**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 March 31, 200*** ***6***





**Commission
      File Number:**  **0-29227**





**Mediacom
      Communications Corporation**


***(Exact
      name of Registrant as specified in its charter)***








**Delaware**
            
            **06-1566067*****(State
                of incorporation)***
            
            ***(I.R.S.
                Employer Identification
                Number)***








**100
      Crystal Run Road**


**Middletown,
      NY 10941**


***(Address
      of principal executive offices)***








**(845)
      695-2600**


***(Registrant’s
      telephone number)***




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.





RYes
            
            £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
            
            RAccelerated filer
            
            £Non-accelerated filer





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).





£Yes
            
            RNo





As
      of
      April 28, 2006, there were 84,163,532 shares of Class A common stock and
      27,073,628 **** shares
      of
      Class B common
      stock outstanding.










**EXPLANATORY
          NOTE**
 
 Mediacom
          Communications Corporation hereby amends its Quarterly Report on Form 10-Q
          for
          the quarterly period ended March 31, 2006, filed on May 10, 2006, as set
          forth
          in this Quarterly Report on Form 10-Q/A (Amendment No.1) (the “Form 10-Q/A”).
          This Form 10-Q/A amends Exhibit 32.1 (Section 1350 Certifications) to correct
          a
          typographical error in the date reflecting the period ended for the Form
          10-Q.


2









**MEDIACOM
      COMMUNICATIONS CORPORATION AND
      SUBSIDIARIES**





**FORM
      10-Q**


**FOR
      THE PERIOD ENDED MARCH 31, 200** **6**





**TABLE
      OF CONTENTS**


**PART
                    I**
                
                
                **Page****Item
                    1.**
                
                **Financial
                    Statements****Consolidated
                    Balance Sheets (unaudited) March 31, 2006 and
                    December 31, 2005**
                **5****Consolidated
                    Statements of Operations (unaudited) Three Months
                    Ended March 31, 2006 and 2005**
                **6****Consolidated
                    Statements of Cash Flows (unaudited) Three
                    Months Ended March 31, 2006 and 2005**
                **7****Notes
                    to Consolidated Financial Statements
                    (unaudited)**
                **8****Item
                    2.**
                
                **Management's
                    Discussion and Analysis of Financial Condition and
                    Results of Operations**
                **17****Item
                    3.**
                
                **Quantitative
                    and Qualitative Disclosures about Market
                    Risk**
                **23****Item
                    4.**
                
                **Controls
                    and Procedures**
                **23****PART
                    II****Item
                    1.**
                
                **Legal
                    Proceedings**
                **24****Item
                    1A.**
                
                **Risk
                    Factors**
                **24****Item
                    2.**
                
                **Unregistered
                    Sale of Equity Securities and Use of
                    Proceeds**
                **24****Item
                    5.**
                
                **Other
                    Information**
                **24****Item
                    6.**
                
                **Exhibits**
                **25**









3
 *Table
            of Contents*




**Cautionary
      Statement Regarding Forward-Looking Statements**





You
      should carefully review the information contained in this Quarterly Report
      and
      in other reports or documents that we file from time to time with the Securities
      and Exchange Commission (the “SEC”).





In
      this
      Quarterly 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. These forward-looking statements are subject to risks and uncertainties
      that could cause actual results to differ materially from historical results
      or
      those we anticipate. Factors that could cause actual results to differ from
      those contained in the forward-looking statements include, but are not limited
      to: competition in our video, high-speed Internet access and phone businesses;
      our ability to achieve anticipated customer and revenue growth and to
      successfully introduce new products and services; increasing programming costs;
      changes in laws and regulations; our ability to generate sufficient cash flow
      to
      meet our debt service obligations and access capital to maintain our financial
      flexibility and the other risks and uncertainties discussed in this Quarterly
      Report and in our Annual Report on Form 10-K for the year ended December 31,
      2005 and other reports or documents that we file from time to time with the
      SEC.
      Statements included in this Quarterly Report are based upon information known
      to
      us as of the date that this Quarterly Report is filed with the SEC, and we
      assume no obligation to update or alter our forward-looking statements made
      in
      this Quarterly Report, whether as a result of new information, future events
      or
      otherwise, except as otherwise required by applicable federal securities
      laws.




4
 *Table
            of Contents*





**PART
      I**




**ITEM
                1.**
            **FINANCIAL
                STAT****EMENTS**




**MEDIACOM
      COMMUNICATIONS CORPORATION AND SUBSIDIARIES**




**CONSOLIDATED
      BALANCE SHEETS**


(All
      dollar amounts in thousands, except share amounts)


(Unaudited)





**March
                31,**
              **2006**
            
            **December
                31,**
              **2005****ASSETS**CURRENT
                ASSETSCash
                and cash equivalents
            
            $
            20,881
            
            $
            17,281Accounts
                receivable, net of allowance for doubtful accounts of $2,639 and
                $3,078,
                respectively
            
            
            58,309
            
            
            63,845Prepaid
                expenses and other current assets
            
            
            25,783
            
            
            23,046Deferred
                tax asset
            
            
            2,782
            
            
            2,782Total
                current assets
            
            
            107,755
            
            
            106,954Investment
                in cable television systems:Property,
                plant and equipment, net of accumulated depreciation of $1,276,388
                and
                $1,229,738, respectively
            
            
            1,449,608
            
            
            1,453,588Franchise
                rights, net of accumulated amortization of $140,947
            
            
            1,803,971
            
            
            1,803,971Goodwill,
                net of accumulated amortization of $3,232
            
            
            221,382
            
            
            221,382Subscriber
                lists and other intangible assets, net of accumulated amortization
                of
                $158,278 and $157,755, respectively
            
            
            13,300
            
            
            13,823Total
                investment in cable television systems
            
            
            3,488,261
            
            
            3,492,764Other
                assets, net of accumulated amortization of $26,307 and $24,617
                respectively
            
            
            46,405
            
            
            49,780Total
                assets
            
            $
            3,642,421
            
            $
            3,649,498**LIABILITIES
                AND STOCKHOLDERS' EQUITY**CURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            251,499
            
            $
            270,137Deferred
                revenue
            
            
            43,714
            
            
            41,073Current
                portion of long-term debt
            
            
            228,412
            
            
            222,770Total
                current liabilities
            
            
            523,625
            
            
            533,980Long-term
                debt, less current portion
            
            
            2,865,678
            
            
            2,836,881Deferred
                tax liabilities
            
            
            232,157
            
            
            200,090Other
                non-current liabilities
            
            
            19,455
            
            
            19,440Total
                liabilities
            
            
            3,640,915
            
            
            3,590,391Commitments
                and contingencies (Note 9)STOCKHOLDERS'
                EQUITYClass
                A common stock, $.01 par value; 300,000,000 shares authorized; 93,402,352
                shares issued and 84,300,221 shares outstanding as of March 31, 2006
                and
                93,280,535 shares issued and 88,050,009 shares outstanding as of
                December
                31, 2005
            
            
            934
            
            
            933Class
                B common stock, $.01 par value; 100,000,000 shares authorized; 27,336,939
                shares issued and outstanding as of March 31, 2006 and December 31,
                2005,
                respectively
            
            
            274
            
            
            274Additional
                paid-in capital
            
            
            987,342
            
            
            990,584Deferred
                compensation
            
            
            -
            
            
            (4,857
            )Accumulated
                deficit
            
            
            (938,399
            )
            
            (901,191
            )Treasury
                stock, at cost, 9,102,131 and 5,230,526 shares of Class A common
                stock, as
                of March 31, 2006 and December 31, 2005, respectively
            
            
            (48,645
            )
            
            (26,636
            )Total
                stockholders' equity
            
            
            1,506
            
            
            59,107Total
                liabilities and stockholders' equity
            
            $
            3,642,421
            
            $
            3,649,498




The
      accompanying notes to the unaudited financial


statements
      are an integral part of these statements




5
 *Table
            of Contents*




**MEDIACOM
      COMMUNICATIONS CORPORATIONAND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


(All
      amounts in thousands, except per share data)


(Unaudited)





**Three
                Months Ended**
              **March
                31,****2006**
            
            **2005**Revenues
            
            $
            289,348
            
            $
            266,244Costs
                and expenses:Service
                costs (exclusive of depreciation and amortization of$53,717
                and $53,925, respectively, shown separately below)
            
            
            118,523
            
            
            106,344Selling,
                general and administrative expenses
            
            
            58,428
            
            
            55,652Corporate
                expenses
            
            
            5,984
            
            
            5,274Depreciation
                and amortization
            
            
            53,717
            
            
            53,925Operating
                income
            
            
            52,696
            
            
            45,049Interest
                expense, net
            
            
            (55,652
            )
            
            (51,274
            )Gain
                on derivatives, net
            
            
            515
            
            
            8,070Other
                expense
            
            
            (2,641
            )
            
            (2,696
            )Loss
                before (provision for) benefit from income taxes
            
            
            (5,082
            )
            
            (851
            )(Provision
                for) benefit from income taxes
            
            
            (32,126
            )
            
            10Net
                loss
            
            $
            (37,208
            )
            $
            (841
            )Weighted
                average shares outstanding
            
            
            113,529
            
            
            117,861Basic
                and diluted loss per share
            
            $
            (0.33
            )
            $
            (0.01
            )




The
      accompanying notes to the unaudited financial


statements
      are an integral part of these statements




6
 *Table
            of Contents*




**MEDIACOM
      COMMUNICATIONS CORPORATIONAND
      SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


(All
      dollar amounts in thousands)


(Unaudited)





**Three
                Months Ended**
              **March
                31,****2006**
            
            **2005**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (37,208
            )
            $
            (841
            )Adjustments
                to reconcile net loss to net cash provided by operating
                activities:Depreciation
                and amortization
            
            
            53,717
            
            
            53,925Gain
                on derivatives, net
            
            
            (515
            )
            
            (8,070
            )Amortization
                of deferred financing costs
            
            
            1,690
            
            
            1,662Non-cash
                share-based compensation
            
            
            1,155
            
            
            151Deferred
                income taxes
            
            
            32,067
            
            
            125Changes
                in assets and liabilities, net of effects from
                acquisitions:Accounts
                receivable, net
            
            
            5,536
            
            
            3,275Prepaid
                expenses and other assets
            
            
            (519
            )
            
            (4,026
            )Accounts
                payable and accrued expenses
            
            
            (25,764
            )
            
            (17,547
            )Deferred
                revenue
            
            
            2,641
            
            
            1,181Other
                non-current liabilities
            
            
            15
            
            
            (520
            )Net
                cash flows provided by operating activities
            
            
            32,815
            
            
            29,315CASH
                FLOWS FROM INVESTING ACTIVITIES:Capital
                expenditures
            
            
            (47,619
            )
            
            (54,789
            )Net
                cash flows used in investing activities
            
            
            (47,619
            )
            
            (54,789
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:New
                borrowings
            
            
            105,000
            
            
            299,000Repayment
                of debt
            
            
            (70,561
            )
            
            (281,669
            )Proceeds
                from issuance of common stock in employee stock purchase
                plan
            
            
            461
            
            
            477Other
                financing activities - book overdrafts
            
            
            5,658
            
            
            (10,223
            )Repurchases
                of Class A common stock
            
            
            (22,009
            )
            
            -Financing
                costs
            
            
            (145
            )
            
            (50
            )Net
                cash flows provided by financing activities
            
            
            18,404
            
            
            7,535Net
                increase (decrease) in cash and cash equivalents
            
            
            3,600
            
            
            (17,939
            )CASH
                AND CASH EQUIVALENTS, beginning of period
            
            
            17,281
            
            
            23,875CASH
                AND CASH EQUIVALENTS, end of period
            
            $
            20,881
            
            $
            5,936SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION:Cash
                paid during the period for interest, net of amounts
                capitalized
            
            $
            78,620
            
            $
            70,635





The
      accompanying notes to the unaudited financial


statements
      are an integral part of these statements








7
 *Table
            of Contents*





**MEDIACOM
      COMMUNICATIONS CORPORATION AND
      SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**








**(1)**
            **Statement
                of Accounting Presentation and Other
                Information**





***Basis
      of Preparation of Unaudited Consolidated Financial
      Statements***





Mediacom
      Communications Corporation (“MCC,” and collectively with its subsidiaries, the
“Company”) has prepared these unaudited consolidated financial statements as of
      March
      31, 2006 and 2005. In the opinion of management, such statements include all
      adjustments, consisting of normal recurring accruals and
      adjustments, necessary for a fair presentation of the Company’s consolidated
      results of operations and financial position for the interim periods presented.
      The accounting policies followed during such interim periods reported are in
      conformity with generally accepted accounting principles in the United States
      of
      America and are consistent with those applied during annual periods, except
      for
      the adoption of SFAS No. 123(R) *“Share-Based
      Payment”* (“SFAS
      No. 123(R)”), as discussed in Note 8. For a summary of the Company’s accounting
      policies and other information, refer to the Company’s Annual Report on Form
      10-K for the year ended December 31, 200 5 .
      The
      results of operations for the interim periods are not necessarily indicative
      of
      the results that might be expected for future interim periods or for the full
      year ending December 31, 2006.





***Reclassifications***





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





**(2)**
            **Liquidity
                and Capital Resources**





The
      Company has a significant level of debt, interest expense obligations and
      liabilities in the normal course of business. The majority of the Company’s debt
      that matures during the next twelve months consists of $172.5 million of
      convertible notes due July 1, 2006. Although the Company has not yet determined
      how it will satisfy that obligation, several alternatives are available,
      including the repayment of the notes with availability under the Company’s
      subsidiary credit facilities. As of March 31, 2006, the Company had unused
      revolving credit commitments of $813.0 million, all of which could be borrowed
      and used for general corporate purposes based on the terms and conditions of
      its
      debt arrangements.





**(3)**
            **Recently
                Issued Accounting
                Pronouncements**





In
      February 2006, the FASB issued SFAS Statement No. 155, “ *Accounting
      for Certain Hybrid Financial Instruments, Amendment of FASB Statement No. 133
      and 140* ”
(“SFAS
      No. 155”). SFAS No. 155 amends SFAS No. 133, “ *Accounting
      for Derivative Instruments and Hedging Activities* ”
(“SFAS
      No. 133”) and SFAS No. 140, “ *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* ”
(“SFAS
      No. 140”). SFAS No. 155 gives entities the option of applying fair value
      accounting to certain hybrid financial instruments in their entirety if they
      contain embedded derivatives that would otherwise require bifurcation under
      SFAS
      No. 133. SFAS No. 155 will be effective as of January 1, 2007 and the Company
      does not believe that the adoption will have a material impact on its
      consolidated financial condition or results of operations.





In
      March
      2006, the FASB issued SFAS No. 156, “ *Accounting
      for Servicing of Financial Assets - an Amendment of FASB Statement No
      140.”* SFAS No
      156 provides guidance on the accounting for servicing assets and liabilities
      when an entity undertakes an obligation to service a financial asset by entering
      into a servicing contract. This statement is effective for all transactions
      in
      fiscal years beginning after September 15, 2006. The Company does not expect
      the
      adoption of SFAS No. 156 will have a material impact on its consolidated
      financial condition or results of operations.




**(4)**
            **Earnings
                Per Share**





The
      Company calculates earnings per share in accordance with SFAS No. 128,
“ *Earnings
      per Share* .”
SFAS
      No. 128 computes basic earnings (loss) per share by dividing the net income
      (loss) by the weighted average number of shares of common stock outstanding
      during the period. Diluted earnings per share (“Diluted EPS”) is computed by
      dividing the net income (loss) by the weighted average number of shares of
      common stock outstanding during the period plus the effects of any potentially
      dilutive securities. Diluted EPS considers the impact of potentially dilutive
      securities except in periods in which there is a loss because the inclusion
      of
      the potential common shares would have an anti-dilutive effect. The Company’s
      potentially dilutive securities include common shares which may be issued upon
      exercise of its stock options, conversion of convertible senior notes or vesting
      of restricted stock units. Diluted EPS excludes the impact of potential common
      shares related to our stock options in periods in which the option exercise
      price is greater than the average market price of the Company’s Class A common
      stock during the period.





8
 *Table
            of Contents*





**MEDIACOM
      COMMUNICATIONS CORPORATION AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**







For
      the
      three months ended March 31, 2006 and 2005, the Company generated net losses
      so
      the inclusion of the potential common shares would have been anti-dilutive.
      Accordingly, diluted loss per share equaled basic loss per share. **** Diluted
      loss per share for the three months ended March 31, 2006 and 2005, excludes
      approximately 10.8 million and 10.3 million, respectively, potential common
      shares related to the Company’s convertible senior notes and share-based
      compensation plans.





**(5)**
            **Property,
                Plant and Equipment**





As
      of
      March 31, 2006
      and
      December 31, 2005 ,
      property, plant and equipment consisted of (dollars in thousands):





**March
                31,**
              **2006**
            
            **December
                31,**
              **2005**Land
                and land improvements
            
            $
            7,149
            
            $
            7,149Buildings
                and leasehold improvements
            
            
            40,844
            
            
            40,653Cable
                systems, equipment and subscriber devices
            
            
            2,571,042
            
            
            2,531,840Vehicles
            
            
            65,234
            
            
            64,729Furniture,
                fixtures and office equipment
            
            
            41,727
            
            
            38,9552,725,996
            
            
            2,683,326Accumulated
                depreciation
            
            
            (1,276,388
            )
            
            (1,229,738
            )Property,
                plant and equipment, net
            
            $
            1,449,608
            
            $
            1,453,588




9
 *Table
            of Contents*





**MEDIACOM
      COMMUNICATIONS CORPORATION AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**







**(6)**
            **Accounts
                Payable and Accrued
                Expenses**





Accounts
      payable and accrued expenses consist of the following (dollars in
      thousands):





**March
                  31,**
                **2006**
            
            **December
                  31,**
                **2005**Accounts
                payable
            
            $
            12,655
            
            $
            6,329Book
                overdrafts(1)
            
            
            32,056
            
            
            26,330Accrued
                interest
            
            
            41,556
            
            
            65,282Accrued
                payroll and benefits
            
            
            25,739
            
            
            25,824Accrued
                programming costs
            
            
            50,246
            
            
            52,807Accrued
                property, plant and equipment
            
            
            18,398
            
            
            14,839Accrued
                taxes and fees
            
            
            25,132
            
            
            30,617Subscriber
                advance payments
            
            
            11,063
            
            
            10,096Other
                accrued expenses
            
            
            34,654
            
            
            38,013$
            251,499
            
            $
            270,137




(1) Book
      overdrafts represent outstanding checks in excess of funds on deposit at the
      Company’s disbursement accounts. The Company transfers funds from its depository
      accounts to its disbursement accounts upon daily notification of checks
      presented for payment. Changes in book overdrafts are reported as part of cash
      flows from financing activities in the Company’s consolidated statement of cash
      flows.





**(7)**
            **Debt**





As
      of
      March 31, 2006 and December 31, 2005, debt consisted of (dollars in thousands):





**March
                  31,**
                **2006**
            
            **December
                  31,**
                **2005**Bank
                credit facilities
            
            $
            1,693,750
            
            $
            1,658,75081⁄2%
                senior notes due 2015
            
            
            200,000
            
            
            200,00077⁄8%
                senior notes due 2011
            
            
            125,000
            
            
            125,00091⁄2%
                senior notes due 2013
            
            
            500,000
            
            
            500,00011%
                senior notes due 2013
            
            
            400,000
            
            
            400,00051⁄4%
                convertible senior notes due 2006
            
            
            172,500
            
            
            172,500Capital
                lease obligations
            
            
            2,840
            
            
            3,401$
            3,094,090
            
            $
            3,059,651Less:
                Current portion
            
            
            228,412
            
            
            222,770Total
                long-term debt
            
            $
            2,865,678
            
            $
            2,836,881





***Bank
      Credit Facilities***





The
      average interest rates on outstanding debt under the bank credit facilities
      as
      of March
      31,
      2006 and 2005, were
      6.6%  and
      4.8% **,** respectively, before giving effect to the interest rate exchange agreements
      discussed below. As of
      March
      31, 2006, the Company
      had unused credit commitments of approximately $813.0 million under its bank
      credit facilities, all of which could be borrowed and used for general corporate
      purposes based on the terms and conditions of the Company’s debt arrangements.
      The Company was in compliance with all covenants under its debt arrangements
      as
      of March
      31,
      2006 .





As
      of
      March 31, 2006, approximately $22.8 million letters of credit were issued to
      various parties as collateral for our performance relating primarily to
      insurance and franchise requirements.





10
 *Table
            of Contents*


**MEDIACOM
        COMMUNICATIONS CORPORATION AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**


***Interest
      Rate Exchange Agreements***





The
      Company uses interest rate exchange agreements in order to fix the interest
      rate
      on its floating rate debt. As of March 31, 2006, the Company had interest rate
      exchange agreements with various banks pursuant to which the interest rate
      on
      $800.0 million is fixed at a weighted average rate of approximately 3.3%. The
      Company’s interest rate exchange agreements are scheduled to expire on the
      amounts of $500.0 million, $200.0 million and $100.0 million during the year
      ended December 31, 2006, 2007 and 2009, respectively. For the three months
      ended March 31, 2006, based on the mark-to-market valuation, the Company
      recorded on its consolidated balance sheet an accumulated investment in
      derivatives of $13.4 million, which is a component of prepaid and other
      non-current assets and a gain on derivatives of $0.5 million and $8.0
      million for the three months ended March 31, 2006 and 2005,
      respectively.








**(8)**
            **Stockholder’s
                Equity**





***Stock
      Repurchase Plans***





In
      February 2006, the Board of Directors authorized an additional $50.0 million
      stock repurchase program. During the three months ended March 31, 2006, the
      Company repurchased approximately 3.9 million shares for an aggregate cost
      of
      $22.0 million, at an average price per share of $5.68. As of March 31, 2006,
      approximately $51.4 million remains available under the Class A stock repurchase
      program.





***Share-based
      Compensation***





Effective
      January 1, 2006, the Company adopted SFAS No. 123(R) using the modified
      prospective method. SFAS No. 123(R) revises SFAS No. 123, “ *Accounting
      for Stock-Based Compensation”* (SFAS
      No.
      123) and supersedes Accounting Principles Board (“APB”) Opinion No. 25,
“ *Accounting
      for Stock Issued to Employees* ”
(APB
      No. 25). SFAS No. 123(R) requires the cost of all share-based payments to
      employees, including grants of employee stock options, to be recognized in
      the
      financial statements based on their fair values at the grant date, or the date
      of later modification, over the requisite service period. In addition, SFAS
      123(R) requires unrecognized cost, based on the amounts previously disclosed
      in
      the Company’s pro forma footnote disclosure, related to options vesting after
      the date of initial adoption to be recognized in the financial statements over
      the remaining requisite service period.





Under
      this method, prior periods are not restated and the amount of compensation
      cost
      recognized includes (i) compensation cost for all share-based payments granted
      prior to, but not yet vested as of January 1, 2006, based on the grant date
      fair
      value estimated in accordance with the provisions of SFAS No. 123 and (ii)
      compensation cost for all share-based payments granted subsequent to January
      1,
      2006, based on the grant date fair value estimated in accordance with the
      provisions of SFAS No. 123(R). The Company uses the Black-Scholes option pricing
      model which requires extensive use of accounting judgment and financial
      estimates, including estimates of the expected term employees will retain their
      vested stock options before exercising them, the estimated volatility of the
      Company’s stock price over the expected term, and the number of options that
      will be forfeited prior to the completion of their vesting requirements.
      Application of alternative assumptions could produce significantly different
      estimates of the fair value of share-based compensation and consequently, the
      related amounts recognized in the Consolidated Statements of Operations. The
      provisions of SFAS No. 123(R) apply to new stock awards and stock awards
      outstanding, but not yet vested, on the effective date. In March 2005, the
      SEC
      issued Staff Accounting Bulletin No. 107, "*Share-based Payment*" (SAB
      No. 107), relating to SFAS No. 123(R). We have applied the provisions of SAB
      No.
      107 in our adoption.





11
 *Table
            of Contents*




**MEDIACOM
        COMMUNICATIONS CORPORATION AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
  **Impact
        of the Adoption of SFAS No. 123(R)**
  Upon
          adoption of SFAS 123(R), the Company recognizes share-based compensation
          expenses associated with share awards on a straight-line basis over the
          requisite service period using the fair value method. The incremental
          share-based compensation expense recognized due to the adoption of SFAS
          123(R)
          was $0.7 million for the three months ended March 31, 2006. Compensation
          expense
          related to restricted stock units was recognized before the implementation
          of
          SFAS No. 123(R). Results for prior periods have not been restated.


Total
      share-based compensation for the three month period ended March 31, 2006 was
      as
      follows (all dollar amounts in thousands except per share data):





**Three
                    Months Ended**
                  **March
                    31,**
                  **2006**Share-based
                compensation expense by type of award:Employee
                stock options
            
            $
            575Employee
                stock purchase plan
            
            
            176Restricted
                stock units
            
            
            404Total
                share-based compensation expense
            
            
            1,155Tax
                effect on stock-based compensation expense
            
            
            -Net
                effect on net loss
            
            $
            (1,155
            )Effect
                on loss per share:Basic
                and diluted
            
            $
            (0.01
            )







As
      required by SFAS No. 123(R), the Company made an estimate of expected
      forfeitures and is recognizing compensation costs only for those equity awards
      expected to vest. The cumulative effect of initially adopting SFAS No. 123(R)
      was not material. The total future compensation cost related to unvested
      share-based awards that are expected to vest was $9.7 million as of March 31,
      2006, which will be recognized over a weighted average period of 2.8 years.




In
        November 2005, the FASB issued FASB Staff Position No. FAS 123(R)-3, Transition
        Election Related to Accounting for Tax Effects of Shared-Based Payment Awards.
        The Company has not yet adopted a method for calculating tax effects of
        share-based compensation pursuant to SFAS No. 123(R).




**Pro
      Forma Information for Periods Prior to the Adoption of SFAS
      No. 123(R)**




Prior
      to
      January 1, 2006, the Company accounted for share-based compensation in
      accordance with APB No. 25, as permitted by SFAS No. 123, and accordingly did
      not recognize compensation expense for stock options with an exercise price
      equal to or greater than the market price of the underlying stock at the date
      of
      grant. Had the fair value method prescribed by SFAS No. 123 been applied, the
      effect on net loss and loss per share would have been as follows for the three
      months ended March 31, 2005 (dollars in thousands, except per share
      data):





**Three
                    Months Ended**
                  **March
                    31,**
                  **2005**Net
                loss as reported
            
            $
            (841
            )Add:Total
                  share-based compensation expense included in net loss as reported
                  above
            
            
            151Deduct: 
                Total share-based compensation expense determined under fair value
                based
                method for all awards
            
            
            (1,266
            )Pro
                forma net loss
            
            $
            (1,956
            )Basic
                and diluted loss per share:As
                reported
            
            $
            (0.01
            )Pro
                forma
            
            $
            (0.02
            )




12
 *Table
            of Contents*


**MEDIACOM
        COMMUNICATIONS CORPORATION AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
  **Valuation
        Assumptions**


As
      required by SFAS 123(R), the Company estimated the fair value of stock options
      using the Black-Scholes valuation model and the straight-line attribution
      approach with the following weighted average assumptions:





**Employee
                Stock Option Plans**
              **Three
                Months Ended**
              **March
                31,**
            
            **Employee
                Stock Purchase Plans**
              **Three
                Months Ended**
              **March
                31,****2006**
            
            **2005**
            
            **2006**
            
            **2005**Dividend
                yield
            
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %Expected
                volatility
            
            
            55.3
            %
            
            45.0
            %
            
            33.0
            %
            
            45.0
            %Risk
                free interest rate
            
            
            4.8
            %
            
            3.4
            %
            
            4.8
            %
            
            3.7
            %Expected
                option life (in years)
            
            
            4.1
            
            
            6.0
            
            
            0.5
            
            
            0.5Forfeiture
                rate
            
            
            14.0
            %
            
            14.0
            %
            
            -
            
            
            -




The
      Company does not expect to declare dividends. Expected volatility is based
      on a
      combination of implied and historical volatility of the Company’s Class A common
      stock. Prior to January 1, 2006, the Company used historical data and other
      factors to estimate the option life of the share-based payments granted. For
      the
      three months ended March 31, 2006, the Company elected the simplified method
      in
      accordance with SAB 107 to estimate the option life of share-based awards.
      The risk free rate is based on the U.S. Treasury yield in effect at the date
      of
      grant. The forfeiture rate is based on trends in actual option
      forfeitures.





***Stock
      Option Plan***





In
      April
      2003, MCC’s Board of Directors adopted the Company’s 2003 Incentive Plan, or the
“2003 Plan”, which amended and restated the Company’s 1999 Stock Option Plan and
      incorporated into the 2003 Plan options that were previously granted outside
      the
      1999 Stock Option Plan. The 2003 Plan was approved by MCC’s stockholders in June
      2003. The 2003 Plan provides for the grant of incentive stock options,
      nonqualified stock options, restricted shares, and other share-based awards,
      in
      addition to annual incentive awards.





13
 *Table
            of Contents*




**MEDIACOM
        COMMUNICATIONS CORPORATION AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**


The
      following table summarizes the activity of the Company’s option plans for the
      three months ended March 31, 2006:





**Shares**
            
            **Weighted
                Average**
              **Exercise
                Price**
            
            **Weighted
                Average**
              **Remaining**
              **Contractual**
              **Term**
              **(in
                years)**Outstanding
                at January 1, 2006
            
            
            4,931,915
            
            $
            14.12Granted
            
            
            400,000
            
            
            5.77Exercised
            
            
            -
            
            
            -Forfeited
            
            
            (48,615
            )
            
            13.40Expired
            
            
            -
            
            
            -Outstanding
                at March 31, 2006
            
            
            5,283,300
            
            $
            13.36
            
            
            5.2Exercisable
                at March 31, 2006
            
            
            3,826,963
            
            $
            15.68
            
            
            4.9




The
      weighted average fair value at the date of grant of a Class A common stock
      option granted under the Company’s option plan during the three months ended
      March 31, 2006 and 2005 was $5.72 and $5.91, respectively. During the three
      months ended March 31, 2006, approximately 259,685 shares vested with a weighted
      average exercise price of $9.26.





The
      following table summarizes information concerning stock options outstanding
      as
      of March 31, 2006:





**Options
                Outstanding**
            
            **Options
                Exercisable****Range
                of**
              **Exercise**
              **Prices**
            
            **Number
                of**
              **Shares**
              **Outstanding**
            
            **Weighted**
              **Average**
              **Remaining**
              **Contractual**
              **Life**
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**
            
            **Aggregate**
              **Intrinsic**
              **Value**
              **(in****thousands)**
            
            **Number
                of**
              **Shares**
              **Outstanding**
            
            **Weighted**
              **Average**
              **Remaining**
              **Contractual**
              **Life**
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**
            
            **Aggregate**
              **Intrinsic**
              **Value**
              **(in****thousands)**$5.00
                - $12.00
            
            
            2,580,260
            
            
            6.4
                years
            
            $
            7.81
            
            $
            104
            
            
            1,141,973
            
            
            6.7
                years
            
            $
            8.61
            
            $
            22$12.01
                - $18.00
            
            
            483,900
            
            
            4.9
                years
            
            
            17.11
            
            
            -
            
            
            468,390
            
            
            4.9
                years
            
            
            17.17
            
            
            -$18.01
                - $22.00
            
            
            2,219,050
            
            
            3.8
                years
            
            
            19.01
            
            
            -
            
            
            2,216,600
            
            
            3.7
                years
            
            
            19.00
            
            
            -5,283,300
            
            
            5.2
                years
            
            $
            13.36
            
            $
            104
            
            
            3,826,963
            
            
            4.9
                years
            
            $
            15.68
            
            $
            22




The
      aggregate intrinsic value in the table above represents the total pre-tax
      intrinsic value, based on the Company’s average stock price of $5.80 per share
      during the three months ended March 31, 2006, which would have been received
      by
      the option holders had all option holders exercised their options as of that
      date.





***Restricted
      Stock Units***





The
      Company grants restricted stock units to certain employees and directors
      (“participants”) in Class A common stock. Awards of restricted stock units
      ("RSUs") are valued by reference to shares of common stock that entitle
      participants to receive, upon the settlement of the unit, one share of common
      stock for each unit. The awards are subject to annual vesting periods not
      exceeding 4 years from the date of grant. The Company made estimates of expected
      forfeitures based on historic voluntary termination behavior and trends of
      actual RSU forfeitures and recognized compensation costs for equity awards
      expected to vest. The intrinsic value of outstanding RSUs, based on the
      Company’s average stock price of $5.80 per share during the three months ended
      March 31, 2006, was $8.8 million.





14
 *Table
            of Contents*


**MEDIACOM
        COMMUNICATIONS CORPORATION AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**


The
      following table summarizes the activity of the Company’s restricted stock unit
      awards for the three months ended March 31, 2006:





**Number
                of Non-Vested**
              **Share
                Unit Awards**
            
            **Weighted**
              **Average
                Grant**
              **Date
                Fair Value**Unvested
                Awards at January 1, 2006
            
            
            1,132,300
            
            $
            5.46Granted
            
            
            411,700
            
            
            5.74Awards
                Vested
            
            
            (27,500
            )
            
            5.69Forfeited
            
            
            (5,725
            )
            
            5.70Unvested
                Awards at March 31, 2006
            
            
            1,510,775
            
            $
            5.53




***Employee
      Stock Purchase Plan***





The
      Company maintains an employee stock purchase plan (“ESPP”). Under the plan, all
      employees are allowed to participate in the purchase of MCC’s Class A common
      stock at 85% of the lower of the fair market value on the first or last day
      of each six month offering period. Shares purchased by employees amounted to
      94,317 and 85,716 for the three months ended for March 31, 2006 and 2005,
      respectively. The net proceeds to the Company were approximately $0.5 million
      for each of the periods ended March 31, 2006 and 2005, respectively.
      Compensation expense related to the adoption of SFAS 123(R) was $0.2 million
      for
      the three months ended March 31, 2006. Compensation expense was not recorded
      on
      the issuance of these shares in accordance with APB No. 25 for the three months
      ended March 31, 2005.





**(9)**
            **Commitments
                and Contingencies**





***Legal
      Proceedings***





Mediacom
      LLC, a wholly owned subsidiary of the Company, is named as a defendant in a
      putative class action, captioned *Gary
      Ogg and Janice Ogg v. Mediacom, LLC* (Case
      No. CV101-2809CC), pending  in
      the
      Circuit Court of Clay County, Missouri, by which the plaintiffs are seeking
      class-based damages for an alleged trespass.  The lawsuit was originally
      filed on April 24, 2001.  Pursuant to license agreements with the relevant
      state and county authorities and utility companies, Mediacom LLC placed
      interconnect fiber optic cable within state and county highway rights-of-way
      and
      on existing utility easements in areas of Missouri not presently served by
      a
      cable franchise.  The lawsuit alleges that Mediacom LLC was required but
      failed to obtain permission from the adjoining landowners to place the
      cable.  The lawsuit has not made a claim for specified damages.  An
      order declaring that this action is appropriate for class relief was entered
      on
      April 14, 2006, and Mediacom LLC is currently pursuing its appellate remedies
      with respect to that order.  Mediacom LLC intends to vigorously defend
      against any claims made by the plaintiffs.  Mediacom LLC has tendered the
      lawsuit to its insurance carrier for defense and indemnification.  The
      carrier has agreed to defend Mediacom LLC under a reservation of rights, and
      a
      declaratory judgment action is pending regarding the carrier's defense and
      coverage responsibilities.  Mediacom LLC is unable to reasonably evaluate
      the likelihood of an unfavorable outcome or quantify the possible damages,
      if
      any, associated with these matters, or judge whether or not those damages would
      be material to its consolidated financial position, results of operations,
      cash
      flows or business.





The
      Company is involved in various legal actions arising in the ordinary course
      of
      business. In the opinion of management, the ultimate disposition of these
      matters will not have a material adverse effect on the Company’s consolidated
      financial position, results of operations, cash flows or business.





15
 *Table
            of Contents*


**MEDIACOM
        COMMUNICATIONS CORPORATION AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**


**(10)**
            **Income
                Taxes**





During
      the quarter ended March 31, 2006, the Company determined that an additional
      portion of its deferred tax assets from net operating loss carryforwards
      will not be realized under the more-likely-than-not standard required by SFAS
      No. 109, “ *Accounting
      for Income Taxes.”* As a
      result, the Company increased its valuation allowance and recognized a $32.1
      million corresponding non-cash charge to income tax expense for the three months
      ended March 31, 2006. This amount represents the portion of deferred tax
      liabilities related to the basis differences of the Company’s indefinite-lived
      intangible assets.




**(11)**
            **Related
                Party Transactions**





Mediacom
      Management Corporation (“Mediacom Management”), a Delaware corporation, holds a
      1% direct ownership interest in Mediacom California LLC, which in turn holds
      a
      1% interest in Mediacom Arizona LLC. These ownership interests represent less
      than 1% of the Company’s total revenues. Mediacom Management is wholly-owned by
      the Chairman and CEO of MCC.





One
      of
      the Company’s directors is a partner of a law firm that performs various legal
      services for the Company. For the three months ended March 31, 2006 and 2005,
      there were no amounts paid to this law firm for services performed.





**(12)**
            **Subsequent
                Events**




On
      May 5,
      2006, the operating subsidiaries of Mediacom LLC refinanced a $543.1 million
      term loan with a new term loan in the amount of $650.0 million. Borrowings
      under
      the new term loan bear interest at a rate that is 0.5% less than the interest
      rate of the term loan that it replaced. The new term loan matures in January
      2015, whereas the term loan it replaced had a maturity of February
      2013.





On
      May 5,
      2006, the operating subsidiaries of Mediacom Broadband LLC, one of the Company's
      wholly-owned subsidiaries, refinanced a $495.0 million term loan with a new
      term loan in the amount of $800.0 million. The new term loan consists of two
      tranches: (i) a $550.0 million term loan which was funded on May 5, 2006; and
      (ii) a $250.0 million delayed-draw term loan which the operating
      subsidiaries may borrow at any time until July 1, 2006. Borrowings under
      the new term loan bear interest at a rate that is 0.25% less than the interest
      rate of the term loan that it replaced. The new term loan matures in January
      2015, whereas the term loan it replaced had a maturity of February
      2014.





16
 *Table
            of Contents*




**ITEM
                2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**





The
      following discussion should be read in conjunction with the Company’s unaudited
      consolidated financial statements as of, and for the three months ended, March
      31, 2006 and 2005, and with the Company’s annual report on Form 10-K for the
      year ended December 31, 2005.





**Overview**





Mediacom
      Communications Corporation is the nation’s eighth largest cable television
      company based on customers served and the leading cable operator focused on
      serving the smaller cities and towns in the United States. Through our
      interactive broadband network, we provide our customers with a wide array of
      broadband products and services, including video services, such as
      video-on-demand (“VOD”), high-definition television (“HDTV”) and digital video
      recorders (“DVRs”), high-speed data access (“HSD”), and phone service. Where our
      phone service is available, we offer triple-play bundles of video, HSD and
      voice. Bundled products and services offer our customers a single provider
      contact for ordering, provisioning, billing and customer care.





As
      of
      March 31, 2006, our cable systems passed an estimated 2.81 million homes and
      served 1.42 million basic video subscribers in 23 states. We provide digital
      video services to 497,000 digital customers, representing a penetration of
      35.0%
      of our basic subscribers. We also currently provide HSD to 504,000 data
      customers, representing a penetration of 17.9% of our estimated homes passed.
      We
      introduced phone service during the second quarter of 2005 and marketed and
      provided service to about 1.6 million homes and 46,000 customers, respectively
      as of March 31, 2006.




Adjusted
        operating income before depreciation and amortization (“Adjusted OIBDA”) noted
        below represents operating income before depreciation and amortization and
        non-cash stock compensation charges. Adjusted OIBDA is not a financial measure
        calculated in accordance with generally accepted accounting principles (“GAAP”)
        in the United States of America. However, Adjusted OIBDA is one of the primary
        measures used by management to evaluate our performance and to forecast future
        results. We believe Adjusted OIBDA is useful for investors because it enables
        them to assess our performance in a manner similar to the method used by
        management, and provides a measure that can be used to analyze, value and
        compare our performance with other companies in our business, although our
        measure may not be directly comparable to similar measures used by other
        companies. In addition, our debt agreements use Adjusted OIBDA in their covenant
        calculations.
 
 Limitations
        of this measure, however, are 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, and non-cash
        stock compensation charges. Therefore, Adjusted OIBDA should not be regarded
        as
        a substitute for operating income, net income (loss), or net cash flows provided
        from operating activities, or other measures of performance or liquidity
        we have
        reported in accordance with GAAP. We believe that operating income is the
        most
        directly comparable GAAP financial measure to Adjusted OIBDA. Refer to Note
        8 of
        our financial statements for more information on non-cash stock compensation
        costs.




**Actual
      Results of Operations**





***Three
      Months Ended March 31, 2006 Compared to Three Months Ended March 31,
      2005***





The
      following table sets forth the unaudited consolidated statements of operations
      for the three months ended March 31, 2006 and 2005 (dollars in thousands and
      percentage changes that are not meaningful are marked NM):





**Three
                Months Ended**
              **March
                31,****2006**
            
            **2005**
            
            **$
                Change**
            
            **%
                Change**Revenues
            
            $
            289,348
            
            $
            266,244
            
            $
            23,104
            
            
            8.7
            %Costs
                and expenses:Service
                costs
            
            
            118,523
            
            
            106,344
            
            
            12,179
            
            
            11.5
            %Selling,
                general and administrative expenses
            
            
            58,428
            
            
            55,652
            
            
            2,776
            
            
            5.0
            %Corporate
                expenses
            
            
            5,984
            
            
            5,274
            
            
            710
            
            
            13.5
            %Depreciation
                and amortization
            
            
            53,717
            
            
            53,925
            
            
            (208
            )
            
            (0.4
            %)Operating
                income
            
            
            52,696
            
            
            45,049
            
            
            7,647
            
            
            17.0
            %Interest
                expense, net
            
            
            (55,652
            )
            
            (51,274
            )
            
            (4,378
            )
            
            8.5
            %Gain
                on derivatives, net
            
            
            515
            
            
            8,070
            
            
            (7,555
            )
            
            NMOther
                expense
            
            
            (2,641
            )
            
            (2,696
            )
            
            55
            
            
            (2.0
            %)Loss
                before (provision for) benefit from income taxes
            
            
            (5,082
            )
            
            (851
            )
            
            (4,231
            )
            
            NM(Provision
                for) benefit from income taxes
            
            
            (32,126
            )
            
            10
            
            
            (32,136
            )
            
            NMNet
                loss
            
            $
            (37,208
            )
            $
            (841
            )
            $
            (36,367
            )
            
            NM




The
        following represents a reconciliation of Adjusted OIBDA to operating income,
        which is the most directly comparable GAAP measure (dollars in
        thousands):
  **Three
                    Months Ended**
                  **March
                    31,****2006**
                
                **2005**
                
                **$
                    Change**
                
                **%
                    Change**Adjusted
                    OIBDA
                
                $
                107,568
                
                $
                99,125
                
                $
                8,443
                
                
                8.5
                %Non-cash
                    stock compensation charges
                
                
                (1,155
                )
                
                (151
                )
                
                (1,004
                )
                
                NMDepreciation
                    and amortization
                
                
                (53,717
                )
                
                (53,925
                )
                
                208
                
                
                0.4
                %Operating
                    income
                
                $
                52,696
                
                $
                45,049
                
                $
                7,647
                
                
                17.0
                %




17
 *Table
            of Contents*




***Revenues***





The
      following table sets forth revenue, subscriber and monthly average revenue
      statistics for the three months ended March 31, 2006 and 2005 (dollars in
      thousands, except per subscriber data):





**Three
                  Months Ended**
                **March
                  31,****2006**
            
            **2005**
            
            **$
                Change**
            
            **%
                Change**Video
            
            $
            217,227
            
            $
            209,764
            
            $
            7,463
            
            
            3.6
            %Data
            
            
            55,092
            
            
            45,041
            
            
            10,051
            
            
            22.3
            %Phone
            
            
            3,648
            
            
            -
            
            
            3,648
            
            
            NMAdvertising
            
            
            13,381
            
            
            11,439
            
            
            1,942
            
            
            17.0
            %$
            289,348
            
            $
            266,244
            
            $
            23,104
            
            
            8.7
            %





**Three
                  Months Ended**
                **March
                  31,****2006**
            
            **2005**
            
            **Increase/(Decrease)**
            
            %
                ChangeBasic
                subscribers
            
            
            1,422,000
            
            
            1,461,000
            
            
            (39,000
            )
            
            (2.7
            %)Data
                customers
            
            
            504,000
            
            
            407,000
            
            
            97,000
            
            
            23.8
            %Phone
                customers
            
            
            46,000
            
            
            -
            
            
            46,000
            
            
            NMAverage
                monthly video revenue per basic subscriber(1)
            
            $
            50.90
            
            $
            47.91
            
            $
            2.99
            
            
            6.2
            %Average
                monthly data revenue per data subscriber(2)
            
            $
            37.40
            
            $
            38.80
            
            $
            (1.40
            )
            
            (3.6
            %)







(1) Average
      monthly video revenue per basic subscriber is calculated based on monthly video
      revenue divided by the average number of basic subscribers for the
      quarter.


(2) Average
      monthly data revenue per data subscriber is calculated based on monthly data
      revenue divided by the average number of data subscribers for the
      quarter.





Video
      revenues represent monthly subscription fees charged to customers for our core
      cable television products and services (including basic, expanded basic and
      digital cable programming services, wire maintenance, equipment rental and
      services to commercial establishments), pay-per-view charges, installation,
      reconnection and late payment fees, and other ancillary revenues. Data revenues
      primarily represent monthly subscription fees charged to customers, including
      commercial establishments, for our data products and services and equipment
      rental fees.





Revenues
      rose 8.7%, largely attributable to growth in our data customers and higher
      video
      revenues. We continue to expand the availability, and enhance the quality,
      of
      our advanced video services, such as VOD, HDTV and DVRs. Over the past two
      years, we have more than tripled the download speed of our HSD product. As
      of
      March 31, 2006, and within nine months of the initial launch of our phone
      service, we were marketing this new product to almost 1.6 million homes in
      our
      markets. We believe that bundled products and services offer our customers
      the
      convenience of having a single provider contact for ordering, scheduling,
      provisioning, billing and customer care. As a result, we grew our revenue
      generating units (“RGUs”) by 7.4% during the three months ended March 31, 2006,
      to 2.47 million from 2.30 million. RGUs represent the sum of basic subscribers
      and digital, HSD and phone customers.





Video
      revenues increased 3.6%, as a result of a higher service fees from our advanced
      video products and services and the impact of basic rate increases applied
      on
      our video subscribers. Average monthly video revenue per basic video subscriber
      increased 6.2%. During the three months ended March 31, 2006, we lost 1,000
      subscribers compared to a gain of 3,000 subscribers for the same period last
      year. Our loss of basic subscribers as of March 31, 2006, reflected losses
      during the third quarter of 2005 as a result of Hurricane Katrina. Digital
      customers increased 67,000 to 497,000 from the same period last year.





Data
      revenues rose 22.3%, **** primarily
      due to the 23.8% year-over-year increase in data customers, and to a lesser
      extent, the growth of our enterprise network business. Average monthly data
      revenue per data customer decreased 3.6% as a result of promotional offers
      during 2005.





18
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            of Contents*




In
      June
      2005, we launched Mediacom Phone, and as of March 31, 2006, our phone service
      was marketed to approximately 1.6 million of our estimated 2.8 million homes
      and
      served 46,000 customers. We expect to market Mediacom Phone to approximately
      2.5
      million homes by year-end 2006.





Advertising
      revenues increased 17.0%, as a result of stronger local and regional advertising
      .




***Costs
      and Expenses***





Service
      costs include: programming expenses; employee expenses related to wages and
      salaries of technical personnel who maintain our cable network, perform customer
      installation activities, and provide customer support; data costs, including
      costs of bandwidth connectivity and customer provisioning; and field
      operating costs, including outside contractors, vehicle, utilities and pole
      rental expenses. Programming expenses, which are generally paid on a per
      subscriber basis, have historically increased due to both increases in the
      rates
      charged for existing programming services and the introduction of new
      programming services to our customers.





Service
      costs rose 11.5%, primarily due to increases in programming costs, and, to
      a
      lesser extent, phone service and employee expenses. Programming expense, the
      largest component of service costs, increased 10.2%, principally as a result
      of
      higher unit costs charged by our programming vendors and, to a lesser extent,
      a
      benefit we recognized in the first quarter of 2005 relating to a certain
      contract renewal, offset in part by a lower base of basic subscribers. Recurring
      expenses related to our phone service grew incrementally with the increase
      of
      customers since our launch of Mediacom Phone service in the second quarter
      of
      2006. Personnel costs grew by 7.2%, due to increased headcount of our technical
      workforce for customer installation activity and higher employee related
      insurance expenses.





Selling,
      general and administrative expenses include: wages and salaries for our call
      centers, customer service and support and administrative personnel; franchise
      fees and taxes; and office costs related to billing, telecommunications,
      marketing, bad debt, advertising and office administration.





Selling,
      general and administrative expenses rose 5.0%, principally due to higher
      employee and tax expenses, offset in part by a significant decrease in marketing
      costs. Employee expenses grew 13.5%, as a result of increased headcount of
      our
      administrative, direct sales and customer service personnel. Taxes and other
      fees were higher by 14.0%, primarily due to an increase in property taxes and
      franchise fee expenses. The increase in these expenses was significantly offset
      by a 27.0% decrease in marketing costs as a result of reduced contracted third
      party sales and lower advertising expenses. Selling, general and administrative
      expenses as a percentage of revenues were 20.2% and 21.0% for the three months
      ended March 31, 2006 and 2005, respectively.





We
      expect
      continued revenue growth in advanced services, which include digital video,
      HDTV, DVRs, HSD and phone service. As a result, we expect our service costs
      and
      selling, general and administrative expenses to increase.





Corporate
      expenses reflect compensation of corporate employees and other corporate
      overhead. Corporate expenses rose 13.5%, principally due to increases in
      employee compensation which includes non-cash share-based compensation expense
      of $710,000, offset in part by a decrease in professional fees. Corporate
      expenses as a percentage of revenues were 2.1% and 2.0% for the three months
      ended March 31, 2006 and 2005, respectively.




***Adjusted
        OIBDA***
 
 Adjusted
        OIBDA rose 8.5%, principally due to revenue growth, partially offset by higher
        costs and expenses.


***Operating
      Income***





Operating
      income grew 17.0%, largely due to growth in Adjusted OIBDA and
      relatively unchanged depreciation and amortization expense.




***Interest
      Expense, Net***





Interest
      expense, net, increased by 8.5%, primarily due to higher market interest rates
      on variable rate debt and to a lesser extent, higher average
      indebtedness.





19
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            of Contents*




***Gain
      on Derivatives, Net***





We
      enter
      into interest rate exchange agreements or “interest rate swaps,” with
      counterparties to fix the interest rate on a portion of our variable rate debt
      to reduce the potential volatility in our interest expense that would otherwise
      result from changes in variable market interest rates. As of March 31, 2006
      we
      had interest rate swaps with an aggregate principal amount of $800.0 million.
      The changes in their mark-to-market values are derived from changes in market
      interest rates, the decrease in their time to maturity and the creditworthiness
      of the counterparties. As a result of the quarterly mark-to-market valuation
      of
      these interest rate swaps, we recorded a gain on derivatives amounting to $0.5
      million and $8.1 million for the three months ended March 31, 2006 and 2005,
      respectively.





***Other
      Expense***





Other
      expense was $2.6 million and $2.7 million for the three months ended March
      31,
      2006 and 2005, respectively. Other expense primarily represents amortization
      of
      deferred financing costs and fees on unused credit commitments.





***(Provision
      for) Benefit from Income Taxes***





Provision
      for income taxes was approximately $32.1 million for the three months ended
      March 31, 2006, as compared to a benefit from income taxes of $10,000 for the
      three months ended March 31, 2005. During the quarter ended March 31, 2006,
      based on our assessment of the facts and circumstances, we determined that
      an
      additional portion of our deferred tax assets from net operating loss
      carryforwards will not be realized under the more-likely-than-not standard
      required by SFAS No. 109. As
      a
      result, we increased our valuation allowance and recognized a $32.1 million
      corresponding non-cash charge to income tax expense for the three months ended
      March 31, 2006. This amount represents the portion of deferred tax liabilities
      related to the basis differences of our indefinite-lived intangible assets.





***Net
      Loss***





As
      a
      result of the factors described above, we incurred a net loss for the three
      months ended March 31, 2006 of $37.2 million, as compared to net loss of $0.8
      million for the three months ended March 31, 2005.





**Liquidity
      and Capital Resources**





***Overview***





We
      have
      invested, and will continue to invest, in our network to enhance its reliability
      and capacity, and in the further deployment of advanced broadband services.
      Our
      capital spending has recently shifted away from network upgrade investments
      to
      the deployment of VOD, HDTV, DVRs, HSD and phone services. We also may continue
      to make strategic acquisitions of cable systems. We have a high level of
      indebtedness and incur significant amounts of interest expense each year. We
      believe that we will meet our debt service, capital spending and other
      requirements through a combination of our net cash flows from operating
      activities, borrowing availability under our bank credit facilities and our
      ability to secure future external financing.





As
      of
      March 31, 2006, our total debt was $3.09 billion. Of this amount, $228.4 million
      matures within the twelve months ending March 31, 2007. During the three months
      ended March 31, 2006, we paid cash interest of $77.6 million. Our cash interest
      payments have historically been higher in the first and third calendar quarters
      of the year due to the timing of the cash interest payments on our senior notes
      and convertible senior notes.





Most
      of
      our debt maturing within the twelve months ending March 31, 2007, consists
      of
      $172.5 million of convertible notes due July 1, 2006. Although we have not
      yet
      determined how we will satisfy that obligation, several alternatives may be
      available to us, including the repayment of the notes with availability under
      our subsidiary credit facilities. As of March 31, 2006, we had unused revolving
      credit commitments of $813.0 million, all of which could be borrowed and used
      for general corporate purposes based on the terms and conditions of our debt
      arrangements.





20
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On
      May 5,
      2006, we refinanced a $543.1 million term loan with a new term loan in the
      amount of $650.0 million. Borrowings under the new term loan bear interest
      at a
      rate that is 0.5% less than the interest rate of the term loan that it replaced.
      The new term loan matures in January 2015, whereas the term loan it replaced
      had
      a maturity of February 2013.





On
      May 5,
      2006, we refinanced a $495.0 million term loan with a new term loan in the
      amount of $800.0 million. The new term loan consists of two tranches: (i) a
      $550.0 million term loan which was funded on May 5, 2006; and (ii) a $250.0
      million delayed-draw term loan which we may borrow at any time until July 1,
      2006. Borrowings under the new term loan bear interest at a rate that is 0.25%
      less than the interest rate of the term loan that it replaced. The new term
      loan
      matures in January 2015, whereas the term loan it replaced had a maturity of
      February 2014.




As
        of
        March 31, 2006, after giving effect to these refinancings but excluding any
        borrowings under the $250.0 million delayed-draw term loan, we had unused
        credit
        commitments of about $961.0 million, all of which could be borrowed and used
        for
        general corporate purposes based on the terms and conditions of our debt
        arrangements.  As of March 31, 2006, after giving effect to these
        refinancings and assuming that the $250.0 million delayed-draw term loan
        is
        borrowed in full, we had unused credit commitments of about $1,011.0 million,
        all of which could be borrowed and used for general corporate purposes based
        on
        the terms and conditions of our debt arrangements.





For
      all
      periods through March 31, 2006, we were in compliance with all of the covenants
      under our debt arrangements. Continued access to our credit facilities is
      subject to our remaining in compliance with the covenants of these credit
      facilities, including covenants tied to our operating performance. We believe
      that we will not have any difficulty in the foreseeable future complying with
      these covenants and that we will meet our current and long-term debt service,
      capital spending and other cash requirements through a combination of our net
      cash flows from operating activities, borrowing availability under our bank
      credit facilities and our ability to secure future external financing. However,
      there can be no assurance that we will be able to obtain sufficient future
      financing, or, if we were able to do so, that the terms would be favorable
      to
      us. We expect that we will continue to be able to generate funds and obtain
      financing sufficient to service our long-term business plan, service our debt
      obligations and complete any future acquisitions if the opportunities
      arise.





***Operating
      Activities***





Net
      cash
      flows provided by operating activities were $32.8 million for the three months
      ended March 31, 2006, as compared to $29.3 million for the comparable period
      last year. The change of $3.5 million is primarily due to higher operating
      income, a net increase in operating assets and liabilities offset in part by
      an
      increase in cash paid for interest.





Operating
      income increased $7.6 million principally from higher revenues. The change
      in
      operating assets and liabilities was lower by $0.5 million due to the timing
      of
      our cash payments and cash receipts. We made cash interest payments of $77.6
      million and $70.6 million for the three months ended March 31, 2006 and 2005,
      respectively.





***Investing
      Activities***





Net
      cash
      flows used in investing activities were $47.6 million for the three months
      ended
      March 31, 2006, as compared to $54.8 million for the prior year consisted of
      capital expenditures. Capital expenditures decreased $7.2 million mainly due
      to
      lower spending on customer premise equipment.





***Financing
      Activities***





Net
      cash
      flows provided by financing activities were $18.4 million for the three months
      ended March 31, 2006, as compared to net cash flows used in financing activities
      of $7.5 million for the comparable period in 2005. Our principal financing
      activities included the following:





**•** Net
      borrowings under our credit facilities of $33.4 million to fund operations
      and
      the share repurchase of our Class A common stock.





21
 *Table
            of Contents*




**•** Pursuant
      to our Board authorized share repurchase program, we repurchased approximately
      3.9 million shares of our Class A common stock for approximately $22.0 million
      during the three months ended March 31, 2006.




**Contractual
      Obligations and Commercial Commitments**




There
      have been no material changes to the Company’s contractual obligationsand commercial commitmentsas
      previously disclosed in the Company’s Annual Report on Form 10-K for the year
      ended December 31, 2005.




**Critical
      Accounting Judgments and Estimates**





The
      preparation of our financial statements requires us to make estimates and
      assumptions that affect the reported amounts of assets, liabilities, revenues
      and expenses, and related disclosure of contingent assets and liabilities.
      Periodically, we evaluate our estimates, including those related to doubtful
      accounts, long-lived assets, capitalized costs and accruals. We base our
      estimates on historical experience and on various other assumptions that we
      believe are reasonable. Actual results may differ from these estimates under
      different assumptions or conditions.





***Share-based
      Compensation***





We
      estimate the fair value of stock options granted using the Black-Scholes
      option-pricing model. This fair value is then amortized on a straight-line
      basis
      over the requisite service periods of the awards, which is generally the vesting
      period. This option-pricing model requires the input of highly subjective
      assumptions, including the option’s expected life and the price volatility of
      the underlying stock. The estimation of stock awards that will ultimately vest
      requires judgment, and to the extent actual results or updated estimates differ
      from our current estimates, such amounts will be recorded as a cumulative
      adjustment in the periods the estimates are revised. Actual results, and future
      changes in estimates, may differ substantially from our current estimates.





For
      a
      discussion of other critical accounting judgments and estimates we identified
      that we believe require significant judgment in the preparation of our
      consolidated financial statements, please refer to our Form 10-K for the year
      ended December 31 2005.





**Inflation
      and Changing Prices**





Our
      systems’ costs and expenses are subject to inflation and price fluctuations.
      Such changes in costs and expenses can generally be passed through to
      subscribers. Programming costs have historically increased at rates in excess
      of
      inflation and are expected to continue to do so. We believe that under the
      Federal Communications Commission’s existing cable rate regulations we may
      increase rates for cable television services to more than cover any increases
      in
      programming. However, competitive conditions and other factors in the
      marketplace may limit our ability to increase our rates.





22
 *Table
            of Contents*





**ITEM3.**
            **QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK**





There
      have been no significant changes to the information required under this Item
      from what was disclosed in our 2005 Form 10-K.





**ITEM4.**
            **CONTROLS
                AND PROCEDURES**




Our
      management carried out an evaluation, with the participation of our Chief
      Executive Officer and Chief Financial Officer, of the effectiveness of our
      disclosure controls and procedures as of March 31, 2006. Based upon that
      evaluation, our Chief Executive Officer and Chief Financial Officer concluded
      that our disclosure controls and procedures were effective to ensure that
      information required to be disclosed by us in reports that we file or submit
      under the Securities Exchange Act of 1934 is recorded, processed, summarized
      and
      reported within the time periods specified in the rules and forms of the
      Securities and Exchange Commission. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed by an issuer in the reports that it files or submits
      under the Exchange Act are accumulated and communicated to the issuer's
      management, including its principal executive and principal financial officers,
      or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure.





There
      has
      not been any change in our internal control over financial reporting in
      connection with the evaluation required by Rule 13a-15(d) under the Exchange
      Act
      that occurred during the quarter ended March 31, 2006 that has materially
      affected, or is reasonably likely to materially affect, our internal control
      over financial reporting.




23
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            of Contents*





**PART
      II**




**ITEM
                1.**
            **LEGAL
                PROCEEDINGS**





See
      Note
      9 to our consolidated financial statements.





**ITEM
                1A.**
            **RISK
                FACTORS**





There
      have been no material changes in the risk factors from those disclosed in our
      risk factors section in Item 1A of our 2005 Form 10-K.





**ITEM2.**
            **UNREGISTERED
                SALE OF EQUITY SECURITIES AND USE OF
                PROCEEDS**





During
      the quarter ended March 31, 2006, we granted stock options to certain of our
      employees and non-employee directors to purchase an aggregate of 400,000 shares
      of Class A common stock at exercise prices ranging from $5.68 to $5.83 per
      share. The grant of stock options to the employees and non-employee directors
      was not registered under the Securities Act of 1933 because the stock options
      either did not involve an offer or sale for purposes of Section 2(a)(3) of
      the
      Securities Act of 1933, in reliance on the fact that the stock options were
      granted for no consideration, or were offered and sold in transactions not
      involving a public offering, exempt from registration under the Securities
      Act
      of 1933 pursuant to Section 4(2).





The
      following is a summary of our share repurchases of our Class A common stock
      during the first quarter of 2006 under our Board-authorized repurchase
      program:




**Period**
            
            **Total
                    Number**
                  **of
                    Shares**
                  **Purchased**
            **(1)**
            **Average
                  Price**
                **Per
                  Share**
            
            **Total
                      Number of**
                    **Shares
                      Purchased**
                    **as
                      Part of Publicly**
                    **Announced
                      Program**
            
            **Total**
                    **Dollars
                      Purchased**
                    **Under
                      the**
                    **Program**
            
            **Approxiamte
                Dollar**
              **Value
                of Shares that**
              **May
                Yet Be**
              **Purchased
                Under**
              **the
                Program**
            **(2)**January
            
            
            1,650,000
            
            $
            5.70
            
            
            1,650,000
            
            $
            9,410,227
            
            $
            13,953,640February
            
            
            466,300
            
            
            5.82
            
            
            466,300
            
            
            2,715,192
            
            
            61,238,448March
            
            
            1,745,000
            
            
            5.63
            
            
            1,745,000
            
            
            9,824,746
            
            
            51,413,702First
                Quarter 2006
            
            
            3,861,300
            
            $
            5.68
            
            
            3,861,300
            
            $
            21,950,165
            
            $
            51,413,702





(1) Total
      number of shares purchased does not include approximately 10,305 withheld to
      satisfy tax withholding obligations on vesting of restricted stock units.





(2) A
      $50.0
      million share repurchase plan was authorized by our Board of Directors in May
      2000 and reaffirmed in August 2004. On February 21, 2006, our Board authorized
      an additional $50.0 million stock repurchase program.








**ITEM5.**
            **OTHER
                INFORMATION**





On
      May 5,
      2006, the operating subsidiaries of Mediacom LLC refinanced a $543.1 million
      term loan with a new term loan in the amount of $650.0 million. Borrowings
      under
      the new term loan bear interest at a floating rate or rates equal to, at the
      option of the operating subsidiaries, the LIBOR rate or the prime rate, plus
      a
      margin specified in their credit facility. The margin of the new term
      loan is 0.5% less than the margin of the term loan that it replaced. The
      new term loan matures in January 2015, whereas the term loan it replaced had
      a
      maturity of February 2013. The obligations of the operating subsidiaries under
      the new term loan are governed by the terms of their credit
      facility.





On
      May 5,
      2006, the operating subsidiaries of Mediacom Broadband LLC refinanced a $495.0
      million term loan with a new term loan in the amount of $800.0 million. The
      new
      term loan consists of two tranches: (i) a $550.0 million term loan which was
      funded on May 5, 2006; and (ii) a $250.0 million delayed-draw term loan
      which the operating subsidiaries may borrow at any time until July 1,
      2006. Borrowings under the new term loan bear interest at a floating rate or
      rates equal to, at the option of the operating subsidiaries, the LIBOR rate
      or
      the prime rate, plus a margin specified in their credit facility. The margin
      of
      the new term loan is 0.25% less than the interest rate of the term loan that
      it
      replaced. The new term loan matures in January 2015, whereas the term loan
      it
      replaced had a maturity of February 2014. The obligations of the operating
      subsidiaries under the new term loan are governed by the terms of their credit
      facility.




Proceeds
      from each new term loan were used to pay in full the outstanding indebtedness
      of
      the term loan it replaced and to reduce the outstanding balance
      of the revolving credit portion of each credit 
facility.




24
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JPMorgan
      Chase Bank (the administrative agent of the credit facilities), several of
      the
      lenders of the Broadband credit facility or their respective affiliates have
      in
      the past performed, and may in the future from time to time perform, investment
      banking, financial advisory, lending and/or commercial banking services for
      the
      Registrant and certain of its subsidiaries and affiliates, for which service
      they have in the past received, and may in the future receive, customary
      compensation and reimbursement of expenses.





**ITEM
                6.**
            **EXHIBITS**





**Exhibit**
                **Number**
              
              **Exhibit
                  Description**10.1
                  *
              
              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 agent10.2
                  *
              
              Incremental
                  Facility Agreement, dated as of May 5, 2006, between the operating
                  subsidiaries of Mediacom Broadband LLC, the lenders signatory thereto
                  and
                  JPMorgan Chase Bank, N.A., as administrative agent10.3
                  *
              
              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.10.4
                  *
              
              Amendment
                  No. 2, dated as of May 5, 2006, to the Amendment and Restatement,
                  dated as
                  of December 16, 2004, of Credit Agreement, dated as of July 18,
                  2001,
                  among the operating subsidiaries of Mediacom Broadband LLC, the
                  lenders
                  thereto and JP Morgan Chase Bank, as administrative agent for the
                  lenders.31.1
              
              Rule
                  13a-14(a) Certifications32.1
              
              Section
                  1350 Certifications







*
              Previously
                  filed with this Form 10-Q.




25
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            of Contents*





**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
                    COMMUNICATIONS CORPORATION**June
                    28, 2006
                By:
                /s/
                    MARK E. STEPHAN**Mark
                    E. Stephan**Executive
                    Vice President and Chief Financial Officer




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