8-K

UNITED STATES
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):
January 12, 2007

CABLEVISION SYSTEMS CORPORATION (Exact name of registrant as specified in its charter)

Delaware	No. 1-14764	No. 11-3415180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

CSC HOLDINGS, INC. (Exact name of registrant as specified in its charter)

Delaware	No. 1-9046	No. 11-2776686
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1111 Stewart Avenue Bethpage, New York	11714
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (516) 803-2300

N/A (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 registrant under any of the following provisions (see General Instruction A.2 below):

[_]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

Dolan Family Group Proposal

                 On January 12, 2007, the Special Transaction Committee of the Board of Directors of Cablevision Systems Corporation (“Cablevision”) received a letter from Charles F. Dolan and James L. Dolan, on behalf of members of the Dolan Family Group, outlining a revised proposal (the “Revised Proposal”) to acquire all of the outstanding shares of common stock of Cablevision, except for the shares held by the Dolan Family Group. A copy of the letter from the Dolan Family Group is attached hereto as Exhibit 99.1.

                 On January 16, 2007, the Special Transaction Committee delivered a letter to Charles F. Dolan and James L. Dolan, rejecting as inadequate the Revised Proposal. A copy of the letter from the Special Transaction Committee is attached hereto as Exhibit 99.2.

Pending Exchange Offer

                 CSC Holdings, Inc. announced on January 16, 2007 that it would further extend until February 20, 2007, at 5:00 P.M., New York City time, its offer to exchange up to $500 million aggregate principal amount of its 6-3/4% Senior Notes due 2012, which were initially issued and sold in a private placement in April 2004, for an equal aggregate amount of its registered 6-3/4% Senior Notes due 2012. Except for the extension of the expiration date, all of the other terms of the exchange offer remain as set forth in the exchange offer prospectus dated July 18, 2006.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

99.1 Letter, dated January 12, 2007, from Charles F. Dolan and James L. Dolan, on behalf of members of the Dolan Family Group, to the Special Transaction Committee of the Board of Directors of Cablevision Systems Corporation.

99.2 Letter, dated January 16, 2007, from the Special Transaction Committee of the Board of Directors of Cablevision Systems Corporation, to Charles F. Dolan and James L. Dolan.

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SIGNATURES

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

CABLEVISION SYSTEMS CORPORATION      (Registrant)
By:	/s/ Michael P. Huseby
	Name: Title:	Michael P. Huseby Executive Vice President and Chief Financial Officer

Dated:  January 16, 2007

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

CSC HOLDINGS, INC.      (Registrant)
By:	/s/ Michael P. Huseby
	Name: Title:	Michael P. Huseby Executive Vice President and Chief Financial Officer

Dated:  January 16, 2007

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EX-99.1

                                                              Exhibit 99.1


                                                              January 12, 2007

Special Transaction Committee of the
      Board of Directors
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714-3581

Members of the Special Transaction Committee:

         Charles F. Dolan and James L. Dolan, on behalf of members of the Dolan
family group (the "Dolan Family Group") who own approximately 20.0% of the
common stock (representing approximately 70.4% of the voting power) of
Cablevision Systems Corporation (the "Company"), are pleased to submit a revised
offer to acquire, at a purchase price of $30.00 per share in cash, all of the
outstanding shares of common stock of the Company except for the shares held by
the Dolan Family Group. This proposal, an 11.1% increase over the previous
proposal of $27.00 per share on October 8th, 2006 and a significant premium to
our historical share price, represents the Dolan Family Group's best and final
price.

         We believe our increased offer, which follows discussions with the
Special Committee and reflects our desire to complete this transaction in a
timely manner, represents fair value and is in the best interests of the Company
and its public stockholders. We believe the public stockholders will find our
offer attractive because:

o        While not representing a change in control, the increased price
         provides a 25.4% premium to the October 6th, 2006 unaffected price,
         which is on top of the 31.9% increase in the Company's share price
         between the date of the payment of the Company's $10 per share special
         dividend in April 2006 and the announcement of our original offer in
         October 2006.

o        The price represents a 23.7% premium to the 52-week high at the time of
         our original October 8th, 2006 offer, and a 32.6% premium to the
         average closing price over the three-month period prior to that date.
         As indicated below, these premiums compare very favorably to recent
         going private transactions in the cable sector:




                                                Premium / (Discount) To:
                                                ------------------------
                                         52 Week High        Three Month Average
                                         Closing Price         Closing Price
                                         -------------       -------------------
Cablevision Systems Corporation              23.7%                32.6%
Cox Communications                           (5.4%)               17.6%
Insight Communications                      (12.5%)               24.3%


o        The increased offer represents a value per subscriber of approximately
         $4,750 (based upon a non-telecom asset valuation in-line with our 2005
         proposal of $12.50 per share), which is the highest subscriber
         valuation seen in the cable industry since 2000.

o        The all cash offer provides value certainty in an increasingly
         competitive environment. No other cable operator faces more immediate
         and intense competition from Verizon's FiOS than the Company.

         We continue to believe that the proposed transaction, in addition to
providing the public stockholders of the Company with a fair price for their
equity, will provide an environment permitting management to meet the challenges
of intensifying competition and the risk of new entrants in the years to come.
Succeeding in this fiercely competitive environment, as evidenced by Verizon's
and AT&T's commitment to compete across all of the Company's telecommunications
products, as well as the recent operational, regulatory and legislative advances
that have only strengthened these competitors, requires a long-term,
entrepreneurial management perspective that is not often appreciated by the
public markets' constant focus on short-term results. In our view, private
ownership would better allow us to execute on this long-term, entrepreneurial
management perspective, and we are willing to assume the risks of full ownership
and additional leverage to optimize the Company's ability to continue to grow.
This is our fundamental goal and, consistent with it, as we have previously
stated, we have no intention of selling the Company or our control position in
the Company, whether Cablevision continues as a public company or goes private.
Moreover, if it continues to be public, the driver of our strategy will be
fundamentally the same--apply Cablevision's resources to be the winner in the
long term, and not impair our strategy by short-term considerations.

         Our interest in pursuing this transaction reflects current conditions,
including the favorable financing markets which currently prevail, and you
should not assume that interest in it will continue to exist in the future.




         As in our proposal on October 8th, 2006, members of the Dolan Family
Group would plan to invest all of their Company shares in this transaction.
Those shares would have a value of approximately $1.8 billion, based on the
proposed offer price.

         In addition to the substantial equity investment from the Dolan Family
Group, funds would be provided by committed debt and preferred equity financing
from Merrill Lynch & Co. and Bear, Stearns & Co. Inc. Copies of the executed
commitment letters will be delivered to you under separate cover.

         We provided a draft merger agreement in December and would expect to be
able to negotiate the terms of the transaction with you on an expedited basis.
As reflected in our draft, the transaction would be conditioned upon a majority
vote by the public stockholders in favor of the transaction.

         Also, as mentioned above, we have no intention of selling the Company
or our control position in the Company and, as we have indicated, would be
willing to discuss contractual provisions in that regard.

         Of course, no binding obligation on the part of the Company or the
Dolan Family Group shall arise with respect to the proposal or any transaction
unless and until such time as definitive documentation satisfactory to us and
recommended by the special committee and approved by the Board of Directors is
executed and delivered.

         We will, of course, promptly file with the SEC an amendment to our
Schedule 13D, in compliance with our legal obligations, which will include a
copy of this letter. We believe it is appropriate, as well, for us to issue a
press release regarding this proposal, which we will do before the opening of
trading today. A copy is attached for your information.

         We believe that the on-going uncertainty created by this process is
potentially harmful to the Company and since you now have our final and best
offer and we understand that you do not need any further information to make a
decision, we respectfully request a response to our increased offer as soon as
possible.

         We hope you will agree that the increased price will be attractive to
the public stockholders and that they should have the opportunity to consider
it. Please note that our offer will expire at the close of business on January
17th, 2007.




         We look forward to hearing from you soon.

                                                     Sincerely,

                                                     /s/ Charles F. Dolan
                                                     Charles F. Dolan

                                                     /s/ James L. Dolan
                                                     James L. Dolan




cc:  Members of the Board of Directors

EX-99.2

                                                                January 16, 2007


Charles F. Dolan
James L. Dolan
c/o Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714-3581

Gentlemen:

         The Special Transaction Committee is in receipt of your letter, dated
January 12, 2007, containing the revised offer of the Dolan Family Group to
acquire all of the outstanding shares of common stock of Cablevision Systems
Corporation (the "Company"), except for the shares held by the Dolan Family
Group, for $30 per share in cash (the "Revised Offer").

         Please be advised that the Revised Offer is inadequate and is hereby
rejected by the Special Transaction Committee. The Revised Offer does not
represent fair value for the Company's public shareholders nor does it
contemplate a transaction that is in their best interest. As you are aware,
throughout this process, the Special Transaction Committee has been advised by
its financial advisors, Lehman Brothers and Morgan Stanley, as well as its legal
advisor, Willkie Farr & Gallagher LLP.

         The Special Transaction Committee and its advisors believe that the
Company continues to be the industry's best-in-class operator across a range of
oeprating and financial metrics, with a leading presence in some of the
country's most attractive markets. The Company is also well positioned to
address the competitive challenges that exist and to further capitalize on and
benefit from its position in the marketplace.

         While this process has continued longer than expected, it is important
to highlight that it was imperative for the Special Transaction Committee and
its advisors to have access to and analyze critical financial and related
information, including the Company's up to date long term plan, that was not
available until late November. On several occasions prior to the receipt of the
Revised Offer, indications were given to the Dolan Family Group and its advisors
of the inadequacy of the prior proposal. In addition, general guidance was
provided as to values that the Special Transaction Committee would be willing to
consider. Our discussions with you also included suggestions of various methods
to produce additional value for the public shareholders, including mezzanine
debt and




Charles F. Dolan
James L. Dolan
January 16, 2007
Page 2


preferred stock financings, private equity and strategic partnerships, certain
asset sales, and public shareholder economic participation in future sale
transactions.

         Since you have stated that the Revised Offer is your best and final
price which expires at the close of business on January 17, 2007, we welcome the
opportunity to continue to work with you, the other directors and management of
the Company with the objective of further enhancing the value of the Company and
maximizing value to the Company's public shareholders.

                                             Very truly yours,


                                             /s/ Thomas V. Reifenheiser
                                             -----------------------------
                                             Thomas V. Reifenheiser
                                             Special Transaction Committee



                                             /s/ John R. Ryan
                                             ------------------------------
                                             John R. Ryan,
                                             Special Transaction Committee