6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For February 2009

Commission File No. 000-53222

China Cablecom Holdings, Ltd.

1 Grand Gateway

1 Hongqian Road

Shanghai, 200030

People’s Republic of China

(86) 21 6207-9731

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES.)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-Fo

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o     No o

If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________

Entry into a Material Definitive Agreement

On February 17, 2009, China Cablecom Holdings, Ltd. (the “Company”) issued a press release disclosing that it has entered into an Amendment to the Framework Agreement (the “Amendment”), and has further extended its payment deadline to Binzhou Broadcasting and Television Network Co., Ltd., a PRC company (“Binzhou Broadcasting”), until December 31, 2009. The Company through Jinan Youxiantong Network Technology Co., Ltd., a PRC company which is controlled by the Company (“Jinan”), originally entered into a Framework Agreement to operate the cable network in Shandong Province with Binzhou Broadcasting in August 2007. Pursuant to the Framework Agreement, the Company acquired operating rights of the Binzhou Broadcasting network in Binzhou, Shandong Province by entering into a series of asset purchase and services agreements with a company organized by a local state-owned enterprise owned directly or indirectly by local branches of State Administration of Radio, Film and Television in five different municipalities to serve as a holding company of the relevant businesses. The asset purchase and service agreements covered a cable network that had 411,246 paying subscribers and entitled the Company to a 49% joint venture interest and 60% economic interest in operations, financial positions and cash flows generated by Binzhou Broadcasting for an initial duration term of 20 years. The original contract required completion of payments and full asset transfer by August 2008, which was later extended to December 31, 2008, further extended to January 31, 2009 and now to December 31, 2009. A copy of the Press Release is attached hereto as Exhibit 99.1.

Pursuant to the terms of the Amendment, in the event that Jinan fails to make the payment by December 31, 2009, the economic interest of both parties in Binzhou Broadcasting will be proportionally adjusted to reflect the amount of contribution provided by each party as of such date. A copy of the summary translation of the Amendment is attached hereto as Exhibit 10.1.

Exhibit Index

Exhibit No.	Description
10.1	Summary Translation of the Amendment to the Framework Agreement dated February 11, 2009 between Binzhou Broadcasting and Television Network Co., Ltd. and Jinan Youxiantong Network Technology Co., Ltd.
99.1	Press Release dated February 17, 2009.

SIGNATURE

Pursuant to the requirements of the SecuritiesExchange Act of 1934, theregistranthas duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

China Cablecom Holdings, Ltd.
By:	/s/ Clive Ng
	Name: Clive Ng
	Title: Executive Chairman

Dated: March 6, 2009

EX-10.1

Exhibit 10.1

Summary Translation

Amendment to Framework Agreement (Reference Translation)

Party A: Binzhou Broadcasting and Television Network Co., Ltd.

Party B: Jinan Youxiantong Network Technology Co., Ltd.

As for:

1.   Party A and Party B has entered into <Framework Agreement> and <Amendment to Framework Agreement> on August 2007, party A has then entered into <Asset Transfer Agreement> with Binzhou Broadcasting and Television Information Network Co., Ltd.;

2.   Until Jan. 31st 2009, party B has provided loan in the total amount of 82 million RMB, still unable to fulfill the consideration obligations set forth in article 4.2 of <Framework Agreement> and to provide loan in accordance with asset transfer schedule set forth in <Asset Transfer Agreement>;

3.   Party A understands the challenges that party B is facing to fulfill its consideration obligations.  After discussions, party A and party B agrees to settle the remaining payment and relevant issues based upon the following principles:

The terms of the amendment to <Framework Agreement> are as follows:

1.  Party B shall provide 10 million RMB to Binzhou Broadcasting and Television Information Network Co., Ltd. prior to February 15, 2009. Such amount is deemed as part of the loan that should been provided by party B according to the consideration obligation set forth in <Framework Agreement>.  Party B shall provide the remaining amount of consideration set forth in <Framework Agreement> in full amount by no later than December 31st, 2009;

2.  If party B, by December 31st 2009 still is not able to pay in full amount the loan obligation set forth in <Framework Agreement>, then the economic benefit percentage of both parties in Binzhou Broadcasting and Television Information Network Co. Ltd. will be proportionally adjusted to reflect the actual fund provided (including paid-in capital and loan and obligations triggered by <Asset Transfer Agreement>) as of that date.  Both parties shall enjoy newly adjusted equity and economic benefits based upon such calculation;

3.  If situation in Article 2 of the Amendment shall occur, party A and party B shall further discuss the continuity of existence and operation of Binzhou Broadcasting and Television Information Network triggered by the failure of Party B to fulfill its consideration obligation set forth in <Framework Agreement> and its Amendments.  Be whatever agreement shall both parties come to on this issue, by that time, Binzhou Broadcasting and Television Information Network Co. Ltd. must pay down the asset payable amount to party A with cash amount in such company.

4.  If after discussions both parties agree to liquidate Binzhou Broadcasting and Television Information Network, then both parties shall in the first place authorize Binzhou Broadcasting and Television Information Network Co. Ltd. at an agreed-upon price to transfer part of the network assets back to party A, to serve the purpose of paying off asset payable to party A triggered by <Asset Transfer Agreement>.  The total amount of asset to be transferred back to party A shall be equivalent to amount payable to party A described in <Framework Agreement> and its Amendments after deducting loan provided by party B as of December 31st,2009 and the cash pay backs set forth in Article 3 of this Amendment and the pro-rata percentage decrease in party A’s asset contribution obligations as result of party B’s failure to fulfill full amount of consideration set forth in <Framework Agreement> and its amendments;

5.  This article is to further define the above-mentioned preferred amount of asset to be transferred back to party A:  to reflect the by proportion asset transfer obligation of party A, such amount shall be re-calculated to reflect the total amount of capital and loan provided by party B by December 31st, 20009 to maintain the 40% and 60% economic benefit split in Binzhou Broadcasting and Television Information Network Co. Ltd.

Binzhou Broadcasting and Television Network Co., Ltd.

Signature:

Name: Mr. Ying Bingming

Title: Chairman

Date: Feb. 11th, 2009

Company Chop:

Jinan Youxiantong Network Technology Co., Ltd.

Signature:

Name: Mr. Pu Yue

Title: Chairman

Date: Feb. 11th, 2009

Company Chop:

EX-99.1

Exhibit 99.1

Press Release                                                                                  Source: China Cablecom Holdings, Ltd.

China Cablecom Announces Update on Binzhou Broadcasting Payment Extension

Tuesday February 17, 2009, 7:00 am EST

Related: China Cablecom Holdings Ltd.

SHANGHAI, Feb. 17 /PRNewswire-FirstCall/ -- China Cablecom Holdings, Ltd. ("China Cablecom" or the "Company") (Nasdaq: CABL - News; Nasdaq: CABLW - News; Nasdaq: CABLU - News), a joint-venture provider of cable television services in the People's Republic of China ("PRC"), announced today that it has further extended its payment deadline to Binzhou Broadcasting until December 31, 2009.

"With the support of the Binzhou SOE and local municipal branches of SARFT, we are delighted to announce this amended agreement," says Founder & Executive Chairman, Clive Ng. "This extension will provide the Company more flexibility as we continue working with strategic advisors to secure ongoing funding arrangements."

In December 2008, China Cablecom reported a payment extension to Binzhou Broadcasting for January 31, 2009. The original joint venture agreement, which was established on September 2007, pertained to a purchase of assets and service agreements covering cable networks in Shandong Province for an initial duration term of 20 years. Paying subscribers for Binzhou Broadcasting was 470,111 as of the third quarter 2008.

About China Cablecom

China Cablecom is a joint-venture provider of cable television services in the People's Republic of China, operating in partnership with a local state-owned enterprise ("SOE") authorized by the PRC government to control the distribution of cable TV services through the deployment of analog and digital cable services. In June 2008, China Cablecom consummated an agreement to acquire a 60 percent economic interest in a cable network in Hubei province with paying subscribers exceeding 800,000. The Company originally acquired operating rights of the Binzhou Broadcasting network in Binzhou, Shandong Province in September 2007 by entering into a series of asset purchase and services agreements with a company organized by SOEs, owned directly or indirectly by local branches of State Administration of Radio, Film and Television in five different municipalities to serve as a holding company of the relevant businesses. China Cablecom now operates 28 cable networks with over 1.4 million paying subscribers. China Cablecom's strategy is to replicate the acquisitions by operating partnership models in other municipalities and provinces in the PRC and then introducing operating efficiencies and increasing service offerings in the networks in which it operates.

Safe Harbor Statement

The matters discussed in this press release contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this presentation and in the Company's other written and oral reports are based on current Company expectations and are subject to risks and uncertainties, which could cause actual results to differ materially. Any forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and developments in the industry may differ materially from those made in or suggested by the forward-looking statements contained herein. These forward-looking statements are subject to numerous risks, uncertainties and assumptions. The forward-looking statements herein speak only as of the date stated herein and might not occur in light of these risks, uncertainties, and assumptions. The Company undertakes no obligation and disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should carefully consider these factors as well as the additional risk factors outlined in the filings that the Company makes with the U.S. Securities and Exchange Commission, including the Registration Statement on Form S-1 filed on April 18, 2008.

    CONTACT:

    China Cablecom Holdings, Ltd.

    Debra Chen

    Phone: 917.499.8129

    Email: debra@chinacablecom.net

    www.chinacablecom.net