##### 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, 2007
  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. o
    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
  2007
    FORM 10-K
    ANNUAL REPORT
  TABLE OF CONTENTS
   
 
 PagePART IItem 1.


Business


4Item 1A.


Risk Factors


22Risks Related to our Business


22Risks Related to Our Indebtedness and
    the Indebtedness of Our Operating Subsidiaries


26Risks Related to Legislative and
    Regulatory Matters


28Risks Related to our Chairman and
    Chief Executive Officers Controlling Position


32Item 1B.


Unresolved Staff Comments


33Item 2.


Properties


33Item 3.


Legal Proceedings


33Item 4.


Submission of Matters to a Vote of Security
    Holders


34Item 4A.


Directors and Executive Officers of the
    Registrant


34PART IIItem 5.


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


36Item 6.


Selected Financial Data


37Item 7.


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


40Item 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


83Item 9A.


Controls and Procedures


83Item 9B.


Other Information


84PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


84Item 11.


Executive Compensation


84Item 12.


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


84Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


84Item 14.


Principal Accounting Fees and Services


85PART IVItem 15.


Exhibits, Financial Statement Schedules


85EX-12.1: SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-21.1: SUBSDIARIESEX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1: CERTIFICATIONSEX-32.1: CERTIFICATION  
  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
  video-on-demand
      (845) 695-2600. Form 10-K, Form 10-Q, Form 8-K
  Industry
     4




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Description
    of Our Cable Systems
  Overview
    2007

2006

2005

2004

2003Operating Data:Core VideoEstimated homes
    passed(1)


2,836,000



2,829,000



2,807,000



2,785,000



2,755,000Basic
    subscribers(2)


1,324,000



1,380,000



1,423,000



1,458,000



1,543,000Basic
    penetration(3)


46.7
%


48.8
%


50.7
%


52.4
%


56.0
%Digital CableDigital
    customers(4)


557,000



528,000



494,000



396,000



383,000Digital
    penetration(5)


42.1
%


38.3
%


34.7
%


27.2
%


24.8
%High Speed DataHSD
    customers(6)


658,000



578,000



478,000



367,000



280,000HSD
    penetration(7)


23.2
%


20.4
%


17.0
%


13.2
%


10.2
%PhoneEstimated marketable phone
    homes(8)


2,550,000



2,300,000



1,450,000







Phone
    customers(9)


185,000



105,000



22,000







Phone
    penetration(10)


7.3
%


4.6
%


1.5
%






Revenue Generating
    Units(11)


2,724,000



2,591,000



2,417,000



2,221,000



2,206,000    (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 available information.(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. 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 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 15Mbps, 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.(7)
    
    Represents the number of total HSD customers as a percentage of
    estimated homes passed.(8)
    
    Represents estimated number of homes to which we market phone
    service and is based upon the best available information.(9)
    
    Represents customers receiving phone service.(10)
    
    Represents the number of total phone customers as a percentage
    of estimated marketable phone homes.(11)
    
    Represents the sum of basic subscribers and digital, HSD and
    phone customers. 5




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Designated
    Market Areas
  50-100
  DMA Rank

Designated Market Area3

Chicago, IL15

Minneapolis  St. Paul, MN36

Greenville  Spartanburg, SC61

Mobile, AL - Pensacola, FL71

Des Moines  Ames, IA74

Springfield, MO79

Paducah, KY  Cape Girardeau, MO 
    Harrisburg  Mt. Vernon, IL84

Champaign & Springfield  Decatur, IL87

Cedar Rapids  Waterloo  Iowa
    City & Dubuque, IA96

Davenport, IA  Rock Island  Moline, IL   Products
    and Services
  Video
  line-ups
  Basic Service.
  Expanded Basic Service.
    Digital Service.
  Pay-Per-View
    Service. pay-per-view
  Video-On-Demand. pay-per-view
 6




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High-Definition Television.
  Digital Video Recorders.
  Mediacom
    Online
  e-mail
    Mediacom
    Phone
      
    Voice mail;
    Caller ID with name and number;
    Call waiting;
    Three-way calling; and
    Enhanced Emergency 911 dialing    Mediacom
    Business Services
  e-mail,
 7




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Advertising
      Marketing
    and Sales
  e-tailers
    Technology
       8




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##### Table of Contents



Programming
    Supply
    and/or
    Customer
    Care
      e-Care,
 9




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Community
    Relations
  Get Ready for Digital
    TV 18-month
    Franchises
         10




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Competition
    Video
  Direct
    Broadcast Satellite Providers
            Traditional
    Overbuilds
   11




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Telephone
    Companies
    Other
    High
    Speed Data
  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
      
    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.     14




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Content
    Requirements
  Must
    Carry and Retransmission Consent
    
    to carry the station, subject to certain exceptions, commonly
    called must-carry; 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,
     15




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Tier Buy
    Through
      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 that activated 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.   16




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Franchise
    Matters
  and/or and/or
  facilities-based
  Ownership
    Limitations
      Cable
    Equipment
     17




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##### Table of Contents



Pole
    Attachment Regulation
          Other
    Regulatory Requirements of the Cable Act and the
    FCC
   18




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##### Table of Contents



Copyright
  line-ups
    and/or
  Privacy
   19




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##### Table of Contents



HSD
    Service
 
   
 
 
 
   
  Voice-over-Internet
    Protocol Telephony
 
  facilities-based
 
 
   
 20




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##### Table of Contents



State
    and Local Regulation
    
    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. 21




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##### 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.
   22




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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.
     23




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##### Table of Contents



newly-upgraded and/or dial-up
    We
    face many risks inherent to our phone business, which is a
    relatively new service for us.
    We may
    be found to infringe on intellectual property rights of
    others.
   24




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##### Table of Contents



and/or and/or and/or
  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 products and services on which we depend may
    impair our ability to provision and service our
    customers.
   25




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##### Table of Contents



We may
    be unable to keep pace with technological change.
    We
    depend on computer and network technologies, and may face
    disruptions in such systems.
 
   
 Risks
    Related to our Indebtedness and the Indebtedness of our
    Operating Subsidiaries  Mediacom
    Communications Corporation, Mediacom Broadband LLC and Mediacom
    LLC are holding companies with no operations and if Mediacom
    Broadband LLC, Mediacom LLC and/or their operating subsidiaries
    are unable to make funds available to their respective parent
    companies, such parent companies may not be able to fund their
    indebtedness and other obligations.
 
 
   
 
   
 26




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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 leverage; 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.
    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; 27




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##### Table of Contents




    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 fund future capital
    expenditures and 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.
      and/or e-commerce,
 28




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Increased
    exposure from loss of personal information could impose
    significant additional costs on us.
    Changes
    in channel carriage regulations could impose significant
    additional costs on us.
  and/or
    Our
    franchises are non-exclusive and local franchising authorities
    may grant competing franchises in our markets.
   29




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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.
     30




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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.
   31




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##### Table of Contents



Changes
    in compulsory copyright regulations might 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.
     32




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##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES        ITEM 3.
    LEGAL
    PROCEEDINGS 
  Gary Ogg
    and Janice Ogg v. Mediacom, LLC class-wide
 
 
   
 33




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##### 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


58


Chairman and Chief Executive OfficerMark E. Stephan


51


Executive Vice President and Chief Financial OfficerJohn G. Pascarelli


46


Executive Vice President, OperationsItalia Commisso Weinand


54


Senior Vice President, Programming & Human ResourcesJoseph E. Young


59


Senior Vice President, General Counsel & SecretaryCharles J. Bartolotta


53


Senior Vice President, Customer OperationsCalvin G. Craib


53


Senior Vice President, Business DevelopmentBrian M. Walsh


42


Senior Vice President & Corporate ControllerCraig S. Mitchell


49


DirectorWilliam S. Morris III


73


DirectorThomas V. Reifenheiser


72


DirectorNatale S. Ricciardi


59


DirectorRobert L. Winikoff


61


Director   Rocco B. Commisso
  Mark E. Stephan
  John G. Pascarelli
  Italia Commisso Weinand
 34




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##### Table of Contents



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
  Robert L. Winikoff
 35




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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    2007

2006Low

High

Low

HighFirst Quarter

$
7.54


$
8.25


$
5.36


$
6.01Second Quarter

$
8.20


$
10.03


$
5.85


$
6.98Third Quarter

$
7.05


$
10.30


$
5.97


$
7.25Fourth Quarter

$
3.93


$
7.36


$
7.00


$
8.41  
   
   
   
 
   
  
 Approximate DollarTotal Number of


Total


Value of Shares thatTotal Number





Shares Purchased


Dollars Purchased


May Yet Beof Shares


Average Price


as Part of Publicly


Under the


Purchased UnderPeriod

Purchased


per Share


Announced Program


Program


the ProgramOctober 2007





$







$



$
906November 2007


2,716,220



4.44



2,716,220



12,050,396



37,950,510
(1)December 2007


3,751,172



4.79



3,751,172



17,949,601



20,000,909Fourth Quarter 2007


6,467,392


$
4.64



6,467,392



29,999,997


$
20,000,909  
    (1)
    
    On November 1, 2007, our Board of Directors authorized a
    new $50.0 million Class A common stock repurchase
    program. 36




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA      2007


2006(11)


2005


2004


2003(Amounts in thousands, except per share data and operating
    data)Statement of Operations Data:Revenues

$
1,293,375


$
1,210,400


$
1,098,822


$
1,057,226


$
1,004,889Costs and expenses:Service costs


544,072



492,729



438,768



407,875



383,012Selling, general and administrative expenses


264,006



252,688



232,514



216,394



198,943Corporate expenses


27,637



25,445



22,287



19,276



17,237Depreciation and amortization


235,331



215,918



220,567



217,262



273,307Operating income


222,329



223,620



184,686



196,419



132,390Interest expense, net


(239,015
)


(227,206
)


(208,264
)


(192,740
)


(190,199
)Loss on early extinguishment of debt






(35,831
)


(4,742
)






(Loss) gain on derivative instruments, net


(22,902
)


(15,798
)


12,555



16,125



9,057Gain (loss) on sale of assets and investments, net


11,079







2,628



5,885



(1,839
)Other expense, net


(9,054
)


(9,973
)


(11,829
)


(12,061
)


(11,460
)(Loss) income before income taxes


(37,563
)


(65,188
)


(24,966
)


13,628



(62,051
)Provision for income taxes


(57,566
)


(59,734
)


(197,262
)


(76
)


(424
)Net (loss) income

$
(95,129
)

$
(124,922
)

$
(222,228
)


13,552



(62,475
)Basic and diluted (loss) earnings per
    share:(1)Basic and diluted (loss) earnings per share

$
(0.88
)

$
(1.13
)

$
(1.90
)

$
0.11


$
(0.53
)Weighted average common shares
    outstanding(1)Basic weighted average shares outstanding


107,828



110,971



117,194



118,534



118,627Diluted weighted average share outstanding


107,828



110,971



117,194



118,543



118,627Balance Sheet Data (end of period):Total assets

$
3,615,210


$
3,652,350


$
3,649,498


$
3,635,655


$
3,662,763Total debt

$
3,215,033


$
3,144,599


$
3,059,651


$
3,009,632


$
3,051,493Total stockholders (deficit) equity

$
(253,089
)

$
(94,814
)

$
59,107


$
293,512


$
285,114 37




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##### Table of Contents



2007


2006(11)


2005


2004


2003(Amounts in thousands, except per share data and operating
    data)Cash Flow Data:Net cash flows provided by (used in):Operating activities

$
188,792


$
176,905


$
179,095


$
224,611


$
206,900Investing activities

$
(202,335
)

$
(210,235
)

$
(223,600
)

$
(177,424
)

$
(221,444
)Financing activities

$
(3,454
)

$
52,434


$
37,911


$
(49,127
)

$
9,135Other Data:Adjusted
    OIBDA(2)

$
462,979


$
444,255


$
406,610


$
413,729


$
405,752Adjusted OIBDA
    margin(3)


35.8
%


36.7
%


37.0
%


39.1
%


40.4
%Ratio of earnings to fixed
    charges(4)














1.06



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


2,836,000



2,829,000



2,807,000



2,785,000



2,755,000Basic
    subscribers(6)


1,324,000



1,380,000



1,423,000



1,458,000



1,543,000Digital
    customers(7)


557,000



528,000



494,000



396,000



383,000Data
    customers(8)


658,000



578,000



478,000



367,000



280,000Phone
    customers(9)


185,000



105,000



22,000







RGUs(10)


2,724,000



2,591,000



2,417,000



2,221,000



2,206,000     (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 television
    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. 38




---



##### 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):  Years Ended December 31,2007


2006


2005


2004


2003Adjusted OIBDA

$
462,979


$
444,255


$
406,610


$
413,729


$
405,752Non-cash share-based compensation and other share-based
    awards(A)


(5,319
)


(4,717
)


(1,357
)


(48
)


(55
)Depreciation and amortization


(235,331
)


(215,918
)


(220,567
)


(217,262
)


(273,307
)Operating income

$
222,329


$
223,620


$
184,686


$
196,419


$
132,390   (A)
    Includes approximately $20, $239, $24, $48, and $55 for the
    years ended December 31, 2007, 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
    $95.9 million, $66.1 million, $26.4 million and
    $66.9 million for the years ended December 31, 2007,
    2006, 2005 and 2003, 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 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. 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, 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 15Mbps, 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)
    
    Effective January 1, 2006, the Company adopted
    SFAS No. 123(R) (See Note 8 in the Notes to
    Consolidated Financial Statements). 39




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
          Hurricane
    Losses in 2005
    Adjusted
    OIBDA
   40




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##### Table of Contents



Actual
    Results of Operations
  Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
    
 Years Ended December 31,2007


2006


$ Change


% ChangeRevenues

$
1,293,375


$
1,210,400


$
82,975



6.9
%Costs and expenses:Service costs


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, net


(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
%  
 
   
  
 Years 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. 41




---



##### Table of Contents



Revenues
 
   
  
 Years Ended December 31,


Increase/2007


2006


(Decrease)


% ChangeVideo

$
891,594


$
881,530


$
10,064



1.1
%Data


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
%$
1,293,375


$
1,210,400


$
82,965



6.9
%  
  
 Years Ended 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
%Data 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 monthly revenue per
    RGU(1)

$
40.75


$
40.40


$
0.35



0.9
%  
   
  (1)
    
    Average monthly revenue per RGU is
    calculated based on monthly revenue divided by the average
    number of RGUs for each of the twelve months. 
 
  Note: Certain
    reclassifications have been made to the prior years
    amounts to conform to the current years presentation.
 
 
  year-over-year, year-over-year,
 
 
  pay-per-view
 
 
  and/or
 
 
  year-over-year
 
 
  year-over-year
 
 42




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##### Table of Contents



Costs
    and Expenses
              Adjusted
    OIBDA
   43




---



##### Table of Contents



Operating
    Income
  year-over-year,
  Interest
    Expense, Net
    Loss
    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
   44




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##### Table of Contents



Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
    
 Years 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



(43.8
)Adjusted OIBDA

$
444,255


$
406,610


$
37,645



9.3
%  
 
   
  Years 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 years ended
    December 31, 2006 and 2005, respectively, related to the
    issuance of other share-based awards. 45




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##### Table of Contents



Revenues
    Years Ended December 31,2006


2005


$ Change


% ChangeVideo

$
881,530


$
849,474


$
32,056



3.8
%Data


237,542



195,144



42,398



21.7
%Phone


26,996



1,086



25,910



NMAdvertising


64,332



53,118



11,214



21.1
%$
1,210,400


$
1,098,822


$
111,578



10.2
%   Years 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



NM         year-over-year
      Costs
    and Expenses
     46




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##### 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
    Net
    Loss
   47




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##### Table of Contents



Liquidity
    and Capital Resources
      Bank
    Credit Facilities
        Interest
    Rate Exchange Agreements
   48




---



##### Table of Contents



Senior
    Notes
    Covenant
    Compliance and Debt Ratings
      Operating
    Activities
      Investing
    Activities
    Financing
    Activities
   49




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Capital


Operating


Interest


PurchaseDebt


Leases


Leases


Expense(1)


Obligations


Total2008

$
94,500


$
33


$
5,138


$
241,301


$
27,291


$
368,2632009-2010


209,500







7,861



461,396



28,239



706,9962011-2012


548,000







4,315



425,323







977,638Thereafter


2,363,000







5,222



463,454







2,831,676Total cash obligations

$
3,215,000


$
33


$
22,536


$
1,591,474


$
55,530


$
4,884,573     *
    
    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,
    2007 and the average interest rates applicable under such debt
    obligations.(2)
    
    We have contracts with programmers who provide video programming
    services to our subscribers. Programming is our largest expense;
    however, 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: $16.4 million for
    2008 and $18.7 million for
    2009-2010.  Critical
    Accounting Policies
    Property,
    Plant and Equipment
  Financial Reporting by Cable
    Television Companies.
 50




---



##### Table of Contents



Indefinite-lived
    Intangibles
 
  Goodwill and Other
    Intangible Assets
 
  No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,
          Income
    Taxes
 
   
 
   
 51




---



##### Table of Contents



Share-based
    Compensation
    Recent
    Accounting Pronouncements
 
  Fair Value Measurements, SFAS No. 157
    establishes a single authoritative definition of fair value,
    sets out a framework for measuring fair value, and expands on
    required disclosures about fair value measurement.
    SFAS No. 157 will be effective as of January 1,
    2008 and will be applied prospectively. We do not expect that
    this Statement will have a material impact on our consolidated
    financial condition or results of operations.
 
 
 
 
  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.
 
  Inflation
    and Changing Prices
   52




---



##### Table of Contents



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


Capital LeaseSenior Notes


Facilities


Obligations


TotalExpected Maturity:January 1, 2008 to December 31, 2008





$
94,500


$
33


$
94,533January 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



103,500







228,500January 1, 2012 to December 31, 2012






319,500







319,500Thereafter


1,000,000



1,363,000







2,363,000Total

$
1,125,000


$
2,090,000


$
33


$
3,215,033Fair Value

$
1,014,085


$
2,090,000


$
33


$
3,215,033Weighted Average Interest Rate


8.9
%


6.7
%


3.1
%


7.5
%  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, 2007 and 2006


56Consolidated Statements of Operations for the
    Years ended December 31, 2007, 2006 and 2005


57Consolidated Statements of Changes in
    Stockholders (Deficit) Equity for the Years ended
    December 31, 2007, 2006 and 2005


58Consolidated Statements of Cash Flows for the
    Years ended December 31, 2007, 2006 and 2005


59Notes to Consolidated Financial Statements


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


83  
  54




---



##### 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 31,2007


2006(All dollar amounts in thousands)ASSETSCURRENT ASSETSCash

$
19,388


$
36,385Accounts receivable, net of allowance for doubtful accounts of
    $2,107 and $2,173, respectively


82,096



75,722Prepaid expenses and other current assets


20,692



17,248Deferred tax assets, net


2,424



2,467Total current assets


124,600



131,822Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation
    of $1,624,811 and $1,423,911, respectively


1,436,427



1,451,134Franchise rights, net of accumulated amortization of $139,926
    and $140,947


1,798,188



1,803,898Goodwill


220,646



221,382Subscriber lists and other intangible assets, net of accumulated
    amortization of $161,248 and $159,848, respectively


10,532



11,827Total investment in cable television systems


3,465,793



3,488,241Other assets, net of accumulated amortization of $27,172 and
    $22,288, respectively


24,817



32,287Total assets

$
3,615,210


$
3,652,350LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses

$
247,485


$
275,611Deferred revenue


51,015



46,293Current portion of long-term debt


94,533



75,563Total current liabilities


393,033



397,467Long-term debt, less current portion


3,120,500



3,069,036Deferred tax liabilities, net


316,602



259,300Other non-current liabilities


38,164



21,361Total liabilities


3,868,299



3,747,164Commitments and contingencies (Note 12)STOCKHOLDERS DEFICITClass A common stock, $.01 par value;
    300,000,000 shares authorized; 94,293,185 shares
    issued and 72,011,963 shares outstanding as of
    December 31, 2007 and 93,825,218 shares issued and
    82,761,606 shares outstanding as of December 31, 2006


943



938Class B common stock, $.01 par value;
    100,000,000 shares authorized; 27,001,944 and
    27,061,237 shares issued and outstanding as of
    December 31, 2007 and December 31, 2006, respectively


270



271Additional paid-in capital


997,404



991,113Accumulated deficit


(1,121,242
)


(1,026,113
)Treasury stock, at cost, 22,281,222 and 11,063,612 shares
    of Class A common stock, as of December 31, 2007 and
    December 31, 2006, respectively


(130,464
)


(61,023
)Total stockholders deficit


(253,089
)


(94,814
)Total liabilities and stockholders deficit

$
3,615,210


$
3,652,350    56




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2007


2006


2005(Amounts in thousands, except per share amounts)Revenues

$
1,293,375


$
1,210,400


$
1,098,822Costs and expenses:Service costs (exclusive of depreciation and amortization of
    $235,331, $215,918, $220,567, respectively, shown separately
    below)


544,072



492,729



438,768Selling, general and administrative expenses


264,006



252,688



232,514Corporate expenses


27,637



25,445



22,287Depreciation and amortization


235,331



215,918



220,567Operating income


222,329



223,620



184,686Interest expense, net


(239,015
)


(227,206
)


(208,264
)Loss on early extinguishment of debt






(35,831
)


(4,742
)(Loss) gain on derivatives, net


(22,902
)


(15,798
)


12,555Gain on sale of cable systems, net


11,079







Gain on sale of assets and investments, net










2,628Other expense, net


(9,054
)


(9,973
)


(11,829
)Loss before provision for income taxes


(37,563
)


(65,188
)


(24,966
)Provision for income taxes


(57,566
)


(59,734
)


(197,262
)Net loss

$
(95,129
)

$
(124,922
)

$
(222,228
)Basic and diluted weighted average shares outstanding


107,828



110,971



117,194Basic and diluted loss per share

$
(0.88
)

$
(1.13
)

$
(1.90
)    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, 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
)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
)    58




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  
 Years Ended December 31,2007


2006


2005(All dollar amounts in thousands)CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:Net loss

$
(95,129
)

$
(124,922
)

$
(222,228
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


235,331



215,918



220,567Loss (gain) on derivatives, net


22,902



15,798



(12,555
)Gain on sale of cable systems, net


(11,079
)






Gain on sale of assets and investments, net










(2,628
)Loss on early extinguishment of debt






11,206



4,742Amortization of deferred financing costs


4,884



5,998



8,613Share-based compensation


5,299



4,478



1,333Deferred income taxes


57,345



59,527



197,306Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable, net


(6,342
)


(11,877
)


(5,592
)Prepaid expenses and other current assets


(5,360
)


118



(3,053
)Accounts payable and accrued expenses


(21,767
)


400



(6,722
)Deferred revenue


4,722



5,220



2,366Other non-current liabilities


(2,014
)


(4,959
)


(3,054
)Net cash flows provided by operating activities

$
188,792


$
176,905


$
179,095CASH FLOWS USED IN INVESTING ACTIVITIES:Capital expenditures

$
(227,409
)

$
(210,235
)

$
(228,216
)Acquisition of cable television systems


(7,274
)






Proceeds from sale of cable television systems


32,348







Proceeds from sale of assets and investments










4,616Net cash flows used in investing activities

$
(202,335
)

$
(210,235
)

$
(223,600
)CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:New borrowings

$
412,525


$
2,181,000


$
849,750Repayment of debt


(342,091
)


(1,823,552
)


(799,731
)Redemption of senior notes






(572,500
)


(202,834
)Issuance of senior notes






300,000



200,000Repurchases of Class A common stock


(69,036
)


(34,386
)


(14,490
)Proceeds from issuance of common stock in employee stock
    purchase plan


962



909



954Financing costs






(2,953
)


(11,845
)Other financing activities  bank overdrafts


(5,814
)


3,916



16,107Net cash flows (used in) provided by financing activities

$
(3,454
)

$
52,434


$
37,911Net decrease in cash


(16,997
)


19,104



(6,594
)CASH, beginning of period


36,385



17,281



23,875CASH, end of period

$
19,388


$
36,385


$
17,281SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts
    capitalized

$
245,143


$
247,507


$
205,411  
   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




---



##### 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




---



##### 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,
 
 
   
       
   
  
 Balance  December 31, 2006

$
221,382Acquisitions


Dispositions


(736
)Balance  December 31, 2007

$
220,646  
  Other
    Assets
   62




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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. one-to-one
  Accounting
    for Asset Retirement
  Accounting for Asset
    Retirement Obligations, rights-of-way
   63




---



##### Table of Contents



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




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Comprehensive
    Income
  Reporting Comprehensive
    Income,
  Reclassifications
    Recent
    Accounting Pronouncements
  Fair Value Measurements.
  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.
  4.
    EARNINGS
    PER SHARE  Earnings per Share
 65




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            For the Years Ended December 31,2007


2006


2005Net





Loss


Net





Loss


Net





LossLoss


Shares


per Share


Loss


Shares


per Share


Income


Shares


per ShareBasic loss earnings per share

$
(95,129
)


107,828


$
(0.88
)

$
(124,922
)


110,971


$
(1.13
)

$
(222,228
)


117,194


$
(1.90
)Effect of dilutive securities:Conversion of convertible senior notes


































Assumed exercise of stock options


































Diluted loss per share

$
(95,129
)


107,828


$
(0.88
)

$
(124,922
)


110,971


$
(1.13
)

$
(222,228
)


117,194


$
(1.90
)  66




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##### Table of Contents



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


December 31,2007


2006Cable systems, equipment and subscriber devices

$
2,889,287


$
2,711,273Vehicles


68,998



65,554Furniture, fixtures and office equipment


53,814



49,716Buildings and leasehold improvements


41,893



41,140Land and land improvements


7,246



7,362$
3,061,238



2,875,045Accumulated depreciation


(1,624,811
)


(1,423,911
)Property, plant and equipment, net

$
1,436,427


$
1,451,134  
   
  6.
    ACCOUNTS
    PAYABLE AND ACCRUED EXPENSES    
 December 31,


December 31,2007


2006Accrued programming costs

$
43,596


$
49,537Accrued interest


39,588



44,741Accrued taxes and fees


27,678



30,502Accrued payroll and benefits


25,165



27,220Accounts payable


18,611



32,146Accrued service costs


18,114



16,062Book
    overdrafts(1)


16,971



22,414Accrued telecommunications costs


15,687



6,816Subscriber advance payments


11,750



10,611Accrued property, plant and equipment


11,421



18,542Other accrued expenses


18,904



17,020$
247,485


$
275,611  
   
  (1)
    
    Book overdrafts represent checks in excess of funds on deposit
    in our disbursement accounts. 
 67




---



##### Table of Contents



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


December 31,2007


2006Bank credit facilities

$
2,090,000


$
2,018,50077/8% 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



1,099$
3,215,033


$
3,144,599Less: Current portion


94,533



75,563Total long-term debt

$
3,120,500


$
3,069,036   Bank
    Credit Facilities
             68




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 
   
   
   
 
   
 
   
 
   
   
  ,
 
 69




---



##### 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
    1 2 1 2 1 2 1 2
   70




---



##### Table of Contents



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

$
115,62591/2% senior
    notes due 2013


459,66081/2% senior
    notes due 2015


438,800$
1,014,085     2008

$
94,5332009


121,0002010


88,5002011


228,5002012


319,500Thereafter


2,363,000Total

$
3,215,033  71




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    STOCKHOLDERS
    DEFICIT    Stock
    Repurchase Plans
    Share-based
    Compensation
    Accounting for Stock-Based Compensation Accounting for
    Stock Issued to Employees
  Share-Based Payment
 72




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Impact of
    the Adoption of SFAS No. 123(R)
      Year Ended


Year EndedDecember 31,


December 31,2007


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

$
1,920


$
2,240Employee stock purchase plan


284



287Restricted stock units


3,095



1,951Total share-based compensation expense


5,299



4,478Tax effect on stock-based compensation expense






Effect on net loss

$
(5,299
)

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

$
(0.05
)

$
(0.04
)       Pro Forma
    Information for Periods Prior to the Adoption of
    SFAS No. 123(R)
   73




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 
   
  For the Year EndedDecember 31, 2005Net loss, as reported

$
(222,228
)Add: Total stock-based compensation expense included in net loss
    (income) as reported above


1,333Deduct: Total stock based compensation expense determined under
    fair value based method of all awards


(5,024
)Pro forma, net loss income

$
(225,919
)Basic and diluted loss per share:As reported

$
(1.90
)Pro forma

$
(1.93
)   Valuation
    Assumptions
    
 Employee Stock

Employee StockOption Plans

Purchase PlansYear Ended

Year EndedDecember 31,

December 31,2007

2006

2007

2006Dividend yield


0
%


0
%


0
%


0
%Expected volatility


38.0
%


55.3
%


33.0
%


33.0
%Risk free interest rate


4.5
%


4.8
%


4.3
%


4.7
%Expected option life (in years)


6.1



4.1



0.5



0.5Forfeiture rate


14.0
%


14.0
%






  
   74




---



##### 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


$
  
 
   
 
   
    Weighted AverageShares


Exercise PriceOutstanding 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  75




---



##### 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



2,923,735



5.5 years


$
7.86


$




1,883,505



4.9 years


$
8.31


$
$
12.01  $18.00



394,725



3.3 years



17.25







394,725



3.3 years



17.25



$
18.01  $22.00



2,060,848



2.1 years



19.01







2,060,848



2.1 years



19.01



5,379,308



4.1 years


$
12.82


$




4,339,078



3.4 years


$
14.20


$
     Restricted
    Stock Units
   76




---



##### Table of Contents



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


$
6.26   Employee
    Stock Purchase Plan
    9.
    INCOME
    TAXES    2007


2006


2005Tax (benefit) provision at the United States statutory rate

$
(13,353
)

$
(22,808
)

$
(8,738
)State taxes, net of federal tax benefit


8,549



9,124



9,836Valuation allowance


61,552



72,450



195,667Permanent items and other


818



968



497Total income tax expense

$
57,566


$
59,734


$
197,262    77




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Income
    Taxes. Interim Financial Reporting,
    2007


2006Current deferred tax assets:Accrued liabilities

$
6,884


$
6,383Allowance for doubtful accounts


790



848Total current deferred tax assets


7,674



7,231Less: Valuation allowance


(5,250
)


(4,764
)Current deferred tax assets, net

$
2,424


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

$
897,921


$
812,970Capital loss


10,300



9,997Other assets


6,382



7,310Valuation allowance


(625,757
)


(547,023
)Long-term deferred tax assets, net

$
288,846


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

$
291,270


$
285,720Indefinite-lived intangible assets


314,178



256,834Long-term deferred tax liabilities

$
605,448


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

$
316,602


$
259,300      78




---



##### 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 Accounting
    for Income Taxes
      10.
    RELATED
    PARTY TRANSACTIONS      11.
    EMPLOYEE
    BENEFIT PLANS   79




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    COMMITMENTS
    AND CONTINGENCIES  Lease
    and Rental Agreements
    2008

$
5,1382009


4,5402010


3.3212011


2,5602012


1,755Thereafter


5,222Total

$
22,536     Letters
    of Credit
    Legal
    Proceedings
 
  Gary Ogg
    and Janice Ogg v. Mediacom, LLC class-wide
 
 80




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 
   
 
   
 
 
  13.
    HURRICANE
    LOSSES IN 2005     
  14.
    SALE OF
    ASSETS, INVESTMENTS AND CABLE SYSTEMS, NET 
   81




---



##### Table of Contents



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

Second

Third

FourthQuarter

Quarter

Quarter

Quarter(Unaudited)2007Revenues

$
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 and diluted 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 and diluted weighted average common shares outstanding


117,861



117,488



116,864



116,580   (1)
    
    Effective January 1, 2006, we adopted
    SFAS No. 123(R) (see Note 8). 82




---



##### 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, 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


$



$



$



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

$
2,173


$
5,416


$



$
5,482


$



$
2,107Valuation allowance:Deferred tax assets

$
551,787


$
79,220


$



$



$



$
631,007   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)
 83




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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 the
    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   84




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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 Description3
.1

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

Amended and Restated
    By-laws of
    Mediacom Communications
    Corporation(2)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(3)4
.3

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

Indenture relating to
    81/2% senior
    notes due 2015 of Mediacom Broadband LLC and Mediacom Broadband
    Corporation(5)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(6)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(7)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(8)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(8)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(9)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(10)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(7) 85




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##### Table of Contents



ExhibitNumber

Exhibit Description10
.1(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(8)10
.1(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(8)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(7)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(7)10
.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(11)10
.7

Amended and Restated Limited Liability Company Operating
    Agreement of Mediacom Broadband
    LLC(12)10
.8*

Compensation Agreement of Rocco
    Commisso(13)10
.9

2001 Employee Stock Purchase
    Plan(14)10
.10(a)*

2003 Incentive
    Plan(15)10
.10(b)*

Form of Option
    Agreement(16)10
.10(c)*

Form of Restricted Stock Unit Award
    Agreement(16)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 Current Report on
    Form 8-K,
    dated December 21, 2007, of Mediacom Communications
    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, 1998 of Mediacom LLC
    and Mediacom Capital 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, 2000 of Mediacom
    Communications Corporation and incorporated herein by reference.(5)
    
    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.(6)
    
    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. 86




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(7)
    
    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.(8)
    
    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.(9)
    
    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.(10)
    
    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.(11)
    
    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.(12)
    
    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.(13)
    
    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.(14)
    
    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.(15)
    
    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.(16)
    
    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. 87




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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 14, 2008/s/  Mark
    E. StephanMark
    E. Stephan

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

March 14, 2008/s/  William
    S. Morris IIIWilliam
    S. Morris III

Director

March 14, 2008/s/  Craig
    S. MitchellCraig
    S. Mitchell

Director

March 14, 2008/s/  Thomas
    V. ReifenheiserThomas
    V. Reifenheiser

Director

March 14, 2008/s/  Natale
    S. RicciardiNatale
    S. Ricciardi

Director

March 14, 2008/s/  Robert
    L. WinikoffRobert
    L. Winikoff

Director

March 14, 2008  88