Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. YES [X] NO [  ]

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Number of shares of common stock of Charter Communications Holdings Capital Corporation outstanding as of August 7, 2006:May 15, 2007: 100

* Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation meetsmeet the conditions set forth in General Instruction H(1)(a) and (b) to Form 10-Q and isare therefore filing with the reduced disclosure format.

This quarterly report on Form 10-Q is for the three and six months ended June 30, 2006.March 31, 2007. The Securities and Exchange Commission ("SEC") allows us to "incorporate by reference" information that we file with the SEC, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this quarterly report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this quarterly report. In this quarterly report, "we," "us" and "our" refer to Charter Communications Holdings, LLC and its subsidiaries.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this quarterly report.

The Company is a broadband communications company operating in the United States. The Company offers itsto residential and commercial customers traditional cable video programming (analog and digital video) as well as, high-speed Internet services, and, in some areas, advanced broadband services such as high definition television, Charter OnDemand™, and digital video on demand,recorder service, and, telephone.in many of our markets, telephone service. The Company sells its cable video programming, high-speed Internet, telephone, and advanced broadband services on a subscription basis. The Company also sells local advertising on satellite-deliveredcable networks.

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures typically included in Charter Holdings’ Annual Report on Form 10-K have been condensed or omitted for this quarterly report. The accompanying condensed consolidated financial statements are unaudited and are subject to review by regulatory authorities. However, in the opinion of management, such financial statements include all adjustments, which consist of only normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant judgments and estimates include capitalization of labor and overhead costs; depreciation and amortization costs; impairments of property, plant and equipment, franchises and goodwill; income taxes; and contingencies. Actual results could differ from those estimates.

Certain 20052006 amounts have been reclassified to conform with the 2006 presentation.2007 presentation, including discontinued operations as discussed in Note 3.

The Company hadincurred net losslosses of $315$304 million and $309$435 million for the three months ended June 30,March 31, 2007 and 2006, and 2005, respectively, and $754 million and $657 million for the six months ended June 30, 2006 and 2005, respectively. The Company’s net cash flows from operating activities were $204$266 million and $164$205 million for the sixthree months ended June 30,March 31, 2007 and 2006, and 2005, respectively.

The Company requires significant cash to fund debt service costs, capital expenditures and ongoing operations. The Company has historically funded these requirements through cash flows from operating activities, borrowings under its credit facilities, equity contributions from Charter Holdco, sales of assets, issuances of debt securities, and cash on hand. However, the mix of funding sources changes from period to period. For the sixthree months ended June 30, 2006,March 31, 2007, the Company generated $204$266 million of net cash flows from operating activities, after paying cash interest of $765$304 million. In addition, the Company used approximately $539$298 million for purchases of property, plant and equipment. Finally, the Company hadgenerated net cash flows from financing activities of $383 million.$201 million, as a result of refinancing transactions completed during the period.

The Company expects that cash on hand, cash flows from operating activities, proceeds from sales of assets, and the amounts available under its credit facilities will be adequate to meet its and its parent companies’ cash needs through 2007.2008.  The Company believes that cash flows from operating activities and amounts available under the Company’s credit facilities may not be sufficient to fund the Company’s operations and satisfy its and its parent companies’ interest and principal repayment obligations in 20082009, and will not be sufficient to fund such needs in 2009,2010 and beyond. The Company has been advised that Charter continues to work with its financial advisors inconcerning its approach to addressing liquidity, debt maturities, and its overall balance sheet leverage.

The Company’s ability to operate depends upon, among other things, its continued access to capital, including credit under the Charter Communications Operating, LLC (“Charter Operating”) credit facilities. The Charter Operating credit facilities, along with the Company’s indentures and the CCO Holdings, LLC (“CCO Holdings”) credit facilities, contain certain restrictive covenants, some of which require the Company to maintain specified financialleverage ratios, and meet financial tests, and to provide annual audited financial statements with an unqualified opinion from the Company’s independent auditors. As of June 30, 2006,March 31, 2007, the Company iswas in compliance with the covenants under its indentures and credit facilities, and the Company expects to remain in compliance with those covenants for the next twelve months. As of June 30, 2006,March 31, 2007, the Company’s potential availability under its revolving credit facilitiesfacility totaled approximately $900 million,$1.4 billion, none of which was limited by covenant restrictions. In the past, the Company’s actual availability under its credit facilities has been limited by covenant restrictions. There can be no assurance that the Company’s actual availability under its credit facilities will not be limited by covenant restrictions in the future. However, pro forma for the closing of the asset sales on July 1, 2006, and the related application of net proceeds to repay amounts outstanding under the Company’s revolving credit facility, potential availability under the Company’s credit facilities as of June 30, 2006 would have been approximately $1.7 billion, although actual availability would have been limited to $1.3 billion because of limits imposed by covenant restrictions. Continued access to the Company’s credit facilities is subject to the Company remaining in compliance with these covenants, including covenants tied to the Company’s operating performance.leverage ratio. If any eventsevent of non-compliance were to occur, funding under the credit facilities may not be available and defaults on some or potentially all of the Company’s debt obligations could occur. An event of default under any of the Company’s debt instruments could result in the acceleration of its payment obligations under that debt and, under certain circumstances, in cross-defaults under its other debt obligations, which could have a material adverse effect on the Company’s consolidated financial condition and results of operations.

Any financial or liquidity problems of the Company’s parent companies could cause serious disruption to the Company'sCompany’s business and have a material adverse effect on the Company’s business and results of operations.

Charter’s ability to make interest payments on its convertible senior notes, and, in 2009, to repay the outstanding principal of its convertible senior notes of $863 million, will depend on its ability to raise additional capital and/or on receipt of payments or distributions from Charter Holdco and its subsidiaries. As of June 30, 2006, Charter Holdco was owed $3 million in intercompany loans from its subsidiaries, which were available to pay interest and principal on Charter's convertible senior notes. In addition, Charter has $74 million of U.S. government securities pledged as security for the next three scheduled semi-annualannual interest payments on Charter’s 5.875%convertible senior notes scheduled in 2007.  As long as CCHC continues to hold the $450 million of Charter’s convertible senior notes, CCHC will receive interest payments from the government securities pledged for Charter’s convertible senior notes.  The cumulative amount of interest payments expected to be received by CCHC is $40 million and may be available to be distributed to pay semiannual interest due in 2008 and May 2009 on the outstanding principal amount of $413 million of Charter’s convertible senior notes, although CCHC may use those amounts for other purposes.

Distributions by Charter’s subsidiaries to a parent company (including Charter, Charter Holdco, CCHC and Charter Holdings) for payment of principal on parent company notes, are restricted under the indentures governing the CIHCCH I Holdings, LLC (“CIH”) notes, CCH I notes, CCH II, LLC (“CCH II”) notes, CCO Holdings notes, and Charter Operating notes and under the CCO Holdings credit facilities unless there is no default under the applicable indenture and credit facilities, and each applicable subsidiary’s leverage ratio test is met at the time of such distribution and, in the case of Charter’s convertible senior notes, other specified tests are met.distribution. For the quarter ended June 30, 2006,March 31, 2007, there was no default under any of these indentures and each such subsidiary met itsor credit facilities. However, certain of the Company’s subsidiaries did not meet their applicable leverage ratio tests based on June 30, 2006March 31, 2007 financial results. SuchAs a result, distributions from certain of the Company’s subsidiaries to their parent companies would have been restricted at such time and will continue to be restricted however, if any such subsidiary fails to meet theseunless those tests at such time. In the past, certain subsidiaries have from time to time failed to meet their leverage ratio test. There can be no assurance that they will satisfy these tests at the time of such distribution.are met. Distributions by Charter Operating for payment of principal on parent company notes are further restricted by the covenants in theits credit facilities. 

Distributions by CIH, CCH I, CCH II, CCO Holdings and Charter Operating to a parent company for payment of parent company interest are permitted if there is no default under the aforementioned indentures. However, distributions for payment of interest on Charter’s convertible senior notes are further limited to when each applicable subsidiary’s leverage ratio test is metindentures and other specified tests are met. There can be no assurance that the subsidiary will satisfy these tests at the time of such distribution.

The indentures governing the Charter Holdings notes permit Charter Holdings to make distributions to Charter Holdco for payment of interest or principal on Charter’s convertible senior notes, only if, after giving effect to the distribution, Charter Holdings can incur additional debt under the leverage ratio of 8.75 to 1.0, there is no default under Charter Holdings’ indentures, and other specified tests are met. For the quarter ended June 30, 2006,March 31, 2007, there was no default under Charter Holdings’ indentures and the other specified tests were met. However, Charter Holdings met itsdid not meet the leverage ratio test of 8.75 to 1.0 based on June 30, 2006March 31, 2007 financial results. SuchAs a result, distributions from Charter Holdings to Charter or Charter Holdco would have been restricted at such time and will continue to be restricted however, if Charter Holdings fails to meet these tests at such time. In the past, Charter Holdings has from time to time failed to meet this leverage ratio test. There can be no assuranceunless that Charter Holdings will satisfy these tests at the time of such distribution.test is met. During periods in which distributions are restricted, the indentures governing the Charter Holdings notes permit Charter Holdings and its subsidiaries to make specified investments (that are not restricted payments) in Charter Holdco or Charter, up to an amount determined by a formula, as long as there is no default under the indentures.  

In 2006, the Company signed three separate definitive agreements to sellsold certain cable television systems serving a total of approximately 356,000 analog video customers in 1) West Virginia and Virginia to Cebridge Connections, Inc. (the “Cebridge Transaction”); 2) Illinois and Kentucky to Telecommunications Management, LLC, doing business as New Wave Communications (the “New Wave Transaction”) and 3) Nevada, Colorado, New Mexico and Utah to Orange Broadband Holding Company, LLC (the “Orange Transaction”) for a total of approximately $971 million. These cable systems met the criteria for assets held for sale. As such, the assets were written down to fair value less estimated costs to sell resulting in asset impairment charges during the six months ended June 30, 2006 of approximately $99 million related to the New Wave Transaction and the Orange Transaction. In the third quarter of 2006, the Company expects to record a gain of approximately $200 million on the Cebridge Transaction. In addition, assets and liabilities to be sold have been presented as held for sale. Assets held for sale on the Company's balance sheet as of June 30, 2006 included current assets of approximately $6 million, property, plant and equipment of

approximately $319 million and franchises(the “Orange Transaction”) for a total sales price of approximately $443$971 million. LiabilitiesThe Company used the net proceeds from the asset sales to reduce borrowings, but not commitments, under the revolving portion of the Company’s credit facilities. These cable systems met the criteria for assets held for sale onsale. As such, the Company's balance sheet as of June 30,assets were written down to fair value less estimated costs to sell resulting in asset impairment charges during the three months ended March 31, 2006 included current liabilities of approximately $7$99 million related to the New Wave Transaction and other long-term liabilities of approximately $13 million.

Summarized consolidated financial information for the three and six months ended June 30,March 31, 2006 and 2005 for the West Virginia and Virginia cable systems is as follows:

The accreted values presented above generally represent the principal amount of the notes less the original issue discount at the time of sale plus the accretion to the balance sheet date except as follows. Certain of the CIH notes, CCH I notes and CCH II notes issued in exchange for Charter Holdings notes and Charter convertible notes in 2006 and 2005 are recorded for financial reporting purposes at values different from the current accreted value for legal purposes and notes indenture purposes (the amount that is currently payable if the debt becomes immediately due). As of June 30, 2006 and DecemberMarch 31, 2005, indefinite-lived and finite-lived intangible assets are presented in2007, the following table:

Minority interest on the Company’s condensed consolidated balance sheets as of June 30, 2006at March 31, 2007 and December 31, 20052006 primarily represents preferred membership interests in CC VIII, LLC ("CC VIII"), an indirect subsidiary of Charter Holdings, of $631$194 million and $622$192 million, respectively. As more fully described in Note 18, thisThis preferred interest is held by Mr. Allen, Charter’s Chairman and controlling shareholder, and CCHC. Minority interest in the accompanying condensed consolidated statements of operations includes the 2% accretion of the preferred membership interests plus approximately 18.6%shareholder. Approximately 5.6% of CC VIII’s income net of accretion.is allocated to minority interest.

The Company uses interest rate risk management derivative instruments, such asincluding but not limited to interest rate swap agreements and interest rate collar agreements (collectively referred to herein as interest rate agreements) to manage its interest costs. The Company’s policy is to manage its exposure to fluctuations in interest costs usingrates by maintaining a mix of fixed and variable rate debt.debt within a targeted range. Using interest rate swap agreements, the Company has agreed to exchange, at specified intervals through 2007,2013, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. Interest rate collar agreements are used to limit the Company’s exposure to and benefits from interest rate fluctuations on variable rate debt to within a certain range of rates.amounts.

The CompanyCompany’s hedging policy does not permit it to hold or issue derivative instruments for trading purposes. The Company does, however, have certain interest rate derivative instruments that have been designated as cash flow hedging instruments. Such instruments effectively convert variable interest payments on certain debt instruments into fixed payments. For qualifying hedges, SFAS No. 133 allows derivative gains and losses to offset related results on hedged items in the consolidated statement of operations. The Company has formally documented, designated and assessed the effectiveness of transactions that receive hedge accounting. For each of the three months ended June 30,March 31, 2007 and 2006, and 2005, other income (expense), net includes $0 and gains of $0, and for the six months ended June 30, 2006 and 2005, other income includes gains of $2 million and $1 million, respectively, which represent cash flow hedge ineffectiveness on interest rate hedge agreements arisingagreements. This ineffectiveness arises from differences between the critical terms of the agreements and the related hedged obligations. Changes in the fair value of interest rate agreements designated as hedging instruments of the variability of cash flows associated with floating-ratefloating rate debt obligations that meet the effectiveness criteria of SFAS No. 133 are reported in accumulated other comprehensive loss.income (loss). For the three months ended June 30,March 31, 2007 and 2006, and 2005, a gainlosses of $1$2 million and $0, respectively, and for the six months ended June 30, 2006 and 2005, a gain of $0 and $9$1 million, respectively, related to derivative instruments designated as cash flow hedges, waswere recorded in accumulated other comprehensive loss.income (loss). The amounts are subsequently reclassified into interest expense as a yield adjustment in the same periodperiods in which the related interest on the floating-rate debt obligations affects earnings (losses).

Certain interest rate derivative instruments are not designated as hedges as they do not meet the effectiveness criteria specified by SFAS No. 133. However, management believes such instruments are closely correlated with the respective debt, thus managing associated risk. Interest rate derivative instruments not designated as hedges are marked to fair value, with the impact recorded as other income (expense) in the Company’s condensed consolidated statements of operations. For the three months ended June 30,March 31, 2007 and 2006, and 2005, other income (expense), net, includes gains of $3 million and losses of $1 million respectively, and for the six months ended June 30, 2006 and 2005, other income includes gains of $9 million and $25$6 million, respectively, forresulting from interest rate derivative instruments not designated as hedges.

As of June 30, 2006March 31, 2007 and December 31, 2005,2006, the Company had outstanding $1.8$3.4 billion and $1.8$1.7 billion, and $20 million and $20 million, respectively, in notional amounts of interest rate swaps and collars, respectively.swaps. The notional amounts of interest rate instruments do not represent amounts exchanged by the parties and, thus, are not a measure of exposure to credit loss. The amounts exchanged are determined by reference to the notional amount and the other terms of the contracts.

Special charges, net for the three and six months ended June 30,March 31, 2007 and 2006 primarily represent severance associated with the closing of call centers and divisional restructuring. Special charges for the six months ended June 30, 2005 primarily represent severance costs as a result of reducing workforce, consolidating administrative offices and executive severance.

Other income (expenses)(expense), net consists of the following for the three and six months ended June 30, 2006March 31, 2007 and 2005:2006:

Charter Holdings is a single member limited liability company not subject to income tax. Charter Holdings holds all operations through indirect subsidiaries. The majority of these indirect subsidiaries are limited liability companies that are also not subject to income tax. However, certain of Charter Holdings’ indirect subsidiaries are corporations that are subject to income tax.

As of June 30, 2006 and December 31, 2005, the Company had net deferred income tax liabilities of approximately $213 million.  The net deferred income tax liabilities relate to certainDuring each of the Company’s indirect subsidiaries, which file separate income tax returns.

Charter Holdco is currently under examination by the Internal Revenue Service for the tax years ending December 31, 20022003 and 2003.2002. In addition, one of the Company’s indirect corporate subsidiaries is under examination by the Internal Revenue Service for the tax year ended December 31, 2004. The Company’s results (excluding the indirect corporate subsidiaries)subsidiaries, with the exception of the indirect corporate subsidiary under examination) for these years are subject to this examination. Management does not expect the results of this examination to have a material adverse effect on the Company’s condensed consolidated financial condition or results of operations.

The Company is aand its parents are party to other lawsuits and claims that arise in the ordinary course of conducting its business. The ultimate outcome of all of these other legal matters pending against the Company or its subsidiaries cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s consolidated financial condition, results of operations, or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s consolidated financial condition, results of operations, or liquidity.

Charter has stock option plans (the “Plans”) which provide for the grant of non-qualified stock options, stock appreciation rights, dividend equivalent rights, performance units and performance shares, share awards, phantom stock and/or shares of restricted stock (not to exceed 20,000,000 shares of Charter Class A common stock), as each term is defined in the Plans. Employees, officers, consultants and directors of the Charter and its subsidiaries and affiliates are eligible to receive grants under the Plans. Options granted generally vest over four to five years from the grant date, with 25% generally vesting on the anniversary of the grant date and ratably thereafter. Generally, options expire 10 years from the grant date. The Plans allow for the issuance of up to a total of 90,000,000 shares of Charter Class A common stock (or units convertible into Charter Class A common stock).