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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 11, 2008
 
 
Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation
CCH II, LLC
CCH II Capital Corp.
CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact name of registrants as specified in their charters) 
 
Delaware
(State or Other Jurisdiction of Incorporation or Organization) 
 
 333-77499
  
 43-1843179
333-77499-01
  
43-1843177
 333-111423
  
03-0511293
 333-111423-01
  
 13-4257703
 333-112593
  
86-1067239
 333-112593-01
  
20-0259004
 (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
(Registrants' 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 registrants 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 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers.

On March 11, 2008, Charter Communications, Inc. ("Charter"), the indirect parent company of Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp., CCO Holdings, LLC and CCO Holdings Capital Corp., announced that Jeffrey T. Fisher, Executive Vice President and Chief Financial Officer, intends to resign effective April 4, 2008.    Charter also announced that Eloise Schmitz, Charter's Senior Vice President, Strategic Planning, would be assuming the role of Interim Chief Financial Officer effective April 4, 2008.

Ms. Schmitz, 43, was promoted to her current position in August 2006.  She has been employed in several management positions with Charter since July 1998, when she joined as Vice President, Finance & Acquisitions and Assistant Secretary.  Prior to joining Charter, Ms. Schmitz served as Vice President, Group Manager, of the Franchise and Communications Group for Mercantile Bank, now US Bank, in St. Louis from 1992 to 1998.  Ms. Schmitz received a bachelor's degree in Finance from Tulane University.

On August 1, 2007, Charter executed an amended and restated employment agreement with Ms. Schmitz (the “Agreement”). The Agreement provides that Ms. Schmitz shall serve as Senior Vice President, Strategic Planning initially reporting to the Chief Executive, at a salary of $365,575 per annum, to be reviewed on an annual basis. The Agreement also provides for her participation in the 2001 Stock Incentive Plan. She is a participant in the incentive bonus plan with a target bonus of at least 50% of salary, the Executive Cash Award Plan and to receive such other employee benefits as are available to other senior executives.  The Agreement contains a two-year non-compete provision and a two year non-solicitation clause.  The term of the Agreement is three years from the effective date of the Agreement.

The press release announcing Mr. Fisher's resignation and Ms. Schmitz's appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.
 
Exhibit
Number
 
Description
 
 
 
99.1  
Press Release announcing departure of Chief Financial Officer and appointment of Interim Chief Financial Officer (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on March 11, 2008 (File No. 000-27927)).
 

 
SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corp. 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 11, 2008


 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 
 

 
Charter Communications Holdings Capital Corp.
Registrant

Dated: March 11, 2008


 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 
 
 
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: March 11, 2008


 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 
 
 
 
CCH II Capital Corp.
Registrant
 
Dated: March 11, 2008

 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 
 
SIGNATURES

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

 
CCO Holdings, LLC
Registrant
By: CHARTER COMMUNICATIONS, INC., Sole Manager
 
Dated: March 11, 2008


 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 

 
 
CCO Holdings Capital Corp.
Registrant

Dated: March 11, 2008


 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting Officer
 
 

 
EXHIBIT INDEX

 
Exhibit
Number
 
Description
 
 
 
99.1  
Press Release announcing departure of Chief Financial Officer and appointment of Interim Chief Financial Officer (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on March 11, 2008 (File No. 000-27927)).