##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
      ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2006
  Commission File Number: 0-29227
 Mediacom Communications
    Corporation
 (Exact name of Registrant as
    specified in its charter)
  Delaware(State of
    incorporation)

06-1566067(I.R.S. Employer
    Identification Number)   100
    Crystal Run Road
    Middletown, New York 10941 (Address
    of principal executive offices)
  (845) 695-2600 (Registrants
    telephone number)
  Securities
    registered pursuant to Section 12(b) of the Exchange
    Act:
 Title of Each ClassClass A Common Stock, $0.01
    par value per share

Name of Each Exchange on Which
    RegisteredThe NASDAQ Stock Market LLC   Securities
    registered pursuant to Section 12(g) of the Exchange
    Act:
  None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 



MEDIACOM
    COMMUNICATIONS CORPORATION
  2006
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
  
  PageItem 1.


Business


4Item 1A.


Risk
    Factors


27Risks
    Related to our Business


27Risks
    Related to Indebtedness of us and our Operating
    Subsidiaries


31Risks
    Related to Legislative and Regulatory Matters


32Risks
    Related to our Chairman and Chief Executive Officers
    Controlling Position


37Item 1B.


Unresolved Staff
    Comments


37Item 2.


Properties


37Item 3.


Legal
    Proceedings


37Item 4.


Submission of
    Matters to a Vote of Security Holders


38Item 4A.


Directors and
    Executive Officers of the Registrant


38PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


40Item 6.


Selected Financial
    Data


41Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


44Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


58Item 8.


Financial
    Statements and Supplementary Data


59Item 9


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


89Item 9A.


Controls and
    Procedures


89Item 9B.


Other
    Information


90PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


90Item 11.


Executive
    Compensation


90Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


90Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


90Item 14.


Principal
    Accounting Fees and Services


91PART IVItem 15.


Exhibits, Financial
    Statement Schedules


91EX-12.1: SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-21.1: SUBSIDIARIES OF MEDIACOM COMMUNICATIONS CORPEX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1: CERTIFICATIONEX-32.1: CERTIFICATIONS   2




---



##### Table of Contents



Cautionary
    Statement Regarding Forward-Looking Statements
    Form 10-K
 3




---



##### Table of Contents



PART I
  ITEM 1.
    BUSINESS  Introduction
  video-on-demand
      (845) 695-2600. Form 10-K, Form 10-Q, Form 8-K
  Industry
      fiber-to-the-node fiber-to-the-home
 4




---



##### Table of Contents



Business
    Strategy
    Advanced
    Cable Network
    Expanding
    Reach and Enhancing Quality of Products and
    Services
    Bundling
    of Broadband Products and Services
      Customer
    Care
  e-Care
  Local
    Community Presence
   5




---



##### Table of Contents



Products
    and Services
  Video
    line-ups
  Basic Service.
  Expanded Basic Service.
    Digital Video Service.
    Pay-Per-View
    Service. pay-per-view
  Video-On-Demand. pay-per-view
  High-Definition Television.
  Digital Video Recorders.
  
    Pre-schedule the DVR to record programming and view the recorded
    programming later;
    Watch, pause, fast-forward or rewind pre-recorded programs;
    Record one show while watching another;
    Record two television programs simultaneously; and
    Record up to approximately 80 hours of digital programs or
    approximately 25 hours of HDTV.   6




---



##### Table of Contents



Mediacom
    Online
  e-mail
  
    Our flagship residential data service offers maximum download
    and upload speeds of 8Mbps and 256Kbps, respectively.
    For our ViP triple play customers, the maximum
    download and upload speeds are 10Mbps and 1Mbps, respectively.
    Our premium Internet service, Mediacom OnlineMax, has maximum
    download and upload speeds of 15Mbps and 1 Mbps and
    includes premium content such as americangreetings.com,
    Britannica Online, Disney Connection, ESPN 360 and MLB Gameday.    Mediacom
    Phone
      
    Voice mail;
    Caller ID with name and number;
    Call waiting;
    Three-way calling; and
    Enhanced Emergency 911 dialing       7




---



##### Table of Contents



Mediacom
    Business Services
  e-mail, point-to-point
    Advertising
      Marketing
    and Sales
  door-to-door
   8




---



##### Table of Contents



Description
    of Our Cable Systems
  Overview
    2006


2005


2004


2003


2002Operating Data:Core VideoEstimated homes
    passed(1)


2,829,000



2,807,000



2,785,000



2,755,000



2,715,000Basic
    subscribers(2)


1,380,000



1,423,000



1,458,000



1,543,000



1,592,000Basic
    penetration(3)


48.8
%


50.7
%


52.4
%


56.0
%


58.6
%Digital CableDigital
    customers(4)


528,000



494,000



396,000



383,000



371,000Digital
    penetration(5)


38.3
%


34.7
%


27.2
%


24.8
%


23.3
%High Speed
    DataHSD
    customers(6)


578,000



478,000



367,000



280,000



191,000HSD
    penetration(7)


20.4
%


17.0
%


13.2
%


10.2
%


7.0
%PhoneEstimated marketable phone
    homes(8)


2,300,000



1,450,000











Phone
    customers(9)


105,000



22,000











Revenue Generating
    Units(10)


2,591,000



2,417,000



2,221,000



2,206,000



2,154,000Cable Network Data:Miles of cable distribution plant


47,510



47,400



46,900



45,900



45,000Density(11)


60



59



59



60



60     (1)
    
    Represents the estimated number of single residence homes,
    apartments and condominium units passed by the cable
    distribution network in a cable systems service area.(2)
    
    Represents a dwelling with one or more television sets that
    receives a package of
    over-the-air
    broadcast stations, local access channels or certain
    satellite-delivered cable television services. Accounts that are
    billed on a bulk basis, which typically receive discounted
    rates, are converted into full-price equivalent basic
    subscribers by dividing total bulk billed basic revenues of a
    particular system by average cable rate charged to basic
    subscribers in that system. Basic subscribers include
    connections to schools, libraries, local government offices and
    employee households that may not be charged for limited and
    expanded cable services, but may be charged for our other
    services. Customers who exclusively purchase high-speed Internet
    and/or phone
    service are not counted as basic subscribers. Our methodology of
    calculating the number of basic subscribers may not be identical
    to those used by other companies offering similar services.(3)
    
    Represents basic subscribers as a percentage of estimated homes
    passed.(4)
    
    Represents customers receiving digital video services.(5)
    
    Represents digital customers as a percentage of basic
    subscribers.(6)
    
    Represents residential HSD customers and small to medium-sized
    commercial cable modem accounts billed at higher rates than
    residential customers. Small to medium-sized commercial accounts
    generally represent customers with bandwidth requirements of up
    to 10Mbps, and are converted to equivalent residential HSD
    customers by dividing their associated revenues by the
    applicable residential rate. Our HSD customers exclude large
    commercial accounts and include an insignificant number of
    dial-up
    customers. Our methodology of calculating HSD customers may not
    be identical to those used by other companies offering similar
    services.(7)
    
    Represents the number of total HSD customers as a percentage of
    estimated homes passed. 9




---



##### Table of Contents



(8)
    
    Represents estimated number of homes that we market phone
    service.(9)
    
    Represents customers receiving phone service.(10)
    
    Represents the sum of basic subscribers and digital, HSD and
    phone customers.(11)
    
    Represents estimated homes passed divided by miles of plant.  Designated
    Market Areas
  50-100
  DMA Rank

Designated Market Area3

Chicago, IL15

Minneapolis  St. Paul,
    MN36

Greenville 
    Spartanburg, SC59

Mobile, AL - Pensacola, FL73

Des Moines  Ames, IA76

Springfield, MO80

Paducah, KY  Cape
    Girardeau, MO  Harrisburg  Mt. Vernon, IL82

Champaign &
    Springfield  Decatur, IL89

Cedar Rapids 
    Waterloo  Iowa City & Dubuque, IA96

Davenport, IA  Rock
    Island  Moline, IL   Technology
    Overview
  sub-points
       10




---



##### Table of Contents



Programming
    Supply
        Customer
    Care
      e-Care,
  Community
    Relations
   11




---



##### Table of Contents



not-for-profit
    Franchises
        Percentage of


Number of


Percentage ofNumber of


Total


Basic


Total BasicYear of Franchise Expiration

Franchises


Franchises


Subscribers


Subscribers2007 through 2010


524



37.9
%


690,000



50.0
%2011 and thereafter


859



62.1
%


690,000



50.0
%Total


1,383



100.0
%


1,380,000



100.0
%     Competition
   12




---



##### Table of Contents



Video
  Direct
    Broadcast Satellite Providers
            Traditional
    Overbuilds
    Telephone
    Companies
   13




---



##### Table of Contents



Other
    High
    Speed Data
    dial-up
      Phone
  rights-of-way.
  Other
    Competition
  Over-the-air
   14




---



##### Table of Contents



Employees
    Legislation
    and Regulation
  General
    Federal
    Regulation
      
    subscriber rates;
    the content of the programming we offer to subscribers, as well
    as the way we sell our program packages to subscribers;
    the use of our cable systems by the local franchising
    authorities, the public and other unrelated companies;
    our franchise agreements with local governmental authorities;
    cable system ownership limitations and prohibitions; and
    our use of utility poles and conduit.    Subscriber
    Rates
   15




---



##### Table of Contents




    the lowest level of programming service offered by the cable
    operator, typically called basic service, which includes, at a
    minimum, the local broadcast channels and any public access or
    governmental channels that are required by the operators
    franchise;
    the installation of cable service and related service calls; and
    the installation, sale and lease of equipment used by
    subscribers to receive basic service, such as converter boxes
    and remote control units.    cost-of-service
      
    the number of regulated channels;
    inflation; and
    certain external costs, such as franchise and other governmental
    fees, copyright and retransmission consent fees, taxes,
    programming fees and franchise-imposed obligations.  and/or
  
    require cable operators to charge uniform rates throughout each
    franchise area that is not subject to effective competition;
    prohibit regulation of non-predatory bulk discount rates offered
    by cable operators to subscribers in multiple dwelling units; and
    permit regulated equipment rates to be computed by aggregating
    costs of broad categories of equipment at the franchise, system,
    regional or company level.   16




---



##### Table of Contents



Content
    Requirements
  Must
    Carry and Retransmission Consent
    
    to carry the station, subject to certain exceptions; or
    to negotiate the terms by which the cable system may carry the
    station on its cable systems, commonly called retransmission
    consent.    
    all distant commercial television stations, except for certain
    commercial satellite-delivered independent superstations such as
    WGN;
    commercial radio stations; and
    certain low-power television stations.    line-up,
   17




---



##### Table of Contents



Tier Buy
    Through
      Program
    Access
    
    preclude any satellite video programmer affiliated with a cable
    company, or with a common carrier providing video programming
    directly to its subscribers, from favoring an affiliated company
    over competitors;
    require such programmers to sell their programming to other
    unaffiliated video program distributors; and
    limit the ability of such programmers to offer exclusive
    programming arrangements to cable operators.    Other
    Programming
    
    our use of syndicated and network programs and local sports
    broadcast programming;
    advertising in childrens programming;
    political advertising;
    origination cablecasting;
    adult programming; 18




---



##### Table of Contents




    sponsorship identification; and
    closed captioning of video programming.  Use of
    Our Cable Systems by the Government and Unrelated Third
    Parties
    
    permits franchising authorities to require cable operators to
    set aside channels for public, educational and governmental
    access programming; and
    requires a cable system with 36 or more activated channels to
    designate a significant portion of its channel capacity for
    commercial leased access by third parties to provide programming
    that may compete with services offered by the cable operator.    
    the maximum reasonable rate a cable operator may charge for
    third party commercial use of the designated channel capacity;
    the terms and conditions for commercial use of such channels; and
    the procedures for the expedited resolution of disputes
    concerning rates or commercial use of the designated channel
    capacity.  Franchise
    Matters
  and/or
  and/or
    
    affirm the right of franchising authorities, which may be state
    or local, depending on the practice in individual states, to
    award one or more franchises within their jurisdictions;
    generally prohibit us from operating in communities without a
    franchise;
    permit local authorities, when granting or renewing our
    franchises, to establish requirements for cable-related
    facilities and equipment, but prohibit franchising authorities
    from establishing requirements for specific video programming or
    information services other than in broad categories; and
    permit us to obtain modification of our franchise requirements
    from the franchise authority or by judicial action if warranted
    by commercial impracticability.    
    imposing requirements during the initial cable franchising
    process or during franchise renewal that require, prohibit or
    restrict us from providing telecommunications services;
    imposing franchise fees on revenues we derive from providing
    telecommunications or information services over our cable
    systems;
    restricting our use of any type of subscriber equipment or
    transmission technology; and
    requiring payment of franchise fees to the local franchising
    authority in excess of 5.0% of our gross revenues derived from
    providing cable services over our cable system. 19




---



##### Table of Contents




    allowing municipalities to operate their own cable systems
    without franchises; and
    preventing franchising authorities from granting exclusive
    franchises or from unreasonably refusing to award additional
    franchises covering an existing cable systems service area.    
    The Cable Act contains renewal procedures designed to protect us
    against arbitrary denials of renewal of our franchises although,
    under certain circumstances, the franchising authority could
    deny us a franchise renewal. Moreover, even if our franchise is
    renewed, the franchising authority may seek to impose upon us
    new and more onerous requirements, such as significant upgrades
    in facilities and services or increased franchise fees as a
    condition of renewal to the extent permitted by law. Similarly,
    if a franchising authoritys consent is required for the
    purchase or sale of our cable system or franchise, the
    franchising authority may attempt to impose more burdensome or
    onerous franchise requirements on the purchaser in connection
    with a request for such consent. Historically, cable operators
    providing satisfactory service to their subscribers and
    complying with the terms of their franchises have usually
    obtained franchise renewals. We believe that we have generally
    met the terms of our franchises and have provided quality levels
    of service. We anticipate that our future franchise renewal
    prospects generally will be favorable.
    Various courts have considered whether franchising authorities
    have the legal right to limit the number of franchises awarded
    within a community and to impose substantive franchise
    requirements. These decisions have been inconsistent and, until
    the U.S. Supreme Court rules definitively on the scope of
    cable operators First Amendment protections, the legality
    of the franchising process generally and of various specific
    franchise requirements is likely to be in a state of flux.
    Furthermore, the FCC recently issued an Order that limits the
    ability of local franchising authorities to impose certain
    unreasonable requirements, such as public,
    governmental and educational access, institutional networks and
    build-out requirements, when issuing competitive franchises. The
    Order effectively permits competitors with existing rights to
    use the
    rights-of-ways
    to begin operation of cable systems no later than 90 days
    and all others 180 days after filing a franchise
    application and preempts conflicting existing local laws,
    regulations and requirements including level-playing field
    provisions. We cannot determine the outcome of any potential new
    rules on our business; however, any change that would lessen the
    local franchising burdens and requirements imposed on our
    competitors relative to those that are or have been imposed on
    us could harm our business.       20




---



##### Table of Contents



Ownership
    Limitations
        
    eliminated federal legal barriers to competition in the local
    telephone and cable communications businesses, including
    allowing local telephone companies to offer video services in
    their local telephone service areas;
    preempted legal barriers to telecommunications competition that
    previously existed in state and local laws and regulations;
    set basic standards for relationships between telecommunications
    providers; and
    generally limited acquisitions and prohibited joint ventures
    between local telephone companies and cable operators in the
    same market.          Cable
    Equipment
   21




---



##### Table of Contents



Pole
    Attachment Regulation
  rights-of-way
     22




---



##### Table of Contents



Other
    Regulatory Requirements of the Cable Act and the
    FCC
    and/or
  
    equal employment opportunity;
    consumer protection and customer service;
    technical standards and testing of cable facilities;
    consumer electronics equipment compatibility;
    registration of cable systems;
    maintenance of various records and public inspection files;
    microwave frequency usage; and
    antenna structure notification, marking and lighting.    Copyright
  line-ups
     23




---



##### Table of Contents



and/or
    to-the-viewer
    Interactive
    Television
    Privacy
   24




---



##### Table of Contents



Cable
    Modem Service
          Voice-over-Internet
    Protocol Telephony
   25




---



##### Table of Contents



State
    and Local Regulation
  rights-of-way.
  
    franchise fees; franchise term;
    system construction and maintenance obligations;
    system channel capacity;
    design and technical performance;
    customer service standards;
    sale or transfer of the franchise; and
    territory of the franchise. 26




---



##### Table of Contents



ITEM 1A.
    RISK
    FACTORS Risks
    Related to our Business  We
    have a history of net losses and we may continue to generate net
    losses in the future.
    Changes
    to our valuation account for deferred tax assets or impairment
    of our goodwill and other intangible assets can cause our net
    income or net loss to fluctuate significantly.
          Goodwill and Other
    Intangible Assets
    We may
    be unsuccessful in implementing our growth
    strategy.
   27




---



##### Table of Contents



The
    adverse effects on our business caused by increases in
    programming costs could continue or worsen.
                We
    operate in a highly competitive business environment, which
    affects our ability to attract and retain customers and can
    adversely affect our business and operations. We have lost a
    significant number of video subscribers to direct broadcast
    satellite competition and this trend may continue.
     28




---



##### Table of Contents



and/or
  newly-upgraded and/or dial-up
  Our
    phone service is relatively new.
   29




---



##### Table of Contents



The
    loss of key personnel could have a material adverse effect on
    our business.
    Some
    of our cable systems operate in the Gulf Coast region, which
    historically has experienced severe hurricanes and tropical
    storms.
    Inability
    to secure favorable relationships and trade terms with third
    party providers of services on which we depend may impair our
    ability to provision and service our customers.
    We may
    be unable to keep pace with technological change.
  less-than-optimal
  We
    depend on computer and network technologies, and may face
    disruptions in such systems.
   30




---



##### Table of Contents



Risks
    Related to our Indebtedness and the Indebtedness of our
    Operating Subsidiaries  We are
    a holding company with no operations and if our operating
    subsidiaries are unable to make funds available to us we may not
    be able to fund our obligations.
    We
    have substantial existing debt and have significant interest
    payment requirements, which could adversely affect our ability
    to obtain financing in the future and require our operating
    subsidiaries to apply a substantial portion of their cash flow
    to debt service.
      
    our ability to access new sources of financing for working
    capital, capital expenditures, acquisitions or other purposes
    may be limited;
    we may need to use a large portion of our revenues to pay
    interest on borrowings under our subsidiary credit facilities
    and our senior notes, which will reduce the amount of money
    available to finance our operations, capital expenditures and
    other activities;
    some of our debt has a variable rate of interest, which may
    expose us to the risk of increased interest rates;
    we may be more vulnerable to economic downturns and adverse
    developments in our business;
    we may be less flexible in responding to changing business and
    economic conditions, including increased competition and demand
    for new products and services;
    we may be at a disadvantage when compared to those of our
    competitors that have less debt; and
    we may not be able to fully implement our business strategy.  A
    default under our indentures or our subsidiary credit facilities
    could result in an acceleration of our indebtedness and other
    material adverse effects.
   31




---



##### Table of Contents



The
    terms of our indebtedness could materially limit our financial
    and operating flexibility.
    
    incur additional indebtedness;
    create liens and other encumbrances;
    pay dividends and make other payments, investments, loans and
    guarantees;
    enter into transactions with related parties;
    sell or otherwise dispose of assets and merge or consolidate
    with another entity;
    repurchase or redeem capital stock, other equity interests or
    debt;
    pledge assets; and
    issue capital stock or other equity interests.    We may
    not be able to obtain additional capital to continue the
    development of our business.
    A
    lowering of the ratings assigned to our debt securities by
    ratings agencies may further increase our future borrowing costs
    and reduce our access to capital.
   Risks
    Related to Legislative and Regulatory Matters  Changes
    in cable television regulations could adversely impact our
    business.
     32




---



##### Table of Contents



and/or e-commerce,
  Changes
    in channel carriage regulations could impose significant
    additional costs on us.
  and/or
    per se
 33




---



##### Table of Contents



Our
    franchises are non-exclusive and local franchising authorities
    may grant competing franchises in our markets.
      rights-of-ways
  Pending
    FCC and court proceedings could adversely affect our HSD
    service.
    We may
    be subject to legal liability because of the acts of our HSD
    customers or because of our own negligence.
   34




---



##### Table of Contents



Changes
    in set-top box rules from the FCC could create new and
    significant costs for us.
     35




---



##### Table of Contents



We may
    become subject to additional regulatory burdens because we offer
    phone service.
  E-911
  Actions
    by pole owners might subject us to significantly increased pole
    attachment costs.
      Changes
    in compulsory copyright regulations might significantly increase
    our license fees.
   36




---



##### Table of Contents



Risks
    related to our Chairman and Chief Executive Officers
    Controlling Position  Our
    Chairman and Chief Executive Officer has the ability to control
    all major corporate decisions, and a sale of his stock could
    result in a change of control that would have unpredictable
    effects.
      ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES        ITEM 3.
    LEGAL
    PROCEEDINGS    Gary Ogg
    and Janice Ogg v. Mediacom, LLC class-wide rights-of-way
 37




---



##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 4A.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT  Name

Age

TitleRocco B. Commisso


57


Chairman and Chief Executive
    OfficerMark E. Stephan


50


Executive Vice President and Chief
    Financial OfficerJohn G. Pascarelli


45


Executive Vice President,
    OperationsItalia Commisso Weinand


53


Senior Vice President,
    Programming & Human ResourcesJoseph E. Young


58


Senior Vice President, General
    Counsel & SecretaryCharles J. Bartolotta


52


Senior Vice President, Customer
    OperationsCalvin G. Craib


52


Senior Vice President, Business
    DevelopmentBrian M. Walsh


41


Senior Vice President &
    Corporate ControllerCraig S. Mitchell


48


DirectorWilliam S. Morris III


72


DirectorThomas V. Reifenheiser


71


DirectorNatale S. Ricciardi


58


DirectorRobert L. Winikoff


60


Director   Rocco B. Commisso
  Mark E. Stephan
 38




---



##### Table of Contents



John G. Pascarelli
  Italia Commisso Weinand
  Joseph E. Young
  Charles J. Bartolotta
  Calvin G. Craib
  Brian M. Walsh
  Craig S. Mitchell
  William S. Morris III 1999-2000.
  Thomas V. Reifenheiser
  Natale S. Ricciardi
 39




---



##### Table of Contents



Robert L. Winikoff
 PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    2006


2005Low


High


Low


HighFirst Quarter

$
5.36


$
6.01


$
5.30


$
6.72Second Quarter

$
5.85


$
6.98


$
5.44


$
7.06Third Quarter

$
5.97


$
7.25


$
6.71


$
7.51Fourth Quarter

$
7.00


$
8.41


$
4.79


$
7.47        40




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA      Year Ended December 31,2006(11)


2005


2004


2003


2002(Amounts in thousands, except per share data)Statement of Operations
    Data:Revenues

$
1,210,400


$
1,098,822


$
1,057,226


$
1,004,889


$
923,033Costs and expenses:Service costs


492,729



438,768



407,875



383,012



359,737Selling, general and
    administrative expenses


252,688



232,514



216,394



198,943



173,970Corporate expenses


25,445



22,287



19,276



17,237



18,075Depreciation and amortization


215,918



220,567



217,262



273,307



319,435Operating income


223,620



184,686



196,419



132,390



51,816Interest expense, net


(227,206
)


(208,264
)


(192,740
)


(190,199
)


(188,304
)Loss on early extinguishment of
    debt


(35,831
)


(4,742
)










(Loss) gain on derivative
    instruments, net


(15,798
)


12,555



16,125



9,057



(13,877
)Gain (loss) on sale of assets and
    investments, net






2,628



5,885



(1,839
)


Other expense, net


(9,973
)


(11,829
)


(12,061
)


(11,460
)


(11,093
)(Loss) income before income taxes


(65,188
)


(24,966
)


13,628



(62,051
)


(161,458
)Provision for income taxes


(59,734
)


(197,262
)


(76
)


(424
)


(200
)Net (loss) income

$
(124,922
)

$
(222,228
)

$
13,552


$
(62,475
)

$
(161,658
)Basic and diluted (loss) earnings
    per
    share:(1)Basic and diluted (loss) earnings
    per share

$
(1.13
)

$
(1.90
)

$
0.11


$
(0.53
)

$
(1.35
)Weighted average common shares
    outstanding(1)Basic weighted average shares
    outstanding


110,971



117,194



118,534



118,627



119,608Diluted weighted average share
    outstanding


110,971



117,194



118,543



118,627



119,608Balance Sheet Data (end of
    period):Total assets

$
3,652,350


$
3,649,498


$
3,635,655


$
3,662,763


$
3,703,974Total debt

$
3,144,599


$
3,059,651


$
3,009,632


$
3,051,493


$
3,019,211Total stockholders (deficit)
    equity

$
(94,814
)

$
59,107


$
293,512


$
285,114


$
346,541 41




---



##### Table of Contents



Year Ended December 31,2006(11)


2005


2004


2003


2002(Amounts in thousands, except per share data)Other Data:Adjusted
    OIBDA(2)

$
444,255


$
406,610


$
413,729


$
405,752


$
371,251Adjusted OIBDA
    margin(3)


36.7
%


37.0
%


39.1
%


40.4
%


40.2
%Ratio of earnings to fixed
    charges(4)










1.06







Net cash flows provided by
    (used in):Operating activities

$
176,905


$
179,095


$
224,611


$
206,900


$
172,596Investing activities

$
(210,235
)

$
(223,600
)

$
(177,424
)

$
(221,444
)

$
(421,602
)Financing activities

$
52,434


$
37,911


$
(49,127
)

$
9,135


$
216,923Operating Data: (end of
    period)Estimated homes
    passed(5)


2,829,000



2,807,000



2,785,000



2,755,000



2,715,000Basic
    subscribers(6)


1,380,000



1,423,000



1,458,000



1,543,000



1,592,000Digital
    customers(7)


528,000



494,000



396,000



383,000



371,000Data
    customers(8)


578,000



478,000



367,000



280,000



191,000Phone
    customers(9)


105,000



22,000











RGUs(10)


2,591,000



2,417,000



2,221,000



2,206,000



2,154,000     (1)
    
    Basic and diluted (loss) earnings per share is calculated based
    on the basic and diluted weighted average shares outstanding,
    respectively.(2)
    
    Adjusted OIBDA is not a financial measure calculated
    in accordance with generally accepted accounting principles
    (GAAP) in the United States. We define Adjusted OIBDA as
    operating income before depreciation and amortization and
    non-cash, share-based compensation charges.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 access our performance in a manner similar to
    the methods used by management, and provides a measure that can
    be used to analyze, value and compare the companies in the cable
    television industry, which may have different depreciation and
    amortization policies, as well as different non-cash,
    share-based compensation programs. A limitation of Adjusted
    OIBDA, however, is 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. Management utilizes a separate process
    to budget, measure and evaluate capital expenditures. In
    addition, Adjusted OIBDA has the limitation of not reflecting
    the effect of our non-cash, share-based compensation charges.Adjusted OIBDA should not be regarded as an alternative to
    either operating income or net income (loss) as an indicator of
    operating performance nor should it be considered in isolation
    or a substitute for financial measures prepared in accordance
    with GAAP. We believe that operating income is the most directly
    comparable GAAP financial measure to Adjusted OIBDA. 42




---



##### Table of Contents



The following represents a reconciliation of Adjusted OIBDA to
    operating income, which is the most directly comparable GAAP
    measure (dollars in thousands):  Year Ended December 31,2006


2005


2004


2003


2002Adjusted OIBDA

$
444,255


$
406,610


$
413,729


$
405,752


$
371,251Non-cash share-based compensation
    and other share-based
    awards(A)


(4,717
)


(1,357
)


(48
)


(55
)


Depreciation and amortization


(215,918
)


(220,567
)


(217,262
)


(273,307
)


(319,435
)Operating income

$
223,620


$
184,686


$
196,419


$
132,390


$
51,816   (A)
    Includes approximately $239, $24, $48 and $55 for the year ended
    December 31, 2006, 2005, 2004 and 2003, respectively,
    related to the issuance of other share-based awards.  (3)
    
    Represents Adjusted OIBDA as a percentage of revenues. See
    note 2 above.(4)
    
    Earnings were insufficient to cover fixed charges by
    $66.1 million, $26.4 million, $66.9 million and
    $167.6 million for the year ended December 31, 2006,
    2005, 2003 and 2002, respectively. Refer to Exhibit 12.1.(5)
    
    Represents an estimate of the number of single residence homes,
    apartments and condominium units passed by the cable
    distribution network in a cable systems service area.(6)
    
    Represents a dwelling with one or more television sets that
    receives a package of
    over-the-air
    broadcast stations, local access channels or certain
    satellite-delivered cable television services. Accounts that are
    billed on a bulk basis, which typically receive discounted
    rates, are converted into full-price equivalent basic
    subscribers by dividing total bulk billed basic revenues of a
    particular system by the average cable rate charged to basic
    subscribers in that system. Basic subscribers include
    connections to schools, libraries, local government offices and
    employee households that may not be charged for limited and
    expanded cable services, but may be charged for digital cable,
    VOD, HDTV, DVR or high-speed Internet service. Customers who
    exclusively purchase high-speed Internet or phone service are
    not counted as basic subscribers. Our methodology of calculating
    the number of basic subscribers may not be identical to those
    used by other companies offering similar services.(7)
    
    Represents customers that receive digital video services.(8)
    
    Represents residential HSD customers and small to medium-sized
    commercial cable modem accounts billed at higher rates than
    residential customers. Small to medium-sized commercial accounts
    generally represent customers with bandwidth requirements of up
    to 10Mbps. These commercial accounts are converted to equivalent
    residential data customers by dividing their associated revenues
    by the applicable residential rate. Our data customers exclude
    large commercial accounts and include an insignificant number of
    dial-up
    customers. Our methodology of calculating data customers may not
    be identical to those used by other companies offering similar
    services.(9)
    
    Represents customers that receive phone service.(10)
    
    RGUs, or revenue generating units, represent the total of basic
    subscribers and digital, data and phone customers at the end of
    each period.(11)
    
    Effective January 1, 2006, the Company adopted SFAS No.
    123(R) (See Note 8 in the Notes to Consolidated Financial
    Statements). 43




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
          Hurricane
    Losses in 2004 and 2005
        Adjusted
    OIBDA
   44




---



##### Table of Contents



Actual
    Results of Operations
  Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
    Year Ended December 31,2006


2005


$ Change


% ChangeRevenues

$
1,210,400


$
1,098,822


$
111,578



10.2
%Costs and expenses:Service costs


492,729



438,768



53,961



12.3
%Selling, general and
    administrative expenses


252,688



232,514



20,174



8.7
%Corporate expenses


25,445



22,287



3,158



14.2
%Depreciation and amortization


215,918



220,567



(4,649
)


(2.1
)%Operating income


223,620



184,686



38,934



21.1
%Interest expense, net


(227,206
)


(208,264
)


(18,942
)


9.1
%Loss on early extinguishment of
    debt


(35,831
)


(4,742
)


(31,089
)


NM(Loss) gain on derivatives, net


(15,798
)


12,555



(28,353
)


NMGain on sale of assets and
    investments, net






2,628



(2,628
)


NMOther expense, net


(9,973
)


(11,829
)


(1,856
)


(15.7
)%Loss before provision for income
    taxes


(65,188
)


(24,966
)


(40,222
)


NMProvision for income taxes


(59,734
)


(197,262
)


(137,528
)


NMNet loss

$
(124,922
)

$
(222,228
)

$
(97,306
)


NMAdjusted OIBDA

$
444,255


$
406,610


$
37,645



9.3
%  45




---



##### Table of Contents



Year Ended December 31,2006


2005


$ Change


% ChangeAdjusted OIBDA

$
444,255


$
406,610


$
37,645



9.3
%Non-cash, share-based compensation
    and other
    share-based
    awards(1)


(4,717
)


(1,357
)


(3,360
)


NMDepreciation and amortization


(215,918
)


(220,567
)


4,649



(2.1
)%Operating income

$
223,620


$
184,686


$
38,934



21.1
%     (1)
    
    Includes approximately $239 and $24 for the year ended
    December 31, 2006 and 2005, respectively, related to the
    issuance of other share-based awards.  Revenues
    Year Ended December 31,2006


2005


$ Change


% ChangeVideo

$
882,878


$
849,760


$
33,118



3.9
%Data


236,598



194,835



41,763



21.4
%Phone


26,592



1,109



25,483



NMAdvertising


64,332



53,118



11,214



21.1
%$
1,210,400


$
1,098,822


$
111,578



10.2
%   Year Ended December 31,


Increase/2006


2005


(Decrease)


% ChangeBasic subscribers


1,380,000



1,423,000



(43,000
)


(3.0
)%Data customers


578,000



478,000



100,000



20.9
%Phone customers


105,000



22,000



83,000



NMAverage monthly video revenue per
    basic subscriber(1)

$
52.47


$
49.01


$
3.46



7.1
%Average monthly data revenue per
    data customer(2)

$
37.68


$
37.18


$
0.50



1.3
%     (1)
    
    Average monthly video revenue per basic subscriber is calculated
    based on monthly video revenue divided by the average number of
    basic subscribers for each of the twelve months.(2)
    
    Average monthly data revenue per data customer is calculated
    based on monthly data revenue divided by the average number of
    data customers for each of the twelve months.    pay-per-view
 46




---



##### Table of Contents



year-over-year
      Costs
    and Expenses
           47




---



##### Table of Contents



Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    (Loss)
    gain on Derivatives, Net
  mark-to-market mark-to-market
  Loss
    on Early Extinguishment of Debt
    Provision
    for Income Taxes
  Accounting for Income
    Taxes
    Net
    Loss
   48




---



##### Table of Contents



Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
    Year Ended December 31,2005


2004


$ Change


% ChangeRevenues

$
1,098,822


$
1,057,226


$
41,596



3.9
%Costs and expenses:Service costs


438,768



407,875



30,893



7.6
%Selling, general and
    administrative expenses


232,514



216,394



16,120



7.4
%Corporate expenses


22,287



19,276



3,011



15.6
%Depreciation and amortization


220,567



217,262



3,305



1.5
%Operating income


184,686



196,419



(11,733
)


(6.0
)%Interest expense, net


(208,264
)


(192,740
)


(15,524
)


8.1
%Loss on early extinguishment of
    debt


(4,742
)






(4,742
)


NMGain on derivatives, net


12,555



16,125



(3,570
)


NMGain on sale of assets and
    investments, net


2,628



5,885



(3,257
)


NMOther expense, net


(11,829
)


(12,061
)


232



(1.9
)%(Loss) income before provision for
    income taxes


(24,966
)


13,628



(38,594
)


NMProvision for income taxes


(197,262
)


(76
)


(197,186
)


NMNet (loss) income

$
(222,228
)

$
13,552


$
(235,780
)


NMAdjusted OIBDA

$
406,610


$
413,729


$
(7,119
)


(1.7
)%    Year Ended December 31,2005


2004


$ Change


% ChangeAdjusted OIBDA

$
406,610


$
413,729


$
(7,119
)


(1.7
)%Non-cash share-based compensation
    and other share-based
    awards(1)


(1,357
)


(48
)


(1,309
)


NMDepreciation and amortization


(220,567
)


(217,262
)


(3,305
)


1.5
%Operating Income

$
184,686


$
196,419


$
(11,733
)


(6.0
)%     (1)
    
    Includes approximately $24 and $48 for the year ended
    December 31, 2005 and 2004, respectively, related to the
    issuance of other share-based awards.  Revenues
    Year Ended December 31,2005


2004


$ Change


% ChangeVideo

$
849,760


$
848,864


$
896



0.1
%Data


194,835



156,284



38,551



24.7
%Advertising


53,118



52,078



1,040



2.0
%Telephone


1,109







1,109



NM$
1,098,822


$
1,057,226


$
41,596



3.9
%   49




---



##### Table of Contents



Year Ended December 31,2005


2004


Increase/(Decrease)Basic subscribers


1,423,000



1,458,000



(35,000
)


(2.4
)%Data customers


478,000



367,000



111,000



30.2
%Phone customers


22,000







22,000



NMAverage monthly video revenue per
    basic subscriber(1)

$
49.01


$
47.57


$
1.44



3.0
%Average monthly data revenue per
    data subscriber(2)

$
37.18


$
39.35


$
(2.17
)


(5.5
%)     (1)
    
    Average monthly video revenue per basic subscriber is calculated
    based on monthly revenue divided by the average number of basic
    subscribers for each of the twelve months.(2)
    
    Average monthly date revenue per data subscriber is calculated
    based on monthly data revenue divided by the average number of
    data subscribers for each of the twelve months.      year-over-year
      Costs
    and Expenses
     50




---



##### Table of Contents



Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, net
  ,
  Gain
    on Derivatives, net
  mark-to-market mark-to-market
  Gain
    on Sale of Assets and Investments, net
    Other
    Expense
   51




---



##### Table of Contents



Provision
    for Income Taxes
        Net
    (Loss) Income
    Liquidity
    and Capital Resources
       52




---



##### Table of Contents



Operating
    Activities
    mark-to-market
  Investing
    Activities
    Financing
    Activities
      
    On May 5, 2006, LLC Group 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.
    On May 5, 2006, Broadband Group refinanced a
    $495.0 million term loan with a new term loan in the amount
    of $800.0 million. The new term loan consists of two
    tranches: (i) a $550.0 million term loan which was
    funded on May 5, 2006; and (ii) a $250.0 million
    delayed-draw term loan (the Delayed-Draw Term Loan).
    Borrowings under the new term loan bear interest at a rate that
    is 0.25% less than the interest rate of 53




---



##### Table of Contents



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.  
    On June 29, 2006, borrowings under the Delayed-Draw Term
    Loan were used as follows: (i) to repay the Companys
    5.25% convertible senior notes due July 1, 2006, plus
    accrued and unpaid interest; (ii) to reduce borrowings (but
    not commitments) outstanding under the revolving credit portion
    of our subsidiary credit facilities; and (iii) for working
    capital purposes.
    On July 17, 2006, we redeemed all of our outstanding
    11% Notes due 2013 with available funds from our subsidiary
    credit facilities.
    On October 5, 2006, we issued $300.0 million of
    8.5% Notes due 2015, and used the proceeds to reduce
    borrowings (but not commitments) outstanding under the revolving
    portion of our subsidiary credit facilities.
    Pursuant to our Board authorized share repurchase program, we
    repurchased approximately 5.8 million shares of our
    Class A common stock for approximately $34.4 million
    during the year ended December 31, 2006.  Other
  mark-to-market
    Contractual
    Obligations and Commercial Commitments
    Capital


Operating


Interest


PurchaseDebt


Leases


Leases


Expense(1)


Obligations


Total2007

$
74,500


$
1,063


$
4,863


$
236,443


$
10,050


$
326,9192008


94,500



36



2,587



231,314



4,590



333,0272009


121,000







1,981



224,850



3,581



351,4122010


88,500







1,612



216,573







306,6852011


264,500







1,342



201,910







467,752Thereafter


2,500,500







1,922



454,733







2,957,155Total cash obligations

$
3,143,500


$
1,099


$
14,307


$
1,565,823


$
18,221


$
4,742,950     *
    
    Refer to Note 7 to our consolidated financial statements
    for a discussion of our long-term debt, and to Note 12 for
    a discussion of our operating leases and other commitments and
    contingencies.(1)
    
    Interest payments on floating rate debt and interest rate swaps
    are estimated using amounts outstanding as of December 31,
    2006 and the average interest rates applicable under such debt
    obligations. 54




---



##### Table of Contents



Critical
    Accounting Policies
    Property,
    Plant and Equipment
    Indefinite-lived
    Intangibles
  Goodwill
    and Other Intangible Assets
  No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,
     55




---



##### Table of Contents



Income
    Taxes
      Share-based
    Compensation
    Recent
    Accounting Pronouncements
  Accounting for Certain Hybrid Financial
    Instruments, Amendment of FASB Statement No. 133 and
    140 Accounting for Derivative Instruments and Hedging
    Activities Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities
  Accounting for Servicing of Financial
    Assets  an Amendment of FASB Statement No 140
 56




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes 
    an interpretation of SFAS No. 109 Accounting for Income
    Taxes.
  Fair Value Measurements
    The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115
  Inflation
    and Changing Prices
   57




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  mark-to-market
    Bank Credit


Capital LeaseSenior Notes


Facilities


Obligations


TotalExpected Maturity:January 1, 2007 to
    December 31, 2007





$
74,500


$
1,063


$
75,563January 1, 2008 to
    December 31, 2008






94,500



36



94,536January 1, 2009 to
    December 31, 2009






121,000







121,000January 1, 2010 to
    December 31, 2010






88,500







88,500January 1, 2011 to
    December 31, 2011


125,000



139,500







264,500Thereafter


1,000,000



1,500,500







2,500,500Total

$
1,125,000


$
2,018,500


$
1,099


$
3,144,599Fair Value

$
1,156,250


$
2,018,500


$
1,099


$
3,175,849Weighted Average Interest Rate


8.9
%


6.8
%


3.1
%


7.6
%  58




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Contents
  PageReport of
    Independent Registered Public Accounting Firm


60Consolidated
    Balance Sheets as of December 31, 2006 and 2005


62Consolidated
    Statements of Operations for the Year Ended December 31,
    2006, 2005 and 2004


63Consolidated
    Statements of Changes in Stockholders (Deficit) Equity for
    the Year Ended December 31, 2006, 2005 and 2004


64Consolidated
    Statements of Cash Flows for the Year Ended December 31,
    2006, 2005 and 2004


65Notes to
    Consolidated Financial Statements


66Financial Statement
    Schedule: Schedule II  Valuation and Qualifying
    Accounts


89  59




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm      Consolidated financial statements and financial statement
    schedule
  s
    Internal control over financial reporting
  Internal Control  Integrated Framework Internal Control 
    Integrated Framework
   60




---



##### Table of Contents



61




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2006


2005(All dollar amounts in thousands)ASSETSCURRENT ASSETSCash

$
36,385


$
17,281Accounts receivable, net of
    allowance for doubtful accounts of $2,173 and $3,078,
    respectively


75,722



63,845Prepaid expenses and other current
    assets


17,248



23,046Deferred tax asset


2,467



2,782Total current assets


131,822



106,954Investment in cable television
    systems:Property, plant and equipment, net
    of accumulated depreciation of $1,423,911 and $1,229,738,
    respectively


1,451,134



1,453,588Franchise rights, net of
    accumulated amortization of $140,947


1,803,898



1,803,898Goodwill


221,382



221,382Subscriber lists and other
    intangible assets, net of accumulated amortization of $159,848
    and $157,755, respectively


11,827



13,896Total investment in cable
    television systems


3,488,241



3,492,764Other assets, net of accumulated
    amortization of $22,288 and $24,617, respectively


32,287



49,780Total assets

$
3,652,350


$
3,649,498LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCURRENT LIABILITIESAccounts payable and accrued
    expenses

$
275,611


$
270,137Deferred revenue


46,293



41,073Current portion of long-term debt


75,563



222,770Total current liabilities


397,467



533,980Long-term debt, less current
    portion


3,069,036



2,836,881Deferred tax liabilities


259,300



200,090Other non-current liabilities


21,361



19,440Total liabilities


3,747,164



3,590,391Commitments and contingencies
    (Note 12)STOCKHOLDERS (DEFICIT) EQUITYClass A common stock,
    $.01 par value; 300,000,000 shares authorized;
    93,825,218 shares issued and 82,761,606 shares
    outstanding as of December 31, 2006 and
    93,280,535 shares issued and 88,050,009 shares
    outstanding as of December 31, 2005


938



933Class B common stock,
    $.01 par value; 100,000,000 shares authorized;
    27,061,237 and 27,336,939 shares issued and outstanding as
    of December 31, 2006 and December 31, 2005,
    respectively


271



274Deferred compensation






(4,857
)Additional paid-in capital


991,113



990,584Accumulated deficit


(1,026,113
)


(901,191
)Treasury stock, at cost,
    11,063,612 and 5,230,526 shares of Class A common
    stock, as of December 31, 2006 and December 31, 2005,
    respectively


(61,023
)


(26,636
)Total stockholders (deficit)
    equity


(94,814
)


59,107Total liabilities and
    stockholders (deficit) equity

$
3,652,350


$
3,649,498    62




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2006


2005


2004(Amounts in thousands, except per share amounts)Revenues

$
1,210,400


$
1,098,822


$
1,057,226Costs and expenses:Service costs (exclusive of
    depreciation and amortization of $215,918, $220,567, $217,262,
    respectively, shown separately below)


492,729



438,768



407,875Selling, general and
    administrative expenses


252,688



232,514



216,394Corporate expenses


25,445



22,287



19,276Depreciation and amortization


215,918



220,567



217,262Operating income


223,620



184,686



196,419Interest expense, net


(227,206
)


(208,264
)


(192,740
)Loss on early extinguishment of
    debt


(35,831
)


(4,742
)


(Loss) gain on derivatives, net


(15,798
)


12,555



16,125Gain on sale of assets and
    investments, net






2,628



5,885Other expense, net


(9,973
)


(11,829
)


(12,061
)(Loss) income before provision for
    income taxes


(65,188
)


(24,966
)


13,628Provision for income taxes


(59,734
)


(197,262
)


(76
)Net (loss) income

$
(124,922
)

$
(222,228
)

$
13,552Basic weighted average shares
    outstanding


110,971



117,194



118,534Basic (loss) earnings per share

$
(1.13
)

$
(1.90
)

$
0.11Diluted weighted average shares
    outstanding


110,971



117,194



118,543Diluted (loss) earnings per share

$
(1.13
)

$
(1.90
)

$
0.11    63




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS (DEFICIT)
    EQUITY
  Class A


Class B


AdditionalCommon


Common


Paid-In


Accumulated


Treasury


DeferredStock


Stock


Capital


Deficit


Stock


Compensation


Total(All dollar amounts in thousands)Balance, December 31,
    2003

$
913


$
289


$
982,390


$
(692,515
)

$
(5,963
)

$



$
285,114Net income














13,552











13,552Issuance of common stock in
    employee stock purchase plan


2







1,027















1,029Transfer of stock


15



(15
)


















Treasury stock, at cost


















(6,183
)






(6,183
)Balance, December 31,
    2004

$
930


$
274


$
983,417


$
(678,963
)

$
(12,146
)

$



$
293,512Net loss














(222,228
)










(222,228
)Issuance of common stock in
    employee stock purchase plan


3







977















980Issuance of restricted stock units,
    net of forfeitures










6,190











(6,190
)


Amortization of deferred
    compensation






















1,333



1,333Treasury stock, at cost


















(14,490
)






(14,490
)Balance, December 31,
    2005

$
933


$
274


$
990,584


$
(901,191
)

$
(26,636
)

$
(4,857
)

$
59,107Net loss














(124,922
)










(124,922
)Share-based compensation










4,478















4,478Issuance of common stock in
    employee stock purchase plan


2







908















910Issuance of restricted stock units,
    net of forfeitures


















(60
)






(60
)Deferred compensation


3







(4,860
)










4,857



Treasury stock, at cost


















(34,327
)






(34,327
)Transfer of stock






(3
)


3







Balance, December 31,
    2006

$
938


$
271


$
991,113


$
(1,026,113
)

$
(61,023
)

$



$
(94,814
)    64




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2006


2005


2004(All dollar amounts in thousands)CASH FLOWS PROVIDED BY OPERATING
    ACTIVITIES:Net (loss) income

$
(124,922
)

$
(222,228
)

$
13,552Adjustments to reconcile net
    (loss) income to net cash provided by operating activities:Depreciation and amortization


215,918



220,567



217,262Loss (gain) on derivatives, net


15,798



(12,555
)


(16,125
)Gain on sale of assets and
    investments, net






(2,628
)


(5,885
)Loss on early extinguishment of
    debt


11,206



4,742



Amortization of deferred financing
    costs


5,998



8,613



8,725Share-based compensation


4,478



1,333



Deferred income taxes


59,527



197,306



780Changes in assets and liabilities,
    net of effects from acquisitions:Subscriber accounts receivable, net


(11,877
)


(5,592
)


(1,043
)Prepaid expenses and other current
    assets


118



(3,053
)


457Accounts payable and accrued
    expenses


400



(6,722
)


6,961Deferred revenue


5,220



2,366



2,073Other non-current liabilities


(4,959
)


(3,054
)


(2,146
)Net cash flows provided by
    operating activities


176,905



179,095



224,611CASH FLOWS USED IN INVESTING
    ACTIVITIES:Capital expenditures


(210,235
)


(228,216
)


(181,362
)Acquisition of cable television
    systems










(3,372
)Proceeds from sale of assets and
    investments






4,616



10,556Other investing activities










(3,246
)Net cash flows used in investing
    activities


(210,235
)


(223,600
)


(177,424
)CASH FLOWS PROVIDED BY (USED IN)
    FINANCING ACTIVITIES:New borrowings


2,181,000



849,750



247,872Repayment of debt


(1,823,552
)


(799,731
)


(289,732
)Redemption of senior notes


(572,500
)


(202,834
)


Issuance of senior notes


300,000



200,000



Repurchases of Class A common
    stock


(34,386
)


(14,490
)


(6,183
)Proceeds from issuance of common
    stock in employee stock purchase plan


909



954



1,029Financing costs


(2,953
)


(11,845
)


(8,147
)Other financing
    activities  book overdrafts


3,916



16,107



6,034Net cash flows provided by (used
    in) financing activities


52,434



37,911



(49,127
)Net decrease in cash


19,104



(6,594
)


(1,940
)CASH, beginning of period


17,281



23,875



25,815CASH, end of period

$
36,385


$
17,281


$
23,875SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:Cash paid during the period for
    interest, net of amounts capitalized

$
247,507


$
205,411


$
186,835    65




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    ORGANIZATION    2.
    LIQUIDITY
    AND CAPITAL RESOURCES    3.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis
    of Preparation of Consolidated Financial
    Statements
  Share-Based Payment
  Revenue
    Recognition
    Allowance
    for Doubtful Accounts
     66




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Cash
    and Cash Equivalents
    Concentration
    of Credit Risk
    Property,
    Plant and Equipment
    Buildings


40 yearsLeasehold improvements


Life of respective leaseCable systems and equipment and
    subscriber devices


5 to 20 yearsVehicles


3 to 5 yearsFurniture, fixtures and office
    equipment


5 years       Capitalized
    Software Costs
  No. 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use.
 67




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Marketing
    and Promotional Costs
    Intangible
    Assets
  Goodwill and
    Other Intangible Assets,
          Other
    Assets
    Segment
    Reporting
  Disclosure about Segments of an
    Enterprise and Related Information,
 68




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Accounting
    for Derivative Instruments
  Accounting for Derivative
    Instruments and Hedging Activities, Accounting for Certain
    Derivative Instruments and Certain Hedging Activities-an
    amendment of FASB Statement No. 133, Amendment of Statement 133
    on Derivative Instruments and Hedging Activities. one-to-one
  Accounting
    for Asset Retirement
  Accounting
    for Asset Retirement Obligations, rights-of-way
    Accounting
    for Long-Lived Assets
  Accounting
    for the Impairment or Disposal of Long-Lived Assets,
 69




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Programming
    Costs
    Share-based
    Compensation
  Share-Based
    Payment
  Income
    Taxes
  Accounting for
    Income Taxes
    Comprehensive
    Income
  Reporting Comprehensive
    Income,
 70




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Reclassifications
    Recent
    Accounting Pronouncements
  Accounting for Certain Hybrid Financial
    Instruments, Amendment of FASB Statement No. 133 and
    140 Accounting for Derivative Instruments and Hedging
    Activities Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities
  Accounting for Servicing of Financial
    Assets  an Amendment of FASB Statement No 140
  Accounting for Uncertainty in Income Taxes 
    an interpretation of SFAS No. 109 Accounting for Income
    Taxes.
  Fair Value Measurements
    The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115
  4.
    EARNINGS
    PER SHARE  Earnings per Share
 71




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          For the Year Ended December 31,2006


2005


2004Net





Loss


Net





Loss


Net





EarningsLoss


Shares


per Share


Loss


Shares


per Share


Income


Shares


per ShareBasic (loss) earnings per share

$
(124,922
)


110,971


$
(1.13
)

$
(222,228
)


117,194


$
(1.90
)

$
13,552



118,534


$
0.11Effect of dilutive securities:Conversion of convertible senior
    notes


































Assumed exercise of stock options






























9



Diluted (loss) earnings per share

$
(124,922
)


110,971


$
(1.13
)

$
(222,228
)


117,194


$
(1.90
)

$
13,552



118,543


$
0.11  72




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  5.
    PROPERTY,
    PLANT AND EQUIPMENT    December 31,


December 31,2006


2005Cable systems, equipment and
    subscriber devices

$
2,711,273


$
2,531,840Vehicles


65,554



64,729Furniture, fixtures and office
    equipment


49,716



38,955Buildings and leasehold
    improvements


41,140



40,653Land and land improvements


7,362



7,1492,875,045



2,683,326Accumulated depreciation


(1,423,911
)


(1,229,738
)Property, plant and equipment, net

$
1,451,134


$
1,453,588     6.
    ACCOUNTS
    PAYABLE AND ACCRUED EXPENSES    December 31,


December 31,2006


2005Accrued programming costs

$
49,537


$
52,807Accrued interest


44,741



65,282Accounts payable


32,146



6,329Accrued taxes and fees


30,502



30,617Accrued payroll and benefits


27,220



25,824Book overdrafts(1)


22,414



26,330Other accrued expenses


23,836



25,080Accrued property, plant and
    equipment


18,542



14,839Accrued service costs


16,062



12,933Subscriber advance payments


10,611



10,096$
275,611


$
270,137     (1)
    
    Book overdrafts represent outstanding checks in excess of funds
    on deposit at the Companys disbursement accounts. 73




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   7.
    DEBT    December 31,


December 31,2006


2005Bank credit facilities

$
2,018,500


$
1,658,75011% senior notes due 2006






400,00077/8% senior
    notes due 2011


125,000



125,00091/2% senior
    notes due 2013


500,000



500,00081/2% senior
    notes due 2015


500,000



200,00051/4% convertible
    senior notes due 2006






172,500Capital lease obligations


1,099



3,401$
3,144,599


$
3,059,651Less: Current portion


75,563



222,770Total long-term debt

$
3,069,036


$
2,836,881   Bank
    Credit Facilities
             74




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
               75




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    ,
    Interest
    Rate Exchange Agreements
  mark-to-market
  mark-to-market mark-to-market
  Senior
    Notes
  7 8 7 8 7 8 7 8
  1 2 1 2 1 2 1 2
   76




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   1 2 1 2 1 2
    1 2
    Convertible
    Senior Notes
  1 4
  Loss
    on Early Extinguishment of Debt
    Fair
    Value and Debt Maturities
    77/8% senior
    notes due 2011

$
127,50091/2% senior
    notes due 2013


517,50081/2% senior
    notes due 2015


511,250$
1,156,250     2007

$
75,5632008


94,5362009


121,0002010


88,5002011


264,500Thereafter


2,500,500$
3,144,599  77




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  8.
    STOCKHOLDERS
    (DEFICIT) EQUITY    Stock
    Repurchase Plans
    Share-based
    Compensation
    Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
  Share-Based
    Payment
 78




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Impact
    of the Adoption of SFAS No. 123(R)
      Year EndedDecember 31,2006Share-based compensation expense
    by type of award:Employee stock options

$
2,240Employee stock purchase plan


287Restricted stock units


1,951Total share-based compensation
    expense


4,478Tax effect on stock-based
    compensation expense


Effect on net loss

$
(4,478
)Effect on loss per share:Basic and diluted


(0.04
)      79




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Pro
    Forma Information for Periods Prior to the Adoption of
    SFAS No. 123(R)
    For the Year Ended December 31,2005


2004Net (loss) income, as reported

$
(222,228
)

$
13,552Add: Total stock-based
    compensation expense included in net loss (income) as reported
    above


1,333



Deduct: Total stock based
    compensation expense determined under fair value based method of
    all awards


(5,024
)


(5,459
)Pro forma, net (loss) income

$
(225,919
)

$
8,093Basic and diluted (loss) earnings
    per share:As reported

$
(1.90
)

$
0.11Pro forma

$
(1.93
)

$
0.07   Valuation
    Assumptions
    Employee Stock Purchase PlansEmployee Stock Option Plans


Year EndedYear Ended December 31,


December 31,2006


2005


2006


2005Dividend yield


0
%


0
%


0
%


0
%Expected volatility


55.3
%


45.0
%


33.0
%


45.0
%Risk free interest rate


4.8
%


4.0
%


4.7
%


4.0
%Expected option life (in years)


4.1



6.0



0.5



0.5Forfeiture rate


14.0
%


14.0
%






    80




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Weighted AverageRemainingWeighted Average


Contractual


Aggregate IntrinsicShares


Exercise Price


Term (In Years)


Value (in thousands)Outstanding at January 1, 2006


4,931,915


$
14.12Granted


415,000



5.73Exercised


(14,000
)


6.94Forfeited


(234,670
)


13.85Expired






Outstanding at December 31,
    2006


5,098,245


$
13.35



4.5


$
822Vested or expected to vest at
    December 31, 2006


4,954,230


$
13.54



4.5


$
725Exercisable at December 31,
    2006


4,069,569


$
15.06



4.3


$
130       Weighted AverageShares


Exercise PriceOutstanding at December 31,
    2003


11,743,315


$
17.60Granted


217,000



8.12Exercised






Forfeited


(293,056
)


16.94Outstanding at December 31,
    2004


11,667,259


$
17.92Granted


580,000



5.91Exercised






Forfeited


(7,315,344
)


18.85Outstanding at December 31,
    2005


4,931,915


$
14.12    81




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Options Outstanding


Options ExercisableWeighted











WeightedAverage


Weighted


Aggregate





Average


Weighted


AggregateNumber of


Remaining


Average


Intrinsic


Number of


Remaining


Average


IntrinsicRange of


Shares


Contractual


Exercise


Value


Shares


Contractual


Exercise


ValueExercise Prices


Outstanding


Life


Price


(In Thousands)


Outstanding


Life


Price


(In Thousands)$
5.00  $12.00



2,508,405



5.7 years


$
7.81


$
822



1,479,729



6.1 years


$
8.68


$
130$
12.01  $18.00



441,700



4.3 years



17.25







441,700



4.3 years



17.25



$
18.01  $22.00



2,148,140



3.1 years



19.01







2,148,140



3.1 years



19.01



5,098,245



4.5 years


$
13.35


$
822



4,069,569



4.3 years


$
15.06


$
130       Restricted
    Stock Units
      Number of


WeightedNon-Vested


Average GrantShare Unit Awards


Date Fair ValueUnvested Awards at January 1,
    2006


1,132,300


$
5.46Granted


484,700



5.77Awards Vested


(41,250
)


5.78Forfeited


(96,325
)


5.54Unvested Awards at
    December 31, 2006


1,479,425


$
5.55  82




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Employee
    Stock Purchase Plan
    9.
    INCOME
    TAXES    2006


2005


2004Tax (benefit) provision at the
    United States statutory rate

$
(22,808
)

$
(8,738
)

$
4,770State taxes, net of federal tax
    benefit


9,124



9,836



49Valuation allowance


72,450



195,667



(4,750
)Permanent items and other


968



497



7Total income tax expense

$
59,734


$
197,262


$
76    83




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    2006


2005Current deferred tax assets:Unrealized loss on investments

$



$
Accrued liabilities


6,383



5,999Allowance for doubtful accounts


848



1,204Total current deferred tax assets


7,231



7,203Less: Valuation allowance


(4,764
)


(4,421
)Current deferred tax assets, net

$
2,467


$
2,782Long-term deferred tax assets:Net operating losses


812,970



671,955Capital loss


9,997



11,254Other assets


7,310



9,384Valuation allowance


(547,023
)


(425,059
)Long-term deferred tax assets, net

$
283,254


$
267,534Long-term deferred tax liabilities:Investment in cable television
    systems:Tangible fixed assets and
    definite-lived intangible assets


285,720



270,317Indefinite-lived intangible assets


256,834



197,307Long-term deferred tax liabilities

$
542,554


$
467,624Long-term deferred tax
    liabilities, net

$
259,300


$
200,090        84




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        Accounting for Uncertainty in Income Taxes 
    An Interpretation of SFAS No. 109
  10.
    RELATED
    PARTY TRANSACTIONS      11.
    EMPLOYEE
    BENEFIT PLANS   85




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   12.
    COMMITMENTS
    AND CONTINGENCIES  Lease
    and Rental Agreements
    2007

$
4,8632008


2,5872009


1,9812010


1,6122011


1,342Thereafter


1,922$
14,307     Letters
    of Credit
    Legal
    Proceedings
    Gary Ogg
    and Janice Ogg v. Mediacom, LLC class-wide rights-of-way
 86




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   13.
    HURRICANE
    LOSSES IN 2004 AND 2005        14.
    SALE OF
    ASSETS AND INVESTMENTS    15.
    SUBSEQUENT
    EVENTS  month-to-month 45-days
   87




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   16.
    SELECTED
    QUARTERLY FINANCIAL DATA (all amounts in thousands, except per
    share data):  First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(Unaudited)2006(1)Revenues

$
289,348


$
302,421


$
305,556


$
313,075Operating income


52,696



59,850



55,963



55,111Net (loss) income


(37,208
)


5,725



(89,827
)


(3,612
)Basic and diluted net (loss)
    income per share

$
(0.33
)

$
0.05


$
(0.82
)

$
(0.03
)Basic weighted average common
    shares outstanding


113,529



110,922



109,689



109,798Diluted weighted average common
    shares outstanding


113,529



110,922



109,689



109,7982005Revenues

$
266,244


$
277,332


$
274,959


$
280,287Operating income


45,049



51,766



45,161



42,710Net loss


(841
)


(5,989
)


(2,731
)


(212,667
)Basic and diluted net loss per
    share

$
(0.01
)

$
(0.05
)

$
(0.02
)

$
(1.82
)Basic weighted average common
    shares outstanding


117,861



117,488



116,864



116,580Diluted weighted average common
    shares outstanding


117,861



117,488



116,864



116,5802004Revenues

$
263,439


$
267,599


$
261,025


$
265,163Operating income


51,564



52,932



42,876



49,047Net (loss) income


(5,739
)


30,129



(12,807
)


1,969Basic and diluted net (loss)
    income per share

$
(0.05
)

$
0.25


$
(0.11
)

$
0.02Basic weighted average common
    shares outstanding


118,723



118,806



118,523



118,088Diluted weighted average common
    shares outstanding


118,723



128,065



118,523



118,088   (1)
    
    Effective January 1, 2006, the Company adopted SFAS No.
    123(R) (see Note 8). 88




---



##### Table of Contents



Schedule II  MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  VALUATION
    AND QUALIFYING ACCOUNTS
  Additions


DeductionsBalance at


Charged to


Charged to


Charged to


Charged toBeginning of


Costs


Other


Costs


Other


Balance atPeriod


and Expenses


Accounts


and Expenses


Accounts


end of Period(All dollar amounts in thousands)December 31,
    2004Allowance for doubtful accounts:Current receivables

$
3,524


$
1,658


$
347


$
1,870


$



$
3,659Valuation allowance:Deferred tax assets

$
228,201


$



$



$
5,429


$



$
222,772December 31,
    2005Allowance for doubtful accounts:Current receivables

$
3,659


$
1,622


$



$
1,831


$
372


$
3,078Valuation allowance:Deferred tax assets

$
222,772


$
206,708


$



$



$



$
429,480December 31,
    2006Allowance for doubtful accounts:Current receivables

$
3,078


$
4,148


$



$
5,053


$



$
2,173Valuation allowance:Deferred tax assets

$
429,480


$
122,307


$



$



$



$
551,787   ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES      Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 89




---



##### Table of Contents




    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements.  Because of its inherent limitations, internal control over
    financial reporting may not prevent or detect misstatements.
    Also, projections of any evaluation of effectiveness to future
    periods are subject to the risks that controls may become
    inadequate because of changes in conditions, or that the degree
    of compliance with the policies or procedures may deteriorate.      ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   90




---



##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  (a)
    Financial
    Statements  Form 10-K
  (b)
    Exhibits  Regulation S-K,
  ExhibitNumber

Exhibit Description3
.1

Restated Certificate of
    Incorporation of Mediacom Communications Corporation(1)3
.2

By-laws of Mediacom Communications
    Corporation(1)4
.1

Form of certificate evidencing
    share of Class A common stock(1)4
.2

Indenture relating to
    77/8% senior
    notes due 2011 of Mediacom LLC and Mediacom Capital
    Corporation(2)4
.3

Indenture relating to
    91/2% senior
    notes due 2013 of Mediacom LLC and Mediacom Capital
    Corporation(3)4
.4

Indenture relating to
    81/2% senior
    notes due 2015 of Mediacom LLC and Mediacom Capital
    Corporation(4)10
.1(a)

Credit Agreement, dated as of
    October 21, 2004, among the operating subsidiaries of
    Mediacom LLC, the lenders thereto and JPMorgan Chase Bank, as
    administrative agent for the lenders(5)10
.1(b)

Amendment No. 1, dated as of
    May 5, 2006, to the Credit Agreement, dated as of
    October 21, 2004, among the operating subsidiaries of
    Mediacom LLC, the lenders thereto and JPMorgan Chase Bank, as
    administrative agent for the lenders(6)10
.2(a)

Amendment and Restatement, dated
    December 16, 2004, of Credit Agreement, dated as of
    July 18, 2001, among the operating subsidiaries of Mediacom
    Broadband LLC, the lenders thereto and JPMorgan Chase Bank, as
    administrative agent for the lenders(7)10
.2(b)

Amendment No. 1, dated as of
    October 11, 2005, to the Amendment and Restatement, dated
    as of December 16, 2004, of Credit Agreement, dated as of
    July 18, 2001, among the operating subsidiaries of Mediacom
    Broadband LLC, the lenders thereto and JP Morgan Chase Bank, as
    administrative agent for the lenders(8)10
.2(c)

Amendment No. 2, dated as of
    May 5, 2006, to the Amendment and Restatement, dated as of
    December 16, 2004, of Credit Agreement, dated as of
    July 18, 2001, among the operating subsidiaries of Mediacom
    Broadband LLC, the lenders thereto and JPMorgan Chase Bank, as
    administrative agent for the lenders(6)10
.3

Incremental Facility Agreement,
    dated as of May 5, 2006, between the operating subsidiaries
    of Mediacom LLC, the lenders signatory thereto and JPMorgan
    Chase Bank, N.A., as administrative agent(6)10
.4

Incremental Facility Agreement,
    dated as of May 5, 2006, between the operating subsidiaries
    of Mediacom Broadband LLC, the lenders signatory thereto and
    JPMorgan Chase Bank. N.A., as administrative agent(6) 91




---



##### Table of Contents



ExhibitNumber

Exhibit Description10
.5*

Form of Amended and Restated
    Registration Rights Agreement by and among Mediacom
    Communications Corporation, Rocco B. Commisso, BMO Financial,
    Inc., CB Capital Investors, L.P., Chase Manhattan Capital, L.P.,
    Morris Communications Corporation, Private Market Fund, L.P. and
    U.S. Investor, Inc.(1)10
.6

Fifth Amended and Restated
    Operating Agreement of Mediacom LLC(9)10
.7

Amended and Restated Limited
    Liability Company Operating Agreement of Mediacom Broadband
    LLC(10)10
.8*

Compensation Agreement of Rocco
    Commisso(11)10
.9

2001 Employee Stock Purchase
    Plan(12)10
.10(a)*

2003 Incentive Plan(13)10
.10(b)*

Form of Option Agreement(14)10
.10(c)*

Form of Restricted Stock Unit
    Award Agreement(14)12
.1

Schedule of Computation of Ratio
    of Earnings to Fixed Charges21
.1

Subsidiaries of Mediacom
    Communications Corporation23
.1

Consent of PricewaterhouseCoopers
    LLP31
.1

Rule 13a-14(a)
    Certifications32
.1

Section 1350 Certifications   (c)
    Financial
    Statement Schedule  Form 10-K
    *
    
    Compensatory Plan(1)
    
    Filed as an exhibit to the Registration Statement on
    Form S-1
    (File No.
    333-90879)
    of Mediacom Communications Corporation and incorporated herein
    by reference.(2)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1998 of Mediacom LLC
    and Mediacom Capital Corporation and incorporated herein by
    reference.(3)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2000 of Mediacom
    Communications Corporation and incorporated herein by reference.(4)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated August 30, 2005, of Mediacom Broadband LLC and
    Mediacom Broadband Corporation and incorporated herein by
    reference.(5)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2004 of
    Mediacom Communications Corporation and incorporated herein by
    reference.(6)
    
    Filed as an exhibit to the Quarterly Report of
    Form 10-Q
    for the quarterly period ended March 31, 2006 of Mediacom
    Communications Corporation and incorporated herein by reference.(7)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004 of Mediacom
    Communications Corporation and incorporated herein by reference.(8)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005 of
    Mediacom Communications Corporation and incorporated herein by
    reference.(9)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1999 of Mediacom
    Communications Corporation and incorporated herein by reference.(10)
    
    Filed as an exhibit to the Registration Statement on
    Form S-4
    (File No.
    333-72440)
    of Mediacom Broadband LLC and Mediacom Broadband Corporation and
    incorporated herein by reference.(11)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2004 of Mediacom
    Communications Corporation and incorporated herein by reference. 92




---



##### Table of Contents



(12)
    
    Filed as an exhibit to the Registration Statement on
    Form S-8
    (File No.
    333-68306)
    of Mediacom Communications Corporation and incorporated herein
    by reference.(13)
    
    Filed as Exhibit A to the definitive Proxy Statement of
    Mediacom Communications Corporation filed with the SEC on
    April 30, 2003 and incorporated herein by reference.(14)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2006 of Mediacom
    Communications Corporation and incorporated herein by reference. 93




---



##### Table of Contents



SIGNATURES
    Mediacom Communications Corporation
   By:
    /s/  Rocco
    B. Commisso  Rocco B. Commisso
     Signature

Title

Date/s/  Rocco
    B. CommissoRocco
    B. Commisso

Chairman and Chief Executive
    Officer (principal executive officer)

March 8, 2007/s/  Mark
    E. StephanMark
    E. Stephan

Executive Vice President and Chief
    Financial Officer (principal financial officer and principal
    accounting officer)

March 8, 2007/s/  William
    S. Morris
    IIIWilliam
    S. Morris III

Director

March 8, 2007/s/  Craig
    S. MitchellCraig
    S. Mitchell

Director

March 8, 2007/s/  Thomas
    V.
    ReifenheiserThomas
    V. Reifenheiser

Director

March 8, 2007/s/  Natale
    S.
    RicciardiNatale
    S. Ricciardi

Director

March 8, 2007/s/  Robert
    L. WinikoffRobert
    L. Winikoff

Director

March 8, 2007  94