporate~~Executive ~~Controller~~Officer and ~~was~~a ~~promoted~~member toof ~~his~~the ~~current~~Board ~~position as~~of ~~Senior~~Directors ~~Vice~~of ~~President~~Charter ~~and~~Communications, ~~Principal~~Inc. ~~Accounting~~("Charter") ~~Officer~~and ineach ~~April~~of ~~2002. Mr.~~Charter's ~~Martin~~subsidiaries, ~~will~~including ~~retain~~us, ~~that~~for ~~title~~which inMr. ~~addition~~Vogel toserved ~~his title~~ as ~~Interim~~a ~~Co-Chief Financial~~director ~~Officer~~and officer.

~~Prior~~Mr. toMay, ~~joining Charter~~55, ~~Mr.~~was ~~Martin~~elected ~~was~~to ~~Vice~~Charter's ~~President~~Board ~~and~~of Directors in ~~Controller~~October ~~for~~2004. Mr. ~~Operations~~May ~~and~~has ~~Logistics~~served ~~for~~on ~~Fort~~the ~~James~~Board of Directors of HealthSouth Corporation, a ~~paper products~~national ~~manufacturer~~provider inof ~~Chicago~~healthcare services since October 2002, ~~from~~and has ~~February~~been ~~1999~~its toChairman ~~January~~since ~~2000~~July 2004. ~~Before that,~~Mr. heMay also served as HealthSouth Corporation's Interim Chief ~~Financial~~Executive Officer ~~for~~from ~~Rawlings~~March ~~Sporting~~2003 ~~Goods~~until ~~Company~~May of 2004, ~~Inc.~~and inas ~~St.~~Interim ~~Louis~~President of its Outpatient and Diagnostic Division from August 2003 to January 2004. HeFrom ~~started~~March ~~his~~2001 ~~career~~until inMarch ~~the~~2003, ~~audit~~Mr. ~~division~~May ofwas ~~Arthur~~a principal ~~Andersen~~of inRPM ~~1982~~Systems, a strategic and private investing consulting firm. From March 1999 to March 2001, Mr. ~~Martin~~May ~~received~~served on the Board of Directors and was Chief Executive Officer of PNV Inc., a Bnational telecommunications company.S PNV Inc. filed ~~degree~~for ~~with~~bankruptcy ~~honors~~ in ~~Accounting from~~December ~~the~~2000. Prior ~~University~~to ofhis ~~Missouri~~employment at StPNV Inc., ~~Louis~~Mr. He May iswas Chief Operating Officer and a member of the ~~Missouri Society~~Board of ~~Certified~~Directors ~~Public~~of Cablevision ~~Accountants~~Systems ~~and~~Corporation ~~the~~from ~~National~~October ~~Cable~~1996 to February 1998, and from ~~Telecommunications~~1973 ~~Association~~to ~~Finance~~1993 he held several senior executive positions with Federal Express Corporation, including President, Business Logistics Services. Mr. May was educated at Curry College and ~~Operations~~Boston ~~Committee~~College and attended Harvard Business School's Program for Management Development.

Charter and Mr. ~~Martin~~May entered into an agreement effective January 17, 2005 whereby Mr. May will ~~receive~~serve aas ~~special~~Charter's Interim President and Chief Executive Officer (the "Executive Services Agreement"), attached as Exhibit 99.1. Under the Executive Services Agreement, Mr. May will receive a $501,250,000 base fee per year. If Mr. May becomes Charter's permanent President and Chief Executive Officer or is terminated without cause, Mr. May will be eligible to receive a one-time discretionary bonus up to 100% of the actual base fee paid to him for his interim service under the agreement, inbased ~~addition~~on individual and company performance. Mr. May will continue to ~~any~~receive ~~other~~the ~~bonuses~~compensation and reimbursement of expenses to which he is entitled in his capacity as a member of the Board of Directors. Mr. May may beterminate ~~otherwise~~the ~~entitled,~~Executive ~~conditioned~~Services Agreement on thirty (30) days notice. Charter may terminate such agreement upon ~~his~~three ~~continued~~(3) ~~service~~months asnotice, ~~Interim~~and ~~Co-Chief~~Charter ~~Financial~~may ~~Officer~~elect ~~through~~at ~~March~~its ~~31,~~discretion ~~2005~~to pay Mr. May the orbase rate for such ~~earlier~~period ~~date~~in onlieu ~~which~~of all or part of the notice. Subject to the approval of the Board's Stock Option Committee, Mr. May will be granted options to purchase shares of Charter ~~may~~Class ~~appoint~~A common stock and/or receive a ~~new~~grant ~~permanent~~of restricted ~~Chief~~stock pursuant to the Charter Communications, Inc. 2001 Stock ~~Financial~~Incentive ~~Officer~~Plan, the number and ~~his~~terms ~~continued~~of ~~employment~~which ~~with~~will be determined as soon as practicable. Mr. May will serve as an independent contractor and will not be entitled to any vacation or be eligible to participate in any employee benefit programs of Charter. Charter ~~when~~will ~~the~~reimburse ~~bonus~~Mr. isMay for reasonable ~~payable~~transportation costs from Mr. May's residence in ~~March~~Florida ~~2005~~or other locations to Charter's offices and will provide temporary living quarters or reimburse expenses related thereto.

~~ITEM~~In 9connection with Mr.01 ~~FINANCIAL~~Vogel's ~~STATEMENTS~~resignation, ~~AND~~Charter ~~EXHIBITS~~and Mr. Vogel are currently discussing the terms of a Separation Agreement and Charter will make all necessary disclosures with respect to any such agreement upon the conclusion of such discussions.

ExhibitNumber	Description
99.1	Press release dated September 2, 2004. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on September 2, 2004 (File No. 000-27927)).

A press release announcing these changes is attached hereto as Exhibit 99.2.

~~SIGNATURES~~ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

~~Pursuant~~The tofollowing ~~the~~exhibits ~~requirements~~are ofnot ~~the~~filed ~~Securities~~but ~~Exchange~~furnished ~~Act~~pursuant ~~of 1934, CC V Holdings, LLC and CC V Holdings Finance, Inc. has duly caused this Current Report~~ to beItem ~~signed on their behalf by the undersigned hereunto duly authorized~~5. 02:

CC V HOLDINGS, LLC

Exhibit Number	Description
99.1	Executive Service Agreeement dated January 17, 2005. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 21, 2005 (File No. 000-27927)).
99.2	Press release dated January 18, 2005. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 21, 2005 (File No. 000-27927)).

~~Dated: September~~SIGNATURES ~~2, 2004~~

~~By: /s/~~Pursuant ~~Paul~~to E.the ~~Martin Name: Paul~~requirements E.of ~~Martin Title: Interim~~the ~~Co-Chief~~Securities ~~Financial~~Exchange ~~Officer~~Act of 1934, ~~Senior~~ ~~Vice~~CC ~~President~~V Holdings, LLC and ~~Corporate~~CC ~~Controller~~V ~~(Co-Principal~~Holdings ~~Financial~~Finance, ~~Officer~~Inc. ~~and~~have ~~Principal~~duly ~~Accounting~~caused ~~Officer)~~this Current Report to be signed on their behalf by the undersigned hereunto duly authorized.

CC V HOLDINGS ~~FINANCE~~, ~~INC.~~LLC

Registrant
By: CHARTER COMMUNICATIONS, INC., Registrants' Manager

Dated: ~~September~~January 221, ~~2004~~2005

By: /s/ ~~Paul~~Patricia EM. ~~Martin~~Carroll Name: ~~Paul~~Patricia EM. ~~Martin~~Carroll Title: ~~Interim Co-Chief Financial Officer, Senior~~ Vice President and ~~Corporate Controller~~ ~~(Co-Principal~~Senior ~~Financial Officer and Principal~~ Counsel ~~Accounting Officer)~~

CC V HOLDINGS FINANCE, INC.

Registrant

Dated: January 21, 2005

By: /s/ Patricia M. Carroll
Name: Patricia M. Carroll
Title: Vice President and
Senior Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Executive Services Agreement dated January 17, 2005. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 21, 2005 (File No. 000-27927)).
99.2	Press release dated January 18, 2005. (Incorporated by reference to Exhibit 99.2 to the current report on Form 8-K of Charter Communications, Inc. filed on January 21, 2005 (File No. 000-27927)).

Filing Compare · CC V HOLDINGS LLC