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): ~~September~~January 2615, ~~2008~~ 2009

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 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		20-0259004
(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

(Registrants' 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 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 58.0201 ~~DEPARTURE~~OTHER ~~OF DIRECTORS OR CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~EVENTS.

~~(a) Effective September 29, 2008, Jonathan L. Dolgen resigned as a member of the Board of Directors of~~ Charter Communications, Inc. (the "“Company"”), the indirect parent company of Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC and CCO Holdings Capital Corp., announced that two of its subsidiaries, CCH I Holdings, LLC and Charter Communications Holdings, LLC, did not make scheduled payments of interest due on January 15, 2009, on certain of their outstanding senior notes set forth in the table below. The interest payments total $73.7 million in the aggregate (as set forth in the table below).

Attached as Exhibit 99.1 is a copy of the press release announcing Mr. Dolgen's resignation.

	Interest Due ($ in millions)		Principal Amount Outstanding (as of 9/30/08, $ in millions)
CCH I Holdings, LLC:
11.125% senior notes due January 15, 2014		8.4		151
13.500% senior discount notes due January 15, 2014		39.2		581
12.125% senior discount notes due January 15, 2015		13.1		217

Charter Holdings:
10.250% senior notes due January 15, 2010		0.9		18
11.75% senior discount notes due January 15, 2010		0.9		16
11.125% senior discount notes due January 15, 2011		2.6		47
13.500% senior discount notes due January 15, 2011		4.0		60
12.125% senior discount notes due January 15, 2012		4.6		75

		73.7		1,165

~~(b) On~~If such ~~September~~interest ~~26,~~payments ~~2008,~~are ~~Neil~~not ~~Smit,~~made ~~President~~within ~~and Chief Executive Officer, and~~ the ~~Company~~ ~~agreed~~30-day tograce aperiod ~~restatement~~provided ~~and~~by ~~amendment of his employment agreement,~~each ~~effective as~~ of ~~July 1, 2008. Terms of~~ the ~~restated~~governing ~~and amended employment agreement include the extension of the term of the agreement to June 30~~Indentures, ~~2010;~~ an ~~increase~~event ~~in his salary to $1,500,000 from $1,200,000; an increase in his target bonus from 150%~~ of ~~annual~~default ~~base~~would ~~salary~~occur tounder ~~200% of annual base salary; and an increase in~~ the ~~maximum bonus payout to 125% of the target bonus in 2008, but~~ ~~not~~indentures ~~less~~governing ~~than 125% and not more than 200% of~~ the ~~target bonus in 2009 and 2010. He will receive a signing bonus of $2~~notes,~~000,000,~~ ~~payable~~permitting ~~upon~~holders ~~signing~~ of ~~the~~at ~~restated~~least and amended agreement, provided that in the event Mr. Smit terminates his employment prior to 12/31/09, the Company will be entitled to full repayment of the signing bonus; and in the event that Mr. Smit terminates prior to 6/30/10, but after 12/31/09, then 5025% ~~of the signing bonus is repayable. He will continue to participate~~ in ~~the Company's Executive~~principal ~~Cash~~amount ~~Award Plan. The vesting~~ of ~~Mr.~~any ~~Smit's~~outstanding ~~incentive~~series ~~awards from 2007 and 2008 are accelerated to vest at June 30, 2010, the termination date~~ of ~~the restated~~notes ~~and~~on ~~amended~~which ~~employment agreement, and~~ the ~~incentive~~interest ~~awards~~payment towas benot granted in 2009 and 2010 will vest at various times partially depending upon the achievement of financial targets, all as set forth in the restated and amended employment agreement. Each annual equity award in 2009 and 2010 shall have the aggregate fair value on the grant date of $6,000,000.made ~~He is eligible~~ to ~~participate~~declare ~~in other employee benefit plans, programs and arrangements available generally to other senior executives. In~~ the ~~event~~full ~~that~~amount ~~Mr. Smit~~of ~~is terminated without "Cause" or "Good Reason" (as those terms are defined in~~ the ~~restated~~applicable ~~and~~notes ~~amended employment agreement), he will be entitled to a lump~~immediately ~~sum~~due ~~payment equal to 3 times the sum of (a) his annualized salary plus (b) 200% of his annualized salary; accelerated vesting of his equity awards under the Company's Stock Incentive Plan;~~ and, ~~a lump sum payment equal to 36 months of COBRA payments~~payable.

~~The~~An event ~~restated~~of ~~and~~default ~~amended~~on ~~employment~~the ~~agreement~~notes, without such an acceleration of amounts due under the notes, would not trigger cross-defaults on any of the other debt of the subsidiaries of the Company. If payment is ~~attached~~not ~~hereto~~made aswith ~~Exhibit~~respect to 10any series of notes within the 30-day grace period, and the notes are accelerated, all amounts due with respect to such affected notes become immediately due and payable.1 If notes issued by the Company or any of its subsidiaries accelerate, and such notes, together with the amount of any other notes of the Company or any of its subsidiaries that accelerate, represent $100 million or more in principal amount, events of default would occur under other debt instruments of the Company or certain of its subsidiaries which could lead to the acceleration of indebtedness under such documents.

~~ITEM~~On 9December 12, 2008, the Company announced that it was initiating discussions with its bondholders regarding financial alternatives to improve the Company’s balance sheet.~~01.~~ As ~~FINANCIAL~~of ~~STATEMENTS~~January ~~AND~~13, ~~EXHIBITS~~2009, the Company had cash on hand and cash equivalents in excess of $900 million, which is available to pay operating costs and expenses.

~~The~~A copy of ~~following~~the ~~exhibits are~~press ~~filed~~release ~~pursuant~~announcing toan ~~Item~~update on interest payments 5is attached as Exhibit 99.~~02:~~1.

Exhibit Number		Description
10.1		Restated and amended employment agreement (Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on September 29, 2008 (File No. 000-27927)).
99.1		Press Release dated September 29, 2008. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on September 29, 2008 (File No. 000-27927)).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description

99.1		Press release announcing update on interest payments (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 15, 2009 (File No. 000-27927)).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Charter 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 to be signed on its behalf by the undersigned, thereunto duly authorized.

Charter Communications Holdings, LLC

Registrant

By: CHARTER COMMUNICATIONS, INC., Sole Manager

Dated: ~~September~~January 2915, ~~2008~~2009

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

Charter Communications Holdings Capital Corporation

Registrant

Dated: ~~September~~January 2915, ~~2008~~2009

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

CCH II, LLC

Registrant

By: CHARTER COMMUNICATIONS, INC., Sole Manager

Dated: January 15, 2009

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

CCH II Capital Corp.

Registrant

Dated: ~~September~~January 2915, ~~2008~~2009

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: January 15, 2009

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

CCO Holdings Capital Corp.

Registrant

Dated: ~~September~~January 2915, ~~2008~~2009

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

Exhibit Index

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description

99.1		Press release announcing update on interest payments (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 15, 2009 (File No. 000-27927)).

The following exhibits are filed pursuant to Item 5.02:

Exhibit Number		Description
10.1		Restated and amended employment agreement (Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on September 29, 2008 (File No. 000-27927)).
99.1		Press Release dated September 29, 2008. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on September 29, 2008 (File No. 000-27927)).

Filing Compare · CCH II LLC