**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **_______________________**
  **FORM
        10-Q**
 **_______________________**
  Quarterly
        Report Pursuant to Section 13 or 15(d) of the
 Securities
        Exchange Act of 1934
 
 ***For
        the quarterly period ended June 30, 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   R Non-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.
  *Table
            of Contents*
  
 **MEDIACOM
        LLC AND SUBSIDIARIES**
 
 **FORM
        10-Q**
 **FOR
        THE PERIOD ENDED JUNE 30, 2006**
 
 **TABLE
        OF CONTENTS**
 
 **PART
                      I**
                  
                  
                  
                  **Page****Item
                      1.**
                  
                  **Financial
                      Statements****Consolidated
                        Balance Sheets (unaudited)****June 30, 2006 and December 31,
                        2005**
                  
                  **4****Consolidated
                        Statements of Operations (unaudited)Three
                        and Six Months Ended June 30, 2006 and
                        2005**
                  
                  **5****Consolidated
                        Statements of Cash Flows (unaudited) Six
                        Months Ended June 30, 2006 and 2005**
                  
                  **6****Notes
                      to Consolidated Financial Statements
                      (unaudited)**
                  
                  **7****Item
                      2.**
                  
                  **Management's
                      Discussion and Analysis of **Financial
                      Condition and Results of
                      Operations****
                  
                  **14****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**
 
 
 2
 *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.
  
   3
 *Table
            of Contents*
   **PART
                    I****ITEM
                    1. FINANCIAL
                    STATEMENTS****MEDIACOM
                    LLC AND SUBSIDIARIES****CONSOLIDATED
                    BALANCE SHEETS**(All
                    dollar amounts in thousands)(Unaudited)**June
                    30,**
                
                **December
                    31,****2006**
                
                **2005****ASSETS**CURRENT
                    ASSETSCash and cash equivalents
                
                $
                    23,411
                
                $
                    6,466Accounts receivable, net of allowance for doubtful accounts of
                    $957 and
                    $1,235, respectively
                
                28,362
                
                27,617Prepaid expenses and other assets
                
                10,578
                
                6,064Total current assets
                
                62,351
                
                40,147Preferred
                    equity investment in affiliated company
                
                150,000
                
                150,000Investment
                    in cable television systems:Property, plant and equipment, net of accumulated depreciation
                    of $861,320
                    and $815,387, respectively
                
                712,429
                
                711,804Franchise rights, net of accumulated amortization of
                    $102,195
                
                552,513
                
                552,610Goodwill, net of accumulated amortization of $3,231
                
                16,800
                
                16,800Subscriber lists, net of accumulated amortization of $138,520
                    and
                    $138,504, respectively
                
                33
                
                49Total investment in cable television systems
                
                1,281,775
                
                1,281,263Other
                    assets, net of accumulated amortization of $11,844 and $12,759,
                    respectively
                
                17,790
                
                20,600Total assets
                
                $
                    1,511,916
                
                $
                    1,492,010**LIABILITIES
                    AND MEMBERS' DEFICIT**CURRENT
                    LIABILITIESAccrued liabilities
                
                $
                    140,676
                
                $
                    117,411Deferred revenue
                
                20,275
                
                18,600Current portion of long-term debt
                
                
                4,054
                
                
                6,412Total current liabilities
                
                
                165,005
                
                
                142,423Long-term
                    debt, less current portion
                
                
                1,471,772
                
                
                1,462,369Other
                    non-current liabilities
                
                
                9,733
                
                
                10,819Total liabilities
                
                
                1,646,510
                
                
                1,615,611Commitments
                    and contingencies (Note 9)MEMBERS'
                    DEFICITCapital contributions
                
                
                540,496
                
                
                548,521Accumulated deficit
                
                
                (675,090
                )
                
                (672,122
                )Total members' deficit
                
                
                (134,594
                )
                
                (123,601
                )Total liabilities and members' deficit
                
                $
                1,511,916
                
                $
                1,492,010The
                    accompanying notes to the unaudited financialstatements
                    are an integral part of these
                    statements
  4
 
 
 *Table
            of
            Contents*
 **MEDIACOM
                    LLC AND SUBSIDIARIES****CONSOLIDATED
                    STATEMENTS OF
                    OPERATIONS**(All
                    amounts in thousands)(Unaudited)**Three
                    Months Ended**
                
                
                **Six Months
                    Ended****June
                    30,**
                
                
                **June
                    30,****2006**
                
                
                **2005**
                
                
                **2006**
                
                
                **2005**Revenues
                
                $
                132,652
                
                $
                123,038
                
                $
                259,173
                
                $
                240,536Costs
                    and expenses:Service costs (exclusive of depreciation and amortization
                    of$25,888, $24,567, 51,431 and $48,787, respectively, shown separately
                    below)
                
                
                55,287
                
                
                49,132
                
                
                108,707
                
                
                97,114Selling, general and administrative expenses
                
                
                24,063
                
                
                23,438
                
                
                47,287
                
                
                46,251Management fee expense
                
                
                2,284
                
                
                2,532
                
                
                4,581
                
                
                4,910Depreciation and amortization
                
                
                25,888
                
                
                24,567
                
                
                51,431
                
                
                48,787Operating
                    income
                
                
                25,130
                
                
                23,369
                
                
                47,167
                
                
                43,474Interest
                    expense, net
                
                
                (26,839
                )
                
                (24,484
                )
                
                (53,219
                )
                
                (50,146
                )Loss
                    on early extinguishment of debt
                
                
                (4,624
                )
                
                (4,742
                )
                
                (4,624
                )
                
                (4,742
                )Gain
                    (loss) on derivatives, net
                
                
                387
                
                
                (733
                )
                
                961
                
                
                2,360Gain
                    on sale of assets and investments, net
                
                
                -
                
                
                1,183
                
                
                -
                
                
                1,183Investment
                    income from affiliate
                
                
                4,500
                
                
                4,500
                
                
                9,000
                
                
                9,000Other
                    expense
                
                
                (1,229
                )
                
                (1,277
                )
                
                (2,253
                )
                
                (2,672
                )Net
                    loss
                
                $
                (2,675
                )
                $
                (2,184
                )
                $
                (2,968
                )
                $
                (1,543
                )The
                    accompanying notes to the unaudited financialstatements
                    are an integral part of these
                    statements
 
 
 
 5
 *Table
              of
              Contents*
 
 
 **MEDIACOM
                    LLC AND SUBSIDIARIES****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS**(All
                    amounts in thousands)(Unaudited)**Six
                    Months Ended****June
                    30,****2006**
                
                
                **2005**CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net loss
                
                $
                (2,968
                )
                $
                (1,543
                )Adjustments to reconcile net loss to net cash provided by operating
                    activities:Depreciation and amortization
                
                
                51,431
                
                
                48,787Gain on derivatives, net
                
                
                (961
                )
                
                (2,360
                )Gain on sale of assets and investments, net
                
                
                -
                
                
                (1,183
                )Loss on early extinguishment of debt
                
                
                2,999
                
                
                1,908Amortization of deferred financing costs
                
                
                1,337
                
                
                1,618Share-based compensation
                
                
                190
                
                
                49Changes in assets and liabilities, net of effects from
                    acquisitions:Accounts receivable, net
                
                
                (745
                )
                
                688Prepaid expenses and other assets
                
                
                (5,150
                )
                
                4,028Accrued liabilites
                
                
                23,265
                
                
                673Deferred revenue
                
                
                1,675
                
                
                813Other non-current liabilities
                
                
                (1,086
                )
                
                (1,877
                )Net
                    cash flows provided by operating activities
                
                
                69,987
                
                
                51,601CASH
                    FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
                
                
                (52,038
                )
                
                (55,622
                )Proceeds from sale of assets and investments
                
                
                -
                
                
                2,082Net cash flows used in investing activities
                
                
                (52,038
                )
                
                (53,540
                )CASH
                    FLOWS FROM FINANCING ACTIVITIES:New borrowings
                
                
                687,000
                
                
                451,000Repayment of debt
                
                
                (679,955
                )
                
                (253,190
                )Distribution
                    to parent
                
                
                (8,000
                )
                
                -Redemption of senior notes
                
                
                -
                
                
                (200,000
                )Other financing activities
                
                
                (49
                )
                
                (50
                )Net cash flows used in financing activities
                
                
                (1,004
                )
                
                (2,240
                )Net increase (decrease) in cash and cash equivalents
                
                
                16,945
                
                
                (4,179
                )CASH
                    AND CASH EQUIVALENTS, beginning of period
                
                
                6,466
                
                
                12,131CASH
                    AND CASH EQUIVALENTS, end of period
                
                $
                23,411
                
                $
                7,952SUPPLEMENTAL
                    DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts
                    capitalized
                
                $
                52,869
                
                $
                54,628The
                    accompanying notes to the unaudited financialstatements
                    are an integral part of these statements
 
  6
 
 *Table
          of Contents*
   **MEDIACOM
        LLC AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL
        STATEMENTS**
 
 
 **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.
 
 The
        Company has prepared these unaudited consolidated financial statements in
        accordance with the rules and regulations of the Securities and Exchange
        Commission (the “SEC”). In the opinion of management, such statements include
        all adjustments, consisting of normal recurring accruals and adjustments,
        necessary for a fair presentation of the Company’s consolidated results of
        operations and financial position for the interim periods presented. The
        accounting policies followed during such interim periods reported are in
        conformity with generally accepted accounting principles in the United States
        of
        America and are consistent with those applied during annual periods, except
        for
        the adoption of SFAS No. 123(R) *“Share-Based
        Payment”* (“SFAS
        No. 123(R)”), as discussed in Note 7. For a summary of the Company’s accounting
        policies and other information, refer to the Company’s Annual Report on Form
        10-K for the year ended December 31, 2005. The results of operations for
        the
        interim periods are not necessarily indicative of the results that might
        be
        expected for future interim periods or for the full year ending December
        31,
        2006.
 
 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.
 
 ***Allowance
        for Doubtful Accounts***
 
 The
        allowance for doubtful accounts represents the Company’s best estimate of
        probable losses in the accounts receivable balance. The allowance is based on
        the number of days outstanding, customer balances, historical experience
        and
        other currently available information. During the three months ended June
        30,
        2006, the Company revised its estimate of probable losses in the accounts
        receivable of its video, data and phone businesses to better reflect historical
        collection experience. The change in estimate resulted in a benefit to the
        consolidated statement of operations of $0.4 million for the three and six
        months ended June 30, 2006.
 
 ***Reclassifications***
 
 Certain
        reclassifications have been made to the prior year 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.
 
  7
 *Table
            of Contents*
  **MEDIACOM
        LLC AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **3.
        PROPERTY, PLANT AND EQUIPMENT**
 
 Property,
        plant and equipment consisted of the following (dollars in
        thousands):
 
 **June
                    30,**
                
                **December
                    31,****2006**
                
                **2005**Cable
                    systems, equipment and subscriber devices
                
                $
                1,506,574
                
                $
                1,462,189Vehicles
                
                
                30,669
                
                
                30,040Furniture,
                    fixtures and office equipment
                
                
                18,746
                
                
                17,595Buildings
                    and leasehold improvements
                
                
                16,060
                
                
                15,877Land
                    and land improvements
                
                
                1,700
                
                
                1,4901,573,749
                
                
                1,527,191Accumulated
                    depreciation
                
                
                (861,320
                )
                
                (815,387
                )Property,
                    plant and equipment, net
                
                $
                712,429
                
                $
                711,804
 **4.
        ACCRUED LIABILITIES**
 
 Accrued
        liabilities consisted of the following (dollars in thousands):
 
 **June
                    30,**
                
                **December
                    31,****2006**
                
                **2005**Other
                    accrued expenses
                
                $
                39,367
                
                $
                19,049Accrued
                    interest
                
                
                31,607
                
                
                31,022Accrued
                    programming costs
                
                
                18,554
                
                
                20,320Accrued
                    taxes and fees
                
                
                12,594
                
                
                14,572Accrued
                    payroll and benefits
                
                
                10,270
                
                
                8,762Accrued
                    property, plant and equipment
                
                
                9,377
                
                
                7,851Accrued
                    service costs
                
                
                6,864
                
                
                6,214Accrued
                    telecommunications costs
                
                
                6,693
                
                
                4,432Subscriber
                    advance payments
                
                
                5,350
                
                
                5,189$
                140,676
                
                $
                117,411
 
 
  8
 *Table
            of Contents*
  
 **MEDIACOM
        LLC AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **5.
        DEBT**
 
 Debt
        consisted of the following (dollars in thousands):
 
 **June
                    30,**
                
                **December
                    31,****2006**
                
                **2005**Bank
                    credit facilities
                
                $
                850,000
                
                $
                842,50091⁄2%
                    senior notes due 2013
                
                
                500,000
                
                
                500,00077⁄8%senior
                    notes due 2011
                
                
                125,000
                
                
                125,000Capital
                    lease obligations
                
                
                826
                
                
                1,2811,475,826
                
                
                1,468,781Less:
                    Current portion
                
                
                4,054
                
                
                6,412Total
                    long-term debt
                
                $
                1,471,772
                
                $
                1,462,369
 ***Bank
        Credit Facilities***
 
 On
        May 5,
        2006, the Company 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.
 
 The
        Company recorded in its consolidated statement of operations for the three
        and
        six months ended June 30, 2006 a loss on early extinguishment of debt of
        $4.6
        million, representing $1.6 million of bank fees and the write-off of $3.0
        million of unamortized deferred financing costs.
 
 The
        average interest rates on debt outstanding under the bank credit facilities
        as
        of June 30, 2006 and 2005 were 6.7% and 5.2%, respectively, before giving
        effect
        to the interest rate exchange agreements discussed below. As of June 30,
        2006,
        the Company had unused credit commitments of approximately $388.4 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 June 30, 2006.
 
 As
        of
        June 30, 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 June 30, 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%.
        In
        June 2006, the Company entered into forward interest rate exchange agreements
        that fixed interest rates at a weighted average of approximately 5.4% on
        $200.0
        million of floating rate debt for three years, commencing on September 29,
        2006
        and December 29, 2006 in the amounts of $100.0 million and $100.0 million,
        respectively. These have been accounted for on a mark-to-market basis for
        the
        three months ended June 30, 2006. The Company’s interest rate exchange
        agreements are scheduled to expire in the amounts of $250.0 million, $50.0
        million and $300.0 million during the years ended December 31, 2006, 2007
        and
        2009, respectively.
 
 
  9
 *Table
            of Contents*
  **MEDIACOM
        LLC AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **6.
        MEMBERS’ DEFICIT**
 
 On
        June
        29, 2006, the Company paid an $8.0 million dividend to MCC that was funded
        with
        available cash.
 
 **7.
        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.
 
 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). The Company has applied the provisions of SAB No. 107 in its
        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 non-cash,
        share-based compensation expense recognized due to the adoption of SFAS 123(R)
        was approximately $0.1 million and $0.1 million for the three and six months
        ended June 30, 2006, respectively. Compensation cost related to restricted
        stock
        units was recognized before the implementation of SFAB No. 123(R). Results
        for
        prior periods have not been restated.
  Total
        share-based compensation expense for the three and six months ended June
        30,
        2006, were as follows (amounts in thousands):
 
 **Three
                    Months Ended**
                
                **Six
                    Months Ended****June
                    30,**
                
                **June
                    30,****2006**
                
                **2006**Share-based
                    compensation expense by type of award:Employee stock options
                
                $
                13
                
                $
                70Employee stock purchase plan
                
                
                (11
                )
                
                25Restricted stock units
                
                
                44
                
                
                95Total
                    share-based compensation expense
                
                $
                46
                
                $
                190
 10
 *Table
              of
              Contents*
  **MEDIACOM
        LLC AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 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 $0.2 million as of June 30, 2006, which will be
        recognized over a weighted average period of 2.4 years.
 
 **Pro
        forma Information for Periods Prior to the Adoption of SFAS No.
        123(R)**
 
 Prior
        to
        January 1, 2006, the Company accounted for non-cash, 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 and six months
        ended
        June 30, 2005 (dollars in thousands):
 
 **Three
                    Months Ended**
                
                **Six
                    Months Ended****June
                    30,**
                
                **June
                    30,****2005**
                
                **2005**Net
                    income as reported
                
                $
                (2,184
                )
                $
                (1,543
                )Add:           Total
                    share-based compensation expenseincluded in net income as reported above
                
                
                35
                
                
                49Deduct:         
                     Total share-based compensation expense determinedunder fair value based method
                    for all awards
                
                
                (183
                )
                
                (437
                )Pro
                    forma net income
                
                $
                (2,332
                )
                $
                (1,931
                )
 **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
                    and Six Months Ended**
                
                **Three
                    and Six Months Ended****June
                    30,**
                
                **June
                    30,****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 and six
        months ended June 30, 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 interest rate is based on
        the
        U.S. Treasury yield in effect at the date of grant.
 
 
 11
 Table
            of Contents
 **MEDIACOM
        LLC AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 ***Stock
        Option Plan***
 
 In
        April
        2003, MCC’s Board of Directors adopted MCC’s 2003 Incentive Plan, or the “2003
        Plan,” which amended and restated the MCC’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.
 
 The
        following table summarized the activity of the 2003 Plan for the six months
        ended June 30, 2006:
 
 **Weighted
                    Average****Remaining****Contractual****Weighted
                    Average**
                
                **Term****Shares**
                
                **Exercise
                    Price**
                
                **(in
                    years)**Outstanding
                    at January 1, 2006
                
                
                1,146,270
                
                $
                17.69Granted
                
                
                15,000
                
                
                5.66Exercised
                
                
                -
                
                
                -Forfeited
                
                
                (21,277
                )
                
                17.85Expired
                
                
                -
                
                
                -Outstanding
                    at June 30, 2006
                
                
                1,139,993
                
                $
                17.47
                
                
                4.1Exercisable
                    at June 30, 2006
                
                
                1,075,936
                
                $
                18.09
                
                
                4.0
 The
        weighted average fair value at the date of grant of a Class A common stock
        option granted under the 2003 Plan during the six months ended June 30, 2006
        and
        2005 was $5.66 and $5.42, respectively.
 
 The
        following table summarizes information concerning stock options outstanding
        as
        of June 30, 2006:
 
 **Options
                    Outstanding**
                
                **Options
                    Exercisable****Weighted**
                
                
                
                
                
                
                
                **Weighted****Average**
                
                
                
                
                
                
                
                **Average****Range
                    of**
                
                **Number
                    of**
                
                **Remaining**
                
                **Weighted**
                
                **Aggregate**
                
                **Number
                    of**
                
                **Remaining**
                
                **Weighted**
                
                **Aggregate****Exercise**
                
                **Shares**
                
                **Contractual**
                
                **Average**
                
                **Intrinsic
                    Value**
                
                **Shares**
                
                **Contractual**
                
                **Average**
                
                **Intrinsic
                    Value****Prices**
                
                **Outstanding**
                
                **Life**
                
                **Exercise
                    Price**
                
                **(in
                    thousands)**
                
                **Outstanding**
                
                **Life**
                
                **Exercise
                    Price**
                
                **(in
                    thousands)**$5.00
                    - $12.00
                
                
                116,785
                
                
                6.2
                
                $
                7.74
                
                $
                19
                
                
                54,728
                
                
                6.4
                
                
                8.86
                
                $
                3$12.01
                    - $18.00
                
                
                263,790
                
                
                4.7
                
                
                17.35
                
                
                -
                
                
                261,790
                
                
                4.7
                
                
                17.36
                
                
                -$18.01
                    - $22.00
                
                
                759,418
                
                
                3.6
                
                
                19.01
                
                
                -
                
                
                759,418
                
                
                3.6
                
                
                19.01
                
                
                -1,139,993
                
                
                4.1
                
                $
                17.47
                
                $
                19
                
                
                1,075,936
                
                
                4.0
                
                
                18.09
                
                $
                3
 The
        aggregate intrinsic value in the table above represents the total pre-tax
        intrinsic value, based on MCC’s average stock price of $6.11 per share during
        the six months ended June 30, 2006, which would have been received by the
        option
        holders had all option holders exercised their options as of that
        date.
 
 
 12
 *Table
            of Contents*
 
 
 **MEDIACOM
        LLC AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 ***Restricted
        Stock Units***
 
 MCC
        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 $6.11 per share during the six months ended June 30, 2006, was $0.9
        million.
 
 The
        following table summarizes the activity of MCC’s restricted stock unit awards
        for the six months ended June 30, 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
                )
                
                5.69Foreited
                
                
                (1,100
                )
                
                5.70Unvested
                    Awards at June 30, 2006
                
                
                153,225
                
                $
                5.57
 ***Employee
        Stock Purchase Plan***
  MCC
        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 month offering period. Shares purchased by employees amounted to
        19,063
        and 17,539 for the six months ended June 30, 2006 and 2005, which expire
        in
        March and September of each year, respectively. Compensation expense related
        to
        the adoption of SFAS No. 123(R) was $0.1 million for the six months ended
        June
        30, 2006. Compensation expense was not recorded on the issuance of these
        shares
        in accordance with APB No. 25 for the six months ended June 30,
        2005.
 
 **8.
        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 and
        six
        months ended June 30, 2006, the Company received in aggregate $4.5 million
        and
        $9.0 million, respectively, in cash dividends on the preferred equity. During
        the three and six months ended June 30, 2005, the Company received in aggregate
        $4.5 million and $9.0 million, respectively, in cash dividends on the preferred
        equity.
 
 **9.
        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* ,
        pending in the Circuit Court of Clay County, Missouri, by which the
        plaintiffs are seeking class-wide damages for an alleged trespasses on land
        owned by private parties.  The lawsuit was originally filed on April 24,
        2001.  Pursuant to various agreements with the relevant state, county or
        other local authorities and with utility companies, the Company placed
        interconnect fiber optic cable within state and county highway rights-of-way
        and
        on utility poles in areas of Missouri not presently encompassed by a cable
        franchise.  The lawsuit alleges that the Company was
        required but failed to obtain permission from the 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, its subsidiaries, MCC and other affiliated companies are also involved
        in various 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.
 
 **10.
        SUBSEQUENT EVENTS**
 
 On
        July
        12, 2006, the Company borrowed $74.0 million (the “Revolver Draw”) under the
        revolving credit portion of its subsidiary credit facility. On the same date,
        the Company used the proceeds of the Revolver Draw and $26.0 million of
        available cash to pay a $100.0 million distribution to MCC. As of June 30,
        2006,
        after giving effect to the distribution, the Company had unused revolving
        credit
        commitments of $314.4 million, all of which could be borrowed and used for
        general corporate purposes based on the terms and conditions of its debt
        arrangements.
   13
 *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 six months ended, June
        30,
        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”) and digital video
        recorders (“DVRs”), 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 customers a single provider
        contact for ordering, provisioning, billing and customer care.
 
 As
        of
        June 30, 2006, our cable systems passed an estimated 1.4 million homes and
        served 644,000 basic video subscribers. We provide digital video service
        to
        209,800 customers, representing a penetration of 32.6% of our basic subscribers.
        We also currently provide HSD to 231,000 customers, representing a penetration
        of 17.1% of our estimated homes passed. We introduced phone service during
        the
        second quarter of 2005 and marketed and provided service to 400,000 estimated
        homes and 17,000 customers, respectively, as of June 30, 2006.
 
 Adjusted
        operating income before depreciation and amortization (“Adjusted OIBDA”) noted
        below represents operating income before depreciation and amortization and
        non-cash share-based compensation charges. 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,
        share-based compensation charges. 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 Note 7 of our financial statements for more information on non-cash,
        share-based compensation costs.
  14
 Table
            of
            Contents
  **Actual
        Results of Operations**
 
 ***Three
        Months Ended June 30, 2006 compared to Three Months Ended June 30,
        2005***
 
 The
        following table sets forth our unaudited consolidated statements of operations
        for the three months ended June 30, 2006 and 2005 (dollars in thousands and
        percentage changes that are not meaningful are marked NM):
 **Three
                    Months Ended****June
                    30,****2006**
                
                **2005**
                
                **$
                    Change**
                
                **%
                    Change**Revenues
                
                $
                132,652
                
                $
                123,038
                
                $
                9,614
                
                
                7.8
                %Costs
                    and expenses:Service costs
                
                
                55,287
                
                
                49,132
                
                
                6,155
                
                
                12.5
                %Selling, general and administrative expenses
                
                
                24,063
                
                
                23,438
                
                
                625
                
                
                2.7
                %Management fee expense
                
                
                2,284
                
                
                2,532
                
                
                (248
                )
                
                (9.8
                %)Depreciation and amortization
                
                
                25,888
                
                
                24,567
                
                
                1,321
                
                
                5.4
                %Operating
                    income
                
                
                25,130
                
                
                23,369
                
                
                1,761
                
                
                7.5
                %Interest
                    expense, net
                
                
                (26,839
                )
                
                (24,484
                )
                
                (2,355
                )
                
                9.6
                %Loss
                    on early extinguishment of debt
                
                
                (4,624
                )
                
                (4,742
                )
                
                118
                
                
                NMGain (loss)
                    on derivatives, net
                
                
                387
                
                
                (733
                )
                
                1,120
                
                
                NMGain on
                    sale of assets and investments, net
                
                
                -
                
                
                1,183
                
                
                (1,183
                )
                
                NMInvestment
                    income from affiliate
                
                
                4,500
                
                
                4,500
                
                
                -
                
                
                -Other
                    expense
                
                
                (1,229
                )
                
                (1,277
                )
                
                48
                
                
                (3.8
                %)Net
                    loss
                
                $
                (2,675
                )
                $
                (2,184
                )
                $
                (491
                )
                
                NM
 The
          following represents a reconciliation of Adjusted OIBDA to operating income,
          which is the most directly comparable GAAP measure (dollars in thousands
          and
          percentage changes that are not meaningful are marked NM ):
 **Three
                    Months Ended****June
                    30,****2006**
                
                **2005**
                
                **$
                    Change**
                
                **%
                    Change**Adjusted
                    OIBDA
                
                $
                55,564
                
                $
                52,471
                
                $
                3,093
                
                
                5.9
                %Non-cash,
                    share-based compensation charges
                
                
                (46
                )
                
                (35
                )
                
                (11
                )
                
                NMInvestment
                    income from affiliate
                
                
                (4,500
                )
                
                (4,500
                )
                
                -
                
                
                NMDepreciation
                    and amortization
                
                
                (25,888
                )
                
                (24,567
                )
                
                (1,321
                )
                
                5.4
                %Operating
                    income
                
                $
                25,130
                
                $
                23,369
                
                $
                1,761
                
                
                7.5
                %
     15
 Table
            of
            Contents
  ***Revenues***
  The
        following table sets forth revenues and selected subscriber, customer and
        average monthly revenue statistics for the three months ended June 30, 2006
        and
        2005 (dollars in thousands, except per subscriber and customer data and
        percentage changes that are not meaningful are marked NM):
  **Three
                    Months Ended****June
                    30,****2006**
                
                **2005**
                
                **$
                    Change**
                
                **%
                    Change**Video
                
                $
                100,279
                
                $
                98,329
                
                $
                1,950
                
                
                2.0
                %Data
                
                
                25,864
                
                
                21,310
                
                
                4,554
                
                
                21.4
                %Phone
                
                
                1,376
                
                
                -
                
                
                1,376
                
                
                NMAdvertising
                
                
                5,133
                
                
                3,399
                
                
                1,734
                
                
                51.0
                %$
                132,652
                
                $
                123,038
                
                $
                9,614
                
                
                7.8
                %**Three
                    Months Ended****June
                    30,**
                
                
                **Increase****2006**
                
                
                **2005**
                
                
                **(Decrease)**
                
                
                **%
                    Change**Basic
                    subscribers
                
                
                644,000
                
                
                670,000
                
                
                (26,000
                )
                
                (3.9
                %)Data
                    customers
                
                
                231,000
                
                
                191,000
                
                
                40,000
                
                
                20.9
                %Phone
                    customers
                
                
                17,000
                
                
                -
                
                
                17,000
                
                
                NMAverage
                    monthly video revenue per basic subscriber(1)
                
                $
                51.66
                
                $
                48.79
                
                $
                2.87
                
                
                5.9
                %Average
                    monthly data revenue per data customer(2)
                
                $
                37.89
                
                $
                38.19
                
                $
                (0.30
                )
                
                (0.8
                %)
 (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 customer is calculated based on monthly data
        revenue divided by the average number of data customers 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 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. Phone revenues represent
        monthly fees charged to our customers. Advertising revenues represent the
        sale
        of advertising time on various channels.
 
 Revenues
        rose 7.8%, largely attributable to growth in our data and phone customers,
        higher video rates and service fees and greater advertising revenues. As
        of June
        30, 2006, and within one year of the initial launch of our phone service,
        we
        were marketing this product to about 30% of the estimated homes in our
        markets.
 
 Video
        revenues increased 2.0% as a result of higher service fees from our advanced
        video products and services and basic rate increases applied on our video
        subscribers. Average monthly video revenue per basic subscriber increased
        5.9%.
        During the three months ended June 30, 2006, we lost 6,200 basic subscribers,
        compared to a loss of 3,500 basic subscribers during the same period last
        year.
        Our loss of basic subscribers for the twelve months ended June 30, 2006 includes
        the loss of 9,000 subscribers as a result of Hurricane Katrina. Digital
        customers increased 20,800 to 209,800 when compared to the same period last
        year.


Data
        revenues rose 21.4%, primarily due to a 20.9% year-over-year increase in
        data
        customers. Average monthly data revenue per data customer of $37.89 decreased
        0.8% from the prior year period largely as a result of promotional offers
        during
        2005, but increased 1.4% sequentially from $37.38 in the first quarter of
        2006
        due to the expiration of these promotions.
 
 As
        of
        June 30, 2006, Mediacom Phone was marketed to approximately 400,000 of our
        1.35
        million estimated homes passed and served 17,000 customers. Phone revenues
        grew
        84.4% from the previous quarter to $1.4 million.
 
 Advertising
        revenues increased 51.0%, largely as a result of stronger local advertising
        sales.
  ***Costs
        and Expenses***
 
 Service
        costs include: programming expenses; employee expenses related to wages and
        salaries of technical personnel who maintain our cable network, perform customer
        installation activities, and provide customer support; data costs, including
        costs of bandwidth connectivity and customer provisioning; and field operating
        costs, including outside contractors, vehicle, utilities and pole rental
        expenses. Programming expenses, which 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 12.5%, primarily due to increases in programming and employee
        expenses and customer growth in phone and HSD services. Programming expense,
        the
        largest component of service costs, increased 7.0%, principally as a result
        of
        higher unit costs charged by our programming vendors, offset in part by a
        lower
        number of basic subscribers.  Personnel
        costs grew by 44.1%, due largely to lower capitalization related to customer
        installation activity and higher employee-related insurance expenses. Recurring
        expenses related to our phone and HSD services grew 49.2% commensurate with
        the
        significant increase in customers. Service costs as a percentage of revenues
        were 41.7% and 40.0% for the three months ended June 30, 2006 and 2005,
        respectively.
  Selling,
        general and administrative expenses include: wages and salaries for our call
        centers, customer service and support and administrative personnel; franchise
        fees and taxes;  marketing; bad debt; billing; advertising; and office
        costs related to telecommunications and office administration.
 
 Selling,
        general and administrative expenses rose 2.7%, principally due to higher
        office
        and billing expenses, offset in part by a decrease in marketing and bad debt
        expenses. Office expenses grew by 27.2% due primarily to increases in telephone
        costs. Billing expenses increased by 17.3% due primarily to higher processing
        and bank fees. These increases were offset in part by lower marketing costs
        due
        primarily to reduced contracted third party sales and a 23.3% decline in
        bad
        debt expense primarily as a result of a change in estimate in our video,
        data
        and phone business to better reflect historical collection experience. Selling,
        general and administrative expenses as a percentage of revenues were 18.1%
        and
        19.0% for the three months ended June 30, 2006 and 2005,
        respectively.
 
 We
        expect
        continued revenue growth in advanced services. As a result, we expect our
        service costs and selling, general and administrative expenses to
        increase.
 
 Management
        fee expense reflects charges incurred under management arrangements with
        our
        parent, MCC. Management fee expense decreased 9.8%, reflecting lower overhead
        charges by MCC. As a percentage of revenues, management fee expense was 1.7%
        and
        2.1% for the three months ended June 30, 2006 and 2005,
        respectively.
  16
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  ***Adjusted
        OIBDA***
 
 Adjusted
        OIBDA rose 5.9%, principally due to revenue growth, partially offset by higher
        costs and expenses.
  ***Operating
        Income***
 
 Operating
        income grew 7.5%, largely due to growth in Adjusted OIBDA and only moderately
        higher depreciation and amortization expense.
  ***Interest
        Expense, Net***
 
 Interest
        expense, net, increased by 9.6%, primarily due to higher market interest
        rates
        on variable rate debt.
 ***Gain
        (loss) 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 June 30, 2006
        we
        had interest rate swaps with an aggregate principal amount of $400.0 million,
        as
        well as forward interest rate swaps that go into effect later in 2006 with
        an
        aggregate principal amount of $200.0 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 quarterly mark-to-market valuation of
        these
        interest rate swaps, we recorded a gain on derivatives, net amounting to
        $0.4
        million for the three months ended June 30, 2006 after a loss of $0.7 million
        for the three months ended June 30, 2005.
 
 ***Investment
        Income from Affiliate***
 
 Investment
        income from affiliate was $4.5 million for the three months ended June 30,
        2006.
        This amount represents the investment income on our $150.0 million preferred
        equity investment in Mediacom Broadband LLC.
 
 ***Other***
 
 Other
        includes other expenses, loss on early extinguishment of debt and gain on
        sale
        of assets and investments, net. Other totaled $5.9 million and $4.8 million
        for
        the three months ended June 30, 2006 and 2005, respectively. Other primarily
        represents amortization of deferred financing costs and fees on unused credit
        commitments, loss on early extinguishment of debt and gain on sale of assets
        and
        investments, net.
  ***Net
        Loss***
 
 As
        a
        result of the factors described above, we incurred a net loss for the three
        months ended June 30, 2006 of $2.7 million, as compared to a net loss of
        $2.2
        million for the three months ended June 30, 2005.
 
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   ***Six
        Months Ended June 30, 2006 compared to Six Months Ended June 30,
        2005***
 
 The
        following table sets forth our unaudited consolidated statements of operations
        for the six months ended June 30, 2006 and 2005 (dollars in thousands and
        percentage changes that are not meaningful are marked NM):
 
 **June
                    30,****2006**
                
                **2005**
                
                **$
                    Change**
                
                **%
                    Change**Revenues
                
                $
                259,173
                
                $
                240,536
                
                $
                18,637
                
                
                7.7
                %Costs
                    and expenses:Service costs
                
                
                108,707
                
                
                97,114
                
                
                11,593
                
                
                11.9
                %Selling, general and administrative expenses
                
                
                47,287
                
                
                46,251
                
                
                1,036
                
                
                2.2
                %Management fee expense
                
                
                4,581
                
                
                4,910
                
                
                (329
                )
                
                (6.7
                %)Depreciation and amortization
                
                
                51,431
                
                
                48,787
                
                
                2,644
                
                
                5.4
                %Operating
                    income
                
                
                47,167
                
                
                43,474
                
                
                3,693
                
                
                8.5
                %Interest
                    expense, net
                
                
                (53,219
                )
                
                (50,146
                )
                
                (3,073
                )
                
                6.1
                %Loss
                    on early extinguishment of debt
                
                
                (4,624
                )
                
                (4,742
                )
                
                118
                
                
                NMGain
                    on derivatives, net
                
                
                961
                
                
                2,360
                
                
                (1,399
                )
                
                NMGain
                    on sale of assets and investments, net
                
                
                -
                
                
                1,183
                
                
                (1,183
                )
                
                NMInvestment
                    income from affiliate
                
                
                9,000
                
                
                9,000
                
                
                -
                
                
                -Other
                    expense
                
                
                (2,253
                )
                
                (2,672
                )
                
                419
                
                
                (15.7
                %)Net
                    loss
                
                $
                (2,968
                )
                $
                (1,543
                )
                $
                (1,425
                )
                
                NM
  The
        following represents a reconciliation of Adjusted OIBDA to operating income,
        which is the most directly comparable GAAP measure (dollars in thousands
        and
        percentage changes that are not meaningful are marked NM):
  **Six
                    Months Ended****June
                    30,****2006**
                
                
                **2005**
                
                
                **$**Change
                
                
                **%
                    Change**Adjusted
                    OIBDA
                
                $
                89,788
                
                $
                83,310
                
                $
                6,478
                
                
                7.8
                %Non-cash,
                    share-based compensation charges
                
                
                (190
                )
                
                (49
                )
                
                (141
                )
                
                NMInvestment
                    income from affiliate
                
                
                9,000
                
                
                9,000
                
                
                0
                
                
                NMDepreciation
                    and amortization
                
                
                (51,431
                )
                
                (48,787
                )
                
                (2,644
                )
                
                5.4
                %Operating
                    income
                
                $
                47,167
                
                $
                43,474
                
                $
                3,693
                
                
                8.5
                %
 18
 Table
            of
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  ***Revenues***
 
 The
        following table sets forth revenues and selected subscriber, customer and
        average monthly revenue statistics for the six months ended June 30, 2006
        and 2005 (dollars in thousands and percentage changes that are not meaningful
        are marked NM, except per subscriber and customer data):
  **Six
                    Months Ended****June
                    30,****2006**
                
                **2005**
                
                **$
                    Change**
                
                **%
                    Change**Video
                $
                197,470
                
                $
                193,107
                
                $
                4,363
                
                
                2.3
                %Data
                
                50,308
                
                
                41,138
                
                
                9,170
                
                
                22.3
                %Phone
                
                2,122
                
                
                -
                
                
                2,122
                
                
                NMAdvertising
                
                9,273
                
                
                6,291
                
                
                2,982
                
                
                47.4
                %$
                259,173
                
                $
                240,536
                
                $
                18,637
                
                
                7.7
                %**Six
                    Months Ended****June
                    30,**
                
                
                **Increase****2006**
                
                
                **2005**
                
                
                **(Decrease)**
                
                
                **%
                    Change**Basic
                    subscribers
                
                644,000
                
                
                670,000
                
                
                (26,000
                )
                
                (3.9
                %)Data
                    customers
                
                231,000
                
                
                191,000
                
                
                40,000
                
                
                20.9
                %Phone
                    customers
                
                17,000
                
                
                -
                
                
                17,000
                
                
                NMAverage
                    monthly video revenue per basic subscriber(1)
                $
                50.75
                
                $
                47.83
                
                $
                2.92
                
                
                6.1
                %Average
                    monthly data revenue per data customer(2)
                $
                37.64
                
                $
                38.37
                
                $
                (0.73
                )
                
                (1.9
                %)
  (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
        period.
  (2) Average
        monthly data revenue per data customer is calculated based on monthly data
        revenue divided by the average number of data customers for the
        period.
  Revenues
        rose 7.7%, largely attributable to growth in our data and phone customers,
        higher video rates and service fees and greater advertising revenues.
 
 Video
        revenues increased 2.3% as a result of higher service fees from our advanced
        video products and services and basic rate increases applied on our video
        subscribers. Average monthly video revenue per basic video subscriber increased
        6.1%.
 
 Data
        revenues rose 22.3%, primarily due to a 20.9% year-over-year increase in
        data
        customers. Average monthly data revenue per data customer of $37.64 decreased
        1.9% from the prior year period largely as a result of promotional offers
        during
        2005.
 
 Phone
        revenues were $2.1 million for the six months ended June 30, 2006.
 
 Advertising
        revenues increased 47.4%, largely as a result of stronger local advertising
        sales.
 
 19
 Table
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  ***Costs
        and Expenses***
 
 Service
        costs rose 11.9%, primarily due to increases in programming and employee
        expenses and customer growth in our phone and HSD services. Programming expense,
        the largest component of service costs, increased 8.4%, principally as a
        result
        of higher unit costs charged by our programming vendors, offset in part by
        a
        lower number of basic subscribers. Recurring expenses related to our phone
        and
        HSD services grew 38.4% commensurate with the significant increase in customers.
        Personnel costs grew by 22.3%, due largely to higher employee-related insurance
        expenses and increased staffing levels. Service costs as a percentage of
        revenues were 41.9% and 40.4% for the six months ended June 30, 2006 and
        2005,
        respectively.
 
 Selling,
        general and administrative expenses rose 2.2%, principally due to higher
        employee, office and billing expenses, offset in part by a significant decrease
        in marketing and bad debt expenses. Employee expenses were higher by 9.7%
        due
        mainly to increased staffing in our customer service workforce. Office expenses
        were higher due mainly to increased telephone costs. Billing expenses increased
        by 10.1%, due primarily to higher processing fees. These increases were offset
        in part by lower marketing costs due primarily to reduced third party contract
        sales and a 22.3% decline in bad debt expense primarily as a result of a
        change
        in estimate in our video, data and phone business to better reflect historical
        collection experience. Selling, general and administrative expenses as a
        percentage of revenues were 18.2% and 19.2% for the six months ended June
        30,
        2006 and 2005, respectively.
 
 We
        expect
        continued revenue growth in advanced services. As a result, we expect our
        service costs and selling, general and administrative expenses to
        increase.
 
 Management
        fee expense decreased 6.7%, reflecting lower overhead charges by MCC. As
        a
        percentage of revenues, management fee expense was 1.8% and 2.0% for the
        six
        months ended June 30, 2006 and 2005, respectively.
 
 ***Adjusted
        OIBDA***
 
 Adjusted
        OIBDA rose 7.8%, principally due to revenue growth, partially offset by higher
        costs and expenses.
  ***Operating
        Income***
 
 Operating
        income grew 8.5%, largely due to growth in Adjusted OIBDA and only a modest
        increase depreciation and amortization expense.
  ***Interest
        Expense, Net***
 
 Interest
        expense, net, increased by 6.1%, primarily due to higher market interest
        rates
        on variable rate.
 
 ***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 June 30, 2006
        we
        had interest rate swaps with an aggregate principal amount of $400.0 million,
        as
        well as forward interest rate swaps that go into effect later in 2006 with
        an
        aggregate principal amount of $200.0 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 quarterly mark-to-market valuation of
        these
        interest rate swaps, we recorded a gain on derivatives amounting to $1.0
        million
        for the six months ended June 30, 2006 compared to a gain of $2.4 million
        for
        the six months ended June 30, 2005.
 
 ***Investment
        Income from Affiliate***
 
 Investment
        income from affiliate was $9.0 million for the six months ended June 30,
        2006.
        This amount represents the investment income on our $150.0 million preferred
        equity investment in Mediacom Broadband LLC.
 
 20
 Table
            of
            Contents
  ***Other***
 
 Other
        includes other expenses, loss on early extinguishment of debt and gain on
        sale
        of assets and investments, net. Other totaled a loss of $6.9 million and
        a loss
        of $6.2 million for the six months ended June 30, 2006 and 2005, respectively.
        Other primarily represents amortization of deferred financing costs and fees
        on
        unused credit commitments.
  ***Net
        Loss***
 
 As
        a
        result of the factors described above, we incurred a net loss for the six
        months
        ended June 30, 2006 of $3.0 million, as compared to net loss of $1.5 million
        for
        the six months ended June 30, 2005.
 
 **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 from network upgrade investments to
        the
        deployment of advanced 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
        June 30, 2006, our total debt was $1.48 billion. Of this amount, $4.1 million
        matures within the twelve months ending June 30, 2007. During the six months
        ended June 30, 2006, we paid cash interest of $52.9 million, net of capitalized
        interest. Our cash interest payments have historically been higher in the
        first
        and third calendar quarters of the year due to the timing of the cash interest
        payments on our senior notes and convertible senior notes. As of June 30,
        2006,
        we had unused revolving credit commitments of $388.4 million, all of which
        could
        be borrowed and used for general corporate purposes based on the terms and
        conditions of our debt arrangements.
 
 On
        July
        12, 2006, we borrowed $74.0 million (the “Revolver Draw”) under the revolving
        credit portion of our subsidiary credit facility. On the same date, we used
        the
        proceeds of the Revolver Draw and $26.0 million of available cash to pay
        a
        $100.0 million distribution to MCC. As of June 30, 2006, after giving effect
        to
        the distribution, we had unused revolving credit commitments of $314.4 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 June 30, 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 is 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 to continue generating and obtaining sufficient funds and
        financing to service our long-term business plan, service our debt obligations
        and complete future acquisitions if the opportunities arise.
 
 ***Operating
        Activities***
 
 Net
        cash
        flows provided by operating activities were $70.0 million for the six months
        ended June 30, 2006, as compared to $51.6 million for the comparable period
        last
        year. The change of $18.4 million is primarily due to a net increase in
        operating assets and liabilities, offset in part by an increase in cash paid
        for
        interest.
 
 During
        the six months ended June 30, 2006, the net change in our operating assets
        and
        liabilities was $18.0 million, primarily due to an increase in our prepaid
        expenses and other assets of $5.0 million, offset by an increase in our accrued
        liabilities of $23.3 million, and an increase in deferred revenue of $1.7
        million.
 
 ***Investing
        Activities***
 
 Net
        cash
        flows used in investing activities, which consisted primarily of capital
        expenditures, were $52.0 million for the six months ended June 30, 2006,
        as
        compared to $53.5 million for the six months ended June 30, 2005. Capital
        expenditures of $52.0 million for the six months ended June 30, 2006, decreased
        $1.5 million from the six months ended June 30, 2005 primarily due to lower
        spending on customer premise equipment, offset in part by an increase
        in network upgrade spending.
 
 ***Financing
        Activities***
 
 Net
        cash
        flows used in financing activities were $1.0 million for the six months
        ended June 30, 2006, as compared to $2.2 million used for the comparable
        period
        in 2005, largely due to an equity distribution to MCC of $8.0 million, offset
        in
        part by net bank financing of $7.0 million.
 
 Our
        principal financing activities included the following:
 
 ·
            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 that it replaced had a maturity of February
                2013. 
 ·
            On
                June 29, 2005, we used available cash to make an $8.0 million distribution
                to MCC. 
 ***Other***
 
 We
        have
        entered into interest rate exchange agreements with counterparties, which
        expire
        from September 2006 through June 2009, to hedge $400.0 million of floating
        rate
        debt. In addition, in June 2006, we entered into forward interest rate exchange
        agreements that fix interest rates at 5.3% on $200.0 million of our floating
        rate debt for three years. These forward interest rate exchange agreements
        commence on September 29, 2006 and December 29, 2006 in the amounts of $100.0
        million and $100.0 million, respectively, and have been accounted for on
        a
        mark-to-market basis for the three months ended June 30, 2006. Our interest
        rate
        exchange agreements are scheduled to expire in the amounts of $250.0 million,
        $50.0 million and $300.0 million during the years ended December 31, 2006,
        2007
        and 2009, respectively.
 
 As
        of
        June 30, 2006, approximately $11.6 million of letters of credit were issued
        to
        various parties as collateral for our performance relating to insurance and
        franchise requirements.
 
 21
 *Table
            of Contents*
 **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**
 
 ***Use
        of Estimates***
 
 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.
  **ITEM
        3** **.    QUANTITATIVE** **AND
        QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK**
 
 There
        have been no significant chnges 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 June
        30, 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 June 30, 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 June 30,, 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 June 30, 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 9 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**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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  23
 *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**August
                  14, 2006
              By:
              /s/
                  MARK E. STEPHAN**Mark
                  E. Stephan**Executive
                  Vice President and Chief Financial
                  Officer
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 24
 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**August 14, 2006
              By:
              /s/ MARK
                  E. STEPHAN**Mark
                  E. Stephan**Executive
                  Vice President and Chief Financial
                  Officer