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): ~~March 19~~December 31, ~~2007~~2008

Charter Communications Holdings, LLC

Charter Communications Holdings Capital Corporation

~~(Exact~~CCH ~~name~~II, ~~of registrants as specified in their charter)~~ 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

(~~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 82.0102. ~~OTHER~~RESULTS ~~EVENTS~~OF OPERATIONS AND FINANCIAL CONDITION.

~~Charter~~On March 16, 2009, Charter Communications, Inc., ~~announced~~ the ~~results~~indirect toparent ~~date~~company of ~~the cash tender~~ ~~offer~~Charter ~~(the "Tender~~Communications ~~Offer")~~Holdings, ~~by its indirect subsidiary~~LLC, Charter Communications Holdings, Capital ~~LLC (“Charter~~Corporation, ~~Holdings”)~~CCH II, ~~for~~LLC, ~~certain~~CCH ofII ~~its~~Capital ~~outstanding~~Corp., ~~senior~~CCO ~~notes~~Holdings, ~~(the~~LLC ~~“Notes”). Charter~~and CCO Holdings isCapital ~~offering~~Corp., issued toa ~~purchase~~press anrelease ~~amount~~announcing of its ~~outstanding Notes~~results ~~such~~for ~~that~~ the ~~amount~~fourth ~~Charter~~quarter ~~Holdings~~ended ~~would~~December be31, ~~required~~2008. toThe ~~pay~~following ~~for~~information, ~~the purchase~~including of the ~~Notes~~entirety inof ~~total~~the ~~(including~~press ~~accrued~~release ~~and~~appearing ~~unpaid~~in ~~interest)~~Exhibit in99.1 ~~the~~hereto, ~~Tender Offer shall~~is not ~~exceed~~filed but ~~$100~~is ~~million~~furnished ~~(the~~pursuant ~~"Maximum~~to ~~Payment~~Item ~~Amount")~~2.02, in"Results ~~accordance with the~~of ~~terms~~Operations and ~~conditions described in the Offer to Purchase dated March~~Financial ~~6, 2007~~Condition. "

As of 5:00 PM Eastern Daylight Time, on Monday, March 19, 2007, approximately $167.7 million in aggregate principal amount of Notes had been validly tendered. The Maximum Payment Amount is not being increased and remains at $100 million. The Tender Offer will expire at 5:00 PM EDT, on Tuesday, April 3, 2007, unless extended or earlier terminated.

A press release announcing the results to date is attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed pursuant to Item 8.01:

Exhibit Number		Description

99.1		Press Release dated March 16, 2009 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on March 16, 2009 (File No. 000-27927)).

Exhibit Number		Description
99.1		Press Release announcing interim results of Tender Offer dated March 20, 2007.*

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Charter Communications Holdings, LLC, ~~and~~ 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~~current ~~Report~~report to be signed on ~~their~~its behalf by the undersigned, ~~hereunto~~thereunto duly authorized.

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

~~Registrant~~Dated: March 16, 2009

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 Corporate Secretary~~Registrant

~~CHARTER COMMUNICATIONS~~Dated: March ~~HOLDINGS CAPITAL CORPORATION~~16, 2009

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

~~Dated~~CCH II, LLC Registrant By: ~~March~~ 21CHARTER COMMUNICATIONS, ~~2007~~INC., Sole Manager

Dated: March 16, 2009

By:/s/ ~~Grier~~Kevin CD. ~~Raclin~~Howard Name: ~~Grier~~Kevin CD. ~~Raclin~~Howard Title: ~~Executive~~ Vice President, ~~General~~Controller ~~Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Accounting Officer

CCH II Capital Corp.

Registrant

Dated: March 16, 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: March 16, 2009

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

CCO Holdings Capital Corp.

Registrant

Dated: March 16, 2009

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

Exhibit Index

Exhibit Number		Description
99.1		Press Release ~~announcing~~dated ~~interim~~March ~~results~~16, 2009 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of ~~Tender~~Charter ~~Offer~~Communications, ~~dated~~Inc. filed on March 2016, ~~2007~~2009 (File No.* 000-27927)).

* Filed herewith.

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