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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 June 30, 2003

Commission File Number:     0-29227

Mediacom Communications Corporation (Exact name of Registrant as specified in its charter)

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

100 Crystal Run Road
Middletown, NY  10941(Address of principal executive offices)

(845) 695-2600 (Registrants telephone number)

Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

|Yes x | No o
|----- | ----

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

|Yes x | No o
|----- | ----

As of July 31, 2003 there were 89,718,915 shares of Class A common stock and 28,913,145 shares of Class B common stock outstanding.

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

FORM 10-QFOR THE PERIOD ENDED JUNE 30,
2003

TABLE OF CONTENTS

|        |                                                                                               | Page
|------- | --------------------------------------------------------------------------------------------- | ----
|        |                                                                                               |     
|        |                                                                                               |     
|PART I 
|       
|Item 1. | Financial Statements                                                                          |     
|        |                                                                                               |     
|        | Consolidated Balance Sheets (unaudited) - June 30, 2003 and December 31, 2002                 | 1   
|        |                                                                                               |     
|        | Consolidated Statements of Operations (unaudited)  Three Months Ended June 30, 2003 and 2002 | 2   
|        |                                                                                               |     
|        | Consolidated Statements of Operations (unaudited) - Six Months Ended June 30, 2003 and 2002   | 3   
|        |                                                                                               |     
|        | Consolidated Statements of Cash Flows (unaudited) - Six Months Ended June 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         | 8   
|        |                                                                                               |     
|Item 3. | Quantitative and Qualitative Disclosures about Market Risk                                    | 16  
|        |                                                                                               |     
|Item 4. | Controls and Procedures                                                                       | 17  
|        |                                                                                               |     
|PART II
|       
|Item 4. | Submission of Matters to a Vote of Security Holders                                           | 18  
|        |                                                                                               |     
|Item 6. | Exhibits and Reports on Form 8-K                                                              | 18  

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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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##### Table of Contents

PART I

ITEM 1.     FINANCIAL STATEMENTS

MEDIACOM COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

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

|                                                                                                                                                                                                                                           |  | June 30, 2003 |           | December 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | --------- | ----------------- | -
|                                                                                                                                                                                                                                           |  |               |           |                   |  
|ASSETS                                                                                                                                                                                                                                     |  |               |           |                   |  
|CURRENT ASSETS                                                                                                                                                                                                                             |  |               |           |                   |  
|Cash and cash equivalents                                                                                                                                                                                                                  |  | $             | 42,906    |                   | $
|Investments                                                                                                                                                                                                                                |  |               | 2,983     |                   |  
|Subscriber accounts receivable, net of allowance for doubtful accounts of $4,439 and $3,789, respectively                                                                                                                                  |  |               | 58,224    |                   |  
|Prepaid expenses and other assets                                                                                                                                                                                                          |  |               | 14,613    |                   |  
|                                                                                                                                                                                                                                           |  |               |           |                   |  
|Total current assets                                                                                                                                                                                                                       |  |               | 118,726   |                   |  
|Investment in cable television systems:                                                                                                                                                                                                    |  |               |           |                   |  
|Inventory, net                                                                                                                                                                                                                             |  |               | 18,146    |                   |  
|Property, plant and equipment, net of accumulated depreciation of $776,739 and $631,427, respectively                                                                                                                                      |  |               | 1,449,068 |                   |  
|Intangible assets, net of accumulated amortization of $282,903 and $275,125, respectively                                                                                                                                                  |  |               | 2,059,385 |                   |  
|                                                                                                                                                                                                                                           |  |               |           |                   |  
|Total investment in cable television systems                                                                                                                                                                                               |  |               | 3,526,599 |                   |  
|Other assets, net of accumulated amortization of $21,158 and $17,966, respectively                                                                                                                                                         |  |               | 42,749    |                   |  
|                                                                                                                                                                                                                                           |  |               |           |                   |  
|Total assets                                                                                                                                                                                                                               |  | $             | 3,688,074 |                   | $
|                                                                                                                                                                                                                                           |  |               |           |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                       |  |               |           |                   |  
|CURRENT LIABILITIES                                                                                                                                                                                                                        |  |               |           |                   |  
|Accounts payable and accrued expenses                                                                                                                                                                                                      |  | $             | 278,953   |                   | $
|Deferred revenue                                                                                                                                                                                                                           |  |               | 35,477    |                   |  
|Current portion of long-term debt                                                                                                                                                                                                          |  |               | 4,130     |                   |  
|                                                                                                                                                                                                                                           |  |               |           |                   |  
|Total current liabilities                                                                                                                                                                                                                  |  |               | 318,560   |                   |  
|Long-term debt, less current portion                                                                                                                                                                                                       |  |               | 3,045,800 |                   |  
|Other non-current liabilities                                                                                                                                                                                                              |  |               | 48,174    |                   |  
|                                                                                                                                                                                                                                           |  |               |           |                   |  
|Total liabilities                                                                                                                                                                                                                          |  |               | 3,412,534 |                   |  
|STOCKHOLDERS EQUITY                                                                                                                                                                                                                       |  |               |           |                   |  
|Class A common stock, $.01 par value; 300,000,000 shares authorized; 91,255,659 shares issued and 89,718,915 shares outstanding as of June 30,
2003 and 91,068,774 shares issued and 89,532,030 shares outstanding as of December 31, 2002 |  |               | 913       |                   |  
|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 June 30, 2003
and December 31, 2002, respectively                                                       |  |               | 289       |                   |  
|Additional paid in capital                                                                                                                                                                                                                 |  |               | 981,865   |                   |  
|Accumulated deficit                                                                                                                                                                                                                        |  |               | (701,564  | )                 |  
|Treasury stock, at cost, 1,536,744 shares of Class A common stock                                                                                                                                                                          |  |               | (5,963    | )                 |  
|                                                                                                                                                                                                                                           |  |               |           |                   |  
|Total stockholders equity                                                                                                                                                                                                                 |  |               | 275,540   |                   |  
|                                                                                                                                                                                                                                           |  |               |           |                   |  
|Total liabilities and stockholders equity                                                                                                                                                                                                 |  | $             | 3,688,074 |                   | $
|                                                                                                                                                                                                                                           |  |               |           |                   |  

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 June 30, |        
|------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | -------
|                                                                                                                         |  |                             |        
|                                                                                                                         |  | 2003                        |        
|                                                                                                                         |  |                             |        
|Revenues                                                                                                                 |  | $                           | 252,194
|Costs and expenses:                                                                                                      |  |                             |        
|Service costs (exclusive of depreciation and amortization of $ 83,312 and $81,707, respectively, shown separately below) |  |                             | 95,692 
|Selling, general and administrative expenses                                                                             |  |                             | 47,882 
|Corporate expenses                                                                                                       |  |                             | 3,908  
|Depreciation and amortization                                                                                            |  |                             | 83,312 
|                                                                                                                         |  |                             |        
|Operating income                                                                                                         |  |                             | 21,400 
|Interest expense, net                                                                                                    |  |                             | 48,883 
|Loss on derivative instruments, net                                                                                      |  |                             | 8,624  
|Other expenses                                                                                                           |  |                             | 1,838  
|                                                                                                                         |  |                             |        
|Net loss before provision for income taxes                                                                               |  |                             | (37,945
|Provision for income taxes                                                                                               |  |                             | 213    
|                                                                                                                         |  |                             |        
|Net loss                                                                                                                 |  | $                           | (38,158
|                                                                                                                         |  |                             |        
|Basic and diluted loss per share                                                                                         |  | $                           | (0.32  
|                                                                                                                         |  |                             |        
|Weighted average common shares outstanding                                                                               |  |                             | 118,632
|                                                                                                                         |  |                             |        

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)

|                                                                                                                           |  | Six Months Ended June 30, |        
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | -------
|                                                                                                                           |  |                           |        
|                                                                                                                           |  | 2003                      |        
|                                                                                                                           |  |                           |        
|Revenues                                                                                                                   |  | $                         | 494,969
|Costs and expenses:                                                                                                        |  |                           |        
|Service costs (exclusive of depreciation and amortization of  $161,478 and $152,565, respectively, shown separately below) |  |                           | 190,202
|Selling, general and administrative expenses                                                                               |  |                           | 95,253 
|Corporate expenses                                                                                                         |  |                           | 7,607  
|Depreciation and amortization                                                                                              |  |                           | 161,478
|                                                                                                                           |  |                           |        
|Operating income                                                                                                           |  |                           | 40,429 
|Interest expense, net                                                                                                      |  |                           | 97,589 
|Loss (gain) on derivative instruments, net                                                                                 |  |                           | 9,716  
|Other expenses                                                                                                             |  |                           | 4,235  
|                                                                                                                           |  |                           |        
|Net loss before provision for income taxes                                                                                 |  |                           | (71,111
|Provision for income taxes                                                                                                 |  |                           | 413    
|                                                                                                                           |  |                           |        
|Net loss                                                                                                                   |  | $                         | (71,524
|                                                                                                                           |  |                           |        
|Basic and diluted loss per share                                                                                           |  | $                         | (0.60  
|                                                                                                                           |  |                           |        
|Weighted average common shares outstanding                                                                                 |  |                           | 118,579
|                                                                                                                           |  |                           |        

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)

|                                                                               |  | Six Months Ended June 30, |         
|------------------------------------------------------------------------------ |  | ------------------------- | --------
|                                                                               |  |                           |         
|                                                                               |  | 2003                      |         
|                                                                               |  |                           |         
|CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                   |  |                           |         
|Net loss                                                                       |  | $                         | (71,524 
|Adjustments to reconcile net loss to net cash flows from operating activities: |  |                           |         
|Depreciation and amortization                                                  |  |                           | 161,478 
|Loss (gain) on derivative instruments, net                                     |  |                           | 9,716   
|Vesting of management stock                                                    |  |                           |        
|Gain on sale of investment                                                     |  |                           | (675    
|Deferred income taxes                                                          |  |                           |        
|Amortization of deferred financing costs                                       |  |                           | 3,193   
|Changes in assets and liabilities, net of effects from acquisitions:           |  |                           |         
|Subscriber accounts receivable, net                                            |  |                           | (2,019  
|Prepaid expenses and other assets                                              |  |                           | (4,335  
|Accounts payable and accrued expenses                                          |  |                           | 12,450  
|Deferred revenue                                                               |  |                           | 2,216   
|                                                                               |  |                           |         
|Net cash flows provided by operating activities                                |  |                           | 110,500 
|                                                                               |  |                           |         
|CASH FLOWS USED IN INVESTING ACTIVITIES:                                       |  |                           |         
|Capital expenditures                                                           |  |                           | (131,889
|Acquisitions of cable television systems                                       |  |                           |        
|Sale of cable system                                                           |  |                           | 8,960   
|Proceeds from sale of investment                                               |  |                           | 1,762   
|Other investment activities                                                    |  |                           | (629    
|                                                                               |  |                           |         
|Net cash flows used in investing activities                                    |  |                           | (121,796
|                                                                               |  |                           |         
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:                                   |  |                           |         
|New borrowings                                                                 |  |                           | 166,750 
|Repayment of debt                                                              |  |                           | (144,317
|Proceeds from issuance of common stock in employee stock purchase plan         |  |                           | 523     
|Financing costs                                                                |  |                           | 22      
|                                                                               |  |                           |         
|Net cash flows provided by financing activities                                |  |                           | 22,978  
|                                                                               |  |                           |         
|Net increase (decrease) in cash and cash equivalents                           |  |                           | 11,682  
|CASH AND CASH EQUIVALENTS, beginning of period                                 |  |                           | 31,224  
|                                                                               |  |                           |         
|CASH AND CASH EQUIVALENTS, end of period                                       |  | $                         | 42,906  
|                                                                               |  |                           |         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                             |  |                           |         
|Cash paid during the period for interest                                       |  | $                         | 101,539 
|                                                                               |  |                           |         
|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)     Organization

Mediacom Communications Corporation (MCC, and collectively with its subsidiaries, the Company), a Delaware corporation, is
involved in the acquisition and development of cable systems serving smaller cities and towns in the United States. Through these cable systems, the Company provides entertainment, information and telecommunications services to its
subscribers.  As of June 30, 2003, the Company was operating cable systems in 23 states, principally Alabama, California, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Minnesota, Missouri, North Carolina and South
Dakota.

(2)     Statement of Accounting Presentation and Other Information

Basis of Preparation of Consolidated Financial Statements

The
consolidated financial statements as of June 30, 2003 and 2002 are unaudited.  However, in the opinion of management, such statements include all adjustments, including normal recurring accruals and adjustments, necessary for a fair
presentation of the results for the 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 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.

Reclassifications

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

(3)     Recent Accounting Pronouncements

Effective in 2003, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, 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 applied
APB Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for stock options granted to employees and directors.  Accordingly, 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.  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 loss and loss per share.  The weighted average fair value of all of the employee options was estimated on the date of grant using the Black-Scholes
model.  Had compensation costs been recorded for employee options under SFAS No. 148, MCCs net loss and basic and diluted loss per share would have been increased from the as reported amounts to the pro forma
amounts as follows:

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Unaudited)

|                                                                                                                   |  | Three Months Ended June 30, |         | Six Months Ended June 30, |  
|------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ------- | ------------------------- | -
|                                                                                                                   |  |                             |         |                           |  
|                                                                                                                   |  | 2003                        |         | 2002                      |  
|                                                                                                                   |  |                             |         |                           |  
|                                                                                                                   |  | (dollars in thousands)      |        
|Net loss, as reported                                                                                              |  | $                           | (38,158 | )                         | $
|Add: Non-cash stock charges                                                                                        |  |                             |        |                           |  
|Deduct: Total stock based compensation expense determined under fair value based method for all awards, net of tax |  |                             | (556    | )                         |  
|                                                                                                                   |  |                             |         |                           |  
|Pro forma, net loss                                                                                                |  | $                           | (38,714 | )                         | $
|                                                                                                                   |  |                             |         |                           |  
|Basic and diluted loss per share:                                                                                  |  |                             |         |                           |  
|As reported                                                                                                        |  | $                           | (0.32   | )                         | $
|                                                                                                                   |  |                             |         |                           |  
|Pro forma                                                                                                          |  | $                           | (0.33   | )                         | $
|                                                                                                                   |  |                             |         |                           |  

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 adoption of SFAS 149 in the third quarter of fiscal 2003 is not expected to 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
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 150, certain financial
instruments that embody obligations for the issuer are required to be classified as liabilities. SFAS 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 adoption of SFAS 150 in the third quarter of fiscal 2003 is not expected to have a material impact on the Companys financial condition or results of operations.

(4)     Loss Per Share

The Company calculates loss per share in
accordance with Statement Financial of Accounting Standards No. 128 (SFAS 128), Earnings per Share.  SFAS 128 computes basic loss per share by dividing the net loss by the weighted average number of shares of common
stock outstanding during the period.  Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period plus the effects of any potentially dilutive
securities.  Due to its current losses, the Company does not have any additional securities outstanding that would have a dilutive effect on the weighted average common shares outstanding.  The effects of stock options and convertible debt
were anti-dilutive because the Company generated net losses for the periods presented.  Accordingly, diluted loss per share equaled basic loss per share.  If the Company did not have net losses, the number of dilutive shares that would
have been included in the earnings per share calculation totaled 30,000 for the three and six months ended June 30, 2003 and 20,000 for the three and six months ended June 30, 2002.

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(5)     Debt

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

|                             |  | June 30, 2003          |           | December 31, 2002 |  
|---------------------------- |  | ---------------------- | --------- | ----------------- | -
|                             |  |                        |           |                   |  
|                             |  | (dollars in thousands) |          
|Bank credit facilities       |  | $                      | 1,644,500 |                   | $
|81⁄2% senior notes             |  |                        | 200,000   |                   |  
|77/8% senior notes           |  |                        | 125,000   |                   |  
|91⁄2% senior notes             |  |                        | 500,000   |                   |  
|11% senior notes             |  |                        | 400,000   |                   |  
|51⁄4% convertible senior notes |  |                        | 172,500   |                   |  
|Capital lease obligations    |  |                        | 7,930     |                   |  
|                             |  |                        |           |                   |  
|                             |  | $                      | 3,049,930 |                   | $
|                             |  |                        |           |                   |  

The average interest rate on outstanding debt
under the bank credit facilities was 3.1% for the six months ended June 30, 2003, before giving effect to the interest rate exchange agreements discussed below.  As of June 30, 2003, the Company had unused credit commitments of approximately
$795.2 million under its bank credit facilities, of which about $663.0 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 June 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 June 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.

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 June 30, 2003, based on the mark-to-market valuation, the Company would have paid approximately $33.7 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 six months
ended June 30, 2003 and 2002 and with the Companys annual report on Form 10-K for the year ended December 31, 2002.

Organization

Mediacom Communications Corporation (MCC) was organized as a Delaware corporation in November 1999 and completed an initial public offering in February
2000.  Immediately prior to the completion of its initial public offering, MCC issued shares of common stock in exchange for all of the outstanding membership interests in Mediacom LLC, a New York limited liability company, upon which Mediacom
LLC became MCCs wholly-owned subsidiary.  Mediacom LLC commenced operations in March 1996 and until June 2001 served as the holding company for all of MCCs operating subsidiaries.

Mediacom Broadband LLC, a wholly-owned subsidiary of MCC, was organized as a Delaware limited liability company in April 2001 for the purpose of acquiring cable
systems from AT&T Broadband, LLC.  Mediacom Broadband LLCs operating subsidiaries completed the acquisitions of the AT&T cable systems in June and July 2001.

General

Approximately 84.9% of the Companys revenues for the three months ended June 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 10.8% 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 the introduction of new programming services to the Companys basic subscribers and to increases in the rates charged for existing programming services.  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.

Depreciation and amortization associated with the Companys acquisition activities and capital investment program, as well as the interest expense related to the
Companys financing activities, have caused the Company to report net losses.  The Company believes that such net losses are common for cable television companies.

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##### Table of Contents

Actual Results of Operations

Selected Operating
Data.The table below provides selected operating data for the Companys cable systems.  The information provided in this table as of June 30, 2003, reflects the sale of a cable system in the first quarter of 2003, which served
approximately 3,000 basic subscribers, 2,000 digital customers and 1,000 data customers.

|                  |  | June 30, 2003 |           | June 30, 2002 | 
|----------------- |  | ------------- | --------- | ------------- | 
|                  |  |               |           |               | 
|Basic subscribers |  |               | 1,560,000 |               | 
|Digital customers |  |               | 385,000   |               | 
|Data customers    |  |               | 234,000   |               | 

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

Revenues.  Revenues increased by 9.3% to $252.2 million for the three months ended June 30, 2003, as compared to $230.8 million for the
three months ended June 30, 2002.  Revenues by service offering were as follows (dollars in millions):

|            |  | Three Months Ended June 30, |      
|----------- |  | --------------------------- | -----
|            |  |                             |      
|            |  | 2003                        |      
|            |  |                             |      
|            |  | Amount                      |      
|            |  |                             |      
|Video       |  | $                           | 214.1
|Data        |  |                             | 27.3 
|Advertising |  |                             | 10.8 
|            |  |                             |      
|            |  | $                           | 252.2
|            |  |                             |      

Video revenues increased by 4.7% to $214.1
million for the three months ended June 30, 2003, as compared to $204.4 million for the three months ended June 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 principally due to increased competition in certain markets and a reduction in analog premium service units.

Data revenues increased by 64.5% to $27.3 million for the three months ended June 30, 2003, as compared to $16.6 million for the three months ended June 30,
2002.  Data revenues increased primarily due to customer growth in the Companys high-speed Internet access service.

Advertising revenues increased by 10.2% to $10.8 million for the three months ended June 30, 2003, as compared to $9.8 million for the three months ended June 30,
2002.  Advertising revenues increased primarily due to an increase in the number of markets managed by the Companys advertising sales division.

Service costs.  Service costs increased 7.4% to $95.7 million for the three months ended June 30, 2003, as compared to $89.1 million for the three months
ended June 30, 2002.  Service costs increased primarily due to greater operating costs directly related to customer growth in the Companys high-speed Internet access services and higher programming expenses for existing basic services,
partially offset by lower programming costs related to a decline in analog premium service units.  As a percentage of revenues, service costs were 37.9% for the three months ended June 30, 2003, as compared with 38.6% for the three months ended
June 30, 2002.

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Selling, general and administrative expenses.  Selling, general and administrative expenses increased
12.4% to $47.9 million for the three months ended June 30, 2003, as compared to $42.6 million for the three months ended June 30, 2002.  This was primarily a result of increases in bad debt expense, marketing expenses related to the
Companys digital and high-speed Internet services, advertising expenses related to the Companys new markets and taxes and fees.  As a percentage of revenues, selling, general and administrative expenses were 19.0% for the three
months ended June 30, 2003, as compared with 18.5% for the three months ended June 30, 2002.

Corporate expenses.  Corporate
expenses increased 6.7% to $3.9 million for the three months ended June 30, 2003, as compared to $3.7 million for the three months ended June 30, 2002.  This was principally due to increases in corporate employees and their related costs,
higher legal and other professional fees and insurance premiums, partially offset by the recognition of $0.5 million of non-cash stock charges during the three months ended June 30, 2002.  These non-cash charges represented vesting in equity
interests granted to certain members of MCCs management team.  As a percentage of revenues, corporate expenses were 1.5% for the three months ended June 30, 2003, as compared with 1.6% for the three months ended June 30, 2002.

Depreciation and amortization. Depreciation and amortization increased 2.0% to $83.3 million for the three months ended June 30, 2003, as
compared to $81.7 million for the three months ended June 30, 2002.  The increase was due to the Companys ongoing investments in its cable systems, offset in part by a reduction in amortization expense related to fully amortized
intangible assets.

Interest expense, net.  Interest expense, net, increased 4.9% to $48.9 million for the three months ended
June 30, 2003 as compared to $46.6 million for the three months ended June 30, 2002.  This was primarily due to an increase in the aggregate notional amount of the Companys interest rate exchange agreements from $320.0 million as of June
30, 2002 to $830.0 million as of June 30, 2003 and an increase in average indebtedness, offset in part by lower market interest rates during the three months ended June 30, 2003.  The average fixed interest rate the Company paid under its
interest rate exchange agreements was higher than variable market interest rates.

Loss (gain) on derivative instruments,
net.  Loss on derivative instruments, net, was $8.6 million for the three months ended June 30, 2003, as compared to $1.7 million for the three months ended June 30, 2002.  This was primarily due to an increase in the aggregate
notional amount of the Companys interest rate exchange agreements and the fixed interest rates associated with such agreements, and a decline in market interest rates.

Other expenses.  Other expenses were $1.8 million for the three months ended June 30, 2003, as compared to $2.9 million for the three months ended June
30, 2002.  Other expenses primarily represent amortization of deferred financing costs and fees on unused credit commitments.  Other expenses for the three months ended June 30, 2003 were offset in part by a gain on sale of investments
amounting to $0.7 million.

Net loss.  Due to the factors described above, the Company generated a net loss of $38.2 million
for the three months ended June 30, 2003, as compared to a net loss of $37.5 million for the three months ended June 30, 2002.

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Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Revenues.  Revenues increased by 9.9% to $495.0 million for the six months ended June 30, 2003, as compared to $450.3 million for the six
months ended June 30, 2002.  Revenues by service offering were as follows (dollars in millions):

|            |  | Six months Ended June 30, |      
|----------- |  | ------------------------- | -----
|            |  |                           |      
|            |  | 2003                      |      
|            |  |                           |      
|            |  | Amount                    |      
|            |  |                           |      
|Video       |  | $                         | 423.5
|Data        |  |                           | 51.6 
|Advertising |  |                           | 19.9 
|            |  |                           |      
|            |  | $                         | 495.0
|            |  |                           |      

Video revenues increased by 5.4% to $423.5
million for the six months ended June 30, 2003, as compared to $401.9 million for the six months ended June 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 principally due to increased competition in certain markets and a reduction in analog premium service units as a result of increased
competition in certain markets.

Data revenues increased by 69.4% to $51.6 million for the six months ended June 30, 2003, as compared
to $30.4 million for the six months ended June 30, 2002.  Data revenues increased primarily due to customer growth in the Companys high-speed Internet access service.

Advertising revenues increased by 10.9% to $19.9 million for the six months ended June 30, 2003, as compared to $18.0 million for the six months ended June 30,
2002.  Advertising revenues increased primarily due to an increase in the number of markets managed by the Companys advertising sales division.

Service costs.  Service costs increased 5.2% to $190.2 million for the six months ended June 30, 2003, as compared to $180.8 million for the six months
ended June 30, 2002.  Service costs for the six months ended June 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 operating costs directly related to customer growth in the Companys high-speed Internet access services and higher programming expenses for existing basic services, partially
offset by lower programming costs related to a decline in analog premium service units.  As a percentage of revenues, service costs were 38.4% for the six months ended June 30, 2003, as compared with 40.1% for the six months ended June 30,
2002.

Selling, general and administrative expenses.  Selling, general and administrative expenses increased 13.9% to $95.3
million for the six months ended June 30, 2003, as compared to $83.6 million for the six months ended June 30, 2002.  This was primarily a result of increases in bad debt expense, taxes and fees, marketing expenses related to the Companys
digital and high-speed Internet services and employee and telecommunication costs associated with the Companys customer call centers.  As a percentage of revenues, selling, general and administrative expenses were 19.2% for the six months
ended June 30, 2003, as compared with 18.6% for the six months ended June 30, 2002.

Corporate expenses.  Corporate expenses
decreased 1.3% to $7.6 million for the six months ended June 30, 2003, as compared to $7.7 million for the six months ended June 30, 2002.  The decrease was due to the recognition of $1.5 million of non-cash stock charges during the six months
ended June 30, 2002, offset by increases in corporate employees and their related costs, higher legal and other professional fees and insurance premiums.  These non-cash charges represented vesting in equity interests granted to certain members
of MCCs management team.  As a percentage of revenues, corporate expenses were 1.5% for the six months ended June 30, 2003, as compared with 1.7% for the six months ended June 30, 2002.

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Depreciation and amortization. Depreciation and amortization increased 5.8% to $161.5 million for the six
months ended June 30, 2003, as compared to $152.6 million for the six months ended June 30, 2002.  The increase is due to the Companys ongoing investments in its cable systems, offset in part by a reduction in amortization expense related
to fully amortized intangible assets.

Interest expense, net.  Interest expense, net, increased 4.6% to $97.6 million for the
six months ended June 30, 2003, as compared to $93.3 million for the six months ended June 30, 2002.  This was primarily due to an increase in the aggregate notional amount of the Companys interest rate exchange agreements from $320.0
million as of June 30, 2002 to $830.0 million as of June 30, 2003 and an increase in average indebtedness, offset in part by lower market interest rates during the six months ended June 30, 2003.  The average fixed interest rate the Company
paid under its interest rate exchange agreements was higher than variable market interest rates.

Loss (gain) on derivative
instruments, net.  Loss on derivative instruments, net, was $9.7 million for the six months ended June 30, 2003, as compared to a gain of $0.9 million for the six months ended June 30, 2002.  This was primarily due to an increase in
the aggregate notional amount of the Companys interest rate exchange agreements and the fixed interest rates associated with such agreements, and a decline in market interest rates.

Other expenses.  Other expenses were $4.2 million for the six months ended June 30, 2003, as compared to $5.9 million for the six months ended June 30,
2002.  Other expenses primarily represent amortization of deferred financing costs and fees on unused credit commitments.  Other expenses for the six months ended June 30, 2003 were offset in part by a gain on sale of investments amounting
to $0.7 million.

Net loss.  Due to the factors described above, the Company generated a net loss of $71.5 million for the six
months ended June 30, 2003, as compared to a net loss of $72.7 million for the six months ended June 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 $110.5 million and $74.4 million for the six months ended June
30, 2003 and 2002, respectively.  Net loss was relatively consistent in both periods reflecting $10.6 million and $8.9 million increases, respectively, in loss on derivative instruments, net, and depreciation and amortization, which are
non-cash expenses.  The increase in net operating cash flows was also attributable in part to an increase of $11.5 million in accounts payable and accrued expenses.

Investing Activities

Net cash flows used in investing activities were
$121.8 million and $195.3 million for the six months ended June 30, 2003 and 2002, respectively.  The change in net cash flows resulted primarily from a decrease in capital expenditures from the corresponding period in 2002 and the receipt of
$9.0 million in proceeds from the sale of a cable system during the six months ended June 30, 2003.

The Companys capital
expenditures were $140.2 million for the six months ended June 30, 2003, inclusive of $8.3 million of vehicles purchased and financed under capital leases.  As of June 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 96% of the Companys homes passed were activated with two-way communications capability.  As of June 30,
2003, the Companys digital cable service was available to approximately 98% of its basic subscribers, and the Companys data service was marketed to about 95% of the homes passed by its cable systems.

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The Company has virtually 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.  Due to efficiencies associated with the Companys network upgrade program and overall
capital plan, the Company now expects to invest approximately $230.0 million to $240.0 million in capital expenditures in 2003, which represents a reduction from previous guidance of a range of $250.0 million to $270.0 million.

Financing Activities

Net cash flows provided by financing
activities were $23.0 million and $102.5 million for the six months ended June 30, 2003 and 2002, respectively.  The change in net cash flows resulted from lower borrowing requirements for the six months ended June 30, 2003.

The operating subsidiaries of Mediacom Broadband LLC have a $1.4 billion bank credit facility expiring in September 2010, of which $927.0 million was
outstanding as of June 30, 2003.  The operating subsidiaries of Mediacom LLC have two bank credit facilities aggregating $1.1 billion, of which $717.5 million was outstanding as of June 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 June 30, 2007.

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 the filing date of this report, about 73% of the Companys outstanding indebtedness was at fixed interest rates or subject to interest rate
protection.

As of June 30, 2003, the Companys total debt was $3.05 billion, it had unused credit commitments of about $795.2
million under its bank credit facilities, and its annualized cost of debt capital was approximately 6.4%.  On such date, approximately $663.0 million could be borrowed and used for general corporate purposes under the most restrictive covenants
in the Companys debt arrangements.  As of June 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, capital expenditure and acquisition requirements.  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.

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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 at June 30, 2003.

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, 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 prior to September 30, 2003.

Recent Accounting Pronouncements

Effective in 2003, the Financial Accounting Standards Board issued SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, 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 Opinion No. 28, Interim Financial Reporting, to require disclosure about those effects in interim financial information.

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 adoption of SFAS 149 in the third quarter of fiscal 2003 is not
expected to 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 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 150, certain financial instruments that embody obligations for the issuer are required to be classified as liabilities. SFAS 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 adoption of SFAS 150 in the third quarter of fiscal 2003 is not
expected to have a material impact on the Companys financial condition or results of operations.

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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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##### Table of Contents

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 June 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 June 30, 2003, based on the mark-to-market valuation, the Company would have paid approximately $33.7 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 June 30, 2003 (dollars in thousands).  See Note 5 to the Companys unaudited consolidated financial statements.

|                               |  | Senior Notes |           | Bank CreditFacilities |   | Capital Lease Obligations |   | Total |      
|------------------------------ |  | ------------ | --------- | --------------------- | - | ------------------------- | - | ----- | -----
|                               |  |              |           |                       |   |                           |   |       |      
|Expected Maturity:             |  |              |           |                       |   |                           |   |       |      
|Less than 1 year               |  | $            |          |                       | $ | 2,000                     |   | $     | 2,130
|1 year                         |  |              |          |                       |   | 28,000                    |   |       | 2,070
|2 years                        |  |              |          |                       |   | 132,500                   |   |       | 2,010
|3 years                        |  |              | 172,500   | (1)                   |   | 235,750                   |   |       | 1,355
|4 years                        |  |              |          |                       |   | 314,500                   |   |       | 365  
|Thereafter                     |  |              | 1,225,000 |                       |   | 931,750                   |   |       |     
|                               |  |              |           |                       |   |                           |   |       |      
|Total                          |  | $            | 1,397,500 |                       | $ | 1,644,500                 |   | $     | 7,930
|                               |  |              |           |                       |   |                           |   |       |      
|Fair Value                     |  | $            | 1,467,300 |                       | $ | 1,644,500                 |   | $     | 7,930
|                               |  |              |           |                       |   |                           |   |       |      
|Weighted Average Interest Rate |  |              | 9.1       | %                     |   | 3.1                       | % |       | 3.1  
|                               |  |              |           |                       |   |                           |   |       |      

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##### Table of Contents

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 June 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 June 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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##### Table of Contents

PART II

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 23, 2003, the Company held its annual meeting of stockholders to (i) elect seven directors to serve for a term of one year, (ii) ratify the 2003 Incentive
Plan and (iii) ratify the selection of the Companys independent auditors for the year ending December 31, 2003.

The following
individuals were elected to serve as directors for a term of one year:

|                       |  | Vote For    |  | Vote Withheld
|---------------------- |  | ----------- |  | -------------
|                       |  |             |  |              
|Rocco B. Commisso      |  | 350,300,405 |  | 21,380,991   
|Craig S. Mitchell      |  | 370,162,695 |  | 1,518,701    
|William S. Morris III  |  | 367,411,559 |  | 4,269,837    
|Thomas V. Reifenheiser |  | 367,461,474 |  | 4,219,922    
|Natale S. Ricciardi    |  | 367,461,814 |  | 4,219,582    
|Mark E. Stephan        |  | 350,121,705 |  | 21,559,691   
|Robert L. Winikoff     |  | 349,864,695 |  | 21,816,701   

These individuals constituted
the Companys entire Board of Directors and served as its directors immediately preceding the annual meeting.

The stockholders
approved the 2003 Incentive Plan.  The result of the vote was as follows:  296,166,305 votes were for the approval, 70,391,542 votes were against the approval and 36,563 votes abstained from the approval.

The stockholders ratified the selection of PricewaterhouseCoopers LLP as the Companys independent auditors for the year ending December 31, 2003. The result of
the vote was as follows: 371,673,518 votes were for the selection, 4,416 votes were against the selection and 3,462 votes abstained from the selection.

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 June 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 May 12, 2003, was furnished on May 12, 2003. The items reported were:

| |  | Item 7 - Financial Statements and Exhibits, which identified the exhibit furnished with the Form 8-K; and                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                   
| |  | Item 9 - Regulation FD Disclosure, which reported the issuance of a press release announcing the Companys financial results for the quarter ended March 31, 2003.

Current report on Form 8-K, dated May 15, 2003, was furnished on May 15, 2003. The item reported was:

| |  | Item 9 - Regulation FD Disclosure, which furnished the Section 906 certification that accompanied the Companys quarterly report on Form 10-Q for the quarter ended March
31, 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
|--------------- | -----------------------------------
|                |                                    
|                |                                    
|August 13, 2003 | By:                                
|                |                                    
|                |                                    
|                |                                    

19