UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C. 20549~~AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT TO ofSECTION 13 ~~Report~~ OR 15(~~Date~~d) OF ofTHE ~~earliest~~SECURITIES ~~event~~EXCHANGE ~~reported): October 21,~~ACT ~~2008~~OF 1934

~~CHANNELL COMMERCIAL~~Date ~~CORPORATION~~of Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified in charter~~reported): December 17, 2008

CHANNELL COMMERCIAL CORPORATION

(Exact name of registrant as specified in charter)

Delaware	0-28582	95-2453261
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26040 Ynez Road, Temecula, California		92591
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (951) 719-2600

N/A

(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 (~~see~~ see General Instruction A.2):

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 (7 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On December 17, 2008, Channell Commercial Corporation (the “Company”) entered into an Amendment to Standard Industrial Leases—Net dated as of January 1, 2009 (the “Lease Amendment”), with the Channell Family Trust dated June 29, 1990 (the “Trust”). The Lease Amendment covers the properties located at 26040 Ynez Road, Temecula, California, and 40761 County Center Drive, Temecula, California. Pursuant to the Lease Amendment, the base monthly rental for the two properties for the period beginning and including January 2009 and ending and including June 2009 will be reduced by an aggregate of $50,000, for an aggregate reduction in rent for those six months of $300,000. In consideration for the rent reduction, the Company is obligated to issue to the Trust 2,000,000 shares of the Company’s Common Stock, $0.01 par value per share. The Company has the right to reacquire from the Trust such shares of Common Stock by payment of $0.15 per share in cash, plus interest at the rate of five percent (5%) per annum from January 1, 2009 through the date of payment, through December 12, 2010.

The Lease Amendment is attached as Exhibit 99.1.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 17, 2008, the Board of Directors of the Company voted unanimously to deregister the Company’s Common Stock under the Securities Exchange Act of 1934, as amended, and to delist the Company’s Common Stock from trading on the Nasdaq Global Market. See the Company’s press release attached hereto as Exhibit 99.2.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~December 2117, 2008, each of Dana Brenner, Richard Williams and Robert Brendel resigned from ~~Channell~~the ~~Commercial~~Board ~~Corporation~~of (Directors of the “Company”). Each ~~elected~~was ~~Richard~~appointed, W.in ~~Williams~~a non-director capacity, to the newly created ~~serve~~Advisory asBoard aof ~~director~~the Company. ~~Mr. Williams~~In that capacity, each will ~~serve~~be onentitled ~~the~~to ~~Audit~~compensation ~~Committee~~at the rate of ~~the~~$25,000 ~~board~~per year, plus reimbursement of ~~directors~~expenses in accordance with current practice.

~~Mr. Williams~~Finally, ison December 17, ~~currently~~2008, ~~chief~~the ~~executive~~Board ~~officer~~ of ~~Williams &~~Directors ~~Associates,~~approved ana Restricted Stock Agreement with William ~~accounting~~H. ~~and~~Channell, Jr. ~~finance~~(the ~~consulting~~“RSU ~~firm~~Agreement”). ~~Earlier~~Pursuant into ~~his~~the ~~career~~RSU Agreement, Mr. ~~Williams~~Channell ~~served~~is assurrendering ~~senior vice president~~an aggregate of ~~finance for Herbalife International~~1, ~~Inc.~~096,400 ~~and~~stock ~~senior~~options ~~vice~~to ~~president~~acquire ~~and controller~~shares of ~~The~~the ~~Irvine~~ Company~~. Mr. Williams~~’s Common ~~will~~Stock, ~~receive~~$0.01 ~~compensation~~par ~~for~~value ~~his~~per ~~services~~share, asin aexchange ~~director~~for ~~and~~the ~~member~~issuance of ~~the~~274,100 ~~Audit~~restricted ~~Committee~~shares inof ~~accordance~~Common ~~with~~Stock. All such ~~the~~shares ~~Company’s~~of ~~standard~~restricted ~~compensation arrangements~~Common ~~for~~Stock ~~non-management~~vest ~~directors~~in March, 2011.

2Mr. Channell’s Restricted Stock Agreement is attached as Exhibit 99.3.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant to the~~(d) ~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

		CHANNELL COMMERCIAL CORPORATION
Exhibit No.		Description
		(Registrant)
99.1		Amendment to Standard Industrial Leases—Net between Channell Commercial Corporation and the Channell Family Trust dated June 29, 1990
Date: October 23, 2008
99.2		Press Release Announcing Intent to Deregister and Delist
		/s/ Patrick E. McCready
99.3		Restricted Stock Agreement between Channell Commercial Corporation and William H. Channell, Jr.
		Patrick E. McCready
		Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 23, 2008	CHANNELL COMMERCIAL CORPORATION

	(Registrant)

	/s/ William H. Channell, Jr.
	William H. Channell, Jr.
	Chief Executive Officer
	(Duly authorized officer of the Registrant)

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