<PAGE>

                       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, 1999

                        COMMISSION FILE NUMBERS: 0-29227

                                                 333-57285-01

                                                 333-57285

                       MEDIACOM COMMUNICATIONS CORPORATION

                                  MEDIACOM LLC*

                          MEDIACOM CAPITAL CORPORATION*

           (EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

               DELAWARE                              06-1566067
               NEW YORK                              06-1433421
               NEW YORK                              06-1513997
         (STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)          IDENTIFICATION NUMBERS)

                              100 CRYSTAL RUN ROAD
                           MIDDLETOWN, NEW YORK 10941
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (914) 695-2600
               (REGISTRANTS' TELEPHONE NUMBER INCLUDING AREA CODE)

       SECURITIES REGISTERED PURSUANT TO SECTION 12(B)OF THE EXCHANGE ACT:
                                      None

      SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:
                 Class A Common Stock, $0.01 par value per share

     Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 3 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:

                                        YES    X            NO
                                             ----

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  Registrants'   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K: [X]

     As of March 15, 2000, the aggregate market value of the Class A common
stock of Mediacom Communications Corporation held by non-affiliates of Mediacom
Communications Corporation was approximately $575.1 million.

     As of March 15, 2000, there were outstanding 60,657,010 shares of Class A
common stock and 29,342,990 shares of Class B common stock.

*Mediacom LLC and Mediacom Capital Corporation meet the conditions set forth in
General Instruction I (1) (a) and (b) of Form 10-K and are therefore filing this
form with the reduced disclosure format.
<PAGE>

                       MEDIACOM COMMUNICATIONS CORPORATION

                          1999 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                PART I
                                                                                                       PAGE
<S>          <C>                                                                                       <C>
  ITEM 1.    BUSINESS..............................................................................      1
  ITEM 2.    PROPERTIES............................................................................     26
  ITEM 3.    LEGAL PROCEEDINGS.....................................................................     26
  ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................................     26

                                                PART II

  ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.................     27
  ITEM 6.    SELECTED FINANCIAL DATA...............................................................     28
  ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS...............................................................     32
  ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............................     39
  ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...........................................     40
  ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE................................................................     66

                                                PART III

  ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS...................................     67
  ITEM 11.   EXECUTIVE COMPENSATION................................................................     71
  ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........................     75
  ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................................     77

                                                PART IV

  ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.......................     80

</TABLE>


     Mediacom Communications Corporation, a Delaware corporation organized on
November 8, 1999, completed an initial public offering on February 9, 2000.
Prior to such time, Mediacom Communications Corporation had no assets,
liabilities, contingent liabilities or operations. Immediately prior to the
completion of its initial public offering, Mediacom Communications Corporation
issued shares of its Class A and Class B common stock in exchange for all of the
outstanding membership interests in Mediacom LLC, a New York limited liability
company that, prior to the initial public offering, served as a holding company
for our operating subsidiaries. Upon completion of such exchange, Mediacom LLC
became a wholly-owned subsidiary of Mediacom Communications Corporation and
continues to serve as a holding company for our operating subsidiaries. Each
operating subsidiary is wholly-owned by Mediacom LLC, except for a 1.0%
ownership interest in a subsidiary, Mediacom California LLC, that is held by
Mediacom Management Corporation, a Delaware corporation that is wholly-owned by
the Chairman and Chief Executive Officer of Mediacom Communications Corporation.
<PAGE>

     Mediacom Capital Corporation, a New York corporation that is wholly-owned
by Mediacom LLC, was formed in 1998 specifically to permit Mediacom LLC to issue
debt in the public market and does not conduct operations of its own.

     References in this Annual Report to "we," "us," or "our" are to Mediacom
Communications Corporation and its direct and indirect subsidiaries since the
initial public offering and to Mediacom LLC and its direct and indirect
subsidiaries prior to the initial public offering, unless the context specifies
or requires otherwise.

     This Annual Report on Form 10-K is for the year ended December 31, 1999.
The Securities and Exchange Commission allows us to "incorporate by reference"
information that we file with them, which means that we can disclose important
information to you by referring you directly to those documents. Information
incorporated by reference is considered to be part of this Annual Report.

     You should carefully review the information contained in this Annual
Report, but should particularly consider any risk factors that we set forth in
this Annual Report and in other reports or documents that we file from time to
time with the Securities and Exchange Commission. In this Annual Report, we
state our beliefs of future events and of our future financial performance. In
some cases, you can identify those so-called "forward-looking statements" by
words such as "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or the negative
of those words and other comparable words. You should be aware that those
statements are only our predictions. Actual events or results may differ
materially. In evaluating those statements, you should specifically consider
various factors, including the risks outlined below. Those factors may cause our
actual results to differ materially from any of our forward-looking statements.

FACTORS AFFECTING FUTURE OPERATIONS

     We commenced operations in 1996 and have grown rapidly since then,
principally through acquisitions. We acquired a substantial portion of our
operations in January 1998. In addition, our acquisitions in the fourth quarter
of 1999 nearly doubled the number of subscribers served by our systems. As a
result, you have limited information upon which to evaluate our performance in
managing our current systems, and our historical financial information may not
be indicative of the future results we can achieve with our systems. If we are
unable to successfully integrate our newly acquired cable systems, our growth
and profitability could be adversely affected.

     In addition, the cable television industry may be affected by, among other
things:

     o   changes in laws and regulations,

     o   changes in the competitive environment;

     o   changes in the costs of programming we distribute;

     o   changes in technology;

     o   franchise related matters;

     o   market conditions that may adversely affect the availability of debt
         and equity financing for working capital, capital expenditures or other
         purposes; and

     o   general economic conditions.
<PAGE>

                                     PART I

ITEM 1.       BUSINESS

INTRODUCTION

     We are the ninth largest cable operator in the United States, based on
customers served by wholly-owned systems after giving effect to our pending
acquisitions and recently announced industry transactions. As of December 31,
1999, our cable systems passed approximately 1.1 million homes and served
approximately 747,000 basic subscribers, including our pending acquisitions. We
were founded in July 1995 by Rocco B. Commisso, our Chairman and Chief Executive
Officer, to acquire and develop cable television systems serving principally
non-metropolitan markets of the United States.

     Since commencement of our operations in March 1996, we have experienced
significant growth by deploying a disciplined strategy of acquiring
underperforming cable systems primarily in markets with favorable demographic
profiles. Through December 1998, we spent approximately $432.4 million to
complete nine acquisitions of cable systems that served 360,600 basic
subscribers as of December 31, 1999. In October and November 1999, we acquired
for approximately $759.6 million the cable systems of Triax and Zylstra that
served 358,400 basic subscribers as of December 31, 1999. On a pro forma basis,
in 1999 our revenues were $297.3 million, EBITDA was $133.7 million, operating
loss was $72.5 million and net loss was $165.6 million. For purposes of this
Annual Report, EBITDA is operating income (loss) before depreciation and
amortization and non-cash stock charges.

     We also have generated strong internal growth and improved the operating
and financial performance of our systems. These results have been achieved
primarily through the introduction of an expanded array of core cable television
products and services made possible by the rapid upgrade of our cable network.
Assuming all our systems, excluding the Triax and Zylstra systems, were acquired
on January 1, 1998, in 1998 our revenues grew by 13.0%, EBITDA increased by
31.9%, the EBITDA margin improved from 35.1% to 41.0% and our internal
subscriber growth was 2.5%. Based on the same assumptions, in 1999 our revenues
grew by 12.3%, EBITDA increased by 21.6%, the EBITDA margin improved from 41.0%
to 44.4% and our internal subscriber growth was 1.9%. During these periods, we
also experienced significant increases in operating losses and net losses.

     We believe that advancements in digital technologies, together with the
explosive growth of the Internet, have positioned the cable industry's
high-speed, interactive, broadband network as the primary platform for the
delivery of video, voice and data services to homes and businesses. We believe
that there is considerable demand in the communities we serve for these products
and services. To capitalize on these opportunities, we are rapidly upgrading our
cable network to provide our customers with an expanded array of broadband
products and services. These include digital cable television, two-way,
high-speed Internet access, interactive video and telephony.

     Approximately 79% of our customers are currently served by systems which
have been upgraded to 550MHz to 750MHz bandwidth capacity, excluding those
customers served by the Triax and Zylstra systems. Our upgrade program already
has enabled us to begin introducing new broadband products and services. As of
December 1999, we offered digital cable services in systems passing 243,000
homes and serving 168,000 basic subscribers. In addition, through our strategic
relationship with SoftNet Systems, Inc.'s subsidiary, ISP Channel, which was
finalized in November 1999, we have deployed high-speed Internet access service
in systems passing more than 177,000 homes as of December 31, 1999, of which
120,000 homes were activated with two-way communications capability.

     Mr. Commisso has over 21 years of experience with the cable television
industry. Our other senior managers have an average of 18 years of experience in
acquiring, financing and operating cable systems. Prior to founding Mediacom,
Mr. Commisso served as Executive Vice President, Chief Financial Officer and
Director of Cablevision Industries Corporation from August 1986 to March 1995.

                                        1
<PAGE>

     Our principal executive offices are located at 100 Crystal Run Road,
Middletown, New York 10941. Our telephone number is (914) 695-2600, and our
website is located at www.mediacomcc.com. The information on our website is not
part of this Annual Report.

RECENT EVENTS

   INITIAL PUBLIC OFFERING

     On February 9, 2000, we completed an initial public offering of 20,000,000
shares of Class A common stock at $19.00 per share. Our net proceeds, after
underwriting discounts of approximately $22.8 million and estimated expenses
related to the offering of approximately $2.8 million, were $354.4 million and
were used to repay bank indebtedness.

   PENDING ACQUISITIONS

     As of March 15, 2000, we entered into four separate asset purchase
agreements to acquire cable television systems serving approximately 19,000
basic subscribers for an aggregate purchase price of $29.4 million. We expect to
close these four acquisitions in the second and third quarters of 2000, subject
to the receipt of all necessary regulatory approvals. We also have signed one
letter of intent to acquire cable systems serving approximately 9,000 basic
subscribers for a purchase price of $16.0 million. We expect to complete the
acquisition of these systems in the third quarter of 2000, subject to the
negotiation of definitive documentation and the receipt of all necessary
regulatory approvals.

PRODUCTS AND SERVICES

     We provide our customers with the ability to tailor their product selection
from a full array of core cable television services. In addition, we have begun
to offer our customers new and enhanced products and services such as digital
cable television services and two-way, high-speed Internet access. We also are
exploring opportunities in interactive video programming and telecommunications
services.

   CORE CABLE TELEVISION SERVICES

     We design both our basic channel line-up and our additional channel
offerings for each system according to demographics, programming preferences,
channel capacity, competition, price sensitivity and local regulation. Our core
cable television service offerings include the following:

     LIMITED BASIC SERVICE. Our limited basic service includes, for a monthly
fee, local broadcast channels, network and independent stations, limited
satellite-delivered programming, and local public, government, home-shopping and
leased access channels.

     EXPANDED BASIC SERVICE. Our expanded basic service includes, for an
additional monthly fee, various satellite-delivered channels such as CNN, MTV,
USA Network, ESPN, Lifetime, Nickelodeon and TNT.

     PREMIUM SERVICE. Our premium services are satellite-delivered channels
consisting principally of feature films, original programming, live sports
events, concerts and other special entertainment features, usually presented
without commercial interruption. HBO, Cinemax, Showtime, The Movie Channel and
Starz are typical examples. Such premium programming services are offered by the
systems both on a per-channel basis and as part of premium service packages
designed to enhance customer value and to enable us to take advantage of
programming agreements offering cost incentives based on premium service unit
growth.

     The significant expansion of bandwidth capacity resulting from our capital
improvement program will allow us to expand the use of tiered and multichannel
packaging strategies for marketing and promoting premium and niche programming
services. We believe that these packaging strategies will increase basic and
premium penetration as well as revenue per basic subscriber.


                                       2
<PAGE>

     PAY-PER-VIEW SERVICE. Our pay-per-view services allow customers to pay to
view a single showing of a feature film, live sporting event, concert and other
special event, on an unedited, commercial-free basis. Such pay-per-view services
are offered by us on a per-viewing basis, with subscribers only paying for
programs which they select for viewing.

   DIGITAL CABLE SERVICES

     Digital video technology is a computerized method of defining, transmitting
and storing information that makes up a television signal. Digital video
technology allows us to greatly increase our channel offerings through the use
of compression, which converts one analog channel into eight to 12 digital
channels. The digitally compressed signal is uplinked to a satellite, which
sends the signal back down to our cable system's headend to be distributed, via
optical fiber and coaxial cable, to our customer's home. A digital-capable
set-top box in the customer's home converts the digital signal back into an
analog format so that it can be viewed on a normal television screen. We believe
the implementation of digital technology has significantly enhanced and expanded
the video and service offerings we provide to our customers.

     We provide our digital video customers with programming packages that
include:

     o   up to 42 multichannel premium services;

     o   up to 35 pay-per-view movie and sports channels;

     o   up to 45 channels of digital music; and

     o   an interactive on-screen program guide to help them navigate the new
         digital choices.

     We introduced digital cable services in June 1999. As of December 31, 1999,
we offered digital cable services in systems passing 243,000 homes and serving
168,000 basic subscribers. On such date, we served 5,300 digital customers and
the average incremental monthly revenue per digital customer was approximately
$19.77. We expect to rapidly introduce digital cable television in most of our
remaining systems as we upgrade our cable network and consolidate our headend
facilities.

   HIGH-SPEED INTERNET ACCESS

     We plan to introduce two-way, high-speed Internet access over our network
in substantially all of our systems. The broadband cable network enables data to
be transmitted up to 100 times faster than traditional telephone modem
technologies. This high-speed capability allows our cable modem customer to
download large files from the Internet in a fraction of the time required when
using the traditional telephone modem. It also allows much quicker response
times when surfing the Internet, providing a richer experience for the customer.
In addition, the two-way communications capability of the cable Internet
connection eliminates the need for a telephone line, is always on and does not
require the customer to dial into the Internet service provider and await
authorization.

     To ensure that inter-operable, non-proprietary cable modems are made
available for purchase by customers on a retail basis, the cable industry has
developed general software operating standards, known as data over cable service
interface specifications. As of March 2000, fourteen cable industry vendors,
including equipment manufacturers such as Cisco, General Instrument, Phillips
Electronics, Samsung, Scientific-Atlanta, Sony, Thomson and Toshiba, received
official certification from Cable Television Laboratories, Inc. As a result,
standardized cable modems are currently available for purchase through various
distribution channels, including retail outlets, personal computer
manufacturers, and directly through the cable operator. Such availability will
allow customers to use these modems in different systems similar to the
traditional telephone modem, and should accelerate the deployment of high-speed
Internet access over cable networks.

     We believe that the speed, ease of installation and availability of cable
modems will increase the use and impact of the Internet. Furthermore, we believe
that the cable television network combined with data over cable service
interface specifications is currently the best vehicle to deliver all Internet
protocol services, including Internet access, broadband content, streaming media
and Internet protocol telephony to our customers both on the computer and to the
television via a digital set-top box, even though other high-speed alternatives
are being developed.

                                       3
<PAGE>

     In November 1999, we completed an agreement with SoftNet to deploy its
two-way, high-speed Internet access services throughout our cable systems. The
service will be marketed under SoftNet's ISP Channel. ISP Channel is a service
mark of SoftNet. Through the agreement with SoftNet, we are required to upgrade
our cable network to provide two-way communications capability in systems
passing 900,000 homes and make available such homes to SoftNet by December 2002.
As consideration for giving SoftNet access to our customers, SoftNet issued to
us 3.5 million shares of its common stock, representing a market value of
approximately $87.9 million as of December 31, 1999. Of the issued shares, up to
90% are subject to forfeiture in the event we do not make available a specified
number of two-way capable homes by certain prescribed dates.

     As of December 31, 1999, we had deployed ISP Channel's high-speed Internet
access service in systems passing over 177,000 homes, of which 120,000 homes
were activated with two-way communications capability. On such date, we offered
high-speed Internet access to approximately 500 cable modem customers. We also
provided dial-up telephone Internet access to approximately 4,600 customers. The
provision of this dial-up service creates a customer base that can be upgraded
to the high-speed cable modem service in the future.

   INTERACTIVE SERVICES

     Our upgraded cable network will have the capacity to deliver various
interactive television services. Interactive television can be divided among
three general service categories: enhanced television; Internet over the
television; and video-on-demand. These new services enable the customer to
interact over the television set, generally by using a conventional remote
television control or a computer keyboard, to either buy a product or service or
request information on a product or service.

     Enhanced television includes such services as ancillary programming
information, interactive advertising and impulse sales and purchases. Companies
delivering enhanced television services include TV Guide Interactive, Wink
Communications and Source Media. TV Guide Interactive provides the most basic
enhanced television service, a navigator that permits customers to customize
television program listings, set reminders and parental controls and order
pay-per-view events. Wink offers viewers the opportunity to interact with the
television during programs or commercials by way of flashing icons, leading them
to program-related information, such as news, sports and weather, or the ability
to purchase merchandise, or request product samples, coupons or catalogues.
Source Media allows viewers to receive local programming and information
services using a local guide and navigator with an Internet style experience.

     Companies providing Internet access over the television include WebTV and
WorldGate Communications. Internet access and e-mail are delivered using a
set-top box with the customer using a wireless keyboard. WebTV customers buy the
set-top device at retail outlets and are able to view enhanced web images on the
television screen. WorldGate Communications allows a viewer watching a
commercial or program on the television to link directly to a related web page
and requires no purchase by the customer of the set-top box. WorldGate
Communications uses the set-top boxes now being deployed by the cable industry.

     Companies providing video-on-demand, such as DIVA Systems Corporation and
Intertainer Inc., use servers at the headend facility of a cable system to
provide hundreds of movies or special events on demand with video cassette
recorder functionality, or the ability to fast forward, pause and rewind a
program at will. Using a remote control, customers order programming through
their set-tops that signals the server, enabling hardware and software residing
at the headend facility.

     While we have not entered into any agreements with any interactive service
providers, we are in discussions with several such providers and plan to
introduce interactive services to our customers in the second half of 2000.

                                       4
<PAGE>

   TELECOMMUNICATIONS SERVICES

     During the last several years, the cable industry has been developing the
capability to provide telephony services. Several of the nation's largest cable
operators now offer residential and/or commercial phone service. We believe
recent developments, including AT&T's purchase of Tele-Communications, Inc., its
pending acquisition of MediaOne, Inc. and its proposed joint ventures with six
other cable operators, will likely accelerate the pace of development of the
voice telephony business for the cable industry. We are exploring technologies
using Internet protocol telephony as well as traditional switching technologies
that are currently available to transmit telephony signals over our cable
network.

     Our upgrade plans include the installation of over 10,000 route miles of
fiber optic cable resulting in the creation of large, high-capacity regional
networks. We expect to construct our networks with excess fiber optic capacity,
thereby affording us the flexibility to pursue new data and telecommunications
opportunities such as:

     o   providing wide-area networks, which extends a local area network
         outside one building to other local area networks in other buildings
         and possibly in other cities;

     o   providing  point-to-point data services, which is a secure circuit that
         directly connects two points;

     o   offering virtual private networks, which use a shared data network to
         transport private data reliably and securely;

     o   leasing dark fiber capacity to enable carriers to penetrate markets and
         bypass incumbent providers; and

     o   entering into strategic relationships, similar to our relationship with
         SoftNet, to leverage our network footprints.


BUSINESS STRATEGY

     Our objective is to become the leading cable operator focused on providing
entertainment, information and telecommunications services in non-metropolitan
markets of the United States. The key elements of our strategy are to:

   IMPROVE THE OPERATING AND FINANCIAL PERFORMANCE OF OUR ACQUIRED CABLE SYSTEMS

     We seek to rapidly integrate our acquired cable systems and improve their
operating and financial performance. Prior to completion of an acquisition, we
formulate plans for customer care and billing improvements, network upgrades,
headend consolidation, new product and service launches, competitive positioning
and human resource requirements. After completing an acquisition, we implement
managerial, operating, purchasing, personnel and engineering changes designed to
effect these plans.

   DEVELOP EFFICIENT OPERATING CLUSTERS

     Our systems are managed through six operating clusters by local management
teams that oversee system activities and operate autonomously within financial
and operating guidelines established by our corporate office. To enhance these
clusters, our acquisition strategy focuses, in part, on acquiring or trading for
systems in close proximity to our own systems. By further concentrating the
geographic clustering of our cable systems, we expect additional operating
efficiencies through the consolidation of many managerial, customer service,
marketing, administrative and technical functions.

                                        5
<PAGE>

     The clustering of systems also enables us to consolidate headend
facilities, resulting in lower fixed capital costs on a per home basis as we
introduce new and enhanced products and services because of the larger number of
customers served by a single headend facility. This headend consolidation also
improves our ability to sell advertising on our cable systems. As a result of
our clustering and upgrade program, we expect to reduce the number of our
headend facilities from 449 as of December 31, 1999 to 90 by December 2002, so
that 92% of our customers will be served by 40 headend facilities.

   RAPIDLY UPGRADE OUR CABLE NETWORK

     We are rapidly upgrading our cable network to provide new broadband
products and services, improve our competitive position and increase overall
customer satisfaction. By December 2002, we anticipate that 91% of our basic
subscribers will be served by cable systems with 550MHz to 750MHz bandwidth
capacity and two-way communications capability. As part of our upgrade program,
we plan to deploy over 10,000 route miles of fiber optic cable to create large
regional fiber optic networks with the potential to provide advanced
telecommunications services. Our upgrade plans will allow us to:

     o   offer digital cable television, two-way, high-speed Internet access and
         interactive video;

     o   increase   channel   capacity  to  a  minimum  of  82   channels,   and
         significantly more with digital video technology;

     o   activate the two-way communications capability of our systems, which
         will give our customers the ability to send and receive signals over
         our cable network;

     o   eliminate 359 headend facilities, lowering our fixed capital costs on a
         per home basis as we introduce new products and services; and

     o   utilize our regional fiber optic networks to offer advanced
         telecommunications services.

   INTRODUCE NEW AND ENHANCED PRODUCTS AND SERVICES

     We have acquired cable systems that, prior to our ownership, generally
underserved their customers. We believe that significant opportunities exist to
increase our revenues by expanding the array of products and services we offer.
We have used and will continue to use the expanded channel capacity of our
upgraded systems to introduce several new basic programming services, additional
premium services and numerous pay-per-view channels.

     Utilizing digital video technology, we are offering multiple packages of
premium services, several pay-per-view channels on a near video-on-demand basis,
digital music services and interactive program guides. As of December 31, 1999,
we offered digital cable services in systems passing 243,000 homes and serving
168,000 basic subscribers. As a result of our strategic relationship with
SoftNet's ISP Channel, we expect to accelerate the deployment of two-way,
high-speed Internet access throughout our systems. As of December 31, 1999, we
had deployed ISP Channel's Internet access service in systems passing over
177,000 homes, of which 120,000 homes were activated with two-way communications
capability. In addition, we are currently exploring opportunities in interactive
video programming and telecommunications services.

   MAXIMIZE CUSTOMER SATISFACTION TO BUILD CUSTOMER LOYALTY

     As a result of our strong regional and local management presence, we are
more responsive to customer needs and preferences and better positioned to
strengthen relations with the local government authorities and the communities
we serve. We seek a high level of customer satisfaction by providing superior
customer service and attractively priced product and service offerings. We
believe our investments in the cable network are increasing customer
satisfaction as a result of a wide array of new product and service
introductions, greater technical reliability and improved quality of service. We
have implemented stringent internal customer service standards, which we believe
meet or exceed those established by the National Cable Television Association.
We have regional calling centers servicing 90% of our customers that are staffed
with dedicated personnel who provide service 24 hours a day, seven days a week.
We believe that our focus on customer service has enhanced our reputation in the
communities we serve, which has increased customer loyalty and the potential
demand for our new and enhanced products and services.

                                        6
<PAGE>

   ACQUIRE UNDERPERFORMING CABLE SYSTEMS PRINCIPALLY IN NON-METROPOLITAN MARKETS

     Our disciplined acquisition strategy targets underperforming cable systems
serving primarily non-metropolitan markets with favorable demographic profiles.
These systems are typically within the top 50 to 100 television markets and
small and medium-sized communities where customers generally require cable to
clearly receive a full complement of off-air television signals. Our markets
have attractive demographic characteristics, including household growth rates
that on average are higher than the national average. According to National
Decision Systems, the projected household growth in areas served by our systems
is 5.4% for the period ending 2004, exceeding the projected U.S. household
growth of 5.2% for the same period. We believe that there are advantages in
acquiring and operating cable systems in non-metropolitan markets, including:

     o   less direct competition given the lower housing densities and the
         resulting higher costs per customer of constructing a cable network;

     o   higher  penetration  levels of our services and lower customer turnover
         as a result of fewer competing entertainment alternatives; and

     o   generally lower overhead and operating costs than those incurred by
         cable operators serving larger markets.

     In addition, we seek to acquire or trade for cable systems in close
proximity to our existing operations because it is more cost effective to
provide cable television and advanced telecommunications services over an
expanded subscriber base within a concentrated geographic area. We believe that
we may be able to purchase fill-in acquisitions at favorable prices in
geographic regions where we are the dominant provider of cable television
services. As of March 15, 2000, we signed four separate asset purchase
agreements and one letter of intent to acquire cable systems serving
approximately 28,000 basic subscribers located in close proximity to our
systems, thereby complementing our operating clusters.

   IMPLEMENT A FLEXIBLE FINANCING STRUCTURE

     To support our business strategy and enhance our financial flexibility, we
have developed a financing strategy utilizing a blend of equity and debt capital
to complement our acquisition and operating activities. We have diversified our
sources of debt capital by raising long-term debt at the holding company while
utilizing our subsidiaries to access debt, principally in the commercial bank
market, through separate borrowing groups.

     We believe our financing strategy is beneficial because it broadens our
access to various equity and debt markets, enhances our flexibility in managing
our capital structure, reduces the overall cost of debt capital and permits us
to maintain a substantial liquidity position in the form of unused and available
subsidiary credit facilities. We used the net proceeds of our initial public
offering of approximately $354.4 million to repay outstanding indebtedness under
our subsidiary credit facilities. As of December 31, 1999, after giving pro
forma effect to our initial public offering, we reduced our financial leverage,
increased our unused credit commitments to approximately $640 million and
lowered our overall cost of debt capital to 7.7%.

                                        7
<PAGE>

DEVELOPMENT OF OUR SYSTEMS

     Since commencement of our operations in March 1996, we have completed 11
acquisitions of cable systems. The table below summarizes information related to
our completed acquisitions of cable systems in chronological order. The systems
were purchased from the named party identified in the Predecessor Owner column
or from one or more of its related parties or its controlling or managing
operator. The dollar amount set forth in the Purchase Price column represents
the final purchase price before closing costs and adjustments.


<TABLE>
<CAPTION>

                                                                                                        BASIC
                                                                                                     SUBSCRIBERS
                                                                                                        AS OF
                                                                                   PURCHASE PRICE   DECEMBER 31,
LOCATION OF SYSTEMS     PREDECESSOR OWNER                        ACQUISITION DATE  (IN MILLIONS)        1999
-------------------     -----------------                        ----------------  -------------        ----
<S>                    <C>                                     <C>                <C>                <C>
Ridgecrest, CA         Benchmark Communications                 March 1996             $ 18.8           9,300
Kern Valley, CA        Booth American Company                   June 1996                11.0           5,950
Nogales, AZ            Saguaro Cable TV Investors, L.P.         December 1996            11.4           8,000
Valley Center, CA      Valley Center Cable Systems, L.P.        December 1996             2.5           1,950
Dagsboro, DE           American Cable TV Investors 5, Ltd.      June 1997                42.6          31,300
Sun City, CA           Cox Communications, Inc.                 September 1997           11.5          10,100
Clearlake, CA          Jones Intercable, Inc.                   January 1998             21.4          18,250
Various States         Cablevision Systems Corporation          January 1998            308.2         271,850
Caruthersville, MO     Cablevision Systems Corporation          October 1998              5.0           3,900
Various States         Zylstra Communications Corporation       October 1999             19.5          14,000
Various States         Triax Midwest Associates, L.P.           November 1999           740.1         344,400
                                                                                    ---------         -------
                                                                                    $ 1,192.0         719,000
                                                                                    =========         =======
</TABLE>

DESCRIPTION OF OUR OPERATING REGIONS

   OVERVIEW

     The table below and the discussion that follows provide an overview of
selected operating and technical statistics for our regions as of December 31,
1999, unless otherwise indicated. Substantially all of the cable systems in the
North Central and Midwest regions resulted from the Triax acquisition completed
in November 1999.


<TABLE>
<CAPTION>

                                 NORTH
                                CENTRAL      MIDWEST      SOUTHERN   MID-ATLANTIC    CENTRAL     WESTERN       TOTAL
                                -------      -------      --------   ------------    -------     -------       -----
OPERATING DATA:

<S>                             <C>          <C>         <C>          <C>          <C>           <C>      <C>
Homes passed...............      253,100      270,200     192,250      126,200      126,200       103,550  1,071,500
Basic subscribers..........      176,700      173,700     138,300        87,400      81,350       61,550     719,000
Basic penetration..........         69.8%        64.3%        71.9%        69.3%        64.5%       59.4%        67.1%
Premium service units......       89,025       83,650     193,000        82,975     108,875       29,475     587,000
Premium penetration........         50.4%        48.2%       139.6%        94.9%       133.8%       47.9%        81.6%
Average monthly revenues
    per basic subscriber(1)       $33.89       $34.46       $37.51       $35.71      $34.80       $39.37      $35.52

CABLE NETWORK DATA:

Miles of plant.............        4,500        5,243        4,900        3,005       3,029        1,767      22,444
Density(2).................           57          52            39           42          42           59          48
Headend facilities.........          148         159            53           12          66           11         449
Headend facilities after
   upgrades(3).............          23           22            10            7          18           10          90
Percentage of basic subscribers
   at 550MHz to 750MHz.....         36.6%        33.3%        73.8%        93.8%       81.8%        57.1%        56.8%

------------------

(1)  Represents average monthly revenues for the three months ended December 31,
     1999, divided by average basic subscribers for such period.
(2)  Represents homes passed divided by miles of plant.
(3)  Represents number of headend facilities by December 2002 based on our
     current upgrade program.

</TABLE>

                                        8
<PAGE>

   NORTH CENTRAL REGION

     The North Central region consists of systems in Iowa, Minnesota, South
Dakota and Wisconsin. The North Central region's larger systems serve the
communities of Esterville and Spencer Iowa; Lake Minnetonka, Savage and Prior
Lake, Minnesota; Yankton, South Dakota; and Praire du Chien, Mauston,
Platteville and Viroqua, Wisconsin.

     By December 2002, we expect that 88% of the North Central region's basic
subscribers will be served by systems with 550MHz to 750MHz bandwidth capacity
and two-way communications capability. At that time, we expect the number of the
region's headend facilities will be reduced from 148 to 23 and that 62% of the
region's basic subscribers will be served by five headend facilities

   MIDWEST REGION

     The Midwest region consists of systems principally in Illinois and Indiana.
The Midwest region's larger systems serve the communities of Jacksonville,
Ottawa, Pontiac and Streater, Illinois; and Angola, Auburn, Bluffton, Bremen,
Kendallville and North Webster, Indiana.

     By December 2002, we expect that 88% of the Midwest region's basic
subscribers will be served by systems with 550MHz to 750MHz bandwidth capacity
and two-way communications capability. At that time, we expect the number of the
region's headend facilities will be reduced from 159 to 22 and that 91% of the
region's basic subscribers will be served by five headend facilities.

   SOUTHERN REGION

     Over 83% of our basic subscribers in the Southern region are located in the
suburbs and outlying areas of Pensacola, Fort Walton Beach and Panama City,
Florida; Mobile and Huntsville, Alabama; and Biloxi, Mississippi. The internal
subscriber growth for this region was 3.1% for the period ending December 31,
1999. We measure internal subscriber growth as the percentage change in basic
subscribers over a 12-month period, excluding the effects of acquisitions.

     By December 2002, we anticipate that 95% of the Southern region's basic
subscribers will be served by systems with 550MHz to 750MHz bandwidth capacity
and two-way communications capability and that the number of headend facilities
will be reduced from 53 to ten. At that time, we expect that 83% of the region's
basic subscribers will be served by five headend facilities.

   MID-ATLANTIC REGION

     The Mid-Atlantic region's systems serve communities in lower Delaware,
southeastern Maryland and the northeastern and western areas of North Carolina.
Our two largest systems in this region are Hendersonville, North Carolina, near
Asheville, North Carolina; and lower Delaware, outside of Ocean City, Maryland.
The internal subscriber growth for this region was 2.2% for the period ending
December 31, 1999.

     By December 2002, we expect that 95% of the Mid-Atlantic region's basic
subscribers will be served by systems with 550MHz to 750MHz bandwidth capacity
and two-way communications capability and that the number of headend facilities
will be reduced from 12 to seven. At that time, we expect that 93% of the
region's basic subscribers will be served by three headend facilities.

   CENTRAL REGION

     The Central region's systems serve the suburbs and outlying areas of Kansas
City and Springfield, Missouri; Topeka, Kansas, and communities in the western
portion of Kentucky. The internal basic subscriber growth rate of this region
was 0.3% for the period ending December 31, 1999.

     By December 2002, we expect that 90% of the Central region's basic
subscribers will be served by systems with 550MHz to 750MHz bandwidth capacity
and two-way communications capability and that the number of headend facilities
will be reduced from 66 to 18. At that time, we expect that 80% of the region's
basic subscribers will be served by five headend facilities.

                                        9
<PAGE>

   WESTERN REGION

     The Western region's systems serve communities in the following areas:
Clearlake, California; the Indian Wells Valley in central California; portions
of Riverside County and San Diego County, California; and Apache Junction and
Nogales, Arizona and outlying areas. The region's internal basic subscriber
growth was 0.6% for the period ending December 31, 1999.

     By December 2002, we expect that 90% of the Western region's basic
subscribers will be served by systems with at least 550MHz bandwidth capacity
and two-way communications capability. At that time, we expect that the region's
basic subscribers will be served by 10 headend facilities.

TECHNOLOGY OVERVIEW

     As part of our commitment to maximize customer satisfaction, to improve our
competitive position and to introduce new and enhanced products and services to
our customers, we plan to make significant investments in our cable network over
the three-year period ending December 2002. During such period, we intend to
invest approximately $400 million, with approximately $240 million used to
upgrade our cable network. The remaining $160 million will be spent on plant
expansion, digital headend facilities and set-top boxes, cable modems and
maintenance. The objectives of our upgrade program are:

     o   to increase the bandwidth capacity to 750MHz or higher;

     o   to activate two-way communications capability;

     o   to consolidate our headend facilities, through the extensive deployment
         of fiber optic networks; and

     o   to allow us to provide digital cable television, two-way, high-speed
         Internet access, interactive video and other telecommunications
         services.

     The following table describes the technological state of our cable network
as of December 31, 1999 and through December 31, 2002, based on our current
upgrade plans:

<TABLE>
<CAPTION>

                                                                          PERCENTAGE OF BASIC SUBSCRIBERS
                                                                          -------------------------------
                                                                    LESS THAN    400MHZ-    550MHZ-  |  TWO-WAY
                                                                      400MHZ     450MHZ     750MHZ   | CAPABLE
                                                                      -------------------------------|---------
<S>                                                                    <C>        <C>        <C>     |   <C>
     December 31, 1999..........................................        21%        22%        57%    |    11%
     December 31, 2000..........................................         7%        21%        72%    |    42%
     December 31, 2001..........................................         0%        19%        81%    |    67%
     December 31, 2002..........................................         0%         9%        91%    |    91%

</TABLE>


     By December 2002, we expect that 91% of our basic subscribers will be
served by systems with two-way communications capability. This will permit our
customers to send and receive signals over the cable network so that interactive
services, such as video-on-demand, will be accessible and high-speed Internet
access will not require a separate telephone line. Two-way communications
capability will also position us to offer cable telephony, using either Internet
protocol telephony as it becomes commercially feasible, or the traditional
switching technologies that are currently available.

     A central feature of our upgrade program is the deployment of high
capacity, hybrid fiber-optic coaxial architecture. The hybrid fiber optic
coaxial architecture combines the use of fiber optic cable, which can carry
hundreds of video, data and voice channels over extended distances, with coaxial
cable, which requires a more extensive signal amplification in order to obtain
the desired levels for delivering channels. In most of our systems, we connect
fiber optic cable to individual nodes serving an average of 350 homes or
commercial buildings. A node is a single connection to a system's main,
high-capacity fiber optic cable that is shared by a number of customers. Coaxial
cable is then connected from each node to the individual homes or buildings. We
believe hybrid fiber optic coaxial architecture provides higher capacity,
superior signal quality, greater network reliability and reduced operating costs
than traditional cable network design. Together with our plans for two-way
communications capability, we believe

                                       10
<PAGE>

hybrid fiber optic coaxial architecture will enhance our cable network's
capability to provide advanced telecommunications services.

     As of December 31, 1999, our systems were operated from 449 headend
facilities. We believe that fiber optics and advanced transmission technologies
make it cost effective to consolidate our headend facilities, allowing us to
realize operating efficiencies and resulting in lower fixed capital costs on a
per home basis as we introduce new products and services. By December 2002, we
plan to eliminate 359 headend facilities so that all of our customers will be
served by 90 headend facilities and 92% of our customers will be served by 40
headend facilities.

     As part of this headend consolidation program, we plan to deploy over
10,000 route miles of fiber optic cable to create large regional fiber optic
networks with the potential to provide advanced telecommunications services. We
expect to construct our regional networks with excess fiber optic capacity in
order to accommodate new and expanded products and services in the future.

SALES AND MARKETING

     We seek to be the premier provider of entertainment, information and
telecommunications services in the markets we serve. Our marketing programs and
campaigns offer a variety of cable services creatively packaged and tailored to
appeal to each of our local markets and to segments within each market. We
routinely survey our customers to ensure that we are meeting their demands and
our customer surveys keep us abreast of our competition so that we can counter
effectively competitors' service offerings and promotional campaigns. With our
strong local presence, we interact with our customers on a more individualized
basis allowing us to better service our customers and enhance customer loyalty
and trust.

     We use a coordinated array of marketing techniques to attract and retain
customers and to increase premium service penetration, including door-to-door
and direct mail solicitation, telemarketing, media advertising, local
promotional events, typically sponsored by programming services and
cross-channel promotion of new services and pay-per-view.

     We build awareness of our brand through a variety of promotional campaigns,
particularly in our newly acquired systems. As a result of our branding efforts,
our emphasis on customer service and our investments in the cable network, we
believe we have developed a reputation for quality, reliability and timely
introduction of new products and services.

     We invest a significant amount of time, effort and financial resources in
the training and evaluation of our marketing professionals and customer sales
representatives. Our customer sales representatives customize their sales
presentation to fit each of our customers' specific needs by conducting focused
consumer research and are given the incentive to use their frequent contact with
our customers as opportunities to sell our new products and services. As a
result, we believe we can accelerate the introduction of new products and
services to our customers and achieve high success rates in attracting and
retaining customers.

PROGRAMMING SUPPLY

     We have various contracts to obtain basic and premium programming for the
systems from program suppliers whose compensation is typically based on a fixed
fee per customer. Our programming contracts are generally for a fixed period of
time and are subject to negotiated renewal. Some program suppliers provide
volume discount pricing structures or offer marketing support to us. Our
successful marketing of multiple premium service packages emphasizing customer
value enables us to take advantage of such cost incentives. In addition, we are
a member of the National Cable Television Cooperative, Inc., a programming
consortium consisting of small to medium-sized multiple system operators
serving, in the aggregate, over ten million cable subscribers. The consortium
helps create efficiencies in the areas of obtaining and administering
programming contracts, as well as securing more favorable programming rates and
contract terms for small to medium-sized cable operators. We intend to negotiate
programming contract renewals both directly and through the consortium to obtain
the best available contract terms.

                                       11
<PAGE>

     Our programming costs are expected to increase in the future due to
additional programming being provided to our customers, increased costs to
purchase programming, inflationary increases and other factors affecting the
cable television industry. Although we will legally be able to pass through
expected increases in our programming costs to customers, there can be no
assurance that the marketplace will allow us to do so. We also have various
retransmission consent arrangements with commercial broadcast stations, which
generally expire in December 2002. None of these consents require payment of
fees for carriage. However, we have entered into agreements with certain
stations to carry satellite-delivered cable programming, which is affiliated
with the network carried by such stations.

     Currently, there are over 150 cable networks seeking to be carried on our
systems. We leverage our analog and digital channel capacity resulting from our
capital improvement program to negotiate more favorable long-term contracts with
our programming suppliers and utilize other financial arrangements to offset
programming cost increases.

CUSTOMER RATES

     Monthly customer rates for services vary from market to market, primarily
according to the amount of programming provided. As of December 31, 1999, our
monthly basic service rates for residential customers ranged from $4.93 to
$35.95; the combined monthly basic and expanded basic service rates for
residential customers ranged from $17.69 to $36.95; and per-channel premium
service rates, not including special promotions, ranged from $0.30 to $12.50 per
service for our systems. For the three months ended December 31, 1999, after
giving pro forma effect to the acquisitions of the Triax and Zylstra Systems for
this period, the weighted average monthly rate for our combined basic and
expanded basic services was approximately $27.17.

     Prior to our acquisition of the Triax systems, we were an eligible small
cable company under FCC rules which enabled us to utilize a simplified rate
setting methodology for most of the systems in establishing maximum rates for
basic and expanded basic services. This methodology almost always results in
rates that exceed those produced by the benchmark and cost-of-service rules
applicable to larger cable operators. The benchmark and cost-of-service rules
refer to the rate setting methodologies prescribed by the FCC. Prior to our
acquisition of their systems, Triax also used the simplified rate setting
methodology, although in a small percentage of their systems. Although we are no
longer an eligible small cable company, in most cases, our systems which
utilized this methodology, including the recently acquired Triax systems, are
allowed to maintain the rates set thereby. We believe that our rate practices
are generally consistent with the current practices in the industry.

     A one-time installation fee, which we may wholly or partially waive during
a promotional period, is usually charged to new customers. We charge monthly
fees for converters and remote control tuning devices and also charge
administrative fees for delinquent payments for service. Customers are free to
discontinue service at any time without additional charge in the majority of the
systems and may be charged a reconnection fee to resume service. Commercial
customers, such as hotels, motels and hospitals, are charged negotiated monthly
fees and a non-recurring fee for the installation of service. Multiple dwelling
units, which include commercial customers as well as condominiums and apartment
complexes, may be offered a bulk rate in exchange for single-point billing and
basic service to all units.

     In addition to customer fees, we derive modest amounts of revenues from the
sale of local spot advertising time on locally originated and
satellite-delivered programming and from affiliations with home shopping
services, which offer merchandise for sale to customers and compensate system
operators with a percentage of their sales receipts. We expect to increase the
sale of advertising time and the revenues derived from such sales as a result of
the consolidation of our headend facilities. This consolidation will
significantly increase the number of customers we serve from many of our headend
facilities which we expect will result in increased advertising revenues.

CUSTOMER SERVICE AND COMMUNITY RELATIONS

     We are dedicated to providing superior customer service. Our emphasis on
system reliability and customer satisfaction is a cornerstone of our business
strategy. We expect that on-going investments in our cable network will
significantly strengthen customer service as it will enhance the reliability of
our cable network and allow us to introduce new programming and other services
to our customers. We have implemented stringent internal customer

                                       12
<PAGE>

service standards, which we believe meet or exceed those established by the
National Cable Television Association. We maintain five regional calling
centers, which service 90% of our systems' customers. They are staffed with
dedicated personnel who provide service to our customers 24 hours a day, seven
days a week, on a toll-free basis. We believe our regional calling centers allow
us to coordinate more effectively installation appointments and reduce response
time to customer inquiries. We continue to invest in both personnel and
equipment of our regional calling centers to ensure that these operating units
are professionally managed and employ state-of-the-art technology.

     In addition, we are dedicated to fostering strong community relations in
the communities served by our systems. We support local charities and community
causes in various ways, including staged events and promotional campaigns to
raise funds and supplies for persons in need and in-kind donations that include
production services and free airtime on cable networks. We participate in the
"Cable in the Classroom" program, which is a national effort by cable companies
to provide schools with free cable television service and, where available,
Internet access. We also install and provide free cable television service to
government buildings and not-for-profit hospitals in our franchise areas. We
believe that our relations with the communities in which our systems operate are
good.

FRANCHISES

     Cable systems are generally operated under non-exclusive franchises granted
by local governmental authorities. These franchises typically contain many
conditions, such as: time limitations on commencement and completion of
construction; conditions of service, including number of channels, types of
programming and the provision of free service to schools and other public
institutions; and the granting of insurance and indemnity bonds by the cable
operator. Many of the provisions of local franchises are subject to federal
regulation under the Communications Act of 1934, as amended.

     As of December 31, 1999, our systems were subject to 891 franchises. These
franchises, which are non-exclusive, provide for the payment of fees to the
issuing authority. In most of the systems, such franchise fees are passed
through directly to the customers. The Cable Communications Policy Act of 1984
prohibits franchising authorities from imposing franchise fees in excess of 5%
of gross revenues and also permits the cable television system operator to seek
renegotiation and modification of franchise requirements if warranted by changed
circumstances.

     Substantially all of our systems' basic subscribers are in service areas
that require a franchise. The table below groups the franchises of our systems
by date of expiration and presents the approximate number and percentage of
basic subscribers for each group as of December 31, 1999.


<TABLE>
<CAPTION>

                                                                   PERCENTAGE OF    NUMBER OF      PERCENTAGE OF
                                                     NUMBER OF         TOTAL          BASIC         TOTAL BASIC
     YEAR OF FRANCHISE EXPIRATION                    FRANCHISES     FRANCHISES     SUBSCRIBERS      SUBSCRIBERS
     ----------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>           <C>              <C>
     2000 through 2003..........................        260             29.2%        232,555           32.3%
     2004 and thereafter........................        631             70.8%        486,445           67.7%
                                                        ---             ----         -------           ----
                 Total..........................        891            100.0%        719,000          100.0%
                                                        ===            =====         =======          =====

</TABLE>


     The 1984 Cable Act provides, among other things, for an orderly franchise
renewal process in which franchise renewal will not be unreasonably withheld or,
if renewal is denied and the franchising authority acquires ownership of the
system or effects a transfer of the system to another person, the operator
generally is entitled to the fair market value for the system covered by such
franchise. In addition, the 1984 Cable Act established comprehensive renewal
procedures, which require that an incumbent franchisee's renewal application be
assessed on its own merits and not as part of a comparative process with
competing applications.

     We believe that we generally have good relationships with our franchising
communities. We have never had a franchise revoked or failed to have a franchise
renewed. In addition, substantially all of our franchises eligible for renewal
have been renewed or extended prior to their stated expirations, and no
franchise community has refused to consent to a franchise transfer to us.

                                       13
<PAGE>

COMPETITION

   PROVIDERS OF BROADCAST TELEVISION AND OTHER ENTERTAINMENT

     Cable systems compete with other communications and entertainment media,
including over-the-air television broadcast signals that a viewer is able to
receive directly. The extent to which a cable system competes with over-the-air
broadcasting depends upon the quality and quantity of the broadcast signals
available by direct antenna reception compared to the quality and quantity of
such signals and alternative services offered by a cable system. Cable systems
also face competition from alternative methods of distributing and receiving
television signals and from other sources of entertainment such as live sporting
events, movie theaters and home video products, including videotape recorders
and videodisc players. In recent years, the FCC has adopted policies authorizing
new technologies and a more favorable operating environment for certain existing
technologies that provide, or may provide, substantial additional competition
for cable television systems. The extent to which a cable television service is
competitive depends in significant part upon the cable system's ability to
provide a greater variety of programming, superior technical performance and
superior customer service than are available over the air or through competitive
alternative delivery sources.

   DIRECT BROADCAST SATELLITE PROVIDERS

     Individuals can purchase home satellite dishes, which allow them to receive
satellite-delivered broadcast and non-broadcast program services, commonly known
as DBS, that formerly were available only to cable television subscribers.
According to recent government and industry reports, conventional, medium and
high-power satellites currently provide video programming services to 13.1
million individual households, condominiums, apartments and office complexes in
the United States.

     DBS service can be received virtually anywhere in the continental United
States through the installation of a small roof top or side-mounted antenna, and
it is accessible in areas where a cable plant has not been constructed or where
it is not cost effective to construct cable television facilities. DBS systems
use video compression technology to increase channel capacity and digital
technology to improve the quality of the signals transmitted to their customers.
DBS service is being heavily marketed on a nationwide basis by several service
operators. We believe our digital cable service is competitive with the
programming, channel capacity and the digital quality of signals delivered to
customers by DBS systems. We have deployed and will continue to deploy digital
cable service in the markets we serve.

     Two major companies, DirecTV and Echostar, are currently providing
nationwide high-power DBS services, which typically offer to their customers
more than 300 channels of programming, including programming similar to that
provided by cable systems. Until recently, DBS operators could not legally
deliver local broadcast signals. Legislation permitting DBS operators to
retransmit local broadcast signals was enacted on November 29, 1999. This
eliminates a significant competitive advantage which cable system operators have
had over DBS operators. DirecTV and Echostar have begun delivering local
broadcast signals in the largest markets and there are plans to expand such
coverage to many more markets over the next year. We are unable to predict the
effects this legislation and these competitive developments might have on our
business and operations.

   MULTICHANNEL MULTIPOINT DISTRIBUTION SYSTEMS

     Multichannel multipoint distribution systems deliver programming services
over microwave channels licensed by the FCC and received by subscribers with
special antennas. These wireless cable systems are less capital intensive, are
not required to obtain local franchises or pay franchise fees, and are subject
to fewer regulatory requirements than cable television systems. To date, the
ability of wireless cable services to compete with cable systems has been
limited by a channel capacity of up to 35-channels and the need for unobstructed
line-of-sight over-the-air transmission. Although relatively few wireless cable
systems in the United States are currently in operation or under construction,
virtually all markets have been licensed or tentatively licensed. The use of
digital compression technology, and the FCC's recent amendment to its rules to
permit reverse path or two-way transmission over wireless facilities, may enable
multichannel multipoint distribution systems to deliver more channels and
additional services, including Internet related services. Digital compression
technology refers to the conversion of the standard video signal into a digital
signal and the compression of that signal to facilitate multiple channel
transmissions through a single channel's signal.

                                       14
<PAGE>

   PRIVATE CABLE TELEVISION SYSTEMS

     Private cable television systems compete with conventional cable television
systems for the right to service condominiums, apartment complexes and other
multiple unit residential developments. The operators of these private systems,
known as satellite master antenna television systems, often enter into exclusive
agreements with apartment building owners or homeowners' associations that
preclude franchised cable television operators from serving residents of such
private complexes. However, the 1984 Cable Act gives franchised cable operators
the right to use existing compatible easements within their franchise areas on
nondiscriminatory terms and conditions. Accordingly, where there are preexisting
compatible easements, cable operators may not be unfairly denied access or
discriminated against with respect to access to the premises served by those
easements. Conflicting judicial decisions have been issued interpreting the
scope of the access right granted by the 1984 Cable Act, particularly with
respect to easements located entirely on private property. Under the 1996
Telecom Act, satellite master antenna television systems can interconnect
non-commonly owned buildings without having to comply with local, state and
federal regulatory requirements that are imposed upon cable systems providing
similar services, as long as they do not use public rights of way. The FCC has
held that the latter provision is not violated so long as interconnection across
public rights of way is provided by a third party.

   TRADITIONAL OVERBUILDS

     Cable television systems are operated under non-exclusive franchises
granted by local authorities. More than one cable system may legally be built in
the same area. Franchising authorities have from time to time granted additional
franchises to other companies, including other cable operators or telephone
companies, and these additional franchises might contain terms and conditions
more favorable than those afforded to the incumbent cable operator. In addition,
entities willing to establish an open video system, under which they offer
unaffiliated programmers non-discriminatory access to a portion of the system's
cable system may be able to avoid significant local franchising requirements.
Well financed businesses from outside the cable industry, such as public
utilities which already possess or are developing fiber optic and other
transmission facilities in the areas they serve may over time become
competitors. We believe that various entities are currently offering cable
service to an estimated 20,000 homes passed in the service areas of our
franchises.

   INTERNET ACCESS

     We have begun to accelerate the offering by our cable systems of high-speed
Internet access to our basic subscribers. These cable systems will compete with
a number of other companies, many of which have substantial resources, such as
existing Internet service providers, commonly known as ISP's, and local and long
distance telephone companies.

     Recently, a number of ISP's have asked local authorities and the FCC to
give them rights of access to cable systems' broadband infrastructure so that
they can deliver their services directly to cable systems' customers. Several
local franchising authorities have been examining the issue and a few have
required cable operators to provide such access. A U.S. District Court recently
ruled that localities are authorized to require such access. This decision is
being appealed. Some cable companies have initiated litigation challenging
municipal open access requirements. The FCC has thus far declined to take action
on ISP's access to broadband cable facilities. Congress and several state and
local jurisdictions are also reviewing this issue.

     The deployment of digital subscriber line technology, known as DSL, allows
Internet access to subscribers at data transmission speeds equal to or greater
than that of modems over conventional telephone lines. Numerous companies,
including telephone companies, have introduced DSL service and certain telephone
companies are seeking to provide high-speed broadband services, including
interactive online services, without regard to present service boundaries and
other regulatory restrictions. We are unable to predict the likelihood of
success of competing online services offered by our competitors or what impact
these competitive ventures may have on our business operations.

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<PAGE>

   OTHER COMPETITION

     The FCC has authorized a new interactive television service which permits
non-video transmission of information between an individual's home and
entertainment and information service providers. This service, which can be used
by direct broadcast satellite systems, television stations and other video
programming distributors, including cable television systems, is an alternative
technology for the delivery of interactive video services. It does not appear at
the present time that this service will have a material impact on the operations
of cable television systems.

     The FCC has allocated spectrum in the 28GHz range for a new multichannel
wireless service that can be used to provide video and telecommunications
services. The FCC recently completed the process of awarding licenses to use
this spectrum via a market-by-market auction. We do not know whether such a
service would have a material impact on the operations of cable television
systems.

     The 1996 Telecom Act directed the FCC to establish, and the FCC has
adopted, regulations and policies for the issuance of licenses for digital
television to incumbent television broadcast licensees. Digital television can
deliver high definition television pictures and multiple digital-quality program
streams, as well as CD-quality audio programming and advanced digital services,
such as data transfer or subscription video. The FCC also has authorized
television broadcast stations to transmit textual and graphic information that
may be useful to both consumers and businesses. The FCC also permits commercial
and noncommercial FM stations to use their subcarrier frequencies to provide
non-broadcast services, including data transmission.

     Advances in communications technology, as well as changes in the
marketplace and the regulatory and legislative environment, are constantly
occurring. Thus, it is not possible to predict the competitive effect that
ongoing or future developments might have on the cable industry.

EMPLOYEES

     As of December 31, 1999, we employed 1,242 full-time employees and 182
part-time employees. None of our employees are represented by a labor union. We
consider our relations with our employees to be good.

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<PAGE>

                           LEGISLATION AND REGULATION

     A federal law known as the Communications Act of 1934, (the "Communications
Act"), as amended, establishes a national policy to guide the regulation,
development and operation of cable communications systems. In 1996, a
comprehensive amendment to the Communications Act became effective and is
expected to promote competition and decrease governmental regulation of various
communications industries, including the cable television industry. However,
until the desired competition develops, various federal, state and local
governmental units will have broad regulatory authority and responsibilities
over telecommunications and cable television matters. The courts, especially the
federal courts, will continue to play an important oversight role as the
statutory and regulatory provisions are interpreted and enforced by the various
federal, state and local governmental units.

     The Communications Act allocates principal responsibility for enforcing the
federal policies between the FCC, state and local governmental authorities. The
FCC and state regulatory agencies regularly conduct administrative proceedings
to adopt or amend regulations implementing the statutory mandate of the
Communications Act. At various times, interested parties to these administrative
proceedings challenge the new or amended regulations and policies in the courts
with varying levels of success. We expect that further court actions and
regulatory proceedings will occur and will refine the rights and obligations of
various parties, including the government, under the Communications Act. The
results of these judicial and administrative proceedings may materially affect
the cable industry and our business and operations. In the following paragraphs,
we summarize the federal laws and regulations materially affecting the growth
and operation of the cable industry. We also provide a brief description of
certain state and local laws.

FEDERAL REGULATION

     The Communications Act and the regulations and policies of the FCC affect
significant aspects of our cable system operations, including:

     o   subscriber rates;

     o   the content of the programming we offer to subscribers,  as well as the
         way we sell our program packages to subscribers;

     o   the use of our cable systems by the local franchising authorities,  the
         public and other unrelated companies;

     o   our franchise agreements with local governmental authorities;

     o   cable system ownership limitations and prohibitions; and

     o   our use of utility poles and conduit.

   SUBSCRIBER RATES

     The Communications Act and the FCC's regulations and policies limit the
ability of cable systems to raise rates for basic services and equipment. No
other rates can be regulated. Federal law exempts cable systems from rate
regulation of cable services and customer equipment only in communities that are
subject to effective competition, as defined by federal law. Federal law also
prohibits the regulation of cable operators' rates where comparable video
programming services, other than direct broadcast satellites, are offered by
local telephone companies, or their related parties, or by third parties using
the local telephone company's facilities.

                                       17
<PAGE>

     Where there is no effective competition to the cable operator's services,
federal law gives local franchising authorities the responsibility to regulate
the rates charged by the operator for:

     o   the lowest level of programming service offered by cable operator,
         typically called basic service, which includes the local broadcast
         channels and any public access or governmental channels that are
         required by the operator's franchise; and

     o   the installation, sale and lease of equipment used by subscribers to
         receive basic service, such as converter boxes and remote control
         units.

     Local franchising authorities who wish to regulate basic service rates and
related equipment rates must first obtain FCC certification to regulate by
following a simplified FCC certification process and agreeing to follow
established FCC rules and policies when regulating the operator's rates.

     Several years ago, the FCC adopted detailed rate regulations, guidelines
and rate forms that a cable system operator and the local franchising authority
must use in connection with the regulation of basic service and equipment rates.
The FCC adopted a benchmark methodology as the principal method of regulating
rates. However, if this methodology produces unacceptable rates, the operator
may also justify rates using a detailed cost-of-service methodology. The FCC's
rules also require franchising authorities to regulate equipment rates on the
basis of actual cost plus a reasonable profit, as defined by the FCC.

     If the local franchising authority concludes that an operator's rates are
too high under the FCC's rate rules, the local franchising authority may require
the operator to reduce rates and to refund overcharges to subscribers, with
interest. The operator may appeal adverse local rate decisions to the FCC.

     The FCC's regulations allow an operator to modify regulated rates on a
quarterly or annual basis to account for changes in:

     o   the number of regulated channels;

     o   inflation; and

     o   certain external costs, such as franchise and other governmental fees,
         copyright and retransmission consent fees, taxes, programming fees and
         franchise-related obligations.

     As a further alternative, in 1995 the FCC adopted a simplified
cost-of-service methodology which can be used by small cable systems owned by
small cable companies. A small cable system is defined as a cable television
system which serves 15,000 or fewer basic customers. A small cable company is
defined as an entity serving a total of 400,000 or fewer basic customers that is
not affiliated with a larger cable television company, i.e., a larger cable
television company does not own more that a 20 percent equity share or exercise
legal control. This small system rate-setting methodology almost always results
in rates which exceed those produced by the benchmark and cost-of-service rules
applicable to larger cable television operators. Once the initial rates are set
they can be adjusted periodically for inflation and external cost changes as
described above. When an eligible small system grows larger than 15,000 basic
customers, it can maintain its then current rates, but it cannot increase its
rates in the normal course until an increase would be warranted under the rules
applicable to systems that have more than 15,000 customers. When a small cable
company grows larger than 400,000 basic customers, the qualified systems it then
owns will not lose their small system eligibility. If a small cable company
sells a qualified system, or if the company itself is sold, the qualified
systems retain that status even if the acquiring company is not a small cable
company. We were a small cable company, but with the completion of the Triax
acquisition, we no longer enjoy this status. However, as noted above, the
systems with less than 15,000 customers owned by us prior to the completion of
the Triax acquisition remain eligible for small cable system rate regulation.

                                       18
<PAGE>

     The Communications Act and the FCC's regulations also:

     o   require operators to charge uniform rates throughout each franchise
         area that is not subject to effective competition;

     o   prohibit  regulation of  non-predatory  bulk discount  rates offered by
         operators to subscribers in commercial  and  residential  developments;
         and

     o   permit regulated equipment rates to be computed by aggregating costs of
         broad categories of equipment at the franchise, system, regional or
         company level.

   CONTENT REQUIREMENTS

     The Communications Act and the FCC's regulations contain broadcast signal
carriage requirements that allow local commercial television broadcast stations:

     o   to elect once every three years to require a cable system to carry the
         station, subject to certain exceptions; or

     o   to negotiate with us on the terms by which we carry the station on our
         cable system, commonly called retransmission consent.

     The Communications Act requires a cable operator to devote up to one-third
of its activated channel capacity for the mandatory carriage of local commercial
television stations. The Communications Act also gives local non-commercial
television stations mandatory carriage rights; however, such stations are not
given the option to negotiate retransmission consent for the carriage of their
signals by cable systems. Additionally, cable systems must obtain retransmission
consent for:

     o   all  distant  commercial  television  stations,  except for  commercial
         satellite-delivered independent superstations such as WGN;

     o   commercial radio stations; and

     o   certain low-power television stations.

     The FCC has also initiated an administrative proceeding to consider the
requirements, if any, for mandatory carriage of digital television signals
offered by local television broadcasters. We are unable to predict the ultimate
outcome of this proceeding or the impact of new carriage requirements on the
operations of our cable systems.

     The Communications Act requires our cable systems to permit subscribers to
purchase video programming we offer on a per channel or a per program basis
without the necessity of subscribing to any tier of service, other than the
basic cable service tier. However, we are not required to comply with this
requirement until December 2002 for any of our cable systems that do not have
addressable converter boxes or that have other substantial technological
limitations. Many of our cable systems do not have the technological capability
to offer programming in the manner required by the statute and thus currently
are exempt from complying with the requirement. We anticipate having significant
capital expenditures over the next two to three years in order for us to meet
this requirement. We are unable to predict whether the full implementation of
this statutory provision in December 2002 will have a material impact on the
operation of our cable systems.

                                       19
<PAGE>

     To increase competition between cable operators and other video program
distributors, the Communications Act and the FCC's regulations:

     o   preclude any satellite video programmer affiliated with a cable
         company, or with a common carrier providing video programming directly
         to its subscribers, from favoring an affiliated company over
         competitors;

     o   require  such   programmers   to  sell  their   programming   to  other
         unaffiliated video program distributors; and

     o   limit the ability of such programmers to offer exclusive programming
         arrangements to their related parties.

     The Communications Act and the FCC's regulations contain restrictions on
the transmission by cable operators of obscene or indecent programming. It
requires cable operators to fully block both the video and audio portion of
sexually explicit or indecent programming on channels that are primarily
dedicated to sexually oriented programming or alternatively to carry such
programming only at safe harbor time periods, which are currently defined by the
FCC as the hours between 10 p.m. to 6 a.m. A three-judge federal district court
recently determined that this provision was unconstitutional. The federal
government appealed the lower court's decision to the United States Supreme
Court which recently agreed to review this case.

     The FCC actively regulates other aspects of our programming, involving such
areas as:

     o   our use of syndicated and network  programs and local sports  broadcast
         programming;

     o   advertising in children's programming;

     o   political advertising;

     o   origination cablecasting;

     o   sponsorship identification; and

     o   closed captioning of video programming.

   USE OF OUR CABLE SYSTEMS BY THE GOVERNMENT AND UNRELATED THIRD PARTIES

     The Communications Act allows local franchising authorities and unrelated
third parties to have access to our cable systems' channel capacity for their
own use. For example, it:

     o   permits franchising authorities to require cable operators to set aside
         channels for public, educational and governmental access programming;
         and

     o   requires a cable system with 36 or more activated channels to designate
         a significant portion of its channel capacity for commercial leased
         access by third parties to provide programming that may compete with
         services offered by the cable operator.

     The FCC regulates various aspects of third party commercial use of channel
capacity on our cable systems, including:

     o   the maximum reasonable rate a cable operator may charge for third party
         commercial use of the designated channel capacity;

     o   the terms and conditions for commercial use of such channels; and

     o   the procedures for the expedited resolution of disputes concerning
         rates or commercial use of the designated channel capacity.

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<PAGE>

     The FCC has from time to time received petitions from Internet service
providers to require access to our cable systems. We cannot predict if these or
other similar proposals will be adopted, or, if adopted, whether they will have
an adverse impact on our business and operations.

   FRANCHISE MATTERS

     We have non-exclusive franchises in virtually every community in which we
operate that authorize us to construct, operate and maintain our cable systems.
Although franchising matters are normally regulated at the local level through a
franchise agreement and/or a local ordinance, the Communications Act provides
oversight and guidelines to govern our relationship with local franchising
authorities. For example, the Communications Act:

     o   affirms the right of franchising authorities, which may be state or
         local, depending on the practice in individual states, to award one or
         more franchises within their jurisdictions;

     o   generally   prohibits  us  from  operating  in  communities  without  a
         franchise;

     o   encourages competition with existing cable systems by:

         -- allowing  municipalities  to operate their own cable systems without
            franchises, and

         -- preventing franchising authorities from granting exclusive
            franchises or from unreasonably refusing to award additional
            franchises covering an existing cable system's service area;

     o   permits local authorities, when granting or renewing our franchises, to
         establish requirements for cable-related facilities and equipment, but
         prohibits franchising authorities from establishing requirements for
         specific video programming or information services other than in broad
         categories;

     o   permits us to obtain modification of our franchise requirements from
         the franchise authority or by judicial action if warranted by
         commercial impracticability; and

     o   generally prohibits franchising authorities from:

         -- imposing requirements during the initial cable franchising process
            or during franchise renewal that require, prohibit or restrict us
            from providing telecommunications services,

         -- imposing  franchise  fees on  revenues  we  derived  from  providing
            telecommunications services over our cable systems,

         -- restricting  our  use  of  any  type  of  subscriber   equipment  or
            transmission technology, and

         -- limits our payment of franchise fees to the local franchising
            authority to 5.0% of our gross revenues derived from providing cable
            services over our cable system.

     The Communications Act contains renewal procedures designed to protect us
against arbitrary denials of renewal of our franchises although, under certain
circumstances, the franchising authority could deny us a franchise renewal.
Moreover, even if our franchise is renewed, the franchising authority may seek
to impose upon us new and more onerous requirements, such as significant
upgrades in facilities and services or increased franchise fees as a condition
of renewal. Similarly, if a franchising authority's consent is required for the
purchase or sale of our cable system or franchise, the franchising authority may
attempt to impose more burdensome or onerous franchise requirements on us in
connection with a request for such consent. Historically, cable operators
providing satisfactory services to their subscribers and complying with the
terms of their franchises have almost always obtained franchise renewals. We
believe that we have generally met the terms of our franchises and have provided
quality levels of service. We anticipate that our future franchise renewal
prospects generally will be favorable.

     Various courts have considered whether franchising authorities have the
legal right to limit the number of franchises awarded within a community and to
impose substantive franchise requirements. These decisions have been

                                       21
<PAGE>

inconsistent and, until the U.S. Supreme Court rules definitively on the scope
of cable operators' First Amendment protections, the legality of the franchising
process generally and of various specific franchise requirements is likely to be
in a state of flux.

   OWNERSHIP LIMITATIONS

     The Communications Act generally prohibits us from owning or operating a
satellite master antenna television system or multichannel multipoint
distribution system in any area where we provide franchised cable service and do
not have effective competition, as defined by federal law. We may, however,
acquire and operate a satellite master antenna television system in our existing
franchise service areas if the programming and other services provided to the
satellite master antenna television system subscribers are offered according to
the terms and conditions of our local franchise agreement.

     The Communications Act also authorizes the FCC to adopt nationwide limits
on the number of subscribers under the control of a cable operator. A federal
district court has concluded that this subscriber limitation is unconstitutional
and the FCC has stayed its enforcement; an appeal of this decision is pending in
a federal appellate court. Pending further action by the federal courts, the FCC
recently reconsidered its cable ownership regulations and:

     o   changed its subscriber ownership limit to 30% of subscribers to
         multi-channel video programming distributors nationwide, but maintained
         its voluntary stay on enforcement of that limitation pending further
         action;

     o   reaffirmed its subscriber ownership information reporting rules that
         require any person holding an attributable interest, as defined by FCC
         rules, in cable systems reaching 20% or more of homes passed by cable
         plant nationwide to notify the FCC of any incremental change in that
         person's cable ownership interests;

     o   retained its 5% voting stock attribution benchmark;

     o   raised the passive investor voting stock benchmark from 10% to 20%; and

     o   adopted a new equity/debt rule that will attribute any interest of over
         33% of the total assets,  I.E., debt plus equity,  voting or nonvoting,
         of an entity.

     The Communications Act and FCC regulations also impose limits on the number
of channels that can be occupied on a cable system by a video programmer in
which a cable operator has an interest. A federal district court has also
declared this statutory provision unconstitutional. An appeal of the district
court's decision has been consolidated with the appeal challenging the FCC's
subscriber ownership limitation regulations.

     The 1996 amendments to the Communications Act eliminated the statutory
prohibition on the common ownership, operation or control of a cable system and
a television broadcast station in the same service area. The identical FCC
regulation remains in place pending re-examination, although the FCC has
eliminated its regulatory restriction on cross-ownership of cable systems and
national broadcasting networks.

                                       22
<PAGE>

     The 1996 amendments to the Communications Act also made far-reaching
changes in the relationship between local telephone companies and cable service
providers. These amendments:

     o   eliminated federal legal barriers to competition in the local telephone
         and cable communications businesses, including allowing local telephone
         companies to offer video services in their local telephone service
         areas;

     o   preempted  legal  barriers  to   telecommunications   competition  that
         previously existed in state and local laws and regulations;

     o   set  basic  standards  for  relationships  between   telecommunications
         providers; and

     o   generally limited acquisitions and prohibited joint ventures between
         local telephone companies and cable operators in the same market.

     Local telephone companies may provide service as traditional cable
operators with local franchises or they may opt to provide their programming
over open video systems, subject to certain conditions, including, but not
limited to, setting aside a portion of their channel capacity for use by
unaffiliated program distributors on a non-discriminatory basis. A federal
appellate court recently overturned various parts of the FCC's open video rules,
including the FCC's preemption of local franchising requirements for open video
operators.

   POLE ATTACHMENT REGULATION

     The Communications Act requires the FCC to regulate the rates, terms and
conditions imposed by public utilities for cable systems' use of utility pole
and conduit space unless state authorities have demonstrated to the FCC that
they adequately regulate pole attachment rates, as is the case in certain states
in which we operate. In the absence of state regulation, the FCC administers
pole attachment rates on a formula basis. The FCC's current rate formula, which
is being reevaluated by the FCC, governs the maximum rate certain utilities may
charge for attachments to their poles and conduit by cable operators providing
only cable services and until 2001, by certain companies providing
telecommunications services. The FCC also adopted a new rate formula that will
be effective in 2001 and will govern the maximum rate certain utilities may
charge for attachments to their poles and conduit by companies providing
telecommunications services, including cable operators.

     Any resulting increase in attachment rates due to the FCC's new rate
formula will be phased in over a five-year period in equal annual increments,
beginning in February 2001. Several parties have requested the FCC to reconsider
its new regulations and several parties have challenged the new rules in court.
A federal district court recently upheld the constitutionality of the new
statutory provision, which requires that utilities provide cable systems and
telecommunications carriers with nondiscriminatory access to any pole, conduit
or right-of-way controlled by the utility. The lower court's decision was upheld
on appeal. We are unable to predict the ultimate impact of any revised FCC rate
formula or of any new pole attachment rate regulations on our business and
operations.

   OTHER REGULATORY REQUIREMENTS OF THE COMMUNICATIONS ACT AND THE FCC

     The FCC has adopted cable inside wiring rules to provide a more specific
procedure for the disposition of residential home wiring and internal building
wiring that belongs to an incumbent cable operator that is forced by the
building owner to terminate its cable services in a building with multiple
dwelling units. The FCC is also considering additional rules relating to inside
wiring that, if adopted, may disadvantage incumbent cable operators.

                                       23
<PAGE>

     The Communications Act includes provisions, among others, regulating and
the FCC actively regulates other parts of our cable operations, involving such
areas as:

     o   equal employment opportunity;

     o   consumer protection and customer service;

     o   technical standards and testing of cable facilities;

     o   consumer electronics equipment compatibility;

     o   registration of cable systems;

     o   maintenance of various records and public inspection files;

     o   microwave frequency usage; and

     o   antenna structure notification, marking and lighting.

     The FCC may enforce its regulations through the imposition of fines, the
issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the revocation of FCC licenses needed to
operate transmission facilities often used in connection with cable operations.
The FCC has ongoing rulemaking proceedings that may change its existing rules or
lead to new regulations. We are unable to predict the impact that any further
FCC rule changes may have on our business and operations.

     Other bills and administrative proposals pertaining to cable communications
have previously been introduced in Congress or considered by other governmental
bodies over the past several years. It is probable that Congress and other
governmental bodies will make further attempts relating to the regulation of
cable communications services.

   COPYRIGHT

     Our cable systems typically include in their channel line-ups local and
distant television and radio broadcast signals, which are protected by the
copyright laws. We generally do not obtain a license to use this programming
directly from the owners of the programming, but instead comply with an
alternative federal compulsory copyright licensing process. In exchange for
filing certain reports and contributing a percentage of our revenues to a
federal copyright royalty pool, we obtain blanket permission to retransmit the
copyrighted material carried on these broadcast signals. The nature and amount
of future copyright payments for broadcast signal carriage cannot be predicted
at this time.

     In a report to Congress, the U.S. Copyright Office recommended that
Congress make major revisions to both the cable television and satellite
compulsory licenses. Congress recently modified the satellite compulsory license
in a manner that permits DBS providers to become more competitive with cable
operators like us. The possible simplification, modification or elimination of
the cable communications compulsory copyright license is the subject of
continuing legislative review. The elimination or substantial modification of
the cable compulsory license could adversely affect our ability to obtain
suitable programming and could substantially increase the cost of programming
that remains available for distribution to our subscribers. We are unable to
predict the outcome of this legislative activity.

     Copyrighted music performed in programming supplied to cable television
systems by pay cable networks and basic cable networks is licensed by the
networks through private agreements with the American Society of Composers and
Publishers, commonly referred to as ASCAP, and BMI, Inc., the two major
performing rights organizations in the United States. Both the American Society
of Composers and Publishers and BMI offer through to the viewer licenses to the
cable networks which cover the retransmission of the cable networks' programming
by cable television systems to their customers.

     Our cable systems also utilize music in other programming and advertising
that we provide to subscribers. The rights to use this music are controlled by
various music performing rights organizations which negotiate on behalf of their
copyright owners for license fees covering each performance. The cable industry
and the major music

                                       24
<PAGE>

performing rights organizations are negotiating a standard licensing agreement
covering the performance of music contained in advertising and other information
inserted by operators into cable programming and on local access and origination
channels carried on cable systems. Rate courts established by a New York federal
court exist to determine appropriate copyright coverage and royalty fees in the
event the parties fail to reach a settlement or to negotiate renewals of
licensing agreements. Although we cannot predict the ultimate outcome of these
industry negotiations or the amount of any license fees we may be required to
pay for past and future use of music, we do not believe such license fees will
be significant to our financial position, results of operations or liquidity.

STATE AND LOCAL REGULATION

     Our cable systems use local streets and rights-of-way. Consequently, we
must comply with state and local regulation, which is typically imposed through
the franchising process. Our cable systems generally are operated in accordance
with non-exclusive franchises, permits or licenses granted by a municipality or
other state or local government entity. Our franchises generally are granted for
fixed terms and in many cases are terminable if we fail to comply with material
provisions. The terms and conditions of our franchises vary materially from
jurisdiction to jurisdiction. Each franchise generally contains provisions
governing:

     o   franchise fees;

     o   franchise term;

     o   system construction and maintenance obligations;

     o   system channel capacity;

     o   design and technical performance;

     o   customer service standards;

     o   sale or transfer of the franchise;

     o   territory of the franchise;

     o   indemnification of the franchising authority;

     o   use and occupancy of public streets; and

     o   types of cable services provided.

     A number of states subject cable systems to the jurisdiction of centralized
state governmental agencies, some of which impose regulation of a character
similar to that of a public utility. Attempts in other states to regulate cable
systems are continuing and can be expected to increase. To date, no state in
which we operate has enacted such state-level regulation. State and local
franchising jurisdiction is not unlimited; however, it must be exercised
consistently with federal law. The Communications Act immunizes franchising
authorities from monetary damage awards arising from regulation of cable systems
or decisions made on franchise grants, renewals, transfers and amendments.

     The foregoing describes all material present and proposed federal, state
and local regulations and legislation affecting the cable industry. Other
existing federal regulations, copyright licensing, and, in many jurisdictions,
state and local franchise requirements, are currently the subject of judicial
proceedings, legislative hearings and administrative proposals which could
change, in varying degrees, the manner in which cable systems operate. Neither
the outcome of these proceedings nor their impact upon the cable industry or our
cable operations can be predicted at this time.

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<PAGE>

ITEM 2.       PROPERTIES

     Our principal physical assets consist of cable television operating plant
and equipment, including signal receiving, encoding and decoding devices,
headend facilities and distribution systems and equipment at or near customers'
homes for each of the systems. The signal receiving apparatus typically includes
a tower, antenna, ancillary electronic equipment and earth stations for
reception of satellite signals. Headend facilities are located near the
receiving devices. Some basic subscribers of the systems utilize converters that
can be addressed by sending coded signals from the headend facility over the
cable network. Our distribution system consists primarily of coaxial and fiber
optic cables and related electronic equipment.

     We own the real property housing our regional call centers in Gulf Breeze,
Florida; Chillicothe, Illinois; and Waseca, Minnesota as well as numerous
locations for business offices and warehouses throughout our operating regions.
We lease space for our other regional call centers in Benton, Kentucky; and
Hendersonville, North Carolina. We also lease additional locations for business
offices and warehouses throughout our operating regions. Our headend facilities,
signal reception sites and microwave facilities are located on owned and leased
parcels of land, and we generally own the towers on which certain of our
equipment is located. We own most of our service vehicles. We believe that our
properties both owned and leased, are in good condition and are suitable and
adequate for our operations.

     Our cable television plant and related equipment generally are attached to
utility poles under pole rental agreements with local public utilities, although
in some areas the distribution cable is buried in underground ducts or trenches.
The physical components of the systems require maintenance and periodic
upgrading to improve system performance and capacity.

ITEM 3.       LEGAL PROCEEDINGS

     On January 19, 2000, Grey Advertising Inc. and Mediacom Inc., a
wholly-owned subsidiary of Grey, filed an action against us in the United States
District Court for the Southern District of New York asserting trademark
infringement, among other claims. The complaint alleges that Grey owns a
federally registered trademark for "Mediacom" and that our use of this name
constitutes trademark infringement. Grey is seeking a permanent injunction to
prohibit us from using the Mediacom name in the conduct of our business together
with unspecified monetary damages. We have denied the substantive allegations of
the complaint and are defending the action. If we are found to have infringed
the proprietary rights of Grey with respect to our use of the "Mediacom" mark or
variations thereof, we could be enjoined from using the "Mediacom" mark in
connection with our business and be required to pay material monetary damages.

     There are no other material pending legal proceedings to which we are a
party or to which any of our properties are subject.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1999.

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<PAGE>

                                     PART II

ITEM 5.       MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
              MATTERS


     Our Class A common stock has been traded on the Nasdaq National Market
under the symbol "MCCC" since February 4, 2000, the date of our initial public
offering. Prior to that time, there was no public market for our common stock.
The following table sets forth, for the period indicated, the high and low
closing sales prices for our Class A common stock as reported by the Nasdaq
National Market:

<TABLE>
<CAPTION>


                                                                             High          Low
                                                                             ----          ---
<S>                                                                       <C>         <C>
    First Quarter (from February 4, 2000 through March 15, 2000)           $ 19 3/4    $ 13 15/16

</TABLE>

     On March 15, 2000, the last reported sale price for our Class A common
stock on the Nasdaq National Market was $18.00 per share. As of March 15, 2000,
there were 26 holders of record of our Class A common stock, and there were 14
holders of record of our Class B common stock.

     We have never declared or paid any dividends on our common stock. We
currently anticipate that we will retain all of our future earnings for use in
the expansion and operation of our business. Thus, we do not anticipate paying
any cash dividends on our common stock in the foreseeable future. Our future
dividend policy will be determined by our board of directors and will depend on
various factors, including our results of operations, financial condition,
capital requirements and investment opportunities. In addition, the indentures
relating to our outstanding indebtedness restrict our payment of dividends.

USE OF PROCEEDS FROM OUR INITIAL PUBLIC OFFERING

     The effective date of our registration statement, which was filed on Form
S-1 under the Securities Act of 1933 (File Nos. 333-90879) and which relates to
the initial public offering of our Class A common stock, was February 3, 2000. A
total of 23,000,000 shares of our Class A common stock, including 3,000,000
shares to cover any over-allotment of shares, were registered at a proposed
maximum aggregate offering price of $460.0 million.

     The offering commenced on February 4, 2000 and was completed on February 9,
2000. The managing underwriters for the offering were Credit Suisse First Boston
Corporation, Salomon Smith Barney Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Chase Securities Inc., CIBC World Markets Corp and First Union
Securities, Inc. A total of 20,000,000 shares of our Class A common stock were
sold in the offering for an aggregate offering price of $380.0 million. Our net
proceeds, after underwriting discounts of approximately $22.8 million and
estimated expenses related to the offering of approximately $2.8 million, were
$354.4 million and were used to repay bank indebtedness.

                                       27
<PAGE>

ITEM 6.       SELECTED FINANCIAL DATA

     In the table below, we provide you with:

     o   selected historical financial data for the year ended December 31, 1995
         and for the period from January 1, 1996 through March 11, 1996, and
         balance sheet data as of December 31, 1995, which are derived from the
         audited financial statements of Benchmark Acquisition Fund II Limited
         Partnership, which is our predecessor company; and

     o   selected historical consolidated financial and operating data for the
         period from the commencement of our operations on March 12, 1996
         through December 31, 1996 and for the years ended December 31, 1997,
         1998 and 1999, and balance sheet data as of December 31, 1996, 1997,
         1998 and 1999, which are derived from and should be read in conjunction
         with the audited consolidated financial statements of Mediacom LLC.

     Mediacom LLC commenced operations on March 12, 1996 with the acquisition of
a cable system from Benchmark Acquisition Fund II Limited Partnership and has
since completed ten additional acquisitions as of December 31, 1999. The
historical results of operations of the systems acquired have been included from
their respective dates of acquisition to the end of the period presented.

     Mediacom LLC was formed as a limited liability company in July 1995 and
since that time its taxable income or loss has been included in the federal and
certain state income tax returns of our members.

     We are a Delaware corporation that was organized in November 1999. Upon
completion of our initial public offering, we became subject to the provisions
of Subchapter C of the Internal Revenue Code. As a C corporation, we will be
fully subject to federal, state and local income taxes.

     See  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations."

                                       28
<PAGE>

<TABLE>
<CAPTION>


                                                                    SELECTED FINANCIAL DATA

                                            PREDECESSOR                               MEDIACOM LLC
                                       ---------------------      ----------------------------------------------------
                                         YEAR      JANUARY 1         MARCH 12        YEAR           YEAR          YEAR
                                        ENDED       THROUGH          THROUGH         ENDED         ENDED         ENDED
                                     DECEMBER 31,  MARCH 11,       DECEMBER 31,  DECEMBER 31,   DECEMBER 31,  DECEMBER 31,
                                         1995        1996              1996          1997           1998          1999
                                         ----        ----              ----          ----           ----          ----
                                            (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER SUBSCRIBER AMOUNT)
STATEMENT OF OPERATIONS DATA:

<S>                                    <C>           <C>              <C>           <C>          <C>          <C>
    Revenues                           $ 5,171       $ 1,038          $ 5,411       $ 17,634     $ 129,297    $    176,052
    Costs and expenses:

       Service costs                     1,536           297            1,511          5,547        43,849          58,058
       Selling, general and
         administrative expenses         1,059           222               931          2,696        25,596         32,949
       Management fee expense(1)           261            52               270            882         5,797          6,951
       Depreciation and amortization     3,945           527             2,157          7,636        65,793        101,065
       Non-cash stock charges(2)            -             -                 -              -             -          15,445
                                       -------        ------           -------      ---------    ----------      ---------
    Operating income (loss)             (1,630)          (60)              542            873       (11,738)       (38,416)
    Interest expense, net(3)               935           201             1,528          4,829        23,994         37,817
    Other expenses                          -              -               967            640         4,058          5,087
                                       -------        ------           -------      ---------    ----------      ---------
    Net loss                           $(2,565)       $ (261)         $ (1,953)        (4,596)   $  (39,790)  $    (81,320)
                                       =======        ======          ========      =========    ==========   ============

    Basic and diluted net loss
       per share(4)                                                   $  (4.45)     $   (3.66)   $    (5.28)  $      (4.11)
    Weighted average common
       shares outstanding(4)                                           438,551      1,255,501     7,537,912     19,797,130

BALANCE SHEET DATA (END OF
PERIOD):

    Total assets                       $ 8,149                        $ 46,560      $ 102,791    $  451,152   $  1,265,926
    Total debt                          12,217                          40,529         72,768       337,905      1,139,000
    Total redeemable members'
       equity                           (4,568)                          4,537         24,441        78,651         54,615

SUPPLEMENTARY DATA:
    System cash flow(5)                $ 2,576        $  519          $  2,969      $   9,391    $   59,852   $     85,045
    System cash flow margin(6)            49.8%         50.0%             54.9%          53.3%         46.3%          48.3%
    EBITDA(7)                          $ 2,315           467          $ 2,699       $   8,509    $   54,055   $     78,094
    EBITDA margin(8)                      44.8%         45.0%             49.9%          48.3%         41.8%          44.4%

    Net cash flows provided by
       operating activities            $ 1,478        $  226          $    237      $   7,007      $ 53,556   $     54,216
    Net cash flows used in
       investing activities              (261)           (86)          (45,257)       (60,008)     (397,085)      (851,548)
    Net cash flows (used in)
       provided by financing
       activities                       (1,077)            -            45,416         53,632       344,714        799,593

OPERATING DATA

(END OF PERIOD, EXCEPT AVERAGE):
    Homes passed(9)                                                     38,749         87,750       520,000      1,071,500
    Basic subscribers(10)                                               27,153         64,350       354,000        719,000
    Basic penetration(11)                                                 70.1%          73.3%         68.1%          67.1%
    Premium service units(12)                                           11,691         39,288       407,100        587,000
    Premium penetration(13)                                               43.1%          61.1%        115.0%          81.6%
    Average monthly revenues
       per basic subscriber(14)                                                     $   32.11    $    32.88   $      35.52

                                                                                                          (NOTES ON FOLLOWING PAGE)

</TABLE>

                                       29
<PAGE>

                        NOTES TO SELECTED FINANCIAL DATA

(1)  Represents fees paid to Mediacom Management Corporation ("Mediacom
     Management"), a Delaware corporation, for management services rendered to
     our operating subsidiaries. Mediacom Management utilized these fees to
     compensate its employees as well as to fund its corporate overhead. The
     management agreements with Mediacom Management were amended effective
     November 19, 1999 in connection with an amendment to Mediacom LLC's
     operating agreement. The amended agreements provided for management fees
     equal to 2% of annual gross revenues. Each of the management agreements was
     terminated upon the completion of our initial public offering. At that
     time, Mediacom Management's employees became our employees and its
     corporate overhead became our corporate overhead. These expenses will be
     reflected as our corporate expense, which we estimate will amount to
     approximately 2% of our annual gross revenues.

(2)  Represents a non-cash stock charge of approximately $628,000 associated
     with amendments to our management agreements with Mediacom Management for
     which additional equity interests were granted to a Mediacom LLC member and
     an approximate $14.8 million non-cash stock charge associated with a grant
     of equity interests to certain members of our management team in 1999. See
     Notes 10 and 15 of Mediacom LLC's consolidated financial statements for
     further discussion.

(3)  Net of interest income.  Interest income for the periods  presented was not
     material.

(4)  Basic and diluted loss per share is calculated based on the weighted
     average shares outstanding. The weighted average shares outstanding is
     computed based on the conversion ratio used to exchange the Mediacom LLC's
     membership units for shares of Mediacom Communications Corporation Class A
     and Class B common stock immediately prior to Mediacom Communications
     Corporation's initial public offering. See Note 3 of Mediacom LLC's
     consolidated financial statements.

(5)  Represents  EBITDA,  as  defined  in note 7 below,  before  management  fee
     expense. System cash flow:

     o   is not intended to be a performance measure that should be regarded as
         an alternative either to operating income or net income as an indicator
         of operating performance or to the statement of cash flows as a measure
         of liquidity;

     o   is  not  intended  to  represent  funds  available  for  debt  service,
         dividends, reinvestment or other discretionary uses; and

     o   should not be considered in isolation or as a substitute for measures
         of performance prepared in accordance with generally accepted
         accounting principles.

     System cash flow is included in this report because our management believes
     that system cash flow is a meaningful measure of performance commonly used
     in the cable television industry and by the investment community to analyze
     and compare cable television companies. Our definition of system cash flow
     may not be identical to similarly titled measures reported by other
     companies.

(6)  Represents system cash flow as a percentage of revenues. This measurement
     is used by us, and is commonly used in the cable television industry, to
     analyze and compare cable television companies on the basis of operating
     performance, for the reasons discussed in note 5 above.

                                       30
<PAGE>

(7)  Represents operating income (loss) before depreciation and amortization and
     non-cash stock charges. EBITDA:

     o   is not intended to be a performance measure that should be regarded as
         an alternative either to operating income or net income as an indicator
         of operating performance or to the statement of cash flows as a measure
         of liquidity;

     o   is  not  intended  to  represent  funds  available  for  debt  service,
         dividends, reinvestment or other discretionary uses; and

     o   should not be considered in isolation or as a substitute for measures
         of performance prepared in accordance with generally accepted
         accounting principles.

     EBITDA is included in this report because our management believes that
     EBITDA is a meaningful measure of performance commonly used in the cable
     television industry and by the investment community to analyze and compare
     cable television companies. Our definition of EBITDA may not be identical
     to similarly titled measures reported by other companies.

(8)  Represents EBITDA as a percentage of revenues. This measurement is used by
     us, and is commonly used in the cable television industry, to analyze and
     compare cable television companies on the basis of operating performance,
     for the reasons discussed in note 7 above.

(9)  Represents the number of single residence homes, apartments and condominium
     units passed by the cable distribution network in a cable system's service
     area.

(10)  Represents subscribers of a cable television system who receive a package
      of over-the-air broadcast stations, local access channels and/or certain
      satellite-delivered cable television services and who are usually charged
      a flat monthly rate for a number of channels.

(11)  Represents  basic  subscribers  as a  percentage  of total number of homes
      passed.

(12)  Represents the number of subscriptions to premium services. A subscriber
      may purchase more than one premium service, each of which is counted as a
      separate premium service unit.

(13)  Represents premium service units as a percentage of total number of basic
      subscribers. This ratio may be greater than 100% if the average basic
      subscriber subscribes to more than one premium service unit.

(14)  Represents average monthly revenues for the last three months of the
      period divided by average basic subscribers for such period. Average
      monthly revenues per basic subscriber includes the revenues of
      acquisitions of cable systems made during the last three months of the
      period as if such acquisitions were completed at the beginning of the
      three month period. This measurement is commonly used in the cable
      television industry to analyze and compare cable television companies on
      the basis of operating performance.

                                       31
<PAGE>

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

INTRODUCTION

     We materially expanded our business in 1997, 1998 and 1999 through
acquisitions. The acquisitions of the Zylstra and Triax systems in October and
November 1999 doubled the number of our basic subscribers. All acquisitions have
been accounted for under the purchase method of accounting and, therefore, our
historical results of operations include the results of operations for each
acquired system subsequent to its respective acquisition date. As such, we do
not believe the discussion and analysis of our historical financial condition
and results of operations set forth below are indicative nor should they be
relied upon as an indicator of our future performance.

GENERAL

     Our revenues are primarily attributable to monthly subscription fees
charged to basic subscribers for our basic and premium cable television
programming services.

     o   Basic revenues consist of monthly subscription fees for all services
         other than premium programming and also include monthly charges for
         customer equipment rental and installation fees.

     o   Premium revenues consist of monthly subscription fees for programming
         provided on a per channel basis or as part of premium service packages.

     o   Other revenues represent pay-per-view charges, late payment fees,
         advertising revenues and commissions related to the sale of goods by
         home shopping services. Pay-per-view is programming offered on a
         per-program basis, which a subscriber selects and pays a separate fee.

     The following table sets forth for the periods indicated the percentage of
our total revenues attributable to the sources indicated:

<TABLE>
<CAPTION>


                                                                                 YEARS ENDED DECEMBER 31,
                                                                                 ------------------------
                                                                             1999          1998          1997
                                                                             ----          ----          ----
<S>                                                                         <C>           <C>           <C>
     Basic revenues                                                           81.0%        80.0%         81.0%
     Premium revenues................................................         13.0         15.0           9.0
     Other revenues                                                            6.0          5.0          10.0
                                                                               ---          ---          ----
          Total revenues.............................................        100.0%       100.0%        100.0%
                                                                             =====        =====         =====

</TABLE>


     For each year of the past three years, we generated significant increases
in revenues as a result of our acquisition activities, increases in monthly
revenues per basic subscriber and internal subscriber growth.

     Our operating expenses consist of service costs and selling, general and
administrative expenses directly attributable to our cable systems. Service
costs include fees paid to programming suppliers, expenses related to copyright
fees, wages and salaries of technical personnel and plant operating costs.
Programming fees have historically increased at rates in excess of inflation due
to increases in the number of programming services we have offered and
improvements in the quality of programming. We believe that under the Federal
Communication Commission's existing cable rate regulations, we will be able to
increase our rates for cable television services to more than cover any
increases in the costs of programming. However, competitive factors may limit
our ability to increase our rates. We benefit from our membership in a
cooperative of cable television companies which serve over twelve million basic
subscribers, which provides its members with significant volume discounts from
programming suppliers and cable equipment vendors. Selling, general and
administrative expenses directly attributable to our cable television systems
include wages and salaries for customer service and administrative personnel,
franchise fees and expenses related to billing, marketing, bad debt, advertising
sales and office administration.

     Until our initial public offering on February 4, 2000,  Mediacom Management
provided management  services to the operating  subsidiaries of Mediacom LLC and
received annual  management  fees.  Mediacom  Management  utilized

                                       32
<PAGE>

these fees to compensate its employees as well as to fund its corporate
overhead. Such management fees ranged from 4.0% to 5.0% of our annual gross
revenues until November 19, 1999. On such date, the management agreements with
Mediacom Management were amended in connection with an amendment to Mediacom
LLC's operating agreement to provide for annual management fees equal to 2.0% of
annual gross revenues. As part of this amendment, Mediacom Management waived all
management fees incurred from July 1, 1999 through November 19, 1999 by Mediacom
LLC's operating subsidiaries. Each of the management agreements was terminated
upon the date of our initial public offering. At that time, Mediacom
Management's employees became our employees and its corporate overhead became
our corporate overhead. These expenses will be reflected as our corporate
expense, which we estimate will amount to approximately 2% of our annual gross
revenues.

     Mediacom Management received acquisition fees ranging from 0.5% to 1.0% of
the purchase price of acquisitions made by Mediacom LLC and such fees are
included in other expenses. In accordance with an amendment to Mediacom LLC's
operating agreement, Mediacom Management waived the acquisition fees related to
the acquisitions of the Triax and Zylstra systems and no further acquisition
fees will be payable.

     The high level of depreciation and amortization associated with our
acquisition activities as well as the interest expense related to our financing
activities have caused us to report net losses in our limited operating history.
We believe that such net losses are common for cable television companies and
anticipate that we will continue to incur net losses for the foreseeable future.

     EBITDA   represents   operating  income  (loss)  before   depreciation  and
amortization and non-cash stock charges. EBITDA:

     o   is not intended to be a performance measure that should be regarded as
         an alternative either to operating income or net income as an indicator
         of operating performance or to the statement of cash flows as a measure
         of liquidity;

     o   is  not  intended  to  represent  funds  available  for  debt  service,
         dividends, reinvestment or other discretionary uses; and

     o   should not be considered in isolation or as a substitute for measures
         of performance prepared in accordance with generally accepted
         accounting principles.

EBITDA is included in this report because our management believes that EBITDA is
a meaningful measure commonly used in the cable television industry and by the
investment community to analyze and compare cable television companies. Our
definition of EBITDA may not be identical to similarly titled measures reported
by other companies.

RESULTS OF OPERATIONS

   YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

     The following historical information for the years ended December 31, 1999
and 1998 includes the results of operations of the Clearlake system, which was
acquired on January 9, 1998, the Cablevision systems, which were acquired on
January 23, 1998, the Caruthersville system, which was acquired on October 1,
1998, the Zylstra systems, which were acquired on October 15, 1999, and the
Triax systems, which were acquired on November 4, 1999, only for that portion of
the respective period that such cable television systems were owned by us.

                                       33
<PAGE>

     REVENUES. Revenues increased 36.2% to approximately $176.1 million for the
year ended December 31, 1999, as compared to approximately $129.3 million for
the prior year primarily as a result of:

     o   an increase  of $3.26 in the average  monthly  basic  service  rate per
         basic subscriber;

     o   the  inclusion  of the results of  operations  of the Triax and Zylstra
         systems since the dates of their acquisition by us in 1999; and

     o   internal basic subscriber growth of 1.9%, excluding the acquisition of
         the Triax and Zylstra systems.

     SERVICE COSTS. Service costs increased 32.4% to approximately $58.1 million
for the year ended December 31, 1999, as compared to approximately $43.8 million
for the prior year. Our ownership of the Triax and Zylstra systems in 1999
accounted for 60.7% of this increase. The remaining 39.3% of this increase is
principally due to higher programming costs. As a percentage of revenues,
service costs were 33.0% for the year ended December 31, 1999, as compared to
33.9% for the prior year.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 28.7% to approximately $32.9 million for the
year ended December 31, 1999, as compared to approximately $25.6 million for the
prior year. Our ownership of the Triax and Zylstra systems in 1999 accounted for
50.7% of this increase in selling, general and administrative expenses. The
remaining 49.3% of this increase is primarily due to increased marketing costs
associated with the promotion of new programming services and increased
personnel expenses. As a percentage of revenues, selling, general and
administrative expenses were 18.7% for the year ended December 31, 1999, as
compared to 19.8% for the prior year.

     MANAGEMENT FEE EXPENSE. Management fee expense increased 19.9% to
approximately $7.0 million for the year ended December 31, 1999, as compared to
approximately $5.8 million for the prior year, due to the higher revenues
generated in the 1999 period. The management agreements were amended on November
19, 1999 in connection with an amendment to Mediacom LLC's operating agreement
to provide annual management fees equal to 2.0% of annual gross revenues, as
further discussed in Note 10 of Mediacom LLC's consolidated financial
statements.

     DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
53.6% to approximately $101.1 million for the year ended December 31, 1999, as
compared to approximately $65.8 million for the prior year. This increase was
substantially due to our purchase of the Triax and Zylstra systems in 1999 and
additional capital expenditures associated with the upgrade of our systems.

     NON-CASH STOCK CHARGES. Non-cash stock charges were approximately $15.4
million for the year ended December 31, 1999. These non-cash charges resulted
from amendments to our management agreements with Mediacom Management and a
grant of equity interests to certain members of our management team, as further
discussed in Notes 10 and 15 of Mediacom LLC's consolidated financial
statements.

     OPERATING INCOME (LOSS). Due to the factors described above, we generated
an operating loss of approximately $38.4 million for the year ended December 31,
1999, as compared to an operating loss of approximately $11.7 million for the
prior year.

     INTEREST EXPENSE, NET. Interest expense, net, increased 57.6% to
approximately $37.8 million for the year ended December 31, 1999, as compared to
approximately $24.0 million for the prior year. This increase was substantially
due to higher average debt outstanding during the 1999 period as a result of the
debt incurred in connection with the purchase of the Triax and Zylstra systems.

     OTHER EXPENSES. Other expenses increased 25.4% to approximately $5.1
million for the year ended December 31, 1999, as compared to approximately $4.1
million for the prior year. This increase was principally due to acquisition
fees payable to Mediacom Management in 1999 in connection with the acquisitions
of the Triax and Zylstra systems.

     NET LOSS. Due to the factors described above, we generated a net loss of
approximately $81.3 million for the year ended December 31, 1999, as compared to
a net loss of approximately $39.8 million for the prior year.

                                       34
<PAGE>

     EBITDA. EBITDA increased 44.5% to approximately $78.1 million for the year
ended December 31, 1999, as compared to approximately $54.1 million for the
prior year. This increase was substantially due to the reasons noted above. As a
percentage of revenues, EBITDA increased to 44.4% for the year ended December
31, 1999, as compared to 41.8% for the prior year.

   YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

     The following historical information for the years ended December 31, 1998
and 1997 includes the results of operations of the Lower Delaware system, which
was acquired on June 24, 1997, the Sun City system, which was acquired on
September 19, 1997, the Clearlake system, which was acquired on January 9, 1998,
the Cablevision systems, which were acquired on January 23, 1998, and the
Caruthersville system, which was acquired on October 1, 1998, only for that
portion of the respective period that such cable television systems were owned
by us.

     REVENUES. Revenues increased to approximately $129.3 million for the year
ended December 31, 1998, as compared to approximately $17.6 million for the
prior year principally due to:

     o   the inclusion of the results of operations of the Lower Delaware and
         Sun City systems for the full year ended December 31, 1998;

     o   the  inclusion  of  the  results  of   operations  of  the   Clearlake,
         Cablevision   and   Caruthersville   systems   from  their   respective
         acquisition dates;

     o   an increase  of $3.34 in the average  monthly  basic  service  rate per
         basic subscriber; and

     o   internal basic subscriber growth of 2.5%.

     SERVICE COSTS. Service costs increased to approximately $43.8 million for
the year ended December 31, 1998, as compared to approximately $5.5 million for
the prior year. Substantially all of this increase was due to the inclusion of
the results of operations of the Cablevision, Caruthersville, Clearlake, Lower
Delaware and Sun City systems. As a percentage of revenues, service costs were
33.9% in 1998, as compared to 31.5% in 1997.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to approximately $25.6 million for the year
ended December 31, 1998, as compared to approximately $2.7 million for the prior
year. Substantially all of this increase was due to the inclusion of the results
of operations of the Cablevision, Caruthersville, Clearlake, Lower Delaware and
Sun City systems. As a percentage of revenues, selling, general and
administrative expenses were 19.8% in 1998, as compared to 15.3% in 1997.

     MANAGEMENT FEE EXPENSE. Management fee expense increased to approximately
$5.8 million for the year ended December 31, 1998, as compared to approximately
$882,000 for the prior year due to the higher revenues generated in 1998.

     DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
approximately $65.8 million for the year ended December 31, 1998, as compared to
approximately $7.6 million for the prior year. This increase was substantially
due to our acquisitions described above and additional capital expenditures
associated with the upgrade of our systems.

     OPERATING INCOME (LOSS). Due to the factors described above, we generated
an operating loss of approximately $11.7 million for the year ended December 31,
1998, as compared to operating income of approximately $873,000 for the prior
year.

     INTEREST EXPENSE, NET. Interest expense, net, increased to approximately
$24.0 million for the year ended December 31, 1998, as compared to approximately
$4.8 million for the prior year. This increase was substantially due to the
additional debt incurred in connection with the acquisitions described above.

     OTHER EXPENSES. Other expenses increased to approximately $4.1 million for
the year ended December 31, 1998, as compared to approximately $640,000 for the
prior year. This increase was substantially due to acquisition fees paid to
Mediacom Management in connection with the acquisitions described above.

                                       35
<PAGE>

     NET LOSS. Due to the factors described above, we generated a net loss of
approximately $39.8 million for the year ended December 31, 1998, as compared to
a net loss of approximately $4.6 million for the prior year.

     EBITDA. EBITDA increased to approximately $54.1 million for the year ended
December 31, 1998, as compared to approximately $8.5 million for the prior year.
This increase was substantially due to reasons noted above. As a percentage of
revenues, EBITDA decreased to 41.8% for the year ended December 31, 1998, as
compared to 48.3% for the prior year. This decrease was principally due to the
higher programming costs and selling, general and administrative expenses of the
Cablevision, Caruthersville, Clearlake, Lower Delaware and Sun City systems in
relation to the revenues generated by such cable television systems.

LIQUIDITY AND CAPITAL RESOURCES

     Our business requires substantial capital for the upgrade, expansion and
maintenance of our cable network. In addition, we have pursued, and will
continue to pursue, a business strategy that includes selective acquisitions. We
have funded our working capital requirements, capital expenditures and
acquisitions through a combination of internally generated funds, long-term
borrowings and equity contributions. We intend to continue to finance such
expenditures through internally generated funds, long-term borrowings and equity
financings.

     From the commencement of our operations in March 1996 through December
1998, we invested approximately $432.4 million, before closing costs and
adjustments, to acquire cable television systems serving 360,600 basic
subscribers as of December 31, 1999. In October and November 1999, we invested
approximately $759.6 million, before closing costs and adjustments, to acquire
the Triax and Zylstra systems serving 358,400 basic subscribers as of December
31, 1999.

     On October 15, 1999, we purchased the outstanding stock of Zylstra for a
purchase price of $19.5 million, before closing costs and adjustments. As of
December 31, 1999, the Zylstra system served approximately 14,000 basic
subscribers in Iowa, Minnesota and South Dakota. The acquisition of the Zylstra
system and related closing costs and adjustments were financed with cash on hand
and borrowings under our subsidiary credit facilities. See Notes 4 and 9 to
Mediacom LLC's consolidated financial statements.

     On November 5, 1999, we acquired the cable television systems owned by
Triax for a purchase price of $740.1 million, before closing costs and
adjustments. As of December 31, 1999, the Triax systems served approximately
344,400 basic subscribers in eight states, principally Illinois, Indiana, Iowa,
Minnesota and Wisconsin. The acquisition of the Triax systems and related
closing costs and adjustments were financed with borrowings under our subsidiary
credit facilities and $10.5 million of additional equity contributions from
members of Mediacom LLC. See Notes 4 and 9 to Mediacom LLC's consolidated
financial statements.

     During the third quarter of 1998, we modified our previously disclosed
five-year system upgrade program by accelerating its planned completion date to
June 30, 2000. Upon completion, we anticipate that 85% of our customers,
excluding the Triax and Zylstra customers, will be served by systems with 550MHz
to 750MHz bandwidth capacity.

     As a result of our accelerated capital improvement program, total capital
expenditures were $86.7 million and $53.7 million for the years ended December
31, 1999 and December 31, 1998, respectively. Our original plans called for
capital expenditures of $66.0 million during 1999. The amount spent over our
original plans was principally due to expenditures relating to the launch of
digital cable and two-way, high-speed Internet services, unplanned fiber
interconnection projects and expenditures in the recently acquired Triax and
Zylstra systems. For the years ended December 31, 1999 and 1998, net cash flows
provided by operating activities were $54.2 million and $53.6 million,
respectively, which together with borrowings under our subsidiary credit
facilities funded such capital expenditures.

     As a result of our recent acquisitions of the Triax and Zylstra systems, we
have updated our capital improvement program and now expect to spend
approximately $400 million over the three-year period ending December 2002, of
which approximately $240 million will be invested to upgrade our cable network
and approximately $160 million will be used for plant expansion, digital
headends and set-top boxes, cable modems and maintenance. The Triax and Zylstra
systems represent 58% of total capital spending in this period, including
approximately $150 million of planned investments to upgrade the cable network
of these systems. We expect to fund these expenditures through net

                                       36
<PAGE>

cash flows from operations and additional borrowings under our subsidiary credit
facilities. By December 2002, including the Triax and Zylstra systems, we
anticipate:

     o   91% of our basic subscribers will be served by systems with 550MHz to
         750MHz bandwidth capacity and two-way communications capability; and

     o   359 headend facilities will be eliminated, resulting in 90 headend
         facilities serving all of our basic subscribers and 40 headend
         facilities serving 92% of our basic subscribers.

     Our financing strategy is to issue long-term public debt at the holding
company while utilizing our subsidiaries to access debt capital, principally in
the commercial bank market, through stand-alone borrowing groups. We believe
that this financing strategy is beneficial because it broadens our access to
various debt markets, enhances our flexibility in managing our capital
structure, reduces overall cost of debt capital and permits us to maintain a
substantial liquidity position in the form of unused and available bank credit
commitments.

     Financings of our subsidiaries are currently effected through two
stand-alone borrowing groups, each with separate lending groups. The credit
arrangements in these borrowing groups are non-recourse to Mediacom LLC, have no
cross-default provision relating directly to each other, have different
revolving credit and term periods and contain separately negotiated covenants
tailored for each borrowing group. These credit arrangements permit the
subsidiaries, subject to covenant restrictions, to make distributions to
Mediacom LLC. As of December 31, 1999, we were in compliance with all of the
financial and other covenants provided for in our bank credit agreements.

     To finance our acquisitions, working capital requirements and capital
expenditures and to provide liquidity for future capital needs, we have
completed the following financing arrangements as of December 31, 1999:

     o   $200.0 million offering of our 8 1/2% senior notes due April 2008;

     o   $125.0 million offering of our 7 7/8% senior notes due February 2011;

     o   $550.0 million subsidiary credit facility expiring in September 2008;

     o   $550.0 million  subsidiary  credit facility  expiring in December 2008;
         and

     o   $135.4  million  of  equity  capital  contributed  by  the  members  of
         Mediacom.

     The final maturities of our subsidiary credit facilities are subject to
earlier repayment on dates ranging from June 2007 to December 2007 if we do not
refinance our 8 1/2% senior notes prior to March 31, 2007.

     On February 26, 1999, Mediacom LLC and Mediacom Capital Corporation jointly
issued $125.0 million aggregate principal amount of 7 7/8% senior notes due
February 15, 2011. The net proceeds of approximately $121.9 million were used to
repay outstanding debt under the bank credit agreements.

     As of December 31, 1999, we had entered into interest rate swap agreements,
which expire from 2000 through 2002, to hedge $50.0 million of floating rate
debt under our subsidiary credit facilities. As of such date, the weighted
average interest rate on all indebtedness outstanding under our subsidiary
credit facilities was 8.0%, before giving effect to these interest rate swap
agreements. As of December 31, 1999, we had approximately $285.6 million of
unused credit commitments under our subsidiary credit facilities.

     In November 1999, we completed an agreement with SoftNet to deploy its
two-way, high-speed Internet access service throughout most of our cable
systems. Through the agreement with SoftNet, we are required to upgrade our
cable network to provide two-way communications capability in systems passing
900,000 homes, and make available such homes to SoftNet by December 2002. Our
capital spending plans include our investment in two-way communications
capability. As consideration for giving SoftNet access to our customers, SoftNet
issued to us 3.5 million shares of its common stock, representing a market value
of approximately $87.9 million as of December 31, 1999. Of the issued shares, up
to 90% are subject to forfeiture in the event we do not make available a
specified number of two-way capable homes by certain prescribed dates.

                                       37
<PAGE>

     On February 9, 2000, we completed an initial public offering of 20,000,000
shares of our Class A common stock at $19.00 per share. Our net proceeds, after
underwriting discounts of approximately $22.8 million and estimated expenses
related to the offering of approximately $2.8 million, were $354.4 million and
were used to repay bank indebtedness. Giving pro forma effect to our initial
public offering and the application of the net proceeds therefrom, as of
December 31, 1999, we had approximately $640 million of unused credit
commitments under our subsidiary credit facilities.

     We are regularly presented with opportunities to acquire cable systems that
are evaluated on the basis of our acquisition strategy. As of March 15, 2000, we
entered into four separate asset purchase agreements to acquire cable television
systems serving approximately 19,000 basic subscribers for an aggregate purchase
price of $29.4 million. We expect to close these four acquisitions in the second
and third quarters of 2000, subject to the receipt of all necessary regulatory
approvals. We also have signed one letter of intent to acquire cable systems
serving approximately 9,000 basic subscribers for a purchase price of $16.0
million. We expect to complete the acquisition of these systems in the third
quarter of 2000, subject to the negotiation of definitive documentation and the
receipt of all necessary regulatory approvals.

     Although we have not generated earnings sufficient to cover fixed charges,
we have generated cash and obtained financing sufficient to meet our debt
service, working capital, capital expenditure and acquisition requirements. We
expect that we will continue to be able to generate funds and obtain financing
sufficient to service our obligations and complete our pending acquisitions.
There can be no assurance that we will be able to obtain sufficient financing,
or, if we were able to do so, that the terms would be favorable to us.

RECENT PRONOUNCEMENTS

     In 1998, Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities," was issued. SFAS
133 established accounting and reporting standards requiring that derivative
instruments be recorded in the balance sheet as either an asset or liability
measured at its fair value. We will adopt SFAS 133 in 2001, and has not yet
quantified the impact or not yet determined the timing or method of the
adoption.

INFLATION AND CHANGING PRICES

     Our systems' costs and expenses are subject to inflation and price
fluctuations. Since changes in costs can be passed through to subscribers, such
changes are not expected to have a material effect on our results of operations.

YEAR 2000 COMPLIANCE

     We have not experienced any problems with our computer systems or software
products failing or malfunctioning because they were unable to distinguish 21st
century dates from 20th century dates, which are generally known as Year 2000
problems. We are also not aware of any material Year 2000 problems with our
suppliers or vendors.

     During 1999, we performed Year 2000 testing on our existing hardware and
software components and replaced all non-compliant components with new products
which were Year 2000 compliant. As of December 31, 1999, we have not incurred
material Year 2000 costs. Although no assurances can be given, we currently
expect that the total projected costs associated with our Year 2000 program will
be less than $350,000.

                                       38
<PAGE>

ITEM  7A.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     In the normal course of business, we use interest rate swap agreements in
order to fix interest rates under debt contracts for the duration of the
contract as a hedge against interest rate volatility. As of December 31, 1999,
we had interest rate exchange agreements with various banks pursuant to which
the interest rate on $50.0 million is fixed at a weighted average swap rate of
approximately 6.2%, plus the average applicable margin over the Eurodollar Rate
option under our bank credit agreement. Under the terms of the interest rate
exchange agreements, which expire from 2000 through 2002, we are exposed to
credit loss in the event of nonperformance by the other parties to the interest
rate exchange agreements. However, we do not anticipate nonperformance by the
counterparties. We would have received approximately $504,000 at December 31,
1999 if the interest rate exchange agreements were terminated, inclusive of
accrued interest. The table below provides information for our long term debt.
See Note 9 to our consolidated financial statements.

<TABLE>
<CAPTION>


                                                EXPECTED MATURITY
                         -----------------------------------------------------------------
                                        (ALL DOLLAR AMOUNTS IN THOUSANDS)
                         2000       2001       2002       2003        2004      THEREAFTER      TOTAL     FAIR VALUE
                         ----       ----       ----       ----        ----      ----------      -----     ----------

<S>                      <C>        <C>        <C>        <C>        <C>        <C>           <C>          <C>
Fixed rate               $ -        $ -        $ -        $ -        $ -        $ 200,000     $ 200,000    $ 186,000
Weighted average
interest rate             8.5%       8.5%       8.5%       8.5%        8.5%          8.5%          8.5%

Fixed rate                $ -        $ -        $ -        $ -        $ -       $ 125,000     $ 125,000    $ 110,000
Weighted average
  interest rate           7.9%       7.9%       7.9%       7.9%        7.9%          7.9%          7.9%

Variable rate            $ -        $ -         $  750    $2,000    $2,000       $809,250     $ 814,000   $  814,000
Weighted average
  interest rate           8.0%       8.0%       8.0%       8.0%        8.0%          8.0%          8.0%

</TABLE>



                                       39
<PAGE>

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>

                          MEDIACOM LLC AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                  CONTENTS                                                                   PAGE

<S>                                                                                                           <C>
Report of Independent Public Accountants..................................................................     41
Consolidated Balance Sheets as of December 31, 1999 and 1998..............................................     42
Consolidated Statements of Operations for the Years Ended December 31, 1999, 1998, and 1997...............     43
Consolidated Statements of Changes in Redeemable Members' Equity and Comprehensive Loss for the
     Years Ended December 31, 1999, 1998 and 1997.........................................................     44
Consolidated Statements of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997................     45
Notes to Consolidated Financial Statements................................................................     46

</TABLE>

<TABLE>
<CAPTION>

                          MEDIACOM CAPITAL CORPORATION

                          INDEX TO FINANCIAL STATEMENT

                                  CONTENTS                                                                    PAGE

<S>                                                                                                            <C>
Report of Independent Public Accountants.................................................................       62
Balance Sheets as of December 31, 1999 and 1998..........................................................       63
Note to Balance Sheets...................................................................................       64
</TABLE>


     NOTE - An initial public offering by Mediacom Communications Corporation
("MCC"), a Delaware corporation, was completed on February 9, 2000. Immediately
prior to the initial public offering, the membership units in Mediacom LLC were
exchanged for shares of MCC's common stock. At that time, Mediacom LLC became
MCC's wholly-owned subsidiary. Prior to such time, MCC had no assets,
liabilities, contingent liabilities or operations. For further discussion, see
Note 16 to Mediacom LLC's consolidated financial statements.

                                       40
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Mediacom LLC:

We have audited the accompanying consolidated balance sheets of Mediacom LLC (a
New York limited liability company) and subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of operations, changes in
redeemable members' equity and comprehensive loss and cash flows for the three
years in the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Mediacom LLC and
its subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for the three years in the period ended December
31, 1999 in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. Schedule II--Valuation and
Qualifying Accounts is presented for purposes of complying with the Securities
and Exchange Commissions rules and is not part of the basic consolidated
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.

                               ARTHUR ANDERSEN LLP

Stamford, Connecticut
February 25, 2000

                                       41
<PAGE>

<TABLE>
<CAPTION>


                          MEDIACOM LLC AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                          (ALL DOLLAR AMOUNTS IN 000'S)

                                                                                             DECEMBER 31,
                                                                                             ------------
                                                                                          1999          1998
                                                                                          ----          ----
                                     ASSETS

<S>                                                                                   <C>           <C>
Cash and cash equivalents.........................................................         $ 4,473    $   2,212
Subscriber accounts receivable, net of allowance for doubtful accounts of $772
   and $298, respectively.........................................................           5,194        2,512
Prepaid expenses and other assets.................................................           4,376        1,712
Investments.......................................................................           8,794            -
Investment in cable television systems:
   Inventory......................................................................          12,384        8,240
   Property, plant and equipment, at cost.........................................         700,696      314,627
   Less--accumulated depreciation..................................................       (101,693)     (45,423)
                                                                                          --------      -------
        Property, plant and equipment, net........................................         599,003      269,204
   Intangible assets, net of accumulated amortization of $56,171 and $26,307,
        respectively..............................................................         588,103      150,928
                                                                                           -------      -------
        Total investment in cable television systems..............................       1,199,490      428,372
Other assets, net of accumulated amortization of $6,343 and $3,854,
   respectively...................................................................          43,599       16,344
                                                                                            ------       ------
        Total assets..............................................................     $ 1,265,926    $ 451,152
                                                                                       ===========    =========

                     LIABILITIES AND REDEEMABLE MEMBERS' EQUITY

LIABILITIES

   Debt...........................................................................     $ 1,139,000    $ 337,905
   Accounts payable and accrued expenses..........................................          56,310       30,891
   Subscriber advances............................................................           3,188        1,510
   Management fees payable........................................................             873          962
   Deferred revenue...............................................................          11,940        1,233
                                                                                            ------        -----
        Total liabilities.........................................................       1,211,311      372,501

COMMITMENTS AND CONTINGENCIES.....................................................

REDEEMABLE MEMBERS' EQUITY
   Capital contributions..........................................................         142,096      124,990
   Other redeemable members' equity...............................................          39,917            -
   Accumulated comprehensive income...............................................             261            -
   Accumulated deficit............................................................        (127,659)     (46,339)
                                                                                          --------      -------
        Total redeemable members' equity..........................................          54,615       78,651
                                                                                            ------       ------
        Total liabilities and redeemable members' equity..........................     $ 1,265,926    $ 451,152
                                                                                       ===========    =========

</TABLE>


          The accompanying notes to consolidated financial statements are
                    an integral part of these statements.


                                       42
<PAGE>

<TABLE>
<CAPTION>

                          MEDIACOM LLC AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (ALL AMOUNTS IN 000'S, EXCEPT PER SHARE AMOUNTS)

                                                                                 YEARS ENDED DECEMBER 31,
                                                                                 ------------------------
                                                                              1999          1998           1997
                                                                              ----          ----           ----
<S>                                                                      <C>             <C>            <C>
Revenues..........................................................       $  176,052      $ 129,297      $ 17,634
Costs and expenses:
     Service costs................................................           58,058         43,849         5,547
     Selling, general and administrative expenses.................           32,949         25,596         2,696
     Management fee expense.......................................            6,951          5,797           882
     Depreciation and amortization................................          101,065         65,793         7,636
     Non-cash stock charges.......................................           15,445             -              -
                                                                             ------        -------        ------
Operating income (loss)...........................................          (38,416)       (11,738)          873
                                                                            -------        -------           ---
Interest expense, net.............................................           37,817         23,994         4,829
Other expenses....................................................            5,087          4,058           640
                                                                              -----          -----           ---
Net loss..........................................................       $  (81,320)     $ (39,790)     $ (4,596)
                                                                          =========      =========      ========

Basic and diluted loss per share..................................          $ (4.11)       $ (5.28)      $ (3.66)
Weighted average common shares outstanding .......................           19,797          7,538         1,255

</TABLE>


          The accompanying notes to consolidated financial statements are
                    an integral part of these statements.



                                       43
<PAGE>

<TABLE>
<CAPTION>

                          MEDIACOM LLC AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CHANGES IN
                REDEEMABLE MEMBERS' EQUITY AND COMPREHENSIVE LOSS
                          (ALL DOLLAR AMOUNTS IN 000'S)



                                                         OTHER                                            TOTAL
                                                       REDEEMABLE     ACCUMULATED                       REDEEMABLE
                                         CAPITAL        MEMBERS'     COMPREHENSIVE     ACCUMULATED       MEMBERS'
                                      CONTRIBUTIONS     EQUITY          LOSS             DEFICIT         EQUITY
                                      -------------     ------          ----             -------         ------
<S>                                     <C>            <C>              <C>           <C>              <C>
Balance, December 31, 1996               $   6,490      $      -         $    -        $    (1,953)     $   4,537
     Comprehensive loss:
        Net loss                                -              -              -             (4,596)
        Comprehensive loss                                                                                (4,596)
     Members' contributions                 24,500             -              -                 -          24,500
                                            ------      --------         -------       -----------         ------
Balance, December 31, 1997               $  30,990             -              -        $   (6,549)      $  24,441
     Comprehensive loss:
        Net loss                                -              -              -            (39,790)
        Comprehensive loss                                                                              $ (39,790)
     Members' contributions                 94,000             -              -                -           94,000
                                            ------      --------         -------       -----------         ------
Balance, December 31, 1998               $ 124,990             -              -        $   (46,339)     $  78,651
     Comprehensive loss:
        Net loss                                -              -              -            (81,320)
        Unrealized gain on
          investments                           -                            261               -
        Comprehensive loss                                                                              $ (81,059)
     Members' contributions                 10,500             -              -                -           10,500
     Non-cash contributions                  6,606                                                          6,606
     Non-cash contribution for the
        reduction of management fees            -         25,100              -                -           25,100
     Equity issued to management                -         27,016              -                -           27,016
     Non-vested portion of equity
        granted to employees                    -        (12,199)             -                -          (12,199)
                                          --------      --------         -------       ----------         -------
Balance, December 31, 1999               $ 142,096      $ 39,917         $   261       $  (127,659)     $  54,615
                                         =========      ========         =======       ===========      =========

</TABLE>


          The accompanying notes to consolidated financial statements are
                     an integral part of these statements.



                                       44
<PAGE>

<TABLE>
<CAPTION>

                          MEDIACOM LLC AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (ALL DOLLAR AMOUNTS IN 000'S)

                                                                                   YEARS ENDED DECEMBER 31,
                                                                                   ------------------------
                                                                                 1999         1998          1997
                                                                                 ----         ----          ----
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
<S>                                                                           <C>          <C>          <C>
  Net loss.................................................................   $ (81,320)   $ (39,790)   $ (4,596)
  Adjustments to reconcile net loss to net cash flows from operating
  activities:
    Accretion of interest on seller note...................................         225          287          264
    Depreciation and amortization..........................................     101,065       65,793        7,636
    Other non-cash charges.................................................      21,909            -            -
    Changes in assets and liabilities, net of effects from acquisitions:
      Subscriber accounts receivable.......................................         429       (1,437)        (351)
      Prepaid expenses and other assets....................................      (2,211)         329          (34)
      Accounts payable and accrued expenses................................      13,120       26,665        3,520
      Subscriber advances..................................................         480          852          498
      Management fees payable..............................................         (89)         857           70
      Deferred revenue.....................................................         608           -             -
                                                                                    ---          ---          ---
        Net cash flows provided by operating activities....................      54,216       53,556        7,007
                                                                                 ------       ------        -----

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Capital expenditures.....................................................     (86,669)     (53,721)      (4,699)
  Acquisitions of cable television systems.................................    (764,253)    (343,330)     (54,842)
  Other, net...............................................................        (626)         (34)        (467)
                                                                                   ----          ---         ----
        Net cash flows used in investing activities........................    (851,548)    (397,085)     (60,008)
                                                                               --------     --------      -------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  New borrowings...........................................................     995,700      488,200       72,225
  Repayment of debt........................................................    (194,830)    (223,350)     (40,250)
  Capital contributions....................................................      10,500       94,000       24,500
  Financing costs..........................................................     (11,777)     (14,136)      (2,843)
                                                                                -------      -------       ------
        Net cash flows provided by financing activities....................     799,593      344,714       53,632
                                                                                -------      -------       ------
        Net increase in cash and cash equivalents..........................       2,261        1,185          631
CASH AND CASH EQUIVALENTS, beginning of year...............................       2,212        1,027          396
                                                                                  -----        -----          ---

CASH AND CASH EQUIVALENTS, end of year.....................................   $   4,473     $  2,212     $  1,027
                                                                              =========     ========     ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the year for interest...................................   $  28,639     $ 21,127     $  4,485
                                                                              =========     ========     ========

</TABLE>


          The accompanying notes to consolidated financial statements are
                     an integral part of these statements.


                                       45
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  THE LIMITED LIABILITY COMPANY:

   ORGANIZATION

     Mediacom LLC ("Mediacom" and collectively with its subsidiaries, the
"Company"), a New York limited liability company, is involved in the acquisition
and development of cable television systems serving principally non-metropolitan
markets of the United States. Through these cable systems, the Company provides
entertainment, information and telecommunications services to its subscribers.
As of December 31, 1999, the Company had acquired and was operating cable
television systems in 21 states, principally Alabama, California, Florida,
Illinois, Indiana, Iowa, Kentucky, Minnesota, Missouri and North Carolina.

     Mediacom was formed on July 17, 1995 and initially conducted its affairs
pursuant to an operating agreement dated March 12, 1996 (the "1996 Operating
Agreement"). On March 31 and June 16, 1997, the 1996 Operating Agreement was
amended and restated upon the admission of new members and the contribution of
equity to Mediacom (the "1997 Operating Agreement"). On January 20, 1998, the
1997 Operating Agreement was amended and restated upon the admission of
additional members to Mediacom (the "1998 Operating Agreement"). On November 19,
1999, the 1998 Operating Agreement was amended and restated upon the
contribution of additional equity to Mediacom (the "1999 Operating Agreement").

     Mediacom Capital Corporation ("Mediacom Capital"), a New York corporation
wholly-owned by Mediacom, was organized in March 1998 for the sole purpose of
acting as co-issuer with Mediacom of $200.0 million aggregate principal amount
of 8 1/2% Senior Notes due 2008 (the "8 1/2% Senior Notes"), which were issued
on April 1, 1998. Mediacom Capital also acted as co-issuer with Mediacom of the
$125.0 million aggregate principal amount of the 7 7/8% Senior Notes due 2011
(the "7 7/8% Senior Notes" and collectively with the 8 1/2% Senior Notes, the
"Senior Notes"), which were issued on February 26, 1999. Mediacom Capital has
nominal assets and does not conduct operations of its own. The Senior Notes are
joint and several obligations of Mediacom and Mediacom Capital, although
Mediacom received all the net proceeds of the Senior Notes.

   CAPITALIZATION

     Mediacom was initially capitalized on March 12, 1996, with equity
contributions of approximately $5.4 million from Mediacom's members and $45,000
from Mediacom Management Corporation ("Mediacom Management"), a Delaware
corporation. On June 28, 1996, Mediacom received additional equity contributions
of $1.0 million from an existing member.

     On June 22 and September 18, 1997, Mediacom received additional equity
contributions of $19.5 million and $5.0 million respectively, from its members.
On January 22, 1998, Mediacom received additional equity contributions of $94.0
million from its members. On November 3, 1999, Mediacom received additional
equity contributions of $10.5 million from its members.

   ALLOCATION OF LOSSES, PROFITS AND DISTRIBUTIONS

     For 1997, pursuant to the 1997 Operating Agreement, net losses were
allocated first to the Commisso Members (the "Primary Members"), as defined
therein, including Rocco B. Commisso (the "Manager"), the current Chief
Executive Officer of the Company, and the balance to the other members ratably
in accordance with their respective membership units. For 1998, pursuant to the
1998 Operating Agreement, net losses were allocated first to the Primary
Members; second, to the member owning the largest number of membership units in
Mediacom; and third, to the members, other than the Primary Members, ratably in
accordance with their respective positive capital account balances and
membership units. For 1999, pursuant to the 1999 Operating Agreement, net losses
were allocated first to the Primary Members, and the balance to the other
members ratably in accordance with their respective membership units.

                                       46
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Pursuant to the 1997 Operating Agreement, profits were allocated first to
the members to the extent of their deficit capital account; second, to the
members to the extent of their preferred capital; third, to the members
(including the Primary Members) until they received a 12% preferred return on
their preferred capital (the "Preferred Return"); fourth, to the Primary Members
until the Primary Members received an amount equal to 25% (the "Primary Member
Return") of the amount of the Preferred Return to all members; the balance, 80%
to the members (including the Primary Members) in proportion to their respective
membership units and 20% to the Primary Members. The 1999 Operating Agreement
provided that in the event of a carried interest conversion valuation (as
defined therein): (i) the Primary Member Return would be reduced to 11.111% and
(ii) profits in excess of the Preferred Return and the Primary Member Return
would be allocated 90% to the members (including the Primary Members) and 10% to
the Primary Members.

     Distributions are made first to the members (including the Primary Members)
in proportion to their respective membership units until they receive amounts
equal to their preferred capital; second, to the members (including the Primary
Members) in proportion to their percentage interests until all members receive
the Preferred Return; third, to the Primary Members until the Primary Members
receives 25% of the amount of the Preferred Return; the balance, 80% to the
members (including the Primary Members) in proportion to their percentage
interests and 20% to the Primary Members. The 1999 Operating Agreement amended
the provisions governing distributions to members in a manner identical to the
above amendments to the allocation of profits in the event of a carried interest
conversion valuation.

   REVALUATION

     The 1999 Operating Agreement and previous operating agreements provided
that upon the occurrence of certain events such as the admission of new members,
new equity contributions or an initial public offering, the Executive Committee
of Mediacom would make a determination of the aggregate equity value of
Mediacom. Based on this determination, as required, Mediacom will issue
additional membership interests to its members, each having a value upon
issuance of $1,000.

     The 1999 Operating Agreement and previous operating agreements also contain
provisions relating to a special allocation of membership interests to the
Primary Members at each revaluation event based on the formula for allocation of
profits. In accordance with these provisions, the Primary Members was issued
additional membership interests in Mediacom having a value upon issuance of
$57.9 million and $3.7 million in 1999 and 1998, respectively. These special
allocations are reflected as equity transactions among the members.

   REDEMPTION RIGHTS

     Except as set forth below, no member of Mediacom has the right to have its
membership interests redeemed or its capital contributions returned prior to
dissolution of Mediacom. Pursuant to the 1998 and 1999 Operating Agreements,
each member had the right to require Mediacom to redeem its membership interests
at any time if the holding of such interests exceeds the amount permitted, or
was otherwise prohibited or becomes unduly burdensome, by any law to which such
member was subject, or, in the case of any member which was a Small Business
Investment Company as defined in and subject to regulation under the Small
Business Investment Act of 1958, as amended, upon a change in the Company's
principal business activities to an activity not eligible for investment by a
Small Business Investment Company or a change in the reported use of proceeds of
a member's investment in Mediacom. If Mediacom was unable to redeem for cash any
or all of such membership interests at such time, Mediacom was required to issue
as payment for such interests a junior subordinated promissory note with a
five-year maturity date and deferred interest which accrued and compounded at an
annual rate of 5% over the prime rate.

     In addition, in connection with the Company's acquisition of the
Cablevision Systems in January 1998 (See Note 4), the Federal Communications
Commission (the "FCC") issued a transactional forbearance from its
cross-ownership restrictions, effective for a period of one year, permitting a
certain existing member (the "Transactional Member") to purchase additional
units of membership interests in Mediacom. This temporary waiver was originally
set to expire in January 1999; in January 1999, the FCC granted an extension of
such waiver to July 1999 and further extended the


                                       47
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

waiver to January 23, 2000. As of December 1999, the Transactional Member was in
compliance with the cross-ownership restrictions.

   DURATION AND DISSOLUTION

     Mediacom will be dissolved upon the first to occur of the following: (i)
December 31, 2020; (ii) certain events of bankruptcy involving the Manager, as
defined in the 1999 Operating Agreement, or the occurrence of any other event
terminating the continued membership of the Manager, unless within one hundred
eighty days after such event the Company is continued by the vote or written
consent of no less than two-thirds of the remaining membership interests; or
(iii) the entry of a decree of judicial dissolution.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

     The consolidated financial statements include the accounts of Mediacom and
its subsidiaries. All significant intercompany transactions and balances have
been eliminated. The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

   REVENUE RECOGNITION

     Revenues include subscriber service revenues and charges for installations
and connections. Revenues are recognized in the period in which the related
services are provided to the Company's customers. Other revenues are recognized
as services are provided. Revenues obtained from the connection and installation
of customers are recognized as revenue to the extent of direct selling costs
incurred. The balance, if any, is deferred and amortized to income over the
estimated average period that customers are expected to remain connected to the
systems.

   CASH AND CASH EQUIVALENTS

     The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

   CONCENTRATION OF CREDIT RISK

     The Company's accounts receivable is comprised of amounts due from
subscribers in varying regions throughout the United States. Concentration of
credit risk with respect to these receivables is limited due to the large number
of customers comprising the Company's customer base and their geographic
dispersion.

   INVESTMENTS

     Investments consist of equity securities. Management classifies these
securities as available-for-sale securities under the provisions defined in the
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities."

     Management determines the appropriate classification of its investments at
the time of purchase and reevaluates such determination at each balance sheet
date. Available-for-sale securities are carried at market value, with the
unrealized gains and losses reported as a component of accumulated comprehensive
income. The cost of investments sold is determined on the first-in, first-out
method.


                                       48
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   INVENTORY

     Inventory consists primarily of fiber-optic cable, coaxial cable,
electronics, hardware and miscellaneous tools and are stated at the lower of
cost or market. Cost is determined using the average cost method.

   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment is recorded at purchased and capitalized
cost. Repairs and maintenance are charged to operations, and replacements,
renewals and additions are capitalized. The Company capitalized a portion of
salaries and other direct costs related to the installation of property, plant
and equipment of approximately $11.0 million and $6.5 million in 1999 and 1998,
respectively.

     The Company capitalizes interest on funds borrowed for projects under
construction. Such interest is charged to property, plant and equipment and
amortized over the approximate life of the related assets. Capitalized interest
was approximately $1.8 million and $1.0 million in 1999 and 1998, respectively.

     Depreciation is calculated on a straight-line basis over the following
useful lives:

<TABLE>
<CAPTION>

<S>                                                           <C>
     Buildings..........................................       45 years
     Leasehold improvements.............................       Life of respective lease
     Cable systems and equipment........................       5 to 10 years
     Subscriber devices.................................       5 years
     Vehicles...........................................       5 years
     Furniture, fixtures and office equipment...........       5 to 10 years

</TABLE>


   INTANGIBLE ASSETS

     Intangible assets include franchising costs, goodwill, subscriber lists and
covenants not to compete. Amortization of intangible assets is calculated on a
straight-line basis over the following lives:

     Franchising costs.................................      15 years
     Goodwill                                                15 years
     Subscriber lists..................................      5 years
     Covenants not to compete..........................      3 to 7 years


   IMPAIRMENT OF LONG-LIVED ASSETS

     The Company follows the provisions of Statement of Financial Accounting
Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of ". SFAS 121 requires that
long-lived assets and certain identifiable intangibles to be held and used by
any entity be reviewed for impairment at each year end and whenever events or
changes in circumstances indicate the carrying amount of an asset may not be
recoverable. There has been no impairment of long-lived assets of the Company
under SFAS 121.

   OTHER ASSETS

     Other assets include financing costs of approximately $18.7 million and
$16.3 million and non-cash stock expense of approximately $24.5 million and $0
as of December 31, 1999 and 1998, respectively. Financing costs incurred to
raise debt and equity capital are deferred and amortized on a straight-line
basis over the expected term of such financings. Non-cash stock expense relating
to the reduction of management fees payable by the Company to Mediacom
Management is deferred and amortized over the expected term of the underlying
management agreements. (See Note 10).

                                       49
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   COMPREHENSIVE LOSS

     For the year ended December 31, 1999, the Company adopted Statement of
Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive
Income," which establishes standards for reporting and displaying comprehensive
income and its components in the consolidated financial statements. The accounts
for unrealized gains on investments are recorded as a component of accumulated
comprehensive income.

   RECLASSIFICATIONS

     Certain reclassifications have been made to prior year's amounts to conform
to the current year's presentation.

(3)  LOSS PER SHARE

     The Company calculates loss per share in accordance with Statement
Financial of Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share."
SFAS 128 computes basic loss per share by dividing the net loss by the weighted
average number of shares of common stock outstanding during the period. Diluted
loss per share is computed by dividing the net loss by the weighted average
number of shares of common stock outstanding during the period plus the effects
of any potentially dilutive securities. The Company does not have any additional
securities outstanding that would have a dilutive effect on the weighted average
common shares outstanding.

     The following table summarizes the Company's calculation of basic and
diluted loss per share for the years ended December 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>

                                                                                 1999         1998         1997
                                                                                 ----         ----         ----
                                                                              (IN THOUSANDS, EXCEPT PER SHARE
                                                                                         AMOUNTS)
<S>                                                                         <C>         <C>          <C>
     Net loss........................................................        $(81,320)    $(39,790)    $(4,596)
     Basic and diluted loss per share................................        $  (4.11)    $  (5.28)    $ (3.66)
     Weighted average common shares outstanding......................          19,797        7,538       1,255

</TABLE>

     The weighted average shares outstanding is computed based on the conversion
ratio used to exchange Mediacom's membership units for shares of MCC's common
stock upon MCC's initial public offering (See Note 16).

(4)  ACQUISITIONS:

     The Company has completed the undernoted acquisitions (the "Acquired
Systems") in 1999 and 1998. These acquisitions were accounted for using the
purchase method of accounting, and accordingly, the purchase price of these
Acquired Systems have been allocated to the assets acquired and liabilities
assumed at their estimated fair values at their respective date of acquisition.
The results of operations of the Acquired Systems have been included with those
of the Company since the dates of acquisition.

                                       50
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   1999

     On October 15, 1999, the Company acquired the stock of Zylstra
Communications Corporation (the "Zylstra Systems"), for a purchase price of
approximately $19.5 million. Zylstra owned and operated cable television systems
serving approximately 14,000 subscribers in Iowa, Minnesota and South Dakota.
The purchase price has been preliminarily allocated as follows: $7.8 million to
property, plant and equipment, and $11.7 million to intangible assets. Such
allocations are subject to adjustments based upon the final appraisal
information received by the Company. The final allocations of the purchase price
are not expected to differ materially from the preliminary allocations.
Additionally, approximately $400,000 of direct acquisition costs has been
allocated to property, plant and equipment and intangible assets. In the fourth
quarter of 1999, the Company recorded acquisition reserves related to this
acquisition in the amount of approximately $200,000, which are included in
accrued expenses. The Zylstra acquisition was financed with borrowings under the
Mediacom USA Credit Agreement. (See Note 9).

     On November 5, 1999, the Company acquired the assets of cable television
systems owned by Triax Midwest Associates, L.P. (the "Triax Systems"), for a
purchase price of approximately $740.1 million. The Triax systems served
approximately 344,000 subscribers primarily in Illinois, Indiana, and Minnesota.
The purchase price has been preliminarily allocated as follows: $296.0 million
to property, plant and equipment, and $444.1 million to intangible assets. Such
allocations are subject to adjustments based upon the final appraisal
information received by the Company. The final allocations of the purchase price
are not expected to differ materially from the preliminary allocations.
Additionally, approximately $10.5 million of direct acquisition costs has been
allocated to property, plant and equipment, intangible assets and other assets.
In the fourth quarter of 1999, the Company recorded acquisition reserves related
to this acquisition in the amount of approximately $5.5 million, which are
included in accrued expenses. The Triax acquisition was financed with $10.5
million of additional equity contributions from the Mediacom's members and
borrowings under the Mediacom Midwest Credit Agreement. (See Notes 1 and 9).

   1998

     On January 9, 1998, the Company acquired the assets of a cable television
system serving approximately 17,200 basic subscribers in Clearlake, California
and surrounding communities (the "Clearlake System"), for a purchase price of
$21.4 million. The purchase price has been allocated based on an independent
appraisal as follows: approximately $6.0 million to property, plant and
equipment, and approximately $15.4 million to intangible assets. Additionally,
approximately $200,000 of direct acquisition costs has been allocated to other
assets. The acquisition of the Clearlake System and related closing costs and
adjustments were financed with borrowings under the Company's bank credit
facilities. (See Note 9).

     On January 23, 1998, the Company acquired the assets of cable television
systems serving approximately 260,100 basic subscribers in various regions of
the United States (the "Cablevision Systems"), for a purchase price of
approximately $308.2 million. The purchase price has been allocated based on an
independent appraisal as follows: approximately $205.5 million to property,
plant and equipment, and approximately $102.7 million to intangible assets.
Additionally, approximately $3.5 million of direct acquisition costs has been
allocated to other assets. The acquisition of the Cablevision Systems and
related closing costs and adjustments were financed with $94.0 million of equity
contributions and the remainder with borrowings under the Company's bank credit
facilities. (See Notes 1 and 9).

                                       51
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     On October 1, 1998, the Company acquired the assets of a cable television
system serving approximately 3,800 basic subscribers in Caruthersville, Missouri
(the "Caruthersville System") for a purchase price of $5.0 million. The purchase
price has been allocated as follows: approximately $2.3 million to property,
plant and equipment, and approximately $2.7 million to intangible assets. The
acquisition of the Caruthersville System and related closing costs and
adjustments were financed with borrowings under the Company's bank credit
facilities. (See Note 9).

(5)  PRO FORMA RESULTS:

     Summarized below are the pro forma unaudited results of operations for the
years ended December 31, 1999 and 1998, assuming the purchase of the Acquired
Systems had been consummated as of January 1, 1998. Adjustments have been made
to: (i) depreciation and amortization reflecting the fair value of the assets
acquired; and (ii) interest expense reflecting the debt incurred to finance the
acquisitions. The pro forma results may not be indicative of the results that
would have occurred if the acqusitions had been completed on the date indicated
or which may be obtained in the future.

<TABLE>
<CAPTION>

                                                                                  1999              1998
                                                                                  ----              ----
                                                                                (IN THOUSANDS, EXCEPT PER SHARE
                                                                                          AMOUNTS)

<S>                                                                             <C>                <C>
     Revenues.............................................................      $ 297,313          $ 272,258
     Operating loss.......................................................        (72,472)           (55,406)
     Net loss.............................................................       (165,617)          (148,523)

     Basic and diluted loss per share ....................................      $   (8.37)         $  (19.70)
     Weighted average common shares outstanding...........................         19,797              7,538

</TABLE>


(6)  RECENT ACCOUNTING PRONOUNCEMENTS:

     In 1998, Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities", was issued. SFAS
133 established accounting and reporting standards requiring that derivative
instruments be recorded in the balance sheet as either an asset or liability
measured at its fair value. The Company will adopt SFAS 133 in fiscal 2001, and
has not yet quantified the impact or not yet determined the timing or method of
the adoption.

(7)  PROPERTY, PLANT AND EQUIPMENT:

     As of December 31, 1999 and 1998, property, plant and equipment consisted
of:

<TABLE>
<CAPTION>

                                                                                       1999          1998
                                                                                       ----          ----
                                                                                     (DOLLARS IN THOUSANDS)
<S>                                                                               <C>           <C>
     Land and land improvements.............................................      $     414     $     341
     Buildings and leasehold improvements...................................          6,171         5,731
     Cable systems, equipment and subscriber devices........................        682,305       300,051
     Vehicles...............................................................          7,211         5,051
     Furniture, fixtures and office equipment...............................          4,595         3,453
                                                                                      -----         -----
                                                                                  $ 700,696     $ 314,627
     Accumulated depreciation...............................................       (101,693)      (45,423)
                                                                                   --------       -------
                                                                                  $ 599,003     $ 269,204
                                                                                  =========     =========

</TABLE>


                                       52
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The property, plant and equipment allocations as of December 31, 1999
reflect the preliminary allocations for the Triax and Zylstra systems. Such
allocations are subject to adjustments based upon final appraisal information
received by the Company. Depreciation expense for the years ended December 31,
1999, 1998 and 1997 was approximately $59.2 million, $39.7 million and $4.7
million, respectively.

(8)  INTANGIBLE ASSETS:

     The following table summarizes the net asset value for each intangible
asset category as of December 31, 1999 and 1998 (dollars in thousands):

<TABLE>
<CAPTION>


                                                                    GROSS ASSET    ACCUMULATED    NET ASSET
     1999                                                              VALUE      AMORTIZATION      VALUE
     ----                                                              -----      ------------      -----
<S>                                                                  <C>            <C>           <C>
     Franchising costs.......................................        $ 539,221      $  18,174     $  521,047
     Goodwill                                                            8,447          1,163          7,284
     Subscriber lists........................................           91,746         34,552         57,194
     Covenants not to compete................................            4,860          2,282          2,578
                                                                         -----          -----          -----
                                                                     $ 644,274       $ 56,171      $ 588,103
                                                                     =========       ========      =========


                                                                    GROSS ASSET    ACCUMULATED    NET ASSET
     1998                                                              VALUE      AMORTIZATION      VALUE
     ----                                                              -----      ------------      -----

     Franchising costs.......................................         $ 87,509        $ 7,983       $ 79,526
     Goodwill                                                            8,400          1,313          7,087
     Subscriber list.........................................           76,484         15,701         60,783
     Covenants not to compete................................            4,842          1,310          3,532
                                                                         -----          -----          -----
                                                                     $ 177,235       $ 26,307      $ 150,928
                                                                     =========       ========      =========

</TABLE>

     The intangible assets allocations as of December 31, 1999 reflect the
preliminary allocations for the Triax and Zylstra systems. Such allocations are
subject to adjustments based upon final appraisal information received by the
Company. Amortization expense for the years ended December 31, 1999, 1998 and
1997 was approximately $41.9 million, $26.1 million and $2.9 million,
respectively.


                                       53
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9)  DEBT:

     As of December 31, 1999 and 1998, debt consisted of:

<TABLE>
<CAPTION>

                                                          1999           1998
                                                          ----           ----
                                                        (DOLLARS IN THOUSANDS)
<S>                                                    <C>           <C>
    Mediacom:
         8 1/2% Senior Notes(a)................       $  200,000     $  200,000
         7 7/8% Senior Notes(b)................          125,000              -
     Subsidiaries:
         Bank Credit Facilities(c).............          814,000        134,425
         Seller Note(d)........................                -          3,480
                                                       ---------       --------
                                                      $1,139,000     $  337,905
                                                      ==========     ==========

</TABLE>


     (a) On April 1, 1998, Mediacom and Mediacom Capital jointly issued $200.0
         million aggregate principal amount of 8 1/2% Senior Notes due on April
         15, 2008. The 8 1/2% Senior Notes are unsecured obligations of the
         Company, and the indenture for the 8 1/2% Senior Notes stipulates,
         among other things, restrictions on incurrence of indebtedness,
         distributions, mergers and asset sales and has cross-default provisions
         related to other debt of the Company. Interest accrues at 8 1/2% per
         annum, beginning from the date of issuance and is payable semi-annually
         on April 15 and October 15 of each year. The 8 1/2% Senior Notes may be
         redeemed at the option of Mediacom, in whole or part, at any time after
         April 15, 2003, at redemption prices decreasing from 104.25% of their
         principal amount to 100% in 2006, plus accrued and unpaid interest.

     (b) OnFebruary 26, 1999, Mediacom and Mediacom Capital jointly issued
         $125.0 million aggregate principal amount of 7 7/8% Senior Notes due on
         February 15, 2011. The 7 7/8% Senior Notes are unsecured obligations of
         the Company, and the indenture for the 7 7/8% Senior Notes stipulates,
         among other things, restrictions on incurrence of indebtedness,
         distributions, mergers and asset sales and has cross-default provisions
         related to other debt of the Company. Interest accrues at 7 7/8% per
         annum, beginning from the date of issuance and is payable semi-annually
         on February 15 and August 15 of each year, commencing on August 15,
         1999. The 7 7/8% Senior Notes may be redeemed at the option of
         Mediacom, in whole or part, at any time after February 15, 2006, at
         redemption prices decreasing from 103.938% of their principal amount to
         100% in 2008, plus accrued and unpaid interest.

     (c) On June 24, 1997, the Company entered into an eight and one-half year
         $100.0 million reducing revolver and term loan agreement (the "Western
         Credit Agreement"). On January 23, 1998, the Company entered into a
         separate eight and one-half year $225.0 million reducing revolver and
         term loan agreement (the "Southeast Credit Agreement" and together with
         the Western Credit Agreement, the "Former Bank Credit Agreements"). By
         separate amendments dated as of January 26, 1999 to each of the Former
         Bank Credit Agreements, the term loans were converted into additional
         revolving credit loans.

         On September 30, 1999, the Company replaced the Former Bank Credit
         Agreements with $550.0 million of credit facilities, consisting of a
         $450.0 million reducing revolving credit facility and a $100.0 million
         term loan (the "Mediacom USA Credit Agreement"). The revolving credit
         facility expires on March 31, 2008, subject to earlier expiration on
         June 30, 2007 if Mediacom does not refinance the 8 1/2% Senior Notes by
         March 31, 2007. The term loan is due and payable on September 30, 2008,
         and is subject to repayment on September 30, 2007 if Mediacom does not
         refinance the 8 1/2% Senior Notes by March 31, 2007. The reducing
         revolving credit facility makes available a maximum commitment amount
         for a period of up to eight and one-half years, which is subject to
         quarterly reductions, beginning September 30, 2002, ranging from 1.25%
         to 17.50% of the original commitment amount of the reducing revolver.
         The Mediacom USA Credit Agreement requires mandatory reductions of the
         reducing revolver facility from excess cash flow, as defined therein,
         beginning December 31, 2002. The Mediacom USA Credit Agreement provides
         for interest at

                                       54
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         varying rates based upon various borrowing options and the attainment
         of certain financial ratios, and for commitment fees of 1/4% to 3/8%
         per annum on the unused portion of available credit under the reducing
         revolver credit facility.

         On November 5, 1999, the Company entered into a separate credit
         facility consisting of a $450.0 million reducing revolving credit
         facility and a $100.0 million term loan (the "Mediacom Midwest Credit
         Agreement", together with the Mediacom USA Credit Agreement, the "Bank
         Credit Agreements"). The revolving credit facility expires on June 30,
         2008, subject to earlier expiration on September 30, 2007 if Mediacom
         does not refinance the 8 1/2% Senior Notes by March 31, 2007. The term
         loan is due and payable on December 31, 2008, and is subject to
         repayment on December 31, 2007 if Mediacom does not refinance the 8
         1/2% Senior Notes by March 31, 2007. The reducing revolving credit
         facility makes available a maximum commitment amount for a period of up
         to eight and one-half years, which is subject to quarterly reductions,
         beginning September 30, 2002, ranging from 1.25% to 8.75% of the
         original commitment amount of the reducing revolver. The Mediacom
         Midwest Credit Agreement requires mandatory reductions of the reducing
         revolver facility from excess cash flow, as defined therein, beginning
         December 31, 2002. The Midwest Credit Agreement provides for interest
         at varying rates based upon various borrowing options and the
         attainment of certain financial ratios, and for commitment fees of 1/4%
         to 3/8% per annum on the unused portion of available credit under the
         reducing revolver credit facility. The average interest rate on
         outstanding debt under the Bank Credit Agreements was 8.0%, 6.9% and
         8.3% for the three months ended December 31, 1999, 1998 and 1997,
         respectively, before giving effect to the interest rate swap agreements
         discussed below.

         The Bank Credit Agreements require the Company to maintain compliance
         with certain financial covenants including, but not limited to,
         leverage, interest coverage and a pro forma debt service coverage
         ratios, as defined therein. The Bank Credit Agreements also require the
         Company to maintain compliance with other covenants including, but not
         limited to, limitations on mergers and acquisitions, consolidations and
         sales of certain assets, liens, the incurrence of additional
         indebtedness, certain restrictive payments, and certain transactions
         with affiliates. The Company was in compliance with all covenants of
         the Bank Credit Agreements as of December 31, 1999.

         The Bank Credit Agreements are secured by Mediacom's pledge of all its
         ownership interests in its operating subsidiaries and is guaranteed by
         Mediacom on a limited recourse basis to the extent of such ownership
         interests. At December 31, 1999, the Company had approximately $285.6
         million of unused bank commitments under the Bank Credit Agreements.

         The Company uses interest rate swap agreements in order to fix the
         interest rate for the duration of the contract as a hedge against
         interest rate volatility. As of December 31, 1999, the Company had
         entered into interest rate exchange agreements (the "Swaps") with
         various banks pursuant to which the interest rate on $50.0 million is
         fixed at a weighted average swap rate of approximately 6.2%, plus the
         average applicable margin over the Eurodollar Rate option under the
         Bank Credit Agreements. Under the terms of the Swaps, which expire from
         2000 through 2002, the Company is exposed to credit loss in the event
         of nonperformance by the other parties to the Swaps. However, the
         Company does not anticipate nonperformance by the counterparties.

     (d) In connection with an acquisition completed in 1996, certain
         subsidiaries of Mediacom issued to the seller an unsecured senior
         subordinated note (the "Seller Note") in the amount of $2.8 million,
         with a final maturity of June 28, 2006. Interest is deferred throughout
         the term of the Seller Note and is payable at maturity or upon
         prepayment. The Seller Note, together with accrued interest, was
         repaid on September 24, 1999 with no penalties associated with
         such prepayment.


                                       55
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The fair value of the Company's debt is estimated based on the current
rates offered to the Company for debt of the same remaining maturities. The fair
value of the senior bank debt approximates the carrying value. The fair value at
December 31, 1999 of the 8 1/2% Senior Notes and the 7 7/8% Senior Notes was
approximately $186.0 million and $110.0 million, respectively.

     The fair value of the Swaps is the estimated amount that the Company would
receive or pay to terminate the Swaps, taking into account current interest
rates and the current creditworthiness of the Swap counterparties. At December
31, 1999, the Company would have received approximately $504,000 if the Swaps
were terminated, inclusive of accrued interest.

The stated maturities of all debt outstanding as of December 31, 1999 are as
follows (dollars in thousands):

<TABLE>
<CAPTION>

<S>                                                                <C>
     2000.....................................................    $          -
     2001.....................................................               -
     2002.....................................................             750
     2003.....................................................           2,000
     2004.....................................................           2,000
     Thereafter ..............................................       1,134,250
                                                                     ---------
                                                                   $ 1,139,000
                                                                   ===========

</TABLE>


(10) RELATED PARTY TRANSACTIONS:

     Separate management agreements with each of Mediacom's operating
subsidiaries provided for Mediacom Management to be paid compensation for
management services performed for the Company. Until November 19, 1999, under
such agreements, Mediacom Management, which is wholly-owned by the Manager, was
entitled to receive annual management fees calculated as follows: (i) 5.0% of
the first $50.0 million of annual gross operating revenues of the Company; (ii)
4.5% of such revenues in excess thereof up to $75.0 million; and (iii) 4.0% of
such revenues in excess of $75.0 million. The management agreements with
Mediacom Management were amended effective November 19, 1999 in connection with
an amendment to Mediacom's operating agreement to provide annual management
fees equal to 2.0% of annual gross revenues. In connection with this amendment
to Mediacom's operating agreement, Mediacom Management also agreed to waive
all management fees incurred from July 1, 1999 through November 19, 1999 by
Mediacom's operating subsidiaries in the amount of approximately $2.8 million.
This waived amount is included in capital contributions in the consolidated
balance sheets. The Company incurred management fees of approximately $7.0
million, $5.8 million and $882,000 for the years ended December 31, 1999, 1998
and 1997, respectively. The management fees incurred in 1999 include the $2.8
million waived during such period.

     During the fourth quarter of fiscal 1999, the Company recorded a deferred
non-cash stock expense of $25.1 million relating to amendments to the management
agreements with Mediacom Management for which additional membership units of
Mediacom were issued to the Manager. This deferred expense represents the future
benefit of reduced management fees. In the fourth quarter of fiscal 1999, the
Company recorded a non-cash stock charge of approximately $628,000 in its
consolidated statements of operations. The balance of approximately $24.5
million is included in other assets in the consolidated balance sheets and will
be amortized over the expected term of the original management agreements.

     The operating agreement of Mediacom provides for Mediacom Management to be
paid a fee of 1.0% of the purchase price of acquisitions made by the Company
until the Company's pro forma consolidated annual operating revenues equal $75.0
million and 0.5% of such purchase price thereafter. In connection with an
amendment to Mediacom's operating agreement effective November 19, 1999,
Mediacom Management agreed to waive the acquisition fees of $3.8 million related
to the acquisitions of Triax and Zylstra systems and that no future acquisition

                                       56
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

fees are payable. The Company incurred acquisition fees of approximately $3.8
million, $3.3 million and $544,000 for the years ended December 31, 1999, 1998
and 1997, respectively. The acquisition fees incurred in 1999 represent the
amount waived during such period. The acquisition fees are included in other
expenses in the consolidated statement of operations.

     The operating agreement of Mediacom also provides for the reimbursement
of reasonable out-of-pocket expenses of Mediacom Management incurred in
connection with the operation of the business of the Company and acting for or
on behalf of the Company in connection with any potential acquisitions. The
Company reimbursed Mediacom Management approximately $0, $53,000 and $59,000 for
the years ended December 31, 1999, 1998 and 1997, respectively.

     The Manager is sole owner of Mediacom Management and has substantial
control over the operations of the Company. The Manager has the authority to
appoint 3 of the 5 members of Mediacom's Executive Committee. As indicated
above, the Company incurs fees and expenses from Mediacom Management which is
controlled by the Manager.

     Chase Manhattan Capital, LLC and CB Capital Investors, LLC were members of
Mediacom as of December 31, 1999 and are parties related to Chase Securities
Inc. and The Chase Manhattan Bank (collectively, "Chase"). Chase acted in
various capacities on behalf of the Company, such as the initial purchaser of
the Senior Notes, advisor in connection with the Company's acquisitions of the
Cablevision Systems and the Triax Systems, placement agent of Mediacom's
membership units, and administrative agent for the Company's bank credit
facilities. Chase received fees in the aggregate amount of approximately $7.1
million and $10.8 million in 1999 and 1998, respectively, in connection with
these activities.

(11)   EMPLOYEE BENEFIT PLANS:

     Substantially all employees of the Company are eligible to participate in a
deferred arrangement pursuant to the Internal Revenue Code Section 401(k) (the
"Plan"). Under such arrangement, eligible employees may contribute up to 15% of
their current pre-tax compensation to the Plan. The Plan permits, but does not
require, matching contributions and non-matching (profit sharing) contributions
to be made by the Company up to a maximum dollar amount or maximum percentage of
participant contributions, as determined annually by the Company. The Company
presently matches 50% on the first 6% of employee contributions. The Company's
contributions under the Plan totaled approximately $302,000, $264,000 and
$14,000 for the years ended December 31, 1999, 1998 and 1997, respectively.

(12)   COMMITMENTS AND CONTINGENCIES:

     Under various lease and rental agreements for offices, warehouses and
computer terminals, the Company had rental expense of approximately $1.3
million, $588,000 and $22,000 for the years ended December 31, 1999, 1998 and
1997, respectively. Future minimum annual rental payments are as follows
(dollars in thousands):

<TABLE>
<CAPTION>

<S>                                                                    <C>
     2000.........................................................     $ 1,220
     2001.........................................................         813
     2002.........................................................         638
     2003.........................................................         403
     2004.........................................................         309

</TABLE>


                                       57
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In addition, the Company rents utility poles in its operations generally
under short-term arrangements, but the Company expects these arrangements to
recur. Total rental expense for utility poles was approximately $1.8 million,
$1.7 million and $102,000 for the years ended December 31, 1999, 1998 and 1997,
respectively.

     As of December 31, 1999, approximately $421,000 of letters of credit were
issued in favor of various parties to secure the Company's performance relating
to franchise requirements and pole rentals. As of March 15, 2000, additional
letters of credit totaling approximately $1.7 million were issued in favor of
various parties relating to insurance requirements, pending acquisitions and
other franchise requirements.

   LEGAL PROCEEDINGS

     On January 19, 2000, Grey Advertising Inc. and Mediacom Inc., a
wholly-owned subsidiary of Grey, filed an action against MCC in the United
States District Court for the Southern District of New York asserting trademark
infringement, among other claims. The complaint alleges that Grey owns a
federally registered trademark for "Mediacom" and that MCC's use of this name
constitutes trademark infringement. Grey is seeking a permanent injunction to
prohibit MCC from using the Mediacom name in the conduct of MCC's business
together with unspecified monetary damages. MCC has denied the substantive
allegations of the complaint and is defending the action. If Mediacom
Communications Corporation is found to have infringed the proprietary rights of
Grey with respect to its use of the "Mediacom" mark or variations thereof,
Mediacom Communications Corporation could be enjoined from using the "Mediacom"
mark in connection with its business and be required to pay material monetary
damages. The Company is subject to legal proceedings and claims which arise in
the ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position, results of operations or liquidity of the Company.

     There are no other material pending legal proceedings to which the Company
is a party or to which any of our properties are subject.

   REGULATION IN THE CABLE TELEVISION INDUSTRY

     The cable television industry is subject to extensive regulation by
federal, local and, in some instances, state government agencies. The Cable
Television Consumer Protection and Competition Act of 1992 and the Cable
Communication Policy Act of 1984 (collectively, the "Cable Acts"), both of which
amended the Communications Act of 1934 (as amended, the "Communications Act"),
established a national policy to guide the development and regulation of cable
television systems. The Communications Act was amended by the Telecommunications
Act of 1996 (the "1996 Telecom Act"). Principal responsibility for implementing
the policies of the Cable Acts and the 1996 Telecom Act has been allocated
between the FCC and state or local regulatory authorities.

   FEDERAL LAW AND REGULATION

     The Cable Acts and the FCC's rules implementing such acts generally have
increased the administrative and operational expenses of cable television
systems and have resulted in additional regulatory oversight by the FCC and
local or state franchise authorities. The Cable Acts and the corresponding FCC
regulations have established, among other things: (i) rate regulations; (ii)
mandatory carriage and retransmission consent requirements that require a cable
television system under certain circumstances to carry a local broadcast station
or to obtain consent to carry a local or distant broadcast station; (iii) rules
for franchise renewals and transfers; and (iv) other requirements covering a
variety of operational areas such as equal employment opportunity, technical
standards and customer service requirements.

     The 1996 Telecom Act deregulates rates for cable programming services tiers
("CPST") on March 31, 1999 and, for certain small cable operators, immediately
eliminates rate regulation of CPST, and, in certain limited circumstances, basic
services. The FCC is currently developing permanent regulations to implement the
rate deregulation provisions of the 1996 Telecom Act. The Company is currently
unable to predict the ultimate effect of the Cable Acts or the 1996 Telecom Act
on its financial statements.


                                       58
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The FCC and Congress continue to be concerned that rates for regulated
programming services are rising at a rate exceeding inflation. It is therefore
possible that the FCC will further restrict the ability of cable television
operators to implement rate increases and/or Congress will enact legislation to
effect the same outcome.

   STATE AND LOCAL REGULATION

     Cable television systems generally operate pursuant to non-exclusive
franchises, permits or licenses granted by a municipality or other state or
local governmental entity. The terms and conditions of franchises vary
materially from jurisdiction to jurisdiction. A number of states subject cable
television systems to the jurisdiction of centralized state government agencies.
To date, other than Delaware, no state in which the Company currently operates
has enacted state level regulation. The Company cannot predict whether any of
the states in which currently operates will engage in such regulation in the
future.

(13)  FASB   131--DISCLOSURE   ABOUT  SEGMENTS  OF  AN  ENTERPRISE  AND  RELATED
INFORMATION:

     During the fourth quarter of fiscal year 1998, the Company adopted
Statement of Financial Accounting Standards ("SFAS 131"), "Disclosure about
Segments of an Enterprise and Related Information". This statement requires the
Company to report segment financial information consistent with the
presentations made to the Company's management for decision-making purposes. All
revenues of the Company are derived solely from cable television operations and
related activities. When allocating capital and operational resources to the
cable television systems, the Company's management evaluates such factors as the
bandwidth capacity and other cable plant characteristics, the offered
programming services, and the rate structure. The decision making of the
Company's management is based primarily on the impact of such resource
allocations on the Company's consolidated system cash flow (defined as operating
income before management fee expense, depreciation and amortization and non-cash
stock charges). For the years ended 1999, 1998 and 1997, the Company's
consolidated system cash flow was approximately $85.0 million, $59.9 million and
$9.4 million, respectively.

(14)  INVESTMENTS

     On November 4, 1999, the Company completed an agreement with SoftNet
Systems, Inc. ("SoftNet") a high-speed broadband Internet access and content
services company, to deploy SoftNet's high-speed Internet access services
throughout the Company's cable television systems. In addition to a revenue
sharing arrangement with SoftNet, the Company received 3.5 million shares of
SoftNet's common stock, representing a fair value of approximately $87.9 million
as of December 31, 1999, in exchange for SoftNet's long-term rights to deliver
high-speed Internet access services to the Company's customers. Under the terms
of this agreement, over a period of three years the Company is required to
upgrade its cable network to provide two-way communications capability in cable
systems passing 900,000 homes and make available such homes to SoftNet. Of the
issued shares, 90% are subject to forfeiture in the event the Company does not
perform subject to the schedule set forth in this agreement calling for the
delivery by the Company of two-way capable homes.

     As of December 31, 1999, the Company received 3.5 million shares of
SoftNet's common stock of which ten percent or 350,000 shares were vested and
non-forfeitable upon the date of receipt. The Company will record the value of
these vested and non-forfeitable shares of approximately $8.5 million as
revenues over the term of the agreement. As the Company delivers the required
number of two-way capable homes pursuant to its agreement with SoftNet, an
increasing number of the shares of SoftNet's common stock will become vested and
non-forfeitable. The Company will recognize the remaining 3,150,000 shares of
SoftNet's common stock as revenues over the term of this agreement. During the
fourth quarter, the Company recorded approximately $142,000 as revenues relating
to the SoftNet common stock.


                                       59
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(15)     EMPLOYMENT ARRANGEMENTS

     During the fourth quarter of fiscal 1999, the Company recorded a deferred
non-cash stock expense of approximately $27.0 million relating to the grant of
membership units of Mediacom to certain members of management for past and
future services. These units will vest over five years and are subject to
forfeiture penalties during the three year period between the date the
membership units become vested and the date the employee leaves Mediacom.
Forfeited units will revert to the Manager. During the fourth quarter of fiscal
1999, Mediacom recorded a non-cash stock charge of approximately $14.8 million
in its consolidated statements of operations, relating to the vested and
non-forfeitable membership units. The balance of approximately $12.2 million,
relating to the non-vested and forfeitable membership units, was recorded as
other redeemable members' equity in the consolidated balance sheets and will be
amortized as a non-cash stock expense over a period of five to eight years.

(16)     RECENT EVENTS

   INITIAL PUBLIC OFFERING

     On February 9, 2000, MCC, completed an initial public offering ("IPO") of
20,000,000 shares of Class A common stock at $19.00 per share. The net proceeds,
after underwriting discounts of approximately $22.8 million and estimated
expenses related to the offering of approximately $2.8 million, were $354.4
million and were used to repay bank indebtedness. Immediately prior to the
completion of the IPO, MCC issued 40,657,010 shares of Class A common stock and
29,342,990 shares of Class B common stock in exchange for all the outstanding
membership interests of Mediacom, which serves as the holding company for the
operating subsidiaries. As a result, MCC became the parent company of Mediacom,
which continues to serve as the holding company of its subsidiaries. On February
9, 2000, Mediacom's 1999 Operating Agreement was amended to reflect MCC as the
sole member and manager of Mediacom.

     Immediately prior to the IPO, additional membership interests were issued
to all members of Mediacom in accordance with a formula set forth in Mediacom's
1999 Operating Agreement which was based upon a valuation of Mediacom
established at the time of the IPO. A provision in the 1999 Operating Agreement
eliminated a certain portion of the special allocation of membership interests
awarded to the Primary Members based upon valuations of Mediacom performed from
time to time. In connection with the removal of these specified special
allocation provisions and the amendments to Mediacom's management agreements
with Mediacom Management effective November 19, 1999, the Primary Members were
issued new membership interests at the time of the IPO representing 16.5% of the
equity in Mediacom in accordance with a formula based upon the valuation
established immediately prior to the IPO. These newly issued membership
interests were exchanged for shares of MCC's common stock in the IPO.

     In addition, the Primary Members received options to purchase 7.2 million
shares of MCC's common stock in exchange for the elimination of the balance of
the provision providing for a special allocation of membership interests. These
options are for a term of five years and are exercisable, commencing six months
after the completion of the IPO, at a price equal to the initial public offering
price of $19.00. With the exception of such options held by the Manager to
purchase approximately 6,900,000 shares of common stock, such options: (i) vest
over five years which vesting period is deemed to have commenced for these
certain members on various dates prior to the IPO; and (ii) are subject to
forfeiture penalties during the three year period between the date the options
become vested and the date the employee leaves Mediacom.

     The management agreements between Mediacom Management and each of the
operating subsidiaries were terminated upon completion of the IPO, and Mediacom
Management's employees became MCC's employees and its corporate overhead became
MCC's corporate overhead. These expenses will be reflected as a corporate
expense in the consolidated statement of operations. As a result of the
completion of the IPO and the termination of these management agreements,
the deferred non-cash stock expense of $24.5 million relating to
the future


                                       60
<PAGE>

                          MEDIACOM LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

benefit of reduced  management fees, will be recorded as a non-cash stock charge
in the  consolidated  statements  of  operations  in the first quarter of fiscal
2000. (See Note 10).

     As of December 20, 1999, the Board of Directors of MCC adopted a stock
option plan for officers, directors and key employees. On February 3, 2000,
options for an aggregate of 2.8 million shares of Class A and Class B common
stock were granted to employees at an exercise price equal to the initial public
offering price of $19.00. Such options have a term of ten years and vest in
equal annual installments over five years. Vesting is contingent on continuous
employment. Options that do not vest will be forfeited.

     As of December 20, 1999, the Board of Directors of MCC adopted the 1999
employee stock purchase plan. The employee stock purchase plan is intended to
qualify under Section 423 of the Internal Revenue Code of 1986, as amended. MCC
reserved 1,000,000 shares of its Class A common stock for issuance under the
plan.

     On February 4, 2000, MCC granted to each of Craig S. Mitchell and Robert L.
Winikoff options to purchase 30,000 shares of Class A common stock, and also
granted to each of William S. Morris III, Thomas V. Reifenheiser and Natale S.
Ricciardi options to purchase 20,000 shares of Class A common stock at an
exercise price equal to the public offering price of $19.00 per share. Such
options have a term of ten years and vest in three equal annual installments
beginning February 3, 2001.

     Pursuant to an agreement with Mediacom Management, MCC purchased all of its
assets upon the completion of the initial public offering. MCC paid Mediacom
Management approximately $653,000 for the furniture, computers and other office
equipment that Mediacom Management purchased to conduct its operations. The
purchase price paid to Mediacom Management for such assets approximated their
carrying value.

     Mediacom is a limited liability company and its members were required to
report their share of income or loss in their respective income tax returns.
After the completion of the IPO and the exchange of membership interests in
Mediacom for shares of MCC's common stock, the results of MCC will be included
in MCC's corporate tax returns. MCC will also record a one-time non recurring
charge to earnings to record a net deferred tax liability. If the Company had
been a C corporation as of December 31, 1999, this charge would have been
approximately $1.3 million.

(17)  SUBSEQUENT EVENTS

   PENDING ACQUISITIONS

     As of March 15, 2000, the Company entered into four separate asset purchase
agreements to acquire cable television systems serving approximately 19,000
basic subscribers for an aggregate purchase price of $29.4 million. The Company
expects to close these four acquisitions in the second and third quarters of
2000, subject to the receipt of all necessary regulatory approvals. The Company
also signed one letter of intent to acquire cable systems serving approximately
9,000 basic subscribers for a purchase price of $16.0 million. The Company
expects to complete the acquisition of these systems in the third quarter of
2000, subject to the negotiation of definitive documentation and the receipt of
all necessary regulatory approvals.


                                       61
<PAGE>

<TABLE>
<CAPTION>

                                                                                                      SCHEDULE II

                          MEDIACOM LLC AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS
                          (ALL DOLLAR AMOUNTS IN 000'S)

                                                 BALANCE AT         ADDITIONS
                                                BEGINNING OF     CHARGED TO COSTS                    BALANCE AT
                                                   PERIOD          AND EXPENSES      DEDUCTIONS     END OF PERIOD
                                                   ------          ------------      ----------     -------------

December 31, 1997

<S>                                               <C>               <C>              <C>             <C>
     Allowance for doubtful accounts
          Current receivables...............     $    25             $    45          $    14          $   56

December 31, 1998

     Allowance for doubtful accounts
          Current receivables...............     $    56             $ 1,694          $ 1,452          $   298
     Acquisition reserves(1)
          Accrued expenses..................     $     -             $ 4,120          $     -          $ 4,120

December 31, 1999
     Allowance for doubtful accounts
          Current receivables...............     $   298               $ 975          $   501          $  772
     Acquisition reserves(1)
          Accrued expenses..................     $ 4,120             $ 1,530          $     -          $ 5,650

------------------

 (1)     Addition was charged to intangible assets

</TABLE>


                                       62
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholder of Mediacom Capital Corporation:

We have audited the accompanying balance sheets of Mediacom Capital Corporation
as of December 31, 1999 and 1998. These balance sheets are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
balance sheets based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the balance sheets referred to above present fairly, in all
material respects, the financial position of Mediacom Capital Corporation as of
December 31, 1999 and 1998, in conformity with generally accepted accounting
principles.

                                         Arthur Andersen LLP



Stamford, Connecticut
February 25, 2000


                                       63
<PAGE>

<TABLE>
<CAPTION>


                          MEDIACOM CAPITAL CORPORATION

                                 BALANCE SHEETS


                                                                      DECEMBER 31,    DECEMBER 31,
                                                                         1999             1998
                                                                         ----             ----
                                     ASSETS
<S>                                                                     <C>                <C>
Note receivable - from affiliate for issuance of common stock           $ 100              $ 100
                                                                        -----              -----

                Total assets                                            $ 100              $ 100
                                                                        =====              =====


                              STOCKHOLDER'S EQUITY

Common stock, par value $0.10; 200 shares authorized;
     100 shares issued and outstanding                                  $  10              $  10
Additional paid-in capital                                                 90                 90
                                                                           --                 --
                Total stockholder's equity                              $ 100              $ 100
                                                                        =====              =====

</TABLE>



                 The accompanying note to the balance sheets
              is an integral part of these financial statements.



                                       64
<PAGE>

                          MEDIACOM CAPITAL CORPORATION

                           NOTE TO THE BALANCE SHEETS

(1)      ORGANIZATION

     Mediacom Capital Corporation ("Mediacom Capital"), a New York corporation,
wholly-owned by Mediacom LLC ("Mediacom"), was organized on March 9, 1998 for
the sole purpose of acting as co-issuer with Mediacom of $200.0 million
aggregate principal amount of the 8 1/2% senior notes due April 15, 2008.
Interest on the 8 1/2% senior notes is payable semi-annually on April 15 and
October 15 of each year. Mediacom Capital does not conduct operations of its
own.

     On February 26, 1999, Mediacom and Mediacom Capital jointly issued $125.0
million aggregate principal amount of 7 7/8% senior notes due on February 15,
2011. The net proceeds from this offering of approximately $121.9 million were
used to repay a substantial portion of outstanding bank debt under the bank
credit facilities of Mediacom's operating subsidiaries. Interest on the 7 7/8%
senior notes is payable semi-annually on February 15 and August 15 of each year,
commencing on August 15, 1999.


                                       65
<PAGE>

ITEM 9.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None

                                       66
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

     The table below sets forth our directors and executive officers:

<TABLE>
<CAPTION>


     NAME                                                        AGE    POSITION
     <S>                                                         <C>    <C>

     Rocco B. Commisso......................................     50     Chairman and Chief Executive Officer
     Mark E. Stephan........................................     43     Senior Vice President, Chief Financial
                                                                        Officer, Treasurer and Director
     James M. Carey.........................................     48     Senior Vice President, Operations
     Joseph Van Loan........................................     58     Senior Vice President, Technology
     Italia Commisso Weinand................................     46     Senior Vice President, Programming and
                                                                        Human Resources and Secretary
     William S. Morris III..................................     65     Director
     Craig S. Mitchell......................................     41     Director
     Thomas V. Reifenheiser.................................     64     Director
     Natale S. Ricciardi....................................     51     Director
     Robert L. Winikoff.....................................     53     Director

</TABLE>

     ROCCO B. COMMISSO has 22 years of experience with the cable television
industry and has served as our Chairman and Chief Executive Officer since
founding Mediacom LLC in July 1995. From 1986 to 1995, he served as Executive
Vice President, Chief Financial Officer and a director of Cablevision Industries
Corporation. Prior to that time, Mr. Commisso served as Senior Vice President of
Royal Bank of Canada's affiliate in the United States from 1981, where he
founded and directed a specialized lending group to media and communications
companies. Mr. Commisso began his association with the cable industry in 1978 at
The Chase Manhattan Bank, where he was assigned to manage the bank's lending
activities to communications firms including the cable industry. He serves on
the board of directors of SoftNet Systems, Inc., the National Cable Television
Association and Cable Television Laboratories, Inc. Mr. Commisso holds a
Bachelor of Science in Industrial Engineering and a Master of Business
Administration from Columbia University.

     MARK E. STEPHAN has 13 years of experience with the cable television
industry and has served as our Senior Vice President, Chief Financial Officer
and Treasurer since the commencement of our operations in March 1996. Before
joining us, Mr. Stephan served as Vice President, Finance for Cablevision
Industries from July 1993. Prior to that time, Mr. Stephan served as Manager of
the telecommunications and media lending group of Royal Bank of Canada.

     JAMES M. CAREY has 18 years of experience in the cable television industry.
Before  joining us in September  1997,  Mr.  Carey was founder and  President of
Infinet Results, a  telecommunications  consulting firm, from December 1996. Mr.
Carey served as Executive  Vice  President,  Operations  at MediaOne  Group from
August 1995 to November 1996,  where he was responsible  for MediaOne's  Atlanta
cable  operations.  Prior to that time, he served as Regional Vice  President of
Cablevision  Industries'  Southern Region. Mr. Carey is a member of the board of
directors of the American Cable Association.

     JOSEPH VAN LOAN has 27 years of experience in the cable television
industry. Before joining us in November 1996, Mr. Van Loan served as Senior Vice
President, Engineering for Cablevision Industries from 1990. Prior to that time,
he managed a private telecommunications consulting practice specializing in
domestic and international cable television and broadcasting and served as Vice
President, Engineering for Viacom Cable. Mr. Van Loan received the 1986 Vanguard
Award for Science and Technology from the National Cable Television Association.

                                       67
<PAGE>

     ITALIA  COMMISSO  WEINAND has 23 years of  experience  in the cable  tele-
vision industry. Before joining us in April 1996, Ms. Weinand served as Regional
Manager for Comcast  Corporation from July 1985. Prior to that time, Ms. Weinand
held various management positions with  Tele-Communications,  Times Mirror Cable
and Time Warner.  She serves on the board of  directors  of the  National  Cable
Television  Cooperative,  Inc., a programming  consortium consisting of small to
medium-sized  multiple  system  operators.  Ms.  Weinand  is the  sister  of Mr.
Commisso.

     WILLIAM S. MORRIS III is a member of our board of directors. Mr. Morris has
served as the Chairman and Chief Executive Officer of Morris  Communications for
more than the past five years.  He is the  Chairman of the board of directors of
the Newspapers Association of America.

     CRAIG S. MITCHELL is a member of our board of directors.  Mr.  Mitchell has
held various management  positions with Morris  Communications for more than the
past  five  years.  He  currently  serves  as its Vice  President,  Finance  and
Treasurer and is also a member of its board of directors.

     THOMAS V.  REIFENHEISER is a member of our board of directors.
Mr. Reifenheiser has been a Managing Director and Group Executive for the Global
Media and Telecom  Group of Chase  Securities  Inc.  for more than the past five
years.  He joined Chase in 1963 and has been the Global Media and Telecom  Group
Executive since 1977.

     NATALE S. RICCIARDI is a member of our board of directors. Mr. Ricciardi
has held various  management  positions  with Pfizer Inc. for more than the past
five years.  He joined Pfizer in 1972 and currently  serves as Vice President of
Pfizer  Global  Manufacturing  with  responsibility  for  all of  Pfizer's  U.S.
manufacturing plants.

     ROBERT L.  WINIKOFF is a member of our board of  directors.  He is also
member of the  executive  committee  of Mediacom  LLC.  Mr.  Winikoff has been a
partner  of the New York City law firm of  Cooperman  Levitt  Winikoff  Lester &
Newman,  P.C. for more than the past five years, which has served as our general
outside  counsel  since 1995.  He is a member of the board of directors of Young
Broadcasting Inc., an owner and operator of broadcast television stations.


KEY EMPLOYEES

     The table below sets forth our key employees:

<TABLE>
<CAPTION>

      NAME                                                       AGE    POSITION
      <S>                                                        <C>    <C>

      Calvin G. Craib.......................................     45     Vice President, Business Development
      Bruce J. Gluckman.....................................     47     Vice President, Legal and Regulatory Affairs
      Richard L. Hale.......................................     50     Vice President, Midwest Region
      Dale E. Ordoyne.......................................     49     Vice President, Southern Region
      John G. Pascarelli....................................     38     Vice President, Marketing
      Brian M. Walsh........................................     34     Vice President and Controller
      William D. Wegener....................................     38     Vice President, Network Development
      Arnold P. Cool........................................     51     Regional Director, Central Region
      Louis Gentile.........................................     40     Regional Director, Western Region
      Richard P. Hanson.....................................     46     Regional Director, North Central Region
      Donald E. Zagorski....................................     40     Regional Director, Mid-Atlantic Region

</TABLE>

     CALVIN G. CRAIB has 18 years experience in the cable  television  industry.
Before joining us in April 1999, Mr. Craib served as Vice President, Finance and
Administration for Interactive  Marketing Group from June 1997 to December 1998.
Mr.  Craib  served as Senior Vice  President,  Operations,  and Chief  Financial
Officer for Douglas  Communications from January 1990 to May 1997. Prior to that
time, Mr. Craib served in various financial management capacities at Warner Amex
Cable and Tribune Cable.

     BRUCE J.  GLUCKMAN has seven years of  experience  in the cable  television
industry.  Before  joining us as Director of Legal Affairs in February 1998, Mr.
Gluckman was in private law practice  from  January 1996 to October  1997.  From
June  1993 to  January  1996,  he  served as a Staff  Attorney  for  Cablevision
Industries. Mr. Gluckman has 20 years of experience in the practice of law.

                                       68
<PAGE>

     RICHARD L. HALE has 16 years of experience in the cable television
industry. Before joining us as Regional Manager for the Central Region in
January 1998, Mr. Hale served as Regional Manager of Cablevision Systems'
Kentucky/Missouri region and as Sales and Marketing Director from 1988 to 1998.
Mr. Hale began his career in the cable television industry in 1984 as Regional
Sales and Marketing Director for Adams-Russell Cable.

     DALE E. ORDOYNE has 18 years of experience in the cable television
industry. Before joining us in October 1999, Mr. Ordoyne served as Vice
President, Marketing for MediaOne Group from 1995, where he was responsible for
all marketing activities for the Atlanta cluster comprised of 500,000 basic
subscribers. Prior to that time, Mr. Ordoyne served in various marketing and
system management capacities for Cablevision Industries and Cox Communications.

     JOHN G. PASCARELLI has 19 years of experience in the cable television
industry. Before joining us in March 1998, Mr. Pascarelli served as Vice
President, Marketing for Helicon from January 1996 to February 1998 and as
Corporate Director of Marketing for Cablevision Industries from 1988 to 1995.
Prior to that time, Mr. Pascarelli served in various marketing and system
management capacities for Continental Cablevision, Cablevision Systems and
Storer Communications.

     BRIAN M. WALSH has 12 years of experience in the cable television industry.
Before joining us in April 1996 as Director of Accounting, Mr. Walsh served as
financial analyst for Helicon from January 1996 to March 1996. Prior to that
time, Mr. Walsh served in various financial management capacities for
Cablevision Industries, including Business Manager from January 1992 to December
1995. Mr. Walsh began his career in the cable television industry in 1988 when
he joined Cablevision Industries as a staff accountant.

     WILLIAM D. WEGENER has 19 years of experience in the cable television
industry. Before joining us in February 1998, Mr. Wegener served as Senior Sales
Engineer for C-Cor Electronics from October 1995 to October 1997. Prior to that
time, Mr. Wegener served in various engineering capacities for Cablevision
Industries. He is a member of the Society of Cable Telecommunications Engineers.

     ARNOLD P. COOL has 22 years of experience in the cable television industry.
Before joining us in January 1998, he served in various capacities for
Cablevision Systems' cable television systems in Kentucky and Missouri from
April 1993. Prior to that time, Mr. Cool held various technical and supervisory
responsibilities for Cablevision Systems and for smaller cable television
companies.

     LOUIS GENTILE has 11 years of experience in the cable television industry.
Before joining us as Divisional Business Manager in January 1998, Mr. Gentile
served in various financial management capacities for Cablevision Systems from
January 1992. Mr. Gentile began his career in the cable television industry in
1989 when he joined MultiVision Cable as a financial analyst.

     RICHARD  P.  HANSON  has 22 years of  experience  in the  cable  television
industry.  Mr.  Hanson  joined us upon the closing of the Triax  acquisition  on
November 5, 1999. Before joining us, Mr. Hanson served in various capacities for
Triax, most recently as Director of Operations, from March 1988 to October 1999.
Prior to joining  Triax,  he served as Manager for  Combined  Cable and for Star
Cablevision.

     DONALD E. ZAGORSKI has 19 years of experience in the cable television
industry. Before joining us in June 1997, Mr. Zagorski served as System and
Regional Manager for Tele-Media Company from March 1990. Prior to that time, Mr.
Zagorski held various technical and supervisory positions with Outer Banks
Cablevision and Group W Cable.

     All directors hold office until the next annual meeting of stockholders and
until their successors have been elected and qualify. All executive officers and
key employees serve at the discretion of the board of directors. Mr. Commisso
has agreed to cause the election of two directors designated by Morris
Communications so long as Morris Communications continues to own at least 20% of
our outstanding common stock, and one such director so long as it continues to
own at least 10% of our outstanding common stock. In accordance with this
agreement, Mr. Morris and Mr. Mitchell have been designated as directors by
Morris Communications.

                                       69
<PAGE>

COMMITTEES OF THE BOARD OF DIRECTORS

   AUDIT COMMITTEE

     The members of the audit committee are Craig S. Mitchell,  Thomas V.
Reifenheiser  and  Natale  S.  Ricciardi.  The  responsibilities  of  the  audit
committee include:

    o recommending the appointment of independent accountants;

    o reviewing the arrangements for and scope of the audit by independent
      accountants;

    o reviewing the independence of the independent accountants;

    o considering the adequacy of the system of internal accounting controls
      and review any proposed corrective actions;

    o reviewing and monitoring our policies regarding business ethics and
      conflicts of interest;

    o discussing  with  management and the  independent  accountants  our draft
      annual financial statements and key accounting and reporting matters; and

    o reviewing the activities and recommendations of our accounting department.

   COMPENSATION COMMITTEE

     The members of the compensation  committee are Rocco B. Commisso,  William
S. Morris III and Robert L. Winikoff.  The compensation  committee has authority
to review and make recommendations to our board of directors with respect to the
compensation of our executive officers.

   STOCK OPTION COMMITTEE

     The members of the stock option committee are Thomas V. Reifenheiser,
Natale S. Ricciardi and Robert L. Winikoff. The stock option committee
administers our 1999 stock option plan and determines, among other things, the
time or times at which options will be granted, the recipients of grants,
whether a grant will consist of incentive stock options, nonqualified stock
options or stock appreciation rights, which may be in tandem with an option or
free-standing, or a combination thereof, the option periods, whether an option
is exercisable for Class A common stock or Class B common stock, the limitations
on option exercise and the number of shares to be subject to such options,
taking into account the nature and value of services rendered and contributions
made to our success. The stock option committee also has authority to interpret
the plan and, subject to certain limitations, to amend provisions of the plan as
it deems advisable.

DIRECTOR COMPENSATION

     Those directors who are not also our employees will not receive annual
compensation. On February 4, 2000, we granted to each of Craig S. Mitchell and
Robert L. Winikoff options to purchase 30,000 shares of Class A common stock,
and we granted to each of William S. Morris III, Thomas V. Reifenheiser and
Natale S. Ricciardi options to purchase 20,000 shares of Class A common stock at
an exercise price equal to the public offering price of $19.00 per share. Such
options become exercisable in three equal annual installments beginning February
3, 2001. Non-employee directors will also receive reimbursement of out-of-pocket
expenses incurred for each board meeting or committee meeting attended.

                                       70
<PAGE>

ITEM 11.      EXECUTIVE COMPENSATION

     Prior to our initial public offering on February 4, 2000, except for James
M. Carey, we did not make any payment in respect of compensation to any of our
executive officers. These executive officers received compensation from Mediacom
Management, which was entitled to receive management fees from our subsidiaries.
Mr. Carey received his compensation from one of our operating subsidiaries,
Mediacom Southeast LLC. For more information regarding the management fees paid
by our subsidiaries to Mediacom Management, see "Certain Relationships and
Related Transactions--Management Agreements." Since the consummation of our
initial public offering, we have paid the compensation to our executive
officers.

     Except where otherwise indicated, the following table summarizes the
compensation paid in 1999 and 1998 by Mediacom Management to our Chief Executive
Officer and our four other most highly compensated executive officers who
received total compensation in excess of $100,000:

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                                 ANNUAL COMPENSATION
                                                                     ---------------------------------------------
                                                                                                     OTHER ANNUAL
NAME AND PRINCIPAL POSITION                               YEAR       SALARY($)        BONUS($)     COMPENSATION($)
---------------------------                               ----       ---------        --------     ---------------
<S>                                                       <C>         <C>             <C>          <C>

Rocco B. Commisso...................................      1999        100,000                --              --
   Chairman and Chief Executive Officer                   1998        100,000                --              --


Mark E. Stephan.....................................      1999        200,000                --              --
   Senior Vice President, Chief Financial Officer,        1998        190,769           132,034              --
   Treasurer and Director

James M. Carey(1)...................................      1999        140,769            20,000              --
   Senior Vice President, Operations                      1998        106,154            15,000          35,500(2)

Joseph Van Loan.....................................      1999        200,000                --              --
   Senior Vice President, Technology                      1998        190,769           132,034              --

Italia Commisso Weinand.............................      1999        136,923                --              --
   Senior Vice President, Programming and Human           1998        130,693            99,026              --
    Resources and Secretary

---------------------------

(1)  Mr. Carey's compensation was paid by one of our operating subsidiaries, Mediacom Southeast LLC.
(2)  Represents consulting fees from January 1, 1998 to February 2, 1998.

</TABLE>

     The amounts set forth in the above table do not include the receipt by Mark
E. Stephan, James M. Carey, Joseph Van Loan and Italia Commisso Weinand of
membership units in Mediacom LLC from Rocco B. Commisso as described in
"--Employment Arrangements" below.

                                       71
<PAGE>

EMPLOYMENT ARRANGEMENTS

     Mark E. Stephan, James M. Carey, Joseph Van Loan, Italia Commisso Weinand
and several of our other employees have entered into employment arrangements
setting forth the terms of their at-will employment with us. Pursuant to the
employment arrangements, Rocco B. Commisso delivered to each of these employees
a specified number of membership units in Mediacom LLC, which were owned by Mr.
Commisso. Approximately 55% of the membership units were fully vested and
non-forfeitable on the date of grant. During the fourth quarter of 1999, we
recorded approximately $14.8 million in a non-cash stock charge relating to
these vested and non-forfeitable membership units, based on the initial public
offering price of $19.00. A deferred non-cash stock expense of approximately
$12.2 million, relating to the non-vested and forfeitable membership units, will
be amortized over a period of five to eight years.

     In connection with our initial public offering, such membership units were
exchanged for an aggregate of 1,421,879 shares of our Class B common stock and
options to acquire an aggregate of 348,892 shares of our Class B common stock at
an exercise price equal to the initial public offering price of $19.00 per
share. Such shares and options initially are subject to vesting in five equal
annual installments, which vesting period is deemed to have commenced for each
officer on various dates prior to our initial public offering. All such shares
and options which vest initially are nonetheless subject to potential forfeiture
during the first three years after vesting under the circumstances described
below. If the employee desires to sell the vested shares and options, or if the
employee's employment with us is terminated for any reason, Mr. Commisso will
have the option to purchase such shares or options at their fair market value.
In the event that Mr. Commisso exercises this purchase option, a portion of the
shares or options vested for less than three years will nonetheless be forfeited
to Mr. Commisso if, during such three year period, such employee elects to sell
such shares or exercise such options or voluntarily terminates his employment
with us or if such employee's employment with us is terminated for cause. No
forfeiture of vested shares or options will occur if Mr. Commisso elects not to
exercise his purchase option, or if the employee is terminated by us without
cause or as a result of death or disability. Upon a change of control, all such
shares will vest and not be subject to forfeiture. Each of the employees has
granted to Mr. Commisso an irrevocable proxy with respect to all voting rights
relating to their shares of common stock following the exchange. At the request
of any of these employees, Mr. Commisso will make a loan to the employee in the
amount of any tax liability resulting from such employee's receipt of our
options in exchange for membership units in Mediacom LLC. Such loan would be
secured by such employee's shares of common stock and options. Each of the
employment arrangements also provides that if we terminate the employee's
employment without cause, the employee is entitled to a severance payment equal
to six months of base salary and precludes the employee from competing with us
for a period of three years following termination.

1999 STOCK OPTION PLAN

     Our board of directors adopted our 1999 stock option plan which became
effective as of December 20, 1999. We have reserved 9,000,000 shares of common
stock with respect to which options and stock appreciation rights may be granted
under the plan. A maximum of 7,000,000 shares of our common stock reserved under
the plan may be granted as incentive stock options qualified for favorable tax
treatment to the holder under Internal Revenue Code Section 422. The purpose of
the plan is to promote our interests and the interests of our stockholders by
strengthening our ability to attract and retain competent employees, to make
service on our board of directors more attractive to present and prospective
non-employee directors and to provide a means to encourage stock ownership and
proprietary interest in us by our officers, non-employee directors and valued
employees and other individuals upon whose judgment, initiative and efforts our
financial success and growth largely depend.

     The plan states that it may be administered by either the entire board of
directors or a committee consisting of two or more members of the board of
directors, each of whom is a non-employee director. Our board of directors has
determined that the plan will be administered by the stock option committee
which consists solely of non-employee directors.

     Incentive stock options may be granted only to our officers and key
employees and the officers and key employees of our subsidiaries. Nonqualified
stock options and stock appreciation rights may be granted to our officers, key
employees, directors, agents and consultants and the officers and employees of
our subsidiaries. In determining the eligibility of an individual for grants
under the plan, as well as in determining the number of shares to be optioned to
any individual, the stock option committee takes into account the
recommendations of our Chairman of

                                       72
<PAGE>

the Board, Mr. Commisso, the position and responsibilities of the individual
being considered, the length of such individual's employment with us or our
subsidiaries, the nature and value to us or our subsidiaries of his or her
service or accomplishments, his or her present or potential contribution to the
success of us or our subsidiaries and such other factors as the stock option
committee may deem relevant. In making recommendations to the stock option
committee, Mr. Commisso expects to focus upon individuals who would be motivated
by a direct economic stake in us. Options may provide for their exercise into
shares of any class of our common stock.

     The plan provides for the granting of incentive stock options to purchase
our common stock at not less than the fair market value on the date of the
option grant and the granting of nonqualified options with any exercise price.
Stock appreciation rights may be granted with an exercise price equal to the
fair market value of a share of our common stock on the date of grant of the
stock appreciation right. Stock appreciation rights granted in tandem with an
option have the same exercise price as the related option. Options for an
aggregate of 2,920,000 shares of our common stock, comprised of 1,971,108 shares
of Class A common stock and 948,892 shares of Class B common stock were granted
on February 4, 2000 under the plan to all of our full and part-time employees at
an exercise price equal to the initial public offering price of $19.00. Such
options will vest at various times over five years. Vesting is contingent on
continuous employment with us. Options that do not vest will be forfeited.

     The plan also contains limitations applicable only to incentive stock
options granted thereunder. To the extent that the aggregate fair market value,
as of the date of grant, of the shares to which incentive stock options become
exercisable for the first time by an optionee during the calendar year exceeds
$100,000, the option will be treated as a nonqualified option. In addition, if
an optionee owns more than 10% of the total combined voting power of all classes
of our capital stock or that of our parent or any of our subsidiaries at the
time the individual is granted an incentive stock option, the option price per
share of the incentive stock option cannot be less than 110% of the fair market
value per share as of the date of grant and the term of the incentive stock
option cannot exceed five years. No option or stock appreciation right may be
granted under the plan after December 19, 2009, and no option or stock
appreciation right may have a term of more than ten years after the date of its
grant.

     Upon the exercise of an option, the holder must make payment of the full
exercise price. Such payment may be made in cash, check or, under certain
circumstances, in shares of our common stock having a fair market value equal to
the exercise price of the options, or any combination thereof. Stock
appreciation rights, which give the holder the privilege of surrendering such
rights for the appreciation in the underlying common stock between the time of
the grant and the surrender, may be settled, in the discretion of the stock
option committee in cash, in shares of our common stock valued at their fair
market value on the date of exercise of the stock appreciation right, or in any
combination thereof. The exercise of a stock appreciation right granted in
tandem with an option cancels the option to which it relates with respect to the
same number of shares as to which the stock appreciation right was exercised.
The exercise of an option cancels any related stock appreciation right with
respect to the same number of shares as to which the option was exercised.
Generally, options and stock appreciation rights may be exercised while the
recipient is performing services for us and within three months after
termination of such services.

     The plan may be terminated at any time by the board of directors, which may
also amend the plan, except that without stockholder approval, it may not
increase the number of shares subject to the plan or change the class of persons
eligible to receive options under the plan.

1999 EMPLOYEE STOCK PURCHASE PLAN

     Our board of directors adopted our 1999 employee stock purchase plan which
became effective as of December 20, 1999. Our employee stock purchase plan is
intended to qualify under Section 423 of the Internal Revenue Code of 1986, as
amended. We have reserved 1,000,000 shares of our Class A common stock for
issuance under the plan. The plan states that it may be administered by either
the entire board of directors or a committee of the board of directors. Our
board of directors has determined that the plan will be administered by the
compensation committee.

     All persons employed by us or any of our subsidiaries on the date of our
initial public offering are eligible to participate in the employee stock
purchase plan provided they customarily perform for us at least 20 hours of
services per week and for more than five months in any calendar year. The plan
covers four offering periods, each lasting six months. The offering periods
commence on February 1 and August 1 of each year covered by the plan, except
that the first offering period will start on February 4, 2000 and end on July
31, 2000. Eligible employees, on the date of our

                                       73
<PAGE>

initial public offering, automatically participated in the plan unless they fail
to enroll in payroll deductions within 30 days following the date of our initial
public offering, February 4, 2000.

     Our employee stock purchase plan allows for each participating employee to
purchase common stock through payroll deductions. Each employee's payroll
deductions for any period may not exceed 15% of the employee's compensation for
such period up to a maximum aggregate deduction of $21,250 for each period.
Purchases of our common stock will occur on the final trading day of each
offering period. No employee may be granted an option under the plan if
immediately after the grant the employee would own our capital stock and/or
options to purchase our common stock possessing 5% or more of the total combined
voting power or value of all classes of capital stock of us or any of our
subsidiaries. In addition, the total value of the shares purchased by a
participant in any calendar year, measured as of the beginning of the offering
period, may not exceed $25,000.

     The price of each share of common stock purchased under our employee stock
     purchase plan will be 85% of the lower of:

     o  the fair market value per share of common stock on the date of our
        initial public offering; or

     o  the fair market value per share of common stock on the final trading day
        of each applicable offering period.

     Employees may end their participation in the employee stock purchase plan
at any time. Participation ends automatically upon termination of employment
with us. Our board of directors may amend or terminate the employee stock
purchase plan at any time. If our board increases the number of shares of common
stock reserved for issuance under the plan, it must seek the approval of our
stockholders.

401(K) PLAN

     We maintain a retirement plan established in conformity with Section 401(k)
of the Internal Revenue Code of 1986, covering all of our eligible employees. In
accordance with the 401(k) plan, employees may elect to defer up to 15% of their
current pre-tax compensation and have the amount of the deferral contributed to
the 401(k) plan. The maximum elective deferral contribution was $10,000 in each
of 1998 and 1999 subject to adjustment for cost-of-living in subsequent years.
Certain highly compensated employees may be subject to a lesser limit on their
maximum elective deferral contribution. The 401(k) plan permits, but does not
require, us to make matching contributions and non-matching, profit sharing,
contributions up to a maximum dollar amount or maximum percentage of participant
or employee contributions. Our contributions under the plan totaled
approximately $14,000, $264,000 and $302,000 for the years ended December 31,
1997, 1998, and 1999, respectively.

                                       74
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of March 15, 2000 certain information
with respect to the beneficial ownership of our common stock by:

     o  each person known by us to beneficially own more than 5% of any class of
        our common stock;

     o  each of our directors;

     o  our Chief Executive Officer and our four other most highly compensated
        executive officers; and

     o  all of our directors, director nominees and executive officers as a
        group.

     The amounts and percentages of common stock beneficially owned are reported
on the basis of regulations of the Securities and Exchange Commission governing
the determination of beneficial ownership of securities. Under the rules of the
Securities and Exchange Commission, a person is deemed to be a beneficial owner
of a security if that person has or shares voting power, which includes the
power to vote or to direct the voting of such security, or investment power,
which includes the power to dispose of or to direct the disposition of such
security. Unless otherwise indicated below, each beneficial owner named in the
table below has sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable. Holders
of Class A common stock are entitled to one vote per share, while holders of
Class B common stock are entitled to ten votes per share. Holders of both
classes of common stock will vote together as a single class on all matters
presented for a vote, except as otherwise required by law. Percentage of
beneficial ownership of Class A common stock is based on 60,657,010 shares of
Class A common stock outstanding and percentage of beneficial ownership of Class
B common stock is based on 29,342,990 shares of Class B common stock
outstanding. Unless otherwise indicated, the address of each beneficial owner of
more than 5% of Class A or Class B common stock is Mediacom Communications
Corporation, 100 Crystal Run Road, Middletown, New York 10941.

<TABLE>
<CAPTION>

                                                 CLASS A COMMON STOCK        CLASS B COMMON STOCK     PERCENT OF VOTE
                                                -----------------------     -----------------------   AS A SINGLE
NAME OF BENEFICIAL OWNER                        NUMBER          PERCENT      NUMBER         PERCENT   CLASS
------------------------                        ------          -------      ------         -------   ---------------
<S>                                             <C>               <C>       <C>             <C>           <C>

Rocco B. Commisso...........................       250,000           * %     29,342,990(7)   100.0%        82.9%
Morris Communications Corporation(1)........    28,309,674        46.7               --         --          8.0
CB Capital Investors, LLC(2)................     4,223,534         7.0               --         --          1.2
U.S. Investor, Inc.(3)......................     3,051,170         5.0               --         --            *
Mark E. Stephan.............................            --          --          387,222(8)(9)  1.3           --
William S. Morris III(1)(4).................    28,309,674        46.7               --         --          8.0
Craig S. Mitchell(1)(5).....................    28,399,674        46.8               --         --          8.0
Thomas V. Reifenheiser......................            --          --               --         --           --
Natale S. Ricciardi.........................        10,000           *               --         --           --
Robert L. Winikoff..........................        45,000(6)        *               --         --           --
James M. Carey..............................            --          --          216,844(9)(10)   *           --
Joseph Van Loan.............................         4,000           *          263,311(9)(11)   *           --
Italia Commisso Weinand.....................           500           *          263,311(9)(12)   *           --
All executive officers and directors
  as a group (10 persons)...................    28,709,174        47.3       29,342,990      100.0         91.0
</TABLE>


------------------

  * Represents beneficial ownership of less than 1%.

(1)  The address of the beneficial owner is 725 Broad Street, Augusta, Georgia
     30901.
(2)  Includes approximately 856,200 shares of Class A common stock owned by its
     affiliate, Chase Manhattan Capital, LLC. The address of the beneficial
     owner is c/o Chase Capital Partners, 380 Madison Avenue, New York, New York
     10017.
(3)  A party related to Booth American Company. The address of the beneficial
     owner is 333 West Fort Street, Detroit, Michigan 48226.
(4)  Represents shares held by Morris Communications. Mr. Morris is the Chairman
     and Chief Executive Officer of Morris Communi-cations and is deemed to be
     in control of Morris Communications.


                                       75
<PAGE>

(5)  Includes 28,309,674 shares held by Morris Communications. Mr. Mitchell is a
     director and the Vice President, Finance and Treasurer of Morris
     Communications. Mr. Mitchell disclaims any beneficial ownership of the
     shares held by Morris Communications.

(6)  Includes 30,000 shares held by a limited liability company for which Mr.
     Winikoff serves as manager. Mr. Winikoff disclaims beneficial ownership of
     the shares held by the limited liability company except to the extent of
     his pecuniary interest therein.

(7)  Includes 1,421,879 shares of Class B common stock owned of record by other
     stockholders, for which Mr. Commisso holds an irrevocable proxy,
     representing all remaining shares of Class B common stock outstanding.

(8)  All of these shares are subject to vesting in five equal annual
     installments, which vesting period is deemed to have commenced on March 18,
     1997. 232,333 of these shares are currently vested.

(9)  If such beneficial owner desires to sell vested shares, or if such
     beneficial owner's employment with us is terminated for any reason, Mr.
     Commisso will have the option to purchase such shares. In the event that
     Mr. Commisso exercises this purchase option, a portion of the vested shares
     vested for less than three years will nonetheless be forfeited to Mr.
     Commisso if, during such three year period, such beneficial owner elects to
     sell such shares or voluntarily terminates his employment with us or if
     such beneficial owner's employment with us is terminated for cause. Such
     forfeiture of vested shares will not occur if Mr. Commisso does not
     exercise his purchase option or if the beneficial owner is terminated by us
     without cause or as a result of death or disability. Upon a change of
     control, all such shares will vest and not be subject to forfeiture. In
     addition, such beneficial owner has granted Mr. Commisso an irrevocable
     proxy which may be exercised by Mr. Commisso in connection with any action
     to be taken by our stockholders.

(10) All of these shares are subject to vesting in five equal annual
     installments, which vesting period is deemed to have commenced on
     September 15, 1998. 86,737 of these shares are currently vested.

(11) All of these shares are subject to vesting in five equal annual
     installments, which vesting period is deemed to have commenced on November
     4, 1997. 157,986 of these shares are currently vested.

(12) All of these shares are subject to vesting in five equal annual
     installments, which vesting period is deemed to have commenced on April
     21, 1997. 157,986 of these shares are currently vested.

                                       76
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The following discussion sets forth certain relationships and related
transactions of us and our subsidiary, Mediacom LLC, and its operating
subsidiaries.

MANAGEMENT AGREEMENTS

     Each of our operating subsidiaries was a party to a management agreement
with Mediacom Management, which is owned by Mr. Commisso. Under these
agreements, Mediacom Management provided management services to our operating
subsidiaries and was paid annual management fees. Until November 19, 1999, the
management fee was 5.0% of the first $50.0 million of our annual gross operating
revenues, 4.5% of annual gross operating revenues in excess of $50.0 million, up
to $75.0 million, and 4.0% of annual gross operating revenues in excess of $75.0
million. The management agreements were amended effective November 19, 1999 in
connection with Mediacom LLC's 1999 Operating Agreement to provide for annual
management fees equal to 2% of annual gross operating revenues. In addition,
Mediacom Management agreed to waive all management fees accrued from July 1,
1999 through November 19, 1999. Each of the management agreements was terminated
upon completion of our initial public offering, and employees of Mediacom
Management became our employees. In 1999, the aggregate amount of management
fees paid to Mediacom Management was approximately $4.2 million.

TRANSACTION FEES AND EXPENSE REIMBURSEMENT

     Prior to the amendment of Mediacom LLC's operating agreement on November
19, 1999, Mediacom Management was paid a fee based on a percentage of the
purchase price of acquisitions made by Mediacom LLC after January 1998. In
accordance with Mediacom LLC's operating agreement, the aggregate acquisition
fees of $3.8 million in connection with the Triax and Zylstra acquisitions have
been waived by Mediacom Management and no further acquisition fees were payable
after November 19, 1999.

     The operating agreement also provided for reimbursement of reasonable
out-of-pocket expenses incurred by Mediacom Management in connection with the
operation of the business of Mediacom LLC and acting on behalf of Mediacom LLC
in connection with any potential acquisition of a cable system. In 1999, there
were no out-of-pocket expenses reimbursed to Mediacom Management.

PURCHASE OF ASSETS

     Pursuant to an agreement with Mediacom Management, we purchased all of
Mediacom Management's assets upon the completion of our initial public offering.
We paid Mediacom Management approximately $653,000 for the furniture, computers
and other office equipment that Mediacom Management purchased to conduct its
operations. The purchase price paid to Mediacom Management for such assets
approximated their carrying value.

OTHER RELATIONSHIPS

     Prior to the issuance of our common stock in exchange for all membership
interests in Mediacom LLC, Chase Manhattan Capital, LLC and CB Capital
Investors, LLC were members of Mediacom LLC. Chase Manhattan Capital, LLC and CB
Capital Investors, LLC are parties related to Chase Securities Inc. and The
Chase Manhattan Bank.

     Chase  Securities  Inc.  was one of the  co-managers  of our initial public
offering. In connection with our initial public offering,  Chase Securities Inc.
received  underwriting  discounts and commissions in the amount of approximately
$350,000 on February 9, 2000.

     Chase  Securities  Inc.  acted as an initial  purchaser in connection  with
the offering of our 7 7/8% senior notes in 1999. Chase Securities Inc. received
fees in the amount of approximately $3.1 million in 1999 in connection with the
offering.

                                       77
<PAGE>

     Chase  Securities  Inc. acted as an advisor in connection with our  acqui-
sition of the Triax systems. For these services,  Chase Securities Inc. received
a fee in the  amount of $3.0  million.  One  individual  associated  with  Chase
Securities Inc., Thomas V. Reifenheiser, is a member of our board of directors.

     Prior to the issuance of our common stock in exchange for all membership
interests in Mediacom LLC, Morris Communications was a member of Mediacom LLC.
Morris Communications received commitment fees of approximately $268,000 in 1999
in connection with its capital contributions to Mediacom LLC.

     Prior to the issuance of our common stock in exchange for all membership
interests in Mediacom LLC, U.S. Investor, Inc. was a member of Mediacom LLC. In
connection with its purchase of a cable television system in Kern County,
California from Booth American Company, the parent of U.S. Investor, one of our
subsidiaries issued to Booth American Company an unsecured senior subordinated
note in the original amount of $2.8 million. Interest on the note was deferred
throughout the term and was payable on prepayment or at maturity on June 28,
2006. In 1999, the annual interest rate on the note was 9.0%. The note, together
with all accrued interest, was repaid on September 24, 1999.

     Until November 3, 1999, Mediacom LLC's operating agreement obligated its
members to make capital contributions to Mediacom LLC. The following table sets
forth such capital contributions by those members of Mediacom LLC who owned more
than 5% of its membership interests. The capital contributions made by those
members on November 3, 1999 are part of the $10.5 million equity contribution
made by the members of Mediacom LLC in connection with the acquisition of the
Triax systems.

<TABLE>
<CAPTION>

                                                                                             NOVEMBER 3,
     MEMBER                                                                                      1999
     ------                                                                                  -----------
                                                                                            (IN THOUSANDS)
     <S>                                                                                        <C>

     U.S. Investor, Inc. ................................................................       $   256
     Morris Communications Corporation...................................................         8,918
     CB Capital Investors, LLC...........................................................           512

</TABLE>

     Robert L.  Winikoff,  a member of our board of  directors,  is a partner at
the law firm of Cooperman Levitt Winikoff Lester & Newman, P.C., that has served
as our general outside  counsel on various  matters.  Cooperman  Levitt Winikoff
Lester & Newman,  P.C. received fees from Mediacom LLC in the amount of $771,000
in 1999.


CHANGES TO ORGANIZATIONAL STRUCTURE

     Immediately prior to our initial public offering, we issued 40,657,010
shares of our Class A common stock and 29,342,990 shares of our Class B common
stock in exchange for all of the outstanding membership interests of Mediacom
LLC, which served as the holding company for our operating subsidiaries. As a
result, we became the parent company of Mediacom LLC, which continues to serve
as the holding company of our subsidiaries.

     Mediacom LLC's amended operating agreement provided that upon the
occurrence of certain events, including our initial public offering, the
executive committee of Mediacom LLC would make a determination of the aggregate
equity value of Mediacom LLC. Based on this determination, Mediacom LLC issued
additional membership interests to its members, each having a value upon
issuance of $1,000. As a consequence of our initial public offering at an
initial public offering price of $19.00 per share and a determination of the
aggregate equity value of Mediacom LLC of $1.3 billion, Mediacom LLC issued
additional membership interests to its members based upon such determination
immediately prior to our initial offering. These newly issued membership
interests were exchanged for our shares of common stock.

     Mediacom LLC's amended operating agreement contained provisions relating to
a special allocation of membership interests to Mr. Commisso, our executive
officers and some of our non-executive officers under certain circumstances. In
accordance with these special allocation provisions under the operating
agreement, Mr. Commisso was issued additional membership interests in 1999 that
had a value upon issuance of $57.9 million. A provision in the amended operating
agreement removed a certain portion of the special allocation of membership
interests awarded to Mr. Commisso, our executive officers and some of our
non-executive officers, based upon valuations of Mediacom LLC performed from
time to time. In connection with the removal of these certain special allocation
provisions and

                                       78
<PAGE>

the amendments to Mediacom LLC's management agreements with Mediacom Management
effective November 19, 1999, Mr. Commisso and such executive and non-executive
officers were issued new membership interests representing 16.5% of the
aggregate equity value of Mediacom LLC, which amount was then adjusted to give
effect to the dilution of the equity interests of Mr. Commisso and related
parties resulting from the issuance of such new membership interests. These
newly issued membership interests, as adjusted for such dilution effect, were
exchanged for 7,295,025 shares of our Class B common stock, which had an
aggregate value of approximately $138.6 million on the date of the exchange.

     In addition, in connection with the amendment and the removal of the
remainder of the special allocation provisions of the operating agreement, Rocco
Commisso, Mark Stephan, James Carey, Joseph Van Loan, Italia Commisso Weinand
and nine of our non-executive officers received options to purchase 6,851,107,
95,014, 53,208, 64,610, 64,610 and an aggregate of 71,451 shares of our Class B
common stock. These options have a term of five years and are exercisable,
commencing on August 3, 2000, at a price of $19.00 per share. Except for shares
of common stock and options held by Mr. Commisso, the shares and options
initially are subject to vesting in five equal annual installments, which
vesting period is deemed to have commenced for each officer on various dates
prior to our initial public offering. All such shares and options which vest
initially are nonetheless subject to potential forfeiture during the first three
years after vesting under the circumstances described below. If a beneficial
owner other than Mr. Commisso desires to sell such vested shares or exercise
such options, or if such beneficial owner's employment with us is terminated for
any reason, Mr. Commisso will have the option to purchase such shares or options
at their fair market value. In the event that Mr. Commisso exercises this
purchase option, a portion of the shares or options vested for less than three
years will nonetheless be forfeited to Mr. Commisso if, during such three year
period, such owner elects to sell such shares or exercise such options or
voluntarily terminates his employment with us, or if such owner's employment
with us is terminated for cause. No forfeiture of vested shares or options will
occur if Mr. Commisso elects not to exercise his purchase option, or if the
employee is terminated by us without cause or as a result of death or
disability. Upon a change of control, all such shares will vest and not be
subject to forfeiture.

                                       79
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


(a)      FINANCIAL STATEMENTS

     Our financial statements as set forth in the Index to Consolidated
Financial Statements under Part II, Item 8 of this Form 10-K are hereby
incorporated by reference.

(b)      EXHIBITS

     The following exhibits, which are numbered in accordance with Item 601 of
Regulation S-K, are filed herewith or, as noted, incorporated by reference
herein:

<TABLE>
<CAPTION>

   EXHIBIT
   NUMBER                                              EXHIBIT DESCRIPTION
   -------                                             -------------------
   <S>         <C>

     2.1       Asset Purchase  Agreement,  dated April 29, 1999 between  Mediacom LLC and Triax Midwest  Associates, L.P.(1)

     2.2       Stock Purchase Agreement,  dated May 25, 1999 among Mediacom LLC, Charles D. Zylstra, Kara M. Zylstra, Kara M.
               Zylstra and Trusts created under the Will dated June 3, 1982 of Roger E. Zylstra, deceased, for the
               benefit of Charles D. Zylstra and Kara M. Zylstra(2)

     3.1       Form of Restated  Certificate of Incorporation of Mediacom  Communication  Corporation to be filed on
               the effective date of this registration statement(3)

     3.2       By-laws of Mediacom Communications Corporation (3)

     3.3       Fourth Amended and Restated Operating Agreement of Mediacom LLC

     3.4       Fifth Amended and Restated Operating Agreement of Mediacom LLC

     4.1       Form of certificate evidencing share of Class A common stock(3)

    10.1       Credit Agreement dated as of September 30, 1999 for the Mediacom USA Credit Facility (3)

    10.2       Credit Agreement dated as of November 5, 1999 for the Mediacom Midwest Credit Facility (3)

    10.3*      1999 Stock Option Plan (3)

    10.4       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.(3)

    10.5*      1999 Employee Stock Purchase Plan (3)

    10.6       Stock Purchase  Agreement,  dated as of November 4, 1999, between SoftNet Systems,  Inc. and Mediacom
               LLC (3)

    10.7       Stockholder  Agreement,  dated as of November 4, 1999, between SoftNet Systems, Inc. and Mediacom LLC(4)

    27.1       Financial Data Schedule of Mediacom LLC

</TABLE>

                                       80
<PAGE>

(C)  FINANCIAL STATEMENT SCHEDULE

     None.

(D)  REPORTS ON FORM 8-K

     None.
------------------

*    Compensatory plan

(1)  Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly
     period ended March 31, 1999 of Mediacom LLC and Mediacom Capital
     Corporation and incorporated herein by reference.

(2)  Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly
     period ended June 30, 1999 of Mediacom LLC and Mediacom Capital Corporation
     and incorporated herein by reference.

(3)  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.

(4)  Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
     ended  September 30, 1999 of SoftNet  Systems,  Inc. and incorporated
     herein by reference.


                                       81
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                         MEDIACOM COMMUNICATIONS CORPORATION

March 29, 2000                              BY:          /S/ ROCCO B. COMMISSO
                                               ---------------------------------
                                               ROCCO B. COMMISSO
                                                 Chairman and Chief
                                                 Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

             SIGNATURE                                           TITLE                                DATE
             ---------                                           -----                                ----
       <S>                                 <C>                                                   <C>

       /S/ ROCCO B. COMMISSO               Chairman and Chief Executive Officer                  March 29, 2000
-----------------------------------        (principal executive officer)
           ROCCO B. COMMISSO

        /S/ MARK E. STEPHAN                Senior Vice President,  Chief  Financial  Officer,    March 29, 2000
-----------------------------------        Treasurer  and  Director  (principal  financial
          MARK E. STEPHAN                  officer and principal accounting officer)

      /S/ WILLIAM S. MORRIS III            Director                                              March 29, 2000
-------------------------------------
        WILLIAM S. MORRIS III

        /S/ CRAIG S. MITCHELL              Director                                              March 29, 2000
-------------------------------------
          CRAIG S. MITCHELL

     /S/ THOMAS V. REIFENHEISER            Director                                              March 29, 2000
-------------------------------------
       THOMAS V. REIFENHEISER

       /S/ NATALE S. RICCIARDI             Director                                              March 29, 2000
-------------------------------------
         NATALE S. RICCIARDI

       /S/ ROBERT L. WINIKOFF              Director                                              March 29, 2000
-------------------------------------
         ROBERT L. WINIKOFF

</TABLE>

                                       82
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                            MEDIACOM LLC

March 29, 2000                                BY:         /S/ ROCCO B. COMMISSO
                                                 -------------------------------
                                                 ROCCO B. COMMISSO
                                                   Manager, Chairman and
                                                   Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

              SIGNATURE                                             TITLE                              DATE
              ---------                                             -----                              ----
        <S>                                   <C>                                                <C>

        /S/ ROCCO B. COMMISSO                 Manager, Chairman and                              March 29, 2000
-------------------------------------           Chief Executive Officer (principal
          ROCCO B. COMMISSO                     executive officer)


         /S/ MARK E. STEPHAN                  Senior Vice President,                             March 29, 2000
-------------------------------------           Chief Financial Officer and Treasurer
           MARK E. STEPHAN                      (principal financial officer and principal
                                                accounting officer)

</TABLE>

                                       83
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                            MEDIACOM CAPITAL CORPORATION

March 29, 2000                                By:       /S/ ROCCO B. COMMISSO
                                                 -------------------------------
                                                 ROCCO B. COMMISSO
                                                   President, Chief Executive
                                                   Officer and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

              SIGNATURE                                           TITLE                                DATE
              ---------                                           -----                                ----
<S>                                          <C>                                                <C>

        /S/ ROCCO B. COMMISSO                President, Chief Executive Officer                  March 29, 2000
-------------------------------------          and Director (principal executive officer)
          ROCCO B. COMMISSO

         /S/ MARK E. STEPHAN                 Treasurer and Secretary                             March 29, 2000
-------------------------------------          (principal financial officer
           MARK E. STEPHAN                     and principal accounting officer)

</TABLE>

                                       84