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Exhibit 4(d)

                       MEDIACOM COMMUNICATIONS CORPORATION

                        2001 EMPLOYEE STOCK PURCHASE PLAN

     1.   Purpose. The purpose of the Mediacom Communication Corporation 2001
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Employee Stock Purchase Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code. The Plan was approved by the Board on August 9, 2001, subject to the
approval of the Company's stockholders.

     2.   Definitions.
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          (a)  "Board" shall mean the Board of Directors of the Company.

          (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c)  "Common Stock" shall mean the Company's Class A Common Stock,
$0.01 par value per share.

          (d)  "Company" shall mean Mediacom Communications Corporation, a
Delaware corporation.

          (e)  "Compensation" shall mean all gross earnings and commissions, and
shall include payments for overtime, shift premium, incentive compensation,
incentive payments, bonuses, and other compensation, but in each case only to
the extent such compensation is paid in cash.

          (f)  "Designated Subsidiary" shall mean any Subsidiary which has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

          (g)  "Employee" shall mean any individual who is a common law employee
of the Company, or a Designated Subsidiary whose customary employment with the
Company is at least twenty (20) hours per week and more than five (5) months in
any calendar year. For purposes of the Plan, the employment relationship shall
be treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave exceeds 90
days and the individual's right to reemployment is not guaranteed either by
statute or by contract, the employment relationship shall be deemed to have
terminated on the 91st day of such leave.

          (h)  "Enrollment Date" shall mean the first day of each Offering
Period.

          (i)  "Exercise Date" shall mean the last day of each Offering Period.

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          (j)  "Fair Market Value" shall mean, as of any date, the value of
Common Stock determined as follows:

               (i)    If the Common Stock is listed on any established stock
     exchange or a national market system, including without limitation the
     Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
     Market, its Fair Market Value shall be the closing sales price for such
     stock (or the closing bid, if no sales were reported) as quoted on such
     exchange or system for the last Trading Day on or before the date of such
     determination, as reported in The Wall Street Journal or such other source
     as the Board deems reliable, or;

               (ii)   If the Common Stock is regularly quoted by a recognized
     securities dealer but selling prices are not reported, its Fair Market
     Value shall be the mean of the closing bid and asked prices for the Common
     Stock on the date of such determination, as reported in The Wall Street
     Journal or such other source as the Board deems reliable, or;

               (iii)  In the absence of an established market for the Common
     Stock, the Fair Market Value thereof shall be determined in good faith by
     the Board.

          (k)  "Offering Period" shall mean a period of approximately six (6)
months during which an option granted pursuant to the Plan may be exercised,
commencing on the first Trading Day on or after October 1 and terminating on the
last Trading Day in the period ending the following March 31, and commencing on
the first Trading Day on or after April 1 and terminating on the last Trading
Day in the period ending the following September 30.

          (l)  "Plan" shall mean the Media Communications Corporation 2001
Employee Stock Purchase Plan, as set forth herein and as from time to time
amended.

          (m)  "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower; provided, however, that the Purchase Price
may be adjusted by the Board pursuant to Section 19 or 20.

          (n)  "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.

          (o)  "Subsidiary" shall mean a corporation, domestic or foreign, in an
unbroken chain of corporations beginning with the Company if, at the Enrollment
Date, each corporation other than the last corporation in the chain owns not
less than 50% of the voting shares in one of the other corporations in the
chain.

          (p)  "Trading Day" shall mean a day on which national stock exchanges
and the Nasdaq System are open for trading.

     3.   Eligibility.
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          (a)  Any individual who is an Employee of the Company on a given
Enrollment Date shall be eligible to participate in the Plan, provided such
individual has been an Employee of the Company for at least 60 continuous days
prior to such Enrollment Date.

          (b)  Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of
any Subsidiary, or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans of the Company and its subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined at the fair market value of the shares at the time such option
is granted) for each calendar year in which such option is outstanding at any
time.

     4.   Offering Periods. The Plan shall be implemented by consecutive
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Offering Periods with a new Offering Period commencing on the first Trading Day
on or after October 1 and April 1 each year, or on such other date as the Board
shall determine, and continuing thereafter until terminated in accordance with
Section 20 hereof. The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to
future offerings without stockholder approval if such change is announced at
least five (5) days prior to the scheduled beginning of the first Offering
Period to be affected thereafter. The Board shall also have the power to
terminate or discontinue any Offering Period at any time.

     5.   Participation.
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          (a)  An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
provided by the Company and filing it with the Company's payroll office prior to
the applicable Enrollment Date.

          (b)  Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last regular pay day
in the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.

     6.   Payroll Deductions.
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          (a)  At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding fifteen percent (15%) of
the Compensation which he or she receives on each pay day during the Offering
Period. The deductions must be a minimum of $10 per pay period unless the Board
establishes a different amount.

          (b)  All payroll deductions made for a participant shall be credited
to his or her account under the Plan and shall be withheld in whole percentages
only. A participant may not make any additional payments into such account.

          (C)  A participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof, but may not increase or decrease the rate
of his or her payroll

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deductions during the Offering Period. A participant may, however, increase or
decrease the rate of his or her payroll deductions with respect to a subsequent
Offering Period by completing and filing with the Company prior to the
Enrollment Date applicable to such subsequent Offering Period a new subscription
agreement authorizing a change in payroll deduction rate. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.

          (d)  Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased to zero percent (0%) at any time during an
Offering Period. Payroll deductions shall recommence at the rate provided in
such participant's subscription agreement at the beginning of the first Offering
Period which is scheduled to begin (i) if Section 3(b)(i) applies, when the
Employee no longer owns or holds options to purchase such 5%, and (ii) if
Section 3(b)(ii) applies, in the following calendar year, unless terminated by
the participant as provided in Section 10 hereof.

          (e)  At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but shall not be obligated to, withhold from Common Stock
otherwise deliverable to the participant or from the participant's compensation
the amount necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock
by the Employee.

     7.   Grant of Option. On the Enrollment Date of each Offering Period, each
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eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions during such
Offering Period accumulated prior to such Exercise Date and retained in the
Participant's account as of the Exercise Date by the applicable Purchase Price;
provided that in no event shall an Employee be permitted to purchase during any
Offering Period more than 2,000 shares of the Company's Common Stock (subject to
any adjustment pursuant to Section 19), and provided further that such purchase
shall be subject to the limitations set forth in Sections 3(b) and 13 hereof.
Exercise of the option shall occur as provided in Section 8 hereof, unless the
participant has withdrawn or is deemed to have withdrawn pursuant to Sections 10
or 11 hereof. The Option shall expire on the last day of the Offering Period.

     8.   Exercise of Option. Unless a participant withdraws or is deemed to
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have withdrawn from the Plan as provided in Sections 10 or 11 hereof, his or her
option for the purchase of shares shall be exercised automatically on the
Exercise Date, and the maximum number of full shares subject to the option shall
be purchased for such participant at the applicable Purchase Price with the
accumulated payroll deductions in his or her account. During a participant's
lifetime, a participant's option to purchase shares hereunder is exercisable
only by him or her.

     9.   [Reserved].
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     10.  Withdrawal.
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          (a)  A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company.
All of the participant's payroll deductions credited to his or her account shall
be paid to such participant promptly after receipt of notice of withdrawal and
such participant's option for the Offering Period shall be automatically
terminated, and no further payroll deductions for the purchase of shares shall
be made for such Offering Period. If a participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the succeeding
Offering Period unless the participant delivers to the Company a new
subscription agreement.

          (b)  A participant's withdrawal from an Offering Period shall not have
any effect upon his or her eligibility to participate in any similar plan which
may hereafter be adopted by the Company or in succeeding Offering Periods which
commence after the termination of the Offering Period from which the participant
withdraws.

     11.  Termination of Employment. Upon a participant's ceasing to be an
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Employee for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's account
during the Offering Period but not yet used to exercise the option shall be
returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 hereof, and such participant's
option shall be automatically terminated. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice,
but no longer than 90 days after termination of employment.

     12.  Interest. No interest shall accrue on the payroll deductions of a
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participant in the Plan.

     13.  Stock.
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          (a)  Subject to adjustment upon changes in capitalization of the
Company as provided in Section 19 hereof, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the Plan
shall be 2,000,000 shares. If, on a given Exercise Date, the number of shares
with respect to which options are to be exercised exceeds the number of shares
then available under the Plan, the Board shall make a pro rata allocation of the
shares remaining available for purchase in as uniform a manner as shall be
practicable and as it shall determine to be equitable.

          (b)  The participant shall have no interest or voting right in shares
covered by his option until such option has been exercised.

          (c)  Shares purchased upon the exercise of an option hereunder may be
newly issued shares or treasury shares acquired on the open market, in private
transactions, or otherwise.

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     14.  Administration. The Plan shall be administered by the Board or a
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committee of members of the Board appointed by the Board. If the Plan is
administered by such a committee, references herein to the Board, except for
references in Section 20, shall be deemed to refer to such committee. The Board
or its committee shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to correct any defect or
supply any omission or reconcile any inconsistency to determine eligibility, to
determine all questions of policy and expediency that may arise in the
administration of the Plan, to adjudicate all disputed claims filed under the
Plan, and generally to exercise such powers and perform such acts as the Board
deems necessary or expedient to promote the best interests of the Company,
including, but not limited to, designating from time to time which Subsidiaries
shall be Designated Subsidiaries. Every finding, decision and determination made
by the Board or its committee shall, to the full extent permitted by law, be
final and binding upon all parties.

     15.  Designation of Beneficiary.
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          (a)  A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to an Exercise Date
on which the option is exercised but prior to the issuance of such shares and
cash to such participant's account. In addition, a participant may file a
written designation of a beneficiary who is to receive any cash from the
participant's account under the Plan in the event of such participant's death
prior to exercise of the option. Such beneficiary designation shall not apply,
however, to any other shares or cash, including proceeds from the sale of
shares, in a participant's which is applicable to shares issued prior to such
participant's death.

          (b)  Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company, in its discretion, may
deliver to the spouse or to any one or more dependents or relatives of the
participant the shares and/or cash deliverable under Section 15(a) to a
designated beneficiary, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company, in its discretion, may
designate.

     16.  Transferability. Neither payroll deductions credited to a
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participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

     17.  Use of Funds. All payroll deductions received or held by the Company
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under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

     18.  Individual Accounts. Individual accounts shall be maintained for each
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participant in the Plan.

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     19.  Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
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Merger or Asset Sale.
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          (a)  Changes in Capitalization. Subject to any required action by the
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stockholders of the Company, the Reserves, the maximum number of shares each
participant may purchase per Offering Period (pursuant to Section 7), as well as
the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration". Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an option.

          (b)  Dissolution or Liquidation. In the event of the proposed
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dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New
Exercise Date shall be before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

          (c)  Merger or Asset Sale. In the event of a proposed sale of all or
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substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the option, the Offering Period
then in progress shall be shortened by setting a new Exercise Date (the "New
Exercise Date"). The New Exercise Date shall be before the date of the Company's
proposed sale or merger. The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the participant's option has been changed to the New Exercise Date and
that the participant's option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof.

     20.  Amendment or Termination.
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          (a)  The Board may at any time and for any reason terminate or amend
the Plan. An Offering Period may be terminated by the Board or its committee on
any Exercise Date if the Board (or its committee) determines that the
termination of the Offering Period or the Plan

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is appropriate. Except as provided in Section 19 and Section 20 hereof, no
amendment may make any change in any option theretofore granted which adversely
affects the rights of any participant. To the extent necessary to comply with
Section 423 of the Code (or any other applicable law, regulation or stock
exchange rule), the Company shall obtain stockholder approval in such a manner
and to such a degree as required.

          (b)  Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

          (c) In the event the Board determines that the ongoing operation of
the Plan may result in unfavorable financial accounting consequences, the Board
may, in its discretion and, to the extent necessary or desirable, modify or
amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to:

               (i)  altering the Purchase Price for any Offering Period
      including an Offering Period underway at the time of the change in
      Purchase Price;

               (ii)  shortening any Offering Period so that Offering Period ends
      on a new Exercise Date, including an Offering Period underway at the time
      of the Board action; and

               (iii) allocating shares.

     Such modifications or amendments shall not require stockholder approval or
the consent of any Plan participants, notwithstanding the provisions of Section
20(a).

     21.  Notices. All notices or other communications by a participant to the
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Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.

     22.  Conditions Upon Issuance of Shares. Shares shall not be issued with
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respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

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     As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

     23.  Term of Plan. The Plan shall become effective upon the earlier to
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occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 hereof.