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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

COMMISSION FILE NUMBER: 000-32647





KNOLOGY, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 58-2424258                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                          |  |           
|--------------------------------------------------------- |  | ----------
|KNOLOGY, INC. 1241 O.G. SKINNER DRIVE WEST POINT, GEORGIA |  | 31833     
|(Address of principal executive offices)                  |  | (Zip Code)

Registrants telephone number, including area code: (706) 645-8553





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check One)



|                                              |  |                             
|--------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈                    |  | Accelerated filer  x        
|Non-accelerated Filer   ̈                      |  | Smaller reporting company   ̈
|(Do not check if a smaller reporting company) |  |                             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.):    Yes   ̈    No  x

As of July 31, 2008, Knology, Inc. had 35,610,632 shares of common stock outstanding.









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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, which was initially filed with the Securities and Exchange Commission
on August 11, 2008, is being made solely to amend Part II, Items 5 and 6, to include information about the adoption of Knology, Inc.s 2008 Incentive Plan at its Annual Meeting of Stockholders and to include a copy of the 2008
Incentive Plan as adopted as an exhibit.

With the exception of the foregoing, no other information in the Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2008 has been supplemented, updated or amended.



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KNOLOGY, INC. AND SUBSIDIARIES

QUARTER ENDED JUNE 30, 2008

INDEX



|           |  |                          |  |  
|---------- |  | ------------------------ |  | -
|PART II    |  | OTHER INFORMATION        |  | 4
|           |  | ITEM 5 OTHER INFORMATION |  | 4
|           |  | ITEM 6 EXHIBITS          |  | 5
|SIGNATURES |  | 6                       



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PART II. OTHER INFORMATION



|ITEM 5. | Other Information
|------- | -----------------

At the annual meeting of
stockholders of Knology, Inc. (the Company) held on May 7, 2008 (the Annual Meeting), the Companys stockholders approved the Knology, Inc. 2008 Incentive Plan (the 2008 Plan). The board of directors of
the Company previously approved the 2008 Plan on March 28, 2008, subject to stockholder approval at the Annual Meeting. A description of the material terms of the 2008 Plan was included in the Companys definitive proxy statement relating
to the Annual Meeting as filed with the Securities and Exchange Commission on April 7, 2008 and is incorporated herein by reference. The aggregate number of shares of the Companys common stock reserved and available for issuance pursuant
to awards granted under the 2008 Plan is 3,750,000.



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|ITEM 6. | Exhibits
|------- | --------



|               |  |                                                                                                                                                                                                                                                                                                                                           
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Exhibit Description                                                                                                                                                                                                                                                                                                                       
|3.1            |  | Amended and Restated Certificate of Incorporation of Knology, Inc. (Incorporated herein by reference to Exhibit 3.1 to Knology, Inc.s Quarterly Report Form 10-Q for the period ended June
30, 2004).                                                                                                                                    
|               | 
|3.3            |  | Certificate of Designations of Powers, Preferences, Rights, Qualifications, Limitations and Restrictions of Series X Junior Participating Preferred Stock of Knology, Inc. (Incorporated herein by
reference to Exhibit 3.1 to Knology, Inc.s Current Report on Form 8-K filed July 29, 2005).                                           
|               | 
|3.4            |  | Bylaws of Knology, Inc. (Incorporated herein by reference to Exhibit 3.2 to Knology Inc.s Registration Statement on Form S-1 (File No. 333-89179)).                                                                                                                                                                                      
|               | 
|4.1            |  | Shareholder Protection Rights Agreement, dated as of July 27, 2005, by and between Knology, Inc. and Wachovia Bank, N.A., acting as Rights Agent (which includes as Exhibit A thereto the Form of
Rights Certificate) (Incorporated herein by reference to Exhibit 4.1 to Knology, Inc.s Current Report on Form 8-K filed July 29, 2005).
|               | 
|10.1*          |  | Knology, Inc. 2008 Incentive Plan.                                                                                                                                                                                                                                                                                                        
|               | 
|31.1           |  | Certification of Chief Executive Officer of Knology, Inc. pursuant to Securities Exchange Act Rules 13a-14.                                                                                                                                                                                                                               
|               | 
|31.2           |  | Certification of Chief Financial Officer of Knology, Inc. pursuant to Securities Exchange Act Rules 13a-14.                                                                                                                                                                                                                               



|* | Compensatory plan or arrangement.
|- | ---------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                |  |               |  |                                     
|--------------- |  | ------------- |  | ------------------------------------
|                |  | KNOLOGY, INC.
|                |  |              
|August 27, 2008 |  | By:           |  | /s/ Rodger L. Johnson               
|                |  |               |  | Rodger L. Johnson                   
|                |  |               |  | Chairman and Chief Executive Officer
|                |  |              
|August 27, 2008 |  | By:           |  | /s/ Bruce D. Herman                 
|                |  |               |  | Bruce D. Herman                     
|                |  |               |  | Chief Financial Officer             



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