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): ~~July~~August 25 1, ~~2005~~ 2006

CCO Holdings, LLC

CCO Holdings Capital Corp.

(Exact name of registrants as specified in their charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

333-112593		86-1067239
333-112593-01		20-0257904
(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

(Registrant's telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

~~Effective July 25, 2005,~~ Charter Communications, Inc. (~~“Charter~~the "Company"), the indirect parent company and manager of CCO Holdings, LLC and CCO Holdings Capital Corp., and Marwan Fawaz have entered into an ~~underwriting~~ agreement, effective as ~~with~~of ~~Citigroup~~August 1, 2006 (the "Employment Agreement"), whereby ~~Global~~ Mr. Fawaz will serve ~~Markets~~ in an executive capacity as its Executive Vice President at a salary of $450,000, ~~Inc~~to perform such executive, managerial and administrative duties as are assigned or delegated by the President and/or Chief Executive Officer, including but not limited to serving as Chief Technology Officer. The ~~pursuant~~term of the Employment Agreement is two years from the effective date. Under the Employment Agreement, Mr. Fawaz will receive a signing bonus of $100,000 and he shall be eligible to receive a performance-based target bonus of up to 70% of salary and to participate in the Long Term Incentive Plan and to receive such other employee benefits as are available to other senior executives. Mr. Fawaz will participate in the 2005 Executive Cash Award Plan, as amended, commencing in 2006, which ~~Charter~~will ~~agreed~~provide the same benefit to ~~issue~~Mr. Fawaz that he would have been entitled to receive under the ~~underwriter~~Cash Award Plan if he had 27 participated in the Plan at the time of the inception of the Plan in 2005,~~170~~ only with cash awards made one-year later. He will also receive a grant of 50,000 restricted shares of the Company's Class A common stock, vesting in aequal ~~registered~~installments over ~~public~~a ~~offering.~~three-year ~~The issuance~~ period from effective date and ~~sale~~an award of ~~the~~options to purchase 300,000 shares of the Company's Class A common stock under terms of the stock ~~underwriting~~incentive ~~agreement~~plan ~~was~~on the ~~consummated~~effective date of the Employment Agreement, which will vest in equal installments over a four-year time period from the grant date. In addition, on the ~~July~~effective 29date, ~~2005~~he will receive 133,741 performance shares under the stock incentive plan and will be eligible to earn these shares over a one-year performance cycle to vest at the end of a three-year vesting period.

~~The~~In ~~shares~~ the event ~~issued~~that ~~under~~Mr. ~~the~~Fawaz ~~underwriting~~is ~~agreement~~terminated ~~were~~by ~~issued~~the ~~pursuant~~Company towithout "cause'' aor for "good ~~share lending~~ reason,'' as those terms are defined in the employment agreement, ~~pursuant~~Mr. toFawaz ~~which~~will receive ~~Charter~~his ~~had~~salary ~~previously~~for ~~agreed~~the toremainder ~~loan~~of the term of the to agreement or twelve ~~the~~ months' ~~underwriter~~salary, ~~acting~~whichever asis ~~agent~~greater; ~~for~~a ~~Citigroup~~pro ~~Global~~rata ~~Markets~~bonus for ~~Limited,~~the ~~up to~~year ~~150~~of ~~million~~ termination; ~~shares~~a oflump ~~Class~~sum Apayment ~~common~~equal ~~stock.~~to ~~Accordingly,~~payments due under ~~the~~COBRA ~~underwriting~~for the ~~agreement,~~ greater ~~Charter~~of ~~did~~twelve ~~not~~months ~~receive~~or ~~any~~the number of full months remaining in the ~~proceeds~~term ~~from~~of the agreement; and the ~~sale~~vesting of ~~this~~options and restricted ~~Class~~ stock Afor ~~common~~as ~~stock.~~long ~~However,~~as severance ~~under~~payments ~~the~~are ~~underwriting~~made. ~~agreement,~~The ~~Charter~~employment agreement ~~received~~ contains a ~~loan~~one-year non-compete ~~fee~~provision (or until the end of ~~$.001~~the ~~for~~term ~~each~~of the ~~share~~agreement, ~~that~~if itlonger) and ~~issued~~a totwo-year ~~the~~non-solicitation ~~underwriter~~clause.

~~ITEM~~The ~~9.01~~ full text ~~FINANCIAL~~of ~~STATEMENTS~~the ~~AND~~Employment ~~EXHIBITS~~Agreement is filed herewith as Exhibit 99.1.

Exhibit Number		Description
99.1		Underwriting Agreement dated July 25, 2005. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on July 29, 2005 (File No. 000-27927)).

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed pursuant to Item 1.01:

Exhibit Number		Description

99.1		Employment Agreement of Marwan Fawaz. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on August 1, 2006 (File No. 000-27927)).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, CCO Holdings, LLC and CCO Holdings Capital Corp. have duly caused this Current Report to be signed on their behalf by the undersigned hereunto duly authorized.

CCO HOLDINGS, LLC

Registrant

By: CHARTER COMMUNICATIONS, INC., Sole Manager

Dated: August 1, 2006

By:/s/ ~~Paul~~Grier EC. ~~Martin~~Raclin Name: ~~Paul~~Grier EC. ~~Martin~~Raclin Title: ~~Senior~~Executive Vice President, ~~Interim~~General ~~Chief~~Counsel ~~Financial Officer, Principal Accounting Officer~~ and ~~Corporate Controller (Principal Financial Officer and Principal Accounting Officer)~~Secretary

CCO HOLDINGS CAPITAL CORP.

Registrant

Dated: ~~July~~ August 291, ~~2005~~2006

~~EXHIBIT~~Exhibit ~~INDEX~~ Index

Exhibit Number		Description
99.1		~~Underwriting~~Employment Agreement ~~dated~~of ~~July~~Marwan ~~25, 2005~~Fawaz. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on ~~July~~August 291, ~~2005~~2006 (File No. 000-27927)).

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