**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q/A**


**(Amendment
      No. 2)**





**Quarterly
      Report Pursuant to Section 13 or 15(d) of the**


**Securities
      Exchange Act of 1934**





***For
      the quarterly period ended September 30, 2005***





**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. Yes R No £





Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act). Yes R No £





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





As
      of
      October 31, 2005 there were 89,614,692 shares of Class A common stock and
      27,336,939 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 September 30, 2005, filed on November 9, 2005,
      as set forth in this Quarterly Report on Form 10-Q/A (Amendment No. 2) (the
“Form 10-Q/A”). This Form 10-Q/A amends Exhibit 31.1 (Rule 13a-14(a)
      certifications) to add paragraph number 3.




2




**MEDIACOM
      COMMUNICATIONS CORPORATION AND SUBSIDIARIES**







**FORM
      10-Q/A**


**FOR
      THE PERIOD ENDED SEPTEMBER 30, 2005**





**TABLE
      OF CONTENTS**





**PART
                I****Item
                2.**
            **Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations****PART
                II****Item
                6.**
            **Exhibits**








This
      Quarterly Report contains certain forward-looking statements relating to future
      events and 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 “continues” 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: competition in our video, high-speed Internet access and telephone
      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 the other risks and uncertainties
      discussed in our Annual Report on Form 10-K for the year ended December 31,
      2004
      and other reports or documents that we file from time to time with the
      Securities and Exchange Commission (“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 (and
      expressly disclaim any such obligation to) publicly 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.









3




**PART
      I**






**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 and nine months
      ended, September 30, 2005 and 2004, and with the Company’s annual report on Form
      10-K for the year ended December 31, 2004.





**Overview**





Mediacom
      Communications Corporation is currently 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 analog and digital video services,
      such as video-on-demand (“VOD”), high-definition television (“HDTV”) and digital
      video recorders (“DVRs”), high-speed data access (“HSD”) and, in certain
      markets, phone service. We currently offer video and HSD bundles and, with
      our
      recent introduction of phone service in certain markets, we offer triple-play
      bundles of video, HSD and voice. Bundled products and services offer our
      customers a single provider contact for provisioning, billing and customer
      care.





As
      of
      September 30, 2005, our cable systems passed an estimated 2.80 million homes
      and
      served 1.43 million basic subscribers in 23 states. We provide digital video
      services to 477,000 digital customers and HSD service to 453,000 customers,
      representing a digital penetration of 33.4% of our basic subscribers and data
      penetration of 16.2% of our estimated homes passed, respectively.





We
      have
      faced increasing levels of competition for our video programming services over
      the past few years, mostly from direct broadcast satellite (“DBS”) service
      providers. Since they have been permitted to deliver local television broadcast
      signals beginning in 1999, DirecTV, Inc. and Echostar Communications
      Corporation, the two largest DBS service providers, have increased the number
      of
      markets in which they deliver these local television signals. These
“local-into-local” launches have been the primary cause of our loss of basic
      subscribers in recent periods. As of September 30, 2005 and year-end 2004,
      competitive local-into-local services in our markets covered an estimated 92%
      of
      our basic subscribers, as compared to an estimated 62% and 28% at year-end
      2003
      and 2002, respectively. We believe, based on publicly announced new market
      launches, that DBS service providers will launch local television channels
      in
      additional markets during the rest of 2005 representing a modest amount of
      our
      subscriber base.





***Hurricane
      Losses***





In
      July
      and August 2005, as a result of Hurricanes Dennis and Katrina, our cable systems
      in areas of Alabama, Florida, and Mississippi experienced, to varying degrees,
      damage to their cable plant and other property and equipment, service
      interruption and loss of customers. Some of our customers’ homes in these areas
      also sustained varying levels of damage, including certain homes in the
      Mississippi area that were totally destroyed. Hurricanes Dennis and Katrina
      initially disrupted cable service to about 45,000 and 55,000 of our basic
      subscribers, respectively, in these states. We estimate that, as of September
      30, 2005, the hurricanes caused losses of approximately 9,000 basic subscribers,
      2,000 digital customers and 1,000 data customers, which were reflected in our
      subscriber and customer counts as of September 30, 2005. We are currently
      providing service to substantially all of the surviving households in the
      affected communities, and we expect to recover a portion of these lost customers
      as they return to the region to rebuild or repair their homes. We anticipate
      that some customers will move back into their homes or into temporary housing
      on
      their properties while repairs or rebuilding are under way, and potentially
      reconnect or reactivate our service at that time.





Our
      results of operations for the three and nine months ended September 30, 2005
      take into account service interruption credits, lost revenues and incremental
      costs caused by these hurricanes. Revenues for the three and nine months ended
      September 30, 2005 reflected approximately $0.6 million of service interruption
      credits issued to customers, $0.7 million of lost revenues from customers whose
      homes were destroyed or otherwise rendered uninhabitable and $0.2 million of
      lost revenue in the advertising sales business. We also incurred incremental
      service costs of approximately $0.5 million to cover the repair of our
      facilities, including increased employee and outside contractor costs;
      incremental selling, general and administrative costs of approximately $0.3
      million related to additional customer service employee costs required to
      support customers’ needs; and $0.6 million of additional depreciation expense
      due to the impairment of the cable plant and other property and equipment.
      Subsequent impairment charges may result as we complete our assessment of the
      damage. Capital expenditures to rebuild our cable plant and facilities and
      restore our service were approximately $4.1 million for the three and nine
      months ended September 30, 2005.





In
      September 2004, as a result of Hurricane Ivan, our cable systems in areas of
      Alabama and Florida experienced, to varying degrees, damage to cable plant
      and
      other property and equipment, service interruption and loss of customers. The
      hurricane initially disrupted cable service to over 100,000 of our basic
      subscribers in these two states. The hurricane caused losses of 9,000 basic
      subscribers, 2,000 digital customers and 1,000 data customers, which were
      reflected in our subscriber and customer counts as of September 30,
      2004.





Our
      results of operations for the three and nine months ended September 30, 2004
      take into account service interruption credits, lost revenues and incremental
      costs caused by the hurricane. Revenues for the three and nine months ended
      September 30, 2004 reflected approximately $2.9 million of service interruption
      credits issued to customers. We also incurred incremental service costs of
      approximately $0.8 million to cover the repair of the Company’s facilities,
      including increased employee and outside contractor costs; incremental selling,
      general and administrative costs of approximately $0.2 million related to
      additional customer service employee costs required to support customers’ needs;
      and $2.1 million in incremental depreciation expense due to the impairment
      of
      the cable plant and other property. Capital expenditures to rebuild our cable
      plant and facilities and restore our service were approximately $8.1 million
      and
      $1.0 million for 2004 and the nine months ended September 30, 2005,
      respectively, for Hurricane Ivan.





We
      estimate that after September 30, 2005, we may spend an additional $5.5 million
      to rebuild the remainder of our damaged cable plant and other property assuming
      the complete recovery of the affected communities, although we cannot be certain
      about the timing of such spending.





We
      are
      insured against certain hurricane-related losses, principally damage to our
      facilities, subject to varying deductible amounts. We cannot estimate at this
      time the amounts that will be ultimately recoverable under our insurance
      policies.





4


**Actual
      Results of Operations**





***Three
      Months Ended September 30, 2005 Compared To Three Months Ended
      September***  ***30,
      2004***





The
      following table sets forth the unaudited consolidated statements of operations
      for the three months ended September 30, 2005 and 2004 (dollars in thousands
      and
      percentage changes that are not meaningful are marked NM):


**Three
                Months Ended****September
                30,****2005**
            **2004**
            **$
                Change**
            **%
                Change**Revenues
            $274,959
            $261,025
            $13,934
            5.3%Costs
                and expenses:Service
                costs
            111,462
            102,131
            9,331
            9.1%Selling,
                general and administrative expenses
            58,019
            55,292
            2,727
            4.9%Corporate
                expenses
            5,466
            5,095
            371
            7.3%Depreciation
                and amortization
            54,851
            55,631
            (780)
            (1.4%)Operating
                income
            45,161
            42,876
            2,285
            5.3%Interest
                expense, net
            (52,374)
            (48,709)
            (3,665)
            7.5%Gain
                (loss) on derivatives, net
            5,092
            (4,218)
            9,310
            NMGain
                on sale of assets and investments, net
            1,445
            —
            1,445
            NMOther
                expense
            (2,047)
            (2,593)
            546
            (21.1%)Net
                loss before provision for income taxes
            (2,723)
            (12,644)
            9,921
            NMProvision
                for income taxes
            (8)
            (163)
            155
            NMNet
                loss
            $(2,731)
            $(12,807)
            $10,076
            NM





***Revenues***





The
      following table sets forth revenue information for the three months ended
      September 30, 2005 and 2004 (dollars in thousands):





**Three
                Months Ended****September
                30,****2005**
            **2004****Amount**
            **%
                of****Revenues**
            **Amount**
            **%
                of****Revenues**
            **$  
                Change**
            **%
                Change**Video
            $211,561
            77.0%
            $208,655
            79.9%
            $2,906
            1.4%Data
            49,830
            18.1%
            39,192
            15.0%
            10,638
            27.1%Advertising
            13,568
            4.9%
            13,178
            5.1%
            390
            3.0%$274,959
            100.0%
            $261,025
            100.0%
            $13,934
            5.3%





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.





Franchise
      fees charged to customers for payment to local franchising authorities are
      included in their corresponding revenue category.





Revenues
      rose 5.3%, largely attributable to an increase in data revenues.





Video
      revenues increased 1.4%, as a result of rate increases applied on our
      subscribers and higher fees from our advanced video products and services,
      offset by a 2.2% decrease of basic subscribers from 1,461,000 to 1,429,000.
      Average monthly video revenue per basic subscriber rose 4.1% from $47.12 to
      $49.06. Our loss of basic subscribers resulted from continuing competitive
      pressures by other video providers and, to a lesser extent, the impact of
      Hurricanes Dennis and Katrina.





To
      strengthen our competitiveness, we increased the emphasis on product bundling
      and on enhancing and differentiating our video products and services with new
      digital packages, VOD, HDTV, DVRs and more local programming. During 2005,
      we
      also extended the discount periods of our promotional campaigns for digital
      and
      data services from three and six months to six and twelve months. This has
      impacted the growth of our video and data revenues.





Partly
      as
      a result of these efforts, our loss of basic subscribers decreased significantly
      during the nine months ended September 30, 2005, with a net loss of 29,000
      basic
      subscribers, compared to a loss of 82,000 in the same period last year. During
      the three months ended September 30, 2005, we lost 17,000 basic subscribers,
      compared to a loss of 30,000 in the same period last year. In addition, our
      digital television product category has rebounded significantly, growing 81,000
      digital customers during the nine months ended September 30, 2005, compared
      to a
      loss of 1,000 in the same period last year. We had 477,000 digital customers
      as
      of September 30, 2005, compared to 382,000 as of September 30,
      2004.





Data
      revenues rose 27.1%, primarily due to a 29.4% year-over-year increase in data
      customers from 350,000 to 453,000, and to a much lesser extent, the growth
      of
      our commercial service and enterprise network businesses. Average monthly data
      revenue per data customer decreased from $38.59 to $37.73 largely due to
      promotional offers in 2005.





Advertising
      revenues increased 3.0%, as a result of stronger national and regional
      advertising. This was offset in part by a decline in political advertising,
      which is expected to be much lower in 2005 when compared to the 2004 election
      year.





5


***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, 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 grew 9.1% and included incremental costs related to hurricanes in 2005
      and
      2004 of $0.5 million and $0.8 million, respectively. Programming costs increased
      6.3%, as a result of lower launch support, which we receive from our programming
      suppliers in return for our carriage of their services, and higher unit costs
      charged by them, significantly offset by a lower base of basic subscribers
      during the quarter ended September 30, 2005. Employee costs grew 7.0%, primarily
      due to increased headcount and overtime of our technicians to prepare our
      network for phone service, and increased overtime for customer installation
      activity and hurricane-related repairs. Field operating costs rose 24.8%,
      primarily due to higher vehicle fuel costs and the greater use of outside
      contractors for hurricane-related repairs and customer activity typically
      performed by our service employees, and to a lesser extent, increases in routine
      plant repairs and maintenance. Service costs as a percentage of revenues were
      40.5% for the three months ended September 30, 2005, as compared to 39.1% for
      the three months ended September 30, 2004.





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 4.9% and included incremental costs
      related to hurricanes in 2005 and 2004 of $0.3 million and $0.2 million,
      respectively. Employee costs increased 18.9%, primarily due to higher staffing,
      commissions and benefit costs of customer service and direct sales personnel,
      which resulted from higher levels of customer activity. This increase in
      selling, general and administrative expense was offset in part by an 8.0%
      decrease in bad debt expense primarily as a result of a change of estimate
      in
      our advertising business to better reflect historical collection experience.
      Selling, general and administrative expenses as a percentage of revenues were
      21.1% and 21.2% for the three months ended September 30, 2005 and 2004,
      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 7.3%, principally due to increases in employee
      compensation including amortization of non-cash stock-based compensation and
      higher legal and accounting fees. Corporate expenses as a percentage of revenues
      were 2.0% and 2.0% for the three months ended September 30, 2005 and 2004,
      respectively.





Depreciation
      and amortization decreased 1.4%, as a result of asset retirements and a sale
      of
      cable system assets in 2004, offset in part by increased depreciation for
      ongoing investments to continue the rollout of products and services and for
      investments in our cable network.





***Interest
      Expense, Net***





Interest
      expense, net, increased 7.5% principally due to higher market interest rates
      on
      variable rate debt. This increase was offset in part by funding the redemption
      in April 2005 of our 81/2% Senior Notes due 2008 (“81/2% Senior Notes due 2008”)
      with lower cost bank borrowings.





***Gain
      (Loss) 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 September 30,
      2005
      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 net gain on derivatives amounting
      to
      $5.1 million for the three months ended September 30, 2005, as compared to
      a
      loss on derivatives of $4.2 million for the three months ended September 30,
      2004.





6


***Gain
      on Sale of Asset and Investments, Net***





We
      recorded a net gain on sale of assets and investments of $1.4 million for the
      three months ended September 30, 2005. The net gain for the third quarter of
      2005 was due to the sale of our remaining investment in American Independence
      Corporation common stock.





***Other
      Expense***





Other
      expense was $2.0 million and $2.6 million for the three months ended September
      30, 2005 and 2004, respectively. Other expense primarily represents amortization
      of deferred financing costs and fees on unused credit commitments.





***Provision
      for Income Taxes***





Provision
      for income taxes was approximately $80,000 for the three months ended September
      30, 2005, as compared to a provision for income taxes of $0.2 million for the
      three months ended September 30, 2004. Our income taxes relate to state income
      tax liabilities.





***Net
      Loss***





As
      a
      result of the factors described above, we incurred a net loss for the three
      months ended September 30, 2005 of $2.7 million, as compared to a net loss
      of
      $12.8 million for the three months ended September 30, 2004.





**Actual
      Results of Operations**





***Nine
      Months Ended September 30, 2005 Compared To Nine Months Ended
      September***  ***30,
      2004***





The
      following table sets forth the unaudited consolidated statements of operations
      for the nine months ended September 30, 2005 and 2004 (dollars in thousands
      and
      percentage changes that are not meaningful are marked NM):





**Nine
                Months Ended****September
                30,****2005**
            **2004**
            **$ 
                Change**
            **%
                Change**Revenues
            $818,535
            $792,063
            $26,472
            3.3%Costs
                and expenses:Service
                costs
            325,911
            303,892
            22,019
            7.2%Selling,
                general and administrative expenses
            171,763
            162,030
            9,733
            6.0%Corporate
                expenses
            16,355
            14,943
            1,412
            9.4%Depreciation
                and amortization
            162,530
            163,826
            (1,296)
            (0.8%)Operating
                income
            141,976
            147,372
            (5,396)
            (3.7%)Interest
                expense, net
            (153,784)
            (143,276)
            (10,508)
            7.3%Loss
                on early extinguishment of debt
            (4,742)
            —
            (4,742)
            NMGain
                on derivatives, net
            11,513
            9,498
            2,015
            21.2%Gain
                on sale of assets and investments, net
            2,628
            5,885
            (3,257)
            (55.3%)Other
                expense
            (7,276)
            (7,406)
            130
            (1.8%)Net
                (loss) income before benefit from (provision for) income
                taxes
            (9,685)
            12,073
            (21,758)
            NMBenefit
                from (provision for) income taxes
            124
            (490)
            614
            NMNet
                (loss) income
            $(9,561)
            $11,583
            $(21,144)
            NM








***Revenues***





The
      following table sets forth revenue information for the nine months ended
      September 30, 2005 and 2004 (dollars in thousands):





**Nine
                Months Ended****September
                30,****2005**
            **2004****Amount**
            **%
                of****Revenues**
            **Amount**
            **%
                of****Revenues**
            **$ 
                Change**
            **%
                Change**Video
            $637,256
            77.9%
            $641,322
            81.0%
            $(4,066)
            (0.6%)Data
            142,810
            17.4%
            114,385
            14.4%
            28,425
            24.9%Advertising
            38,469
            4.7%
            36,356
            4.6%
            2,113
            5.8%$818,535
            100.0%
            $792,063
            100.0%
            $26,472
            3.3%





7


Revenues
      rose 3.3%, largely attributable to an increase in data revenues.





Video
      revenues decreased 0.6%, as a result of a 2.2% reduction in basic subscribers
      from 1,461,000 as of September 30, 2004, to 1,429,000 as of September 30, 2005,
      offset in part by the impact of rate increases applied on our basic subscribers
      and higher fees from our advanced video products and services. Our loss of
      basic
      subscribers resulted from continuing competitive pressures by other video
      providers and, to a lesser extent, the impact of Hurricanes Dennis and Katrina.
      Average monthly video revenue per basic subscriber increased 3.4% from $47.44
      to
      $49.05.





To
      strengthen our competitiveness, we increased the emphasis on product bundling
      and on enhancing and differentiating our video products and services with new
      digital packages, VOD, HDTV, DVRs and more local programming. During 2005,
      we
      also extended the discount periods of our promotional campaigns for digital
      and
      data services from three and six months to six and twelve months. This has
      impacted the growth of our video and data revenues.





Data
      revenues rose 24.9%, primarily due to a 29.4% year-over-year increase in data
      customers from 350,000 to 453,000 and, to a much lesser extent, the growth
      of
      our commercial service and enterprise network businesses. Average monthly data
      revenue per data customer decreased from $40.35 to $38.67, largely due to
      promotional offers in 2005.





Advertising
      revenues increased 5.8%, as a result of stronger national and regional
      advertising. This was offset in part by a decline in political advertising,
      which is expected to be much lower in 2005 when compared to the 2004 election
      year.




***Costs
      and Expenses***





Service
      costs increased 7.2% and included incremental costs related to hurricanes in
      2005 and 2004 of $0.5 million and $0.8 million, respectively. Programming costs
      increased 4.4%, as a result of lower launch support, which we receive from
      our
      programming suppliers in return for our carriage of their services, and higher
      unit costs charged by them, significantly offset by a lower base of basic
      subscribers for the nine months ended September 30, 2005. Field operating costs
      rose 21.3%, primarily due to the greater use of outside contractors for
      hurricane-related repairs and for customer activity typically performed by
      our
      service employees and, to a lesser extent, increases in vehicle fuel costs.
      Employee costs grew 5.7%, primarily due to increased headcount and overtime
      of
      our technicians to prepare our network for phone service, and increased overtime
      for customer installation activity and hurricane-related repair, partially
      offset by a decrease in certain employee insurance expenses. Service costs
      as a
      percentage of revenues were 39.8% for the nine months ended September 30, 2005,
      as compared to 38.4% for the nine months ended September 30, 2004.





Selling,
      general and administrative expenses rose 6.0% and included incremental costs
      related to hurricanes in 2005 and 2004 of $0.3 million and $0.2 million,
      respectively. Employee costs increased 16.3%, primarily due to higher staffing
      and benefit costs as a result of higher levels of customer activity. Marketing
      costs grew 15.7% as a result of increased costs associated with contracted
      direct sales personnel and advertising campaigns to support sales of our
      products and services. This increase in selling, general and administrative
      expense was significantly offset by a 16.3% decrease in bad debt expense
      primarily as a result of more effective customer credit and collection
      activities and better collection experience in our advertising business.
      Selling, general and administrative expenses as a percentage of revenues were
      21.0% and 20.5% for the nine months ended September 30, 2005 and 2004,
      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 9.4%, principally due to increases in employee
      compensation including amortization of non-cash stock-based compensation and
      higher legal and accounting fees. Corporate expenses as a percentage of revenues
      were 2.0% and 1.9% for the nine months ended September 30, 2005 and 2004,
      respectively.





Depreciation
      and amortization decreased 0.8%, as a result of asset retirements and a sale
      of
      cable system assets in 2004, offset in part by increased depreciation for
      ongoing investments to continue the rollout of products and services and for
      investments in our cable network.





***Interest
      Expense, Net***





Interest
      expense, net, increased 7.3%, due to higher market interest rates on variable
      rate debt and to a lesser extent, slightly higher indebtedness. This increase
      was offset in part by funding the redemption in April 2005 of our 81/2% Senior
      Notes due 2008 with lower cost bank borrowings.





***Loss
      on Early Extinguishment of Debt***





The
      81/2%
      Senior Notes were redeemed at a price equal to 101.417% of the outstanding
      principal amount. As a result of the redemption, we incurred a loss on early
      extinguishment of debt of $4.7 million for the nine months ended September
      30,
      2005. The loss consisted of $2.8 million of call premium and the write-off
      of
      $1.9 million of unamortized original issue discount and deferred financing
      costs.





***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 September 30,
      2005
      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 $11.5
      million for the nine months ended September 30, 2005, as compared to a gain
      on
      derivatives of $9.5 million for the nine months ended September 30,
      2004.





***Gain
      on Sale of Asset and Investments, Net***





We
      recorded a net gain on sale of assets and investments of $2.6 million for the
      nine months ended September 30, 2005 and $5.9 million for the nine months ended
      September 30, 2004. The net gain for the nine months ended September 30, 2005
      was due to the sale of our investment in American Independence Corporation
      common stock. The net gain for the nine months ended September 30, 2004 was
      due
      to the sale of a non-strategic cable system with approximately 3,450 subscribers
      for gross proceeds of about $10.6 million.





***Other
      Expense***





Other
      expense was $7.3 million and $7.4 million for the nine months ended September
      30, 2005 and 2004, respectively. Other expense primarily represents amortization
      of deferred financing costs and fees on unused credit commitments.





8


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





Benefit
      from income taxes was approximately $0.1 million for the nine months ended
      September 30, 2005, as compared to a provision for income taxes of $0.5 million
      for the nine months ended September 30, 2004. Our income taxes relate to state
      income tax liabilities.





***Net
        Loss (Income)***





As
      a
      result of the factors described above, we incurred a net loss for the nine
      months ended September 30, 2005 of $9.6 million, as compared to net income
      of
      $11.6 million for the nine months ended September 30, 2004.




**Liquidity
      and Capital Resources**





***Overview***





As
      an
      integral part of our business plan, we have invested, and will continue to
      invest, significant amounts in our cable systems to enhance their reliability
      and capacity, which allows for the introduction of new advanced broadband
      services. Our capital investments, however, have recently shifted away from
      upgrading the cable systems’ broadband network to the deployment of new products
      and services, including digital video, VOD, HDTV, DVRs, HSD and phone. During
      2005, we expect to spend about $228 million on capital expenditures. In the
      nine
      months ended September 30, 2005, we made $179.2 million of capital expenditures,
      including $5.1 million to rebuild or replace damaged property, plant and
      equipment caused by Hurricanes Ivan, Dennis and Katrina. We estimate that after
      September 30, 2005, we may spend an additional $5.5 million to rebuild the
      remainder of our damaged cable plant and other property assuming the complete
      recovery of the affected communities, although we cannot be certain about the
      timing of such spending.





We
      have a
      significant level of debt. As of September 30, 2005, our total debt was $3.07
      billion. Of this amount, $220.9 million matures within the twelve months ending
      September 30, 2006. We continue to extend our debt maturities through the
      refinancing of debt, as discussed below. Given our level of indebtedness, we
      also have significant interest expense obligations. During the nine months
      ended
      September 30, 2005, we paid cash interest of $184.4 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.





During
      the nine months ended September 30, 2005, we generated $121.2 million of net
      cash flows from operating activities, which together with the $35.2 million
      of
      cash provided by financing activities and the $18.2 million decrease in our
      cash
      balances, funded net cash flows used in investing activities of $174.6. Our
      cash
      requirements were predominantly capital expenditures during the nine months
      ended September 30, 2005.





We
      own
      our cable systems through two principal subsidiaries, Mediacom LLC and Mediacom
      Broadband LLC. The operating subsidiaries of Mediacom LLC have a $1.15 billion
      bank credit facility expiring in 2012, of which $857.9 million was outstanding
      as of September 30, 2005. The operating subsidiaries of Mediacom Broadband
      LLC
      have a $1.4 billion bank credit facility (the “Broadband Credit Facility”)
      expiring in 2014, of which $809.0 million was outstanding as of September 30,
      2005. The Broadband Credit Facility consists of a revolving credit commitment,
      a
      $300.0 million term loan and a $500.0 million term loan. In October 2005, the
      Broadband Credit Facility was amended to increase the revolving credit
      commitment portion from approximately $543.0 million to approximately $650.5
      million, of which approximately $430.3 million is not subject to scheduled
      reductions prior to the termination date; and to extend the termination date
      of
      the commitments not subject to reductions from March 2010 to December
      2012.





As
      of
      September 30, 2005, we had unused credit commitments of about $771.7 million
      under our bank credit facilities, all of which could be borrowed and used for
      general corporate purposes based on the terms and conditions of our debt
      arrangements. As of that same date, giving effect to the amendment of the
      Broadband Credit Facility, we had unused credit commitments of about $879.2
      million, of which approximately $860.5 million could be borrowed and used for
      general corporate purposes based on the terms and conditions of our debt
      arrangements. For all periods through September 30, 2005, 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.





***Operating
      Activities***





Net
      cash
      flows provided by operating activities were $121.2 million and $172.2 million
      for the nine months ended September 30, 2005 and 2004, respectively. This
      decrease was principally due to the decline in operating income offset in part
      by the timing of cash receipts and expense in our working capital
      accounts.





***Investing
      Activities***





Net
      cash
      flows used in investing activities were $174.6 million and $119.5 million for
      the nine months ended September 30, 2005 and 2004, respectively. This increase
      was substantially due to higher capital expenditures, which rose to $179.2
      million from $126.0 million in the same period last year, resulting mainly
      from
      greater levels of customer connection activities, the rebuild of our plant
      related to damage from Hurricanes Ivan, Dennis and Katrina, and to a lesser
      extent, from network upgrades and the planned investment in our regional fiber
      network. The capital expenditures to cover the higher customer connection
      activity include increased unit purchases of customer premise equipment,
      including the more expensive HDTV and DVR set-tops, and the related installation
      costs of our technicians and outside contractors.





***Financing
      Activities***





Net
      cash
      flows provided by financing activities were $35.2 million for the three months
      ended September 30, 2005 as compared to cash used in financing activities of
      $65.0 for the nine months ended September 30, 2004. Our financing activities
      included the following:





In
      January 2005, we borrowed the full amount of our $200.0 million delayed-draw
      term loan facility and used the proceeds to reduce outstanding balances under
      our revolving credit facilities.





In
      April
      2005, we redeemed all of our outstanding 81/2% Senior Notes due April 2008.
      The
      redemption price was equal to 101.417% of the outstanding principal amount
      of
      the Notes plus accrued interest. We funded the redemption with a combination
      of
      cash on hand and borrowings under the revolving credit portion of our credit
      facilities.





In
      May
      2005, we refinanced a $496.3 million term loan with a new term loan in the
      amount of $500.0 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 it replaced.
      The
      new term loan matures in February 2014, whereas the term loan it replaced had
      a
      maturity of September 2010.





In
      August
      2005, we issued $200.0 million aggregate principal amount of 81/2% senior notes
      due October 2015 (the “81/2% Senior Notes due 2015”). The 81/2% Senior Notes due
      2015 are unsecured obligations of Mediacom Broadband LLC, and the indenture
      governing the 81/2% Senior Notes due 2015 stipulates, among other things,
      restrictions on incurrence of Indebtedness, distributions, mergers and asset
      sales and has cross-default provisions related to other debt of Mediacom
      Broadband LLC. The proceeds from this offering were used to reduce outstanding
      balances under our revolving credit facilities.





9


During
      the nine months ended September 30, 2005, we funded our book overdraft in the
      amount of $9.0 million. Book overdrafts represent outstanding checks in excess
      of funds on deposit at our disbursement accounts.





Pursuant
      to our Board authorized repurchase program, we repurchased 1,082,382 shares
      of
      our Class A Common Stock for approximately $6.3 million during the nine months
      ended September 30, 2005.





In
      connection with various financing arrangements during the nine months ended
      September 30, 2005, we paid approximately $3.3 million of original issue
      discount and $3.0 million in deferred financing fees and expenses.




***Other***





We
      have
      entered into interest rate exchange agreements with counterparties, which expire
      from June 2005 through March 2009, to hedge $800.0 million of floating rate
      debt. Under the terms of all of our interest rate exchange agreements, we are
      exposed to credit loss in the event of nonperformance by the other parties
      of
      the agreements. However, due to the high creditworthiness of our counterparties,
      which are major banking firms with investment grade ratings, we do not
      anticipate their nonperformance. As of September 30, 2005, about 71% of our
      outstanding indebtedness was at fixed interest rates or subject to interest
      rate
      protection and our annualized cost of debt was approximately 7.1%.


As
      of
      September 30, 2005, approximately $19.3 million of letters of credit were issued
      to various parties as collateral for our performance relating to insurance
      and
      franchise requirements.




**Contractual
      Obligations and Commercial Commitments**





The
      following table summarizes our contractual obligations and commercial
      commitments, and the effects they are expected to have on our liquidity and
      cash
      flow, for the five years subsequent to September 30, 2005 and thereafter
      (dollars in thousands)*:





**Debt**
            **Capital**
              **Leases**
            **Operating**
              **Leases**
            **Interest**
              **Expense
                (1)**
            **Total**October
                1, 2005 to September 30, 2006
            $218,625**(2)**
            $2,252
            $3,934
            $218,604
            $443,415October
                1, 2006 to September 30, 2007
            64,875
            1,612
            3,051
            209,264
            278,802October
                1, 2007 to September 30, 2008
            85,500
            106
            2,012
            205,896
            293,514October
                1, 2008 to September 30, 2009
            110,375
            —
            1,528
            201,385
            313,288October
                1, 2009 to September 30, 2010
            138,625
            —
            1,193
            191,907
            331,725Thereafter
            2,446,375
            —
            3,097
            497,450
            2,946,922Total
                cash obligations
            $3,064,375
            $3,970
            $14,815
            $1,524,506
            $4,607,666





***** Refer
      to
      Note 7 to our unaudited consolidated financial statements for a discussion
      of
      our long-term debt.


____________


(1)  Interest
      payments on floating rate debt and interest rate swaps are estimated using
      amounts outstanding as of September 30, 2005 and the average interest rates
      applicable under such debt obligations.





(2)  Includes
      $172.5 million of convertible senior notes due July 2006.





**Critical
      Accounting Policies**





The
      foregoing discussion and analysis of our financial condition and results of
      operations is based upon our consolidated financial statements, which have
      been
      prepared in accordance with accounting principles generally accepted in the
      United States of America. The preparation of these 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. We believe that the application
      of
      the critical accounting policies discussed below requires significant judgments
      and estimates on the part of management. For a summary of our accounting
      policies, see Note 1 of our unaudited consolidated financial
      statements.





***Revenue
      Recognition***





Revenues
      from video, data and phone services are recognized when the services are
      provided to the customers. Credit risk is managed by disconnecting services
      to
      customers who are delinquent. Installation revenues obtained from the connection
      of customers to our communications network are less than direct installation
      costs. Therefore, installation revenues are recognized as connections are
      completed. Advertising sales are recognized in the period that the
      advertisements are exhibited. Under the terms of our franchise agreements,
      we
      are required to pay up to 5% of our gross revenues, derived from providing
      cable
      services, to the local franchising authorities. We normally pass these fees
      through to our customers. Franchise fees are collected on a monthly basis and
      are periodically remitted to local franchise authorities. Franchise fees are
      reported in their respective revenue categories and included in selling, general
      and administrative expenses.





***Allowance
      for Doubtful Accounts***





The
      allowance for doubtful accounts represents our best estimate of probable losses
      in the accounts receivable balance. The allowance is based on the number of
      days
      outstanding, customer balances, historical experience and other currently
      available information. During the three months ended September 30, 2005, we
      revised our estimate of probable losses in the accounts receivable of our
      advertising business to better reflect historical experience. The change in
      the
      estimate of probable losses resulted in a benefit to the consolidated statement
      of operations of $0.9 million for the three and nine months ended September
      30,
      2005.




10


***Programming
      Costs***





We
      have
      various fixed-term carriage contracts to obtain programming for our cable
      systems from content suppliers whose compensation is generally based on a fixed
      monthly fee per customer. These programming contracts are subject to negotiated
      renewal. We recognize programming costs when we distribute the related
      programming. These programming costs are usually payable each month based on
      calculations performed by us and are subject to adjustments based on the results
      of periodic audits by the content suppliers. Historically, such audit
      adjustments have been immaterial to our total programming costs. Some content
      suppliers offer financial incentives to support the launch of a channel and
      ongoing marketing support. When such financial incentives are received, we
      defer
      them within non-current liabilities in our consolidated balance sheets and
      recognize such amounts as a reduction of programming costs (which are a
      component of service costs in the consolidated statement of operations) over
      the
      carriage term of the programming contract.





***Property,
      Plant and Equipment***





We
      capitalize the costs of new construction and replacement of our cable
      transmission and distribution facilities; the addition of network and other
      equipment, and new customer service installations. Capitalized costs include
      all
      direct labor and materials as well as certain indirect costs and are based
      on
      historical construction and installation costs. Capitalized costs are recorded
      as additions to property, plant and equipment and depreciate over the life
      of
      the related asset. We perform periodic evaluations of certain estimates used
      to
      determine the amount and extent of such costs that are capitalized. Any changes
      to these estimates, which may be significant, are applied prospectively in
      the
      periods in which the evaluations were completed.




***Long-Lived
      Assets***





In
      accordance with SFAS No. 144, “ *Accounting
      for the Impairment or*  *Disposal
      of Long-Lived Assets,”* we
      periodically evaluate the recoverability and estimated lives of our long-lived
      assets, including property and equipment and intangible assets subject to
      amortization, whenever events or changes in circumstances indicate that the
      carrying amount may not be recoverable or the useful life has changed. When
      the
      carrying amount is not recoverable, the measurement for such impairment loss
      is
      based on the fair value of the asset, typically based upon the future cash
      flows
      discounted at a rate commensurate with the risk involved. Any loss is included
      as a component of either depreciation expense or amortization expense, as
      appropriate, unless it is material to the period in question whereby we would
      present it separately.




***Intangibles***





In
      accordance with SFAS No. 142, *“Goodwill
      and Other Intangible Assets,”* the
      amortization of goodwill and indefinite-lived intangible assets is prohibited
      and requires such assets to be tested annually for impairment, or more
      frequently if impairment indicators arise. We have determined that our cable
      franchise costs are indefinite-lived assets. We completed our most recent annual
      impairment test as of October 1, 2004, which reflected no impairment of our
      franchise costs and goodwill. As of September 30, 2005, there were no events
      since then that would require an analysis to be completed before the next annual
      test date.





***Derivative
      Instruments***





We
      account for derivative instruments in accordance with SFAS No. 133 “ *Accounting
      for Derivative Instruments and Hedging Activities,* ”
SFAS
      No. 138 “ *Accounting
      for Certain Derivative Instruments and Certain Hedging*  *Activities-an
      amendment of FASB Statement No. 133,”* and
      SFAS
      No. 149 “ *Amendment*  *of
      Statement 133 on Derivative Instruments and Hedging Activities.”* Our
      primary objective for holding derivative financial instruments is to manage
      interest rate risk. Our derivative instruments are recorded at fair value and
      are included in other current assets, other assets and other liabilities. Our
      accounting policies for these instruments are based on whether they meet our
      criteria for designation as hedging transactions, which include the instrument’s
      effectiveness in risk reduction and, in most cases, a one-to-one matching of
      the
      derivative instrument to its underlying transaction. We have no derivative
      financial instruments designated as hedges. Gains and losses from changes in
      the
      mark-to-market values are currently recognized in the consolidated statement
      of
      operations. Short-term valuation changes derived from changes in market interest
      rates, time to maturity and the creditworthiness of the counterparties may
      increase the volatility of earnings.





***Income
      Taxes***





We
      provide for income taxes using the liability method in accordance with SFAS
      No.
      109, *“Accounting
      for Income Taxes,”* which
      requires an asset and liability based approach in accounting for income taxes.
      We recognize deferred tax assets and liabilities for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and expected
      benefits of utilizing net operating loss carryforwards. We periodically assess
      the likelihood of realization of deferred tax assets and net operating loss
      carryforwards by considering the scheduled reversal of deferred tax liabilities,
      projected taxable income in future periods and the evaluation of available
      prudent tax planning strategies. If our assessment changes in the future, we
      may
      be required to adjust our valuation allowance against deferred tax assets,
      resulting in either an increase or decrease in income tax expense in our
      consolidated statement of operations.





**Recent
      Accounting Pronouncements**





In
      December 2004, the FASB issued SFAS No. 123R *,
      “Amendment of Statement*  *123
      on Share-Based Payment.”* SFAS
      No.
      123R requires companies to expense the value of employee stock options, stock
      granted through the employee stock purchase program and similar awards. SFAS
      No.
      123R was originally effective for interim periods beginning after June 15,
      2005.
      On April 14, 2005, the Securities and Exchange Commission approved a new rule
      delaying the effective date until the beginning of a company’s next fiscal year
      that commences after June 15, 2005.





SFAS
      No.
      123R permits companies to adopt its requirements using either a “modified
      prospective” method, or a “modified retrospective” method. Under the “modified
      prospective method, compensation cost is recognized in the financial statements
      beginning with the effective date, based on the requirements of SFAS 123R for
      all share-based payments granted after that date, and based on the requirements
      of SFAS 123 for all unvested awards granted prior to the effective date of
      SFAS
      123R. Under the “modified retrospective” method, the requirements are the same
      as under the “modified prospective” method, but also permits entities to restate
      financial statements of previous periods based on proforma disclosures made
      in
      accordance with SFAS 123.





We
      will
      adopt SFAS No. 123R effective January 1, 2006 and plans to utilize the “modified
      prospective” method. We believe the adoption of SFAS No. 123R will have a
      material impact on its consolidated statement of operations and earnings per
      share. We currently utilize the Black-Scholes option pricing model to measure
      the fair value of stock options granted to employees. While SFAS 123R permits
      entities to continue to use such a model, the standard also permits the use
      of a
“lattice” model. We have not yet determined which model we will use to measure
      the fair value of employee stock options granted after the adoption of SFAS
      123R.





**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 rates.






11








**PART
      II**





**ITEM
      6. EXHIBITS**











**Exhibit**
              **Number**
            **Exhibit
                Description**31.1
            Rule
                13a-14(a) Certifications





12


**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
      29, 2006** By: / s /
      Mark
      E. Stephan


**Mark
      E.
      Stephan**


Executive
      Vice President
      and


Chief
      Financial
      Officer