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): ~~March~~August 1929, 2007

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 8.01. OTHER EVENTS.

~~Charter~~On August 29, 2007, Charter Communications, Inc., ("Charter"), the indirect parent company and manager of CCH II, LLC and CCH II Capital Corp., ~~announced~~ filed ~~the~~a registration ~~results~~statement toon ~~date~~Form ofS-4 with the ~~cash~~Securities ~~tender~~and ~~offer~~Exchange ~~(the~~Commission ~~"Tender~~ relating ~~Offer")~~to bya ~~its~~proposed ~~indirect~~exchange ~~subsidiary,~~offer by Charter's subsidiary Charter Communications ~~Holdings~~Holding Company, LLC ~~(“Charter~~ ~~Holdings”~~("Holdco"), ~~for~~whereby ~~certain~~holders of ~~its~~ Charter's outstanding 5.875 % senior convertible notes due 2009 (the ~~“Notes”).~~ "Charter ~~Holdings~~convertible notes'') iswill ~~offering~~be tooffered ~~purchase~~the anright ~~amount~~to ofexchange ~~its~~up ~~outstanding~~to ~~Notes~~$309,375,000 of such notes ~~that~~ for ~~the~~up to $595,082,000 principal amount of Charter's ~~Holdings~~7.00% ~~would~~Convertible Senior Notes bedue ~~required~~2027, subject to ~~pay~~certain ~~for~~rights ~~the~~to ~~purchase~~amend or otherwise modify of the ~~Notes~~offer as set forth in ~~total~~the ~~(including~~related ~~accrued~~exchange offer prospectus and ~~unpaid~~any ~~interest~~supplements thereto (the "Charter exchange offer''). inThe ~~the~~Charter ~~Tender~~exchange offer will ~~Offer~~ expire ~~shall~~ at ~~not~~11:59 ~~exceed~~p.m., ~~$100~~New ~~million~~York ~~(the~~City ~~"Maximum~~time, ~~Payment~~on ~~Amount")~~September 26, in2007, ~~accordance~~unless extended ~~with~~ or ~~the~~ earlier ~~terms~~terminated. ~~and~~The ~~conditions~~press ~~described~~release inannouncing the ~~Offer~~Charter toexchange offer ~~Purchase~~is filed ~~dated~~as ~~March 6,~~Exhibit ~~2007~~99. 1 attached hereto.

AsIn ~~of 5:00~~ relation PMto ~~Eastern~~the ~~Daylight~~Charter ~~Time,~~exchange ~~on Monday~~offer, ~~March~~certain ~~19,~~risk ~~2007,~~factors ~~approximately $167.7 million~~for ~~in aggregate principal amount of Notes had been validly tendered.~~Charter ~~The Maximum Payment Amount is not being increased~~ and ~~remains~~its subsidiaries atwere ~~$100 million~~updated. ~~The Tender~~ ~~Offer~~See ~~will~~the ~~expire~~Form atS-4 ~~5:00~~filed PMby ~~EDT,~~Charter on ~~Tuesday~~August 29, ~~April 3,~~ 2007, ~~unless~~ ~~extended~~ registration orno. ~~earlier~~333- ~~terminated~~145766.

A press release announcing the results to date is attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The following ~~exhibit~~exhibits is are filed pursuant to Item 8.01:

Exhibit Number		Description
99.1		Press Release ~~announcing~~dated ~~interim~~as ~~results~~ of ~~Tender~~August ~~Offer dated March 20~~29, 2007. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications ~~Holdings~~, ~~LLC~~Inc. filed on ~~March~~August 2129, 2007 (File No. ~~333~~000-~~77499~~27927)).

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: August 29, 2007

By:/s/ ~~Grier~~Kevin CD. ~~Raclin~~Howard Name: ~~Grier~~Kevin CD. ~~Raclin~~Howard Title: ~~Executive~~ Vice President, ~~General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Accounting Officer

CCH II CAPITAL CORP.

Registrant

Dated: ~~March~~August 2129, 2007

By:/s/ ~~Grier~~Kevin CD. ~~Raclin~~Howard Name: ~~Grier~~Kevin CD. ~~Raclin~~Howard Title: ~~Executive~~ Vice President, ~~General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Accounting Officer

Exhibit Index

Exhibit Number		Description
99.1		Press Release ~~announcing~~dated ~~interim~~as ~~results~~ of ~~Tender~~August ~~Offer dated March 20~~29, 2007. (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications ~~Holdings~~, ~~LLC~~Inc. filed on ~~March~~August 2129, 2007 (File No. ~~333~~000-~~77499~~27927)).

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