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~~March 2519, ~~2006~~2007

Charter Communications Holdings, LLC

Charter Communications Holdings Capital Corporation

(Exact name of registrants as specified in their charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

333-77499		43-1843179
333-77499-01		43-1843177
(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 8.01 . OTHER EVENTS.

Charter Communications, Inc.~~, the~~ ~~indirect~~announced ~~parent~~the ~~company~~results ~~and~~to ~~manager~~date of ~~Charter~~the ~~Communications~~cash ~~Holdings,~~tender ~~LLC~~offer (the ("~~Charter~~Tender ~~Holdings~~Offer") ~~and~~by ~~Charter~~its ~~Communications~~indirect ~~Holdings Capital Corporation~~subsidiary, ~~announced~~ ~~the~~Charter ~~results~~Communications ~~to date of the offers by CCH II~~Holdings, LLC (~~"CCH II") and CCH I, LLC (~~“~~CCH~~Charter IHoldings”), ~~indirect~~for ~~subsidiaries~~certain of ~~Charter~~its ~~and~~outstanding senior notes (the “Notes”). Charter Holdings, tois ~~issue~~offering ~~new~~to ~~10.25%~~purchase ~~Senior~~an ~~Notes~~amount ~~due 2013~~ of ~~CCH~~its IIoutstanding ~~(the~~Notes ~~“CCH~~such IIthat ~~Notes”)~~the ~~and~~amount ~~11.00%~~Charter ~~Senior~~Holdings ~~Secured~~would ~~Notes~~be ~~due~~required ~~2015~~to ofpay ~~CCH~~for ~~I (~~the ~~“CCH I Notes”~~purchase ~~and, collectively with~~ of the ~~CCH II~~ Notes, ~~the “New Notes”)~~ in ~~exchange~~total ~~for~~(including upaccrued ~~to any~~ and ~~all~~unpaid ofinterest) ~~each~~in ~~series of~~ the ~~outstanding notes of Charter Holdings~~Tender ~~with~~Offer shall ~~maturities~~not inexceed ~~2009~~$100 ~~and~~million ~~2010~~ (the ~~“2009-2010~~"Maximum ~~Notes”~~Payment Amount"), ~~and~~ in ~~2011 and 2012~~accordance (with the ~~“2011-2012~~terms ~~Notes”~~ and, ~~collectively~~conditions ~~with~~described in the ~~2009-2010~~Offer ~~Notes,~~to ~~the~~Purchase ~~“Old~~dated March ~~Notes”)~~6, 2007.

As of 5:00 PM, Eastern Daylight Time, on ~~Thursday~~Monday, ~~August~~March 2419, ~~2006~~2007, approximately $~~483~~167.17 million in aggregate principal amount of ~~Old~~ Notes had been validly tendered,. ~~consisting~~ The Maximum ofPayment ~~approximately~~Amount is not being increased and remains at $~~183.1~~100 million. The Tender ~~aggregate~~Offer ~~principal~~will ~~amount of~~expire ~~the 2009-2010~~at ~~Notes~~5:00 ~~and~~PM ~~approximately~~EDT, ~~$300.0~~on ~~million~~Tuesday, ~~aggregate~~April 3, ~~principal amount~~2007, ofunless ~~2011-2012~~ extended ~~Notes.~~or earlier terminated.

~~Based~~A ~~upon~~ press release announcing the ~~tenders~~results to date ~~and~~is ~~subject~~attached tohereto ~~consummation~~as ~~of the offers,~~Exhibit ~~$200~~ 99.~~0 million aggregate principal amount of CCH II Notes and approximately $212~~1.0 million aggregate principal amount of CCH I Notes would be issued. Approximately $593.2 million aggregate principal amount of 2009-2010 Notes and approximately $583.4 million aggregate principal amount of 2011-2012 Notes would remain outstanding.

The press release announcing the above results 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~~announcing asinterim results of ~~August~~Tender 25Offer dated March 20, ~~2006~~2007. *

* ~~filed~~ Filed herewith.

SIGNATURES

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

CHARTER COMMUNICATIONS HOLDINGS, LLC

Registrant

By: CHARTER COMMUNICATIONS, INC., Sole Manager

Dated: March 21, 2007

By:/s/ Grier C. Raclin Name: Grier C. Raclin Title: Executive Vice President, General Counsel and Corporate Secretary

CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

Registrant

Dated: ~~August~~March 2521, ~~2006~~2007

By:/s/ Grier C. Raclin Name: Grier C. Raclin Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit Number		Description
99.1		Press Release ~~dated~~announcing asinterim results of ~~August~~Tender 25Offer dated March 20, ~~2006~~2007. *

* ~~filed~~ Filed herewith.

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