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): July 12, 2006

                                  MEDIACOM LLC
             (Exact name of Registrant as specified in its charter)



       New York                     333-57285-01                 06-1433421
(State of organization)         (Commission File No.)           (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:

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

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

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

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






Item 2.03      Creation of a Direct Financial  Obligation or an Obligation under
               an Off-Balance Sheet Arrangement of a Registrant

     On  July  12,  2006,  the  operating   subsidiaries   of  Mediacom  LLC,  a
wholly-owned subsidiary of Mediacom Communications Corporation ("MCC"), borrowed
$74.0 million (the "Revolver  Draw") under the revolving credit portion of their
credit  facility.  The  proceeds of the  Revolver  Draw and $26.0  million  from
Mediacom LLC's  available cash were used on July 17, 2006 to make a distribution
to MCC.










                                   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: July 18, 2006

                                         Mediacom LLC


                                         By: /s/ Mark E. Stephan
                                             -------------------------------
                                              Mark E. Stephan
                                              Executive Vice President and
                                              Chief Financial Officer