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 1,~~October ~~2006~~30, 2008

Charter Communications Holdings, LLC

Charter Communications Holdings Capital Corporation

CCH II, LLC

CCH II Capital Corp.

CCO Holdings, LLC

CCO Holdings Capital Corp.

(Exact name of registrants as specified in their ~~charter~~charters)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

333-77499		43-1843179
333-77499-01		43-1843177
333-111423		03-0511293
333-111423-01		13-4257703
333-112593		86-1067239
333-112593-01		20-~~0257904~~0259004
(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~~Registrants'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~~registrants 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 18.01. ~~ENTRY~~OTHER ~~INTO A MATERIAL DEFINITIVE AGREEMENT~~ EVENTS.

~~Charter~~On October 30, 2008, Charter Communications, Inc. ~~(the "Company")~~, the ~~indirect~~ direct parent company ~~and manager~~ of Charter ~~CCO~~Communications Holdings, LLC, ~~and~~Charter ~~CCO~~Communications Holdings ~~Capital~~ ~~Corp~~Capital Corporation, ~~and~~CCH ~~Marwan Fawaz have entered into an agreement~~II, ~~effective as~~ ~~of August 1~~LLC, ~~2006~~CCH ~~(the~~II ~~"Employment~~Capital ~~Agreement"), whereby Mr~~Corp. ~~Fawaz will serve in an executive capacity as its Executive Vice President at a salary of $450~~,~~000,~~ toCCO ~~perform such executive~~Holdings, ~~managerial~~LLC and ~~administrative~~CCO ~~duties~~Holdings asCapital ~~are assigned~~Corp., announced ~~or delegated by~~ the ~~President~~final ~~and/or~~results ~~Chief Executive Officer, including but not limited to serving as Chief Technology Officer. The term~~ of the ~~Employment~~ ~~Agreement~~cash ~~is two years from the effective~~tender ~~date.~~offer ~~Under~~ (the ~~Employment Agreement,~~"Tender ~~Mr.~~Offer") ~~Fawaz~~by ~~will~~its ~~receive~~indirect ~~a signing bonus of $100~~subsidiary,~~000~~ ~~and~~Charter ~~he shall be~~Communications ~~eligible~~Holding toCompany, ~~receive~~LLC, afor ~~performance-based~~certain ~~target bonus~~ of ~~up to 70% of salary and to participate in~~ the ~~Long~~outstanding ~~Term Incentive Plan and to receive such other employee benefits as are available to other~~ senior ~~executives. Mr.~~notes ~~Fawaz~~of ~~will~~Charter ~~participate~~Communications ~~in the 2005 Executive Cash Award Plan~~Holdings, ~~as amended,~~LLC ~~commencing in 2006, which will provide~~ (the ~~same benefit to Mr~~"Notes"). ~~Fawaz that~~As heof ~~would~~expiration, ~~have~~approximately ~~been~~$160 ~~entitled~~million toof ~~receive~~Notes ~~under~~were ~~the~~validly ~~Cash~~tendered ~~Award~~for ~~Plan~~exchange, ~~if he had participated in the Plan at the time~~ of ~~the~~which ~~inception~~100% of the ~~Plan in 2005, only~~$70 ~~with~~million ~~cash awards made one-year later. He will also receive a grant~~ of ~~50,000 restricted~~Notes ~~shares~~with ofAcceptance ~~the Company's~~Priority ~~Class~~Level A1 ~~common stock, vesting in equal installments over a three-year period from effective date~~ and an36% ~~award~~ of ~~options~~the ~~to purchase~~$90 ~~300,000~~million ~~shares~~ of ~~the~~Notes ~~Company's~~with ~~Class~~Acceptance APriority ~~common~~Level ~~stock~~2 ~~under~~will ~~terms~~be ofaccepted ~~the stock~~for ~~incentive~~purchase. ~~plan~~The ontotal ~~the~~principal ~~effective~~amount ~~date~~ of ~~the~~Notes ~~Employment~~accepted ~~Agreement,~~was ~~which will~~approximately ~~vest in equal~~$102 ~~installments over a four-year time period from the grant date~~million. Total ~~In addition~~consideration, ~~on the~~including ~~effective~~accrued ~~date,~~and heunpaid ~~will receive 133~~interest,~~741 performance~~ ~~shares~~was ~~under~~$100 ~~the~~million. ~~stock incentive~~The ~~plan~~final ~~and~~settlement ~~will~~was becompleted ~~eligible~~on toOctober ~~earn these shares~~31, ~~over a one-year performance cycle to vest at the end of a three-year vesting period~~2008.

~~In the event~~A ~~that~~copy ~~Mr. Fawaz is terminated by~~ of the ~~Company~~press ~~without "cause''~~release ordated ~~for~~October ~~"good reason~~30,'' ~~as those terms are defined in the employment agreement~~2008, ~~Mr.~~announcing ~~Fawaz will receive his salary for~~ the ~~remainder~~final ofresults ~~the term~~ of the ~~agreement~~Tender orOffer ~~twelve months' salary, whichever~~ is ~~greater;~~attached a pro rata bonus for the year of termination; a lump sum payment equal to payments due under COBRA for the greater of twelve months or the number of full months remaining in the term of the agreement; and the vesting of options and restricted stock for as ~~long~~Exhibit ~~as severance payments are made~~99. The employment agreement contains a one-year non-compete provision (or until the end of the term of the agreement, if longer) and a two-year non-solicitation clause1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The ~~full text~~following ofexhibit ~~the Employment Agreement~~ is filed ~~herewith~~pursuant ~~as Exhibit 99~~to Item 8.1.01:

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description

99.1		Press release dated October 30, 2008 announcing the final results of the Tender Offer (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on November 3, 2008 (File No. 000-27927)).

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, as amended, Charter ~~CCO~~Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC, and CCO Holdings Capital Corp. have duly caused this ~~Current~~ ~~Report~~current report to be signed on ~~their~~ its behalf by the undersigned, ~~hereunto~~ thereunto duly authorized.

~~CCO HOLDINGS~~Charter Communications Holdings, LLC Registrant By: CHARTER COMMUNICATIONS, INC., Sole Manager

~~Registrant~~Dated: November 3, 2008

By: ~~CHARTER~~/s/ ~~COMMUNICATIONS,~~Kevin ~~INC~~D. Howard Name: Kevin D. Howard Title: Vice President, ~~Sole~~Controller ~~Manager~~and Chief Accounting Officer

~~By:/s/~~Charter ~~Grier~~Communications C.Holdings ~~Raclin~~Capital ~~Name:~~Corporation ~~Grier C. Raclin Title: Executive Vice President, General Counsel and Secretary~~Registrant

~~CCO HOLDINGS~~Dated: November ~~CAPITAL CORP.~~3, 2008

~~Registrant~~By:/s/ Kevin D. Howard Name: Kevin D. Howard Title: Vice President, Controller and Chief Accounting Officer

~~Dated~~CCH II, LLC Registrant By: ~~August~~ 1CHARTER COMMUNICATIONS, ~~2006~~INC., Sole Manager

ByDated:~~/s/~~ November ~~Grier C. Raclin Name: Grier C. Raclin Title: Executive Vice President~~3, ~~General Counsel and Secretary~~ 2008

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

CCH II Capital Corp.

Registrant

Dated: November 3, 2008

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

CCO Holdings, LLC

Registrant

By: CHARTER COMMUNICATIONS, INC., Sole Manager

Dated: November 3, 2008

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

CCO Holdings Capital Corp.

Registrant

Dated: November 3, 2008

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

Exhibit Index

Exhibit Number		Description
99.1		~~Employment~~Press ~~Agreement~~release dated October 30, 2008 announcing the final results of ~~Marwan~~the ~~Fawaz.~~Tender Offer (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on ~~August~~November 13, ~~2006~~2008 (File No. 000-27927)).

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