<PAGE>

                                                                     EXHIBIT 3.4




                           FIFTH AMENDED AND RESTATED

                               OPERATING AGREEMENT

                                       OF

                                  MEDIACOM LLC

                        EFFECTIVE AS OF FEBRUARY 9, 2000
<PAGE>

                           FIFTH AMENDED AND RESTATED
                               OPERATING AGREEMENT
                                       OF

                                  MEDIACOM LLC

     THIS FIFTH AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement"),
effective as of February 9, 2000 (the "Effective Date"), is made by the owner of
100% of the Membership Interests of Mediacom LLC, a New York limited liability
company (the "Company").

                                    RECITALS
                                    --------

     WHEREAS, the Company was established as a limited liability company
pursuant to an operating agreement dated as of July 17, 1995 (the "Original
Operating Agreement"). Thereafter, the Original Operating Agreement was: amended
and restated in its entirety as the Amended and Restated Operating Agreement of
Mediacom LLC dated as of March 12, 1996 (the "Initial Amended and Restated
Operating Agreement"); further amended and restated in its entirety as of March
31, 1997, and thereafter amended as of June 16, 1997 (the "Second Amended and
Restated Operating Agreement"); further amended and restated in its entirety as
of January 23, 1998 (the "Third Amended and Restated Operating Agreement"); and
further amended and restated in its entirety as of November 19, 1999 (the
"Fourth Amended and Restated Operating Agreement"); and

     WHEREAS, following the Fourth Amended and Restated Operating Agreement,
certain transactions (the "Mediacom IPO Transactions") were entered into
pursuant to which: (i) the Company caused to be formed Mediacom Communications
Corporation, a Delaware corporation (the "Corporation"); (ii) the Corporation
engaged in an initial public offering of its Class A common stock ("Class A
Shares"); and (iii) contemporaneously therewith, the Corporation became the sole
Member of the Company by acquiring all of the Membership Interests of the
Company from each of the Company's Members in exchange for Class A Shares,
shares of Class B common stock of the Corporation ("Class B Shares") and
warrants to acquire Class B Shares ("IPO Warrants"); and

     WHEREAS, as a result of the Mediacom IPO Transactions, the sole member of
the Company desires to amend and restate in its entirety the Fourth Amended and
Restated Operating Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

                                       -1-
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                                    ARTICLE I
                            DEFINITIONS; DEFAULT RULE
                            -------------------------

     SECTION 1.1 DEFINED TERMS. The following terms shall have the meanings set
forth below when used in this Agreement with initial capital letters:

     "ACT" or "THE NEW YORK LIMITED LIABILITY COMPANY ACT" shall mean the New
York Limited Liability Company Act, as the same may be amended from time to
time.

     "AFFILIATE" shall mean, with respect to any Person, any other Person that
controls, is controlled by or is under common control with such Person.

     "AGREEMENT" shall mean this Agreement as it may be amended in writing from
time to time; and the terms "HEREOF," "HERETO," "HEREBY" and "HEREUNDER," when
used with reference to this Agreement, refer to this Agreement as a whole,
unless the context otherwise requires,

     "AVAILABLE CASH" shall mean the cash funds of the Company on hand from time
to time (other than cash funds obtained as Capital Contributions or cash funds
obtained from loans to the Company) after (i) payment of all operating expenses
of the Company as of such time, (ii) provision for payment of all outstanding
and unpaid current obligations of the Company as of such time, (iii) provision
for a reasonable working capital reserve (including payment of anticipated
capital expenditures) and (iv) provision for a reasonable reserve for claims
against and debts and other obligations of the Company, the amounts of all of
which shall be determined by the Managing Member.

     "BUSINESS" shall mean the activities of acquiring, owning, selling,
investing in, developing, designing, constructing, managing, operating,
servicing, administering and/or maintaining, directly or indirectly, by or
through one or more Subsidiaries, one or more CATV Systems and/or related
businesses ancillary thereto (including, but not limited to, high-speed data
service, Internet access, telephony services, and other telecommunications and
telephony-related investments or businesses, and video wireless services and
wireless communication services and other wireless-related investments or
business) and/or one or more other businesses of the type and character now or
hereafter conducted or engaged in by cable television operators generally.

     "CAPITAL ACCOUNT" shall mean the individual accounts established and
maintained for Members pursuant to Section 3.3 hereof.

     "CAPITAL CONTRIBUTION" shall mean the total value of cash and property (net
of liabilities assumed by the Company or to which the property is subject)
contributed to the Company by or on behalf of any Member.

     "CATV SYSTEM" shall mean any cable distribution system that receives
broadcast signals by antennae, microwave transmission, satellite transmission or
other device and amplifies and distributes such signals via cable.

                                       -2-
<PAGE>

     "CERTIFICATE OF FORMATION" shall mean the Certificate of Formation of the
Company filed with the Secretary of State, as the same may be amended from time
to time.

     "CLAIMS" shall have the meaning set forth in Section 8.2 of this Agreement.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended. All
references herein to sections of the Code shall include any corresponding
provision or provisions of succeeding law.

     "COMPANY" shall mean "Mediacom LLC," a New York limited liability company.

     "CONSENT" shall mean the consent, approval, ratification or adoption by a
Person of any action, determination or decision. The Consent of the Members
shall mean and require the Consent of Members owning all of the Membership
Interests.

     "CONTRACT" shall mean any contract, lease, license, easement, servitude,
right-of-way, mortgage, security interest, bond, note or other agreement or
instrument which creates legally enforceable rights or obligations.

     "CONTROL" shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities or voting interests, by
contract or otherwise.

     "DEBT COVENANT" shall mean any provision of any Contract to which the
Company is a party, or by which its assets are bound, which imposes one or more
restrictions on the financial activities or transactions of the Company,
including, but not limited to, the disbursement or other transfer of money or
property to Members.

     "DEFAULT RULE" shall mean a rule stated in the Act that (a) structures,
defines, or regulates the finances, governance, operations, or other aspects of
a limited liability company organized under the Act and (b) applies except to
the extent it is negated or modified through the provisions of a limited
liability company's certificate of formation or operating agreement.

     "DISSOLUTION EVENT" shall have the meaning set forth in section 7.1 hereof.

     "EFFECTIVE DATE" shall mean February 9, 2000.

     "ENTITY" shall mean any association, corporation, general partnership,
limited partnership, limited liability partnership, limited liability company,
joint stock association, joint venture, firm, trust, employee benefit plan,
syndicate, business trust or cooperative, or any other enterprise of any nature,
foreign or domestic, through which associates join together for the conduct of
business or investment.

     "INDEMNIFIED PERSONS" shall mean the Members, the Managing Member and the
Tax Matters Partner, and their respective officers, directors, employees,
agents, stockholders,

                                       -3-
<PAGE>

members and Affiliates, and any person who serves at the request of the Managing
Member on behalf of the Company as a partner, member, officer, director,
employee or agent of any other Person; PROVIDED that for purposes of this
definition, an "agent" who or which is an independent agent shall be an
Indemnified Person only to the extent that the Company or the Managing Member
has a legal or contractual obligation to indemnify such agent, it being
understood that this Agreement is not intended to create any such obligation,
and that any indemnification of an independent agent shall be subject to and
limited by the terms of such legal or contractual obligation.

     "LIQUIDATOR" shall have the meaning set forth in Section 7.4 hereof.

     "MANAGING MEMBER" shall mean the Person who, with respect to the affairs
and activities of the Company, shall have and possess, except as otherwise
expressly provided in this Agreement, all rights, powers, obligations and
authority of a managing member of a limited liability company under the Act,
subject to any restrictions and limitations imposed thereon by the Act or this
Agreement. Without limiting the generality of the foregoing, the Managing Member
shall have all rights, powers and authority to act for and legally bind the
Company as provided by Article IV of this Agreement and under applicable
provisions of the Act. The sole Managing Member shall be Mediacom Communications
Corporation.

     "MEDIACOM COMMUNICATIONS CORPORATION" shall mean Mediacom Communications
Corporation, a Delaware corporation.

     "MEDIACOM LLC" shall mean Mediacom LLC, a New York limited liability
company.

     "MEMBER" means any individual or Entity owning and holding a Membership
Interest. All owners and holders of Membership Interests are collectively
referred to as "MEMBERS."

     "MEMBERSHIP INTEREST" shall mean the entire ownership interest of a Member
in the Company at any particular time, expressed as a percentage, including the
right of such Member to any and all benefits to which a Member may be entitled
as provided in this Agreement and under the Act, together with the obligations
of such Member to comply with all of the terms and provisions of this Agreement
and the Act.

     "NET PROFITS" or "NET LOSSES" means the income or loss of the Company for
"book" or "capital account" purposes under Treasury Regulations Section
1.704-1(b)(2)(iv).

     "NON-MANAGING MEMBER" shall mean any Member other than the Managing Member.

     "PERSON" shall mean any individual or Entity.

     "PRINCIPAL OFFICE" shall mean the principal place of business of the
Company as may be established pursuant to Section 2.5 hereof.

     "SECRETARY OF STATE" shall mean the Secretary of State of the State of New
York.

                                       -4-
<PAGE>

     "SUBSIDIARY" shall mean any Entity Controlled by the Company.

     "TAXABLE INCOME" shall mean, with respect to each fiscal year of the
Company, the sum of (i) the amount by which the ordinary income of the Company
exceeds its ordinary loss, and (ii) the amount by which the capital gain of the
Company exceeds the sum of (A) its capital loss and (B) the excess of its
ordinary loss over its ordinary income.

     "TRANSFER" or "TRANSFERRED" shall mean to give, sell, assign, pledge,
hypothecate, devise, bequeath, or otherwise dispose of, encumber, or transfer,
or permit to be disposed of, encumbered, or transferred.

     "TREASURY REGULATIONS" shall mean the regulations promulgated by the
Internal Revenue Service under the Code, as the same from time to time may be
amended.

     SECTION 1.2 RELATIONSHIP OF AGREEMENT TO DEFAULT RULES. Regardless whether
this Agreement specifically refers to a particular Default Rule: (a) if any
provision of this Agreement conflicts with a Default Rule, the provision of this
Agreement controls and the Default Rule is modified or negated accordingly; and
(b) if it is necessary to construe a Default Rule as modified or negated in
order to effectuate any provision of this Agreement, the Default Rule shall be
modified or negated accordingly.

     SECTION 1.3 RELATIONSHIP OF AGREEMENT OF CERTIFICATE OF FORMATION. If a
provision of this Agreement differs from a provision of the Certificate of
Formation, this Agreement shall govern to the extent allowed by law.

                                   ARTICLE II
                                  ORGANIZATION
                                  ------------

     SECTION 2.1 FORMATION. One or more Persons has acted as an organizer to
form a limited liability company under the Act by filing with the Secretary of
State a Certificate of Formation for the Company. The filing of the Certificate
of Formation of the Company and the terms thereof are hereby ratified, adopted,
approved and Consented to by the Members.

     SECTION 2.2 NAME. The Company's business, activities and affairs shall be
conducted and administered under the name of the Company as set forth in the
definition of the Company in Section 1.1 until such time as the Managing Member
shall hereafter determine a different name and file an amendment to the
Certificate of Formation in accordance with the Act designating such different
name as the name of the Company.

     SECTION 2.3 PURPOSE. The Company has been formed for any lawful purpose or
purposes under the Act. The initial purpose of the Company shall be to engage in
and conduct the Business and to do all things incidental thereto. The Company
shall possess and shall be empowered to do all lawful acts and things that the
Managing Member may deem necessary,

                                       -5-
<PAGE>

advisable, convenient, incidental to or otherwise proper and appropriate for the
furtherance and accomplishment of the purposes of the Company.

     SECTION 2.4 TERM. The term of the Company commenced on the date of the
filing of the Certificate of Formation with the Secretary of State and shall
continue until the expiration date, if any, set forth in such Certificate unless
sooner terminated in accordance with the provisions of this Agreement or by
operation of law.

     SECTION 2.5 PRINCIPAL OFFICE. The principal office of the Company shall be
100 Crystal Run Road, Middletown, New York 10941. The Company may establish such
other place(s) of business as the Managing Member may, from time to time, deem
necessary, convenient, advisable or otherwise appropriate.

     SECTION 2.5 REGISTERED AGENT AND REGISTERED OFFICE. The registered agent
and registered office of the Company shall be as designated in the Certificate
of Formation. The registered office and registered agent may be changed from
time to time by the Managing Member filing the address of the new registered
office and/or the name of the new registered agent with the Secretary of State
as provided in the Act.

     SECTION 2.6 FOREIGN QUALIFICATION. Prior to the Company conducting business
in any jurisdiction other than the State of New York, the Managing Member shall
cause the Company to comply, to the extent procedures are available, with all
requirements necessary to qualify the Company as a foreign limited liability
company in such jurisdiction. Each Member shall execute, acknowledge, swear to
and deliver all certificates and other instruments conforming to this Agreement
that are necessary or appropriate to qualify, or, as appropriate, to continue or
terminate such qualification of the Company as a foreign limited liability
company in all such jurisdictions in which the Company may conduct business.

                                   ARTICLE III
                                     MEMBERS
                                     -------

     SECTION 3.1 MEMBERSHIP INTERESTS.  As of the Effective Date, the Membership
Interests in the Company are owned and held as follows:

<TABLE>
<CAPTION>

                                                            Membership Interest
             Member                Membership Units         Percentage Ownership
             ------                ----------------         --------------------
<S>                                    <C>                          <C>

  Mediacom Communications
    Corporation                        1,225,000                    100%

</TABLE>

     SECTION 3.2 CAPITAL CONTRIBUTIONS. No Member shall be obligated to make any
contributions to the capital of the Company.

     SECTION 3.3 CAPITAL AND CAPITAL ACCOUNTS.

                                       -6-
<PAGE>

          (a) An individual capital account (the "Capital Account") shall be
established and maintained on behalf of each Member in accordance with federal
income tax accounting principles and Treasury Regulation Section 1.704-1(b).

          (b) Except as may be determined by the Managing Member and approved by
the Consent of the Members, no Member shall be required to make any Capital
Contributions to the Company. The Capital Account of any Member who makes a
Capital Contribution shall be credited for the amount of such Capital
Contribution, but no such Member shall receive an increased Membership Interest
in the Company for making any Capital Contribution unless Consented to by the
Managing Member.

          (c) No interest shall be paid on any Capital Contribution or on a
Member's balance in its Capital Account.

          (d)  Loans or  services  by any  Member  to the  Company  shall not be
considered contributions to the capital of the Company.

          (e) No Member shall have the right to withdraw its Capital
Contribution or to demand and receive property of the Company or any
distribution in return for its Capital Contribution, except as may be
specifically provided in this Agreement or required by law.

          (f) Except as may be required by the Act, no Member shall have any
liability or obligation to the Company or to another Member to restore a
negative or deficit balance in such Member's Capital Account.

          (g) The Company shall increase or decrease the Capital Accounts of all
Members to reflect a revaluation of Company assets in accordance with, and upon
the happening of such events as described in, Treasury Regulations Section
1.704-1(b)(2)(iv)(f).

     SECTION 3.4 LIMITATION ON LIABILITY. No Member shall be liable under a
judgment, decree, or order of a court, or in any other manner, for a debt,
obligation or liability of the Company, except as provided by law. No Member
shall make or be required to make a loan of funds to the Company, except that a
Member may make a loan to the Company with the written Consent of, and on such
terms as are determined by, the Managing Member.

     SECTION 3.5 NO INDIVIDUAL AUTHORITY. No Member shall have any authority to
act for, or to undertake or assume any obligation, debt, duty or responsibility
on behalf of, any other Member or the Company.

     SECTION 3.6 NO MEMBER RESPONSIBLE FOR OTHER MEMBER'S COMMITMENT. In the
event any Member has incurred any indebtedness or obligation prior to the date
of formation of the Company that relates to or otherwise affects the Company,
neither the Company nor any other Member shall have any liability or
responsibility for or with respect to such indebtedness or obligation unless
such indebtedness or obligation is expressly assumed in writing by the Company
and Consented to by the Managing Member. Furthermore, neither the Company nor

                                       -7-
<PAGE>

any Member shall be responsible or liable for any indebtedness or obligation
that is hereafter incurred by any other Member except as expressly provided in
this Agreement. In the event that a Member, whether prior to or after the
effective date of this Agreement, incurs (or has incurred) any debt or
obligation for which neither the Company nor any other Member has any
responsibility or liability, the liable Member shall indemnify and hold harmless
the Company and the other Members from and against any liability or obligation
they may incur in respect thereof.

     SECTION 3.7 TRANSFER OF MEMBERSHIP INTERESTS. No Member may Transfer all or
any part of its Membership Interest except upon the Consent of the Managing
Member.

                                   ARTICLE IV
                                   MANAGEMENT
                                   ----------

     SECTION 4.1 MANAGEMENT. The overall management, operation and control of
the business, activities and affairs of the Company shall be vested exclusively
in the Managing Member, Mediacom Communications Corporation. In the event the
Managing Member is unable or unwilling to serve in such capacity, a replacement
and successor shall be chosen and appointed by Consent of the Members.

     SECTION 4.2 POWERS. The Managing Member shall have all of the rights,
powers and authority of a managing member of a limited liability company under
the Act and otherwise as provided by law. Except as otherwise expressly provided
in this Agreement, the Managing Member is hereby vested with the full, exclusive
and complete right, power, authority and discretion to manage, operate and
control the activities and affairs of the Company and to make all decisions
affecting the Company, as deemed necessary, advisable, convenient or otherwise
appropriate by the Managing Member to carry on the Business and purposes of the
Company. Without limiting the generality of the foregoing, the Members hereby
expressly agree and Consent that the Managing Member may, on behalf of the
Company, at any time, and without further notice to or Consent from any
Non-Managing Member (except to the extent otherwise expressly provided in this
Agreement), do or cause the company to do each of the following:

          (a) own,  sell,  assign,  mortgage,  license  or  lease,  any  real or
personal property, tangible or intangible;

          (b) acquire by purchase,  license,  lease,  or otherwise,  any real or
personal property, tangible or intangible;

          (c) sell,  trade,  exchange or otherwise  dispose of Company assets in
the ordinary course of the Company's business;

          (d) supervise the management of the Company and provide or arrange for
managerial services or assistance to be provided to the Company;

          (e) appoint,  employ and dismiss from employment any and all officers,
employees, attorneys, accountants, consultants and other agents of the Company;

                                       -8-
<PAGE>

          (f) incur   expenditures  for,  and   pay  all  expenses,   debts  and
obligations of, the Company;

          (g) open,  maintain  and close bank  accounts  of the Company and draw
checks or other orders for the payment of money thereon;

          (h) borrow money,  and extend or obtain  credit,  for and on behalf of
the Company;

          (i) except as otherwise expressly provided in this Agreement, enter
into, execute, amend, supplement, acknowledge and deliver any and all Contracts
or other instruments or documents as that the Managing Member shall determine to
be necessary, advisable, convenient or otherwise appropriate in furtherance of
the Business or purposes of the Company;

          (j) purchase at the expense of the Company liability and other
insurance to protect the Company's properties, business and employees and to
protect the Managing Member, Members, and any Affiliate, officer, director or
employee of any of the foregoing;

          (k) sue, prosecute, settle or compromise all claims against third
parties and compromise, settle or accept judgment in respect of claims against
the Company and execute all documents and make all representations, admissions
and waivers in connection therewith;

          (l) act as the Tax Matters Partner of the Company and exercise any
authority permitted the Tax Matters Partner under the Code and Treasury
Regulations, and take whatever steps such Tax Matters Partner, in its reasonable
discretion, deems necessary or desirable to perfect such designation, including
filing any forms and documents with the Internal Revenue Service and taking such
other action as may from time to time be required under Treasury Regulations;

          (m) execute any and all other instruments and documents which may be
necessary or, in the opinion of the Managing Member, desirable or convenient to
carry out the intent and purpose of this Agreement, including, but not limited
to, documents whose operation and effect extend beyond the term of the Company;

          (n) form one or more Subsidiaries of the Company to acquire
properties, operate and conduct all or any portion of the Business and engage in
any and all activities authorized hereunder; and

          (o) take any other lawful action that the Managing Member, in its sole
discretion, considers necessary, convenient or advisable in connection with the
Business, purposes and activities of the Company.

     SECTION 4.3 COMPENSATION.  The Managing Member shall serve in such capacity
without  compensation;  it being understood,  however,  that the Managing Member
shall be entitled

                                       -9-
<PAGE>

to reimbursement from the Company for all costs and expenses incurred by the
Managing Member in performing its duties hereunder.

     SECTION 4.4 RELIANCE BY THIRD PARTIES. Third parties dealing with the
Company may rely conclusively upon any certificate of the Managing Member to the
effect that it is acting on behalf of the Company. The signature of the Managing
Member shall be sufficient to bind the Company in every manner to any and all
Contracts, instruments and other documents drawn or entered into in connection
with the Business or purposes of the Company.

     SECTION 4.5 DELEGATION OF DUTIES. The Managing Member may delegate to any
Person any of the duties, powers and authority vested in it hereunder on such
terms and conditions as the Managing Member may consider appropriate. Any Person
so appointed shall be subject to removal at any time at the discretion of the
Managing Member, and shall report to and consult with the Managing Member at
such times and in such manner as the Managing Member may direct.

     SECTION 4.6 EXISTING MANAGEMENT AGREEMENTS. Any and all Contracts (the
"Prior Management Agreements") between Mediacom Management Corporation, a
Delaware corporation, and the Company or any of its Subsidiaries providing for
Mediacom Management Corporation to render managerial services to the Company
and/or any of its Subsidiaries are terminated and cancelled as of the Effecti"e
Date.

     SECTION 4.6 CONTRACTS WITH AFFILIATES. The Managing Member is authorized to
cause the Company and any of its Subsidiaries to enter into Contracts with
Affiliates of the Company or the Managing Member in respect of property,
services, or credit in the ordinary course of business, but only if the terms
thereof are economically comparable to, and no less advantageous to the Company
than, terms available from a Person not an Affiliate with respect to a
comparable transaction. Without limiting the generality of the foregoing, the
Managing Member is authorized to cause the Company and any of its Subsidiaries
to enter into one or more Contracts with the Managing Member pursuant to which
the Managing Member will render management services to the Company or any of its
Subsidiaries, as the case may be, upon terms that are comparable to the terms
contained in the Prior Management Agreements between Mediacom Management
Corporation and Affiliates of the Company concerning such services.

                                    ARTICLE V
                          ALLOCATIONS AND DISTRIBUTIONS
                          -----------------------------

     SECTION 5.1 ALLOCATION OF NET PROFITS OR NET LOSSES.

     (a) Except as otherwise expressly provided in this Article V, and subject
to the provisions of Section 704(c) of the Code, Net Profits or Net Losses of
the Company shall be allocated to the Members pro rata in accordance with their
respective Membership Interests.

     (b) No allocation of Net Losses or other item of loss or deduction shall be
made to a Member if it is determined that such allocation will cause the
Member's Capital Account to have

                                      -10-
<PAGE>

a deficit balance in excess of any amount such Member is obligated to restore
within the meaning of Treasury Regulations Sections 1.704-l(b) and 1.704-2,
after taking into account the adjustments described in Treasury Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     SECTION 5.2 DISTRIBUTIONS. Subject to any Debt Covenant(s) to which the
Company at the time may be bound, the Company shall distribute to all of the
Members, in proportion to their respective Membership Interests, all or any
portion of its Available Cash at such times and in such amounts as shall be
determined by the Managing Member.

                                   ARTICLE VI
                             ACCOUNTING AND RECORDS
                             ----------------------

     SECTION 6.1 RECORDS AND ACCOUNTING; FISCAL YEAR. The books and records of
the Company shall be kept, and the financial position and the results of its
operations recorded, in accordance with Generally Accepted Accounting
Principles, consistently applied. The books and records of the Company shall
reflect all Company transactions and shall be appropriate and adequate for the
Company's business. The fiscal year of the Company for financial reporting and
for federal income tax purposes shall be the calendar year.

     SECTION 6.2 ACCESS TO RECORDS. All books and records of the Company shall
be maintained at the Principal Office of the Company and each Member, and its
duly authorized representative, shall have access to such records at such office
and the right to inspect and copy them at reasonable times.

     SECTION 6.3 ACCOUNTING DECISIONS. Except as otherwise specifically set
forth herein, all decisions concerning accounting matters relating to the
Company shall be made by the Managing Member. The Managing Member may rely upon
the advice of the Company's accountants in making such decisions.

     SECTION 6.4 TAX DECISIONS. Except as otherwise specifically set forth
herein, all decisions concerning tax elections and other tax matters relating to
the Company shall be made by the Managing Member. The Managing Member may rely
upon the advice of the Company's accountants and other tax advisors in making
such decisions.

                                   ARTICLE VII
                                   DISSOLUTION
                                   -----------

     SECTION 7.1 DISSOLUTION.  The Company shall be dissolved upon the happening
of any of the following events (each, a "Dissolution Event"):

          (a) the expiration of the period fixed for the duration of the Company
in its Certificate of Formation;

          (b) the Consent of the Members;

                                      -11-
<PAGE>

          (c) the  occurrence  of  an  event  described  in  the  Act  regarding
bankruptcy or insolvency of any Member; or

          (d) the entry of a decree of judicial dissolution under the Act.

     SECTION 7.2 VOLUNTARY WITHDRAWAL. Except as expressly permitted in this
Agreement, no Member shall voluntarily withdraw or take any other voluntary
action which, directly or indirectly, would cause a Dissolution Event.

     SECTION 7.3 EFFECT OF DISSOLUTION. Except as permitted by the Act, upon
dissolution the Company shall cease to carry on its business, shall wind-up its
affairs and shall terminate its existence as provided in this Agreement and the
Act.

     SECTION 7.4 WINDING UP; LIQUIDATION. Upon dissolution, an accounting shall
be made by the Company's independent accountants of the accounts of the Company
and of the Company's assets, liabilities and operations, from the date of the
previous accounting until the date of the Dissolution Event, and the Managing
Member shall appoint a liquidator (the "Liquidator") to liquidate and wind up
the affairs of the Company. The Liquidator shall sell or otherwise liquidate all
of the Company's assets as promptly as practicable and allocate any profit or
loss resulting from sales of Company assets to the Members in accordance with
this Agreement.

     SECTION 7.5  DISTRIBUTION OF ASSETS.  The Liquidator  shall  distribute all
proceeds from liquidation in the following order of priority:

               (a) first, to the payment of all expenses of liquidation and all
debts and liabilities of the Company (including liabilities to Members who are
creditors of the Company to the extent permitted by law);

               (b) second,  to the setting up of such reserves as the Liquidator
may deem reasonably necessary for any contingent liabilities of the Company; and

               (c) third, PRO RATA to the Members in accordance with the
positive balances in their Capital Accounts (as determined after taking into
account adjustments required under Treasury Regulation Section 1.704-1
(b)(2)(ii)(b)(2)).

     SECTION 7.6 DEFICIT CAPITAL ACCOUNTS. Notwithstanding anything to the
contrary in this Agreement, upon a liquidation within the meaning of Treasury
Regulation Section 1.704-1(b)(2)(ii)(g), if any Member has a deficit Capital
Account (after giving effect to all contributions, distributions, allocations
and other Capital Account adjustments for all Fiscal Years, including the year
in which the liquidation occurs), such Member shall have no obligation to make
any contribution to the capital of the Company, and the negative balance of such
Member's Capital Account shall not be considered a debt owed by such Member to
the Company or to any other Person for any purpose whatsoever.

                                      -12-
<PAGE>

     SECTION 7.7 TERMINATION. Upon completion of the winding up, liquidation and
distribution of assets, the Company shall be deemed terminated and the
Liquidator shall file a Certificate of Cancellation with the Secretary of State
and take such other actions as may be necessary to terminate the Company.

                                  ARTICLE VIII
                                 INDEMNIFICATION
                                 ---------------

     SECTION 8.1 EXCULPATORY PROVISIONS. No Indemnified Person shall be liable,
directly or indirectly, to the Company or to any other Member for any act or
omission in relation to the Company or this Agreement taken or omitted by such
Indemnified Person in good faith, PROVIDED that such act or omission does not
constitute gross negligence, fraud or willful violation of the law or this
Agreement.

     SECTION 8.2 INDEMNIFICATION OF MEMBERS. The Company shall, to the fullest
extent permitted by the Act, indemnify and hold harmless each Indemnified Person
against all claims, liabilities and expenses of whatsoever nature ("CLAIMS")
relating to activities undertaken in connection with the Company, including but
not limited to, amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel, accountants' and experts' and other fees,
costs and expenses reasonably incurred in connection with the investigation,
defense or disposition (including by settlement) of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative body
in which such Indemnified Person may be or may have been involved, as a party or
otherwise, or with which such Indemnified Person may be or may have been
threatened, while acting as such Indemnified Person, PROVIDED that no indemnity
shall be payable hereunder against any liability incurred by such Indemnified
Person by reason of such Indemnified Person's gross negligence, fraud or willful
violation of law or this Agreement or with respect to any matter as to which
such Indemnified Person shall have been adjudicated not to have acted in good
faith.

     SECTION 8.3 ADVANCE OF EXPENSES. Expenses incurred by an Indemnified Person
in defense or settlement of any Claim that may be subject to a right of
indemnification hereunder may be advanced by the Company prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of the
Indemnified Person to repay such amount if it shall ultimately be determined
that the Indemnified Person is not entitled to be indemnified by the Company.

     SECTION 8.4 CONTROL OF CLAIM. The Company shall have the right to select
counsel (provided such counsel is reasonably satisfactory to the Indemnified
Person) and to control the defense of any action giving rise to a Claim,
PROVIDED that an Indemnified Person may nevertheless employ counsel to represent
and defend it, but the Company will not be required to pay the fees and
disbursements of more than one counsel in any jurisdiction in any proceeding
(unless by reason of potential conflicts of interest, representation by more
than one counsel is necessary). The right of the Company to control the defense
of any action shall not include the right to enter into a settlement with
respect to such action, unless such settlement is for money damages only (and
the Company first posts a bond or other security satisfactory to the Indemnified
Person sufficient to cover the full amount of the proposed settlement).

                                      -13-
<PAGE>

     SECTION 8.5 NON-EXCLUSIVITY. The right of any Indemnified Person to the
indemnification provided herein shall be cumulative of, and in addition to, any
and all rights to which such Indemnified Person may otherwise be entitled by
contract or as a matter of law or equity and shall extend to such Indemnified
Person's successors, assigns and legal representatives.

     SECTION 8.6 SATISFACTION FROM COMPANY ASSETS. All judgments against the
Company or an Indemnified Person, in respect of which such Indemnified Person is
entitled to indemnification, shall first be satisfied from Company assets before
the Indemnified Person is responsible therefor.

     SECTION 8.7 NOTICES OF CLAIMS. Promptly after receipt by an Indemnified
Person of notice of the commencement of any action or proceeding or threatened
action or proceeding involving a Claim, such Indemnified Person shall, if a
claim for indemnification in respect thereof is to be made against the Company,
give written notice to the Company and each other Member of the commencement of
such action, PROVIDED that the failure of any Indemnified Person to give notice
as provided herein shall not relieve the Company of its obligations under this
Article except to the extent that the Company is actually prejudiced by such
failure to give notice. Each such Indemnified Person shall keep the Company and
each other Member apprised of the progress of any such proceeding.

                                   ARTICLE IX
                                  MISCELLANEOUS
                                  -------------

     SECTION 9.1 NOTICES. Any notice to be given or to be served upon the
Company or any Member in connection with this Agreement must be in writing and
will be deemed to have been given and received when delivered to the Principal
Office, in the case of notice to the Company, or to the last known address of
the Member as reflected in the records of the Company. Any Member or the Company
may, at any time by giving five (5) days' prior written notice to the other
Members and the Company, designate any other address in substitution of the
foregoing address to which such notice will be given.

     SECTION 9.2 COMPLETE AGREEMENT. This Agreement, the Certificate of
Formation and the Act constitute the complete and exclusive statement of
agreement among the Members with respect to the subject matter hereof. This
Agreement and the Certificate of Formation supersede any and all prior written
and oral statements, agreements and understandings between the Members
concerning the subject matter of this agreement, including, without limitation,
all of the terms contained in the Fourth Amended and Restated Operating
Agreement, and no term, statement, agreement or understanding not contained in
this Agreement shall be binding on any Member or the Company or have any force
or effect whatsoever.

     SECTION  9.3  AMENDMENTS.  This  Agreement  may be amended  only by written
Consent of the Members.

                                      -14-
<PAGE>

     SECTION 9.4 BINDING EFFECT. This Agreement will be binding upon and inure
to the benefit of the Members and the Company, and their respective successors
and assigns.

     SECTION 9.5 NO THIRD PARTY BENEFICIARY. This Agreement is made solely and
specifically among and for the benefit of the Members and the Managing Member
and their respective successors and assigns, and no other person will have any
right, interest, or claim hereunder or be entitled to any benefits under or on
account of this Agreement as a third party beneficiary or otherwise.

     SECTION 9.6 SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under the present or future laws effective
during the term of this Agreement, such provision shall be fully severable, this
Agreement will be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and effect and
will not be affected by the illegal, invalid, or unenforceable provision or by
its severance from this Agreement.

     SECTION 9.7 MULTIPLE COUNTERPARTS. This Agreement may be executed in
several counterparts, each of which will be deemed an original but all of which
will constitute one and the same instrument.

     SECTION 9.8 ADDITIONAL DOCUMENTS AND ACTS. Each Member agrees to execute
and deliver such additional documents and instruments and to perform such
additional acts as may be necessary or appropriate to effectuate, carry out and
perform all of the terms, provisions. and conditions of this Agreement and the
transactions contemplated hereby.

     SECTION 9.9 HEADINGS. All headings herein are inserted only for convenience
and ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.

     SECTION 9.10 GOVERNING LAW. This Agreement and the rights and obligations
of the parties hereunder shall be governed by, interpreted, and enforced in
accordance with the laws of the State of New York without giving effect to
principles of conflicts of laws.

     IN WITNESS WHEREOF, the sole Member and Manager Member of Mediacom LLC has
execute this Agreement effective as of the date set forth above.


                                 SOLE MEMBER AND MANAGING MEMBER
                                 MEDIACOM COMMUNICATIONS CORPORATION
                                           (a Delaware corporation)

                                      -15-
<PAGE>

                                 By:    /s/_______________________________
                                 Name:  Rocco B. Commisso
                                 Title: Chairman and Chief Executive Officer




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