UNITED STATES

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: ~~January~~ 21April 7, ~~2008~~2009

(Date of earliest event reported)

Grande Communications Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	~~333-115602~~	74333-~~3005133~~115602		74-3005133
(State of incorporation)	~~(Commission File Number)~~	(~~I.R.S.~~Commission ~~EmployerIdentification~~File Number)		(I.R.S. Employer Identification Number)


401 Carlson Circle, San Marcos, TX		78666
(Address of principal executive offices)		(Zip Code)

(512) 878-4000

(Registrant’s telephone number, including area code)

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 General Instruction a.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~- 1 -~~Item 8.01. Other Events.

~~Item 5~~In response to rumors about Grande Communications Holdings, Inc.~~02. Departure~~ of(the ~~Directors~~“Company”) orand ~~Certain~~numerous ~~Officers;~~inquiries ~~Election~~and ~~of Directors;~~speculation ~~Appointment~~that ofthe ~~Certain~~Company ~~Officers;~~is ~~Compensatory~~shopping ~~Arrangements~~a ofcredit facility in connection with its sale, the Company makes the following ~~Certain Officers.~~statement:

~~On January~~These ~~21,~~rumors ~~2008,~~are ~~James~~not Mcorrect. ~~Mansour, Chairman~~As ofpreviously announced, the Company’s Board of Directors has authorized the Company to explore all of ~~Grande~~its strategic ~~Communications~~alternatives ~~Holdings,~~to ~~Inc~~enhance stockholder value. ( Currently, the “ Company~~”),~~ ~~resigned~~has asnot ~~Chairman~~entered into any agreement for the sale of the Company, and asthe Company is not shopping a ~~director~~credit facility backing any such transaction, although the Company is aware of third party efforts to finance a possible offer to purchase the Company. ~~Mr.~~ ~~Mansour~~The Board of Directors will continue to work with the Company’s management team and its legal and financial advisors to evaluate the Company’s available ~~decided~~alternatives. The Company has engaged Waller Capital to ~~leave~~assist the Company in ~~order~~exploring tostrategic ~~pursue~~alternatives. ~~other~~There ~~interests~~can be no assurance that the exploration of strategic alternatives will result in the Company adopting or approving any strategic ~~require~~alternative. ~~his~~The ~~full~~Company ~~time~~undertakes no obligation to make any further statement regarding the exploration of strategic alternatives unless and ~~attention~~until a final decision is made.

On January 22, 2008, the Board appointed Roy H. Chestnutt, who is the Chief Executive Officer of the Company and a director, to replace Mr. Mansour as Chairman. The Board’s Nominating Committee intends to begin a search for a qualified replacement director.

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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.

	~~GRANDE COMMUNICATIONS HOLDINGS, INC.~~		GRANDE COMMUNICATIONS HOLDINGS, INC.
Date: January 22, 2008	By:	/s/ Michael L. Wilfley
Date: April 7, 2009			By:	/s/ Roy H. Chestnutt
		Michael L. Wilfley
				Roy H. Chestnutt Chief Executive Officer
		Chief Financial Officer

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