Washington, D.C. 20549

Mediacom Communications Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

58446K 10 5

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		58446K105	13G	Page		2		of		7	Pages

* Reference is made to the disclosure in Item 4 of this Schedule 13G

CUSIP No.		58446K105	13G	Page		3		of		7	Pages

Item 1(a).		Name of Issuer:

Mediacom Communications Corporation

Item 1(b).		Address of Issuer’s Principal Executive Offices:

100 Crystal Run Road, Middletown, NY 10941

Item 1(c).		Name of Person Filing:

Rocco B. Commisso

Item 1(d).		Address of Principal Business Office or, if None, Residence:

100 Crystal Run Road, Middletown, NY 10941

Item 1(e).		Citizenship:

USA

Item 1(f).		Title of Class of Securities:

Class A Common Stock

Item 1(g).		CUSIP Number:

58446K 10 5

CUSIP No.		58446K105	13G	Page		4		of		7	Pages

Item 2.		If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

	(a)	o	Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”).
	(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940.
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) promulgated under the Exchange Act;
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) promulgated under the Exchange Act;
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) promulgated under the Exchange Act;
	(h)	o	A savings association as defined in Section 3(b) of Federal Deposit Insurance Act;
	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
	(j)	o	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J) promulgated under the Exchange Act;
	(k)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(K) promulgated under the Exchange Act.

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J) promulgated under the Exchange Act, please specify the type of institution:                

CUSIP No.		58446K105	13G	Page		5		of		7	Pages

Item 3.		Ownership.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission governing the determination of beneficial ownership of securities. For purposes of this Schedule 13G which is dated December 31, 2009, the reporting person is deemed to be the beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days of December 31, 2009.

(a)

Amount beneficially owned:

1,113,745 shares of Class A common stock (1)
27,451,944 shares of Class B common stock (2)(3)

(b)

Percent of class:

87.2% of the aggregate voting power (1)(2)(3)(4)

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

1,113,745 shares of Class A common stock (1)
27,451,944 shares of Class B common stock (2)(3)

	(ii)		Shared power to vote or to direct the vote: 0
	(iii)		Sole power to dispose or to direct the disposition of:

1,113,745 shares of Class A common stock (1)
27,239,722 shares of Class B common stock (2)

(iv)

Shared power to dispose or to direct the disposition of: 0

CUSIP No.		58446K105	13G	Page		6		of		7	Pages

Item 4.		Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 5.		Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

Item 6.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

Item 7.		Identification and Classification of Members of the Group.

Not Applicable.

Item 8.		Notice of Dissolution of Group.

Not Applicable.

Item 9.		Certification.

Not Applicable.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.