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): ~~April~~June 2818, 2010

CCH II, LLC

CCH II Capital Corp.

(Exact name of registrants as specified in their charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

333-111423		03-0511293
333-111423-01		13-4257703
(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~~Item 1.01. Entry ~~ENTRY~~into ~~INTO~~a AMaterial ~~MATERIAL~~Definitive ~~DEFINITIVE AGREEMENT.~~Agreement

~~Supplemental~~Item ~~Indenture~~2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

OnAs ~~April~~of 28June 18, 2010, ~~Charter Communications, Inc. (~~the ~~“Company”), the indirect~~ parent company ~~and manager~~ of CCH II, LLC and CCH II Capital Corp. (the "Issuers"), ~~announced~~Charter ~~that~~Communications, ~~its~~Inc. ~~wholly-owned~~("Charter"), ~~subsidiaries~~unconditionally guaranteed, ~~CCO~~on ~~Holdings~~a senior unsecured basis, ~~LLC~~the ~~(“CCO~~principal ~~Holdings”)~~of, premium, if any, and ~~CCO~~interest ~~Holdings~~on ~~Capital~~the ~~Corp~~approximately $1.8 ~~(“CCO~~billion ~~Holdings~~of ~~Capital”~~13.50% ~~and~~Senior ~~together~~Notes ~~with~~due ~~CCO~~2016 ~~Holdings,~~ (the ~~“Issuers”~~"Notes") ~~had~~of ~~received~~CCH II, ~~pursuant~~LLC toand ~~their~~CCH ~~previously~~II ~~announced~~Capital ~~cash~~Corp., ~~tender~~in ~~offer~~the amounts and ~~related~~at ~~consent~~the ~~solicitations~~times ~~for~~when ~~any~~due and ~~all~~the ofpayment ~~the~~or ~~outstanding~~performance ~~8.75%~~of ~~Senior~~all ~~Notes~~other ~~due~~obligations ~~2013~~of (the ~~“Notes”),~~Issuers under the ~~requisite~~Notes. The ~~consents~~Notes towere ~~adopt~~issued ~~proposed~~pursuant ~~amendments~~ to ~~the~~an indenture, dated as ~~supplemented~~of November 30, ~~under~~2009, ~~which~~among the ~~Notes~~Issuers ~~were~~and ~~issued.~~ The ~~tender~~Bank ~~offer~~of ~~and~~New ~~consent~~York ~~solicitation~~Mellon ~~are~~Trust ~~being~~Company, ~~made~~NA, ~~upon~~as ~~the~~trustee. The ~~terms~~Description ~~and~~of ~~conditions~~the Notes is set forth in anthe ~~Offer~~Issuers' toregistration ~~Purchase~~statement on Form S-4/A, registration no. 333-164381, and ~~Consent~~such ~~Solicitation~~Description ~~Statement~~is ~~dated~~incorporated ~~April~~herein ~~14,~~by ~~2010~~reference.

AsCharter's ofguarantee ~~5:00~~is ~~p.m.~~filed ~~New~~herewith ~~York~~as ~~City~~Exhibit ~~time, on April 27, 2010, holders of 92~~4.~~6% of the Notes had tendered their Notes in the tender offer and consented to the proposed amendments to the Indenture~~1.

InItem conjunction with receiving the requisite consents, on May 5, 2010, the Issuers entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture, dated as of November 10, 2003, by and among CCO Holdings, CCO Holdings Capital and The Bank of New York Mellon Trust Company, N9.A01., asFinancial ~~trustee~~Statements ~~(the “Original Indenture”,~~ and ~~together with the Original Indenture, the “Indenture”).~~Exhibits

The Supplemental Indenture gives effect to the proposed amendments to the Indenture, which eliminate substantially all restrictive covenants, including the covenant requiring the Issuers to provide certain reports, and certain event of default provisions in the Indenture.Exhibits:

~~Guarantee~~4.1 Charter Communications, Inc.'s guarantee of CCH II, LLC's and CCH II Capital Corp.'s 13.50% Senior Notes due 2016 (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Charter Communications, Inc., filed on June 22, 2010 (File No. 001-33664)).

On10.1 ~~May~~Indenture ~~11,~~relating ~~2010,~~to the ~~Company~~13.50% ~~irrevocably~~Senior ~~and~~Notes ~~unconditionally guaranteed the~~ due ~~and punctual payment and performance of the Obligations (as defined in the Credit Agreement) under the Credit Agreement (the “Credit Agreement”)~~2016, dated as of ~~March~~November 630, ~~2007~~2009, by and among ~~CCO~~CCH ~~Holdings~~II, ~~the~~LLC ~~several banks~~ and ~~other~~CCH ~~financial~~II ~~institutions~~Capital orCorp. ~~entities~~and ~~from~~The ~~time to time parties to this Agreement,~~ Bank of ~~America,~~New ~~N.A.,~~York asMellon ~~administrative~~Trust ~~agent~~Company, ~~Banc~~NA of(incorporated ~~America~~by ~~Securities~~reference ~~LLC~~to ~~and~~Exhibit J10.P.1 ~~Morgan~~to ~~Securities~~the ~~Inc.,~~current asreport ~~co-syndication~~on ~~agents,~~Form ~~and~~8-K ~~Citigroup~~of ~~Global~~Charter ~~Markets~~Communications, Inc., ~~Credit~~filed ~~Suisse~~on ~~Securities~~December ~~(USA)~~4, ~~LLC~~2009 ~~and~~(File ~~Deutsche Bank Securities Inc~~No., ~~as co~~001-~~documentation agents~~33664)).

SEC Reports

The Credit Agreement permits the Company, as CCO Holding’s parent, to satisfy CCO Holding’s reporting obligations under the Credit Agreement by reporting at the Company, or parent, level on a consolidated basis. As a result, and as a result of the Supplemental Indenture, the Issuers will no longer file annual reports, quarterly reports, current reports or transition reports with the Securities and Exchange Commission (the “Commission”). Certain financial information pertaining to the Issuers will be included in the financial statements filed with the Commission by Charter Communications, Inc.

SIGNATURES

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

CCH II, LLC

Registrant

By: CHARTER COMMUNICATIONS, INC., Sole Manager

Dated: June 22, 2010

By:/s/ ~~Richard~~Patricia RA. ~~Dykhouse~~Baldes Name: ~~Richard~~Patricia RA. ~~Dykhouse~~Baldes Title: Vice President, ~~Associate~~Financial ~~General Counsel and Corporate Secretary~~Reporting

CCH II CAPITAL CORP.

Registrant

Dated: ~~May~~June 1122, 2010

By:/s/ ~~Richard~~Patricia RA. ~~Dykhouse~~Baldes Name: ~~Richard~~Patricia RA. ~~Dykhouse~~Baldes Title: Vice President, ~~Associate~~Financial ~~General Counsel and Corporate Secretary~~Reporting

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