**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**_______________________**




**FORM
      10-Q/A**


(Amendment
      No. 1)


**_______________________**




Quarterly
      Report Pursuant to Section 13 or 15(d) of the


Securities
      Exchange Act of 1934





***For
      the quarterly period ended March 31, 2006***




**Commission
      File Numbers:** **333-57285-01**


**333-57285**




**Mediacom
      LLC**


**Mediacom
      Capital Corporation***


***(Exact
      names of Registrants as specified in their charters)***





**New
                York**
            
            **06-1433421****New
                York**
            
            **06-1513997*****(State
                or other jurisdiction of incorporation or
                organization)***
            
            ***(I.R.S.
                Employer Identification Numbers)*****100
                Crystal Run Road**
              **Middletown,
                New York 10941**
              ***(Address
                of principal executive offices)*****(845)
                695-2600**
              ***(Registrants’
                telephone number)***





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.




R Yes £ 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 filers” in Rule 12b-2 of the Exchange Act. (Check
      one):




£ Large
      accelerated filers £ Accelerated filers RNon-accelerated filers




Indicate
      by
      check mark whether the Registrants are a shell company (as defined in Rule
      12b-2
      of the Exchange Act).




£ Yes R No





Indicate
      the
      number of shares outstanding of the Registrants’ common stock: Not
      Applicable





*Mediacom
      Capital Corporation meets the conditions set forth in General Instruction H
      (1)
      (a) and (b) of Form 10-Q and is therefore filing this form with the reduced
      disclosure format.





**EXPLANATORY
            NOTE**
 
 Mediacom
            LLC and Mediacom Capital Corporation hereby amend their Quarterly Report
            on Form
            10-Q for the quarterly period ended March 31, 2006, filed on May 15,
            2006, as
            set forth in this Quarterly Report on Form 10-Q/A (Amendment No. 1) (the
“Form
            10-Q/A”). This Form 10-Q/A amends Exhibit 32.1 and 32.2 (Section 1350
            Certifications) to correct a typographical error in the date reflecting
            the
            period ended for the Form 10-Q.
   2








**MEDIACOM
      LLC AND SUBSIDIARIES**





**FORM
      10-Q**


**FOR
      THE PERIOD ENDED MARCH 31, 2006**





**TABLE
      OF CONTENTS**





**PART
                  I**
              
              
              
              **Page****Item
                  1.**
              
              **Financial
                  Statements****Consolidated
                  Balance Sheets (unaudited)
                  **March
                  31, 2006 and December 31,
                  2005****
              
              **5****Consolidated
                  Statements of Operations
                  (unaudited) **Three
                  Months Ended March 31, 2006 and
                  2005****
              
              **6****Consolidated
                  Statements of Cash Flows
                  (unaudited) **Three
                  Months Ended March 31, 2006 and
                  2005****
              
              **7****Notes
                  to Consolidated Financial
                  Statements (unaudited)**
              
              **8****Item
                  2.**
              
              **Management's
                  Discussion and Analysis
                  of F**inancial
                  Condition and Results of
                  Operations****
              
              **15****Item
                  3.**
              
              **Quantitative
                  and Qualitative
                  Disclosures about Market Risk**
              
              **22****Item
                  4.**
              
              **Controls
                  and
                  Procedures**
              
              **22****PART
                  II****Item
                  1.**
              
              **Legal
                  Proceedings**
              
              **23****Item
                  1A.**
              
              **Risk
                  Factors**
              
              **23****Item
                  6.**
              
              **Exhibits**
              
              **23**









































3
 *Table
        of Contents*




**Cautionary
      Statement Regarding Forward-Looking Statements**





You
      should
      carefully review the information contained in this Quarterly Report and in
      other
      reports or documents that we file from time to time with the Securities and
      Exchange Commission (the “SEC”).





In
      this
      Quarterly Report, we state our beliefs of future events and of our future
      financial performance. In some cases, you can identify those so-called
“forward-looking statements” by words such as “may,” “will,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” or “continue” or the negative of those words and other comparable
      words. These forward-looking statements are subject to risks and uncertainties
      that could cause actual results to differ materially from historical results
      or
      those we anticipate. Factors that could cause actual results to differ from
      those contained in the forward-looking statements include, but are not limited
      to: competition in our video, high-speed Internet access and phone businesses;
      our ability to achieve anticipated customer and revenue growth and to
      successfully introduce new products and services; increasing programming costs;
      changes in laws and regulations; our ability to generate sufficient cash flow
      to
      meet our debt service obligations and access capital to maintain our financial
      flexibility and the other risks and uncertainties discussed in this Quarterly
      Report and in our Annual Report on Form 10-K for the year ended December 31,
      2005 and other reports or documents that we file from time to time with the
      SEC.  Statements included in this Quarterly Report are based upon
      information known to us as of the date that this Quarterly Report is filed
      with
      the SEC, and we assume no obligation to update or alter our forward-looking
      statements made in this Quarterly Report, whether as a result of new
      information, future events or otherwise, except as otherwise required by
      applicable federal securities laws.








4


**PART
                I****ITEM
                1. FINANCIAL
                STATEMENTS****MEDIACOM
                LLC AND SUBSIDIARIES****CONSOLIDATED
                BALANCE
                SHEETS****(All
                dollar amounts in thousands)****(Unaudited)****March
                31,**
            
            
            **December
                31,****2006**
            
            
            **2005****ASSETS**CURRENT
                ASSETSCash
                and cash equivalents
            
            $
            6,918
            
            $
            6,466Accounts
                receivable, net of allowance for doubtful accounts
                of $1,032 and $1,235, respectively
            
            
            25,100
            
            
            27,617Prepaid
                expenses and other assets
            
            
            6,873
            
            
            6,064Total
                current assets
            
            
            38,891
            
            
            40,147Preferred
                equity investment in affiliated company
            
            
            150,000
            
            
            150,000Investment
                in cable television systems:Property,
                plant and equipment, net of accumulated depreciation of $837,418
                and $815,387, respectively
            
            
            710,688
            
            
            711,804Franchise
                rights, net of accumulated amortization of $102,195
            
            
            552,610
            
            
            552,610Goodwill,
                net of accumulated amortization of $3,231
            
            
            16,800
            
            
            16,800Subscriber
                lists, net of accumulated amortization of $138,513 and $138,504,
                respectively
            
            
            40
            
            
            49Total
                investment in cable television systems
            
            
            1,280,138
            
            
            1,281,263Other
                assets, net of accumulated amortization of****$13,454
                and $12,759,
                respectively
            
            
            20,062
            
            
            20,600Total
                assets
            
            $
            1,489,091
            
            $
            1,492,010**LIABILITIES
                AND MEMBERS' DEFICIT**CURRENT
                LIABILITIESAccrued
                liabilities
            
            $
            110,759
            
            $
            117,411Deferred
                revenue
            
            
            19,747
            
            
            18,600Current
                portion of long-term debt
            
            
            6,419
            
            
            6,412Total
                current liabilities
            
            
            136,925
            
            
            142,423Long-term
                debt, less current portion
            
            
            1,465,762
            
            
            1,462,369Other
                non-current liabilities
            
            
            10,298
            
            
            10,819Total
                liabilities
            
            
            1,612,985
            
            
            1,615,611MEMBERS'
                DEFICITCapital
                contributions
            
            
            548,521
            
            
            548,521Accumulated
                deficit
            
            
            (672,415)
            
            
            (672,122)Total
                members' deficit
            
            
            (123,894)
            
            
            (123,601)Total
                liabilities and members' deficit
            
            $
            1,489,091
            
            $
            1,492,010The
                accompanying notes to the unaudited financialstatements
                are an integral part of these
                statements


5
 **MEDIACOM
                  LLC AND SUBSIDIARIES***Table
                of
                Contents***CONSOLIDATED
                  STATEMENTS OF
                  OPERATIONS****(All
                  amounts in thousands)****(Unaudited)****Three
                  Months Ended****March
                  31,****2006**
              
              
              **2005**Revenues
              
              $
              126,521
              
              $
              117,498Costs
                  and expenses:Service
                  costs (exclusive of depreciation and amortization of $25,543
                  and $24,220, respectively, shown separately below)
              
              
              53,419
              
              
              48,120Selling,
                  general and administrative expenses
              
              
              23,224
              
              
              22,675Management
                  fee expense
              
              
              2,297
              
              
              2,378Depreciation
                  and amortization
              
              
              25,543
              
              
              24,220Operating
                  income
              
              
              22,038
              
              
              20,105Interest
                  expense, net
              
              
              (26,380)
              
              
              (25,662)Gain
                  on derivatives, net
              
              
              573
              
              
              3,093Investment
                  income from affiliate
              
              
              4,500
              
              
              4,500Other
                  expense
              
              
              (1,024)
              
              
              (1,395)Net
                  (loss) income
              
              $
              (293)
              
              $
              641The
                  accompanying notes to the unaudited
                  financialstatements
                  are an integral part of these
                  statements6


**MEDIACOM
                  LLC AND SUBSIDIARIES***Table
                of
                Contents***CONSOLIDATED
                  STATEMENTS OF CASH
                  FLOWS****(All
                  amounts in thousands)****(Unaudited)****Three
                  Months Ended****March
                  31,****2006**
              
              
              **2005**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  (loss) income
              
              $
              (293)
              
              $
              641Adjustments
                  to reconcile net (loss) income to net cash provided byoperating
                  activities:Depreciation
                  and amortization
              
              
              25,543
              
              
              24,220Gain
                  on derivatives, net
              
              
              (573)
              
              
              (3,093)Amortization
                  of deferred financing costs
              
              
              695
              
              
              859Non-cash
                  share-based compensation
              
              
              144
              
              
              14Changes
                  in assets and liabilities, net of effects from
                  acquisitions:Accounts
                  receivable, net
              
              
              2,517
              
              
              2,228Prepaid
                  expenses and other assets
              
              
              (392)
              
              
              (7,190)Accrued
                  liabilities
              
              
              (6,796)
              
              
              (11,520)Deferred
                  revenue
              
              
              1,147
              
              
              509Other
                  non-current liabilities
              
              
              (521)
              
              
              (1,082)Net
                  cash flows provided by operating activities
              
              
              21,471
              
              
              5,586CASH
                  FLOWS FROM INVESTING ACTIVITIES:Capital
                  expenditures
              
              
              (24,419)
              
              
              (23,825)Loan
                  to affiliated company-note receivable
              
              
              -
              
              
              (88,000)Net
                  cash flows used in investing activities
              
              
              (24,419)
              
              
              (111,825)CASH
                  FLOWS FROM FINANCING ACTIVITIES:New
                  borrowings
              
              
              32,000
              
              
              238,000Repayment
                  of debt
              
              
              (28,600)
              
              
              (135,593)Financing
                  costs
              
              
              -
              
              
              (50)Net
                  cash flows provided by financing activities
              
              
              3,400
              
              
              102,357Net
                  increase in cash and cash equivalents
              
              
              452
              
              
              (3,882)CASH
                  AND CASH EQUIVALENTS, beginning of period
              
              
              6,466
              
              
              12,131CASH
                  AND CASH EQUIVALENTS, end of period
              
              $
              6,918
              
              $
              8,249SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATION:Cash
                  paid during the period for interest, net of amounts
                  capitalized
              
              $
              41,190
              
              $
              35,955The
                  accompanying notes to the unaudited financialstatements
                  are an integral part of these
                  statements


7
 **MEDIACOM
              LLC AND SUBSIDIARIES**
 
 **NOTES
              TO CONSOLIDATED FINANCIAL
              STATEMENTS**
 **(Unaudited)**


*Table of
      Contents*




**(1)** **Organization**





Mediacom
      LLC
      (“Mediacom,” and collectively with its subsidiaries, the “Company”), a New York
      limited liability company wholly-owned by Mediacom Communications Corporation
      (“MCC”), is involved in the acquisition and operation of cable systems serving
      smaller cities and towns in the United States.





Mediacom
      relies on its parent, MCC, for various services such as corporate and
      administrative support. The financial position, results of operations and cash
      flows of Mediacom could differ from those that would have resulted had Mediacom
      operated autonomously or as an entity independent of MCC.





Mediacom
      Capital Corporation (“Mediacom Capital”), a New York corporation wholly-owned by
      Mediacom, co-issued, jointly and severally with Mediacom, public debt
      securities. Mediacom Capital has no operations, revenues or cash flows, and
      has
      no assets, liabilities or stockholders’ equity on its consolidated balance
      sheets other than a one-hundred dollar receivable from an affiliate and the
      same
      dollar amount of common stock. Therefore, separate financial statements have
      not
      been presented for this entity.




***Reclassifications***





Certain
      reclassifications have been made to the prior year’s amounts to conform to the
      current year’s presentation.





**(2)** **Recently
      Issued Accounting Pronouncements**





In
      February
      2006, the FASB issued FASB Statement No. 155, “ *Accounting
      for Certain Hybrid Financial Instruments, Amendment of FASB Statement No. 133
      and 140* ”
(“SFAS
      No. 155”). SFAS No. 155 amends SFAS No. 133, “ *Accounting
      for Derivative Instruments and Hedging Activities* ”
(“SFAS
      No. 133”) and SFAS No. 140, “ *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* ”
(“SFAS
      No. 140”). SFAS No. 155 gives entities the option of applying fair value
      accounting to certain hybrid financial instruments in their entirety if they
      contain embedded derivatives that would otherwise require bifurcation under
      SFAS
      No. 133. SFAS No. 155 will be effective as of January 1, 2007 and the Company
      does not believe that the adoption will have a material impact on its
      consolidated financial condition or results of operations.





In
      March
      2006, the FASB issued SFAS No. 156, “ *Accounting
      for Servicing of Financial Assets - an Amendment of FASB Statement No
      140.”* SFAS No
      156 provides guidance on the accounting for servicing assets and liabilities
      when an entity undertakes an obligation to service a financial asset by entering
      into a servicing contract. This statement is effective for all transactions
      in
      fiscal years beginning after September 15, 2006. The Company does not expect
      the
      adoption of SFAS No. 156 will have a material impact on its Consolidated
      Financial Condition or results of operations.








8
 **MEDIACOM
            LLC AND SUBSIDIARIES**
 
 **NOTES
            TO CONSOLIDATED FINANCIAL
            STATEMENTS**
 **(Unaudited)**


*Table
      of
      Contents*




**(3)** **Property,
      Plant and Equipment**





Property,
      plant and equipment consisted of the following (dollars in
      thousands):




**March
                  31,**
              
              
              **December
                  31,****2006**
              
              
              **2005**Land
                  and land improvements
              
              $
              1,490
              
              $
              1,490Buildings
                  and leasehold improvements
              
              
              16,018
              
              
              15,877Cable
                  systems, equipment and subscriber devices
              
              
              1,482,077
              
              
              1,462,189Vehicles
              
              
              30,519
              
              
              30,040Furniture,
                  fixtures and office equipment
              
              
              18,002
              
              
              17,5951,548,106
              
              
              1,527,191Accumulated
                  depreciation
              
              
              (837,418)
              
              
              (815,387)Property,
                  plant and equipment, net
              
              $
              710,688
              
              $
              711,804





**(4)** **Accrued
      Liabilities**





Accrued
      liabilities consisted of the following (dollars in thousands):




**March
                  31,**
              
              
              **December
                  31,****2006**
              
              
              **2005**Accrued
                  interest
              
              $
              16,199
              
              $
              31,022Accrued
                  payroll and benefits
              
              
              10,132
              
              
              8,762Accrued
                  programming costs
              
              
              19,405
              
              
              20,320Accrued
                  property, plant and equipment
              
              
              9,772
              
              
              7,851Accrued
                  service costs
              
              
              5,909
              
              
              6,214Accrued
                  taxes and fees
              
              
              11,427
              
              
              14,572Accrued
                  telecommunications
              
              
              6,128
              
              
              4,432Subscriber
                  advance payments
              
              
              5,542
              
              
              5,189Other
                  accrued expenses
              
              
              26,245
              
              
              19,049$
              110,759
              
              $
              117,411





9
 **MEDIACOM
            LLC AND SUBSIDIARIES**
 
 **NOTES
            TO CONSOLIDATED FINANCIAL
            STATEMENTS**
 **(Unaudited)**


*Table
      of
      Contents*




**(5)** **Debt**





Debt
      consisted of the following (dollars in thousands):


**March
                  31,**
              
              
              **December
                  31,****2006**
              
              
              **2005**Bank
                  credit facilities
              
              $
              846,125
              
              $
              842,5007
                  7/8%senior
                  notes due 2011
              
              
              125,000
              
              
              125,0009
                  1/2% senior notes due 2013
              
              
              500,000
              
              
              500,000Capital
                  lease obligations
              
              
              1,056
              
              
              1,281$
              1,472,181
              
              $
              1,468,781Less:
                  Current portion
              
              
              6,419
              
              
              6,412Total
                  long-term debt
              
              $
              1,465,762
              
              $
              1,462,369


***Bank
      Credit Facilities***





The
      average
      interest rates on debt outstanding under the bank credit facilities were 6.7%
      and 4.7% as of March 31, 2006 and 2005, respectively, before giving effect
      to
      the interest rate exchange agreements discussed below. As of March 31, 2006,
      the
      Company had unused credit commitments of approximately $285.4 million under
      its
      bank credit facilities, all of which could be borrowed and used for general
      corporate purposes based on the terms and conditions of the Company’s debt
      arrangements. The Company was in compliance with all covenants under its debt
      arrangements as of and for all periods through March 31, 2006.





As
      of March
      31, 2006, approximately $11.6 million letters of credit were issued to various
      parties as collateral for our performance relating primarily to insurance and
      franchise requirements.





***Interest
      Rate Exchange Agreements***





The
      Company
      uses interest rate exchange agreements in order to fix the interest rate on
      its
      floating rate debt. As of March 31, 2006, the Company had interest rate exchange
      agreements with various banks pursuant to which the interest rate on $400.0
      million is fixed at a weighted average rate of approximately 3.2%. Under the
      terms of the interest rate exchange agreements, which expire from 2006 through
      2009, the Company is exposed to credit loss in the event of nonperformance
      by
      the other parties. As of March 31, 2006, based on the mark-to-market valuation,
      the Company recorded on its consolidated balance sheet an accumulated investment
      in derivatives of $8.1 million, which is a component of other assets. The
      Company recorded gains of $0.6 million and $3.1 million for the three months
      ended March 31, 2006 and 2005, respectively.





**(6)** **Share-Based
      Compensation**





Effective
      January 1, 2006, the Company adopted SFAS No. 123(R) using the modified
      prospective method. SFAS No. 123(R) revises SFAS No. 123, “ *Accounting
      for Stock-Based Compensation”* (SFAS
      No.
      123) and supersedes Accounting Principles Board (“APB”) Opinion No. 25,
“ *Accounting
      for Stock Issued to Employees* ”
(APB
      No. 25). SFAS No. 123(R) requires the cost of all share-based payments to
      employees, including grants of employee stock options, to be recognized in
      the
      financial statements based on their fair values at the grant date, or the date
      of later modification, over the requisite service period. In addition, SFAS
      123(R) requires unrecognized cost, based on the amounts previously disclosed
      in
      the Company’s pro forma footnote disclosure, related to options vesting after
      the date of initial adoption to be recognized in the financial statements over
      the remaining requisite service period.  All share-based payments are in
      the form of equity securities of MCC.




10
 **MEDIACOM
            LLC AND SUBSIDIARIES**
 
 **NOTES
            TO CONSOLIDATED FINANCIAL
            STATEMENTS**
 **(Unaudited)**
 *Table of
        Contents*


Under
      this
      method, prior periods are not restated and the amount of compensation cost
      recognized includes (i) compensation cost for all share-based payments granted
      prior to, but not yet vested as of January 1, 2006, based on the grant date
      fair
      value estimated in accordance with the provisions of SFAS No. 123, and (ii)
      compensation cost for all share-based payments granted subsequent to January
      1,
      2006, based on the grant date fair value estimated in accordance with the
      provisions of SFAS No. 123(R). The Company uses the Black-Scholes option pricing
      model which requires extensive use of accounting judgment and financial
      estimates, including estimates of the expected term employees will retain their
      vested stock options before exercising them, the estimated volatility of the
      Company’s stock price over the expected term, and the number of options that
      will be forfeited prior to the completion of their vesting requirements.
      Application of alternative assumptions could produce significantly different
      estimates of the fair value of share-based compensation and consequently, the
      related amounts recognized in the Consolidated Statements of Operations. The
      provisions of SFAS No. 123(R) apply to new stock awards and stock awards
      outstanding, but not yet vested, on the effective date. In March 2005, the
      SEC
      issued SAB No. 107 relating to SFAS No. 123(R). We have applied the provisions
      of SAB No. 107 in our adoption.




**Impact
      of the Adoption of SFAS No. 123(R)**




Upon
      adoption of SFAS
      123(R), the Company recognizes share-based compensation expenses associated
      with
      share awards on a straight-line basis over the requisite service period using
      the fair value method. The incremental share-based compensation expense
      recognized due to the adoption of SFAS 123(R) was $0.1 million for the three
      months ended March 31, 2006. Results for prior periods have not been
      restated.




Total
      share-based compensation for the three month period ended March 31, 2006 was
      as
      follows (amounts in thousands):





**Three
                  Months Ended****March
                  31,****2006**Share-based
                  compensation expense by type of award:Employee
                  stock options
              
              $
              57Employee
                  stock purchase plan
              
              
              36Restricted
                  stock units
              
              
              51Total
                  share-based compensation expense
              
              $
              144
 As
        required
        by SFAS No. 123(R), the Company made an estimate of expected forfeitures
        and is
        recognizing compensation costs only for those equity awards expected to vest.
        The cumulative effect of initially adopting SFAS No. 123(R) was not material.
        The total future compensation cost related to unvested share-based awards
        was
        $0.3 million as of March 31, 2006, which will be recognized over a weighted
        average period of 2.6 years.





**Pro
      forma Information for Periods Prior to the Adoption of SFAS No.
      123(R)**





Prior
      to
      January 1, 2006, the Company accounted for share-based compensation in
      accordance with APB No. 25, as permitted by SFAS No. 123, and accordingly did
      not recognize compensation expense for stock options with an exercise price
      equal to or greater than the market price of the underlying stock at the date
      of
      grant. Had the fair value method prescribed by SFAS No. 123 been applied, the
      effect on net loss would have been as follows for the three months ended March
      31, 2005 (dollars in thousands):




11
 **MEDIACOM
            LLC AND SUBSIDIARIES**
 
 **NOTES
            TO CONSOLIDATED FINANCIAL
            STATEMENTS**
 **(Unaudited)**
 *Table of
        Contents*


**Three
                  Months Ended****March
                  31,****2005**Net
                  income as reported
              
              $
              641Add:
              Total
                  non-cash share-based compensation expense included in net loss
                  as reported
              14Deduct:
              Total
                  share-based compensation expense determined under
                  fair value based method for all awards
              
              
              (253)Pro
                  forma net loss
              
              $
              402
 **Valuation
        Assumptions**




As
      required
      by SFAS 123(R), the Company estimated the fair value of stock options using
      the
      Black-Scholes valuation model and the straight-line attribution approach with
      the following weighted average assumptions:




**Employee
                  Stock Option Plans**
              
              **Employee
                  Stock Purchase Plans****Three
                  Months Ended**
              
              **Three
                  Months Ended****March
                  31,**
              
              **March
                  31,****2006**
              
              **2005**
              
              **2006**
              
              **2005**Dividend
                  yield
              
              0%
              
              0%
              
              0%
              
              0%Expected
                  volatility
              
              56.0%
              
              45.0%
              
              33.0%
              
              45.0%Risk
                  free interest rate
              
              4.7%
              
              3.9%
              
              4.8%
              
              3.7%Expected
                  option life (in years)
              4.3
              
              6.0
              
              0.5
              
              0.5Forfeiture
                  rate
              
              14.0%
              
              14.0%
              
              -
              
              -


MCC
      does not
      expect to declare dividends. Expected volatility is based on a combination
      of
      implied and historical volatility of the MCC’s Class A common stock. Prior to
      January 1, 2006, the Company used historical data and other factors to estimate
      the option life of the share-based payments granted. For the three months ended
      March 31, 2006, the Company elected the simplified method in accordance with
      Staff Accounting Bulletin 107’s (“SAB 107”) to estimate the option life of
      share-based awards. The risk free rate is based on the U.S. Treasury yield
      in
      effect at the date of grant.





***Stock
      Option Plan***





In
      April
      2003, MCC’s Board of Directors adopted the Company’s 2003 Incentive Plan, or the
“2003 Plan,” which amended and restated the Company’s 1999 Stock Option Plan and
      incorporated into the 2003 Plan options that were previously granted outside
      the
      1999 Stock Option Plan. The 2003 Plan was approved by MCC’s stockholders in June
      2003. The 2003 Plan provides for the grant of incentive stock options,
      nonqualified stock options, restricted shares, and other share-based awards,
      in
      addition to annual incentive awards.




12
 **MEDIACOM
            LLC AND SUBSIDIARIES**
 **NOTES
            TO CONSOLIDATED FINANCIAL
            STATEMENTS**
 **(Unaudited)**


*Table
      of
      Contents*




The
      following table summarized the activity of the Company’s option plans for the
      three months ended March 31, 2006:




**Weighted
                  Average****Remaining****Contractual****Weighted
                  Average**
              
              **Term****Shares**
              
              
              **Exercise
                  Price**
              
              **(in
                  years)**Outstanding
                  at January 1, 2006
              
              1,140,219
              
              $
              17.65Granted
              
              15,000
              
              
              5.75Exercised
              
              -
              
              
              -Forfeited
              
              (12,015)
              
              
              17.58Expired
              
              -
              
              
              -Outstanding
                  at March 31, 2006
              
              1,143,204
              
              $
              17.47
              
              4.3Exercisable
                  at March 31, 2006
              
              1,072,144
              
              $
              18.12
              
              4.1
  The
        weighted average
        fair value at the date of grant of a Class A common stock option granted
        under
        MCC’s option plan during the three months ended March 31, 2006 and 2005 was
        $5.75 and $5.42, respectively.





The
      following table summarizes information concerning stock options outstanding
      as
      of March 31, 2006:




**Options
                  Outstanding**
              
              **Options
                  Exercisable****Range
                  of Exercise Prices**
              
              **Number
                  of Shares Outstanding**
              
              **Weighted
                  Average Remaining Contractual Life**
              
              
              **Weighted
                  Average Exercise Price**
              
              
              **Aggregate
                  Intrinsic Value (in thousands)**
              
              **Number
                  of Shares Outstanding**
              
              **Weighted
                  Average Remaining Contractual Life**
              
              
              **Weighted
                  Average Exercise Price**
              
              
              **Aggregate
                  Intrinsic Value (in thousands)**$5.00
                  - $12.00
              
              117,275
              
              6.5
              
              $
              7.77
              
              $
              8
              
              49,465
              
              6.6
              
              $
              8.53
              
              $
              2$12.01
                  - $18.00
              
              263,790
              
              4.8
              
              
              17.35
              
              
              -
              
              261,790
              
              4.8
              
              
              17.36
              
              
              -$18.01
                  - $22.00
              
              762,139
              
              3.8
              
              
              19.01
              
              
              -
              
              760,889
              
              3.8
              
              
              19.01
              
              
              -1,143,204
              
              4.3
              
              $
              17.47
              
              $
              8
              
              1,072,144
              
              4.1
              
              $
              18.12
              
              $
              2
 The
        aggregate
        intrinsic value in the table above represents the total pre-tax intrinsic
        value,
        based on MCC’s average stock price of $5.80 per share during the three months
        ended March 31, 2006, which would have been received by the option holders
        had
        all option holders exercised their options as of that date.





***Restricted
      Stock Units***





The
      Company
      grants restricted stock units to certain employees and directors
      (“participants”) in MCC’s Class A common stock. Awards of restricted stock units
      are valued by reference to shares of common stock that entitle participants
      to
      receive, upon the settlement of the unit, one share of common stock for each
      unit. The awards are subject to annual vesting periods not exceeding 4 years
      from the date of grant. The Company made estimates of expected forfeitures
      and
      recognized compensation costs for equity awards expected to vest. The intrinsic
      value of outstanding restricted stock units, based on the MCC’s average stock
      price of $5.80 per share during the three months ended March 31, 2006, was
      $0.9
      million.




13
 **MEDIACOM
            LLC AND SUBSIDIARIES**
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**


*Table
      of
      Contents*




The
      following table summarizes the activity of the Company’s restricted stock unit
      awards for the three months ended March 31, 2006:




**Weighted****Number
                  of Non-Vested**
              
              
              **Average
                  Grant****Share
                  Unit Awards**
              
              
              **Date
                  Fair Value**Unvested
                  Awards at January 1, 2006
              
              100,500
              
              $
              5.49Granted
              
              60,100
              
              
              5.72Awards
                  Vested
              
              (6,275)
              
              
              5.69Forfeited
              
              (400)
              
              
              5.69Unvested
                  Awards at March 31, 2006
              
              153,925
              
              $
              5.57


***Employee
      Stock Purchase Plan***




The
      Company
      maintains an employee stock purchase plan (“ESPP”). Under the plan, all
      employees are allowed to participate in the purchase of MCC’s Class A Common
      Stock at 85% of the lower of the fair market value on the first or last day
      of
      each six mo nth offering period. Shares purchased by employees amounted to
      19,063 and 17,539 for the three months ended for March 31, 2006 and 2005,
      respectively. Compensation expense related to the adoption of SFAS No. 123(R)
      was $36,000 for the three months ended March 31, 2006. Compensation expense
      was
      not recorded on the issuance of these shares in accordance with APB No. 25
      for
      the three months ended March 31, 2005.





**(7)** **Investment
      in Affiliated Company**





The
      Company
      has a $150.0 million preferred equity investment in Mediacom Broadband LLC,
      a
      wholly owned subsidiary of MCC.  The preferred equity investment has a 12%
      annual cash dividend, payable quarterly in cash. During the three months ended
      March 31, 2006, the Company received in aggregate $4.5 million in cash dividends
      on the preferred equity.




**(8) Commitments
      and Contingencies**




***Legal
        Proceedings***




The
        Company
        is named as a defendant in a putative class action, captioned Gary Ogg
        and Janice Ogg v. Mediacom, LLC (Case
        No. CV101-2809CC), pending in the Circuit Court of Clay County, Missouri,
        by
        which the plaintiffs are seeking class-based damages for an alleged trespass.
        The lawsuit was originally filed on April 24, 2001. Pursuant to license
        agreements with the relevant state and county authorities and utility companies,
        the Company placed interconnect fiber optic cable within state and county
        highway rights-of-way and on existing utility easements in areas of Missouri
        not
        presently served by a cable franchise. The lawsuit alleges that the Company was
        required but failed to obtain permission from the adjoining landowners to
        place
        the cable. The lawsuit has not made a claim for specified damages. An order
        declaring that this action is appropriate for class relief was entered on
        April
        14, 2006, and the Company is currently pursuing its appellate remedies with
        respect to that order. The Company intends to vigorously defend against any
        claims made by the plaintiffs. The Company has tendered the lawsuit to its
        insurance carrier for defense and indemnification. The carrier has agreed
        to
        defend the Company under a reservation of rights, and a declaratory judgment
        action is pending regarding the carrier's defense and coverage responsibilities.
        The Company is unable to reasonably evaluate the likelihood of an unfavorable
        outcome or quantify the possible damages, if any, associated with these matters,
        or judge whether or not those damages would be material to its consolidated
        financial position, results of operations, cash flows or
        business.





The
      Company,
      MCC and its subsidiaries or other affiliated companies are also involved in
      various other legal actions arising in the ordinary course of business. In
      the
      opinion of management, the ultimate disposition of these matters will not have
      a
      material adverse effect on the Company’s consolidated financial position,
      results of operations, cash flows or business.





**(9)** **Subsequent
      Event**





On
      May 5,
      2006, the operating subsidiaries of Mediacom LLC refinanced a $543.1 million
      term loan with a new term loan in the amount of $650.0 million. Borrowings
      under
      the new term loan bear interest at a rate that is 0.5% less than the interest
      rate of the term loan that it replaced. The new term loan matures in January
      2015, whereas the term loan it replaced had a maturity of February
      2013.


14


*Table of
      Contents*




**ITEM
      2.** **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





The
      following
      discussion should be read in conjunction with the Company’s unaudited
      consolidated financial statements as of, and for the three months ended, March
      31, 2006 and 2005, and with the Company’s annual report on Form 10-K for the
      year ended December 31, 2005.





**Overview**





We
      are a
      wholly-owned subsidiary of Mediacom Communications Corporation (“MCC”). Through
      our interactive broadband network, we provide our customers with a wide array
      of
      broadband products and services, including video services, such as
      video-on-demand (“VOD”), high-definition television (“HDTV”), digital video
      recorders (“DVRs”), and high-speed data access (“HSD”) and phone service. Where
      our phone service is available, we offer triple play bundles of video, HSD
      and
      voice. Bundled products and services offer our subscribers a single provider
      contact for provisioning, billing and customer care.





As
      of March
      31, 2006, our cable systems passed an estimated 1.35 million homes and served
      650,200 basic video subscribers. We provide digital video services to 207,400
      digital customers, representing a penetration of 31.9% of our basic subscribers.
      We also currently provide HSD to 224,000 data customers, representing a
      penetration of 16.6% of our estimated homes passed. We introduced phone service
      during the second quarter of 2005 and marketed and provided service to 300,000
      and 10,000 customers, respectively, as of March 31, 2006.





Adjusted
      operating income before depreciation and amortization (“Adjusted OIBDA”) noted
      below represents operating income before depreciation and
      amortization, non-cash stock compensation charges and cash investment
      income from an affiliate. Adjusted OIBDA is not a financial measure
      calculated in accordance with generally accepted accounting principles (“GAAP”)
      in the United States of America. However, Adjusted OIBDA is one of the primary
      measures used by management to evaluate our performance and to forecast future
      results. We believe Adjusted OIBDA is useful for investors because it enables
      them to assess our performance in a manner similar to the method used by
      management, and provides a measure that can be used to analyze, value and
      compare our performance with other companies in our business, although our
      measure may not be directly comparable to similar measures used by other
      companies. In addition, our debt agreements use Adjusted OIBDA in their covenant
      calculations.





Limitations
      of this measure, however, are that it excludes depreciation and amortization,
      which represents the periodic costs of certain capitalized tangible and
      intangible assets used in generating revenues in our business, and non-cash
      stock compensation charges and cash investment income from an affiliate.
      Therefore, Adjusted OIBDA should not be regarded as a substitute for operating
      income, net income (loss), or net cash flows provided from operating activities,
      or other measures of performance or liquidity we have reported in accordance
      with GAAP. We believe that operating income is the most directly comparable
      GAAP
      financial measure to Adjusted OIBDA. Refer to Notes 6 and 7 of our financial
      statements for more information on non-cash stock compensation costs and cash
      investment income from affiliate.




15


*Table
      of
      Contents*




**Actual
      Results of Operations**





***Three
      Months Ended March 31, 2006 Compared to Three Months Ended March 31,
      2005***





The
      following table sets forth our unaudited consolidated statements of operations
      for the three months ended March 31, 2006 and 2005 (dollars in thousands and
      percentage changes that are not meaningful are marked NM):




**Three
                  Months Ended****March
                  31,****2006**
              
              
              **2005**
              
              
              **$
                  Change**
              
              **%
                  Change**Revenues
              
              
              $
              126,521
              
              $
              117,498
              
              $
              9,023
              
              7.7%Costs
                  and expenses:Service
                  costs
              
              
              53,419
              
              
              48,120
              
              
              5,299
              
              11.0%Selling,
                  general and administrative expenses
              
              23,224
              
              
              22,675
              
              
              549
              
              2.4%Management
                  fee expense
              
              2,297
              
              
              2,378
              
              
              (81)
              
              (3.4%)Depreciation
                  and amortization
              
              25,543
              
              
              24,220
              
              
              1,323
              
              5.5%Operating
                  income
              
              
              22,038
              
              
              20,105
              
              
              1,933
              
              9.6%Interest
                  expense, net
              
              
              (26,380)
              
              
              (25,662)
              
              
              (718)
              
              2.8%Gain
                  on derivatives, net
              
              
              573
              
              
              3,093
              
              
              (2,520)
              
              NMInvestment
                  income from affiliate
              
              4,500
              
              
              4,500
              
              
              -
              
              -Other
                  expense
              
              
              
              (1,024)
              
              
              (1,395)
              
              
              371
              
              (26.6%)Net
                  (loss) income
              
              $
              (293)
              
              $
              641
              
              $
              (934)
              
              NM
 The
        following represents a reconciliation of Adjusted OIBDA to operating income,
        which is the most directly comparable GAAP measure (dollars in
        thousands):




**Three
                  Months Ended****March
                  31,****2006**
              
              
              **2005**
              
              
              **$
                  Change**
              
              **%
                  Change**Adjusted
                  OIBDA
              
              $
              52,225
              
              $
              48,839
              
              $
              3,386
              
              6.9%Non-cash
                  stock compensation charges
              
              
              (144)
              
              
              (14)
              
              
              (130)
              
              NMInvestment
                  income from affiliate
              
              
              (4,500)
              
              
              (4,500)
              
              
              -
              
              NMDepreciation
                  and amortization
              
              
              (25,543)
              
              
              (24,220)
              
              
              (1,323)
              
              5.5%Operating
                  income
              
              $
              22,038
              
              $
              20,105
              
              $
              1,933
              
              9.6%





16


*Table
      of
      Contents*





***Revenues***




The
      following table sets forth revenue information for the three months ended March
      31, 2006 and 2005 (dollars in thousands, except per subscriber
      data):




**Three
                  Months Ended****March
                  31,****2006**
              
              
              **2005**
              
              
              **$
                  Change**
              
              **%
                  Change**Video
              
              $
              97,190
              
              $
              94,773
              
              $
              2,417
              
              2.6%Data
              
              
              24,445
              
              
              19,834
              
              
              4,611
              
              23.2%Phone
              
              
              746
              
              
              -
              
              
              746
              
              NMAdvertising
              
              
              4,140
              
              
              2,892
              
              
              1,248
              
              43.2%$
              126,521
              
              $
              117,499
              
              $
              9,022
              
              7.7%**Three
                  Months Ended****March
                  31,**
              
              
              **Increase****2006**
              
              
              **2005**
              
              
              **(Decrease)**
              
              **%
                  Change**Basic
                  subscribers
              
              
              650,200
              
              
              673,500
              
              
              (23,300)
              
              (3.5%)Data
                  customers
              
              
              224,000
              
              
              181,000
              
              
              43,000
              
              23.8%Phone
                  customers
              
              
              10,000
              
              
              -
              
              
              10,000
              
              NMAverage
                  monthly video revenue per basic subscriber(1)
              
              $
              49.83
              
              $
              46.85
              
              $
              2.98
              
              6.4%Average
                  monthly data revenue per data subscriber(2)
              
              $
              37.38
              
              $
              38.55
              
              $
              (1.17)
              
              (3.0%)





(1) Average
      monthly video revenue per basic subscriber is calculated based on monthly video
      revenue divided by the average number of basic subscribers for the
      quarter.


(2) Average
      monthly data revenue per data subscriber is calculated based on monthly data
      revenue divided by the average number of data subscribers for the
      quarter.




Video
      revenues
      represent monthly subscription fees charged to customers for our core cable
      television products and services (including basic, expanded basic and digital
      cable programming services, wire maintenance, equipment rental and services
      to
      commercial establishments), pay-per-view charges, installation, reconnection
      and
      late payment fees, and other ancillary revenues. Data revenues primarily
      represent monthly subscription fees charged to customers, including commercial
      establishments, for our data products and services and equipment rental fees.
      Franchise fees charged to customers for payment to local franchising authorities
      are included in their corresponding revenue category.





Revenues
      rose
      7.7%, largely attributable to growth in our data customers and higher video
      revenues. We continue to expand the availability, and enhance the quality,
      of
      our advanced video services, such as VOD, HDTV and DVRs. Over the past two
      years, we have more than tripled the download speed of our HSD product. As
      of
      March 31, 2006, and within nine months of the launch of our phone service,
      we were marketing this new product to about 22% of the homes in our
      markets. We believe that bundled products and services offer our customers
      the
      convenience of having a single provider contact for ordering, scheduling,
      provisioning, billing and customer care. As a result, we grew our revenue
      generating units (“RGUs”) by 6.0% to 1.09 million from 1.03 million. RGUs
      represent the sum of basic subscribers and digital , HSD and phone
      customers.





Video
      revenues increased 2.6%, as a result of higher service fees from advanced video
      products and to a lesser extent the impact of basic rate increases applied
      on
      our video subscribers, offset in part by a 3.5% year-to-year subscriber
      loss. Average monthly video revenue per basic video subscriber increased 6.4%.
      During the three months ended March 31, 2006, subscribers remained constant
      compared to a loss of 1,500 subscribers during the same period last year. Our
      year-over-year loss of basic subscribers as of March 31, 2006, reflected a
      loss
      of 9,000 during the third quarter of 2005 as a result of Hurricane
      Katrina.  Digital customers increased 31,900 to 207,400 when compared to
      the same period last year.




17


*Table
      of
      Contents*




Data
      revenues
      rose 23.2%, primarily due to a 23.8% year-over-year increase in data customers
      and, to a much lesser extent, an increased contribution from our commercial
      enterprise business. Average monthly data revenue per data customer decreased
      3.0%, as a result of promotional offers during 2005.





In
      June 2005,
      we launched Mediacom Phone, and as of March 31, 2006, our phone service was
      marketed to approximately 0.3 million of our estimated 1.35 million homes and
      served 10,000 customers. We expect to market Mediacom Phone to approximately
      1.1
      million homes by year-end 2006.





Advertising
      revenue increased 43.2%, as a result of stronger local and
      regional advertising.





***Costs
      and Expenses***





Service
      costs
      include: fees paid to programming suppliers; employee expenses related to wages
      and salaries of technical personnel who maintain our cable network and perform
      customer installation activities; data costs, including costs of bandwidth
      connectivity, customer provisioning and technical support; and field operating
      costs, including outside contractors, vehicle, utilities and pole rental
      expenses. Programming costs, which are payments to programmers for content
      and
      are generally paid on a per subscriber basis, have historically increased due
      to
      both increases in the rates charged for existing programming services and the
      introduction of new programming services to our customers.





Service
      costs
      rose 11.0%, primarily due to increases in programming costs, and to a lesser
      extent employee expenses, HSD and phone service costs. Programming expense,
      the
      largest component of service cost, increased 10.0%, principally as a result
      of higher unit costs charged by our programming vendors, and, to a lesser
      extent, a benefit we recognized in the first quarter of 2005 relating to a
      certain contract renewal, offset in part by a lower base of basic subscribers.
      Personnel costs grew by 9.0%, due to increased headcount of our technical
      workforce for customer installation activity and higher employee related
      insurance expenses, offset in part by a benefit we recognized in the first
      quarter of 2005 from lower than expected labor costs related to Hurricane Ivan
      repairs.  Recurring expenses related to our HSD and phone service grew
      incrementally with the increase of customers.





Selling,
      general and administrative expenses include: wages and salaries for our call
      center, customer service and support and administrative personnel; franchise
      fees and taxes; and office costs related to billing, telecommunications,
      marketing, bad debt, advertising and office administration.





Selling,
      general and administrative expenses rose 2.4%, principally due to higher
      employee expenses, offset in part by a significant decrease in marketing costs.
      Employee expenses grew 16.5%, as a result of increased headcount of our
      administrative, direct sales and customer service personnel. The increase in
      selling, general and administrative expenses was significantly offset by a
      29.0%
      decrease in direct marketing costs as a result of a reduction of contracted
      third party direct sales representatives and lower direct advertising expenses.
      Selling, general and administrative expenses as a percentage of revenues were
      18.4% and 19.3% for the three months ended March 31, 2006 and 2005,
      respectively.





We
      expect
      continued revenue growth in advanced services, which include digital video,
      HDTV, DVRs and HSD and, in the second quarter of 2005, the launch of cable
      telephony service. As a result, we expect our service costs and selling, general
      and administrative expenses to increase.





Management
      fee expense reflects charges incurred under our management agreements with
      our
      parent, MCC. Management fee expense was $2.3 million for the three months ended
      March 31, 2006 as compared to $2.4 million for the three months ended March
      31,
      2005. Management fee expense as a percentage of revenues was 1.8% for the three
      months ended March 31, 2006, as compared with 2.0% for the three months ended
      March 31, 2005.




18


*Table
      of
      Contents*




*Adjusted
      OIBDA* 
 Adjusted
        OIBDA rose 6.9%, principally due to revenue growth, partially offset by higher
        costs and expenses.




***Depreciation
        and Amortization***





Depreciation
      and amortization increased 5.5%, principally due to increased depreciation
      on
      our investments in our cable network for new products and services.


***Operating
        Income***
 
 Operating
        income grew 9.6%, largely due to growth in Adjusted OIBDA and, to a lesser
        extent, higher depreciation and amortization expense.




** ***Interest
      Expense, Net***





Interest
      expense, net, increased 2.8% for the three months ended March 31, 2006, as
      compared to the respective period in 2005, principally due to an increase in
      market interest rates on variable rate debt and to a lesser extent, higher
      average indebtedness.




***Gain
      on
      Derivatives, Net***





We
      enter into
      interest rate exchange agreements, or “interest rate swaps,” with counterparties
      to fix the interest rate on a portion of our variable rate debt to reduce the
      potential volatility in our interest expense that would otherwise result from
      changes in variable market interest rates. As of March 31, 2006 we had interest
      rate swaps with an aggregate principal amount of $400.0 million. The changes
      in
      their mark-to-market values are derived from changes in market interest rates,
      the decrease in their time to maturity and the creditworthiness of the
      counterparties. As a result of the mark-to-market valuation of these interest
      rate swaps, we recorded a gain on derivatives amounting to $0.6 million and
      $3.1
      million for the three months ended March 31, 2006 and 2005, respectively.





***Investment
      Income from Affiliate***





Investment
      income from affiliate was $4.5 million for the three months ended March 31,
      2006 and 2005. This amount represents the investment income on our $150.0
      million preferred equity investment in Mediacom Broadband LLC, a wholly owned
      subsidiary of MCC.




***Other
      Expense***





Other
      expense
      was $1.0 million and $1.4 million for the three months ended March 31, 2006
      and
      2005, respectively. Other expense primarily represents amortization of deferred
      financing costs and fees on unused credit commitments.





***Net
      (Loss)
      Income***





As
      a result
      of the factors described above, we generated a net loss of $0.3 million for
      the
      three months ended March 31, 2006, as compared to net income of $0.6 million
      for
      the three months ended March 31, 2005.




19


*Table
      of
      Contents*




**Liquidity
      and Capital Resources**





***Overview***





We
      have
      invested, and will continue to invest, in our network to enhance its reliability
      and capacity, and in the further deployment of advanced broadband services.
      Our
      capital spending has recently shifted away from network upgrade investments
      to
      the deployment of VOD, HDTV, DVRs, HSD and phone services. We also may continue
      to make strategic acquisitions of cable systems. We have a high level of
      indebtedness and incur significant amounts of interest expense each year. We
      believe that we will meet our debt service, capital spending and other
      requirements through a combination of our net cash flows from operating
      activities, borrowing availability under our bank credit facilities and our
      ability to secure future external financing.





As
      of March
      31, 2006, our total debt was $1.47 billion. Of this amount, $6.4 million matures
      within the twelve months ending March 31, 2007. During the three months ended
      March 31, 2006, we paid cash interest of $41.2 million.




On
        May 5,
        2006, we refinanced a $543.1 million term loan with a new term loan in the
        amount of $650.0 million. Borrowings under the new term loan bear interest
        at a
        rate that is 0.5% less than the interest rate of the term loan that it replaced.
        The new term loan matures in January 2015, whereas the term loan it replaced
        had
        a maturity of February 2013.


As
      of March
      31, 2006, giving effect to this transaction, we had unused credit
      commitments of about $385.4 million, all of which could be borrowed and used
      for
      general corporate purposes based on the terms and conditions of our debt
      arrangements.





For
      all
      periods through March 31, 2006, we were in compliance with all of the covenants
      under our debt arrangements. Continued access to our credit facilities is
      subject to our remaining in compliance with the covenants of these credit
      facilities, including covenants tied to our operating performance. We believe
      that we will not have any difficulty in the foreseeable future complying with
      these covenants and that we will meet our current and long-term debt service,
      capital spending and other cash requirements through a combination of our net
      cash flows from operating activities, borrowing availability under our bank
      credit facilities and our ability to secure future external financing. However,
      there can be no assurance that we will be able to obtain sufficient future
      financing, or, if we were able to do so, that the terms would be favorable
      to
      us. We expect that we will continue to be able to generate funds and obtain
      financing sufficient to service our long-term business plan, service our debt
      obligations and complete any future acquisitions if the opportunities
      arise.





***Operating
      Activities***





Net
      cash
      flows provided by operating activities were $21.5 million and $5.6 million
      for
      the three months ended March 31, 2006 and 2005, respectively. This increase
      was
      principally due to the timing of cash receipts and expenses in our operating
      assets and liabilities and, to a lesser extent, an increase in operating
      income.





***Investing
      Activities***





Net
      cash
      flows used in investing activities were $24.4 million and $111.8 million
      for the three months ended March 31, 2006 and 2005, respectively.  All of
      the cash flows used in investing activities have been for capital expenditures
      for the three months ended March 31, 2006.  For the three months ended
      March 31, 2006, we loaned $88.0 million to Mediacom Broadband in the form of
      a
      demand note which was repaid in April 2005.




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***Financing
      Activities***





Net
      cash
      flows provided by financing activities were $3.4 million for the three months
      ended March 31, 2006, as compared to $102.4 million of net cash flows used
      in
      financing activities for the same period last year. In 2006, our principal
      financing activities included net borrowings under our bank credit
      facilities.




**Contractual
      Obligations and Commercial Commitments**





There
      have
      been no material changes to the Company’s contractual obligations and commercial
      commitments as previously disclosed in the Company’s Annual Report on Form 10-K
      for the year ended December 31, 2005.




**Critical
      Accounting Policies**





The
      preparation of our financial statements requires us to make estimates and
      assumptions that affect the reported amounts of assets, liabilities, revenues
      and expenses, and related disclosure of contingent assets and liabilities.
      Periodically, we evaluate our estimates, including those related to doubtful
      accounts, long-lived assets, capitalized costs and accruals. We base our
      estimates on historical experience and on various other assumptions that we
      believe are reasonable. Actual results may differ from these estimates under
      different assumptions or conditions.





***Share-based
      Compensation***





We
      estimate
      the fair value of stock options granted using the Black-Scholes option-pricing
      model. This fair value is then amortized on a straight-line basis over the
      requisite service periods of the awards, which is generally the vesting period.
      This option-pricing model requires the input of highly subjective assumptions,
      including the option’s expected life and the price volatility of the underlying
      stock. The estimation of stock awards that will ultimately vest requires
      judgment, and to the extent actual results or updated estimates differ from
      our
      current estimates, such amounts will be recorded as a cumulative adjustment
      in
      the periods the estimates are revised. Actual results, and future changes in
      estimates, may differ substantially from our current estimates.





For
      a
      discussion of the critical accounting judgments and estimates we identified
      that
      we believe require significant judgment in the preparation of our consolidated
      financial statements, please refer to our Form 10-K for the year ended December
      31, 2005.





**Inflation
      and Changing Prices**





Our
      systems’
costs and expenses are subject to inflation and price fluctuations. Such changes
      in costs and expenses can generally be passed through to subscribers.
      Programming costs have historically increased at rates in excess of inflation
      and are expected to continue to do so. We believe that under the Federal
      Communications Commission’s existing cable rate regulations, we may increase
      rates for cable television services to more than cover any increases in
      programming. However, competitive conditions and other factors in the
      marketplace may limit our ability to increase its rates.


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*Table of
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**ITEM
      3.** **QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK**





There
      have
      been no significant changes to the information required under this Item from
      what was disclosed in our 2005 Form 10-K.





**ITEM
      4.****CONTROLS
      AND
      PROCEDURES**




**Mediacom
      LLC**





The
      management of Mediacom LLC (“Mediacom”) carried out an evaluation, with the
      participation of Mediacom’s Chief Executive Officer and Chief Financial Officer,
      of the effectiveness of Mediacom’s disclosure controls and procedures as of
      March 31, 2006. Based upon that evaluation, Mediacom’s Chief Executive Officer
      and Chief Financial Officer concluded that Mediacom’s disclosure controls and
      procedures were effective to ensure that information required to be disclosed
      by
      Mediacom in the reports that it files or submits under the Securities Exchange
      Act of 1934 is recorded, processed, summarized and reported within the time
      periods specified in the rules and forms of the Securities and Exchange
      Commission.





There
      has not
      been any change in Mediacom’s internal control over financial reporting in
      connection with the evaluation required by Rule 15d-15(d) under the Exchange
      Act
      that occurred during the quarter ended March 31, 2006 that has materially
      affected, or is reasonably likely to materially affect, Mediacom’s internal
      control over financial reporting.





**Mediacom
      Capital Corporation**




The
      management of Mediacom Capital Corporation (“Mediacom Capital”) carried out an
      evaluation, with the participation of Mediacom Capital’s Chief Executive Officer
      and Chief Financial Officer, of the effectiveness of Mediacom Capital’s
      disclosure controls and procedures as of March 31, 2006. Based upon that
      evaluation, Mediacom Capital’s Chief Executive Officer and Chief Financial
      Officer concluded that Mediacom Capital’s disclosure controls and procedures
      were effective to ensure that information required to be disclosed by Mediacom
      Capital in the reports that it files or submits under the Securities Exchange
      Act of 1934 is recorded, processed, summarized and reported within the time
      periods specified in the rules and forms of the Securities and Exchange
      Commission.





There
      has not
      been any change in Mediacom Capital’s internal control over financial reporting
      in connection with the evaluation required by Rule 15d-15(d) under the Exchange
      Act that occurred during the quarter ended March 31, 2006 that has materially
      affected, or is reasonably likely to materially affect, Mediacom Capital’s
      internal control over financial reporting.




22


*Table of
      Contents*


**PART
      II**




**ITEM
      1.** **LEGAL
      PROCEEDINGS**





See
      Note 8 to
      our consolidated financial statements.





**ITEM
      1A.** **RISK
      FACTORS**





For
      a more
      detailed explanation of the factors affecting our business, please refer to
      the
      risk factors section in Item 1A of our 2005 Form 10-K.





**ITEM
      6.** **EXHIBITS**





**Exhibit****Number**
              
              **Exhibit
                  Description**10.1
              
              Incremental
                  Facility Agreement, dated as of May 5, 2006, between the operating
                  subsidiaries of Mediacom LLC, the lenders signatory thereto and
                  JPMorgan
                  Chase Bank, N.A., as administrative agent(1)10.2
              
              Amendment
                  No. 1, dated as of May 5, 2006, to the Credit Agreement, dated
                  as of
                  October 21, 2004, among the operating subsidiaries of Mediacom
                  LLC, the
                  lenders thereto and JPMorgan Chase Bank, as administrative agent
                  for the
                  lenders.(1)31.1
              
              Rule
                  15d-14(a) Certifications of Mediacom LLC31.2
              
              Rule
                  15d-14(a) Certifications of Mediacom Capital
                  Corporation32.1
              
              Section
                  1350 Certifications of Mediacom LLC32.2
              
              Section
                  1350 Certifications of Mediacom Capital
                  Corporation


(1)  Filed
        as
        an exhibit to the Quarterly Report on Form 10-Q for the quarterly period
        ended
        March 31, 2006 of Mediacom Communications Corporation and incorporated herein
        by
        reference.











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*Table of
      Contents*




**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, thereunto
      duly
      authorized.








****


**MEDIACOM
              LLC**June
                28, 2006
            By:
            /s/
              MARK E. STEPHAN**Mark
              E. Stephan**Executive
              Vice
              President, Chief Financial Officer and
              Treasurer




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*Table of
      Contents*




**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, thereunto
      duly
      authorized.




****





**MEDIACOM
              CAPITAL CORPORATION**June
              28, 2006
            By:
            /s/ MARK
              E. STEPHAN**Mark
              E. Stephan**Treasurer
              and
              Secretary






25