SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2004

Commission File Number: 0-29227

Mediacom Communications Corporation

     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 July 29, 2004 there were 89,969,317 shares of Class A common stock and 28,836,234 shares of Class B common stock outstanding.

MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2004

TABLE OF CONTENTS

     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, 2003 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.

PART I

ITEM 1. FINANCIAL STATEMENTS

MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Dollar amounts in 000’s)
(Unaudited)

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

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in 000’s, except per share data)
(Unaudited)

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

2

MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in 000’s, except per share data)
(Unaudited)

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

3

MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in 000’s)
(Unaudited)

The accompanying notes to unaudited 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 Unaudited Consolidated Financial Statements

     Mediacom Communications Corporation (“MCC,” and collectively with its subsidiaries, the “Company”) has prepared these unaudited consolidated financial statements as of June 30, 2004 and 2003. In the opinion of management, such statements include all adjustments, consisting of normal recurring accruals and adjustments, necessary for a fair presentation of the Company’s consolidated results of operations and financial position for the interim periods presented. The accounting policies followed during such interim periods reported are in conformity with generally accepted accounting principles in the United States of America and are consistent with those applied during annual periods. 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, 2003 (File No. 000-29227). 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, 2004.

     Change in Estimate

     Effective July 1, 2003, the Company changed the estimated useful lives of certain plant and equipment of its cable systems in conjunction with the Company’s 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 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 effective July 1, 2003 and resulted in a reduction of depreciation expense and a corresponding increase in net income of approximately $32.4 million or $0.27 per share for the three months ended June 30, 2004 and $64.5 million or $0.54 per share for the six months ended June 30, 2004.

     Property, Plant and Equipment

     Property, plant and equipment are recorded at cost. Additions to property, plant and equipment generally include material, labor and indirect costs. Depreciation is calculated on a straight-line basis over the following useful lives:

     The Company capitalizes improvements that extend asset lives and expenses repairs and maintenance as incurred. At the time of retirements, or other dispositions of property, the original cost and related accumulated depreciation are removed from the respective accounts and the losses are presented as a component of depreciation expense.

     The Company capitalizes the costs associated with the construction of cable transmission and distribution facilities, and new cable installations. Costs include direct labor and material, as well as certain indirect costs. The Company performs periodic evaluations of certain estimates used to determine such costs that are capitalized. Any changes to these estimates, which may be significant, are applied in the period in which the evaluations were completed. The costs of disconnecting service at a customer’s dwelling or reconnecting to a previously installed dwelling are charged as expense in the period incurred. Costs associated with subsequent installations of additional services not previously installed at a customer’s dwelling are capitalized to the extent such costs are incremental and directly attributable to the installation of such additional services.

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Income Taxes

     The Company provides for income taxes using the liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”, which requires an asset and liability based approach in accounting for income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and expected benefits of utilizing net operating loss carryforwards. The Company periodically assesses the likelihood of realization of deferred tax assets and net operating loss carryforwards by considering the scheduled reversal of deferred tax liabilities, taxable income in future periods and tax planning strategies.

     Comprehensive Income

     SFAS No. 130, “Reporting Comprehensive Income” (“SFAS 130”) requires companies to classify items of other comprehensive income by their nature in the financial statements and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of a statement of financial position. The Company has had no other comprehensive income items to report.

     Reclassifications

     Certain reclassifications have been made to the 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. 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 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 (dollars in thousands, except per share amounts):

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(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. Diluted earnings per share is computed by dividing the net income by the weighted average number of shares of common stock outstanding during the period plus the effects of any dilutive securities. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. Our potentially dilutive securities include common shares which may be issued upon exercise of our stock options or upon conversion of convertible senior notes.

     Diluted EPS for the three months ended June 30, 2004 excludes approximately 11.1 million potential common shares, related to our stock option plans because the option exercise price was greater than the average market price of our common stock. For the six months ended June 30, 2004, the diluted EPS excludes approximately 11.1 million potential common shares, related to our stock option plans because the option exercise price was greater than the average market price of our common stock, and approximately 9.2 million of potential common shares related to convertible senior notes, which were considered to be anti-dilutive. Diluted EPS for the three and six months ended June 30, 2003 excludes approximately 20.0 million potential common shares, primarily related to our stock option and convertible senior notes because the assumed issuance of such potential common shares is antidilutive in periods in which there is a loss. The following table reconciles the numerator and denominator of the computations of diluted earnings per share for the three and six months ended June 30, 2004 (dollars in thousands, except per share amounts):

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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(4) Property, Plant and Equipment

     As of June 30, 2004 and December 31, 2003, property, plant and equipment consisted of (dollars in thousands):

     Depreciation expense for the three and six months ended June 30, 2004 was approximately $52.9 million and $102.4 million, respectively and $79.8 million and $153.6 million for the respective periods in 2003.

(5) Intangible Assets

     The Company operates its cable systems under non-exclusive cable franchises that are granted by state or local government authorities for varying lengths of time. The Company acquired these cable franchises through acquisitions of cable systems and accounted for them using the purchase method of accounting.

     Indefinite-lived intangible assets include goodwill and cable franchise costs and are accounted for in accordance with SFAS No. 142 “Goodwill and Other Intangible Assets”. The provisions of SFAS No. 142, which were adopted by the Company on January 1, 2002, prohibit the amortization of indefinite-lived intangible assets and goodwill, but 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 and goodwill are indefinite-lived assets. Accordingly, on January 1, 2002, the Company ceased the amortization of its indefinite-lived intangible assets. Other finite-lived intangible assets, which consist primarily of subscriber lists and covenants not to compete, continue to be amortized over their useful lives of 5 to 10 years and 5 years, respectively. The following table summarizes the net asset value for each intangible asset category as of June 30, 2004 and December 31, 2003 (dollars in thousands):

     Amortization expense for the three and six months ended June 30, 2004 was approximately $2.6 million and $5.8 million, respectively and $3.5 million and $7.9 million for the respective periods in 2003. The Company’s estimated future aggregate amortization expense for 2004 through 2008 and beyond is $5.3 million, $2.8 million, $2.1 million, $2.1 million, $2.1 million and $7.7 million, respectively.

8

MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(6)	Accounts Payable and Accrued Expenses

     Accounts payable and accrued expenses consist of the following as of June 30, 2004 and December 31, 2003 (dollars in thousands):

(7)	Debt

     As of June 30, 2004 and December 31, 2003, debt consisted of (dollars in thousands):

     The average interest rate on outstanding debt under the bank credit facilities for the three and six months ended June 30, 2004 was 2.9%, before giving effect to the interest rate exchange agreements discussed below. As of June 30, 2004, the Company had unused credit commitments of approximately $738.4 million under its bank credit facilities, of which about $657.4 million could be borrowed and used for general corporate purposes based on the terms and conditions of the Company’s debt arrangements. The Company was in compliance with all covenants under its debt arrangements for all periods through June 30, 2004.

9

MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The Company uses interest rate exchange agreements with counterparties to fix the interest rate on a portion of its floating rate debt. As of June 30, 2004, the Company had interest rate exchange agreements with various banks pursuant to which the interest rate on $800.0 million is fixed at a weighted average rate of approximately 3.3%. This fixed interest rate is then adjusted, if necessary, by the applicable three-month London Interbank Offering Rate to determine the interest expense related to the Company’s interest rate swap agreements. The changes in their mark-to-market values are derived from changes in market interest rates, the decrease in their time to maturity and the creditworthiness of the counterparties. The Company’s use of interest rate exchange agreements may result in short-term gains or losses and may increase the volatility of earnings. The Company had a gain of $21.3 million and $13.7 million, respectively, for the three and six months ended June 30, 2004, as compared to a loss of $8.6 million and $9.7 million, respectively, for the three and six months ended June 30, 2003.

     Under the terms of the interest rate exchange agreements, which expire from 2005 through 2007, the Company is exposed to credit loss in the event of nonperformance by the other parties. However, due to the high creditworthiness of the Company’s counterparties, which are major banking firms rated investment grade, the Company does not anticipate their nonperformance. 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, their remaining lives and the current creditworthiness of the Company’s counterparties. At June 30, 2004, based on the mark-to-market valuation, the Company would have paid approximately $2.1 million if these agreements were terminated, inclusive of accrued interest.

(8)	Sale of Assets and Investments

     The Company had a net gain on sale of assets and investments amounting to $5.9 million for the three and six months ended June 30, 2004 and $0.7 million for the three and six months ended June 30, 2003. The net gain for the second quarter of 2004 was principally due to the sale of a non-strategic cable system with approximately 3,450 subscribers for gross proceeds of about $10.1 million.

(9)	Contingency

     On April 5, 2004, a lawsuit was filed against Mediacom Communications Corporation, MCC Georgia LLC, an indirect subsidiary of Mediacom Communications Corporation and other, currently unnamed potential defendants in the United States District Court for the District of Colorado by Echostar Satellite LLC, which operates a direct broadcast satellite business under the name “Dish Network”. Echostar alleges that the Company has used, without authorization, Dish Network satellite dishes activated under residential accounts to receive the signals of certain broadcast television stations in one or more locations in Georgia and that the Company has then been redistributing those signals, through its cable systems, to its subscribers. Among other claims, the complaint filed by Echostar alleges that these actions violate a provision of the Communications Act of 1934 (47 U.S.C. Sec. 605) that prohibits unauthorized interception of radio communications. The plaintiff seeks injunctive relief, actual and statutory damages, disgorgement of profits, punitive damages and litigation costs, including attorneys’ fees. The Company intends to vigorously defend against these claims. At the present time, the Company is unable to reasonably evaluate the likelihood of an unfavorable outcome or quantify the possible damages, if any, associated with these matters, or judge whether or not those damages would be material to its consolidated financial position, results of operations, cash flows or business.

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

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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, 2004 and 2003 and with the Company’s annual report on Form 10-K for the year ended December 31, 2003.

Overview

     Mediacom Communications Corporation is currently the nation’s eighth largest cable television company based on customers served and the leading cable operator focused on serving the smaller cities and towns in the United States. We provide our customers with a wide array of broadband products and services, including traditional analog video services, digital television, video-on-demand, high-definition television and broadband data access. As of June 30, 2004, our cable systems passed approximately 2.77 million homes and served approximately 1.49 million basic subscribers in 23 states.

     In mid-2003, we completed our planned network upgrade program that significantly increased bandwidth and enabled interactivity. Our upgraded network allows us to introduce additional programming and other products and services such as digital video, video-on-demand, high-definition television and broadband data service. We currently provide digital video services to approximately 373,000 subscribers, representing a penetration of approximately 25.0% of our basic subscribers. We also currently provide broadband data services to approximately 327,000 subscribers, representing a penetration of approximately 11.8% of our homes passed. Beginning in the first half of 2005, we plan to launch in certain of our markets Internet protocol telephony service, which is sometimes referred to as Voice-over-Internet-Protocol, or VoIP telephony. VoIP telephony will allow us to offer an attractive triple-play bundle of video, data and voice products and services. Bundled products and services offer our subscribers key benefits such as a single provider contact for provisioning, billing and customer care.

     We face increasing competition for our video programming services, most notably from direct broadcast satellite service, or DBS service providers. During the first six months of 2004, competitive pressure from DBS service providers intensified when they launched local television channels in additional markets representing an estimated 27% of our basic subscriber base. Since they have been permitted to deliver local television broadcast signals beginning in 1999, DIRECTV, Inc. and Echostar Communications Corporation, the two largest DBS service providers, have been increasing the number of markets in which they deliver these local television signals. These “local-into-local” launches were usually accompanied by heavy marketing and advertising and were the primary cause of our loss of basic subscribers in recent periods. As of June 30, 2004, competitive local-into-local services in our markets covered an estimated 89% of our basic subscribers.

     Use of Operating Income Before Depreciation and Amortization

     Operating income before depreciation and amortization, or OIBDA, is not a financial measure calculated in accordance with generally accepted accounting principles (GAAP) in the United States. However, OIBDA is one of the primary measures used by management to evaluate our performance and to forecast future results. We believe OIBDA is useful for investors because it enables them to assess our performance in a manner similar to the method used by management, and provides a measure that can be used to analyze, value and compare the companies in the cable television industry, which may have different depreciation and amortization policies. A limitation of this measure, however, is that it excludes depreciation and amortization, which represents the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our business. Management utilizes a separate process to budget, measure and evaluate capital expenditures.

     OIBDA should not be regarded as an alternative to either operating income or net income (loss) as an indicator of operating performance nor should it be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. We believe that operating income is the most directly comparable GAAP financial measure to OIBDA.

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     The following table sets forth the reconciliation of OIBDA to operating income for the three and six months ended June 30, 2004 and 2003 (dollars in thousands and unaudited):

Actual Results of Operations

     Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003

     The following table sets forth the unaudited consolidated statements of operations for the three months ended June 30, 2004 and 2003 (dollars in thousands and percentage changes that are not meaningful are marked NM):

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     Revenues

     The following table sets forth revenue information for the three months ended June 30, 2004 and 2003 (dollars in millions):

     Video revenues represent monthly subscription fees charged to customers for our core cable television products and services (including basic, expanded basic and analog premium programming, digital cable television programming services, wire maintenance, equipment rental and services to commercial establishments), pay-per-view charges, installation and reconnection fees, late payment fees, and other ancillary revenues. Data revenues primarily represent monthly subscription fees charged to customers for our data products and services and equipment rental fees. Franchise fees charged to customers for payment to local franchising authorities are included in their corresponding revenue category.

     Revenues rose 6.1%, largely attributable to an increase in broadband data customers and basic rate increases applied on our video customers, driven in large part by our own video programming cost increases, offset by a reduction in video subscribers during the period.

     Video revenues increased 1.4% as a result of the aforementioned basic rate increases, partially offset by a 4.4% decline in basic subscribers from 1,560,000 to 1,491,000. Digital customers, at 373,000, were down compared to 385,000 a year ago. Our loss in video subscribers resulted primarily from increased competitive pressures by DBS service providers, particularly in those markets where we experienced their “local-into-local” launches, and to a lesser extent from our tighter customer credit policies. To reverse this video subscriber trend, we are increasing our customer retention efforts and our emphasis on bundling, enhancing and differentiating our video products and services with new digital service packages, video-on-demand, high-definition television, digital video recorders and more local programming.

     Data revenues rose 39.6% due primarily to an increase in data customers from 234,000 to 327,000, partially offset by a slight decrease in average monthly data revenue per data subscriber from $40.61 to $40.42. We expect the customer trend in our data business to continue given anticipated demand for our broadband data service.

     Advertising revenues increased 15.7%, primarily as a result of bringing in-house certain markets previously managed by third parties and to a lesser extent from increased local advertising sales. Instead of receiving advertising revenues net of commissions paid to third parties, we now record the full revenues from these markets as earned, with the related expenses, including in-house salaries and commissions, recorded as selling, general and administrative expenses. We expect this trend to continue for the next two quarters relative to last year. However, we do not expect growth in advertising revenues to continue at this rate in 2005, as we have completed bringing in-house most of our larger markets.

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     Costs and Expenses

     Service costs include: fees paid to programming suppliers; expenses related to wages and salaries of technical personnel who maintain our cable network and perform customer installation activities; broadband data access costs, including costs of bandwidth connectivity, customer provisioning and technical support; and plant operating costs, such as utilities and pole rental expense. Programming costs, which are payments to programmers for content and are generally paid on a per subscriber basis, have historically increased due to both increases in the rates charged for existing programming services and the introduction of new programming services to our basic subscribers.

     Service costs increased 6.2% over the prior year. Of this increase, 32.2% was due to servicing the growth in our data customers, 21.5% was due to increased programming costs caused by rate increases and channel additions, offset in part by a reduction in video subscribers and an increase in launch support received from programmers, 11.3% was due to an increase in vehicle repair and gas costs, and 9.0% was due to increased use of outside contractors to service our customers. The balance was from higher employee costs, utility costs and plant maintenance costs. As a percentage of revenues, service costs were 38.0% for the three months ended June 30, 2004 and 37.9% for the three months ended June 30, 2003.

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

     Selling, general and administrative expenses increased 9.7%. Of this increase, 33.3% was due to higher marketing costs for new programs instituted during the quarter, 20.8% was principally due to an increase in employee costs, 11.8% was due to higher advertising costs as a result of bringing in-house certain markets previously managed by third parties, 11.3% was due to increased property taxes and franchise fees, 10.6% was due to greater expensing of labor and overhead costs resulting from the transition from upgrade construction to maintenance activities, and 8.0% was due to increased telephone costs. As a percentage of revenues, selling, general and administrative expenses were 19.6% for the three months ended June 30, 2004, as compared with 19.0% for the three months ended June 30, 2003.

     We expect continued revenue growth in advanced services, which include digital cable, high-definition television and broadband data access and, in the first half of 2005, the launch of VoIP telephony service. As a result, we expect our service costs and selling, general and administrative expenses to increase.

     Corporate expenses reflect compensation of corporate employees and other corporate overhead. Corporate expenses increased 26.8% to $5.0 million for the three months ended June 30, 2004, as compared to $3.9 million for the three months ended June 30, 2003. This was principally due to increases in employee compensation, and to a lesser extent, increases in professional service fees and insurance premiums. We believe the annual increase in corporate expenses will moderate as the rate of change in employee compensation is not expected to repeat going forward. As a percentage of revenues, corporate expenses were 1.9% for the three months ended June 30, 2004, as compared with 1.5% for the three months ended June 30, 2003.

     Depreciation and amortization decreased 33.4% to $55.5 million for the three months ended June 30, 2004, as compared to $83.3 million for the three months ended June 30, 2003. The decrease was primarily due to changes, effective July 1, 2003, in the estimated useful lives of our cable systems and equipment in conjunction with the completion of our network upgrade and rebuild program. These changes reduced depreciation by $32.4 million for the three months ended June 30, 2004. This decrease was offset in part by increased depreciation for investments in our cable network and ongoing investments to continue the rollout of products and services such as video-on-demand, high-definition television and broadband data access. See Note 1 to our unaudited consolidated financial statements.

     Interest Expense, Net

     Interest expense, net, decreased by 3.0% to $47.4 million for the three months ended June 30, 2004, as compared to $48.9 million for the three months ended June 30, 2003. This was primarily due to lower indebtedness and lower market interest rates on our variable rate debt for the three months ended June 30, 2004, as compared to the three months ended June 30, 2003.

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     Gain (Loss) on Derivatives, Net

     We enter into interest rate exchange agreements, or “interest rate swaps”, with counterparties to fix the interest rate on a portion of our variable rate debt in order to reduce the potential volatility in our interest expense that would otherwise result from changes in market interest rates. As of June 30, 2004 we had interest rate swaps with an aggregate principal amount of $800.0 million. The changes in their mark-to-market values are derived from changes in market interest rates, the decrease in their time to maturity and the creditworthiness of the counterparties. Principally as a result of higher market interest rates at the end of the quarter compared to the beginning, we recorded a net gain on derivatives amounting to $21.3 million for the three months ended June 30, 2004, as compared to a net loss on derivatives of $8.6 million for the three months ended June 30, 2003.

     Gain on Sale of Assets and Investments, Net

     The Company had a net gain on sale of assets and investments amounting to $5.9 million for the three months ended June 30, 2004 and $0.7 million for the three months ended June 30, 2003. The net gain for the three months ended June 30, 2004 was principally due to the sale of a non-strategic cable system with approximately 3,450 subscribers for gross proceeds of about $10.1 million.

     Other Expense

     Other expense was $2.4 million and $2.5 million for the three months ended June 30, 2004 and 2003, respectively. Other expense primarily represents amortization of deferred financing costs and fees on unused credit commitments.

     Net Income (loss)

     Due to the factors described above, we generated net income of $30.1 million for the three months ended June 30, 2004, as compared to a net loss of $38.2 million for the three months ended June 30, 2003.

     Operating Income Before Depreciation and Amortization

     OIBDA increased 3.5% to $108.4 million due to a 6.1% increase in revenues, partially offset by a 6.2% increase in service costs and a 9.7% increase in selling, general and administrative expenses. OIBDA, expressed as a percentage of revenues, was 40.5% for the three months ended June 30, 2004, as compared to 41.5% in the year-ago period.

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     Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

     The following table sets forth the unaudited consolidated statements of operations for the six months ended June 30, 2004 and 2003 (dollars in thousands and percentage changes that are not meaningful are marked NM):

     Revenues

     The following table sets forth revenue information for the six months ended June 30, 2004 and 2003 (dollars in millions):

     Revenues rose 7.3%, largely attributable to an increase in broadband data customers and basic rate increases applied on our video customers, driven in large part by our own video programming cost increases, offset by a reduction in video subscribers during the period.

     Video revenues increased 2.3% as a result of the aforementioned basic rate increases, partially offset by a 4.4% decline in basic subscribers from 1,560,000 to 1,492,000. Digital customers, at 373,000, were down compared to 385,000 a year ago. Our loss in video subscribers resulted primarily from increased competitive pressures by DBS service providers, particularly in those markets where we experienced their “local-into-local” launches, and to a lesser extent from our tighter customer credit policies. To reverse this video subscriber trend, we are increasing our

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customer retention efforts and our emphasis on bundling, enhancing and differentiating our video products and services with new digital service packages, video-on-demand, high-definition television, digital video recorders and more local programming.

     Data revenues rose 44.8% due primarily to an increase in data customers from 234,000 to 327,000, as well as an increase in average monthly data revenue per data subscriber from $40.45 to $41.00. We expect this customer trend in our data business to continue given anticipated demand for our broadband data service.

     Advertising revenues increased 16.1%, primarily as a result of bringing in-house certain markets previously managed by third parties and to a lesser extent from increased local advertising sales. Instead of receiving advertising revenues net of commissions paid to third parties, we now record the full revenues from these markets as earned, with the related expenses, including in-house salaries and commissions, recorded as selling, general and administrative expenses. We expect this trend to continue for the next two quarters relative to last year. However, we do not expect growth in advertising revenues to continue at this rate in 2005, as we have completed bringing in-house most of our larger markets.

     Costs and Expenses

     Service costs increased 7.3% over the prior year. Of this increase, 34.2% was due to servicing the growth in our data customers, 20.7% was due to increased programming costs caused by rate increases and channel additions, offset in part by a reduction in video subscribers and an increase in launch support received from programmers, 13.2% was due to an increase in employee costs, 11.3% was due to greater expensing of labor and overhead costs resulting from the transition from upgrade construction to maintenance activities, and 9.1% was due to an increase in vehicle repair and gas costs. The balance was from utility and plant maintenance costs. As a percentage of revenues, service costs were 38.4% for the six months ended June 30, 2004 and June 30, 2003.

     Selling, general and administrative expenses increased 9.6%. Of this increase, 22.0% was principally due to an increase in employee costs, 20.2% was due to higher marketing costs for new programs instituted during the period, 18.8% was due to higher advertising costs primarily as a result of bringing in-house certain markets previously managed by third parties, 11.1% was due to increased property taxes and franchise fees, and 10.9% was due to an increase in telephone costs. As a percentage of revenues, selling, general and administrative expenses were 19.7% for the six months ended June 30, 2004, as compared with 19.2% for the six months ended June 30, 2003. We expect the rate of increase in expenses relating to our advertising sales to moderate as the migration of the work in-house is completed.

     We expect continued revenue growth in advanced services, which include digital cable, high-definition television and broadband data access and, in the first half of 2005, the launch of VoIP telephony service. As a result, we expect our service costs and selling, general and administrative expenses to increase.

     Corporate expenses reflect compensation of corporate employees and other corporate overhead. Corporate expenses increased 29.5% to $9.8 million for the six months ended June 30, 2004, as compared to $7.6 million for the six months ended June 30, 2003. This was principally due to increases in employee compensation, and to a lesser extent, professional fees and insurance premiums. We believe the annual increase in corporate expenses will moderate as the rate of change in employee compensation is not expected to repeat going forward. As a percentage of revenues, corporate expenses were 1.9% for the six months ended June 30, 2004, as compared with 1.5% for the six months ended June 30, 2003.

     Depreciation and amortization decreased 33.0% to $108.2 million for the six months ended June 30, 2004, as compared to $161.5 million for the six months ended June 30, 2003. The decrease was primarily due to changes, effective July 1, 2003, in the estimated useful lives of our cable systems and equipment in conjunction with the completion of our network upgrade and rebuild program. These changes reduced depreciation by $64.5 million for the six months ended June 30, 2004. This decrease was offset in part by increased depreciation for investments in our cable network and ongoing investments to continue the rollout of products and services such as video-on-demand, high-definition television and broadband data access. See Note 1 to our consolidated financial statements.

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     Interest Expense, Net

     Interest expense, net, decreased by 3.1% to $94.6 million for the six months ended June 30, 2004, as compared to $97.6 million for the six months ended June 30, 2003. This was primarily due to lower indebtedness and lower market interest rates on our variable rate debt for the six months ended June 30, 2004.

     Gain (Loss) on Derivatives, Net

     We enter into interest rate exchange agreements, or “interest rate swaps”, with counterparties to fix the interest rate on a portion of our variable rate debt in order to reduce the potential volatility in our interest expense that would otherwise result from changes in market interest rates. As of June 30, 2004 we had interest rate swaps with an aggregate principal amount of $800.0 million. The changes in their mark-to-market values are derived from changes in market interest rates, the decrease in their time to maturity and the creditworthiness of the counterparties. Principally as a result of higher market interest rates at the end of the quarter compared to the beginning we recorded a net gain on derivatives amounting to $13.7 million for the six months ended June 30, 2004, as compared to a net loss on derivatives of $9.7 million for the six months ended June 30, 2003.

     Gain on Sale of Assets and Investments, Net

     The Company had a net gain on sale of assets and investments amounting to $5.9 million for the six months ended June 30, 2004 and $0.7 million for the six months ended June 30, 2003. The net gain for the six months ended June 30, 2004 was principally due to the sale of a non-strategic cable system with approximately 3,450 subscribers for gross proceeds of about $10.1 million.

     Other Expense

     Other expense was $4.8 million and $4.9 million for the six months ended June 30, 2004 and 2003, respectively. Other expense primarily represents amortization of deferred financing costs and fees on unused credit commitments.

     Net Income (loss)

     Due to the factors described above, we generated net income of $24.4 million for the six months ended June 30, 2004, as compared to a net loss of $71.5 million for the six months ended June 30, 2003.

     Operating Income Before Depreciation and Amortization

     OIBDA increased 5.3% to $212.7 million due to a 7.3% increase in revenues, partially offset by a 7.3% increase in service costs and 9.6% increase in selling, general and administrative expenses. OIBDA, expressed as a percentage of revenues, was 40.1% for the six months ended June 30, 2004, as compared to 40.8% in the year-ago period.

Liquidity and Capital Resources

     As an integral part of our business plan, we have significantly invested, and will continue to invest, additional capital in our cable network to enhance its reliability and capacity, which will allow for the introduction of new advanced broadband services. We also will continue to pursue a business strategy that includes selective acquisitions. We expect to fund our capital requirements and operations through a combination of internally generated funds, and amounts available under our bank credit facilities.

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     Net cash flows provided by operating activities amounted to $112.1 million for the six months ended June 30, 2004, due principally to our operating income, depreciation and amortization, interest expense and changes in current assets and liabilities. Net cash flows used in investing activities for the six months ended June 30, 2004 were $74.3 million, due principally to capital expenditures of $81.0 million and the purchase of a small cable system for $3.4 million, offset by $10.6 million in proceeds principally from the sale of a cable system. Net cash flows used in financing activities for the six months ended June 30, 2004 were $41.4 million and reflected the repayment of debt.

     We own our cable systems through 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 $950.0 million was outstanding as of June 30, 2004. The operating subsidiaries of Mediacom LLC have two bank credit facilities aggregating $958.1 million, of which $655.4 million was outstanding as of June 30, 2004. 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 8^1/2% senior notes due April 2008 prior to March 31, 2007.

     We have entered into interest rate exchange agreements with counterparties, which expire from June 2005 through March 2007, to hedge $800.0 million of floating rate debt. Under the terms of all of our interest rate exchange agreements, we are exposed to credit loss in the event of nonperformance by the other parties of the agreements. However, due to the high creditworthiness of our counterparties, which are major banking firms rated investment grade, we do not anticipate their nonperformance. As of June 30, 2004, about 73% of the Company’s outstanding indebtedness was at fixed interest rates or subject to interest rate protection.

     As of June 30, 2004, our total debt was $3.01 billion, we had unused credit commitments of about $738.4 million under our bank credit facilities, and our annualized cost of debt capital was approximately 6.5%. On such date, approximately $657.4 million could be borrowed and used for general corporate purposes based on the terms and conditions of our debt arrangements. The Company was in compliance with all covenants under its debt arrangements for all periods through June 30, 2004.

     As of June 30, 2004, approximately $14.3 million of letters of credit were issued to various parties to secure our performance relating to insurance and franchise requirements.

     Although we have not generated earnings sufficient to cover fixed charges in the past, we have generated cash and obtained financing sufficient to meet our short-term requirements, including our debt service, working capital and capital expenditures. We expect that we will continue to be able to generate funds and obtain financing sufficient to service our long-term business plan, service our debt obligations and complete any future acquisitions. However, there can be no assurance that we will be able to obtain sufficient financing, or, if we were able to do so, that the terms would be favorable to us.

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Critical Accounting Policies

     The foregoing discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Periodically, we evaluate our estimates, including those related to doubtful accounts, long-lived assets, capitalized costs and accruals. We base our estimates on historical experience and on various other assumptions that we believe are reasonable. Actual results may differ from these estimates under different assumptions or conditions.

     We believe the following represent the most significant and subjective estimates used in the preparation of our consolidated financial statements:

     Property, Plant and Equipment

     In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 51, “Financial Reporting by Cable Television Companies,” we capitalize 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 broadband data subscriber installations. Capitalized costs are recorded as additions to property, plant and equipment and depreciated over the life of the related assets. We perform periodic evaluations of the estimates used to determine the amount of costs that are capitalized. Any changes to these estimates, which may be significant, are applied in the period in which the evaluations were completed.

     Goodwill and Other Intangible Assets

     In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, the amortization of goodwill and indefinite-lived intangible assets is prohibited and requires such assets to be tested annually for impairment, or more frequently if impairment indicators arise. We have determined that our cable franchise costs are indefinite-lived assets. Our annual impairment tests, performed as of September 30, 2003, 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 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. We adopted SFAS No. 148 on January 1, 2003. We 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 our financial condition or results of operations.

Inflation and Changing Prices

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     In the normal course of business, we use interest rate exchange agreements with counterparties in order to fix the interest rate on its floating rate debt. As of June 30, 2004, we had interest rate exchange agreements with various banks pursuant to which the interest rate on $800.0 million is fixed at a weighted average rate of approximately 3.3%. This fixed interest rate is then adjusted, if necessary, by the applicable three-month London Interbank Offering Rate to determine the interest expense related to our interest rate swap agreements. Under the terms of the interest rate exchange agreements, which expire from 2005 through 2007, we are exposed to credit loss in the event of nonperformance by the other parties. However, due to the high creditworthiness of our counterparties, which are major banking firms rated investment grade, we do not anticipate nonperformance by the other parties. At June 30, 2004, based on the mark-to-market valuation, we would have paid approximately $2.1 million if we terminated these agreements, inclusive of accrued interest.

     The table below provides the expected maturity and estimated fair value of our debt as of June 30, 2004 (dollars in thousands). See Note 7 to our unaudited consolidated financial statements.

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ITEM 4. CONTROLS AND PROCEDURES

     Our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2004. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

     There has not been any change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

     See Note 9 to our consolidated financial statements.

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

     During the quarter ended June 30, 2004, we granted stock options to certain of our employees to purchase an aggregate of 15,000 shares of Class A Common Stock at an exercise price of $7.94 per share. The grant of stock options to the employees was not registered under the Securities Act of 1933 because the stock options either did not involve an offer or sale for purposes of Section 2(a)(3) of the Securities Act of 1933, in reliance on the fact that the stock options were granted for no consideration, or were offered and sold in transactions not involving a public offering, exempt from registration under the Securities Act of 1933 pursuant to Section 4(2).

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

     On June 17, 2004, we held our annual meeting of stockholders to (i) elect seven directors to serve for a term of one year, (ii) approve the Non-Employee Directors Equity Incentive Plan and (iii) ratify the selection of the Company’s independent auditors for the year ending December 31, 2004.

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

     These individuals constituted our entire Board of Directors and served as our directors immediately preceding the annual meeting.

     The stockholders approved the Non-Employee Directors Equity Incentive Plan. The result of the vote was as follows: 363,145,014 votes were for the approval, 3,502,554 votes were against the approval and 20,248 votes abstained from the approval.

     The stockholders ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2004. The result of the vote was as follows: 373,243,410 votes were for the selection, 820,392 votes were against the selection and 2,855 votes abstained from the selection.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

(b) Reports on Form 8-K:

     During the quarter ended June 30, 2004, we filed or furnished the following current report on Form 8-K with the Securities and Exchange Commission:

     Current report on Form 8-K, dated May 7, 2004, was furnished on May 7, 2004. The item reported was:

•

Item 12 — Regulation FD Disclosure, which reported the issuance of a press release announcing our financial results for the quarter ended March 31, 2004.

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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.

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