FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                 CURRENT REPORT

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

         Date of report (Date of earliest event reported): June 30, 2001
                                   -----------

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                                    Delaware
         --------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                    333-77499                         43-1843179
                    333-77499-01                      43-1843177
                  ---------------                  ----------------
              Commission File Number    (Federal Employer Identification Number)

                   12444 Powerscourt Drive - Suite 400
                   St. Louis, Missouri                        63131
         ----------------------------------------            --------
         (Address of Principal Executive Offices)            (Zip Code)

       (Registrant's telephone number, including area code) (314) 965-0555








ITEM 5. OTHER EVENTS.

On June 30, 2001, we completed the closing of previously announced cable-system
transactions with AT&T Broadband, resulting in a net addition of approximately
554,000 customers for a purchase price consisting of $1.75 billion in cash and
cable systems valued at $24 million. A copy of the press release of Charter
Communications, Inc. is being filed as Exhibit 99.1 with this report.


ITEM 7. EXHIBIT.

99.1     Press release dated July 2, 2001.*

- ----------

*    filed herewith









                                    SIGNATURE

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


                                  CHARTER COMMUNICATIONS
                                  HOLDINGS, LLC, a registrant



Dated: July 6, 2001               By: /s/ KENT D. KALKWARF
                                  -------------------------------------
                                  Name: Kent D. Kalkwarf
                                  Title: Executive Vice President and Chief
                                  Financial Officer (Principal Financial Officer
                                  and Principal Accounting Officer)




                                    SIGNATURE

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


                                  CHARTER COMMUNICATIONS HOLDINGS
                                  CAPITAL CORPORATION, a registrant



Dated: July 6, 2001               By: /s/ KENT D. KALKWARF
                                  -------------------------------------
                                  Name: Kent D. Kalkwarf
                                  Title: Executive Vice President and Chief
                                  Financial Officer (Principal Financial Officer
                                  and Principal Accounting Officer)








                                  EXHIBIT INDEX



EXHIBIT NUMBER    DESCRIPTION
- ---------------   ------------

99.1              Press release dated July 2, 2001.







                                                                    EXHIBIT 99.1


[CHARTER COMMUNICATIONS LOGO]

FOR RELEASE: 7:00 AM CT MONDAY, JULY 2, 2001

Charter Communications and AT&T Broadband Close Cable System Transactions

ST. LOUIS and ENGLEWOOD, Colo., July 2, 2001 (BUSINESS WIRE) -- Charter
Communications, Inc., (Nasdaq:CHTR) and AT&T Broadband have closed previously
announced cable-system transactions, resulting in a net addition of about
554,000 customers for Charter and $1.77 billion in cash and cable systems for
AT&T, the companies said today.

Charter received cable systems from AT&T serving some 563,000 customers in the
St. Louis area; areas of Auburn, Birmingham, Montgomery and Selma, Ala.; and the
Reno area of Nevada and California. AT&T Broadband received $1.77 billion
composed of Charter cable systems serving 9,000 customers in Sebastian, Fla.,
valued at $24 million, and $1.75 billion in cash. Charter systems in the Miami
Beach, Fla., area, originally included in the transaction, will remain with
Charter.

"With these transactions, Charter gains significant operational and technical
efficiencies in the St. Louis metropolitan area, a top 20 ranked U.S. cable
market, and in Alabama as well," said Jerry Kent, president and chief executive
officer of Charter. "With the addition of the Reno, Nevada area, we'll continue
to expand our footprint in the Western United States and extend our Wired
World(TM) vision to more consumers."

"These transactions are important steps in our strategic plan to create large
clusters of customers in major metropolitan markets," said Dan Somers, president
and chief executive officer of AT&T Broadband. "And they help us to remove more
debt from our balance sheet."

Daniels & Associates represented AT&T Broadband in the sales process.

Charter Communications (Nasdaq:CHTR), a Wired World(TM) company, is among the
nation's largest broadband communications companies, currently serving some 7
million customers in 40 states. Charter provides a full range of advanced
broadband services to the home, including cable television on an advanced
digital video programming platform marketed under the Charter Digital Cable(TM)
brand; and high-speed Internet access marketed under the Charter Pipeline(TM)
brand. Commercial high-speed data, video and Internet solutions are provided
under the Charter Business Networks(TM) brand. Advertising sales and production
services are sold under the Charter Media(TM) brand. More information about
Charter can be found at www.charter.com.

AT&T Broadband (www.attbroadband.com), a business unit of AT&T, is the nation's
largest broadband services company, providing television entertainment services
to about 16 million customers across the nation. The company also provides
advanced services, such as digital cable, high-speed cable Internet services and
competitive local phone service. AT&T Corp. (NYSE:T) is the world's leader in
telecommunications services and technology.

The foregoing are "forward-looking statements" which are based on management's
beliefs as well as on a number of assumptions concerning future events made by
and information currently available to management. Readers are cautioned not to
put undue reliance on such forward-looking







statements, which are not a guarantee of performance and are subject to a number
of uncertainties and other factors, many of which are outside AT&T's control,
that could cause actual results to differ materially from such statements. For a
more detailed description of the factors that could cause such a difference,
please see AT&T's filings with the Securities and Exchange Commission. AT&T
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
This information is presented solely to provide additional information to
further understand the results of AT&T.

CONTACT:  Charter Communications
          News Media: Andy Morgan, 314/543-2217
          amorgan@chartercom.com
                or
          Analysts: Mary Jo Moehle, 314/543-2397
          mmoehle@chartercom.com
                or
          AT&T Broadband
          Steve Lang, 303/858-3406
          lang.steve@broadband.att.com
                or
          AT&T
          Eileen Connolly, 908/221-6731
          econnolly@att.com