##### 





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
      ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2007
  Commission File Numbers:
    333-57285-01
 333-57285
  Mediacom LLC
 Mediacom Capital
    Corporation*
 (Exact names of Registrants as
    specified in their charters)
   New York
    New York (State or other jurisdiction
    of
    incorporation or organization)

06-1433421
    06-1513997 (I.R.S. Employer
    Identification Numbers)    100
    Crystal Run Road
    Middletown, New York 10941 (Address
    of principal executive offices)
  (845) 695-2600 (Registrants telephone
    number)
  Securities registered pursuant to Section 12(b) of the
    Exchange Act:
    None
  Securities registered pursuant to Section 12(g) of the
    Exchange Act:
    None
   o þ
  þ o
  o þ
    Regulation S-K Form 10-K Form 10-K. o
    Large accelerated
    filers o

Accelerated
    filers o

Non-accelerated
    filers þ
    (Do not check if a smaller reporting company)

Smaller reporting
    companies o   Rule 12b-2 o þ
      Form 10-K




---



##### 





MEDIACOM
    LLC
  2007
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


4Item 1A.


Risk Factors


21Risks Related to our Business


21Risks Related to our Indebtedness and the
    Indebtedness of Our Operating Subsidiaries


25Risks Related to Legislative and Regulatory Matters


27Risks Related to our Manager


31Item 1B.


Unresolved Staff Comments


32Item 2.


Properties


32Item 3.


Legal Proceedings


32Item 4.


Submission of Matters to a Vote of Security Holders


33PART IIItem 5.


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


33Item 6.


Selected Financial Data


34Item 7.


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


37Item 7A.


Quantitative and Qualitative Disclosures About Market Risk


49Item 8.


Financial Statements and Supplementary Data


50Item 9


Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure


73Item 9A.


Controls and Procedures


73Item 9B.


Other Information


75PART IIIItem 10.


Directors, Executive Officers and Corporate Governance


75Item 11.


Executive Compensation


77Item 12.


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


77Item 13.


Certain Relationships and Related Transactions, and Director
    Independence


77Item 14.


Principal Accounting Fees and Services


78PART IVItem 15.


Exhibits, Financial Statement Schedules


78  2




---



##### 



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




---



##### 



PART I  ITEM 1.
    BUSINESS  Our
    Manager
    (845) 695-2600.
  Mediacom
    LLC
  video-on-demand
  Industry
     4




---



##### 



Description
    of Our Cable Systems
  Overview
    2007


2006


2005


2004


2003Operating Data:Core VideoEstimated homes
    passed(1)


1,360,000



1,355,000



1,347,000



1,329,000



1,282,500Basic
    subscribers(2)


604,000



629,000



650,000



675,000



723,700Basic
    penetration(3)


44.4
%


46.4
%


48.3
%


50.8
%


56.4
%Digital CableDigital
    customers(4)


240,000



224,000



205,000



160,000



151,400Digital
    penetration(5)


39.7
%


35.6
%


31.5
%


23.7
%


20.9
%High Speed DataHSD
    customers(6)


299,000



258,000



212,000



162,000



122,200HSD
    penetration(7)


22.0
%


19.0
%


15.7
%


12.2
%


9.5
%PhoneEstimated marketable phone
    homes(8)


1,150,000



950,000



250,000







Phone
    customers(9)


79,000



34,000



4,500







Phone
    penetration(10)


6.9
%


3.6
%


1.8
%






Revenue Generating
    Units(11)


1,222,000



1,145,000



1,071,500



997,000



997,300     (1)
    
    Represents the estimated number of single residence homes,
    apartments and condominium units passed by the cable
    distribution network. Estimated homes passed is based on the
    best available information.(2)
    
    Represents a dwelling with one or more television sets that
    receives a package of over-the-air broadcast stations, local
    access channels or certain satellite-delivered cable television
    services. Accounts that are billed on a bulk basis, which
    typically receive discounted rates, are converted into
    full-price equivalent basic subscribers by dividing total bulk
    billed basic revenues of a particular system by average cable
    rate charged to basic subscribers in that system. This
    conversion method is consistent with the methodology used in
    determining payments made to programmers. Basic subscribers
    include connections to schools, libraries, local government
    offices and employee households that may not be charged for
    limited and expanded cable services, but may be charged for our
    other services. Customers who exclusively purchase high-speed
    Internet and/or phone service are not counted as basic
    subscribers. Our methodology of calculating the number of basic
    subscribers may not be identical to those used by other
    companies offering similar services.(3)
    
    Represents basic subscribers as a percentage of estimated homes
    passed.(4)
    
    Represents customers receiving digital video services.(5)
    
    Represents digital customers as a percentage of basic
    subscribers.(6)
    
    Represents residential HSD customers and small to medium-sized
    commercial cable modem accounts billed at higher rates than
    residential customers. Small to medium-sized commercial accounts
    generally represent customers with bandwidth requirements of up
    to 15Mbps, and are converted to equivalent residential HSD
    customers by dividing their associated revenues by the
    applicable residential rate. Our HSD customers exclude large
    commercial accounts. Our methodology of calculating HSD
    customers may not be identical to those used by other companies
    offering similar services.(7)
    
    Represents the number of total HSD customers as a percentage of
    estimated homes passed.(8)
    
    Represents estimated number of homes to which we market phone
    service and is based upon the best available information.(9)
    
    Represents customers receiving phone service.(10)
    
    Represents the number of total phone customers as a percentage
    of estimated marketable phone homes.(11)
    
    Represents the sum of basic subscribers and digital, HSD and
    phone customers. 5




---



##### 



Products
    and Services
  Video
  line-ups
  Basic Service.
  Expanded Basic Service.
    Digital Service.
  Pay-Per-View
    Service. pay-per-view
  Video-On-Demand. pay-per-view
  High-Definition Television.
  Digital Video Recorders.
  Mediacom
    Online
  e-mail
 6




---



##### 



Mediacom
    Phone
      
    Voice mail;
    Caller ID with name and number;
    Call waiting;
    Three-way calling; and
    Enhanced Emergency 911 dialing    Mediacom
    Business Services
  e-mail,
    Advertising
   7




---



##### 



Marketing
    and Sales
  e-tailers
    Technology
          Programming
    Supply
   8




---



##### 



and/or
    Customer
    Care
      e-Care,
  Community
    Relations
  Get Ready for Digital
    TV 18-month
    Franchises
   9




---



##### 



Competition
    Video
  Direct
    Broadcast Satellite Providers
     10




---



##### 



Traditional
    Overbuilds
    Telephone
    Companies
    Other
   11




---



##### 



High
    Speed Data
  dial-up
      Phone
    Other
    Competition
      Employees
   12




---



##### 



Legislation
    and Regulation
  General
    Federal
    Regulation
      Subscriber
    Rates
      
    the lowest level of programming service offered by the cable
    operator, typically called basic service, which includes, at a
    minimum, the local broadcast channels and any public access or
    governmental channels that are required by the operators
    franchise;
    the installation of cable service and related service
    calls; and
    the installation, sale and lease of equipment used by
    subscribers to receive basic service, such as converter boxes
    and remote control units.     13




---



##### 



Content
    Requirements
  Must
    Carry and Retransmission Consent
    
    to carry the station, subject to certain exceptions, commonly
    called must-carry; or
    to negotiate the terms by which the cable system may carry the
    station on its cable systems, commonly called retransmission
    consent.    
    all distant commercial television stations, except for certain
    commercial satellite-delivered independent superstations such as
    WGN;
    commercial radio stations; and
    certain low-power television stations.    line-up,
     14




---



##### 



Tier Buy
    Through
    anti-buy-through
  Use of
    Our Cable Systems by the Government and Unrelated Third
    Parties
    
    permits franchising authorities to require cable operators to
    set aside channels for public, educational and governmental
    access programming; and
    requires a cable system with 36 or more activated channels to
    designate a significant portion that activated channel capacity
    for commercial leased access by third parties to provide
    programming that may compete with services offered by the cable
    operator.    
    the maximum reasonable rate a cable operator may charge for
    third party commercial use of the designated channel capacity;
    the terms and conditions for commercial use of such
    channels; and
    the procedures for the expedited resolution of disputes
    concerning rates or commercial use of the designated channel
    capacity.   15




---



##### 



Franchise
    Matters
  and/or and/or
    Ownership
    Limitations
      Cable
    Equipment
     16




---



##### 



Pole
    Attachment Regulation
          Other
    Regulatory Requirements of the Cable Act and the
    FCC
   17




---



##### 



Copyright
  line-ups
    and/or
  Privacy
   18




---



##### 



HSD
    Service
      Voice-over-Internet
    Protocol Telephony
     19




---



##### 



State
    and Local Regulation
    
    franchise fees;
    franchise term;
    system construction and maintenance obligations;
    system channel capacity;
    design and technical performance;
    customer service standards;
    sale or transfer of the franchise; and
    territory of the franchise. 20




---



##### 



ITEM 1A.
    RISK
    FACTORS Risks
    Related to our Business  We
    have a history of net losses and we may continue to generate net
    losses in the future.
    The
    impairment of our goodwill and other intangible assets can cause
    our net income or net loss to fluctuate
    significantly.
    Goodwill and Other
    Intangible Assets
    We may
    be unsuccessful in implementing our growth
    strategy.
    The
    adverse effects on our business caused by increases in
    programming costs could continue or worsen.
     21




---



##### 



We
    operate in a highly competitive business environment, which
    affects our ability to attract and retain customers and can
    adversely affect our business and operations. We have lost a
    significant number of video subscribers to direct broadcast
    satellite competition and this trend may continue.
       22




---



##### 



newly-upgraded and/or dial-up
    We
    face many risks inherent to our phone business, which is a
    relatively new service for us.
    Some
    of our cable systems operate in the Gulf Coast region, which
    historically has experienced severe hurricanes and tropical
    storms.
    We may
    be found to infringe on intellectual property rights of
    others.
  and/or and/or and/or
 23




---



##### 



Inability
    to secure favorable relationships and trade terms with third
    party providers of products and services on which we depend may
    impair our ability to provision and service our
    customers.
  e-mail
  We may
    be unable to keep pace with technological change.
    We
    depend on computer and network technologies, and may face
    disruptions in such systems.
   24




---



##### 



Risks
    Related to our Indebtedness and the Indebtedness of our
    Operating Subsidiaries  We are
    a holding company with no operations and if our operating
    subsidiaries are unable to make funds available to us, we may
    not be able to fund our indebtedness and other
    obligations.
    and/or
  We
    have substantial existing debt and have significant interest
    payment requirements, which could adversely affect our ability
    to obtain financing in the future, and require our operating
    subsidiaries to apply a substantial portion of their cash flow
    to debt service.
      
    our ability to access new sources of financing for working
    capital, capital expenditures, acquisitions or other purposes
    may be limited;
    we may need to use a large portion of our revenues to pay
    interest on borrowings under our subsidiary credit facilities
    and our senior notes, which will reduce the amount of money
    available to finance our operations, capital expenditures and
    other activities;
    some of our debt has a variable rate of interest, which may
    expose us to the risk of increased interest rates;
    we may be more vulnerable to economic downturns and adverse
    developments in our business;
    we may be less flexible in responding to changing business and
    economic conditions, including increased competition and demand
    for new products and services;
    we may be at a disadvantage when compared to those of our
    competitors that have less debt leverage; and
    we may not be able to fully implement our business strategy.   25




---



##### 



A
    default under our indentures or our subsidiary credit facilities
    could result in an acceleration of our indebtedness and other
    material adverse effects.
    The
    terms of our indebtedness could materially limit our financial
    and operating flexibility.
    
    incur additional indebtedness;
    create liens and other encumbrances;
    pay dividends and make other payments, investments, loans and
    guarantees;
    enter into transactions with related parties;
    sell or otherwise dispose of assets and merge or consolidate
    with another entity;
    repurchase or redeem capital stock, other equity interests or
    debt;
    pledge assets; and
    issue capital stock or other equity interests.    We may
    not be able to obtain additional capital to fund future capital
    expenditures and continue the development of our
    business.
    A
    lowering of the ratings assigned to our debt securities by
    ratings agencies may further increase our future borrowing costs
    and reduce our access to capital.
   26




---



##### 



Risks
    Related to Legislative and Regulatory Matters  Changes
    in cable television regulations could adversely impact our
    business.
      and/or e-commerce,
  Increased
    exposure from loss of personal information could impose
    significant additional costs on us.
    Changes
    in channel carriage regulations could impose significant
    additional costs on us.
   27




---



##### 



and/or
    Our
    franchises are non-exclusive and local franchising authorities
    may grant competing franchises in our markets.
        Pending
    FCC and court proceedings could adversely affect our HSD
    service.
   28




---



##### 



We may
    be subject to legal liability because of the acts of our HSD
    customers or because of our own negligence.
         29




---



##### 



We may
    become subject to additional regulatory burdens because we offer
    phone service.
  E-911
  Actions
    by pole owners might subject us to significantly increased pole
    attachment costs.
        Changes
    in compulsory copyright regulations might significantly increase
    our license fees.
   30




---



##### 



Risks
    related to our Manager  If our
    manager were to lose key personnel, our business could be
    adversely affected.
    We
    depend on our manager for the provision of essential management
    functions.
     31




---



##### 



Our
    Chairman and Chief Executive Officer has the ability to control
    all major corporate decisions, and a sale of his stock could
    result in a change of control that would have unpredictable
    effects.
      ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES        ITEM 3.
    LEGAL
    PROCEEDINGS  class-wide
 32




---



##### 



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES   33




---



##### 



ITEM 6.
    SELECTED
    FINANCIAL DATA      Year Ended December 31,2007


2006


2005


2004


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

$
565,913


$
529,156


$
485,705


$
472,187


$
452,548Costs and expenses:Service costs


245,968



222,334



199,568



185,123



169,818Selling, general and administrative expenses


104,694



101,149



94,313



86,807



77,908Management fee expense-parent


10,358



9,747



10,048



8,691



7,915Depreciation and amortization


113,597



104,678



101,467



107,282



158,718Operating income


91,296



91,248



80,309



84,284



38,189Interest expense, net


(118,386
)


(112,895
)


(102,000
)


(97,790
)


(98,596
)Loss on early extinguishment of debt






(4,624
)


(4,742
)






(Loss) gain on derivatives instruments, net


(9,951
)


(7,080
)


5,917



5,196



6,250Gain (loss) on sale of assets and investments, net










2,628



5,885



(1,908
)Gain on sale of cable systems, net


8,826















Investment income from
    affiliate(1)


18,000



18,000



18,000



18,000



18,000Other expense, net


(4,411
)


(4,068
)


(4,406
)


(6,599
)


(4,425
)Net (loss) income

$
(14,626
)

$
(19,419
)

$
(4,294
)

$
8,976


$
(42,490
)Balance Sheet Data (end of period):Total assets

$
1,467,146


$
1,486,383


$
1,492,010


$
1,491,900


$
1,515,366Total debt

$
1,505,500


$
1,548,356


$
1,468,781


$
1,473,177


$
1,524,324Total members deficit

$
(267,650
)

$
(251,020
)

$
(123,601
)

$
(119,307
)

$
(128,283
)   34




---



##### 



Year Ended in December 31,2007


2006


2005


2004


2003(Dollars in thousands, except operating data)(Unaudited)Cash Flow Data:Net cash flows provided by (used in):Operating activities

$
103,927


$
133,394


$
111,333


$
137,793


$
120,157Investing activities

$
(83,469
)

$
(99,911
)

$
(109,718
)

$
(81,520
)

$
(99,753
)Financing activities

$
(22,374
)

$
(28,448
)

$
(7,280
)

$
(57,559
)

$
(27,877
)Other Data:Adjusted
    OIBDA(2)

$
205,346


$
196,337


$
181,916


$
191,589


$
196,933Adjusted OIBDA
    margin(3)


36.3
%


37.1
%


37.4
%


40.6
%


43.5
%Ratio of earnings to fixed
    charges(4)














1.08



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


1,360,000



1,355,000



1,347,000



1,329,000



1,282,500Basic
    subscribers(6)


604,000



629,000



650,000



675,000



723,700Digital
    customers(7)


240,000



224,000



205,000



160,000



151,400Data
    customers(8)


299,000



258,000



212,000



162,000



122,200Phone
    customers(9)


79,000



34,000



4,500







RGUs(10)


1,222,000



1,145,000



1,071,500



997,000



997,300     (1)
    
    Investment income from affiliate represents the investment
    income on our $150.0 million preferred equity investment in
    Mediacom Broadband LLC, a wholly-owned subsidiary of MCC. See
    Note 10 of our consolidated financial statements.(2)
    
    Adjusted OIBDA is not a financial measure calculated
    in accordance with generally accepted accounting principles
    (GAAP) in the United States. We define Adjusted OIBDA as
    operating income before depreciation and amortization and
    non-cash, share-based compensation charges.Adjusted OIBDA is one of the primary measures used by management
    to evaluate our performance and to forecast future results. It
    is also a significant performance measure in our annual
    incentive programs. We believe Adjusted OIBDA is useful for
    investors because it enables them to access our performance in a
    manner similar to the methods used by management, and provides a
    measure that can be used to analyze, value and compare the
    companies in the cable television industry, which may have
    different depreciation and amortization policies, as well as
    different non-cash, share-based compensation programs. Adjusted
    OIBDA and similar measures are used in calculating compliance
    with the covenants of our debt arrangements. A limitation of
    Adjusted OIBDA, however, is that it excludes depreciation and
    amortization, which represents the periodic costs of certain
    capitalized tangible and intangible assets used in generating
    revenues in our business. Management utilizes a separate process
    to budget, measure and evaluate capital expenditures. In
    addition, Adjusted OIBDA has the limitation of not reflecting
    the effect of our non-cash, share-based compensation charges.Adjusted OIBDA should not be regarded as an alternative to
    either operating income or net income (loss) as an indicator of
    operating performance nor should it be considered in isolation
    or a substitute for financial measures prepared in accordance
    with GAAP. We believe that operating income is the most directly
    comparable GAAP financial measure to Adjusted OIBDA.For purposes of calculating our compliance with the covenants
    under our debt arrangements, Adjusted OIBDA or similar measures
    are further adjusted to include investment income to the extent
    received in cash. Investment income received in cash by Mediacom
    LLC was $18.0 million for each of the years ended
    December 31, 2007, 2006, 2005, 2004 and 2003. See
    Note 2 above. 35




---



##### 



The following represents a reconciliation of Adjusted OIBDA to
    operating income, which is the most directly comparable GAAP
    measure (dollars in thousands):  Year Ended December 31,2007


2006


2005


2004


2003(Unaudited)Adjusted OIBDA

$
205,346


$
196,337


$
181,916


$
191,589


$
196,933Non-cash share-based compensation and other share-based
    awards(A)


(453
)


(411
)


(140
)


(23
)


(26
)Depreciation and amortization


(113,597
)


(104,678
)


(101,467
)


(107,282
)


(158,718
)Operating income

$
91,296


$
91,248


$
80,309


$
84,284


$
38,189   (A)
    Includes approximately $10, $28, $23 and $26 for the years ended
    December 31, 2007, 2006, 2005, 2004 and 2003, respectively,
    related to the issuance of other share-based awards.  (3)
    
    Represents Adjusted OIBDA as a percentage of revenues. See
    note 3 above.(4)
    
    Earnings were insufficient to cover fixed charges by
    $14.4 million, $19.6 million, $4.9 million and
    $44.4 million for the years ended December 31, 2007,
    2006, 2005 and 2003, respectively. Refer to Exhibit 12.1 to
    this Annual Report.(5)
    
    Represents an estimate of the number of single residence homes,
    apartments and condominium units passed by the cable
    distribution network in a cable systems service area.(6)
    
    Represents a dwelling with one or more television sets that
    receives a package of over-the-air broadcast stations, local
    access channels or certain satellite-delivered cable television
    services. Accounts that are billed on a bulk basis, which
    typically receive discounted rates, are converted into
    full-price equivalent basic subscribers by dividing total bulk
    billed basic revenues of a particular system by the average
    cable rate charged to basic subscribers in that system. This
    conversion method is consistent with the methodology used in
    determining payments to programmers. Basic subscribers include
    connections to schools, libraries, local government offices and
    employee households that may not be charged for limited and
    expanded cable services, but may be charged for digital cable,
    VOD, HDTV, DVR or high-speed Internet service. Customers who
    exclusively purchase high-speed Internet or phone service are
    not counted as basic subscribers. Our methodology of calculating
    the number of basic subscribers may not be identical to those
    used by other companies offering similar services.(7)
    
    Represents customers that receive digital cable services.(8)
    
    Represents residential HSD customers and small to medium-sized
    commercial cable modem accounts billed at higher rates than
    residential customers. Small to medium-sized commercial accounts
    generally represent customers with bandwidth requirements of up
    to 15Mbps. These commercial accounts are converted to equivalent
    residential data customers by dividing their associated revenues
    by the applicable residential rate. Our data customers exclude
    large commercial accounts. Our methodology of calculating data
    customers may not be identical to those used by other companies
    offering similar services.(9)
    
    Represents estimated number of homes to which we market phone
    services, and is based upon the best available information.(10)
    
    RGUs, or revenue generating units, represents the total of basic
    subscribers and digital, HSD and phone customers.(11)
    
    Effective January 1, 2006, we adopted
    SFAS No. 123(R) (see Note 8 in the Notes to
    Consolidated Financial Statements.) 36




---



##### 



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
          Hurricane
    Losses in 2005
    Adjusted
    OIBDA
   37




---



##### 



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


2006


$ Change


% ChangeRevenues

$
565,913


$
529,156


$
36,757



6.9
%Costs and expenses:Service costs


245,968



222,334



23,634



10.6
%Selling, general and administrative expenses


104,694



101,149



3,545



3.5
%Management fee expense  parent


10,358



9,747



611



6.3
%Depreciation and amortization


113,597



104,678



8,919



8.5
%Operating income


91,296



91,248



48



0.1
%Interest expense, net


(118,386
)


(112,895
)


(5,491
)


4.9
%Loss on early extinguishment of debt






(4,624
)


4,624



NMLoss on derivatives, net


(9,951
)


(7,080
)


(2,871
)


40.6
%Gain on sale of cable systems, net


8,826







8,826



NMInvestment income from affiliate


18,000



18,000







Other expense, net


(4,411
)


(4,068
)


(343
)


8.4
%Net loss

$
(14,626
)

$
(19,419
)

$
4,793



(24.7
)%Adjusted OIBDA

$
205,346


$
196,337


$
9,009



4.6
%     Year Ended December 31,2007


2006


$ Change


% ChangeAdjusted OIBDA

$
205,346


$
196,337



9,009



4.6
%Non-cash, share-based compensation and other share-based
    awards(1)


(453
)


(411
)


(42
)


10.2
%Depreciation and amortization


(113,597
)


(104,678
)


(8,919
)


8.5
%Operating income

$
91,296


$
91,248


$
48



0.1
%     (1)
    
    Includes approximately $10 and $28 for the years ended
    December 31, 2007 and 2006, respectively, related to
    the issuance of other share-based awards. 38




---



##### 



Revenues
    Year Ended December 31,2007


2006


$ Change


% ChangeVideo

$
398,481


$
396,094


$
2,387



0.6
%Data


125,914



106,168



19,746



18.6
%Phone


21,732



7,166



14,566



203.3
%Advertising


19,786



19,728



58



0.3
%$
565,913


$
529,156


$
36,757



6.9
%   Year Ended December 31,


Increase2007


2006


(Decrease)


% ChangeBasic subscribers


604,000



629,000



(25,000
)


(4.0
)%Digital customers


240,000



224,000



16,000



7.1
%Data customers


299,000



258,000



41,000



15.9
%Phone customers


79,000



34,000



45,000



132.4
%RGUs


1,222,000



1,145,000



77,000



6.7
%Average monthly revenue per
    RGU(1)

$
39.83


$
39.79


$
0.04



0.1
%     (1)
    
    Average monthly revenue per RGU is
    calculated based on monthly revenue divided by the average
    number of RGUs for each of the twelve months.      pay-per-view
  and/or
     39




---



##### 



Costs
    and Expenses
              Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
   40




---



##### 



Loss
    on Derivatives, Net
    Loss
    on Early Extinguishment of Debt
    Investment
    Income from Affiliate
    Net
    Loss
    Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
    Year Ended December 31,2006


2005


$ Change


% ChangeRevenues

$
529,156


$
485,705


$
43,451



8.9
%Costs and expenses:Service costs


222,334



199,568



22,766



11.4
%Selling, general and administrative expenses


101,149



94,313



6,836



7.2
%Management fee expense  parent


9,747



10,048



(301
)


(3.0
)%Depreciation and amortization


104,678



101,467



3,211



3.2
%Operating income


91,248



80,309



10,939



13.6
%Interest expense, net


(112,895
)


(102,000
)


(10,895
)


10.7
%Loss on early extinguishment of debt


(4,624
)


(4,742
)


118



(2.5
)%(Loss) gain on derivative instruments, net


(7,080
)


5,917



(12,997
)


NMGain on sale of assets and investments, net






2,628



(2,628
)


NMInvestment income from affiliate


18,000



18,000







NMOther expense, net


(4,068
)


(4,406
)


338



(7.7
)%Net loss

$
(19,419
)

$
(4,294
)

$
(15,125
)


NMAdjusted OIBDA

$
196,337


$
181,916


$
14,421



7.9
%  41




---



##### 



Year Ended December 31,2006


2005


$ Change


% ChangeAdjusted OIBDA

$
196,337


$
181,916


$
14,421



7.9
%Non-cash, share-based compensation and other share-based
    awards(1)


(411
)


(140
)


(271
)


NMDepreciation and amortization


(104,678
)


(101,467
)


(3,211
)


3.2
%Operating income

$
91,248


$
80,309


$
10,939



13.6
%     (1)
    
    Includes approximately $28 and $22 for the years ended
    December 31, 2006 and 2005, respectively, related to the
    issuance of other share-based awards.  Revenues
    Year Ended December 31,2006


2005


$ Change


% ChangeVideo

$
396,094


$
384,124


$
11,970



3.1
%Data


106,168



86,574



19,594



22.6
%Phone


7,166



335



6,831



NMAdvertising


19,728



14,672



5,056



34.5
%$
529,156


$
485,705


$
43,451



8.9
%   Year Ended December 31,


Increase2006


2005


(Decrease)


% ChangeBasic subscribers


629,000



650,000



(21,000
)


(3.2
)%Data customers


258,000



212,000



46,000



21.7
%Phone customers


34,000



4,500



29,500



NMAverage monthly video revenue per basic
    subscriber(1)

$
51.63


$
48.12


$
3.51



7.3
%Average monthly data revenue per data
    customer(2)

$
37.81


$
37.04


$
0.77



2.1
%           Costs
    and Expenses
   42




---



##### 



Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    Loss
    on Early Extinguishment of Debt
    (Loss)
    Gain on Derivatives, Net
    Investment
    Income from Affiliate
    Net
    Loss
   43




---



##### 



Liquidity
    and Capital Resources
      Bank
    Credit Facilities
      Interest
    Rate Exchange Agreements
    Senior
    Notes
   44




---



##### 



Covenant
    Compliance and Debt Ratings
      Operating
    Activities
      Investing
    Activities
    Financing
    Activities
    Contractual
    Obligations and Commercial Commitments
    Operating


Interest


PurchaseDebt


Leases


Expense(1)


Obligations(2)


Total2008

$
26,500


$
1,988


$
114,945


$
12,601


$
156,0342009-2010


87,000



2,413



224,179



13,578



327,1702011-2012


281,000



861



205,253







487,114Thereafter


1,111,000



1,676



217,171







1,329,847Total cash obligations

$
1,505,500


$
6,938


$
761,548


$
26,179


$
2,300,165     *
    
    Refer to Note 5 to our consolidated financial statements
    for a discussion of our long-term debt, and to Note 9 for a
    discussion of our operating leases and other commitments and
    contingencies.(1)
    
    Interest payments on floating rate debt and interest rate swaps
    are estimated using amounts outstanding as of December 31,
    2007 and the average interest rates applicable under such debt
    obligations. 45




---



##### 



(2)
    
    We have contracts with programmers who provide video programming
    services to our subscribers. Programming is our largest expense;
    however, our contracts typically provide that we have an
    obligation to purchase video programming for our subscribers as
    long as we deliver cable services to such subscribers. We have
    no obligation to purchase these services if we are not providing
    cable services, except when we do not have the right to cancel
    the underlying contract or for contracts with a guaranteed
    minimum commitment. We have included such amounts in our
    Purchase Obligations above, as follows: $7.5 million for
    2008 and $8.5 million for
    2009-2010.  Critical
    Accounting Policies
    Property,
    Plant and Equipment
    Indefinite-lived
    Intangibles
  Goodwill and Other
    Intangible Assets,
  No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,
   46




---



##### 



Share-based
    Compensation
    Recent
    Accounting Pronouncements
  Fair Value Measurements
  The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 47




---



##### 



Inflation
    and Changing Prices
   48




---



##### 



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  mark-to-market
      Bank CreditSenior Notes


Facilities


TotalExpected Maturity:January 1, 2007 to December 31, 2008

$



$
26,500


$
26,500January 1, 2008 to December 31, 2009






30,500



30,500January 1, 2009 to December 31, 2010






56,500



56,500January 1, 2010 to December 31, 2011


125,000



95,500



220,500January 1, 2011 to December 31, 2012






60,500



60,500Thereafter


500,000



611,000



1,111,000Total

$
625,000


$
880,500


$
1,505,500Fair Value

$
575,285


$
880,500


$
1,455,785Weighted Average Interest Rate


9.2
%


6.7
%


7.7
%  49




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  MEDIACOM
    LLC AND SUBSIDIARIES
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Contents
  PageReport of Independent Registered Public Accounting Firm


51Consolidated Balance Sheets as of December 31, 2007 and 2006


52Consolidated Statements of Operations for the Years Ended
    December 31, 2007, 2006 and 2005


53Consolidated Statements of Changes in Members Deficit for
    the Years Ended December 31, 2007, 2006 and 2005


54Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2007, 2006 and 2005


55Notes to Consolidated Financial Statements


56Financial Statement Schedule: Schedule II 
    Valuation and Qualifying Accounts


73  50




---



##### 



Report of
    Independent Registered Public Accounting Firm        
    51




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


2006(All dollar amounts in thousands)ASSETSCURRENT ASSETSCash

$
9,585


$
11,501Accounts receivable, net of allowance for doubtful accounts of
    $900 and $793, respectively


34,415



32,518Prepaid expenses and other current assets


8,485



1,523Total current assets


52,485



45,542Preferred equity investment in affiliated company


150,000



150,000Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation
    of $1,002,953 and $909,104, respectively


686,987



707,047Franchise rights, net of accumulated amortization of $101,311
    and $102,195, respectively


550,763



552,513Goodwill


16,642



16,800Subscriber lists and other intangible assets, net of accumulated
    amortization of $137,745 and $138,528, respectively


1,013



24Total investment in cable television systems


1,255,405



1,276,384Other assets, net of accumulated amortization of $15,159 and
    $12,933, respectively


9,256



14,457Total assets

$
1,467,146


$
1,486,383LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses

$
189,063


$
156,699Deferred revenue


22,879



20,863Current portion of long-term debt


26,500



6,856Total current liabilities


238,442



184,418Long-term debt, less current portion


1,479,000



1,541,500Other non-current liabilities


17,354



11,485Total liabilities


1,734,796



1,737,403Commitments and contingencies (Note 9)MEMBERS DEFICITCapital contributions


438,517



440,521Accumulated deficit


(706,167
)


(691,541
)Total members deficit


(267,650
)


(251,020
)Total liabilities and members deficit

$
1,467,146


$
1,486,383    52




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2007


2006


2005(Amounts in thousands)Revenues

$
565,913


$
529,156


$
485,705Costs and expenses:Service costs (exclusive of depreciation and amortization of
    $113,597, $104,678 and $101,467 respectively, shown separately
    below)


245,968



222,334



199,568Selling, general and administrative expenses


104,694



101,149



94,313Management fee expense-parent


10,358



9,747



10,048Depreciation and amortization


113,597



104,678



101,467Operating income


91,296



91,248



80,309Interest expense, net


(118,386
)


(112,895
)


(102,000
)Loss on early extinguishment of debt






(4,624
)


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


(9,951
)


(7,080
)


5,917Gain on sale of cable systems, net


8,826







Gain on sale of assets and investments, net










2,628Investment income from affiliate


18,000



18,000



18,000Other expense, net


(4,411
)


(4,068
)


(4,406
)Net loss

$
(14,626
)

$
(19,419
)

$
(4,294
)    53




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN MEMBERS DEFICIT
  Capital


AccumulatedContributions


Deficit


Total(All dollar amounts in thousands)Balance, December 31, 2004

$
548,521


$
(667,828
)

$
(119,307
)Net loss






(4,294
)


(4,294
)Balance, December 31, 2005

$
548,521


$
(672,122
)

$
(123,601
)Net loss






(19,419
)


(19,419
)Capital distribution


(108,000
)






(108,000
)Balance, December 31, 2006

$
440,521


$
(691,541
)

$
(251,020
)Net loss






(14,626
)


(14,626
)Capital distribution


(2,004
)






(2,004
)Balance, December 31, 2007

$
438,517


$
(706,167
)

$
(267,650
)    54




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2007


2006


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

$
(14,626
)

$
(19,419
)

$
(4,294
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


113,597



104,678



101,467Loss (gain) on derivatives, net


9,951



7,080



(5,917
)Gain on sale of cable systems, net


(8,826
)






Gain on sale of assets and investments, net










(2,628
)Share-based compensation


443



383



118Amortization of deferred financing costs


2,225



2,427



3,109Loss on early extinguishment of debt






2,999



4,742Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable, net


(1,770
)


(4,901
)


(688
)Prepaid expenses and other assets


(8,053
)


1,194



6,742Accounts payable and accrued expenses


9,723



38,905



9,773Deferred revenue


2,016



2,263



724Other non-current liabilities


(753
)


(2,215
)


(1,815
)Net cash flows provided by operating activities

$
103,927


$
133,394


$
111,333CASH FLOWS USED IN INVESTING ACTIVITIES:Capital expenditures

$
(100,876
)

$
(99,911
)

$
(114,334
)Acquisition of cable television system


(7,274
)






Proceeds from sales of cable systems, net


24,681







4,616Loan to affiliated company  note receivable










(88,000
)Repayment of note receivable to affiliated company










88,000Other investing activities- book overdrafts










Net cash flows used in investing activities

$
(83,469
)

$
(99,911
)

$
(109,718
)CASH FLOWS USED IN FINANCING ACTIVITIES:New borrowings

$
113,034


$
828,000


$
516,000Repayment of debt


(155,890
)


(748,425
)


(323,230
)Capital distribution


(2,004
)


(108,000
)


Redemption of senior notes










(200,000
)Financing costs






(23
)


(50
)Other financing activities  book overdrafts


22,486







Net cash flows used in financing activities

$
(22,374
)

$
(28,448
)

$
(7,280
)Net (decrease) increase in cash


(1,916
)


5,035



(5,665
)CASH, beginning of year


11,501



6,466



12,131CASH, end of year

$
9,585


$
11,501


$
6,466SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the year for interest, net of amounts
    capitalized

$
123,589


$
110,931


$
105,766    55




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    ORGANIZATION        2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis
    of Preparation of Consolidated Financial
    Statements
  Share-Based
    Payment
  Revenue
    Recognition
      Allowance
    for Doubtful Accounts
   56




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Concentration
    of Credit Risk
    Property,
    Plant and Equipment
    Buildings

40 yearsLeasehold improvements

Life of respective leaseCable systems and equipment and subscriber devices

5 to 20 yearsVehicles

3 to 5 yearsFurniture, fixtures and office equipment

5 years       Capitalized
    Software Costs
  No. 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use.
 57




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Marketing
    and Promotional Costs
    Intangible
    Assets
  Goodwill and
    Other Intangible Assets,
            Balance  December 31, 2006

$
16,800Acquisitions


Dispositions


(158
)Balance  December 31, 2007

$
16,642   Other
    Assets
   58




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Segment
    Reporting
  Disclosure about Segments of an
    Enterprise and Related Information,
  Accounting
    for Derivative Instruments
  Accounting for Derivative
    Instruments and Hedging Activities, Accounting for Certain
    Derivative Instruments and Certain Hedging Activities-an
    amendment of FASB Statement No. 133, Amendment of Statement 133 on
    Derivative Instruments and Hedging Activities. one-to-one
  Accounting
    for Asset Retirement
  Accounting for Asset
    Retirement Obligations, rights-of-way
   59




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    for Long-Lived Assets
  Accounting
    for the Impairment or Disposal of Long-Lived Assets,
  Programming
    Costs
    Share-based
    Compensation
    Income
    Taxes
    Comprehensive
    Income
  Reporting Comprehensive Income.
  Reclassifications
   60




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Pronouncements
  Fair Value Measurements.
  The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115.
  Business Combinations,
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
  3.
    PROPERTY,
    PLANT AND EQUIPMENT    December 31,


December 31,2007


2006Cable systems, equipment and subscriber devices

$
1,618,089


$
1,547,147Vehicles


32,349



30,492Furniture, fixtures and office equipment


21,696



20,632Buildings and leasehold improvements


16,278



16,177Land and land improvements


1,528



1,7031,689,940



1,616,151Accumulated depreciation


(1,002,953
)


(909,104
)Property, plant and equipment, net

$
686,987


$
707,047    61




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    ACCOUNTS
    PAYABLE AND ACCRUED EXPENSES    December 31,


December 31,2007


2006Accrued interest

$
27,957


$
33,273Book
    overdrafts(1)


22,497



11Accrued programming costs


17,844



20,463Accrued taxes and fees


17,383



13,298Accrued service costs


10,879



8,978Accrued payroll and benefits


9,369



10,302Accounts payable


8,579



14,989Accrued telecommunications costs


6,726



7,148Subscriber advance payments


5,962



5,768Accrued property, plant and equipment


4,376



8,764Other accrued expenses


8,668



6,884Accounts payable  affiliates


48,823



26,821$
189,063


$
156,699     (1)
    
    Book overdrafts represent outstanding checks in excess of funds
    on deposit at our disbursement accounts.  5.
    DEBT    December 31,


December 31,2007


2006Bank credit facilities

$
880,500


$
923,00077/8% senior
    notes due 2011


125,000



125,00091/2% senior
    notes due 2013


500,000



500,000Capital lease obligations






3561,505,500



1,548,356Less: Current portion


26,500



6,856Total long-term debt

$
1,479,000


$
1,541,500   Bank
    Credit Facilities
   62




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                    Interest
    Rate Exchange Agreements
  mark-to-market
 63




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    mark-to-market mark-to-market
  Senior
    Notes
  7 8 7 8 7 8 7 8
  1 2 1 2 1 2 1 2
      Loss
    on Early Extinguishment of Debt
   64




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value and Debt Maturities
      2008





$
26,5002009






30,5002010






56,5002011






220,5002012






60,500Thereafter






1,111,000Total





$
1,505,500   6.
    RELATED
    PARTY TRANSACTIONS  day-to-day
    7.
    EMPLOYEE
    BENEFIT PLANS    8.
    SHARE-BASED
    COMPENSATION  Share-based
    Compensation
    Accounting for Stock-Based Compensation Accounting for Stock Issued to
    Employees
 65




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Share-Based Payment
  Impact of
    the Adoption of SFAS No. 123(R)
      Year Ended


Year EndedDecember 31,


December 31,2007


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

$
39


$
118Employee stock purchase plan


57



64Restricted stock units


347



201Total share-based compensation expense

$
443


$
383      66




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pro Forma
    Information for Periods Prior to the Adoption of
    SFAS No. 123(R)
    For the Years EndedDecember 31, 2005Net loss, as reported

$
(4,294
)Add: Total stock-based compensation expense included in net loss
    as reported above


118Deduct: Total stock based compensation expense determined under
    fair value based method of all awards


(827
)Pro forma, net loss

$
(5,003
)   Valuation
    Assumptions
    Employee Stock


Employee StockOption Plans


Purchase PlansYear Ended


Year EndedDecember 31,


December 31,2007


2006


2007


2006Dividend yield


0
%


0
%


0
%


0
%Expected volatility


38.0
%


56.0
%


33.0
%


33.0
%Risk free interest rate


4.6
%


4.7
%


4.3
%


4.7
%Expected option life (in years)


6.3



4.3



0.5



0.5Forfeiture rate


14.0
%


14.0
%






    67




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted AverageRemainingWeighted Average


Contractual


Aggregate IntrinsicShares


Exercise Price


Term (In years)


Value (In thousands)Outstanding at January 1, 2006


1,146,270


$
17.69Granted


15,000



5.66Exercised






Forfeited


(137,092
)


17.50Expired










Outstanding at December 31, 2006


1,024,178


$
17.55



3.6


$
141Vested or expected to vest at December 31, 2006


1,017,575


$
17.54



3.6


$
129Exercisable at December 31, 2006


977,014


$
18.00



3.5


$
56Outstanding at January 1, 2007


1,024,178


$
17.55Granted


18,000



8.00Exercised


(17,250
)


5.92Forfeited


(103,955
)


14.66Expired






Outstanding at December 31, 2007


920,973


$
17.90



2.6


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


920,028


$
17.91



2.6


$
Exercisable at December 31, 2007


914,223


$
17.98



2.6


$
      68




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted AverageShares


Exercise PriceOutstanding at December 31, 2004


1,190,472


$
17.81Granted


18,000



5.42Exercised






Forfeited


(62,202
)


16.47Outstanding at December 31, 2005


1,146,270


$
17.69       Options Outstanding


Options ExercisableWeighted











WeightedAverage


Weighted


Aggregate





Average


Weighted


AggregateNumber of


Remaining


Average


Intrinsic


Number of


Remaining


Average


IntrinsicRange of

Shares


Contractual


Exercise


Value


Shares


Contractual


Exercise


ValueExercise Prices

Outstanding


Life


Price


(In thousands)


Outstanding


Life


Price


(In thousands)$ 5.00  $12.00


66,586



5.4


$
7.97


$




59,836



5.2


$
8.06


$
$12.01  $18.00


216,100



3.2



17.68







216,100



3.2



17.68



$18.01  $22.00


638,287



2.1



19.01







638,287



2.1



19.01



920,973



2.6


$
17.90


$




914,223



2.6


$
17.98


$
     Restricted
    Stock Units
   69




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number of


WeightedNon-Vested


Average GrantShare Unit Awards


Date Fair ValueUnvested Awards at January 1, 2006


100,500


$
5.49Granted


60,100



5.72Awards Vested


(6,275
)


5.69Forfeited


(6,075
)


5.71Unvested Awards at December 31, 2006


148,250


$
5.56Granted


87,300



7.99Awards Vested


(19,675
)


5.71Forfeited


(6,225
)


7.47Unvested Awards at December 31, 2007


209,650


$
6.50   Employee
    Stock Purchase Plan
    9.
    COMMITMENTS
    AND CONTINGENCIES  Lease
    and Rental Agreements
    2008

$
1,9882009


1,5202010


8942011


5442012


317Thereafter


1,676Total

$
6,939    70




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Letters
    of Credit
    Legal
    Proceedings
  class-wide rights-of-way
    10.
    PREFERRED
    EQUITY INVESTMENT    11.
    LOAN TO
    AFFILIATED COMPANY  NOTE RECEIVABLE   71




---



##### 



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    HURRICANE
    LOSSES IN 2005      13.
    SALE OF
    ASSETS, INVESTMENTS AND CABLE SYSTEMS, NET   72




---



##### 



Schedule II



MEDIACOM
    LLC AND SUBSIDIARIES



VALUATION
    AND QUALIFYING ACCOUNTS  Additions


DeductionsBalance at


Charged to


Charged to


Charged to


Charged toBeginning of


Costs


Other


Costs


Other


Balance atPeriod


and Expenses


Accounts


and Expenses


Accounts


End of Period(All dollar amounts in thousands)December 31, 2005Allowance for doubtful accounts:Current receivables

$
856


$
737


$
89


$
447


$



$
1,235December 31, 2006Allowance for doubtful accounts:Current receivables

$
1,235


$
1,361


$



$
1,803


$



$
793December 31, 2007Allowance for doubtful accounts:Current receivables

$
793


$
2,054


$



$
1,947


$



$
900   ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Mediacom
    LLC
  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of Mediacom;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures 73




---



##### 




    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of
    Mediacoms assets that could have a material effect on the
    financial statements.        Mediacom
    Capital Corporation
  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of Mediacom Capital;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of Mediacom Capital are being
    made only in accordance with authorizations of management and
    directors of Mediacom Capital; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of
    Mediacom Capitals assets that could have a material effect
    on the financial statements. 74




---



##### 



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANTS    Name

Age

TitleRocco B. Commisso


58


Chairman and Chief Executive Officer of MCC; Chief Executive
    Officer of Mediacom LLC; and Chief Executive Officer and
    Director of Mediacom Capital CorporationMark E. Stephan


51


Executive Vice President, Chief Financial Officer and Director
    of MCC; Executive Vice President and Chief Financial Officer of
    Mediacom LLC; and Executive Vice President and Chief Financial
    Officer of Mediacom Capital CorporationJohn G. Pascarelli


46


Executive Vice President, Operations of MCCItalia Commisso Weinand


54


Senior Vice President, Programming and Human Resources of MCCJoseph E. Young


59


Senior Vice President, General Counsel and Secretary of MCCCharles J. Bartolotta


53


Senior Vice President, Customer Operations of MCCCalvin G. Craib


53


Senior Vice President, Business Development of MCCBrian Walsh


42


Senior Vice President and Corporate Controller of MCCCraig S. Mitchell


49


Director of MCCWilliam S. Morris III


73


Director of MCCThomas V. Reifenheiser


72


Director of MCCNatale S. Ricciardi


59


Director of MCCRobert L. Winikoff


61


Director of MCC  75




---



##### 



Rocco B. Commisso
  Mark E. Stephan
  John G. Pascarelli
  Italia Commisso Weinand
  Joseph E. Young
  Charles J. Bartolotta
  Calvin G. Craib
 76




---



##### 



Brian M. Walsh
  Craig S. Mitchell
  William S. Morris III 1999-2000.
  Thomas V. Reifenheiser
  Natale S. Ricciardi
  Robert L. Winikoff
  Form 10-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS  Management
    Agreements
   77




---



##### 



Other
    Relationships
      ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    2007


2006Audit fees

$
520


$
564Audit-related fees


15



44Tax fees






All other fees






Total

$
535


$
608   Form 10-Q Form 10-K.
   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  (a)
    Financial
    Statements  Form 10-K
  (b)
    Exhibits  Regulation S-K,
  ExhibitNumber

Exhibit Description3
.1(a)

Articles of Organization of Mediacom LLC filed July 17,
    1995(1)3
.1(b)

Certificate of Amendment of the Articles of Organization of
    Mediacom LLC filed December 8,
    1995(1)3
.2

Fifth Amended and Restated Operating Agreement of Mediacom
    LLC(2)3
.3

Certificate of Incorporation of Mediacom Capital Corporation
    filed March 9,
    1998(1) 78




---



##### 



ExhibitNumber

Exhibit Description3
.4

By-Laws of Mediacom Capital
    Corporation(1)4
.1

Indenture relating to
    77/8% senior
    notes due 2011 of Mediacom LLC and Mediacom Capital
    Corporation(3)4
.2

Indenture relating to
    91/2% senior
    notes due 2013 of Mediacom LLC and Mediacom Capital
    Corporation(4)10
.1(a)

Credit Agreement, dated as of October 21, 2004, among the
    operating subsidiaries of Mediacom LLC, the lenders thereto and
    JPMorgan Chase Bank, as administrative agent for the
    lenders(5)10
.1(b)

Amendment No. 1, dated as of May 5, 2006, to the
    Credit Agreement, dated as of October 21, 2004, among the
    operating subsidiaries of Mediacom LLC, the lenders thereto and
    JPMorgan Chase Bank, as administrative agent for the
    lenders(6)10
.1(c)

Amendment No. 2, dated as of June 11, 2007, to the
    Credit Agreement, dated as of October 21, 2004, among the
    operating subsidiaries of Mediacom LLC, the lenders party
    thereto and JPMorgan Chase Bank as administrative agent for the
    lenders(7)10
.1(d)

Amendment No. 3, dated as of June 11, 2007, to the
    Credit Agreement, dated of October 21, 2004, among the
    operating subsidiaries of Mediacom LLC, the lenders party
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders(7)10
.2

Incremental Facility Agreement, dated as of May 5, 2006,
    between the operating subsidiaries of Mediacom LLC, the lenders
    signatory thereto and JPMorgan Chase Bank, N.A., as
    administrative
    agent(6)12
.1

Schedule of Computation of Ratio of Earnings to Fixed Charges14
.1

Code of
    Ethics(8)21
.1

Subsidiaries of Mediacom LLC23
.1

Consent of PricewaterhouseCoopers LLP31
.1

Rule 15(d) -14(a) Certifications of Mediacom LLC31
.2

Rule 15(d) -14(a) Certifications of Mediacom Capital
    Corporation32
.1

Section 1350 Certifications of Mediacom LLC32
.2

Section 1350 Certifications of Mediacom Capital Corporation     (1)
    
    Filed as an exhibit to the Registration Statement on
    Form S-4
    (File
    No. 333-57285)
    of Mediacom LLC and Mediacom Capital Corporation and
    incorporated herein by reference.(2)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1999 of Mediacom
    Communications Corporation, Mediacom LLC and Mediacom Capital
    Corporation and incorporated herein by reference.(3)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1998 of Mediacom LLC
    and Mediacom Capital Corporation and incorporated herein by
    reference.(4)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2000 of Mediacom
    Communications Corporation and incorporated herein by reference.(5)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2004 of
    Mediacom Communications Corporation and incorporated herein by
    reference.(6)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2006 of Mediacom
    Communications Corporation and incorporated herein by reference.(7)
    
    Filed as an exhibit to the Quarterly Report of
    Form 10-Q
    for the quarterly period ended June 30, 2007 of Mediacom
    Communications Corporation and incorporated herein by reference.(8)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003 of Mediacom LLC
    and incorporated herein by reference.  (c)
    Financial
    Statement Schedule  Form 10-K
 79




---



##### 



SIGNATURES
    Mediacom LLC
   By:
    /s/  Rocco
    B. Commisso  Rocco B. Commisso
     Signature

Title

Date/s/  Rocco
    B.CommissoRocco
    B.Commisso

Chief Executive Officer
    (principal executive officer)

March 27, 2008/s/  Mark
    E. StephanMark
    E. Stephan

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

March 27, 2008  80




---



##### 



SIGNATURES
    Mediacom Capital Corporation
   By:
    /s/  Rocco
    B. Commisso  Rocco B. Commisso
     Signature

Title

Date/s/  Rocco
    B. CommissoRocco
    B. Commisso

Chief Executive Officer and Director (principal executive
    officer)

March 27, 2008/s/  Mark
    E. StephanMark
    E. Stephan

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

March 27, 2008  81




---



##### 



Supplemental Information to be Furnished with Reports Filed
    Pursuant to Section 15(d) of the Securities Exchange Act of
    1934 by Registrants Which Have not Registered Securities
    Pursuant to Section 12 of the Securities Exchange Act of
    1934.
  Form 10-K
 82