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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,
         2001

                        COMMISSION FILE NUMBER: 333-89179

                                  KNOLOGY, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

              Knology, Inc.
         1241 O.G. Skinner Drive
           West Point, Georgia                                   31833
           -------------------                                   -----
  (Address of principal executive offices)                     (Zip Code)


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

           Securities registered pursuant to Section 12(b) of the Act:

                                 Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

             Options to Purchase Shares of Series A Preferred Stock

     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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated herein by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. [X]

     The aggregate market value of the voting stock held by non-affiliates is
not applicable as no public market exists for the voting stock of the
registrant.

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     As of January 31, 2002, we had 502,434 shares of common stock, 50,997,760
shares of Series A preferred stock, 21,180,131 shares of Series B preferred
stock, and 37,219,562 shares of Series C preferred stock outstanding.

                      Documents Incorporated By Reference:

                                      None.

                                Explanatory Note

     This Amendment to Form 10-K is filed to amend Exhibits 10.21 and 21.1,
which are filed herewith in their entirety.



                                      -2-

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                                    SIGNATURE

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

                                         KNOLOGY, INC.



                                         By: /s/ Chad S. Wachter
                                            -----------------------------------
                                         Name:  Chad S. Wachter
                                         Title: Vice President, General Counsel
                                                      and Secretary

Dated: April 29, 2002