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                                    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): December 27, 2000
                                                         -----------------




                      CHARTER COMMUNICATIONS HOLDINGS, LLC
                      ------------------------------------
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
               ---------------------------------------------------
           (Exact name of registrants as specified in their charters)


                                    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
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ITEM 5.  OTHER ITEMS.

         Charter Communications Holdings, LLC ("Charter Holdings") and its
wholly owned subsidiary, Charter Communications Holdings Capital Corporation
(collectively, the "Issuers"), announced plans to raise $850.0 million in a
private placement of senior and senior discount notes (the "Notes"). The net
proceeds of the offering will be used to repay $272.5 million that remains
outstanding under the August 2000 $1.0 billion senior bridge loan of Charter
Holdings and to repay a portion of amounts outstanding under the revolving
credit facilities of certain subsidiaries of the Issuers of the Notes.

         The Issuers plan to sell senior notes due 2008 and 2011, and senior
discount notes due 2011 in early January 2001.

         A copy of the press release announcing the contemplated financing is
being filed as Exhibit 99.1 with this report.




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ITEM 7.  EXHIBITS.

         (a)      Exhibits.

                  99.1     Press release dated December 27, 2000.*

- ----------------
*filed herewith


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                                   SIGNATURES

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




                                        CHARTER COMMUNICATIONS
                                        HOLDINGS, LLC, a registrant

Dated December 27, 2000                 By: /s/ KENT D. KALKWARF
                                            --------------------
                                            Name:  Kent D. Kalkwarf
                                            Title: Senior Vice President and
                                                   Chief Financial Officer
                                                   (Principal Financial Officer
                                                   and Principal Accounting
                                                   Officer)




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                                   SIGNATURES

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




                                        CHARTER COMMUNICATIONS
                                        HOLDINGS CAPITAL CORPORATION, a
                                        registrant

Dated December 27, 2000                 By: /s/ KENT D. KALKWARF
                                            --------------------
                                            Name:  Kent D. Kalkwarf
                                            Title: Senior Vice President and
                                                   Chief Financial Officer
                                                   (Principal Financial Officer
                                                   and Principal Accounting
                                                   Officer)



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                                  EXHIBIT INDEX


99.1     Press release dated December 27, 2000.


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                                                                    EXHIBIT 99.1

[CHARTER COMMUNICATIONS LOGO]                                               NEWS



FOR RELEASE: WEDNESDAY, DECEMBER 27, 2000


                    CHARTER COMMUNICATIONS HOLDINGS, LLC AND
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
                    TO ISSUE SENIOR AND SENIOR DISCOUNT NOTES


         ST. LOUIS - Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation, subsidiaries of Charter
Communications, Inc. (Nasdaq: CHTR), today announced their intent to sell $850
million of Senior and Senior Discount Notes (the "Notes").

         The net proceeds of this issuance will be used to repay $272.5 million
that remains outstanding under the August 2000 $1 billion senior bridge loan of
Charter Communications Holdings, LLC and to repay a portion of amounts
outstanding under revolving credit facilities.

         The Notes are being sold to qualified institutional buyers in reliance
on Rule 144A. The Notes will not be registered under the Securities Act of 1933,
as amended (the "Securities Act"), and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of the Notes in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state.




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                                    --more--


CHARTER, PAGE 2
         With 6.3 million customers, Charter Communications, a Wired World(TM)
company, is among the nation's largest broadband communications companies.
Charter offers an array of advanced broadband services, including cable
television under the Charter Cable TV(TM) brand; advanced digital video
programming services under the Charter Digital Cable(TM) brand; and high-speed
Internet access via Charter Pipeline(TM). Charter's Class A common stock is
traded on the Nasdaq National Market under the ticker symbol "CHTR." More
information about Charter can be found on the Internet at www.chartercom.com.

                                      # # #

              Statements in this press release regarding Charter Communications'
              business that are not historical facts may be "forward-looking
              statements." Forward-looking statements are inherently subject to
              risks, uncertainties and assumptions. Important factors that could
              cause actual results to differ materially from any such
              forward-looking statements are identified in the reports and
              documents Charter files from time to time with the U.S. Securities
              and Exchange Commission.

CONTACTS:
MEDIA                                               ANALYST
Charter Communications                              Charter Communications
Anita Lamont, 314-543-2215                          Mary Jo Moehle, 314-543-2397
alamont@chartercom.com                              mmoehle@chartercom.com