##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




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FORM 10-Q



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Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

For the quarterly period ended September 30, 2003

Commission File Number: 0-29227

Mediacom Communications Corporation

(Exact name of Registrant as specified in its charter)


|                                 |  |                                                  
|-------------------------------- |  | -------------------------------------------------
|Delaware(State of incorporation) |  | 06-1566067(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 [X] No [  ]

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

As of October 15, 2003 there were 89,801,677 shares of Class A common
stock and 28,913,145 shares of Class B common stock outstanding.





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TABLE OF CONTENTS



|                                       |                                                                                               |                                            |  |  |  |  |  | 
|-------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I                                
|                                       | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                       |                                                                                               | CONSOLIDATED BALANCE SHEETS               
|                                       |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                       |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                       |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                       |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                       | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                       | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                       | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II                               
|                                       | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                            
|SECTION 302 CERTIFICATION OF CEO & CFO
|SECTION 906 CERTIFICATION OF CEO & CFO



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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2003

TABLE OF CONTENTS

|        |  |                                                                                                    |  |     
|------- |  | -------------------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                                    |  | Page
|        |  |                                                                                                    |  |     
|PART I 
|Item 1. |  | Financial Statements                                                                               |  |     
|        |  | Consolidated Balance Sheets (unaudited) -
September 30, 2003 and December 31, 2002                 |  | 1   
|        |  | Consolidated Statements of Operations (unaudited) -
Three Months Ended September 30, 2003 and 2002 |  | 2   
|        |  | Consolidated Statements of Operations (unaudited) -
Nine Months Ended September 30, 2003 and 2002  |  | 3   
|        |  | Consolidated Statements of Cash Flows (unaudited) -
Nine Months Ended September 30, 2003 and 2002  |  | 4   
|        |  | Notes to Consolidated Financial Statements (unaudited)                                             |  | 5   
|Item 2. |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations              |  | 9   
|Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk                                         |  | 16  
|Item 4. |  | Controls and Procedures                                                                            |  | 17  
|PART II
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                   |  | 18  






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. You should be aware that those
statements are only our predictions. Actual events or results may differ
materially. In evaluating those statements, you should specifically consider
various factors, including the risks discussed in our Annual Report on Form
10-K for the year ended December 31, 2002 and other reports or documents that
we file from time to time with the SEC. Those factors may cause our actual
results to differ materially from any of our forward-looking statements. All
forward-looking statements attributable to us or a person acting on our behalf
are expressly qualified in their entirety by this cautionary statement.





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PART I




ITEM 1. FINANCIAL STATEMENTS

MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES




CONSOLIDATED BALANCE SHEETS
(All dollar amounts in 000s)
(Unaudited)

|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |           |           | 
|---------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | --------- | ------------- | --------- | ------------ | --------- | --------- | --------- | 
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           | September 30, |           | December 31,
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           | 2003          |           | 2002        
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |             
|ASSETS                                                                             |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |          
|CURRENT ASSETS                                                                     |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |          
|                                                                                   | Cash and cash equivalents                                                                                                                                                                                                                       |                                              | $         | 11,419        |           |              | $         | 31,224    |          
|                                                                                   | Investments                                                                                                                                                                                                                                     |                                              |           | 2,983         |           |              |           | 4,070     |          
|                                                                                   | Subscriber accounts receivable, net of allowance for doubtful accounts
of $3,796 and $3,789, respectively                                                                                                                                       |                                              |           | 60,380        |           |              |           | 56,205    |          
|                                                                                   | Prepaid expenses and other assets                                                                                                                                                                                                               |                                              |           | 14,425        |           |              |           | 10,278    |          
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |           |          
|                                                                                   |                                                                                                                                                                                                                                                 | Total current assets                         |           |               | 89,207    |              |           |           | 101,777   | 
|Investment in cable television systems:                                            |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |          
|                                                                                   | Inventory, net                                                                                                                                                                                                                                  |                                              |           | 14,978        |           |              |           | 18,795    |          
|                                                                                   | Property, plant and equipment, net of accumulated depreciation of
$821,703 and $631,427, respectively                                                                                                                                           |                                              |           | 1,454,303     |           |              |           | 1,465,034 |          
|                                                                                   | Intangible assets, net of accumulated amortization of $286,405 and
$275,125, respectively                                                                                                                                                       |                                              |           | 2,054,784     |           |              |           | 2,072,404 |          
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |           |          
|                                                                                   |                                                                                                                                                                                                                                                 | Total investment in cable television systems |           |               | 3,524,065 |              |           |           | 3,556,233 | 
|Other assets, net of accumulated amortization of $22,705 and
$17,966, respectively |                                                                                                                                                                                                                                                 |                                              | 41,326    |               |           |              | 45,964    |          
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |           |          
|                                                                                   |                                                                                                                                                                                                                                                 | Total assets                                 |           | $             | 3,654,598 |              |           | $         | 3,703,974 | 
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |           |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                               |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |          
|CURRENT LIABILITIES                                                                |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |          
|                                                                                   | Accounts payable and accrued expenses                                                                                                                                                                                                           |                                              | $         | 258,607       |           |              | $         | 271,260   |          
|                                                                                   | Deferred revenue                                                                                                                                                                                                                                |                                              |           | 36,173        |           |              |           | 33,261    |          
|                                                                                   | Current portion of long-term debt                                                                                                                                                                                                               |                                              |           | 8,168         |           |              |           | 2,211     |          
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |           |          
|                                                                                   |                                                                                                                                                                                                                                                 | Total current liabilities                    |           |               | 302,948   |              |           |           | 306,732   | 
|Long-term debt, less current portion                                               |                                                                                                                                                                                                                                                 |                                              | 3,038,061 |               |           |              | 3,017,000 |          
|Other non-current liabilities                                                      |                                                                                                                                                                                                                                                 |                                              | 35,642    |               |           |              | 33,701    |          
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |           |          
|                                                                                   |                                                                                                                                                                                                                                                 | Total liabilities                            |           |               | 3,376,651 |              |           |           | 3,357,433 | 
|STOCKHOLDERS EQUITY                                                               |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |          
|                                                                                   | Class A common stock, $.01 par value; 300,000,000 shares authorized;
91,338,421 shares issued and 89,801,677 shares outstanding as of
September 30, 2003 and 91,068,774 shares issued and 89,532,030 shares
outstanding as of December 31, 2002 |                                              |           | 913           |           |              |           | 911       |          
|                                                                                   | Class B common stock, $.01 par value; 100,000,000 shares authorized;
28,913,145 and 28,991,456 shares issued and outstanding as of September
30, 2003 and December 31, 2002, respectively                                                       |                                              |           | 289           |           |              |           | 290       |          
|                                                                                   | Additional paid in capital                                                                                                                                                                                                                      |                                              |           | 982,335       |           |              |           | 981,343   |          
|                                                                                   | Accumulated deficit                                                                                                                                                                                                                             |                                              |           | (699,627      | )         |              |           | (630,040  | )        
|                                                                                   | Treasury stock, at cost, 1,536,744 shares of Class A common stock                                                                                                                                                                               |                                              |           | (5,963        | )         |              |           | (5,963    | )        
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |           |          
|                                                                                   |                                                                                                                                                                                                                                                 | Total stockholders equity                   |           |               | 277,947   |              |           |           | 346,541   | 
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |           |          
|                                                                                   |                                                                                                                                                                                                                                                 | Total liabilities and stockholders equity   |           | $             | 3,654,598 |              |           | $         | 3,703,974 | 
|                                                                                   |                                                                                                                                                                                                                                                 |                                              |           |               |           |              |           |           |          

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

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS
(All amounts in 000s, except per share data)
(Unaudited)

|                                                    |                                                                                                                         |   |                    |        |      |   |         |        | 
|--------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | - | ------------------ | ------ | ---- | - | ------- | ------ | 
|                                                    |                                                                                                                         |   | Three Months Ended
|                                                    |                                                                                                                         |   | September 30,     
|                                                    |                                                                                                                         |   |                   
|                                                    |                                                                                                                         |   | 2003               |        | 2002
|                                                    |                                                                                                                         |   |                    |        |     
|Revenues                                            |                                                                                                                         | $ | 251,107            |        |      | $ | 233,723 |       
|Costs and expenses:                                 |                                                                                                                         |   |                    |        |      |   |         |       
|                                                    | Service costs (exclusive of depreciation and amortization of
$56,958 and $75,520, respectively, shown separately below) |   |                    | 95,498 |      |   |         | 88,315 | 
|                                                    | Selling, general and administrative expenses                                                                            |   |                    | 49,820 |      |   |         | 44,705 | 
|                                                    | Corporate expenses                                                                                                      |   |                    | 4,697  |      |   |         | 3,599  | 
|                                                    | Depreciation and amortization                                                                                           |   |                    | 56,958 |      |   |         | 75,520 | 
|                                                    |                                                                                                                         |   |                    |        |      |   |         |       
|Operating income                                    |                                                                                                                         |   | 44,134             |        |      |   | 21,584  |       
|Interest expense, net                               |                                                                                                                         |   | (46,121            | )      |      |   | (46,987 | )     
|Gain (loss) on derivative instruments, net          |                                                                                                                         |   | 8,984              |        |      |   | (11,766 | )     
|Other expenses                                      |                                                                                                                         |   | (4,849             | )      |      |   | (2,696  | )     
|                                                    |                                                                                                                         |   |                    |        |      |   |         |       
|Net income (loss) before provision for
income taxes |                                                                                                                         |   | 2,148              |        |      |   | (39,865 | )     
|Provision for income taxes                          |                                                                                                                         |   | 211                |        |      |   | 75      |       
|                                                    |                                                                                                                         |   |                    |        |      |   |         |       
|Net income (loss)                                   |                                                                                                                         | $ | 1,937              |        |      | $ | (39,940 | )     
|                                                    |                                                                                                                         |   |                    |        |      |   |         |       
|Basic and diluted net income (loss) per share       |                                                                                                                         | $ | 0.02               |        |      | $ | (0.33   | )     
|                                                    |                                                                                                                         |   |                    |        |      |   |         |       
|Weighted average common shares outstanding          |                                                                                                                         |   | 118,633            |        |      |   | 119,943 |       
|                                                    |                                                                                                                         |   |                    |        |      |   |         |       

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

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS
(All amounts in 000s, except per share data)
(Unaudited)

|                                           |                                                                                                                           |   |                   |         |      |   |          |         | 
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------- | - | ----------------- | ------- | ---- | - | -------- | ------- | 
|                                           |                                                                                                                           |   | Nine Months Ended
|                                           |                                                                                                                           |   | September 30,    
|                                           |                                                                                                                           |   |                  
|                                           |                                                                                                                           |   | 2003              |         | 2002
|                                           |                                                                                                                           |   |                   |         |     
|Revenues                                   |                                                                                                                           | $ | 746,076           |         |      | $ | 684,062  |        
|Costs and expenses:                        |                                                                                                                           |   |                   |         |      |   |          |        
|                                           | Service costs (exclusive of depreciation and amortization of
$218,436 and $228,085, respectively, shown separately below) |   |                   | 285,700 |      |   |          | 269,067 | 
|                                           | Selling, general and administrative expenses                                                                              |   |                   | 145,073 |      |   |          | 128,301 | 
|                                           | Corporate expenses                                                                                                        |   |                   | 12,304  |      |   |          | 11,306  | 
|                                           | Depreciation and amortization                                                                                             |   |                   | 218,436 |      |   |          | 228,085 | 
|                                           |                                                                                                                           |   |                   |         |      |   |          |        
|Operating income                           |                                                                                                                           |   | 84,563            |         |      |   | 47,303   |        
|Interest expense, net                      |                                                                                                                           |   | (143,710          | )       |      |   | (140,273 | )      
|Loss on derivative instruments, net        |                                                                                                                           |   | (732              | )       |      |   | (10,913  | )      
|Other expenses                             |                                                                                                                           |   | (9,084            | )       |      |   | (8,609   | )      
|                                           |                                                                                                                           |   |                   |         |      |   |          |        
|Net loss before provision for income taxes |                                                                                                                           |   | (68,963           | )       |      |   | (112,492 | )      
|Provision for income taxes                 |                                                                                                                           |   | 624               |         |      |   | 125      |        
|                                           |                                                                                                                           |   |                   |         |      |   |          |        
|Net loss                                   |                                                                                                                           | $ | (69,587           | )       |      | $ | (112,617 | )      
|                                           |                                                                                                                           |   |                   |         |      |   |          |        
|Basic and diluted net loss per share       |                                                                                                                           | $ | (0.59             | )       |      | $ | (0.94    | )      
|                                           |                                                                                                                           |   |                   |         |      |   |          |        
|Weighted average common shares outstanding |                                                                                                                           |   | 118,597           |         |      |   | 119,926  |        
|                                           |                                                                                                                           |   |                   |         |      |   |          |        

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

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF CASH FLOWS
(All dollar amounts in 000s)
(Unaudited)

|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |   |         |          |  
|--------------------------------------------------------- | ------------------------------------------------------------------------------ | - | -------------------------------------------------------------------- | ----------------------------------------------- | - | ----------------- | -------- | -------- | - | ------- | -------- | -
|                                                          |                                                                                |   |                                                                      |                                                 |   | Nine Months Ended
|                                                          |                                                                                |   |                                                                      |                                                 |   | September 30,    
|                                                          |                                                                                |   |                                                                      |                                                 |   |                  
|                                                          |                                                                                |   |                                                                      |                                                 |   | 2003              |          | 2002    
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |         
|CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:              |                                                                                |   |                                                                      |                                                 |   |                   |          |         
|                                                          | Net loss                                                                       |   | $                                                                    | (69,587                                         | ) |                   | $        | (112,617 | )
|                                                          | Adjustments to reconcile net loss to net cash flows from operating
activities: |   |                                                                      |                                                 |   |                   |          |          |  
|                                                          |                                                                                |   | Depreciation and amortization                                        |                                                 |   | 218,436           |          |          |   | 228,085 |         
|                                                          |                                                                                |   | Loss on derivative instruments, net                                  |                                                 |   | 732               |          |          |   | 10,913  |         
|                                                          |                                                                                |   | Vesting of management stock                                          |                                                 |   |                  |          |          |   | 1,859   |         
|                                                          |                                                                                |   | Gain on sale of investment                                           |                                                 |   | (675              | )        |          |   |        |         
|                                                          |                                                                                |   | Deferred income taxes                                                |                                                 |   |                  |          |          |   | (375    | )       
|                                                          |                                                                                |   | Amortization of deferred financing costs                             |                                                 |   | 4,739             |          |          |   | 5,592   |         
|                                                          |                                                                                |   | Loss on sales of cable television systems                            |                                                 |   | 2,197             |          |          |   |        |         
|                                                          |                                                                                |   | Changes in assets and liabilities, net of effects from acquisitions: |                                                 |   |                   |          |          |   |         |         
|                                                          |                                                                                |   |                                                                      | Subscriber accounts receivable, net             |   |                   | (4,175   | )        |   |         | (4,544   | )
|                                                          |                                                                                |   |                                                                      | Prepaid expenses and other assets               |   |                   | (4,147   | )        |   |         | 2,497    |  
|                                                          |                                                                                |   |                                                                      | Accounts payable and accrued expenses           |   |                   | (13,385  | )        |   |         | (34,731  | )
|                                                          |                                                                                |   |                                                                      | Deferred revenue                                |   |                   | 2,912    |          |   |         | 3,047    |  
|                                                          |                                                                                |   |                                                                      | Other non-current liabilities                   |   |                   | 141      |          |   |         |         |  
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |  
|                                                          |                                                                                |   |                                                                      | Net cash flows provided by operating activities |   |                   | 137,188  |          |   |         | 99,726   |  
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |  
|CASH FLOWS USED IN INVESTING ACTIVITIES:                  |                                                                                |   |                                                                      |                                                 |   |                   |          |         
|                                                          | Capital expenditures                                                           |   |                                                                      | (185,004                                        | ) |                   |          | (298,473 | )
|                                                          | Acquisitions of cable television systems                                       |   |                                                                      | (5,049                                          | ) |                   |          | (6,548   | )
|                                                          | Proceeds from sales of cable television systems                                |   |                                                                      | 12,727                                          |   |                   |          |         |  
|                                                          | Proceeds from sale of investment                                               |   |                                                                      | 1,762                                           |   |                   |          |         |  
|                                                          | Other investment activities                                                    |   |                                                                      | (1,053                                          | ) |                   |          | (2,027   | )
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |  
|                                                          |                                                                                |   |                                                                      | Net cash flows used in investing activities     |   |                   | (176,617 | )        |   |         | (307,048 | )
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |  
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:              |                                                                                |   |                                                                      |                                                 |   |                   |          |         
|                                                          | New borrowings                                                                 |   |                                                                      | 241,750                                         |   |                   |          | 420,375  |  
|                                                          | Repayment of debt                                                              |   |                                                                      | (223,018                                        | ) |                   |          | (262,375 | )
|                                                          | Proceeds from issuance of common stock in employee stock
purchase plan         |   |                                                                      | 993                                             |   |                   |          | 1,262    |  
|                                                          | Financing costs                                                                |   |                                                                      | (101                                            | ) |                   |          | (633     | )
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |  
|                                                          |                                                                                |   |                                                                      | Net cash flows provided by financing activities |   |                   | 19,624   |          |   |         | 158,629  |  
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |  
|                                                          |                                                                                |   |                                                                      | Net decrease in cash and cash equivalents       |   |                   | (19,805  | )        |   |         | (48,693  | )
|CASH AND CASH EQUIVALENTS, beginning of period            |                                                                                |   | 31,224                                                               |                                                 |   |                   | 63,307   |         
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |  
|CASH AND CASH EQUIVALENTS, end of period                  |                                                                                | $ | 11,419                                                               |                                                 |   | $                 | 14,614   |         
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        |                                                                                |   |                                                                      |                                                 |   |                   |          |         
|                                                          | Cash paid during the period for interest                                       |   | $                                                                    | 173,752                                         |   |                   | $        | 181,947  |  
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |  
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES: |                                                                                |   |                                                                      |                                                 |   |                   |          |         
|                                                          | Capital expenditures financed through capital leases                           |   | $                                                                    | 8,286                                           |   |                   | $        |         |  
|                                                          |                                                                                |   |                                                                      |                                                 |   |                   |          |          |  

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

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Statement of Accounting Presentation and Other Information

Basis of Preparation of Consolidated Financial Statements

Mediacom Communications Corporation (MCC, and collectively with its
subsidiaries, the Company) has prepared these unaudited consolidated
financial statements as of September 30, 2003 and 2002. In the opinion of
management, such statements include all adjustments, including 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. For additional disclosures, including a summary
of the Companys accounting policies, the interim unaudited consolidated
financial statements should be read in conjunction with the Companys Annual
Report on Form 10-K for the year ended December 31, 2002 (File No. 0-29227).
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, 2003.

Change in Estimate

Effective July 1, 2003, the Company changed the estimated useful lives of
its cable systems and equipment in conjunction with the Companys recently
completed network upgrade and rebuild program. The changes in estimated useful
lives were made to reflect managements evaluation of the longer economic lives
of the Companys upgraded and rebuilt network. The new asset lives are
consistent with those used by companies in the cable television industry. The
weighted average useful lives of such fixed assets changed from approximately 7
years to approximately 12 years. These changes were made on a prospective basis
and resulted in a decrease in net loss for the three months and nine months
ended September 30, 2003 of approximately $31.6 million or $0.27 per share.

Reclassifications

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

(2) Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 143, Accounting for Asset
Retirement Obligations, in June 2001. SFAS No. 143 addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. The
Company adopted SFAS No. 143 on January 1, 2003, and such adoption did not have
a material impact on the Companys financial condition or results of
operations.

The FASB issued SFAS No. 148, Accounting for Stock-Based Compensation -
Transition and Disclosure, in December 2002, which amends: (i) SFAS No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based
method of accounting for stock-based employee compensation; (ii) the disclosure
provisions of SFAS No. 123 to require prominent disclosure about the effects on
reported net income of an entitys accounting policy decisions with respect to
stock-based employee compensation; and (iii) Accounting Principles Board
(APB) Opinion No. 28, Interim Financial Reporting, to require disclosure
about those effects in interim financial information. The Company adopted SFAS
No. 148 on January 1, 2003.

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Company did not change to the fair value based method of accounting
for stock-based employees compensation. Accordingly, the adoption of SFAS No.
148 did not affect the Companys financial condition or results of operations.
However, SFAS No. 148 requires that information be provided as if the
Company had accounted for employee stock options under the fair value method of
this statement, including disclosing pro forma information regarding net income
(loss) and net income (loss) per share beginning with the first quarter of
2003. The Company accounts for stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, as permitted by SFAS No. 123. Compensation expense for stock
options is measured as the excess, if any, of the quoted market price of the
Companys stock at the date of the grant over the amount the employee must pay
to acquire the stock. No compensation cost has been recognized for any option
grants in the accompanying consolidated statements of operations since the
price of the options was at their fair market value at the date of grant. The
weighted average fair value of all of the employee options was estimated on the
date of grant using the Black-Scholes model. Had the Company applied the fair
value recognition provisions of SFAS No. 123 to stock-based compensation, MCCs
net income (loss) and basic and diluted net income (loss) per share would have
been changed from the as reported amounts to the pro forma amounts as
follows:

|                                               |                                                                                                                                                   |   |                        |      |                   |   |         |       |      |   |         |        |   |   |          |        |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------- | ---- | ----------------- | - | ------- | ----- | ---- | - | ------- | ------ | - | - | -------- | ------ | -
|                                               |                                                                                                                                                   |   | Three Months Ended     |      | Nine Months Ended
|                                               |                                                                                                                                                   |   | September 30,          |      | September 30,    
|                                               |                                                                                                                                                   |   |                        |      |                  
|                                               |                                                                                                                                                   |   | 2003                   |      | 2002              |   | 2003    |       | 2002
|                                               |                                                                                                                                                   |   |                        |      |                   |   |         |       |     
|                                               |                                                                                                                                                   |   | (dollars in thousands)
|Net income (loss), as reported                 |                                                                                                                                                   | $ | 1,937                  |      |                   | $ | (39,940 | )     |      | $ | (69,587 | )      |   | $ | (112,617 | )     
|                                               | Add: Non-cash stock charges                                                                                                                       |   |                        |     |                   |   |         | 396   |      |   |         |       |   |   |          | 1,859  |  
|                                               | Add (Deduct): Total stock based
compensation income (expense) determined
under fair value based method for all
awards, net
of related tax effects |   |                        | 510  |                   |   |         | (307  | )    |   |         | (3,960 | ) |   |          | (5,201 | )
|                                               |                                                                                                                                                   |   |                        |      |                   |   |         |       |      |   |         |        |   |   |          |       
|Pro forma, net income (loss)                   |                                                                                                                                                   | $ | 2,447                  |      |                   | $ | (39,851 | )     |      | $ | (73,547 | )      |   | $ | (115,959 | )     
|                                               |                                                                                                                                                   |   |                        |      |                   |   |         |       |      |   |         |        |   |   |          |       
|Basic and diluted net income (loss) per
share: |                                                                                                                                                   |   |                        |      |                   |   |         |       |      |   |         |        |   |   |          |       
|                                               | As reported                                                                                                                                       |   | $                      | 0.02 |                   |   | $       | (0.33 | )    |   | $       | (0.59  | ) |   | $        | (0.94  | )
|                                               |                                                                                                                                                   |   |                        |      |                   |   |         |       |      |   |         |        |   |   |          |       
|                                               | Pro forma                                                                                                                                         |   | $                      | 0.02 |                   |   | $       | (0.33 | )    |   | $       | (0.62  | ) |   | $        | (0.97  | )
|                                               |                                                                                                                                                   |   |                        |      |                   |   |         |       |      |   |         |        |   |   |          |       

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities. In general, SFAS No. 149 is effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. The Company adopted SFAS No. 149 on July 1,
2003, and such adoption did not have a material impact on the Companys
financial condition or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
SFAS No. 150 establishes standards for how an issuer classifies and measures in
its statement of financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with SFAS No.
150, certain financial instruments that embody obligations for the issuer are
required to be classified as liabilities. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise shall be effective at the beginning of the first interim period
beginning after June

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

15, 2003. The Company adopted SFAS No. 150 on July 1, 2003, and such adoption
did not have a material impact on the Companys financial condition or results
of operations.

(3) Earnings Per Share

The Company calculates earnings per share in accordance with Statement
SFAS No. 128, Earnings per Share. SFAS No. 128 computes basic earnings per
share by dividing the net income (loss) by the weighted average number of
shares of common stock outstanding during the period on a basic and diluted
basis. Diluted earnings per share is computed by dividing 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. For the
periods presented, the Company did not have any additional securities
outstanding that had a dilutive effect on the weighted average common shares
outstanding. Accordingly, diluted earnings per share equaled basic earnings
per share. If the effects of stock options and convertible debt were dilutive,
the number of dilutive shares that would have been included in the earnings per
share calculation amount to 20,000 for the three and nine months ended
September 30, 2002. There were no dilutive shares for the periods three and
nine months ended September 30, 2003.

(4) Debt

As of September 30, 2003 and December 31, 2002, debt consisted of:

|                                |  |                        |           |              |  |   |           | 
|------------------------------- |  | ---------------------- | --------- | ------------ |  | - | --------- | 
|                                |  | September 30,          |           | December 31,
|                                |  | 2003                   |           | 2002        
|                                |  |                        |           |             
|                                |  | (dollars in thousands)
|Bank credit facilities          |  | $                      | 1,641,500 |              |  | $ | 1,621,500 | 
|8 1/2% senior notes             |  |                        | 200,000   |              |  |   | 200,000   | 
|7 7/8% senior notes             |  |                        | 125,000   |              |  |   | 125,000   | 
|9 1/2% senior notes             |  |                        | 500,000   |              |  |   | 500,000   | 
|11% senior notes                |  |                        | 400,000   |              |  |   | 400,000   | 
|5 1/4% convertible senior
notes |  |                        | 172,500   |              |  |   | 172,500   | 
|Capital lease obligations       |  |                        | 7,229     |              |  |   | 211       | 
|                                |  |                        |           |              |  |   |           | 
|                                |  | $                      | 3,046,229 |              |  | $ | 3,019,211 | 
|Less: current portion           |  |                        | 8,168     |              |  |   | 2,211     | 
|                                |  |                        |           |              |  |   |           | 
|Total long-term debt            |  | $                      | 3,038,061 |              |  | $ | 3,017,000 | 
|                                |  |                        |           |              |  |   |           | 

The average interest rate on outstanding debt under the bank credit
facilities was 3.0% for the three and nine months ended September 30, 2003,
before giving effect to the interest rate exchange agreements discussed below.
As of September 30, 2003, the Company had unused credit commitments of
approximately $786.4 million under its bank credit facilities, of which about
$604.8 million could be borrowed and used for general corporate purposes under
the most restrictive covenants in the Companys debt arrangements. The
Company was in compliance with all covenants under its debt arrangements as of
September 30, 2003.

The Company uses interest rate exchange agreements in order to fix the
interest rate for the duration of the contract to hedge against interest rate
volatility. As of September 30, 2003, the Company had interest rate exchange
agreements with various banks pursuant to which the interest rate on $830.0
million is fixed at a weighted average rate of approximately 3.4%, plus the
average applicable margin over the eurodollar rate option under the bank credit
agreements. Under the terms of the interest rate exchange agreements, which
expire from 2003 through 2007, the Company is exposed to credit loss in the
event of nonperformance by the other parties. However, the Company does not
anticipate nonperformance by the other parties.

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The fair value of the interest rate exchange agreements is the estimated
amount that the Company would receive or pay to terminate such agreements,
taking into account current interest rates and the current creditworthiness of
the Companys counterparties. At September 30, 2003, based on the
mark-to-market valuation, the Company would have paid approximately $24.7
million if these agreements were terminated, inclusive of accrued interest.

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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, 2003 and 2002 and with the Companys annual report
on Form 10-K for the year ended December 31, 2002.

General

Approximately 83.7% of the Companys revenues for the three months ended
September 30, 2003 are attributable to video revenues from monthly subscription
fees charged to customers for the Companys core cable television services
(including basic, expanded basic and analog premium programming and digital
cable television programming services, wire maintenance, equipment rental,
services to commercial establishments), pay-per-view charges, installation and
reconnection fees, late payment fees, and other ancillary revenues. Data
revenues from high-speed Internet access services and advertising revenues
represent 12.0% and 4.3% of the Companys revenues, respectively. Franchise
fees charged to customers for payment to local franchising authorities are
included in their corresponding revenue category.

The Companys operating expenses consist of service costs and selling,
general and administrative expenses directly attributable to its cable systems.
Service costs include fees paid to programming suppliers, expenses related to
wages and salaries of technical personnel, high-speed Internet access costs and
plant operating costs. Programming costs have historically increased at rates
in excess of inflation primarily due to increases in the rates charged for
existing programming services and to the introduction of new programming
services to the Companys basic subscribers. Under the Federal Communication
Commissions existing cable rate regulations, the Company is allowed to
increase its rates for cable television services to more than cover any
increases in programming. However, competitive conditions or other factors in
the marketplace may limit the Companys ability to increase its rates.
Selling, general and administrative expenses include wages and salaries for
customer service and administrative personnel, franchise fees and expenses
related to billing, marketing, bad debt, advertising and office administration.
Corporate expenses reflect compensation of corporate employees and other
corporate overhead.

Actual Results of Operations

Selected Operating Data.The table below provides selected operating data
for the Companys cable systems.

|                  |  |               |           |               |  |  |           | 
|----------------- |  | ------------- | --------- | ------------- |  |  | --------- | 
|                  |  | September 30, |           | September 30,
|                  |  | 2003          |           | 2002         
|                  |  |               |           |              
|Basic
subscribers |  |               | 1,552,000 |               |  |  | 1,588,000 | 
|Digital
customers |  |               | 393,000   |               |  |  | 348,000   | 
|Data customers    |  |               | 261,000   |               |  |  | 167,000   | 

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Three Months Ended September 30, 2003 Compared to Three Months Ended
September 30, 2002

Revenues.Revenues increased by 7.4% to $251.1 million for the three
months ended September 30, 2003, as compared to $233.7 million for the three
months ended September 30, 2002. Revenues by service offering were as follows
(dollars in millions):

|            |  |                    |       |          |  |        |       |          |  |   |       |      |  |  |       |  
|----------- |  | ------------------ | ----- | -------- |  | ------ | ----- | -------- |  | - | ----- | ---- |  |  | ----- | -
|            |  | Three Months Ended
|            |  | September 30,     
|            |  |                   
|            |  | 2003               |       | 2002    
|            |  |                    |       |         
|            |  |                    |       |          |  | % of   |       |          |  |   |       | % of
|            |  | Amount             |       | Revenues |  | Amount |       | Revenues
|            |  |                    |       |          |  |        |       |         
|Video       |  | $                  | 210.2 |          |  |        | 83.7  | %        |  | $ | 205.0 |      |  |  | 87.7  | %
|Data        |  |                    | 30.1  |          |  |        | 12.0  |          |  |   | 19.0  |      |  |  | 8.1   |  
|Advertising |  |                    | 10.8  |          |  |        | 4.3   |          |  |   | 9.7   |      |  |  | 4.2   |  
|            |  |                    |       |          |  |        |       |          |  |   |       |      |  |  |       |  
|            |  | $                  | 251.1 |          |  |        | 100.0 | %        |  | $ | 233.7 |      |  |  | 100.0 | %
|            |  |                    |       |          |  |        |       |          |  |   |       |      |  |  |       |  

Video revenues increased by 2.5% to $210.2 million for the three months
ended September 30, 2003, as compared to $205.0 million for the three months
ended September 30, 2002. Video revenues increased primarily due to basic rate
increases largely associated with programming rate increases and to customer
growth in the Companys digital cable services, partially offset by a decline
in basic subscribers and a reduction in analog premium service units.

Data revenues increased by 58.4% to $30.1 million for the three months
ended September 30, 2003, as compared to $19.0 million for the three months
ended September 30, 2002. Data revenues increased due to customer growth in
the Companys high-speed Internet access service.

Advertising revenues increased by 11.3% to $10.8 million for the three
months ended September 30, 2003, as compared to $9.7 million for the three
months ended September 30, 2002. Advertising revenues increased primarily due
to a greater number of markets managed by the Companys advertising sales
division.

Service costs.Service costs increased 8.2% to $95.5 million for the
three months ended September 30, 2003, as compared to $88.3 million for the
three months ended September 30, 2002. Service costs increased primarily due
to greater provisioning and technical support expenses related to customer
growth in the Companys high-speed Internet access service, and higher
programming expenses for existing basic services. These increases were
partially offset by lower programming costs related to a decline in basic
subscribers. As a percentage of revenues, service costs were 38.0% for the
three months ended September 30, 2003, as compared with 37.8% for the three
months ended September 30, 2002.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased 11.4% to $49.8 million for the three months
ended September 30, 2003, as compared to $44.7 million for the three months
ended September 30, 2002. This was primarily a result of increases in bad debt
expense, staffing and telecommunications costs related to customer service,
marketing expenses, taxes and fees. As a percentage of revenues, selling,
general and administrative expenses were 19.8% for the three months ended
September 30, 2003, as compared with 19.1% for the three months ended September
30, 2002.

Corporate expenses. Corporate expenses increased 30.6% to $4.7 million
for the three months ended September 30, 2003, as compared to $3.6 million for
the three months ended September 30, 2002. This was principally due to a
greater number of corporate employees and increases in salaries, legal and
other professional fees and insurance premiums. The Company recognized $0.4
million of non-cash stock charges during the three months ended September 30,
2002, which represented vesting in equity interests granted to certain members
of MCCs management team. As a percentage of revenues, corporate expenses were
1.9% for the three months ended September 30, 2003, as compared with 1.5% for
the three months ended September 30, 2002.

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Depreciation and amortization.Depreciation and amortization decreased
24.5% to $57.0 million for the three months ended September 30, 2003, as
compared to $75.5 million for the three months ended September 30, 2002. The
decrease was due to changes in the estimated useful lives of the Companys
cable systems and equipment in conjunction with its recently completed network
upgrade and rebuild program. These changes reduced depreciation by $31.6
million for the three months ended September 30, 2003, offset in part by
increased depreciation for the Companys ongoing investments in its cable
systems. See Note 1 to the Companys consolidated financial statements.

Interest expense, net. Interest expense, net, decreased 1.9% to $46.1
million for the three months ended September 30, 2003 as compared to $47.0
million for the three months ended September 30, 2002. This was primarily due
to lower interest rates and the expiration of certain interest rate protection
agreements with high fixed interest rates, offset in part by an increase in the
aggregate notional amount of the Companys interest rate exchange agreements
from $520.0 million as of September 30, 2002 to $830.0 million as of September
30, 2003 and an increase in average indebtedness during the three months ended
September 30, 2003, as compared to the three months ended September 30, 2002.
The average fixed interest rate the Company paid under its interest rate
exchange agreements was higher than variable market interest rates paid by the
Company under its bank credit facilities for the three months ended September
30, 2003 and 2002.

Gain (loss) on derivative instruments, net.Gain on derivative
instruments, net, was $9.0 million for the three months ended September 30,
2003, as compared to a loss on derivative instruments of $11.8 million for the
three months ended September 30, 2002. This was primarily due to an increase
in market interest rates during the three months ended September 30, 2003, as
compared to a decline in market interest rates during the three months ended
September 30, 2002.

Other expenses.Other expenses were $4.8 million for the three months
ended September 30, 2003, as compared to $2.7 million for the three months
ended September 30, 2002. Other expenses primarily represent amortization of
deferred financing costs and fees on unused credit commitments, and for the
three months ended September 30, 2003 also included a $2.2 million loss on
sales of cable television systems.

Net income (loss). Due to the factors described above, the Company
generated net income of $1.9 million for the three months ended September 30,
2003, as compared to a net loss of $39.9 million for the three months ended
September 30, 2002.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September
30, 2002

Revenues.Revenues increased by 9.1% to $746.1 million for the nine
months ended September 30, 2003, as compared to $684.1 million for the nine
months ended September 30, 2002. Revenues by service offering were as follows
(dollars in millions):

|            |  |                   |       |          |  |        |       |          |  |   |       |      |  |  |       |  
|----------- |  | ----------------- | ----- | -------- |  | ------ | ----- | -------- |  | - | ----- | ---- |  |  | ----- | -
|            |  | Nine months Ended
|            |  | September 30,    
|            |  |                  
|            |  | 2003              |       | 2002    
|            |  |                   |       |         
|            |  |                   |       |          |  | % of   |       |          |  |   |       | % of
|            |  | Amount            |       | Revenues |  | Amount |       | Revenues
|            |  |                   |       |          |  |        |       |         
|Video       |  | $                 | 633.7 |          |  |        | 84.9  | %        |  | $ | 606.9 |      |  |  | 88.7  | %
|Data        |  |                   | 81.7  |          |  |        | 11.0  |          |  |   | 49.5  |      |  |  | 7.2   |  
|Advertising |  |                   | 30.7  |          |  |        | 4.1   |          |  |   | 27.7  |      |  |  | 4.1   |  
|            |  |                   |       |          |  |        |       |          |  |   |       |      |  |  |       |  
|            |  | $                 | 746.1 |          |  |        | 100.0 | %        |  | $ | 684.1 |      |  |  | 100.0 | %
|            |  |                   |       |          |  |        |       |          |  |   |       |      |  |  |       |  

Video revenues increased by 4.4% to $633.7 million for the nine months
ended September 30, 2003, as compared to $606.9 million for the nine months
ended September 30, 2002. Video revenues increased primarily due to basic rate
increases largely associated with programming rate increases and to customer
growth in the Companys digital cable services, partially offset by a decline
in basic subscribers and a reduction in analog premium service units.

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Data revenues increased by 65.1% to $81.7 million for the nine months
ended September 30, 2003, as compared to $49.5 million for the nine months
ended September 30, 2002. Data revenues increased due to customer growth in
the Companys high-speed Internet access service.

Advertising revenues increased by 10.8% to $30.7 million for the nine
months ended September 30, 2003, as compared to $27.7 million for the nine
months ended September 30, 2002. Advertising revenues increased primarily due
to a greater number of markets managed by the Companys advertising sales
division.

Service costs.Service costs increased 6.2% to $285.7 million for the
nine months ended September 30, 2003, as compared to $269.1 million for the
nine months ended September 30, 2002. Service costs for the nine months ended
September 30, 2002 include $4.3 million of incremental costs related to the
Companys transition to its Mediacom Online high-speed Internet access
service. Excluding these incremental costs, service costs increased primarily
due to greater provisioning and technical support expenses directly related to
customer growth in the Companys high-speed Internet access service and higher
programming expenses for existing basic services. These increases were
partially offset by lower programming costs related to a decline in basic
subscribers and analog premium service units. As a percentage of revenues,
service costs were 38.3% for the nine months ended September 30, 2003, as
compared with 39.3% for the nine months ended September 30, 2002.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased 13.1% to $145.1 million for the nine months
ended September 30, 2003, as compared to $128.3 million for the nine months
ended September 30, 2002. This was primarily a result of increases in bad debt
expense, taxes and fees, staffing and telecommunications costs related to
customer service and marketing expenses. As a percentage of revenues, selling,
general and administrative expenses were 19.4% for the nine months ended
September 30, 2003, as compared with 18.8% for the nine months ended September
30, 2002.

Corporate expenses. Corporate expenses increased 8.8% to $12.3 million
for the nine months ended September 30, 2003, as compared to $11.3 million for
the nine months ended September 30, 2002. This was due to a greater number of
corporate employees and increases in salaries, higher legal and other
professional fees and insurance premiums. The Company recognized $1.9 million
of non-cash stock charges during the nine months ended September 30, 2002,
which represented vesting in equity interests granted to certain members of
MCCs management team. As a percentage of revenues, corporate expenses were
1.6% for the nine months ended September 30, 2003, as compared with 1.7% for
the nine months ended September 30, 2002.

Depreciation and amortization.Depreciation and amortization decreased
4.3% to $218.4 million for the nine months ended September 30, 2003, as
compared to $228.1 million for the nine months ended September 30, 2002. The
decrease was due to changes in the estimated useful lives of the Companys
cable systems and equipment in conjunction with its recently completed network
upgrade and rebuild program. These changes reduced depreciation by $31.6
million for the nine months ended September 30, 2003, offset in part by
increased depreciation for the Companys ongoing investments in its cable
systems. See Note 1 to the Companys consolidated financial statements.

Interest expense, net. Interest expense, net, increased 2.4% to $143.7
million for the nine months ended September 30, 2003, as compared to $140.3
million for the nine months ended September 30, 2002. This was primarily due
to an increase in the aggregate notional amount of the Companys interest rate
exchange agreements from $520.0 million as of September 30, 2002 to $830.0
million as of September 30, 2003 and an increase in average indebtedness,
offset in part by lower market interest rates during the nine months ended
September 30, 2003, as compared to the nine months ended September 30, 2002.
The average fixed interest rate the Company paid under its interest rate
exchange agreements was higher than variable market interest rates paid by the
Company under its bank credit facilities for the nine months ended September
30, 2003 and 2002.

Loss on derivative instruments, net.Loss on derivative instruments, net,
was $0.7 million for the nine months ended September 30, 2003, as compared to
$10.9 million for the nine months ended September 30, 2002. This was primarily
due to a smaller decrease in market interest rates during the nine months ended
September 30, 2003, as compared to the nine months ended September 30, 2002.

Other expenses.Other expenses were $9.1 million for the nine months
ended September 30, 2003, as compared to $8.6 million for the nine months ended
September 30, 2002. Other expenses primarily represent amortization of
deferred financing costs and fees on unused credit commitments. Other expenses
for the nine months ended September 30, 2003 also included a $2.1 million loss
on sales of cable television systems and a $0.7 million gain on sale of
investments.

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Net loss. Due to the factors described above, the Company generated a net
loss of $69.6 million for the nine months ended September 30, 2003, as compared
to a net loss of $112.6 million for the nine months ended September 30, 2002.

Liquidity and Capital Resources

The Companys business requires capital for the upgrade, expansion and
maintenance of its cable network and for the introduction of new advanced
broadband services. In addition, the Company has pursued, and will continue to
pursue, a business strategy that includes selective acquisitions and new
product development. The Company has funded and will continue to fund its
working capital requirements, capital expenditures and acquisitions through a
combination of internally generated funds, long-term borrowings and equity
financings.

Operating Activities

Net cash flows provided by operating activities were $137.2 million and
$99.7 million for the nine months ended September 30, 2003 and 2002,
respectively. The increase in net operating cash flows was primarily due to
reductions in net loss and in the use of cash for certain working capital
accounts for the nine months ended September 30, 2003.

Investing Activities

Net cash flows used in investing activities were $176.6 million and $307.0
million for the nine months ended September 30, 2003 and 2002, respectively.
The decrease in net investing cash flows resulted primarily from a reduction in
capital expenditures for the nine months ended September 30, 2003.

The Companys capital expenditures were $193.3 million for the nine months
ended September 30, 2003, inclusive of $8.3 million of vehicles purchased and
financed under capital leases, as compared to $298.5 million for the nine
months ended September 30, 2002. As of September 30, 2003, as a result of our
cumulative capital investment in our network upgrade program, approximately 98%
of the Companys cable network was upgraded with 550MHz to 870MHz bandwidth
capacity and about 97% of the Companys homes passed were activated with
two-way communications capability. As of September 30, 2003, the Companys
digital cable service was available to approximately 99% of its basic
subscribers, and the Companys high speed Internet access service was marketed
to about 96% of the homes passed by its cable systems.

The Company has recently completed its planned network upgrade program and
expects prospective capital expenditures to consist primarily of the costs of
new advanced service installations and equipment, new plant construction and
network replacement. The Company expects to invest approximately $230.0
million to $240.0 million in capital expenditures in 2003.

Financing Activities

Net cash flows provided by financing activities were $19.6 million and
$158.6 million for the nine months ended September 30, 2003 and 2002,
respectively. The decrease in net financing cash flows resulted from lower
borrowing requirements for the nine months ended September 30, 2003,
principally due to the above-mentioned increase in net cash flows provided by
operating activities and the reduction in capital expenditures.

The Company owns its cable systems through its two principal subsidiaries,
Mediacom Broadband LLC and Mediacom LLC. The operating subsidiaries of
Mediacom Broadband LLC have a $1.4 billion bank credit facility expiring in
September 2010, of which $946.0 million was outstanding as of September 30,
2003. The operating subsidiaries of Mediacom LLC have two bank credit
facilities aggregating $1.0 billion, of which $695.5 million was outstanding as
of September 30, 2003. Mediacom LLCs bank credit facilities expire in
September 2008 and December 2008, however, their final maturities are subject
to earlier repayment on dates ranging from June 2007 to December 2007 if
Mediacom LLC does not refinance its $200.0 million 81⁄2% senior notes due
April 2008 prior to March 31, 2007.

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The Company has entered into interest rate exchange agreements, which
expire from December 2003 through March 2007, to hedge $830.0 million of
floating rate debt. Under the terms of all of the Companys interest rate
exchange agreements, the Company is exposed to credit loss in the event of
nonperformance by the other parties of the interest rate exchange agreements.
However, the Company does not anticipate their nonperformance. As of September
30, 2003, about 73% of the Companys outstanding indebtedness was at fixed
interest rates or subject to interest rate protection.

As of September 30, 2003, the Companys total debt was $3.05 billion, it
had unused credit commitments of about $786.4 million under its bank credit
facilities, and its annualized cost of debt capital was approximately 6.4%. On
such date, approximately $604.8 million could be borrowed and used for general
corporate purposes under the most restrictive covenants in the Companys debt
arrangements. As of September 30, 2003, the Company was in compliance with all
covenants under its debt arrangements.

Although the Company has not generated earnings sufficient to cover fixed
charges, the Company has generated cash and obtained financing sufficient to
meet its short-term requirements, including its debt service, working capital
and capital expenditures. The Company expects that it will continue to be able
to generate funds and obtain financing sufficient to service its long-term
business plan, service the Companys debt obligations and complete any future
acquisitions. However, there can be no assurance that the Company will be able
to obtain sufficient financing, or, if it were able to do so, that the terms
would be favorable to the Company.

Critical Accounting Policies

The foregoing discussion and analysis of the Companys financial condition
and results of operations is based upon the Companys consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company 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, the Company
evaluates its estimates, including those related to doubtful accounts,
long-lived assets, capitalized costs and accruals. The Company bases its
estimates on historical experience and on various other assumptions that the
Company believes are reasonable. Actual results may differ from these
estimates under different assumptions or conditions.

The Company believes the following represent the most significant and
subjective estimates used in the preparation of the Companys consolidated
financial statements:

Property, Plant and Equipment

In accordance with Statement of Financial Accounting Standards (SFAS)
No. 51, Financial Reporting by Cable Television Companies, the Company
capitalizes a portion of direct and indirect costs related to the construction,
replacement and installation of property, plant and equipment, including
certain costs related to new video and new high-speed Internet subscriber
installations. Capitalized costs are recorded as additions to property, plant
and equipment and depreciated over the life of the related assets. The Company
performs periodic evaluations of the estimates used to determine the amount of
costs that are capitalized.

Impairment of Long-Lived Assets

The Company follows the provisions of SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets
and provides guidance on classification and accounting for such assets when
held for sale or abandonment. There have been no changes in the Companys
circumstances that would indicate that the Company would need to perform an
impairment review.

Goodwill and Other Intangible Assets

Effective January 1, 2002, the Company adopted SFAS No. 142, Goodwill and
Other Intangible Assets. The provisions of SFAS No. 142 prohibit the
amortization of goodwill and indefinite-lived intangible assets and require
such assets to be tested annually for impairment, or more frequently if
impairment indicators arise. The Company has determined that its cable
franchise costs are indefinite-lived assets. The Companys annual impairment
tests,

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performed as of September 30, 2002, determined that there was no impairment of
goodwill or indefinite-lived intangible assets. There have been no events
since then that would require an analysis to be completed before the annual
test date.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued SFAS No. 143,
Accounting for Asset Retirement Obligations, in June 2001. SFAS No. 143
addresses financial accounting and reporting for obligations associated with
the retirement of tangible long-lived assets and the associated asset
retirement costs. The Company adopted SFAS No. 143 on January 1, 2003, and
such adoption did not have a material impact on the Companys financial
condition or results of operations.

The FASB issued SFAS No. 148, Accounting for Stock-Based Compensation -
Transition and Disclosure, in December 2002, which amends: (i) SFAS No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based
method of accounting for stock-based employee compensation; (ii) the disclosure
provisions of SFAS No. 123 to require prominent disclosure about the effects on
reported net income of an entitys accounting policy decisions with respect to
stock-based employee compensation; and (iii) Accounting Principles Board
(APB) Opinion No. 28, Interim Financial Reporting, to require disclosure
about those effects in interim financial information. The Company adopted SFAS
No. 148 on January 1, 2003. The Company did not change to the fair value based
method of accounting for stock-based employee compensation. Accordingly, the
adoption of SFAS No. 148 did not affect the Companys financial condition or
results of operations.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities. In general, SFAS No. 149 is effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. The Company adopted SFAS No. 149 on July 1,
2003, and such adoption did not have a material impact on the Companys
financial condition or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
SFAS No. 150 establishes standards for how an issuer classifies and measures in
its statement of financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with SFAS No.
150, certain financial instruments that embody obligations for the issuer are
required to be classified as liabilities. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise shall be effective at the beginning of the first interim period
beginning after June 15, 2003. The Company adopted SFAS No. 150 on July 1,
2003, and such adoption did not have a material impact on the Companys
financial condition or results of operations.

Inflation and Changing Prices

The Companys 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. The Company
believes that under the Federal Communications Commissions existing cable rate
regulations the Company 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 the Companys ability to
increase its rates.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




In the normal course of business, the Company uses interest rate exchange
agreements in order to fix the interest rate on its floating rate debt. As of
September 30, 2003, the Company had interest rate exchange agreements with
various banks pursuant to which the interest rate on $830.0 million is fixed
at a weighed average rate of approximately 3.4%, plus the average applicable
margin over the eurodollar rate option under the Companys bank credit
agreements. Under the terms of the interest rate exchange agreements, which
expire from 2003 through 2007, the Company is exposed to credit loss in the
event of nonperformance by the other parties. However, the Company does not
anticipate nonperformance by the other parties. At September 30, 2003, based
on the mark-to-market valuation, the Company would have paid approximately
$24.7 million if it terminated these agreements, inclusive of accrued
interest.

The table below provides the expected maturity and estimated fair value
of the Companys debt as of September 30, 2003 (dollars in thousands). See
Note 4 to the Companys unaudited consolidated financial statements.

|                                      |  |              |           |            |  |             |           |               |  |   |       |   |  |   |           |  
|------------------------------------- |  | ------------ | --------- | ---------- |  | ----------- | --------- | ------------- |  | - | ----- | - |  | - | --------- | -
|                                      |  |              |           |            |  | Bank Credit |           | Capital Lease |  |   |       |  
|                                      |  | Senior Notes |           | Facilities |  | Obligations |           | Total        
|                                      |  |              |           |            |  |             |           |              
|Expected Maturity:                    |  |              |           |            |  |             |           |               |  |   |       |   |  |   |           |  
|October 1, 2003 to September 30, 2004 |  | $            |          |            |  | $           | 6,250     |               |  | $ | 1,918 |   |  | $ | 8,168     |  
|October 1, 2004 to September 30, 2005 |  |              |          |            |  |             | 32,500    |               |  |   | 1,963 |   |  |   | 34,463    |  
|October 1, 2005 to September 30, 2006 |  |              | 172,500   | (1)        |  |             | 157,875   |               |  |   | 2,025 |   |  |   | 332,400   |  
|October 1, 2006 to September 30, 2007 |  |              |          |            |  |             | 241,375   |               |  |   | 1,323 |   |  |   | 242,698   |  
|October 1, 2007 to September 30, 2008 |  |              | 200,000   |            |  |             | 363,250   |               |  |   |      |   |  |   | 563,250   |  
|Thereafter                            |  |              | 1,025,000 |            |  |             | 840,250   |               |  |   |      |   |  |   | 1,865,250 |  
|                                      |  |              |           |            |  |             |           |               |  |   |       |   |  |   |           |  
|Total                                 |  | $            | 1,397,500 |            |  | $           | 1,641,500 |               |  | $ | 7,229 |   |  | $ | 3,046,229 |  
|                                      |  |              |           |            |  |             |           |               |  |   |       |   |  |   |           |  
|Fair Value                            |  | $            | 1,361,045 |            |  | $           | 1,641,500 |               |  | $ | 7,229 |   |  | $ | 3,009,774 |  
|                                      |  |              |           |            |  |             |           |               |  |   |       |   |  |   |           |  
|Weighted Average Interest Rate        |  |              | 9.1       | %          |  |             | 3.0       | %             |  |   | 3.1   | % |  |   | 5.8       | %
|                                      |  |              |           |            |  |             |           |               |  |   |       |   |  |   |           |  



---

|(1) |  | Represents convertible senior notes due July 2006.
|--- |  | --------------------------------------------------

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ITEM 4. CONTROLS AND PROCEDURES

The Companys management carried out an evaluation, with the participation
of its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Companys disclosure controls and procedures as of
September 30, 2003. Based upon that evaluation, the Companys Chief Executive
Officer and Chief Financial Officer concluded that Companys disclosure
controls and procedures were effective to ensure that information required to
be disclosed by the Company in reports that it files or submits 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.

There has not been any change in the Companys 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
September 30, 2003 that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.

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PART II




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

|        |  |                              
|------- |  | -----------------------------
|Exhibit |  |                              
|Number  |  | Exhibit Description          
|        |  |                              
|31      |  | Rule 13a-14(a) Certifications
|32      |  | Section 1350 Certifications  

(b)  Reports on Form 8-K:

During the quarter ended September 30, 2003, the Company filed or
furnished the following current reports on Form 8-K with the Securities and
Exchange Commission:

Current report on Form 8-K, dated August 6, 2003, was furnished on August
6, 2003. The items reported were:



| |  |  | Item 12 - Regulation FD Disclosure, which reported the issuance of
a press release announcing the Companys financial results for    the
quarter ended June 30, 2003.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

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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
|                  |  |     |  |                                    
|November 11, 2003 |  | By: |  | /s/ Mark E. Stephan                
|                  |  |     |  |                                    
|                  |  |     |  | Mark E. Stephan                    
|                  |  |     |  | Senior Vice President and          
|                  |  |     |  | Chief Financial Officer            

19