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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Outdoor Channel Holdings, Inc.

(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

690027206
(CUSIP Number)

Musk Ox Investments, L.P., c/o Outdoor Channel Holdings, Inc.,
43445 Business Park Drive, Suite 103, Temecula, CA 92590, (951) 699-6991 x 104

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

(Continued on following pages)
(Page 1 of 3 Pages)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		690027206	13D	Page		2		of		3 Pages

NAMES OF REPORTING PERSONS

Musk Ox Investments, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

SOLE VOTING POWER

NUMBER OF

2,704,279

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,704,279

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,704,279 (see Item 5 of this Schedule 13D)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.5% (based upon 25,647,705 shares outstanding as of November 1, 2009 as reported on the Issuer’s most recent Form 10-Q for the quarter ended September 30, 2009, filed with the Securities and Exchange Commission on November 5, 2009).

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Page 3 of 3 Pages

This Amendment No. 3 amends the Schedule 13D originally filed on March 29, 2004 on behalf of Musk Ox Investments, L.P. (such original filing, together with any prior amendments thereto, the “Original Schedule 13D”). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Original Schedule 13D. Except as expressly set forth herein, there have been no changes in the information set forth in the Original Schedule 13D.

The reported number of shares for Musk Ox Investments, L.P. (“MOI”) are reported as of February 22, 2010.

Item 5

Item 5 is hereby amended and restated in its entirety as follows:

(a) and (b). MOI may be deemed to beneficially own 2,704,279 shares of the Issuer Common Stock, which shares constitute 10.5% of the total class. MOI has the sole power to vote or direct the disposition of 2,704,279 shares. The percentage of shares which may be deemed to be beneficially owned by MOI is based upon 25,647,705 shares outstanding as of November 1, 2009.

MOI sold 28,000 shares of Common Stock in the open market on December 7, 2009 at a price of $5.8855 per share.

MOI sold 8,500 shares of Common Stock in the open market on December 8, 2009 at a price of $5.8057 per share.

MOI sold 15,893 shares of Common Stock in the open market on December 9, 2009 at a price of $5.8317 per share.

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 24, 2010

By: Musk Ox Investments, L.P.


By:	Perry T. Massie*
Name:	Perry T. Massie
Title:	General Partner


By:	Thomas H. Massie*
Name:	Thomas H. Massie
Title:	General Partner


*By:		/s/ Thomas E. Hornish
		Thomas E. Hornish, Attorney-in-Fact