UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2010

MEDIACOM COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware (State of incorporation)		0-29227 (Commission File No.)		06-1566067 (IRS Employer Identification No.)

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

Registrant’s telephone number: (845) 695-2600

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01		Other Events.

     On June 17, 2010, we issued a press release announcing that:

•

the special committee of our board of directors has retained a financial advisor to assist in its review of the non-binding, going private proposal received by our board of directors on May 31, 2010 from our founder, Chairman and Chief Executive Officer, Rocco B. Commisso, and has engaged a legal advisor; and

•

in conjunction with the proposed going-private transaction, Mr. Commisso has advised us that he has retained his financial advisors and legal advisor.

     A copy of the press release is being furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits.

     (d) Exhibits:

Exhibit No.				Description
	99.1			Press release issued on June 17, 2010

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 hereunto duly authorized.

Dated: June 17, 2010

Exhibit 99.1

For Immediate Release

Advisors Named in Mediacom Communications
Going-Private Proposal

Middletown, NY — June 17, 2010 — MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC) today announced that the Special Committee of its Board of Directors has retained Barclays Capital Inc. as financial advisor to assist in its review of the non-binding, going-private proposal received by the Board of Directors on May 31, 2010 from Mediacom’s founder, Chairman and Chief Executive Officer, Rocco B. Commisso. The Special Committee also engaged Simpson Thacher & Bartlett LLP to provide legal advice.

In connection with the proposed going-private transaction, Mr. Commisso has advised Mediacom that he has retained J.P. Morgan Securities Inc. and BofA Merrill Lynch as his financial advisors, and Baker Botts L.L.P. as his legal advisor.

Interested parties are urged to read relevant documents, when and if filed by Mediacom Communications with the Securities and Exchange Commission because they will contain important information. Free copies of such relevant documents may be obtained at the SEC’s website: www.sec.gov.

About Mediacom Communications Corporation

Mediacom Communications is the nation’s seventh largest cable television company and one of the leading cable operators focused on serving the smaller cities in the United States, with a significant concentration in the Midwestern and Southeastern regions. Mediacom Communications offers a wide array of broadband products and services, including traditional and advanced video services such as digital television, video-on-demand, digital video recorders, high-definition television, as well as high-speed Internet access and phone service.

Contact:
		Investor Relations		Media Relations
		Calvin Craib		Thomas Larsen
		Senior Vice President,		Vice President,
		Corporate Finance		Legal and Public Affairs
		(845) 695-2675		(845) 695-2754