##### Table of Contents





UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, 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, 2008
  Commission File Number: 0-29227
 Mediacom Communications
    Corporation
 (Exact name of Registrant as
    specified in its charter)
  Delaware

06-1566067(State of
    incorporation)

(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 Class

Name of Each Exchange on Which RegisteredClass A Common Stock, $0.01 par value per share

The 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. þ
  Rule 12b-2
  Large accelerated filer
    o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    Company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





MEDIACOM
    COMMUNICATIONS CORPORATION
  2008
    FORM 10-K
    ANNUAL REPORT
  TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


4Item 1A.


Risk Factors


23Item 1B.


Unresolved Staff Comments


30Item 2.


Properties


30Item 3.


Legal Proceedings


31Item 4.


Submission of Matters to a Vote of Security
    Holders


31Item 4A.


Directors and Executive Officers of the
    Registrant


31PART IIItem 5.


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


34Item 6.


Selected Financial Data


35Item 7.


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


38Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


53Item 8.


Financial Statements and Supplementary Data


54Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


85Item 9A.


Controls and Procedures


85Item 9B.


Other Information


86PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


86Item 11.


Executive Compensation


86Item 12.


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


86Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


86Item 14.


Principal Accounting Fees and Services


87PART IVItem 15.


Exhibits, Financial Statement Schedules


87EX-2.3: ASSET TRANSFER AGREEMENTEX-10.11.B: FORM OF STOCK OPTION AGREEMENT FOR EXECUTIVE OFFICERSEX-10.11.C: FORM OF RETRICTED STOCK UNIT AWARD AGREEMENT FOR EXECUTIVE OFFICERSEX-10.12.B: FORM OF STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORSEX-10.12.C: FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORSEX-12.1: SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-21.1: SUBSIDIARIESEX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1: CERTIFICATIONSEX-32.1: CERTIFICATIONS    Form 10-K Form 10-K Form 10-K. Form 10-K. Form 10-K,
 2




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




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Introduction
  50-100
  video-on-demand
      Recent
    Developments
  Share
    Exchange Agreement with an Affiliate of Morris
    Communications
      Available
    Information and Website
  (845) 695-2600 www.mediacomcc.com Form 10-K, Form 10-Q, Form 8-K
 4




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##### Table of Contents



Description
    of Our Cable Systems
  Overview
    2008(12)


2007


2006


2005


2004Operating Data:Core VideoEstimated homes
    passed(1)


2,854,000



2,836,000



2,829,000



2,807,000



2,785,000Basic
    subscribers(2)


1,318,000



1,324,000



1,380,000



1,423,000



1,458,000Basic
    penetration(3)


46.2
%


46.7
%


48.8
%


50.7
%


52.4
%Digital CableDigital
    customers(4)


643,000



557,000



528,000



494,000



396,000Digital
    penetration(5)


48.8
%


42.1
%


38.3
%


34.7
%


27.2
%High Speed DataHSD
    customers(6)


737,000



658,000



578,000



478,000



367,000HSD
    penetration(7)


25.8
%


23.2
%


20.4
%


17.0
%


13.2
%PhoneEstimated marketable phone
    homes(8)


2,604,000



2,550,000



2,300,000



1,450,000



Phone
    customers(9)


248,000



185,000



105,000



22,000



Phone
    penetration(10)


9.5
%


7.3
%


4.6
%


1.5
%


Revenue Generating
    Units(11)


2,946,000



2,724,000



2,591,000



2,417,000



2,221,000    (1)
    
    Represents the estimated number of single residence homes,
    apartments and condominium units passed by the cable
    distribution network. Estimated homes passed is based on the
    best information currently available.(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 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. This conversion method is
    consistent with the methodology used in determining payments
    made to programmers. 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, HSD, phone
    or other services. Customers who exclusively purchase HSD 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 20 Mbps, and are converted to equivalent residential HSD
    customers by dividing their associated revenues by the
    applicable residential rate. Customers who take our scalable,
    fiber-based enterprise network products and services are not
    counted as HSD 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.(8)
    
    Represents estimated number of homes to which we offer phone
    service and is based upon the best information currently
    available.(9)
    
    Represents customers receiving phone service.(10)
    
    Represents the number of total phone customers as a percentage
    of estimated marketable phone homes. 5




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(11)
    
    Represents the sum of basic subscribers and digital, HSD and
    phone customers.(12)
    
    Does not reflect the completion of the Exchange Agreement on
    February 13, 2009. See Note 11 to our consolidated
    financial statements for more information.  Our
    Service Areas
  50-100
  DMA Rank

Designated Market Area3

Chicago, IL15

Minneapolis  St. Paul, MN36

Greenville  Spartanburg  Anderson, SC60

Mobile, AL  Pensacola, FL (Ft. Walton, FL)71

Des Moines  Ames, IA74

Springfield, MO78

Paducah, KY  Cape Girardeau, MO 
    Harrisburg, IL83

Champaign & Springfield  Decatur, IL88

Cedar Rapids  Waterloo  Iowa City &
    Dubuque, IA97

Davenport, IA  Rock Island  Moline, IL   Products
    and Services
  Video
  line-ups
  Broadcast Basic Service.
  Family Basic Service.
    Digital Service.
 6




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Pay-Per-View
    Service. pay-per-view
  Video-On-Demand. pay-per-view
  High-Definition Television.
  Digital Video Recorders.
  and/or
  Mediacom
    Online
  e-mail e-mail,
    Mediacom
    Phone
    Mediacom
    Business Services
  e-mail,
 7




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Advertising
      Marketing
    and Sales
    e-tailers
  Customer
    Care
    Contact
    Centers
  e-Care
 8




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Network
    Management and Field Operations
      Community
    Relations
  Cable in the Classroom Get Ready
    for Digital TV 18-month
    Franchises
         9




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Programming
    Supply
        Technology
       10




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##### Table of Contents



Competition
    Video
  Direct
    Broadcast Satellite Providers
        Traditional
    Overbuilds
   11




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##### Table of Contents



Local
    Telephone Companies
    Other
    HSD
  dial-up
        Phone
     12




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Other
    Competition
    Employees
   13




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##### Table of Contents



Legislation
    and Regulation
  General
    Federal
    Regulation
    Subscriber
    Rates and Program Tiering
    a la carte a la carte
    a la carte
  Content
    Regulations
  Must
    Carry and Retransmission Consent
     14




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line-up,
        Tier Buy
    Through
     15




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Use of
    Our Cable Systems by the Government and Unrelated Third
    Parties
          Franchise
    Matters
  and/or and/or
  Ownership
    Limitations
   16




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Cable
    Equipment
  tm
      Pole
    Attachment Regulation
     17




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##### Table of Contents



Multiple
    Dwelling Unit Building Wiring
    Copyright
  line-ups
   18




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##### Table of Contents



Privacy
    and Data Security
   19




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##### Table of Contents



and/or e-commerce,
  HSD
    Service
       20




---



##### Table of Contents



Voice-over-Internet
    Protocol Telephony
        State
    and Local Regulation
   21




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##### Table of Contents




    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. 22




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS  Risks
    Related to our Operations
  Our
    products and services face a great deal of competition that
    could adversely affect our business, financial condition and
    results of operations.
      and/or dial-up
    Weakening
    economic conditions may adversely impact our business, financial
    condition and results of operations.
    We may
    be unable to keep pace with rapid technological change that
    could adversely affect our business and our results of
    operations.
   23




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The
    continuing increases in programming costs may have an adverse
    affect on our results of operations.
      We may
    be unable to secure necessary hardware, software,
    telecommunications and operational support that may impair our
    ability to provision and service our customers and adversely
    affect our business.
  e-mail and/or
  We
    depend on network and information systems and other
    technologies. A disruption or failure in such systems and
    technologies could have a material adverse affect on our
    business, financial condition and results of
    operations.
    Our
    business depends on certain intellectual property rights and on
    not infringing on the intellectual property rights of
    others.
   24




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##### Table of Contents



and/or and/or and/or
  Some
    of our cable systems operate in the Gulf Coast region, which
    historically has experienced severe hurricanes and tropical
    storms.
    The
    loss of key personnel could have a material adverse effect on
    our business.
    Risks
    Related to our Financial Condition
  We are
    exposed to risks caused by disruptions in the capital and credit
    markets, which could have an adverse affect on our business,
    financial condition and results of operations.
     25




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We
    have substantial debt, we are highly leveraged and we have
    significant interest payment requirements, which could limit our
    operational flexibility and have an adverse affect on our
    financial condition and results of operations.
  and/or
     26




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We are
    a holding company, and if our operating subsidiaries are unable
    to make funds available to us, we may not be able to fund their
    indebtedness and other obligations.
    and/or
  A
    default under our indentures or our credit facilities could
    result in an acceleration of our indebtedness and other material
    adverse effects.
    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.
    We
    have a history of net losses and we may continue to generate net
    losses in the future.
   27




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Changes
    to our valuation account for deferred tax assets can cause our
    net income or net loss to fluctuate significantly.
        Impairment
    of our goodwill and other intangible assets could cause
    significant losses.
    Goodwill and Other
    Intangible Assets,
    Risks
    Related to Legislative and Regulatory Matters
  Changes
    in cable regulations could adversely impact our
    business.
   28




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##### Table of Contents



Additional
    regulation of rates charged for our services could impair future
    revenues.
    Denials
    of franchise renewals or continued absence of franchise parity
    can adversely impact our business.
      Changes
    in carriage requirements could impose additional cost burdens on
    us.
    Pending
    FCC and court proceedings could adversely affect our HSD
    service.
    Our
    phone service may become subject to additional
    regulation.
    Changes
    in pole attachment regulations or actions by pole owners could
    significantly increased our pole attachment costs.
   29




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##### Table of Contents



Changes
    in compulsory copyright regulations could significantly increase
    our license fees.
    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   30




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ITEM 3.
    LEGAL
    PROCEEDINGS  Gary Ogg
    and Janice Ogg v. Mediacom LLC
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 4A.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT    31




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##### Table of Contents



Name

Age

TitleRocco B. Commisso


59


Chairman and Chief Executive OfficerMark E. Stephan


52


Executive Vice President and Chief Financial OfficerJohn G. Pascarelli


47


Executive Vice President, OperationsItalia Commisso Weinand


55


Senior Vice President, Programming & Human ResourcesJoseph E. Young


60


Senior Vice President, General Counsel & SecretaryCharles J. Bartolotta


54


Senior Vice President, Customer OperationsCalvin G. Craib


54


Senior Vice President, Business DevelopmentBrian M. Walsh


43


Senior Vice President & Corporate ControllerThomas V. Reifenheiser


73


DirectorNatale S. Ricciardi


60


DirectorRobert L. Winikoff


62


Director   Rocco B. Commisso
  Mark E. Stephan
  John G. Pascarelli
  Italia Commisso Weinand
  Joseph E. Young
  Charles J. Bartolotta
 32




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##### Table of Contents



Calvin G. Craib
  Brian M. Walsh
  Thomas V. Reifenheiser
  Natale S. Ricciardi
  Robert L. Winikoff
 33




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    2008


2007Low


High


Low


HighFirst Quarter

$
3.97


$
5.27


$
7.54


$
8.25Second Quarter

$
4.15


$
6.52


$
8.20


$
10.03Third Quarter

$
4.91


$
8.40


$
7.05


$
10.30Fourth Quarter

$
2.00


$
5.81


$
3.93


$
7.36        34




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA      2008(11)


2007


2006(12)


2005


2004(Amounts in thousands, except per share data and operating
    data)Statement of Operations Data:Revenues

$
1,401,894


$
1,293,375


$
1,210,400


$
1,098,822


$
1,057,226Costs and expenses:Service costs


585,362



544,072



492,729



438,768



407,875Selling, general and administrative expenses


278,942



264,006



252,688



232,514



216,394Corporate expenses


30,824



27,637



25,445



22,287



19,276Depreciation and amortization


227,910



235,331



215,918



220,567



217,262Operating income


278,856



222,329



223,620



184,686



196,419Interest expense, net


(213,333
)


(239,015
)


(227,206
)


(208,264
)


(192,740
)Loss on early extinguishment of debt










(35,831
)


(4,742
)


(Loss) gain on derivative instruments, net


(54,363
)


(22,902
)


(15,798
)


12,555



16,125(Loss) gain on sale of cable systems, net


(21,308
)


11,079







2,628



5,885Other expense, net


(9,133
)


(9,054
)


(9,973
)


(11,829
)


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


(19,281
)


(37,563
)


(65,188
)


(24,966
)


13,628Provision for income taxes


(58,213
)


(57,566
)


(59,734
)


(197,262
)


(76
)Net (loss) income

$
(77,494
)

$
(95,129
)

$
(124,922
)

$
(222,228
)

$
13,552Basic and diluted (loss) earnings per
    share:(1)Basic and diluted (loss) earnings per share

$
(0.81
)

$
(0.88
)

$
(1.13
)

$
(1.90
)

$
0.11Weighted average common shares
    outstanding(1)Basic weighted average shares outstanding


95,548



107,828



110,971



117,194



118,534Diluted weighted average share outstanding


95,548



107,828



110,971



117,194



118,543Balance Sheet Data (end of period):Total assets

$
3,718,989


$
3,615,210


$
3,652,350


$
3,649,498


$
3,635,655Total debt

$
3,316,000


$
3,215,033


$
3,144,599


$
3,059,651


$
3,009,632Total stockholders (deficit) equity

$
(346,644
)

$
(253,089
)

$
(94,814
)

$
59,107


$
293,512 35




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##### Table of Contents



2008(11)


2007


2006(12)


2005


2004(Amounts in thousands, except per share data and operating data)Cash Flow Data:Net cash flows provided by (used in):Operating activities

$
268,715


$
188,792


$
176,905


$
179,095


$
224,611Investing activities

$
(289,825
)

$
(202,335
)

$
(210,235
)

$
(223,600
)

$
(177,424
)Financing activities

$
68,833


$
(3,454
)

$
52,434


$
37,911


$
(49,127
)Other Data:Adjusted
    OIBDA(2)

$
511,951


$
462,979


$
444,255


$
406,610


$
413,729Adjusted OIBDA
    margin(3)


36.5
%


35.8
%


36.7
%


37.0
%


39.1
%Ratio of earnings to fixed
    charges(4)


















1.06Operating Data: (end of period)Estimated homes
    passed(5)


2,854,000



2,836,000



2,829,000



2,807,000



2,785,000Basic
    subscribers(6)


1,318,000



1,324,000



1,380,000



1,423,000



1,458,000Digital
    customers(7)


643,000



557,000



528,000



494,000



396,000HSD
    customers(8)


737,000



658,000



578,000



478,000



367,000Phone
    customers(9)


248,000



185,000



105,000



22,000



RGUs(10)


2,946,000



2,724,000



2,591,000



2,417,000



2,221,000     (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. It
    is also a significant performance measure in our annual
    incentive compensation programs. 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 industry, which may
    have different depreciation and amortization policies, as well
    as different non-cash, share-based compensation programs.
    Adjusted OIBDA and similar measures are used in calculating
    compliance with the covenants of our debt arrangements. 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. 36




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The following represents a reconciliation of Adjusted OIBDA to
    operating income, which is the most directly comparable GAAP
    measure (dollars in thousands):  2008


2007


2006


2005


2004Adjusted OIBDA

$
511,951


$
462,979


$
444,255


$
406,610


$
413,729Non-cash, share-based compensation and other share-based
    awards(A)


(5,185
)


(5,319
)


(4,717
)


(1,357
)


(48
)Depreciation and amortization


(227,910
)


(235,331
)


(215,918
)


(220,567
)


(217,262
)Operating income

$
278,856


$
222,329


$
223,620


$
184,686


$
196,419   (A)
    Includes approximately $17, $20, $239, $24, and $48 for the
    years ended December 31, 2008, 2007, 2006, 2005 and 2004,
    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
    $20.7 million, $38.3 million, $66.1 million and
    $26.4 million for the years ended December 31, 2008,
    2007, 2006, and 2005, 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. Estimated homes passed is based on the
    best available information.(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 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. This conversion
    method is consistent with the methodology used in determining
    payments to programmers. 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, HSD, phone
    or other services. Customers who exclusively purchase HSD 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.(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 20Mbps, 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. Our methodology of calculating HSD
    customers may not be identical to those used by other companies
    offering similar services.(9)
    
    Represents estimated number of homes to which we market phone
    service, and is based upon the best available information.(10)
    
    Represents the sum of basic subscribers and digital, HSD and
    phone customers.(11)
    
    Does not give effect to the completion of the Exchange Agreement
    on February 13, 2009. See Note 11 to our consolidated
    financial statements for more information.(12)
    
    Effective January 1, 2006, we adopted
    SFAS No. 123(R). See Note 8 to our consolidated
    financial statements. 37




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
        Revenues,
    Costs and Expenses
  pay-per-view
         38




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##### Table of Contents



Adjusted
    OIBDA
      Actual
    Results of Operations
  Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
    Year Ended December 31,2008


2007


$ Change


% ChangeRevenues

$
1,401,894


$
1,293,375


$
108,519



8.4
%Costs and expenses:Service costs (exclusive of depreciation and amortization)


585,362



544,072



41,290



7.6
%Selling, general and administrative expenses


278,942



264,006



14,936



5.7
%Corporate expenses


30,824



27,637



3,187



11.5
%Depreciation and amortization


227,910



235,331



(7,421
)


(3.2
)%Operating income


278,856



222,329



56,527



25.4
%Interest expense, net


(213,333
)


(239,015
)


25,682



(10.7
)%Loss on derivatives, net


(54,363
)


(22,902
)


(31,461
)


NM(Loss) gain on sale of cable systems, net


(21,308
)


11,079



(32,387
)


NMOther expense, net


(9,133
)


(9,054
)


(79
)


0.9
%Loss before provision for income taxes


(19,281
)


(37,563
)


18,282



(48.7
)%Provision for income taxes


(58,213
)


(57,566
)


(647
)


1.1
%Net loss

$
(77,494
)

$
(95,129
)

$
17,635



(18.5
)%Adjusted OIBDA

$
511,951


$
462,979


$
48,972



10.6
%  39




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##### Table of Contents



Year Ended December 31,2008


2007


$ Change


% ChangeAdjusted OIBDA

$
511,951


$
462,979


$
48,972



10.6
%Non-cash, share-based compensation and other share-based
    awards(1)


(5,185
)


(5,319
)


134



(2.5
)%Depreciation and amortization


(227,910
)


(235,331
)


7,421



(3.2
)%Operating income

$
278,856


$
222,329


$
56,527



25.4
%     (1)
    
    Includes approximately $17 and $20
    for the years ended December 31, 2008 and 2007,
    respectively, related to the issuance of other share-based
    awards.  Revenues
    Year Ended December 31,2008


2007


$ Change


% ChangeVideo

$
921,098


$
891,594


$
29,504



3.3
%HSD


324,764



278,853



45,911



16.5
%Phone


89,970



55,892



34,078



61.0
%Advertising


66,062



67,036



(974
)


(1.5
)%Total

$
1,401,894


$
1,293,375


$
108,519



8.4
%   December 31,


Increase/2008


2007


(Decrease)


% ChangeBasic subscribers


1,318,000



1,324,000



(6,000
)


(0.5
)%Digital customers


643,000



557,000



86,000



15.4
%HSD customers


737,000



658,000



79,000



12.0
%Phone customers


248,000



185,000



63,000



34.1
%RGUs(1)


2,946,000



2,724,000



222,000



8.1
%Average total monthly revenue per basic
    subscriber(2)

$
88.44


$
79.72


$
8.72



10.9
%     (1)
    
    RGUs represent the total of basic
    subscribers and digital, HSD and phone customers.(2)
    
    Represents total average monthly
    revenues for the year divided by total average basic subscribers
    during such period.     40




---



##### Table of Contents



and/or
        Costs
    and Expenses
          Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
   41




---



##### Table of Contents



Loss
    on Derivatives, Net
    (Loss)
    Gain on Sale of Cable Systems, Net
    Other
    Expense, Net
    Provision
    for Income Taxes
  Accounting for Income
    Taxes.
    Net
    Loss
   42




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##### Table of Contents



Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
    Year Ended December 31,2007


2006


$ Change


% ChangeRevenues

$
1,293,375


$
1,210,400


$
82,975



6.9
%Costs and expenses:Service costs (exclusive of depreciation and amortization)


544,072



492,729



51,343



10.4
%Selling, general and administrative expenses


264,006



252,688



11,318



4.5
%Corporate expenses


27,637



25,445



2,192



8.6
%Depreciation and amortization


235,331



215,918



19,413



9.0
%Operating income


222,329



223,620



(1,291
)


(0.6
)%Interest expense, net


(239,015
)


(227,206
)


(11,809
)


5.2
%Loss on early extinguishment of debt






(35,831
)


35,831



NMLoss on derivatives, net


(22,902
)


(15,798
)


(7,104
)


45.0
%Gain on sale of cable systems, net


11,079







11,079



NMOther expense


(9,054
)


(9,973
)


919



(9.2
)%Loss before provision for income taxes


(37,563
)


(65,188
)


27,625



(42.4
)%Provision for income taxes


(57,566
)


(59,734
)


2,168



(3.6
)%Net loss

$
(95,129
)

$
(124,922
)

$
29,793



(23.8
)%Adjusted OIBDA

$
462,979


$
444,255


$
18,724



4.2
%     Year Ended December 31,2007


2006


$ Change


% ChangeAdjusted OIBDA

$
462,979


$
444,255


$
18,724



4.2
%Non-cash, share-based compensation and other share-based
    awards(1)


(5,319
)


(4,717
)


(602
)


12.8
%Depreciation and amortization


(235,331
)


(215,918
)


(19,413
)


9.0
%Operating income

$
222,329


$
223,620


$
(1,291
)


(0.6
)%     (1)
    
    Includes approximately $20 and $239 for the years ended
    December 31, 2007 and 2006, respectively, related to the
    issuance of other share-based awards.  Revenues
    Year Ended December 31,2007


2006


$ Change


% ChangeVideo

$
891,594


$
881,530


$
10,064



1.1
%HSD


278,853



237,542



41,311



17.4
%Phone


55,892



26,996



28,896



107.0
%Advertising


67,036



64,332



2,704



4.2
%Total

$
1,293,375


$
1,210,400


$
82,975



6.9
%  43




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##### Table of Contents



December 31,


Increase/2007


2006


(Decrease)


% ChangeBasic subscribers


1,324,000



1,380,000



(56,000
)


(4.1
)%Digital customers


557,000



528,000



29,000



5.5
%HSD customers


658,000



578,000



80,000



13.8
%Phone customers


185,000



105,000



80,000



76.2
%RGUs


2,724,000



2,591,000



133,000



5.1
%Average total monthly revenue per basic subscriber

$
79.72


$
71.97


$
7.75



10.8
%     (1)
    
    RGUs represent the total of basic
    subscribers and digital, HSD and phone customers.(2)
    
    Represents total average monthly
    revenues for the year divided by total average basic subscribers
    during such period.    and/or
        Costs
    and Expenses
     44




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##### Table of Contents



Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    Loss
    on Derivatives, Net
    Loss
    on Early Extinguishment of Debt
    Provision
    for Income Taxes
  Accounting for Income
    Taxes.
  Net
    Loss
   45




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##### Table of Contents



Liquidity
    and Capital Resources
  Overview
      Recent
    Developments in the Credit Markets
      Bank
    Credit Facilities
  ,
   46




---



##### Table of Contents



Interest
    Rate Swaps
        Senior
    Notes
    Covenant
    Compliance and Debt Ratings
     47




---



##### Table of Contents



Operating
    Activities
      Investing
    Activities
      Financing
    Activities
         48




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Operating


Interest


PurchaseDebt


Leases


Expense(1)


Obligations(2)


Total2009

$
124,500


$
6,212


$
195,313


$
49,101


$
375,1262010-2011


365,000



9,930



339,666



23,152



737,7482012-2013


647,250



5,282



236,507



250



889,289Thereafter


2,179,250



8,531



145,919







2,333,700Total cash obligations

$
3,316,000


$
29,955


$
917,405


$
72,503


$
4,335,863     *
    
    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,
    2008 and the average interest rates applicable under such debt
    obligations.(2)
    
    We have contracts with programmers who provide video programming
    services to our subscribers. Our contracts typically provide
    that we have an obligation to purchase video programming for our
    subscribers as long as we deliver cable services to such
    subscribers. We have no obligation to purchase these services if
    we are not providing cable services, except when we do not have
    the right to cancel the underlying contract or for contracts
    with a guaranteed minimum commitment. We have included such
    amounts in our Purchase Obligations above, as follows:
    $18.4 million for 2009, $0.6 million for
    2010-2011
    and $0.3 million for
    2012-2013.  Critical
    Accounting Policies
    Property,
    Plant and Equipment
  Financial Reporting by Cable Television
    Companies.
 49




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##### Table of Contents



Valuation
    and Impairment Testing of Indefinite-lived
    Intangibles
    Goodwill and Other Intangible Assets
    No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,
         50




---



##### Table of Contents



Income
    Taxes
      Share-based
    Compensation
    Recent
    Accounting Pronouncements
  Fair
    Value Measurements. No. FAS 157-2,
 51




---



##### Table of Contents




    Level 1  Quoted market prices in active markets
    for identical assets or liabilities.
    Level 2  Observable market based inputs or
    unobservable inputs that are corroborated by market data.
    Level 3  Unobservable inputs that are not
    corroborated by market data.    The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115.
  Business Combinations,
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133.
  Inflation
    and Changing Prices
   52




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        Bank CreditSenior Notes


Facilities


TotalExpected Maturity:January 1, 2009 to December 31, 2009





$
124,500


$
124,500January 1, 2010 to December 31, 2010






92,000



92,000January 1, 2011 to December 31, 2011


125,000



148,000



273,000January 1, 2012 to December 31, 2012






72,000



72,000January 1, 2013 to December 31, 2013


500,000



75,250



575,250Thereafter


500,000



1,679,250



2,179,250Total

$
1,125,000


$
2,191,000


$
3,316,000Fair Value

$
790,000


$
1,420,773


$
2,210,773Weighted Average Interest Rate


8.9
%


4.3
%


5.8
%  53




---



##### 



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


55Consolidated Balance Sheets as of
    December 31, 2008 and 2007


56Consolidated Statements of Operations for the
    Years ended December 31, 2008, 2007 and 2006


57Consolidated Statements of Changes in
    Stockholders (Deficit) Equity for the Years ended
    December 31, 2008, 2007 and 2006


58Consolidated Statements of Cash Flows for the
    Years ended December 31, 2008, 2007 and 2006


59Notes to Consolidated Financial Statements


60Financial Statement Schedule:
    Schedule II  Valuation and Qualifying
    Accounts


85   54




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm    Internal Control 
    Integrated Framework
         55




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2008


2007(Amounts in thousands)ASSETSCURRENT ASSETSCash

$
67,111


$
19,388Accounts receivable, net of allowance for doubtful accounts of
    $2,774 and $2,107 respectively


81,086



81,509Prepaid expenses and other current assets


17,615



20,630Deferred tax assets


8,260



2,424Assets held for sale


1,693



649Total current assets


175,765



124,600Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation
    of $1,765,319 and $1,564,583, respectively


1,476,287



1,412,139Franchise rights


1,793,579



1,793,549Goodwill


220,646



220,646Subscriber lists and other intangible assets, net of accumulated
    amortization of $155,721 and $153,184 respectively


7,994



10,532Assets held for sale


10,933



28,927Total investment in cable television systems


3,509,439



3,465,793Other assets, net of accumulated amortization of $21,922 and
    $27,172 , respectively


33,785



24,817Total assets

$
3,718,989


$
3,615,210LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses and other current
    liabilities

$
268,574


$
246,915Deferred revenue


54,316



51,015Current portion of long-term debt


124,500



94,533Liabilities held for sale


2,020



570Total current liabilities


449,410



393,033Long-term debt, less current portion


3,191,500



3,120,500Deferred tax liabilities


380,650



316,602Other non-current liabilities


44,073



38,164Total liabilities


4,065,633



3,868,299Commitments and contingencies (Note 8)STOCKHOLDERS DEFICITClass A common stock, $.01 par value;
    300,000,000 shares authorized; 94,984,989 shares
    issued and 67,784,366 shares outstanding as of
    December 31, 2008 and 93,825,218 shares issued and
    82,761,606 shares outstanding as of December 31, 2007


950



943Class B common stock, $.01 par value;
    100,000,000 shares authorized; 27,001,944 shares
    issued and outstanding as of December 31, 2008 and
    December 31, 2007, respectively


270



270Additional paid-in capital


1,004,334



997,404Accumulated deficit


(1,198,734
)


(1,121,242
)Treasury stock, at cost, 27,200,623 and 22,281,222 shares
    of Class A common stock, as of December 31, 2008 and
    December 31, 2007, respectively


(153,464
)


(130,464
)Total stockholders deficit


(346,644
)


(253,089
)Total liabilities and stockholders deficit

$
3,718,989


$
3,615,210    56




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2008


2007


2006(Amounts in thousands)Revenues

$
1,401,894


$
1,293,375


$
1,210,400Costs and expenses:Service costs (exclusive of depreciation and amortization)


585,362



544,072



492,729Selling, general and administrative expenses


278,942



264,006



252,688Corporate expenses


30,824



27,637



25,445Depreciation and amortization


227,910



235,331



215,918Operating income


278,856



222,329



223,620Interest expense, net


(213,333
)


(239,015
)


(227,206
)Loss on early extinguishment of debt










(35,831
)Loss on derivatives, net


(54,363
)


(22,902
)


(15,798
)(Loss) gain on sale of cable systems, net


(21,308
)


11,079



Other expense, net


(9,133
)


(9,054
)


(9,973
)Loss before income taxes


(19,281
)


(37,563
)


(65,188
)Provision for income taxes


(58,213
)


(57,566
)


(59,734
)Net loss

$
(77,494
)

$
(95,129
)

$
(124,922
)Basic  weighted average shares outstanding


95,548



107,828



110,971Basic  loss per share

$
(0.81
)

$
(0.88
)

$
(1.13
)Diluted  weighted average shares outstanding


95,548



107,828



110,971Diluted  loss per share

$
(0.81
)

$
(0.88
)

$
(1.13
)    57




---



##### 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, 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
)Net loss














(95,129
)










(95,129
)Share-based compensation










5,299















5,299Issuance of common stock in employee stock purchase plan


2







962







(3
)






961Issuance of restricted stock units, net of forfeitures


2







(2
)






(402
)






(402
)Exercise of stock options, net










32















32Treasury stock, at cost


















(69,036
)






(69,036
)Transfer of stock


1



(1
)


















Balance, December 31, 2007

$
943


$
270


$
997,404


$
(1,121,242
)

$
(130,464
)

$



$
(253,089
)Net loss














(77,494
)










(77,494
)Share-based compensation










5,168















5,168Issuance of common stock in employee stock purchase plan


2







1,012















1,014Issuance of restricted stock units, net of forfeitures


















(609
)






(609
)Exercise of stock options, net










755















755Treasury stock, at cost


















(22,389
)






(22,389
)Transfer of stock


5







(5
)


2



(2
)






Balance, December 31, 2008

$
950


$
270


$
1,004,334


$
(1,198,734
)

$
(153,464
)

$



$
(346,644
)    58




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008


2007


2006(Amounts in thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(77,494
)

$
(95,129
)

$
(124,922
)Adjustments to reconcile net loss to net cash provided by
    operating activitiesDepreciation and amortization


227,910



235,331



215,918Loss on derivatives, net


54,363



22,902



15,798Write-down  assets held for sale


17,680







Loss (gain) on sale of cable systems, net


170



(11,079
)


Loss on early extinguishment of debt










11,206Amortization of deferred financing costs


5,070



4,884



5,998Share-based compensation


5,168



5,299



4,478Deferred income taxes


58,213



57,345



59,527Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable, net


(778
)


(6,342
)


(11,877
)Prepaid expenses and other assets


338



(5,360
)


118Accounts payable and accrued expenses


(21,983
)


(21,767
)


400Deferred revenue


3,301



4,722



5,220Other non-current liabilities


(3,243
)


(2,014
)


(4,959
)Net cash flows provided by operating activities

$
268,715


$
188,792


$
176,905CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures

$
(289,825
)

$
(227,409
)

$
(210,235
)Acquisition of cable system






(7,274
)


Proceeds from sales of cable systems






32,348



Net cash flows used in investing activities

$
(289,825
)

$
(202,335
)

$
(210,235
)CASH FLOWS FROM FINANCING ACTIVITIES:New borrowings

$
1,035,000


$
412,525


$
2,181,000Repayment of debt


(934,033
)


(342,091
)


(1,823,552
)Redemption/repayment of senior notes










(572,500
)Issuance of senior notes










300,000Repurchases of Class A common stock


(22,389
)


(69,036
)


(34,386
)Proceeds from issuance of common stock in employee stock
    purchase plan


1,012



962



909Other financing activities  book overdrafts


130



(5,814
)


3,916Financing costs


(10,887
)






(2,953
)Net cash flows provided by (used in) financing activities

$
68,833


$
(3,454
)

$
52,434Net increase (decrease) in cash


47,723



(16,997
)


19,104CASH, beginning of period


19,388



36,385



17,281CASH, end of period

$
67,111


$
19,388


$
36,385SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts
    capitalized

$
209,164


$
245,143


$
247,507    59




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##### 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
   60




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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.
 61




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##### 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
    No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,
     62




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Other
    Assets
    Segment
    Reporting
  Disclosure about Segments of an
    Enterprise and Related Information,
  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.
 63




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    for Asset Retirement
  Accounting for Asset
    Retirement Obligations,
    Accounting
    for Long-Lived Assets
  Accounting
    for the Impairment or Disposal of Long-Lived Assets,
  Programming
    Costs
    Share-based
    Compensation
   64




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income
    Taxes
  Accounting for
    Income Taxes
    Comprehensive
    Income
  Reporting Comprehensive
    Income,
  Reclassifications
    Recent
    Accounting Pronouncements
  Fair
    Value Measurements. No. FAS 157-2,
    
    Level 1  Quoted market prices in active markets
    for identical assets or liabilities. 65




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Level 2  Observable market based inputs or
    unobservable inputs that are corroborated by market data.
    Level 3  Unobservable inputs that are not
    corroborated by market data.    The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115.
  Business Combinations,
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133.
  4.
    EARNINGS
    PER SHARE  Earnings per Share.
 66




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          For the Year Ended December 31,2008


2007


2006Net





Amount


Net





Amount


Net





AmountLoss


Shares


per Share


Loss


Shares


per Share


Loss


Shares


per ShareBasic loss per share

$
(77,494
)


95,548


$
(0.81
)

$
(95,129
)


107,828


$
(0.88
)

$
(124,922
)


110,971


$
(1.13
)Effect of dilutive securities:Conversion of convertible senior notes


































Assumed exercise of stock options


































Diluted loss per share

$
(77,494
)


95,548


$
(0.81
)

$
(95,129
)


107,828


$
(0.88
)

$
(124,922
)


110,971


$
(1.13
)   5.
    PROPERTY,
    PLANT AND EQUIPMENT    December 31,


December 31,2008


2007Cable systems, equipment and subscriber devices

$
3,059,325


$
2,808,187Vehicles


72,759



67,468Furniture, fixtures and office equipment


60,028



53,005Buildings and leasehold improvements


41,941



40,880Land and land improvements


7,553



7,182$
3,241,606


$
2,976,722Accumulated depreciation


(1,765,319
)


(1,564,583
)Property, plant and equipment, net

$
1,476,287


$
1,412,139   Change
    in Estimate  Useful lives
   67




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Useful lives (in years)From


ToPlant and equipment


12



16Customer premise equipment


5



7       6.
    ACCOUNTS
    PAYABLE AND ACCRUED EXPENSES    December 31,


December 31,2008


2007Accrued interest

$
45,265


$
39,588Liability under interest rate exchange agreements


45,208



Accrued programming costs


37,848



43,596Accrued taxes and fees


31,198



27,617Accrued payroll and benefits


30,590



25,165Book overdrafts(1)


16,827



16,971Accrued service costs


14,320



18,114Accrued property, plant and equipment


13,606



11,588Subscriber advance payments


11,236



11,471Accrued telecommunications


5,058



15,687Accounts payable


464



18,528Other accrued expenses


16,954



18,590Accounts payable, accrued expenses and other current liabilities

$
268,574


$
246,915     (1)

    
    Book overdrafts represent outstanding checks in excess of funds
    on deposit at our disbursement accounts. We transfer funds from
    our depository accounts to our disbursement accounts upon daily
    notification of checks presented for payment. Changes in book
    overdrafts are reported as part of cash flows from financing
    activities in our consolidated statement of cash flows. 68




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##### Table of Contents



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


December 31,2008


2007Bank credit facilities

$
2,191,000


$
2,090,00077/8% senior
    notes due 2011


125,000



125,00091/2% senior
    notes due 2013


500,000



500,00081/2% senior
    notes due 2015


500,000



500,000Capital lease obligations






33$
3,316,000


$
3,215,033Less: Current portion


124,500



94,533Total long-term debt

$
3,191,500


$
3,120,500   Bank
    Credit Facilities
        1 2 5 8
     69




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          3 8 5 8
     70




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      ,
    Interest
    Rate Swaps
         71




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Senior
    Notes
  7 8 7 8 7 8 7 8
  1 2 1 2 1 2 1 2
    1 2 1 2 1 2 1 2
    1 2
      Convertible
    Senior Notes
  1 4
 72




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##### Table of Contents



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

$
97,50091/2% senior
    notes due 2013


375,00081/2% senior
    notes due 2015


317,500$
790,000Bank credit facilities

$
1,420,773     2009

$
124,5002010


92,0002011


273,0002012


72,0002013


575,250Thereafter


2,179,250Total

$
3,316,000   8.
    STOCKHOLDERS
    DEFICIT    Stock
    Repurchase Plans
    Share-based
    Compensation
   73




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Stock-Based Compensation Accounting for
    Stock Issued to Employees.
  Share-Based Payment,
  Impact of
    the Adoption of SFAS No. 123(R)
      Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2008


2007


2006Share-based compensation expense by type of award:Employee stock options

$
1,638



1,920



2,240Employee stock purchase plan


299



284



287Restricted stock units


3,231



3,095



1,951Total share-based compensation expense


5,168



5,299



4,478Tax effect on stock-based compensation expense










Effect on net loss

$
(5,168
)

$
(5,299
)

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

$
(0.05
)

$
(0.05
)

$
(0.04
)  74




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Transition Election Related
    to Accounting for Tax Effects of Shared-Based Payment
    Awards.
  Valuation
    Assumptions
    Employee Stock


Employee StockOption Plans


Purchase PlansYear Ended


Year EndedDecember 31,


December 31,2008


2007


2006


2008


2007


2006Dividend yield


0
%


0
%


0
%


0
%


0
%


0
%Expected volatility


48.0
%


38.0
%


55.3
%


33.0
%


33.0
%


33.0
%Risk free interest rate


2.9
%


4.5
%


4.8
%


3.0
%


4.3
%


4.7
%Expected option life (in years)


6.2



6.1



4.1



0.5



0.5



0.5Forfeiture rate


11.5
%


14.0
%


14.0
%










    75




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##### 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


$
2,508Vested or expected to vest at December 31, 2006


4,954,230



13.54



4.5


$
2,252Exercisable at December 31, 2006


4,069,569


$
15.06



4.3


$
679Outstanding at January 1, 2007


5,098,245


$
13.35Granted


580,000



8.06Exercised


(83,250
)


7.01Forfeited


(215,687
)


14.75Expired






Outstanding at December 31, 2007


5,379,308


$
12.82



4.1


$
Vested or expected to vest at December 31, 2007


5,233,676



12.98



4.0


$
Exercisable at December 31, 2007


4,339,078


$
14.20



3.4


$
Outstanding at January 1, 2008


5,379,308


$
12.82Granted


1,676,000



4.07Exercised


(29,000
)


5.90Forfeited


(176,415
)


12.95Expired






Outstanding at December 31, 2008


6,849,893


$
10.70



4.7


$
420Vested or expected to vest at December 31, 2008


6,537,651



10.98



4.5


$
361Exercisable at December 31, 2008


4,619,593


$
13.52



2.6


$
      76




---



##### Table of Contents



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


Options ExercisableWeighted











WeightedAverage


Weighted








Average


WeightedNumber of


Remaining


Average


Aggregate


Number of


Remaining


Average


AggregateRange of


Shares


Contractual


Exercise


Intrinsic Value


Shares


Contractual


Exercise


Intrinsic ValueExercise Prices


Outstanding


Life


Price


(In thousands)


Outstanding


Life


Price


(In thousands)$
3.00  $12.00



4,470,410



6.4 years


$
6.43


$
420



2,240,110



4.1 years


$
8.00


$
$
12.01  $18.00



374,935



2.3 years



17.22







374,935



2.3 years



17.22



$
18.01  $22.00



2,004,548



1.1 years



19.01







2,004,548



1.1 years



19.01



6,849,893



4.7 years


$
10.70


$
420



4,619,593



2.6 years


$
13.52


$
   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


$
5.55Granted


553,000



8.05Awards Vested


(163,275
)


5.71Forfeited


(36,675
)


6.94Unvested Awards at December 31, 2007


1,832,475


$
6.26Granted


1,631,200



4.20Awards Vested


(386,250
)


6.54Forfeited


(126,175
)


6.11Unvested Awards at December 31, 2008


2,951,250


$
5.09   Employee
    Stock Purchase Plan
   77




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    INCOME
    TAXES    2008


2007


2006Tax benefit at the United States statutory rate

$
(6,499
)

$
(13,353
)

$
(22,808
)State taxes, net of federal tax benefit


7,765



8,549



9,124Valuation allowance


55,031



61,552



72,450Permanent items and other


1,916



818



968Total income tax expense

$
58,213


$
57,566


$
59,734     Accounting for Income
    Taxes.
 78




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Current deferred tax assets:Accrued liabilities

$
8,133


$
6,884


$
6,383Unrealized loss on interest rate exchange agreements


18,258







Allowance for doubtful accounts


1,106



790



848Current deferred tax assets


27,497



7,674



7,231Less: Valuation allowance


(19,237
)


(5,250
)


(4,764
)Current deferred tax assets, net

$
8,260


$
2,424


$
2,467Long-term deferred tax assets:Net operating losses

$
918,061


$
897,921


$
812,970Capital loss


4,593



10,300



9,997Unrealized loss on interest rate exchange agreements


14,133







Other assets


4,031



6,382



7,310Valuation allowance


(658,211
)


(625,757
)


(547,023
)Long-term deferred tax assets

$
282,607


$
288,846


$
283,254Long-term deferred tax liabilities:Investment in cable television systems:Tangible fixed assets and definite-lived intangible assets

$
290,867


$
291,270


$
285,720Indefinite-lived intangible assets


372,390



314,178



256,834Long-term deferred tax liabilities

$
663,257


$
605,448


$
542,554Long-term deferred tax liabilities, net

$
380,650


$
316,602


$
259,300   state-by-state
   79




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Accounting for Uncertainty in Income Taxes- An
    Interpretation of FASB Statement No. 109.
      10.
    RELATED
    PARTY TRANSACTIONS       80




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    REPURCHASE
    OF MEDIACOM CLASS A COMMON STOCK        Year Ended December 31,2008


2007Revenues

$
22,499


$
21,380Pre-tax net income

$
2,271


$
1,933     December 31,


December 31,2008


2007Assets held for sale  current:Cash

$
53


$
Accounts receivable, net


1,618



587Prepaid and other current assets


22



62Total assets held for sale  current

$
1,693


$
649Assets held for sale  long term:Property, plant and equipment, net


6,396



24,154Franchise rights, net


4,532



4,773Other assets


5



Total assets held for sale  long term

$
10,933


$
28,927Liabilities held for sale  current:Accounts payable and accrued expenses

$
2,020


$
570Total liabilities held for sale  current

$
2,020


$
570      81




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    EMPLOYEE
    BENEFIT PLANS    13.
    COMMITMENTS
    AND CONTINGENCIES  Lease
    and Rental Agreements
    2009

$
6,2122010


5,3922011


4,5382012


3,4642013


1,818Thereafter


8,531Total

$
29,955     Letters
    of Credit
    Legal
    Proceedings
  Gary Ogg
    and Janice Ogg v. Mediacom LLC
 82




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      14.
    SALE OF
    CABLE SYSTEMS, NET    15.
    SELECTED
    QUARTERLY FINANCIAL DATA (all amounts in thousands, except per
    share data):  First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(Unaudited)2008Revenues

$
339,679


$
349,501


$
352,553


$
360,161Operating income


64,616



69,332



71,179



73,729Net (loss) income

$
(30,635
)

$
20,932


$
2,197


$
(69,988
)Basic and diluted net (loss) income per share


(0.31
)


0.22



0.02



(0.74
)Basic weighted average common shares outstanding


97,645



95,137



94,628



94,781Diluted weighted average common shares outstanding


97,645



97,257



96,916



94,7812007Revenues

$
307,876


$
324,734


$
328,252


$
332,513Operating income


52,327



60,961



55,439



53,602Net loss

$
(16,880
)

$
(6,644
)

$
(34,733
)

$
(36,872
)Basic and diluted net loss per share


(0.15
)


(0.06
)


(0.32
)


(0.35
)Basic and diluted weighted average common shares outstanding


109,890



109,758



108,013



103,6492006Revenues

$
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



121,690



109,689



109,798   (1)
    
    Effective January 1, 2006 we adopted
    SFAS No. 123(R) (see Note 8). 83




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    SUBSEQUENT
    EVENTS   84




---



##### 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


costs and


other


costs and


other


Balance atof period


expenses


accounts


expenses


accounts


end of periodDecember 31, 2006Allowance for doubtful accounts:Current receivables

$
3,078


$
4,148


$



$
5,053


$



$
2,173Valuation allowanceDeferred tax assets

$
429,480


$
122,307


$



$



$



$
551,787December 31, 2007Allowance for doubtful accounts:Current receivables

$
2,173


$
5,416


$



$
5,482






$
2,107Valuation allowanceDeferred tax assets

$
551,787


$
79,220


$



$



$



$
631,007December 31, 2008Allowance for doubtful accounts:Current receivables

$
2,107


$
3,165


$



$
2,456


$
42


$
2,774Valuation allowanceDeferred tax assets

$
631,007


$
46,441


$



$



$



$
677,448   ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rule 13a-15(e)
  Rule 13a-15(f)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 85




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
    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 our
    assets that could have a material effect on the financial
    statements.        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   86




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##### 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 Description2
.1

Share Exchange Agreement, dated as of September 7, 2008, by
    and between Mediacom Communications Corporation, Shivers
    Investments, LLC, and Shivers Trading & Operating
    Company(1)2
.2

Significant Stockholder Agreement, dated as of September 7,
    2008 by and between Mediacom Communications Corporation and
    Rocco B.
    Commisso(1)2
.3

Asset Transfer Agreement, dated February 11, 2009, by and
    among Mediacom Communications Corporation, certain operating
    subsidiaries of Mediacom LLC and the operating subsidiaries of
    Mediacom Broadband LLC3
.1

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

Amended and Restated By-laws of Mediacom Communications
    Corporation(3)4
.1

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

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

Indenture relating to
    91/2% senior
    notes due 2013 of Mediacom LLC and Mediacom Capital
    Corporation(5)4
.4

Indenture relating to
    81/2% senior
    notes due 2015 of Mediacom Broadband LLC and Mediacom Broadband
    Corporation(6)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(7)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(8)10
.1(c)

Amendment No. 2, dated as of June 11, 2007, to the
    Credit Agreement, dated as of October 21, 2004, among the
    operating subsidiaries of Mediacom LLC, the lenders party
    thereto and JPMorgan Chase Bank as administrative agent for the
    lenders(9)10
.1(d)

Amendment No. 3, dated as of June 11, 2007, to the
    Credit Agreement, dated of October 21, 2004, among the
    operating subsidiaries of Mediacom LLC, the lenders party
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders(9)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(10) 87




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##### Table of Contents



ExhibitNumber

Exhibit Description10
.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(11)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(8)10
.2(d)

Amendment No. 3, dated as of June 11, 2007, 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
    party thereto and JPMorgan Chase Bank, as administrative agent
    for the
    lenders(9)10
.2(e)

Amendment No. 4, dated as of June 11, 2007, to the
    Amendment and Restatement, dates as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    party thereto and JPMorgan Chase Bank, as administrative agent
    for the
    lenders(9)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(8)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(8)10
.5

Incremental Facility Agreement, dated as of May 29, 2008,
    between the operating subsidiaries of Mediacom Broadband LLC,
    the lenders signatory thereto and JPMorgan Chase Bank, N.A., as
    administrative
    agent(12)10
.6*

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.(2)10
.7

Fifth Amended and Restated Operating Agreement of Mediacom
    LLC(13)10
.8

Amended and Restated Limited Liability Company Operating
    Agreement of Mediacom Broadband
    LLC(14)10
.9*

Compensation Agreement of Rocco
    Commisso(15)10
.10

2001 Employee Stock Purchase
    Plan(16)10
.11(a)*

2003 Incentive
    Plan(17)10
.11(b)*

Form of Stock Option Agreement for Executive Officers10
.11(c)*

Form of Restricted Stock Unit Award Agreement for Executive
    Officers10
.12(a)

Non-Employee Directors Equity Incentive
    Plan(18)10
.12(b)

Form of Stock Option Agreement for Non-Employee Directors10
.12(c)

Form of Restricted Stock Unit Award Agreement for Non-Employee
    Directors12
.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  88




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(c)
    Financial
    Statement Schedule  Form 10-K.
    *
    
    Compensatory Plan(1)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated September 7, 2008, of Mediacom Communications
    Corporation and incorporated herein by reference.(2)
    
    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.(3)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated December 21, 2007, of Mediacom Communications
    Corporation and incorporated herein by reference.(4)
    
    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.(5)
    
    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.(6)
    
    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.(7)
    
    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.(8)
    
    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.(9)
    
    Filed as an exhibit to the Quarterly Report of
    Form 10-Q
    for the quarterly period ended June 30, 2007 of Mediacom
    Communications Corporation and incorporated herein by reference.(10)
    
    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.(11)
    
    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.(12)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated May 29, 2008, of Mediacom Broadband LLC and
    incorporated herein by reference.(13)
    
    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.(14)
    
    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.(15)
    
    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.(16)
    
    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.(17)
    
    Filed as Exhibit A to the definitive Proxy Statement of
    Mediacom Communications Corporation on April 30, 2003 and
    incorporated herein by reference.(18)
    
    Filed as Exhibit A to the definitive Proxy Statement of
    Mediacom Communications Corporation on April 29, 2004 and
    incorporated herein by reference. 89




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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 13, 2008/s/  Mark
    E. StephanMark
    E. Stephan

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

March 13, 2008/s/  Thomas
    V. ReifenheiserThomas
    V. Reifenheiser

Director

March 13, 2008/s/  Natale
    S. RicciardiNatale
    S. Ricciardi

Director

March 13, 2008/s/  Robert
    L. WinikoffRobert
    L. Winikoff

Director

March 13, 2008  90