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): May ~~October 30~~27, ~~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)

(Debtors - In - Possession as of March 27, 2009)

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~~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

(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~~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 87.01 ~~OTHER~~REGULATION ~~EVENTS~~FD DISCLOSURE.

On ~~October~~ 30March 27, ~~2008~~2009, Charter Communications, Inc., (the ~~direct~~“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~~and ~~the~~certain ~~final results~~ of ~~the cash tender~~its ~~offer~~subsidiaries filed ~~(the~~voluntary ~~"Tender~~petitions ~~Offer")~~in bythe ~~its~~United ~~indirect~~States ~~subsidiary, Charter Communications~~Bankruptcy ~~Holding~~Court ~~Company, LLC,~~ for ~~certain of~~ the ~~outstanding~~Southern ~~senior~~District ~~notes~~ of ~~Charter Communications~~New ~~Holdings, LLC~~ York (the ~~"Notes").~~“Bankruptcy ~~As of expiration, approximately $160~~Court”) ~~million~~seeking ofrelief ~~Notes~~under ~~were~~the ~~validly~~provisions ~~tendered for exchange,~~ of ~~which~~Chapter ~~100%~~11 of ~~the~~Title ~~$70 million~~11 of ~~Notes with Acceptance Priority Level 1 and 36% of~~ the ~~$90 million of~~United ~~Notes~~States ~~with Acceptance Priority Level 2 will be accepted for purchase~~Code. The total principal amount of Notes accepted was approximately $102 million. Total consideration, including accrued and unpaid interest, was $100 million. The final settlement was completed on October 31, 2008.

AOn ~~copy~~May of 29, 2009, the ~~press~~Company ~~release~~filed ~~dated~~its Monthly ~~October~~Operating ~~30,~~Report ~~2008,~~for ~~announcing~~April 2009 ("MOR") with the ~~final~~Bankruptcy Court. The ~~results~~MOR ofis available electronically on the Internet website of ~~Tender~~the ~~Offer~~Company's isclaims ~~attached~~agent asKurtzman ~~Exhibit~~Carson 99Consultants, LLC, at www.1kccllc.net/Charter, under the link "Monthly Operating Reports".

~~The~~Limitation ~~following~~on ~~exhibit~~Incorporation isby ~~filed pursuant to Item 8.01:~~Reference

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)).

In accordance with General Instruction B.2 of Form 8−K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

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

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

~~Dated: November~~Registrant ~~3, 2008~~

By: CHARTER COMMUNICATIONS, INC., Sole Manager

Dated: May 29, 2009

By:/s/ Kevin D. Howard

Name: Kevin D. Howard

Title: Vice President, Controller and Chief Accounting Officer

~~Charter~~ CCO ~~Communications~~HOLDINGS ~~Holdings Capital Corporation Registrant~~CAPITAL CORP.

~~Dated: November 3, 2008~~ Registrant

Dated: May 29, 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: November 3, 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		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)).

Filing Compare · CCO HOLDINGS CAPITAL CORP