Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-142544 and 333-142544-01

Prospectus

Mediacom Broadband LLC
Mediacom Broadband Corporation

Offer to Exchange $300,000,000 of our
8 1/2% Senior Notes due 2015

          The notes being offered by this prospectus are being issued in exchange for notes sold by us in a private placement on October 5, 2006. The exchange notes will be governed by the same indenture governing the initial notes. The exchange notes will be substantially identical to the initial notes, except the transfer restrictions and registration rights relating to the initial notes will not apply to the exchange notes.

	•		The exchange offer expires at 5:00 p.m., New York City time, on August 7, 2007, unless extended.
	•		No public market exists for the initial notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or to seek approval for quotation through any automated quotation system.

          Before you tender your initial notes, you should consider carefully the section entitled “Risk Factors” beginning on page 10 of this prospectus.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

July 5, 2007

Table of Contents

Page

PROSPECTUS SUMMARY			1
RISK FACTORS			10
FORWARD-LOOKING STATEMENTS			25
USE OF PROCEEDS			26
SELECTED FINANCIAL DATA			27
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			30
BUSINESS			46
LEGISLATION AND REGULATION			58
MANAGEMENT			71
EXECUTIVE COMPENSATION			73
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			73
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			73
DESCRIPTION OF GOVERNING DOCUMENTS			75
DESCRIPTION OF CERTAIN INDEBTEDNESS			77
DESCRIPTION OF THE NOTES			79
UNITED STATES FEDERAL TAX CONSIDERATIONS			113
EXCHANGE OFFER			117
BOOK-ENTRY; DELIVERY AND FORM			127
PLAN OF DISTRIBUTION			130
LEGAL MATTERS			131
EXPERTS			131
AVAILABLE INFORMATION			131
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

          We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or our solicitation of your offer to buy these securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus or any sales made hereunder after the date of this prospectus shall create an implication that the information contained in this prospectus or the affairs of Mediacom Broadband LLC and Mediacom Broadband Corporation have not changed since the date hereof.

          Each broker-dealer that receives the exchange notes offered by this prospectus for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for initial notes where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of this exchange offer and ending on the close of business nine months after the expiration date of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Industry and Market Data

          In this prospectus, we rely on and refer to information regarding the cable television industry and our market share in the sectors in which we compete. We obtained this information from various third-party sources and our own internal estimates. We believe that these sources and estimates are reliable, but we have not independently verified them and cannot guarantee their accuracy or completeness.

PROSPECTUS SUMMARY

          This summary highlights information appearing elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before making a decision to exchange the initial notes. You should read the entire prospectus prior to deciding to exchange the initial notes.

Our Manager

          We are a wholly-owned subsidiary of Mediacom Communications Corporation, who is also our manager. Mediacom Communications is the nation’s eighth largest cable television company based on customers served and among the leading cable operators focused on serving the smaller cities and towns in the United States. As of March 31, 2007, our manager’s cable systems, which are owned and operated through our operating subsidiaries and those of Mediacom LLC, passed an estimated 2.8 million homes and served approximately 1.36 million basic subscribers and 2.62 million revenue generating units (“RGUs”). Mediacom LLC is also a wholly-owned subsidiary of our manager. A basic subscriber is a customer who purchases one or more video services. RGUs represent the sum of basic subscribers and digital, high-speed data (“HSD”) and phone customers. Our manager is a publicly-owned company whose Class A common stock is listed on The Nasdaq Global Select Market under the symbol “MCCC.”

Mediacom Broadband, LLC

          As of March 31, 2007, we served approximately 740,000 basic subscribers, 305,000 digital customers, 331,000 HSD customers, and 71,000 phone customers, totaling 1.45 million RGUs. Through our interactive broadband network, we provide customers with a wide array of products and services, including: analog and digital video services; advanced video services, such as video-on-demand (“VOD”), high-definition television (“HD” or “HDTV”) and digital video recorders (“DVR”); HSD, also known as high-speed Internet access or cable modem service; and phone service. We provide the triple play bundle of advanced video services, HSD and phone to 92% of the estimated homes our network passes.

Principal Executive Offices

          Our principal executive offices are located at 100 Crystal Run Road, Middletown, New York 10941. Our telephone number is (845) 695-2600.

Initial Offering

          The initial notes were originally issued by Mediacom Broadband LLC and Mediacom Broadband Corporation on October 5, 2006 in a private offering. We are parties to a registration rights agreement with the initial purchasers of the initial notes pursuant to which we agreed, among other things, to file a registration statement with respect to the exchange notes on or before May 3, 2007 and to use our best efforts to have the registration statement declared effective by August 31, 2007.

Summary of Exchange Offer

          We are offering to exchange $300.0 million aggregate principal amount of our exchange notes for $300.0 million aggregate principal amount of our initial notes. To exchange your initial notes, you must properly tender them and we must accept your tender. We will exchange all outstanding initial notes, subject to certain restrictions, that are validly tendered and not validly withdrawn.

Expiration Date		The exchange offer will expire at 5:00 p.m., New York City time, on August 7, 2007, unless we extend it.
Registration Rights Agreement		You have the right, subject to certain restrictions, to exchange the initial notes that you hold for exchange notes that are substantially identical in all material respects to the initial notes. This exchange offer is intended to satisfy these rights. Once the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your initial notes.
Accrued Interest on the Exchange Notes and Initial Notes		The exchange notes will bear interest from their issuance date. Holders of initial notes which are accepted for exchange will receive, in cash, accrued and unpaid interest on the initial notes to, but not including, the issuance date of the exchange notes. Such interest will be paid with the first interest payment on the exchange notes.
Conditions to the Exchange Offer		The exchange offer is subject to customary conditions, which we may waive. You should read the discussion under “Exchange Offer—Conditions to the Exchange Offer” for more information regarding conditions of the exchange offer.
Procedures for Tendering Initial Notes		If you are a holder of initial notes and wish to accept the exchange offer, you must either:
		•   complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal; or
		•   arrange for The Depository Trust Company to transmit required information to the exchange agent in connection with a book-entry transfer.
		The exchange agent must receive such documentation or information and your initial notes on or prior to the expiration date at the address set forth in the section of this prospectus entitled “Exchange Offer—Exchange Agent.”
Representation Upon Tender		By tendering your initial notes in this manner, you will be representing, among other things, that:

		•   the exchange notes you acquire in the exchange offer are acquired in the ordinary course of your business;
		•   you have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and
		•   you are not a party related to us.
Procedures for Beneficial Owners		If you are the beneficial owner of initial notes registered in the name of a broker, dealer or other nominee and you wish to tender your initial notes, you should contact the person in whose name your initial notes are registered and promptly instruct the person to tender on your behalf within the time period set forth in the section of this prospectus entitled “Exchange Offer.”
Procedures for Broker-Dealers		Each broker-dealer that receives exchange notes for its own account in exchange for initial notes, where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.
Material U.S. Federal Tax Consequences		The exchange of initial notes for exchange notes will not result in any gain or loss to you for U.S. federal income tax purposes. Your holding period for the exchange notes will include the holding period for the initial notes and your adjusted tax basis of the exchange notes will be the same as your adjusted tax basis of the initial notes at the time of the exchange. For additional information, you should read the discussion under “U.S. Federal Tax Considerations.”
Failure to Exchange Will Affect You Adversely		Initial notes that are not tendered, or that are tendered but not accepted, will be subject to the existing transfer restrictions on the initial notes after the exchange offer and, subject to certain exceptions, we will have no further obligation to register the initial notes under the Securities Act of 1933. If you do not participate in the exchange offer, the liquidity of your initial notes could be adversely affected.
Guaranteed Delivery Procedures		If you wish to tender your initial notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed on or prior to the expiration date, you may tender your initial notes according to the guaranteed delivery procedures set forth in the section of this prospectus entitled “Exchange Offer—Guaranteed Delivery Procedure.”

Acceptance of Initial Notes; Delivery of Exchange Notes		Subject to customary conditions, we will accept initial notes which are properly tendered in the exchange offer and not withdrawn, before 5:00 p.m., New York City time, on the expiration date of the exchange offer. The exchange notes will be delivered as promptly as practicable following the expiration date.
Use of Proceeds		We will not receive any proceeds from the exchange offer.
Exchange Agent		Deutsche Bank Trust Company Americas is the exchange agent for the exchange offer.

Summary of Terms of the Exchange Notes

          For a more complete description of the terms of the notes, see “Description of the Notes.”

          The exchange notes are substantially identical to the initial notes, with limited exceptions. The exchange notes will evidence the same debt as the initial notes and are subject to the same indenture as the initial notes.

Issuers		Mediacom Broadband LLC and Mediacom Broadband Corporation.
Securities Offered		$300,000,000 aggregate principal amount of 8 1/2% senior notes due 2015. The initial notes were issued and the exchange notes are being offered as additional debt securities under an indenture pursuant to which we previously issued $200,000,000 of 8 1/2% senior notes due 2015. The exchange notes will be of the same series as, and vote on any matter submitted to bondholders with, such previously issued 8 1/2% senior notes due 2015.
Maturity		October 15, 2015
Interest		Interest on the notes will accrue at the rate of 8 1/2% per year, payable semiannually in cash in arrears on each April 15 and October 15, having commenced April 15, 2007.
Ranking		The notes will be our senior unsecured obligations. They will:
		•   effectively rank behind any of our secured debt and all existing and future indebtedness and other liabilities of our subsidiaries;
		•   rank equally in right of payment to all of our unsecured debt that does not expressly provide that it is subordinated to the notes; and
		•   rank ahead of all our future debt that expressly provides that it is subordinated to the notes.
		As of March 31, 2007, we had approximately $1.59 billion of debt outstanding reflected on our consolidated balance sheet (including approximately $1.1 billion of debt of our subsidiaries), and our subsidiaries had approximately $507.9 million of unused credit commitments under the revolving credit portion of the bank credit facility of our subsidiaries, referred to as our subsidiary credit facility.
		Neither our manager, any of our subsidiaries, other than Mediacom Broadband Corporation, the co-issuer of the exchange notes, nor any of our manager’s other subsidiaries, including Mediacom LLC, will guarantee or otherwise be an obligor under the exchange notes, unless the covenant described in “Description of the

		Notes-Covenants-Limitation on Guarantees of Certain Indebtedness” applies.
Optional Redemption.		We may redeem some or all of the exchange notes at any time on or prior to October 14, 2010 at a redemption price equal to 100% of the principal amount of the notes redeemed plus an applicable premium calculated as set forth in this prospectus. We may redeem some or all of the notes at any time after that date at the redemption prices set forth in this prospectus. The redemption prices are described in the section “Description of the Notes—Optional Redemption.”
Change of Control.		Upon a change of control, as defined under the section entitled “Description of the Notes,” you will have the right, as a holder of exchange notes, to require us to repurchase your exchange notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.
Restrictive Covenants		The indenture governing the exchange notes contains certain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to:
		•   incur additional debt;
		•   pay dividends on our equity interests or repurchase our equity interests;
		•   make certain investments;
		•   enter into certain types of transactions with affiliates;
		•   limit dividends or other payments by our restricted subsidiaries to us;
		•   use assets as security in other transactions; and
		•   sell certain assets or merge with or into other companies.
		These restrictive covenants are subject to a number of important qualifications.

Summary Historical Consolidated Financial Data

          The summary historical statement of operations and balance sheet data set forth below for the three years ended December 31, 2006 have been derived from our audited consolidated financial statements (except operating and other data). The summary historical statement of operations and balance sheet data set forth below for the three month periods ended March 31, 2007 and 2006 have been derived from our unaudited consolidated financial statements, which include all adjustments (consisting of normal recurring accruals) that we consider necessary for a fair presentation of the financial position and result of operations for these periods.

          The data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results Of Operations,” our consolidated financial statements and notes thereto, and other financial information included in this prospectus.

		Year Ended December 31,												Quarter Ended March 31,
		2006(11)				2005				2004				2007				2006
		(Dollars in thousands)												(Unaudited)
Statement of Operations Data:
Revenues		$	681,243			$	613,116			$	585,039			$	173,352			$	162,827
Costs and expenses:
Service costs			270,396				239,199				222,752				74,331				65,102
Selling, general and administrative expenses			151,538				138,201				129,587				37,195				35,204
Management fee expense - parent(1)			12,647				12,239				10,585				3,322				2,977
Depreciation and amortization			107,152				115,314				107,592				26,849				27,184
Operating income			139,510				108,163				114,523				31,655				32,360
Interest expense, net			(109,869	)			(97,282	)			(86,125	)			(29,524	)			(27,017	)
Loss on early extinguishment of debt			(31,207	)			—				—				—				—
Loss) gain on derivatives, net			(8,718	)			6,638				10,929				(2,318	)			(59	)
Other expense, net			(4,954	)			(6,516	)			(4,475	)			(1,465	)			(1,376	)
Net (loss) income		$	(15,238	)		$	11,003			$	34,852			$	(1,652	)		$	3,908
Balance Sheet Data (end of period):
Total assets		$	2,324,799			$	2,285,055			$	2,258,245			$	2,300,619			$	2,324,799
Total debt		$	1,596,243			$	1,418,370			$	1,363,955			$	1,741,420			$	1,759,444
Total member’s equity		$	415,355			$	564,614			$	595,157			$	559,199			$	565,355
Other Data:
Adjusted OIBDA(2)		$	247,914			$	223,695			$	222,138				58,793				59,845
Adjusted OIBDA margin(3)			36.4	%			36.5	%			38.0	%			33.9	%			36.8	%
Ratio of earnings to fixed charges(4)			—				1.10				1.37				—				1.12
Net cash flows provided by (used in):
Operating activities		$	64,411			$	105,038			$	106,304				31,355				23,121
Investing activities		$	(103,217	)		$	(108,100	)		$	(85,394	)			(25,799	)			(22,053	)
Financing activities		$	43,683			$	1,074			$	(21,159	)			(10,847	)			(93	)
Operating Data (end of period):
Estimated homes passed(5)			1,474,000				1,460,000				1,456,000				1,475,000				1,462,000
Basic subscribers(6)			751,000				773,000				783,000				740,000				771,800
Digital customers(7)			304,000				289,000				236,000				305,000				289,600
Data customers(8)			320,000				266,000				205,000				331,000				280,000
Phone customers(9)			71,000				17,500				—				78,000				36,000
RGUs(10)			1,446,000				1,345,500				1,224,000				1,454,000				1,377,400

		Year Ended December 31,												Quarter Ended March 31,
		2006(11)				2005				2004				2007				2006
Adjusted OIBDA		$	247,914			$	223,695			$	222,138			$	58,793			$	59,845
Non-cash share-based compensation and other share-based awards(A)			(1,252	)			(218	)			(23	)			(289	)			(301	)
Depreciation and amortization			(107,152	)			(115,314	)			(107,592	)			(26,849	)			(27,184	)
Operating income		$	139,510			$	108,163			$	114,523			$	31,655			$	32,360

RISK FACTORS

          You should carefully consider the risk factors set forth below, as well as the other information appearing elsewhere in this prospectus before tendering your initial notes in exchange for exchange notes.

Risks related to the exchange offer, the exchange notes and our debt levels

Your failure to participate in this exchange offer will have adverse consequences.

          Holders of initial notes who do not tender their initial notes in exchange for exchange notes pursuant to this exchange offer will continue to be subject to the restrictions on transfer of the initial notes as a consequence of the issuance of the initial notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. In general, initial notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not anticipate that we will register the initial notes under the Securities Act.

Because of the lack of a public market for the exchange notes, you may not be able to sell your exchange notes at all or at an attractive price.

          We do not intend to have the exchange notes listed on a national securities exchange, although we expect that they will be eligible for trading on the PORTAL system. While several financial companies have advised us that they currently intend to make a market in the exchange notes, they are not obligated to do so, and may discontinue market making at any time without notice. In addition, market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934. As a result, we cannot assure you that an active trading market will develop for the exchange notes or, if one does develop, that it will be maintained.

          The liquidity of the trading market in the exchange notes, if any active trading market develops, and the market price quoted for the exchange notes, may be adversely affected by changes in the overall market for debt securities generally or the interest of securities dealers in making a market in the exchange notes and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. In addition, the market for non-investment grade debt has historically been subject to disruptions that have caused volatility in prices. It is possible that the market for the exchange notes will be subject to such disruptions. Any such disruptions may have a negative effect on you, as a holder of the exchange notes, regardless of our prospects and financial performance. Accordingly, we cannot assure you as to the liquidity of the market for the exchange notes or the prices at which you may be able to sell the exchange notes.

We have substantial existing debt and have significant interest payment requirements, which could adversely affect our ability to obtain financing in the future and require our operating subsidiaries to apply a substantial portion of their cash flow to debt service.

          Our total debt as of December 31, 2006 and March 31, 2007, was approximately $1.60 billion and $1.59 billion, respectively. Our interest expense, net for the year ended December 31, 2006, was $109.9 million. Our interest expense, net for the quarter ended March 31, 2007, was $29.5 million. We cannot assure you that our business will generate sufficient cash flows to permit us, or our subsidiaries, to repay indebtedness or that refinancing of that indebtedness will be possible on commercially reasonable terms or at all.

          Our deficiency of earnings over fixed charges was $16.0 million for the year ended December 31, 2006. Our deficiency of earnings over fixed charges was $2.1 million for the quarter ended March 31, 2007.

          Subject to restrictions in our subsidiary credit facility and the indenture governing the exchange notes, we may incur significant amounts of additional debt for working capital, capital expenditures, acquisitions and other purposes.

          Our high level of combined debt could have important consequences for you, including the following:

	•		Our ability to access new sources of financing for working capital, capital expenditures, acquisitions or other purposes may be limited;
	•		We will need to use a large portion of our revenues to pay interest on borrowings under our subsidiary credit facility, our senior notes and the exchange notes, which will reduce the amount of money available to finance our operations, capital expenditures and other activities;
	•		Some of our debt has a variable rate of interest, which exposes us to the risk of increased interest rates;
	•		Borrowings under our subsidiary credit facility are secured and will mature prior to the exchange notes;
	•		We may be more vulnerable to economic downturns and adverse developments in our business;
	•		We may be less flexible in responding to changing business and economic conditions, including increased competition and demand for new products and services;
	•		We may be at a disadvantage when compared to our competitors that have less debt; and
	•		We may not be able to implement our business strategy.

We and our subsidiaries may still be able to incur substantially more debt which could exacerbate the risks described in this section.

          We and our subsidiaries may be able to incur substantial additional debt in the future. If we or our subsidiaries do so, the risks described above could intensify. The terms of the indentures governing the existing senior notes and the exchange notes do not fully prohibit us or our subsidiaries from doing so. As of March 31, 2007, we have approximately $325.2 million available for additional borrowings under our subsidiary credit facility, subject to certain borrowing conditions. We expect to continue to borrow under this facility.

The exchange notes will be effectively subordinated to all debt and other liabilities of our subsidiaries.

          Mediacom Broadband LLC is a holding company. As a result, the exchange notes are effectively subordinated to all existing and future liabilities of our subsidiaries, including debt under our subsidiary credit facility. If the maturity of the loans under our subsidiary credit facility were accelerated, our subsidiaries would have to repay all debt outstanding under that credit facility before they could distribute any assets or cash to us. Remedies to the lenders under our subsidiary credit facility could constitute events of default under the indenture governing the exchange notes. If these remedies were exercised, the maturity of the exchange notes could be accelerated, and our subsidiaries’ obligations under our subsidiary credit facility could be accelerated also. In such circumstances, there can be no assurance that our subsidiaries’ assets would be sufficient to repay all of their debt and then to make distributions to us to enable us to meet our obligations under the indenture. Claims of creditors of our subsidiaries, including general trade creditors, will generally have priority over holders of the exchange notes as to the assets of our subsidiaries. Additionally, any right we may have to receive assets of any of our subsidiaries upon such subsidiary’s liquidation or reorganization will be effectively subordinated to the claims of the subsidiary’s creditors, except to the extent, if any, that we ourselves are recognized as a creditor of such subsidiary. If we are recognized as a creditor, our claims would still be subordinate to the claims of such creditors who hold security in the assets of such subsidiary to the extent of such assets and to the claims of such creditors who hold indebtedness of such subsidiary senior to that held by us. As of March 31, 2007, the aggregate amount of the debt and other liabilities of our subsidiaries reflected on our consolidated balance sheet as to which holders of the exchange notes are effectively subordinated was approximately $1.10 billion and our subsidiaries had approximately $507.9 million of unused credit commitments under the revolving credit portion of our subsidiary credit facility. Our subsidiaries may incur additional debt or other obligations in the future and the exchange notes are effectively subordinated to such debt or other obligations.

The exchange notes are obligations of a holding company which has no operations and depends on its subsidiaries for cash.

          As a holding company, we will not hold any assets other than our investments in and our advances to our operating subsidiaries. Consequently, our subsidiaries conduct all of our consolidated operations and own substantially all of our consolidated assets. Our only source of the cash we need to pay current interest on the exchange notes and our other obligations and to repay the principal amount of these obligations, including the exchange notes, is the cash that our subsidiaries generate from their operations and their borrowings. Our subsidiaries are not obligated to make funds available to us.

          Our subsidiaries’ ability to make payments to us will depend upon their operating results and will be subject to applicable laws and contractual restrictions. Our subsidiary credit facility permits our subsidiaries to distribute cash to us to pay interest on the exchange notes, but only so long as there is no default under such credit facility. If there is a default under our subsidiary credit facility, we would not have any cash to pay interest on our obligations, including the exchange notes.

Our ownership interests in our subsidiaries are pledged as collateral under our subsidiary credit facility and may not be available to holders of the exchange notes.

          All of our ownership interests in our subsidiaries are pledged as collateral under our subsidiary credit facility. Therefore, if we were unable to pay principal or interest on the exchange notes, the ability of the holders of the exchange notes to proceed against the ownership interests in our subsidiaries to satisfy such amounts would be subject to the prior satisfaction in full of all amounts owing under our subsidiary credit facility. Any action to proceed against such interests by or on behalf of the holders of exchange notes would constitute an event of default under our subsidiary credit facility entitling the lenders thereunder to declare all amounts owing thereunder to be immediately due and payable. In addition, as secured creditors, the lenders under our subsidiary credit facility would control the disposition and sale of our subsidiaries’ interests after an event of default under our subsidiary credit facility and would not be legally required to take into account the interests of our unsecured creditors, such as the holders of the exchange notes, with respect to any such disposition or sale. There can be no assurance that our assets after the satisfaction of claims of our secured creditors would be sufficient to satisfy any amounts owing with respect to the exchange notes.

We may not be able to generate enough cash to service our debt.

          Our ability to make payments on and to refinance our debt, including the exchange notes, and to fund planned capital expenditures will depend on our ability to generate cash. This is subject, in part, to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Accordingly, we cannot assure you that our business will generate sufficient cash flows from operations or that future distributions will be available to us in amounts sufficient to enable us to pay our indebtedness, including the exchange notes, or to fund our other liquidity needs.

          We may need to refinance all or a portion of our indebtedness, including the exchange notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

Under certain circumstances, federal and state laws may allow courts to void or subordinate claims with respect to the exchange notes or to modify the contractual or structural relationship between different classes of creditors.

          Under the federal Bankruptcy Code and comparable provisions of state fraudulent transfer laws, a court could void claims with respect to the exchange notes, or subordinate them, if, among other things, we, at the time the exchange notes were issued:

•

received less than reasonably equivalent value or fair consideration for the exchange notes;

	•		were insolvent or rendered insolvent by reason of the incurrence;
	•		were engaged in a business or transaction for which our remaining assets constituted unreasonably small capital; or
	•		intended to incur, or believed that we would incur, debts beyond our ability to pay such debts as they became due.

The measures of insolvency for purposes of these fraudulent or preferential transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent or preferential transfer has occurred. Generally, however, we would be considered insolvent if:

	•		the sum of our debts, including contingent liabilities, was greater than the fair saleable value of all of our assets;
	•		the present fair saleable value of our assets was less than the amount that would be required to pay our probable liability on our existing debts, including contingent liabilities, as they became absolute and mature; or
	•		we could not pay our debts as they became due.

Based upon information currently available to us, we believe that the initial notes were incurred for proper purposes and in good faith.

          In addition, if there were to be a bankruptcy of our parent and/or its subsidiaries, creditors of our parent may attempt to make claims against us and our subsidiaries, including seeking substantive consolidation of our and our subsidiaries’ assets and liabilities with the liabilities of our parent, which, if successful, could have an adverse effect on holders of the exchange notes and their recoveries in any bankruptcy proceeding.

Our ability to purchase your exchange notes on a change of control may be limited.

          If we undergo a change of control, we may need to refinance large amounts of our debt, including our subsidiary credit facility, and we must offer to buy back the exchange notes for a price equal to 101% of their principal amount, plus accrued and unpaid interest to the repurchase date. We cannot assure you that we will have sufficient funds available to make the required repurchases of the exchange notes in that event, or that we will have sufficient funds to pay our other debts.

          In addition, our subsidiary credit facility prohibits our subsidiaries from providing us with funds to finance a change of control offer after a change of control until our subsidiaries have repaid in full their debt under our subsidiary credit facility. If we fail to repurchase the exchange notes upon a change of control, we will be in default under the indenture governing the exchange notes and the indenture governing our existing senior notes. Any future debt that we incur may also contain restrictions on repurchases in the event of a change of control or similar event. These repurchase requirements may delay or make it harder to obtain control of our company.

          The change of control provisions may not protect you in a transaction in which we incur a large amount of debt, including a reorganization, restructuring, merger or other similar transaction, because that kind of transaction may not involve any shift in voting power or beneficial ownership, or may not involve a shift large enough to trigger a change of control.

You should not expect Mediacom Broadband Corporation to participate in making payments on the exchange notes.

          Mediacom Broadband Corporation is a wholly-owned subsidiary of Mediacom Broadband LLC that was incorporated to accommodate the issuance of the existing senior notes by Mediacom Broadband LLC. Mediacom Broadband Corporation has no operations, revenues or cash flows and has no assets, liabilities or stockholders’

equity on its balance sheet, other than a one hundred dollar receivable from an affiliate and the same dollar amount of common stock on its consolidated balance sheets. You should not expect Mediacom Broadband Corporation to participate in servicing the interest or principal obligations on the notes.

A default under the indenture governing our existing senior notes and the exchange notes or under our subsidiary credit facility could result in an acceleration of our indebtedness and other material adverse effects.

          The agreements and instruments governing our own and our subsidiaries’ indebtedness contain numerous financial and operating covenants. The breach of any of these covenants could cause a default, which could result in the indebtedness becoming immediately due and payable. If this were to occur, we would be unable to adequately finance our operations. In addition, a default could result in a default or acceleration of our other indebtedness subject to cross-default provisions. If this occurs, we may not be able to pay our debts or borrow sufficient funds to refinance them. Even if new financing is available, it may not be on terms that are acceptable to us. The membership interests of our operating subsidiaries are pledged as collateral under our subsidiary credit facility. A default under our subsidiary credit facility could result in a foreclosure by the lenders on the membership interests pledged under that facility. Because we are dependent upon our operating subsidiaries for all of our revenues, a foreclosure would have a material adverse effect on our business, financial condition and results of operations.

     Our subsidiary credit facility imposes significant restrictions.

          Our subsidiary credit facility contains covenants that restrict our subsidiaries’ ability to:

	•		distribute funds or pay dividends to us;
	•		incur additional indebtedness or issue additional equity;
	•		repurchase or redeem equity interests and indebtedness;
	•		pledge or sell assets or merge with another entity;
	•		create liens; and
	•		make certain capital expenditures, investments or acquisitions.

The ability of our subsidiaries to comply with these provisions may be affected by events beyond our control. If they were to breach any of these covenants, they would be in default under the credit facilities and they would be prohibited from making distributions to us.

          Under certain circumstances, lenders could elect to declare all amounts borrowed under our subsidiary credit facility, together with accrued interest and other fees, to be due and payable. If that occurred, our obligations under the exchange notes could also become payable immediately. Under such circumstances, we may not be able to repay such amounts.

The terms of our indebtedness could materially limit our financial and operating flexibility.

          Several of the covenants contained in the agreements and instruments governing our own and our subsidiaries’ indebtedness could materially limit our financial and operating flexibility by restricting, among other things, our ability and the ability of our operating subsidiaries to:

	•		incur additional indebtedness;
	•		create liens and other encumbrances;
	•		pay dividends and make other payments, investments, loans and guarantees;

	•		enter into transactions with related parties;
	•		sell or otherwise dispose of assets and merge or consolidate with another entity;
	•		repurchase or redeem capital stock, other equity interests or debt;
	•		pledge assets; and
	•		issue capital stock or other equity interests.

Complying with these covenants could cause us to take actions that we otherwise would not take or cause us not to take actions that we otherwise would take.

Risks relating to our business

We have a history of net losses and we may continue to generate net losses in the future.

          We have a history of net losses and may continue to report net losses in the future. Although we reported net income of $11.0 million, $34.9 million and $10.1 million for the year ended December 31, 2005, 2004 and 2003, respectively, we reported net losses of $15.2 million and $27.2 million for the year ended December 31, 2006 and 2002, respectively. We reported a net loss of $1.65 million and net income of $3.91 million for the quarters ended March 31, 2007 and 2006, respectively. In prior years, the principal reasons for our net losses were the depreciation and amortization expenses associated with our acquisitions and the capital expenditures related to expanding and upgrading our cable systems, and interest costs on borrowed money.

The impairment of our goodwill and other intangible assets can cause our net income or net loss to fluctuate significantly.

          As of December 31, 2006 and March 31, 2007, we had approximately $1.47 billion of unamortized intangible assets, including goodwill of $204.6 million and franchise rights of $1.25 billion on our consolidated balance sheets. These intangible assets represented approximately 63% of our total assets.

          FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), requires that goodwill and other intangible assets deemed to have indefinite useful lives, such as cable franchise rights, cease to be amortized. SFAS No. 142 requires that goodwill and certain intangible assets be tested at least annually for impairment. If we find that the carrying value of goodwill or cable franchise rights exceeds its fair value, we will reduce the carrying value of the goodwill or intangible asset to the fair value, and will recognize an impairment loss in our results of operations.

          The impairment tests require us to make an estimate of the fair value of intangible assets, which is determined using a discounted cash flow methodology. Since a number of factors may influence determinations of fair value of intangible assets, we are unable to predict whether impairments of goodwill or other indefinite-lived intangibles will occur in the future. Any such impairment would result in our recognizing a corresponding operating loss, which could have an adverse effect on our business, financial condition and results of operations.

     We may be unsuccessful in implementing our growth strategy.

          We currently expect that a substantial portion of our future growth in revenues will come from the expansion of relatively new services, the introduction of additional new services, and, possibly, acquisitions. Relatively new services include HSD, VOD, DVRs, HDTV and phone service. We may not be able to successfully expand existing services due to unpredictable technical, operational or regulatory challenges. It is also possible that these services will not generate significant revenue growth.

The adverse effects on our business caused by increases in programming cost could continue or worsen.

          In recent years, we have experienced a rapid increase in the cost of programming, particularly sports programming. Increases in programming costs, our largest single expense item, are expected to continue. Programming cost increases that are not passed on fully to our subscribers have had, and will continue to have, an adverse impact on profit margins. We may lose existing or potential additional subscribers because of increases in the subscriber charges we institute to fully or partially offset growth in programming and other costs.

          Historically, programming costs have grown primarily because of annual increases in the fees we pay for the non-broadcast networks we carry and the costs of new non-broadcast networks that we add either to remain competitive or as a condition for obtaining better terms for the networks we already carry.

          We also face increasing financial and other demands by local broadcast stations to obtain the required consents for the transmission of their programming to our subscribers. This may accelerate the increase in programming costs. Federal law allows commercial television broadcast stations to elect to prohibit cable operators as well as DBS providers from delivering the station’s signal to subscribers without the station’s permission, which is referred to as “retransmission consent.”

          In the past, we generally have obtained retransmission consent for stations in our markets without being required to provide consideration that did not result in some offsetting value to us. Some owners of multiple broadcast stations have become much more aggressive in insisting upon significant cash payments from us and other cable operators and DBS providers. Recently, after a protracted dispute with the owner of multiple broadcast stations that serve the largest number of our subscribers of any of the various broadcast station groups, we concluded a retransmission consent agreement that requires cash payments.

          In some cases, refusal to meet the demands of an owner of one or more broadcast stations could result in the loss of our ability to retransmit those stations to our subscribers. That could cause some of our existing or potential new subscribers to switch to or choose competitors who offer the stations. Similarly, if our contracts with non-broadcast networks expire and we are unable to negotiate prices that we think are reasonable, we may be denied the right to continue to deliver those networks and may suffer losses of subscribers to competitors which make them available.

          Our carriage of new non-broadcast networks, whether we add them to remain competitive or as a condition for obtaining better terms for the networks we already carry, has diminished the amount of capacity we have available to introduce new services.

          A continuation of these trends could have an adverse effect on our business, financial condition and results of operations.

We operate in a highly competitive business environment, which affects our ability to attract and retain customers and can adversely affect our business and operations. We have lost a significant number of video subscribers to direct broadcast satellite competition and this trend may continue.

          The industry in which we operate is highly competitive and is often subject to rapid and significant changes and developments in the marketplace and in the regulatory and legislative environment. In some instances, we compete against companies with fewer regulatory burdens, easier access to financing, greater resources and operating capabilities, greater brand name recognition and long-standing relationships with regulatory authorities and customers.

          Our video business faces competition primarily from DBS providers. The two largest DBS companies, DirecTV, Inc. (“DirecTV”) and EchoStar Communications Corporation (“Echostar”), are each the third and fourth largest providers of multichannel video programming services based on reported customers. Liberty has entered into a definitive agreement with News Corporation to acquire a controlling stake in DirecTV, which may alter this DBS provider’s competitive position. We have lost a significant number of video subscribers to DBS providers, and will continue to face significant challenges from them. DBS providers have a video offering that is, in some respects,

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similar to our video services, including DVR and some interactive capabilities. They also hold exclusive rights to programming such as the NFL that is not available to cable and other video providers. DirecTV recently announced plans to carry up to 100 channels in high definition, which would likely make its service even more competitive.

          Local telephone companies are capable of offering video and other services in competition with us and they may increasingly do so in the future. Certain telephone companies have begun to deploy fiber more extensively in their networks, and some have begun to deploy broadband services, including video services, and in certain cases avoiding the regulatory burdens imposed on us. These deployments enable them to provide enhanced video, telephone and Internet access services to consumers. In December 2006, the FCC issued an order that limits the ability of local franchising authorities to impose certain “unreasonable” requirements and effectively gives incumbent telephone providers, among others, the right to begin operation of a cable system no later than 90 days after filing a franchise application. A number of groups representing local government interests have sought judicial review of the FCC’s order. Moreover, new laws or regulations at the federal or state level may further clarify, modify or enhance the ability of the local telephone companies to provide their services either without obtaining state or local cable franchises or to obtain such franchises under terms and conditions more favorable than those imposed on us. If local telephone companies in our markets commence deployment of fiber to offer video services and are not required to obtain comparable local franchises, our business, financial condition and results of operations could be adversely affected.

          Certain telephone companies, together with DBS providers, have launched bundled offerings of satellite delivered video service with phone, Internet and wireless service delivered by the telephone companies.

          We also face growing competition from municipal entities that construct facilities and provide cable television, HSD, telephony and/or other related services. In addition to hard-wired facilities, some municipal entities are exploring building wireless networks to deliver these services. In Iowa, our largest market, referenda were passed on the November 2005 ballot in seventeen municipalities to authorize the formation of a communications utility, a prerequisite to the funding and construction of facilities that may compete with ours. In many of these communities, proponents and officials publicly stated that a second vote would be taken prior to any actual construction or funding of a competitive system, and only after a preliminary cost-benefit analysis is undertaken. We are not aware that any of these communities have solicited a second vote to authorize construction or funding of a competitive system. We are also not aware that any of these communities have allocated funds for construction or have begun construction of a competitive system.

          In addition, we face competition on individual services from a range of other competitors. For instance, our video service faces competition from providers of paid television services (such as satellite master antenna services) and from video delivered over the Internet. One provider of video streaming over the Internet has filed a petition at the FCC seeking application of the program access rules, which if granted, would give it access to some of the content we provide. We cannot predict the outcome of that proceeding. Our high-speed data service faces competition from, among others, incumbent local telephone companies utilizing their newly-upgraded fiber networks and/or DSL lines, Wi-Fi, Wi-Max and 3G wireless broadband services provided by mobile carriers such as Verizon Wireless, broadband over power line providers, and from providers of traditional dial-up Internet access. Our voice service faces competition for voice customers from incumbent local telephone companies, cellular telephone service providers, Internet phone providers, such as Vonage, and others.

     Our phone service is relatively new.

          We have been rapidly scaling our phone business since its launch in the second half of 2005, and as of March 31, 2007, Mediacom Phone was marketed to approximately 1.35 million of our total estimated 1.48 million homes passed. Our customers expect the same quality from our phone product as delivered by our video and data services. In order to provide high quality service, we may need to increase spending on technology, equipment, technicians, and customer service representatives. If phone service is not sufficiently reliable or we otherwise fail to meet customer expectations, our phone business could be adversely affected. We face intense competition in offering phone service, primarily from local telephone companies. We also depend on third parties for interconnection, call switching, and other related services to operate Mediacom Phone. As a result, the quality of our service may suffer if these third parties are not capable of handling their obligations. We also expect to see changes in technology, competition, and the regulatory and legislative environment that may affect our phone business. We

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may experience difficulties as we introduce this service to new marketing areas or seek to increase the scale of the service in areas where it is already offered. Consequently, we are unable to predict the effect that current or future developments in these areas might have on our business, financial condition and results of operations.

Inability to secure favorable relationships and trade terms with third party providers of services on which we depend may impair our ability to provision and service our customers.

          Third party firms provide some of the inputs used in delivering our products and services, including digital set-top converter boxes, digital video recorders and routers, fiber-optic cable, telephone circuits, software, the “backbone” telecommunications network for our high-speed data service and construction services for expansion and upgrades of our cable systems. Some of these companies may hold some leverage over us considering that they are the sole supplier of certain products and services. As a result, our operation depends on the successful operation of some of these companies. Any delays or disruptions in the relationship as a result of contractual disagreements, operational or financial failures on the part of the suppliers, or other adverse events could negatively affect our ability to effectively provision and service our customers. Demand for some of these items has increased with the general growth in demand for Internet and telecommunications services. We typically do not carry significant inventories of equipment. Moreover, if there are no suppliers that are able to provide set-top converter boxes that comply with evolving Internet and telecommunications standards or that are compatible with other equipment and software that we use, our business, financial condition and results of operations could be materially adversely affected.

     We may be unable to keep pace with technological change.

          Our industry is characterized by rapid technological change and the introduction of new products and services. We cannot assure you that we will be able to fund the capital expenditures necessary to keep pace with future technological developments. We also cannot assure you that we will successfully anticipate the demand of our customers for products and services requiring new technology. This type of rapid technological change could adversely affect our ability to maintain, expand or upgrade our systems and respond to competitive pressures. With the use of high-bandwidth internet applications on the rise, we may have to spend capital to increase our bandwidth capabilities. Otherwise, our customers may experience less-than-optimal speeds and performance when using their broadband service. Extensive increases in bandwidth usage would significantly increase our costs. Inability to keep pace with technological change and provide advanced services in a timely manner, or to anticipate the demands of the market place, could adversely affect our business, financial condition and results of operations.

We depend on computer and network technologies, and may face disruptions in such systems.

          Because of the importance of computer networks and data transfer technologies to our business, any events affecting these systems could have devastating impact on our business. These events include: computer viruses, damage to infrastructure by natural disasters, power loss, and man-made disasters. Some adverse results of such occurrences are: service disruptions, excessive service and repair requirements, loss of customers and revenues, and negative company publicity. We may also be negatively affected by illegal acquisition and dissemination of data and information.

Risks related to our Manager

If our manager were to lose key personnel, our business could be adversely affected.

          If any of our manager’s key personnel ceases to participate in our business and operations, our profitability could suffer. Our success is substantially dependent upon the retention of, and the continued performance by, our manager’s key personnel, including Rocco B. Commisso, the Chairman and Chief Executive Officer of our manager. Our manager has not entered into a long-term employment agreement with Mr. Commisso. Neither our manager nor we currently maintains key man life insurance on Mr. Commisso or other key personnel.

We depend on our manager for the provision of essential management functions.

          We do not have separate senior management and are dependent on our manager for the operation of our business. Our manager also manages Mediacom LLC’s operating subsidiaries. Following our acquisitions of the AT&T cable systems, the number of customers served by the cable systems managed by our manager increased significantly and our manager continues to devote a significant portion of its personnel and other resources to the management of Mediacom LLC’s cable systems. As a result, the attention of our manager’s senior executive officers may be diverted from the management of our cable systems and the allocation of resources between our cable systems and Mediacom LLC’s cable systems could give rise to conflicts of interest.

          The successful execution of our business strategy depends on the ability of our manager to efficiently manage our cable systems. If our manager were to experience any material adverse change in its business, the risks described in this risk factor could intensify and our business, financial condition and results of operations could be materially adversely affected. In addition, we are also dependent on our manager to operate Mediacom Broadband’s cable systems effectively in order to enable us to achieve operating synergies, such as the joint purchasing of programming. Mediacom Broadband’s operating subsidiaries have substantial indebtedness that, among other things, could make our manager more vulnerable to economic downturns and to adverse developments in its business. Although our manager charged management fees to our operating subsidiaries in an amount equal to 2.1% of our subsidiaries’ gross operating revenues for the year ended December 31, 2006, we cannot assure you that it will not exercise its right under its management agreements with our operating subsidiaries to increase the management fees, which under such agreements may not exceed 4.5% of each subsidiary’s gross operating revenues.

The Chairman and Chief Executive Officer of our manager has the ability to control all major decisions, and a sale of his stock in our manager could result in a change of control that would have unpredictable effects.

          Rocco B. Commisso, the Chairman and Chief Executive Officer of our manager, beneficially owned common stock of our manager representing approximately 77.5% of the combined voting power of all of its common stock as of March 31, 2007. As a result, Mr. Commisso generally has the ability to control the outcome of all matters requiring approval by stockholders of our manager, including the election of its entire board of directors, and Mr. Commisso may be deemed to control our company.

          We cannot assure you that Mr. Commisso will maintain all or any portion of his ownership in our manager or that he would continue as an officer or director of our manager if he sold a significant part of his stock. The disposition by Mr. Commisso of a sufficient number of his shares of our manager’s stock could result in a change in control of our manager and of us, and we cannot assure you that a change of control would not adversely affect our business, financial condition or results of operations. In addition, a change of control (as defined in our bank credit facility) would result in a default under our bank credit facility.

Risks related to legislative and regulatory matters

Changes in cable television regulations could adversely impact our business.

          The cable television industry is subject to extensive legislation and regulation at the federal and local levels, and, in some instances, at the state level. Many aspects of such regulation are currently the subject of judicial and administrative proceedings and legislative and administrative proposals, and lobbying efforts by us and our competitors. We expect that court actions and regulatory proceedings will continue to refine our rights and obligations under applicable federal, state and local laws. The results of these judicial and administrative proceedings and legislative activities may materially affect our business operations.

          Local authorities grant us non-exclusive franchises that permit us to operate our cable systems. We renew or renegotiate these franchises from time to time. Local franchising authorities may demand concessions, or other commitments, as a condition to renewal, and these concessions or other commitments could be costly. The Cable Communications Policy Act of 1984 (“Communications Act”), as amended, contains renewal procedures and criteria designed to protect incumbent franchisees against arbitrary denials of renewal, and although such Act

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requires the local franchising authorities to take into account the costs of meeting such concessions or commitments, there is no assurance that we will not be compelled to meet their demands in order to obtain renewals. We cannot predict whether any of the markets in which we operate will expand the regulation of our cable systems in the future or the impact that any such expanded regulation may have upon our business.

          Similarly, due to the increasing popularity and use of commercial online services and the Internet, certain aspects have become subject to regulation at the federal and state level such as collection of information online from children, disclosure of certain subscriber information to governmental agencies, commercial emails or “spam,” privacy, security and distribution of material in violation of copyrights. In addition to the possibility that additional federal laws and regulations may be adopted with respect to commercial online services and the Internet, several individual states have imposed such restrictions and others may also impose similar restrictions, potentially creating an intricate patchwork of laws and regulations. Future federal and/or state laws may cover such issues as privacy, access to some types of content by minors, pricing, encryption standards, consumer protection, electronic commerce, taxation of e-commerce, copyright infringement and other intellectual property matters. Recently, many states in which we operate have enacted laws requiring us to notify customers in the event that certain customer information is accessed or believed to have been accessed without authorization. The adoption of such laws or regulations in the future may decrease the growth of such services and the Internet, which could in turn decrease the demand for our cable modem service, increase our costs of providing such service or have other adverse effects on our business, financial condition and results of operations. Such laws or regulations may also require disclosure of failures of our procedures or breaches to our system by third parties, which can increase the likelihood of claims against us by affected subscribers.

Changes in channel carriage regulations could impose significant additional costs on us.

          Cable operators face significant regulation of their channel carriage. Currently, they can be required to devote substantial capacity to the carriage of programming that they might not carry voluntarily, including certain local broadcast signals, local public, educational and government access programming, and unaffiliated commercial leased access programming. If the FCC or Congress were to require cable systems to carry both the analog and digital versions of local broadcast signals or to carry multiple program streams included within a single digital broadcast transmission, this carriage burden would increase substantially. Recently, the FCC reaffirmed that cable operators need only carry one programming service of each television broadcaster to fulfill its must-carry obligation, however, changes in the composition of the FCC as well as proposals currently under consideration could result in an obligation to carry both the analog and digital version of local broadcast stations and/or to carry multiple digital program streams.

          Reversing the findings of a November 2004 report, the FCC released a report in February 2006, finding that consumers could benefit under certain a la carte models for delivery of video programming. The report did not specifically recommend or propose the adoption of any specific rules by the FCC and it did not endorse a pure a la carte model where subscribers could purchase specific channels without restriction. Instead, it favored tiers plus individual channels or smaller theme-based tiers. Shortly after release of the report, the FCC voted to seek additional information as to whether cable systems with at least 36 channels are available to at least 70% of U.S. Homes and whether 70% of households served by those systems subscribe. If so, the FCC may have discretion under the Cable Act to promulgate additional rules necessary to promote diversity of information sources. The FCC did not specify what rules it would seek to promulgate, however, the Chairman of the FCC has expressed support for family-friendly tiers of programming and availability of programming on an a la carte basis. Certain cable operators have responded by creating “family-friendly” programming tiers. It is not certain whether those efforts will ultimately be regarded as a sufficient response. Congress may also consider legislation regarding programming packaging, bundling or a la carte delivery of programming. Any such requirements could fundamentally change the way in which we package and price our services. We cannot predict the outcome of any current or future FCC proceedings or legislation in this area, or the impact of such proceedings on our business at this time.

          The FCC imposed “reciprocal” good faith retransmission consent negotiation obligations on cable operators and broadcasters. These rules identify seven types of conduct that would constitute “per se” violations of the new requirements. Thus, even though we may have no interest in carrying a particular broadcaster’s programming, we may be required under the new rules to engage in negotiations within the parameters of the FCC’s

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rules. While noting that the parties in retransmission consent negotiations were now subject to a “heightened duty of negotiation,” the FCC emphasized that failure to ultimately reach an agreement is not a violation of the rules.

Our franchises are non-exclusive and local franchising authorities may grant competing franchises in our markets.

          Our cable systems are operated under non-exclusive franchises granted by local franchising authorities. As a result, competing operators of cable systems and other potential competitors, such as municipal utility providers, may be granted franchises and may build cable systems in markets where we hold franchises. Some may not require local franchises at all, such as certain municipal utility providers. Any such competition could adversely affect our business. The existence of multiple cable systems in the same geographic area is generally referred to as an “overbuild.” As of March 31, 2007, approximately 15.8% of the estimated homes passed by our cable systems were overbuilt by other cable operators. We cannot assure you that competition from overbuilders will not develop in other markets that we now serve or will serve after any future acquisitions.

          Legislation was recently passed in a number of states including Iowa and Missouri and similar legislation is pending, or has been proposed in certain other states including Illinois, to allow local telephone companies to deliver services in competition with our cable service without obtaining equivalent local franchises. Such a legislatively granted advantage to our competitors could adversely affect our business. The effect of such initiatives, if any, on our obligation to obtain local franchises in the future or on any of our existing franchises, many of which have years remaining in their terms, cannot be predicted.

          In December 2006, the FCC adopted an order that limits the ability of local franchising authorities to impose certain “unreasonable” requirements, such as public, governmental and educational access, institutional networks and build-out requirements, when issuing competitive franchises. The Order effectively permits competitors with existing rights to use the rights-of-ways to begin operation of cable systems no later than 90 days and all others 180 days after filing a franchise application and preempts conflicting existing local laws, regulations and requirements including level-playing field provisions. The Commission has indicated that it will consider similar limitations on local franchising authorities within six months with respect to incumbent franchise renewal proceedings. Easing of barriers to entry or allowing competitors to operate under more favorable or less burdensome franchise requirements may adversely affect our business. A number of groups representing local governmental interests has sought judicial review of the FCC’s order. We cannot predict the outcome of this review or what impact it may have on our business.

Pending FCC and court proceedings could adversely affect our HSD service.

          The legal and regulatory status of providing high-speed Internet access service by cable television companies is uncertain. Although the United States Supreme Court has held that cable modem service was properly classified by the FCC as an “information service,” freeing it from regulation as a “telecommunications service,” it recognized that the FCC has jurisdiction to impose regulatory obligations on facilities based Internet Service Providers. The FCC has an ongoing rulemaking to determine whether to impose regulatory obligations on such providers, including us. The FCC has issued a declaratory ruling that cable modem service, as it is currently offered, is properly classified as an interstate information service that is not subject to common carrier regulation. However, the FCC is still considering the following: whether to require cable companies to provide capacity on their systems to other entities to deliver high-speed Internet directly to customers, also known as open access; whether certain other regulatory requirements do or should apply to cable modem service; and whether and to what extent cable modem service should be subject to local franchise authorities’ regulatory requirements or franchise fees. The adoption of new rules by the FCC could place additional costs and regulatory burdens on us, reduce our anticipated revenues or increase our anticipated costs for this service, complicate the franchise renewal process, result in greater competition or otherwise adversely affect our business. While we cannot predict the outcome of this proceeding, we do note that the FCC recently removed the requirement that telecommunications carriers provide access to competitors to resell their DSL Internet access service citing the need for competitive parity with cable modem service that has no similar access requirement.

We may be subject to legal liability because of the acts of our HSD customers or because of our own negligence.

          Our HSD service enables individuals to access the Internet and to exchange information, generate content, conduct business and engage in various online activities on an international basis. The law relating to the liability of providers of these online services for activities of their users is currently unsettled both within the United States and abroad. Potentially, third parties could seek to hold us liable for the actions and omissions of our cable modem service customers, such as defamation, negligence, copyright or trademark infringement, fraud or other theories based on the nature and content of information that our customers use our service to post, download or distribute. We also could be subject to similar claims based on the content of other websites to which we provide links or third-party products, services or content that we may offer through our Internet service. Due to the global nature of the Web, it is possible that the governments of other states and foreign countries might attempt to regulate its transmissions or prosecute us for violations of their laws.

          It is also possible that information provided directly by us will contain errors or otherwise be negligently provided to users, resulting in third parties making claims against us. For example, we offer Web-based email services, which expose us to potential risks, such as liabilities or claims resulting from unsolicited email, lost or misdirected messages, illegal or fraudulent use of email, or interruptions or delays in email service. Additionally, we host website “portal pages” designed for use as a home page by, but not limited to, our HSD customers. These portal pages offer a wide variety of content from us and third parties that could contain errors or other material that could give rise to liability.

          To date, we have not been served notice that such a claim has been filed against us. However, in the future someone may serve such a claim on us in either a domestic or international jurisdiction and may succeed in imposing liability on us. Our defense of any such actions could be costly and involve significant distraction of our management and other resources. If we are held or threatened with significant liability, we may decide to take actions to reduce our exposure to this type of liability. This may require us to spend significant amounts of money for new equipment and may also require us to discontinue offering some features or our cable modem service.

          Since we launched our proprietary Mediacom Online service in February 2002, from time to time, we receive notices of claimed infringements by our cable modem service users. The owners of copyrights and trademarks have been increasingly active in seeking to prevent use of the Internet to violate their rights. In many cases, their claims of infringement are based on the acts of customers of an Internet service provider — for example, a customer’s use of an Internet service or the resources it provides to post, download or disseminate copyrighted music, movies, software or other content without the consent of the copyright owner or to seek to profit from the use of the goodwill associated with another person’s trademark. In some cases, copyright and trademark owners have sought to recover damages from the Internet service provider, as well as or instead of the customer. The law relating to the potential liability of Internet service providers in these circumstances is unsettled. In 1996, Congress adopted the Digital Millennium Copyright Act, which is intended to grant ISPs protection against certain claims of copyright infringement resulting from the actions of customers, provided that the ISP complies with certain requirements. So far, Congress has not adopted similar protections for trademark infringement claims.

Changes in set-top box rules from the FCC could create new and significant costs for us.

          We rent set-top boxes to subscribers that are equipped to receive signals and provide security, as well as to allow us to provide our advanced services. In 1996, Congress adopted a bill seeking to allow cable subscribers to use set-top boxes obtained from third party suppliers, such as retailers. This regulation would require that we offer separate equipment that provides only the current security functions and not signal-reception functions, and that we cease putting new set-top boxes with the integrated functions into service. These regulations are slated to go into effect on July 1, 2007. In August 2006, the D.C. Court of Appeals denied the cable industry’s appeal of this integration ban. Also in August 2006, on behalf of all cable operators, the National Cable and Telecommunications Association (“NCTA”) filed a request with the FCC for waiver until a downloadable security solution is available or after the 2009 digital transition, whichever occurs earlier. At present, this and certain waiver requests filed by other providers are still pending. In January 2007, the FCC denied a waiver request by Comcast Corporation while granting waivers for a small cable operator and Cablevision Systems Corporation. In May 2007, the FCC granted Charter Communications Inc.’s waiver request citing Charter’s severe financial difficulties and it also granted

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conditional waivers to Millennium Telcom, LLC and GCI Cable, Inc. based on commitments to migrate their systems to all-digital on or before February 17, 2009. Based on the FCC’s waiver decisions to date, it appears likely that the NCTA’s general waiver petition will be denied as will any other waivers that are not limited in time or based on a date-certain changeover to all digital service. Comcast has sought review of this decision by the full FCC. The impact of the FCC’s decisions on us cannot yet be measured and we continue to examine our compliance or waiver options.

          The vendors from whom we obtain our set-top boxes may be unable to provide the necessary equipment in time for us to comply with the FCC regulations. Any additional costs to our vendors will be passed on to us, and in turn to our customers. In addition, if compliance with these rules is mandated for us but not for our direct competitors, we may be at a competitive disadvantage.

          In April 2007, the FCC opened a proceeding to ensure that all cable subscribers, including those with analog TV sets, can view must-carry television stations on cable systems after the transition to digital television on February 17, 2009. The FCC could mandate that we carry all digital transmissions of broadcast television stations and it could require our subscribers who do not currently purchase digital services to obtain digital boxes from us. This could have the effect of raising the cost of our service to some of our customers as well as create a demand for digital set-top boxes that the vendors from whom we obtain our set-top boxes might be unable to meet in the short-term. Any of these events, should they occur, could put us at a competitive disadvantage.

We may become subject to additional regulatory burdens because we offer phone service.

          The regulatory treatment of VoIP services like those we and others offer remains uncertain. The FCC, Congress, the courts and the states continue to look at issues surrounding the provision of VoIP, including whether this service is properly classified as a telecommunications service or an information service. The FCC’s decision to classify VoIP as an information service should eliminate much if not all local regulation of the service and should limit federal regulation to consumer protection, as opposed to economic issues. For example, on the federal level, the FCC recently required providers of “interconnected” VoIP services, such as ours, to file a letter with the FCC certifying compliance with certain E-911 functionality. In May 2007, the FCC extended its Telecommunications Relay Service requirements to “interconnected” VoIP service providers to allow access to persons with hearing or speech-impaired disabilities. Disputes have also arisen with respect to the rights of VoIP providers and their telecommunications provider partners to obtain interconnection and other rights under the Act from incumbent telephone companies. With regard to the latter, in March 2007, the FCC declared that wholesale telecommunications carriers are entitled to interconnect and exchange traffic with incumbent local exchange carriers when providing services to VoIP providers. We cannot predict how the remaining issues will be resolved, but uncertainties in the existing law as it applies to VoIP or any determination that results in greater or different regulatory obligations than competing services would result in increased costs, reduce anticipated revenues and impede our ability to effectively compete or otherwise adversely affect our ability to successfully roll-out and conduct our telephony business. In April 2007, the FCC issued an order that, among other things, will require us to establish and follow certain protocols before providing customer call data either during a customer-initiated telephone call or via online access. Moreover, the FCC’s order limits our ability to share certain customer proprietary network information with others that help us to provide our VoIP service absent the express opt-in by the customer to the use of such information for the purpose of marketing communications-related services. We do not know at this time the extent of such changes or what impact, if any, they will have.

Actions by pole owners might subject us to significantly increased pole attachment costs.

          Our cable facilities are often attached to or use public utility poles, ducts or conduits. Historically, cable system attachments to public utility poles have been regulated at the federal or state level. Generally this regulation resulted in favorable pole attachment rates for cable operators. The FCC clarified that the provision of Internet access does not endanger a cable operator’s favorable pole rates; this approach ultimately was upheld by the Supreme Court of the United States. That ruling, coupled with the recent Supreme Court decision upholding the FCC’s classification of cable modem service as an information service should strengthen our ability to resist such rate increases based solely on the delivery of cable modem services over our cable systems. As we continue our deployment of cable telephony and certain other advanced services, utilities may continue to invoke higher rates. The series of cases that upheld the FCC rate formula as just compensation left one potential caveat allowing for a

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higher rate where an owner of a pole could show that an individual pole was “full” and where it could show lost opportunities to rent space presently occupied by an attacher at rates higher than provided under the rate formula. Gulf Power, a utility company from whom we rent pole space, invoked a formal hearing before the FCC in which Gulf Power attempted to demonstrate such a scenario so that it could impose higher pole attachment rates than could be approved under the FCC’s rate formula. The Administrative Law Judge appointed by the FCC ultimately found for various reasons that the poles were not full and that Gulf Power had already set conditions in its contracts with operators that precluded a finding that it did not receive just compensation from the FCC rate formula. Gulf Power has appealed this decision to the full Commission, has a further right of appeal to the federal courts and a potential adverse ruling could occur.

          Our business, financial condition and results of operations could suffer a material adverse impact from any significant increased costs, and such increased pole attachment costs could discourage system upgrades and the introduction of new products and services.

Changes in compulsory copyright regulations might significantly increase our license fees.

          Filed petitions for rulemaking with the United States Copyright Office propose revisions to certain compulsory copyright license reporting requirements and seek clarification of certain issues relating to the application of the compulsory license to the carriage of digital broadcast stations. The petitions seek, among other things: (i) clarification of the inclusion in gross revenues of digital converter fees, additional set fees for digital service and revenue from required “buy throughs” to obtain digital service; (ii) reporting of “dual carriage” and multicast signals; (iii) revisions to the Copyright Office’s rules and Statement of Account forms, including increased detail regarding services, rates and subscribers, additional information regarding non-broadcast tiers of service, cable headend location information, community definition clarification and identification of the county in which the cable community is located and the effect of interest payments on potential liability for late filing; and (iv) payment for certain distant signals in communicates where the signal is not carried, dubbed “phantom signals.” The Copyright Office may open one or more rulemakings in response to these petitions. We cannot predict the outcome of any such rulemakings; however, it is possible that certain changes in the rules or copyright compulsory license fee computations could have an adverse affect on our business, financial condition and results of operations by increasing our copyright compulsory license fee costs or by causing us to reduce or discontinue carriage of certain broadcast signals that we currently carry on a discretionary basis.

          In April 2007, the Copyright Office issued a Notice of Inquiry as required by the Satellite Home Viewer Extension and Reauthorization Act of 2004 which will result in a report to Congress by June 30, 2008. Among other things, the report must address, at a minimum, a comparison of the royalties under the compulsory license schemes for cable and satellite providers, whether the differences between the licensing schemes is justified, whether retention of any compulsory license is justified, whether there is a correlation between copyright fees paid and subscriber rates and the issues that may arise from application of the licenses to digital signals. The Notice of Inquiry also seeks to explore the relationship between the compulsory license fees and retransmission consent costs as well as possibly expanding the compulsory license to video streaming on the Internet.

Restrictions on exclusive service to multiple dwelling unit buildings could decrease our revenues.

          In April 2007, the FCC issued a Notice of Proposed Rulemaking to consider whether it should exercise jurisdiction to restrict our ability to provide services to residents of multiple dwelling unit (MDU) buildings on an exclusive basis. In May 2007, the FCC affirmed that MDU home run wiring located behind sheet rock is physically inaccessible, thereby making it easier for competitors to seize portions of our home run wiring. We cannot predict the impact that this decision will have on our business.

FORWARD-LOOKING STATEMENTS

          This prospectus contains certain forward-looking statements relating to future events and 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 “continues” or the negative of those words and other comparable words. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from historical results or those we anticipate. Factors that could cause actual results to differ from those contained in the forward-looking statements include: competition in our video, high-speed Internet access and telephone businesses; our ability to achieve anticipated customer and revenue growth and to successfully introduce new products and services; increasing programming costs; changes in laws and regulations; our ability to generate sufficient cash flow to meet our debt service obligations and access capital to maintain our financial flexibility; and the other risks and uncertainties discussed in this prospectus. Statements included in this prospectus are based upon information known to us as of the date that this prospectus, and we assume no obligation to update or alter our forward-looking statements made in this prospectus, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.

USE OF PROCEEDS

          This exchange offer is intended to satisfy our obligations under the registration rights agreement we entered into with the initial purchasers of the initial notes. We will not receive any cash proceeds from the issuance of the exchange notes in this exchange offer.

          We received net proceeds of approximately $297.0 million from the private offering of the initial notes, after deducting discounts to the initial purchasers and the other fees and expenses of the initial offering in the amount of approximately $0.8 million. We applied the net proceeds to reduce borrowings (but not commitments) outstanding under the revolving credit portion of our subsidiary credit facility. Borrowings under this revolving facility were used during the past twelve months to fund a portion of the redemption price for our 11% senior notes due 2013 and for general corporate purposes. The revolving credit portion of our subsidiary credit facility expires in September 2010 and, as of March 31, 2007, the average interest rate for borrowings thereunder was LIBOR plus 2.0% per annum.

          Giving effect to such reduction of borrowings and to our redemption of our 11% senior notes due 2013 (and a related borrowing transaction), as of March 31, 2007, our subsidiaries had approximately $507.9 million of unused credit commitments under the revolving credit portion of the subsidiary credit facility (of which approximately $325.2 million could be borrowed and used for general corporate purposes based on the terms and conditions of our debt arrangements), which we expect will be utilized from time to time for working capital and general corporate purposes.

SELECTED FINANCIAL DATA

          We were organized for the purpose of acquiring cable systems from AT&T Broadband, LLC in 2001. In the table below, we provide you with selected historical statement of operations and balance sheet data and operating data for the period from January 1, 2002 through December 31, 2006 and balance sheet data as of December 31, 2002 through 2006, which are derived from our audited consolidated financial statements (except operating and other data). We have also provided you with our unaudited historical consolidated financial and operating data for the three months ended March 31, 2007 and 2006 which are derived from our unaudited consolidated financial statements.

          See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

		Year Ended December 31,																				Quarter Ended March 31,
		2006(11)				2005				2004				2003				2002				2007				2006
		(Dollars in thousands)																				(Unaudited)
Statement of Operations Data:
Revenues		$	681,243			$	613,116			$	585,039			$	552,342			$	512,792			$	173,352			$	162,827
Costs and expenses:
Service costs			270,396				239,199				222,752				215,310				207,053				74,331				65,102
Selling, general and administrative expenses			151,538				138,201				129,587				118,918				105,407				37,195				35,204
Management fee expense - parent(1)			12,647				12,239				10,585				9,322				6,967				3,322				2,977
Depreciation and amortization			107,152				115,314				107,592				113,007				123,704				26,849				27,184
Operating income			139,510				108,163				114,523				95,785				69,661				31,655				32,360
Interest expense, net			(109,869	)			(97,282	)			(86,125	)			(82,536	)			(76,790	)			(29,524	)			(27,017	)
Loss on early extinguishment of debt			(31,207	)			—				—				—				—				—				—
(Loss) gain on derivatives, net			(8,718	)			6,638				10,929				2,807				(15,049	)			(2,318	)			(59	)
Other expense, net			(4,954	)			(6,516	)			(4,475	)			(5,974	)			(5,066	)			(1,465	)			(1,376	)
Net (loss) income		$	(15,238	)		$	11,003			$	34,852			$	10,082			$	(27,244	)		$	(1,652	)		$	3,908
Balance Sheet Data (end of period):
Total assets		$	2,324,799			$	2,285,055			$	2,258,245			$	2,287,784			$	2,281,948			$	2,300,619			$	2,324,799
Total debt		$	1,596,243			$	1,418,370			$	1,363,955			$	1,354,668			$	1,298,000			$	1,741,420			$	1,759,444
Total member’s equity		$	415,355			$	564,614			$	595,157			$	589,016			$	610,522			$	559,199			$	565,355
Other Data:
Adjusted OIBDA(2)		$	247,914			$	223,695			$	222,138			$	208,818			$	193,365			$	58,793			$	59,845
Adjusted OIBDA margin(3)			36.4	%			36.5	%			38.0	%			37.8	%			37.7	%			33.9	%			36.8	%
Ratio of earnings to fixed charges(4)			—				1.10				1.37				1.08				—				—				1.12
Net cash flows provided by (used in):
Operating activities		$	64,411			$	105,038			$	106,304			$	96,627			$	125,059			$	31,355			$	23,121
Investing activities		$	(103,217	)		$	(108,100	)		$	(85,394	)		$	(116,613	)		$	(239,310	)		$	(25,799	)		$	(22,053	)
Financing activities		$	43,683			$	1,074			$	(21,159	)		$	19,058			$	68,980			$	(10,847	)		$	(93	)
Operating Data (end of period):
Estimated homes passed(5)			1,474,000				1,460,000				1,456,000				1,472,500				1,463,000				1,475,000				1,462,000
Basic subscribers(6)			751,000				773,000				783,000				819,300				840,000				740,000				771,800
Digital customers(7)			304,000				289,000				236,000				231,600				238,000				305,000				289,600
Data customers(8)			320,000				266,000				205,000				157,800				110,000				331,000				280,000
Phone customers(9)			71,000				17,500				—				—				—				78,000				36,000
RGUs(10)			1,446,000				1,345,500				1,224,000				1,208,700				1,188,000				1,454,000				1,377,400

		Year Ended																				Quarter Ended
		December 31,																				March 31,
		2006(11)				2005				2004				2003				2002				2007				2006
Adjusted OIBDA		$	247,914			$	223,695			$	222,138			$	208,818			$	193,365			$	58,793			$	59,845
Non-cash share-based compensation and other share-based awards(A)			(1,252	)			(218	)			(23	)			(26	)			—				(289	)			(301	)
Depreciation and amortization			(107,152	)			(115,314	)			(107,592	)			(113,007	)			(123,704	)			(26,849	)			(27,184	)
Operating income		$	139,510			$	108,163			$	114,523			$	95,785			$	69,661			$	31,655			$	32,360

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          Reference is made to the “Risk Factors” for a discussion of important factors that could cause actual results to differ from expectations and any of our forward-looking statements contained herein. The following discussion should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2006, 2005, and 2004, respectively and our unaudited consolidated financial statements as of, and for the three months ended March 31, 2007 included in this prospectus.

Overview

          We are a wholly-owned subsidiary of Mediacom Communications Corporation (“MCC”). Through our interactive broadband network, we provide our customers with a wide array of broadband products and services, including analog and digital video services, such as video-on-demand (“VOD”), high-definition television (“HDTV”), digital video recorders (“DVRs”), high-speed data access (“HSD”) and phone service. We offer triple play bundles of video, HSD, and voice to 92% of our estimated homes passed. Bundled products and services offer our customers a single provider contact for provisioning, billing and customer care.

          As of March 31, 2007, our cable systems passed an estimated 1.48 million homes and served 740,000 basic video subscribers in four states. We provide digital video services to 305,000 customers, representing a penetration of 41.2% of our basic subscribers. We also currently provide HSD to 331,000 customers, representing a penetration of 22.4% of our estimated homes passed. We introduced phone service during the second half of 2005, and provided service to about 78,000 customers as of March 31, 2007, representing a penetration of 5.8% of our estimated marketable phone homes.

          We evaluate our growth, in part, by measuring the number of revenue generating units (“RGUs”) we serve. As of March 31, 2007, we served 1.45 million RGUs, which represent the total of basic subscribers and digital, data and phone customers.

          We have faced increasing levels of competition for our video programming services over the past few years, mostly from DBS providers. Since they have been permitted to deliver local television broadcast signals beginning in 1999, DirecTV and Echostar now have essentially ubiquitous coverage in our markets with local television broadcast signals. Their ability to deliver local television broadcast signals has been the primary cause of our loss of basic subscribers in recent years.

Retransmission Consent

          Prior to February 2007, cable systems serving our subscribers carried the broadcast signals of 4 local broadcast stations owned or programmed by Sinclair Broadcast Group, Inc. (“Sinclair”) under a month-to-month retransmission arrangement terminable at the end of any month on 45-days notice. All of these stations are affiliates of one of the “big-4” networks (ABC, CBS, FOX and NBC) that we deliver to approximately half of our total subscribers.

          On September 28, 2006, Sinclair exercised its right to deliver notice to us to terminate retransmission of all of its stations effective December 1, 2006, but subsequently agreed to extend our right to carriage of its signals until January 5, 2007. We and Sinclair were unable to reach agreement, and on January 5, 2007, Sinclair directed us to discontinue carriage of its stations. On February 2, 2007, we and Sinclair reached a multi-year agreement and Sinclair stations were immediately restored on the affected cable systems.

Adjusted OIBDA

          We define Adjusted OIBDA as operating income before depreciation and amortization and non-cash, share-based compensation charges. Adjusted OIBDA is one of the primary measures used by management to evaluate our performance and to forecast future results but is not a financial measure calculated in accordance with generally accepted accounting principles (GAAP) in the United States. We believe Adjusted OIBDA is useful for

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investors because it enables them to assess our performance in a manner similar to the methods 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, as well as different non-cash, share-based compensation programs. A limitation of Adjusted OIBDA, 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. In addition, Adjusted OIBDA has the limitation of not reflecting the effect of our non-cash, share-based compensation charges.

          Adjusted 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 Adjusted OIBDA.

Actual Results of Operations

     Three Months Ended March 31, 2007 compared to Three Months Ended March 31, 2006

          The following table sets forth our unaudited consolidated statement of operations for the three months ended March 31, 2007 and 2006 (dollars in thousands and percentage changes that are not meaningful are marked NM):

		Three Months Ended
		March 31,
		2007				2006				$ Change				% Change
Revenues		$	173,352			$	162,827			$	10,525				6.5	%
Costs and expenses:
Service costs			74,331				65,102				9,229				14.2	%
Selling, general and administrative expenses			37,195				35,204				1,991				5.7	%
Management fee expense			3,322				2,977				345				11.6	%
Depreciation and amortization			26,849				27,184				(335	)			(1.2	)%
Operating income			31,655				32,360				(705	)			(2.2	)%
Interest expense, net			(29,524	)			(27,017	)			(2,507	)			9.3	%
Loss on derivatives, net			(2,318	)			(59	)			(2,259	)		NM
Other expense, net			(1,465	)			(1,376	)			(89	)			6.5	%
Net (loss) income		$	(1,652	)		$	3,908				(5,560	)		NM
Adjusted OIBDA		$	58,793			$	59,845			$	(1,052	)			(1.8	%)

          The following represents a reconciliation of Adjusted OIBDA to operating income, which is the most directly comparable GAAP measure (dollars in thousands and percentage changes that are not meaningful are marked NM):

		Three Months Ended
		March 31,
		2007				2006				$ Change				% Change
Adjusted OIBDA		$	58,793				59,845			$	(1,052	)			(1.8	%)
Non-cash, share-based compensation			(289	)			(301	)			12			NM
Depreciation and amortization			(26,849	)			(27,184	)			335				(1.2	%)
Operating income		$	31,655			$	32,360			$	(705	)			(2.2	%)

     Revenues

          The following table sets forth revenue, subscriber and average monthly revenue statistics for the three months ended March 31, 2007 and 2006 (dollars in thousands, except per subscriber and customer data and percentage changes that are not meaningful are marked NM):

		Three Months Ended
		March 31,
		2007				2006				$ Change				% Change
Video		$	119,139			$	119,870			$	(731	)			(0.6	%)
Data			36,080				30,880				5,200				16.8	%
Phone			7,611				2,836				4,775				168.4	%
Advertising			10,522				9,241				1,281				13.9	%
		$	173,352			$	162,827			$	10,525				6.5	%

		Three Months Ended
		March 31,								Increase
		2007				2006				(Decrease)				% Change
Basic subscribers			740,000				771,800				(31,800	)			(4.1	%)
Digital customers			305,000				289,600				15,400				5.3	%
Data customers			331,000				280,000				51,000				18.2	%
Phone customers			78,000				36,000				42,000				116.7	%
RGUs (1)			1,454,000				1,377,400				76,600				5.6	%
Average total monthly revenue per basic subscriber (2)		$	77.51			$	70.27			$	7.24				10.3	%
Average total monthly revenue per RGU (3)		$	39.85			$	39.87			$	(0.02	)			(0.1	%)

          Video revenues represent monthly subscription fees charged to customers for our core cable television products and services (including basic, expanded basic and digital cable programming services, wire maintenance, equipment rental and services to commercial establishments), pay-per-view charges, installation, reconnection, and late payment fees, and other ancillary revenues. Data revenues primarily represent monthly fees charged to customers, including commercial establishments, 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. Phone revenues represent monthly fees charged to customers. Advertising revenues represent the sale of advertising time on various channels.

          Revenues rose 6.5%, largely attributable to growth in our data and phone customers. Average total monthly revenue per basic subscriber grew 10.3% to $77.51. RGUs grew 5.6% year-over-year and average total monthly revenue per RGU was essentially flat compared with the prior year period.

          Video revenues were essentially flat relative to the first quarter of 2006, with higher service fees from our advanced video products and services, such as DVRs and HDTV, offset by a lower number of basic subscribers. The first quarter performance was impacted by our postponement until the second quarter of basic video rate adjustments that are typically applied earlier in the year, as well as $0.9 million in credits issued to customers because of ice storms. During the three months ended March 31, 2007, we lost 11,000 basic subscribers, compared to a loss of 1,200 for the same period last year. The loss of basic subscribers in the first quarter of 2007 was primarily due to the Sinclair dispute.

          Data revenues rose 16.8%, primarily due to an 18.2% year-over-year increase in data customers.

          Phone revenues grew 168.4%, largely due to a 116.7% increase in phone customers. As of March 31, 2007, Mediacom Phone was marketed to approximately 1.35 million of our 1.48 million estimated homes passed, and we expect to market the product to approximately 95% of our estimated homes passed by the end of 2007.

          Advertising revenues increased 13.9%, largely as a result of stronger local advertising sales, offset in part by weaker national advertising sales.

     Costs and Expenses

          Significant service costs and expenses are for: video programming; wages and salaries of technical personnel who maintain our cable network, perform customer installation activities, and provide customer support; our data and phone services, including payments to third-party providers and costs associated with bandwidth connectivity and customer provisioning; and field operating costs, including outside contractors, vehicle, utilities and pole rental expenses. Video programming costs, which are generally paid on a per subscriber basis, represent our largest single expense category and have historically increased due to both increases in the rates charged for existing programming services and the introduction of new programming services to our customers. Video programming costs are expected to continue to grow principally because of contractual unit rate increases and the increasing demands of television broadcast station owners for retransmission consent fees. As a consequence, it is expected that our video gross margins will decline as increases in programming costs outpace growth in video revenues.

          Service costs rose 14.2%, primarily due to customer growth in our phone and HSD services, higher field operating expenses and increases in programming expenses. Recurring expenses related to our phone and HSD services grew 45.0% commensurate with the significant increase of our phone and data customers. Field operating costs rose 43.6%, primarily as a result of expenses associated with (i) the purchase of antennas during the Sinclair dispute, which were distributed to our customers so that they could receive the affected off-air broadcast signals, and (ii) higher outside contractor usage, which in part covered repairs to our network damaged in ice storms during the quarter, offset in part by lower pole rental expenses. Programming expense increased 5.3%, principally as a result of higher unit costs charged by our programming vendors, offset in part by a lower number of basic subscribers. Service costs as a percentage of revenues were 42.9% and 40.0% for the three months ended March 31, 2007 and 2006, respectively.

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

          Selling, general and administrative expenses rose 5.7%, principally due to higher marketing costs and bad debt expenses, offset in part by lower taxes and fees. Marketing costs rose 29.4% largely due to product and service advertising and mailing campaigns. Bad debt expenses were higher by 34.4% primarily due to unusually low write-offs of uncollectible accounts in the prior year period. Selling, general and administrative expenses as a percentage of revenues were 21.5% and 21.6% for the three months ended March 31, 2007 and 2006, respectively.

          We expect continued revenue growth in advanced services. As a result, we expect our service costs and selling, general and administrative expenses to increase.

          Management fee expense reflects charges incurred under management arrangements with our parent, MCC. Management fee expense increased 11.6%, reflecting higher overhead costs charged by MCC. As a percentage of revenues, management fee expense was 1.9% and 1.8% for the three months ended March 31, 2007 and 2006, respectively.

          Depreciation and amortization expense remained relatively unchanged.

     Adjusted OIBDA

          Adjusted OIBDA decreased 1.8%, principally due to higher costs and expenses, including the one-time impact of the Sinclair dispute, substantially offset by revenue growth.

     Operating Income

          Operating income decreased 2.2%, largely due to lower Adjusted OIBDA, offset in part by a modest decline in depreciation and amortization expense.

          Interest Expense, Net

          Interest expense, net, increased by 9.3%, primarily due to higher market interest rates on variable rate debt and, to a lesser extent, the expiration of certain interest rate hedging agreements with favorable rates.

     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 to reduce the potential volatility in our interest expense that would otherwise result from changes in variable market interest rates. As of March 31, 2007, we had interest rate swaps with an aggregate principal amount of $500 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. As a result of the quarterly mark-to-market valuation of these interest rate swaps, we recorded a loss on derivatives, net amounting to $2.3 million for the three months ended March 31, 2007 compared to a loss of $0.1 million for the three months ended March 31, 2006.

     Net (Loss) Income

          As a result of the factors described above, we incurred a net loss for the three months ended March 31, 2007 of $1.65 million compared to net income of $3.9 million for the three months ended March 31, 2006.

     Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

          The following table sets forth the consolidated statements of operations for the year ended December 31, 2006 and 2005 (dollars in thousands and percentage changes that are not meaningful are marked NM):

		Year Ended December 31,
		2006				2005				$ Change				% Change
Revenues		$	681,243			$	613,116			$	68,127				11.1	%
Costs and expenses:
Service costs			270,396				239,199				31,197				13.0	%
Selling, general and administrative expenses			151,538				138,201				13,337				9.7	%
Management fee expense — parent			12,647				12,239				408				3.3	%
Depreciation and amortization			107,152				115,314				(8,162	)			(7.1	)%
Operating income			139,510				108,163				31,347				29.0	%
Interest expense, net			(109,869	)			(97,282	)			(12,587	)			12.9	%
Loss on early extinguishment of debt			(31,207	)			—				(31,207	)		NM
(Loss) gain on derivatives, net			(8,718	)			6,638				(15,356	)		NM
Other expense, net			(4,954	)			(6,516	)			1,562			NM
Net (loss) income		$	(15,238	)		$	11,003			$	(26,241	)		NM
Adjusted OIBDA		$	247,914			$	223,695			$	24,219				10.8	%

          The following represents a reconciliation of Adjusted OIBDA to operating income, which is the most directly comparable GAAP measure (dollars in thousands and percentage changes that are not meaningful are marked NM):

		Year Ended December 31,
		2006				2005				$ Change				% Change
Adjusted OIBDA		$	247,914			$	223,695			$	24,219				10.8	%
Non-cash share-based compensation and other share-based awards(1)			(1,252	)			(218	)			(1,034	)		NM
Depreciation and amortization			(107,152	)			(115,314	)			8,162				(7.1	)%
Operating income		$	139,510			$	108,163			$	31,347				29.0	%

Revenues

          The following table sets forth revenue, subscriber and monthly average revenue statistics for the year ended December 31, 2006 and 2005, respectively (dollars in thousands, except per subscriber and per customer data):

		Year Ended December 31,
		2006				2005				$ Change				% Change
Video		$	486,243			$	465,636			$	20,607				4.4	%
Data			130,850				108,260				22,590				20.9	%
Phone			19,547				774				18,773			NM
Advertising			44,603				38,446				6,157				16.0	%
		$	681,243			$	613,116			$	68,127				11.1	%

		Year Ended December 31,								Increase/
		2006				2005				Decrease				% Change
Basic subscribers			751,000				773,000				(22,000	)			(2.8	)%
Data customers			320,000				266,000				54,000				20.3	%
Phone customers			71,000				17,500				53,500			NM
Average monthly video revenue per basic subscriber(1)		$	53.18			$	49.76			$	3.42				6.9	%
Average monthly data revenue per data customer(2)		$	37.58			$	37.30			$	0.28				0.8	%

          Revenues rose 11.1%, largely attributable to growth in our data and phone customers and higher video rates and service fees.

          Video revenues represent monthly subscription fees charged to customers for our core cable television products and services (including basic, expanded basic and digital cable programming services, wire maintenance, equipment rental and services to commercial establishments), pay-per-view charges, installation, reconnection and late payment fees, and other ancillary revenues. Data revenues primarily represent monthly fees charged to customers, including commercial establishments, for our data products and services and equipment rental fees. Phone revenues primarily represent monthly fees charged to customers. Advertising revenues represent the sale of advertising time on various channels.

          Video revenues increased 4.4%, as a result of basic rate increases applied on our subscribers and higher service fees from our advanced video products and services, offset in part by the loss of basic subscribers. During the year ended December 31, 2006, we lost 22,000 subscribers, compared to a loss of 10,000 in the prior year. Average monthly video revenue per basic subscriber increased 6.9%.

          Data revenues rose 20.9%, primarily due to a 20.3% year-over-year increase in data customers and, to a lesser extent, the growth of our commercial service and our enterprise networking businesses. Largely as a result of the expiration of longer-term promotional offers taken in 2005, average monthly data revenue per data customer increased 0.8% from the prior year period.

          Phone revenues were $19.5 million for the year ended December 31, 2006. Phone customers grew by 53,500 during 2006, as compared to 17,500 in 2005. As of December 31, 2006, Mediacom Phone was marketed to 1.35 million homes, and we expect to market the product to nearly 95% of our estimated homes passed by the end of 2007.

          Advertising revenues increased 16.0%, largely as a result of stronger local advertising sales and, to a lesser extent, political advertising.

Costs and Expenses

          Significant service costs include: programming expenses; employee expenses related to wages and salaries of technical personnel who maintain our cable network, perform customer installation activities, and provide customer support; data costs, including costs of bandwidth connectivity and customer provisioning; and field operating costs, including outside contractors, vehicle, utilities and pole rental expenses. Video programming costs, which are generally paid on a per subscriber basis, represent our largest single expense and have historically increased due to both increases in the rates charged for existing programming services and the introduction of new programming services to our customers. Video programming costs are expected to continue to grow principally because of contractual unit rate increases and the increasing demands of television broadcast station owners for retransmission consent fees. As a consequence, it is expected that our video gross margins will decline as increases in programming costs outpace growth in video revenues.

          Service costs rose 13.0%, primarily due to increases in programming expenses, customer growth in our phone and HSD services and higher employee expenses. Video programming expense increased 7.8%, principally as a result of higher unit costs charged by our programming vendors, offset in part by a lower number of basic subscribers. Recurring expenses related to our phone and HSD services grew 50.8% commensurate with the significant increase of our phone and data customers. Employee operating costs rose by 13.2% due to higher-levels of headcount and compensation and lower capitalized activity by our technicians. Service costs as a percentage of revenues were 39.7% and 39.0% for the year ended December 31, 2006 and 2005, respectively.

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

          Selling, general and administrative expenses rose 9.7%, principally due to higher taxes and fees and office, bad debt and administrative and customer service employee expenses, offset in part by lower sales commissions paid to our employees. Taxes and fees increased by 17.0% principally due to higher property taxes and franchise fees. Office expenses rose by 23.5% due to call center telecommunications charges. Bad debt expenses grew 13.4% primarily due to overall higher levels of revenue. Employee costs grew by 16.1% primarily due to higher levels of salary and non-cash, share-based compensation in our administrative and customer service workforce. Selling, general and administrative expenses as a percentage of revenues were 22.2% and 22.5% for the year ended December 31, 2006 and 2005, respectively.

          We expect continued revenue growth in our advanced products and services. As a result, we expect our service costs and selling, general and administrative expenses to increase.

          Management fee expense grew by 3.3% reflecting higher overhead costs charged by MCC. As a percentage of revenues, management fee expense was 1.8% and 2.0% for the year ended December 31, 2006 and 2005, respectively.

          Depreciation and amortization declined by 7.1% primarily due to an overall decrease in capital spending.

     Adjusted OIBDA

          Adjusted OIBDA rose 10.8%, due to revenue growth, partially offset by higher service costs and selling, general and administrative expenses.

     Operating Income

          Operating income grew 29.0%, largely due to growth in Adjusted OIBDA and to a lesser extent, a reduction of depreciation and amortization expense.

     Interest Expense, Net

          Interest expense, net, increased by 12.9%, primarily due to higher market interest rates on variable rate debt.

     (Loss) Gain 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 to reduce the potential volatility in our interest expense that would otherwise result from changes in variable market interest rates. As of December 31, 2006 we had interest rate swaps with an aggregate principal amount of $650.0 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. As a result of the quarterly mark-to-market valuation of these interest rate swaps, we recorded a loss on derivatives amounting to $8.7 million for the year ended December 31, 2006 compared to a gain of $6.6 million for the year ended December 31, 2005.

     Loss on Early Extinguishment of Debt

          Loss on early extinguishment of debt totaled $31.2 million for the year ended December 31, 2006. This represents a premium paid on the redemption of the 11% Notes and the write-off of deferred financing costs associated with various refinancing transactions during 2006.

     Net (Loss) Income

          As a result of the factors described above, primarily loss on early extinguishment of debt and loss on derivatives, net, we recognized a net loss for the year ended December 31, 2006 of $15.2 million as compared to net income of $11.0 million for the year ended December 31, 2005.

     Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

          The following table sets forth the consolidated statement of operations for the years ended December 31, 2005 and 2004 (dollars in thousands and percentage changes that are not meaningful are marked NM):

		Year Ended December 31,
		2005				2004				$ Change				% Change
Revenues		$	613,116			$	585,039			$	28,077				4.8	%
Costs and expenses:
Service costs			239,199				222,752				16,447				7.4	%
Selling, general and administrative expenses			138,201				129,587				8,614				6.6	%
Management fee expense — parent			12,239				10,585				1,654				15.6	%
Depreciation and amortization			115,314				107,592				7,722				7.2	%
Operating income			108,163				114,523				(6,360	)			(5.6	)%
Interest expense, net			(97,282	)			(86,125	)			(11,157	)			13.0	%
Gain on derivatives, net			6,638				10,929				(4,291	)		NM
Other expense			(6,516	)			(4,475	)			(2,041	)			45.6	%
Net income		$	11,003			$	34,852			$	(23,849	)			(68.4	%)
Adjusted OIBDA		$	223,695			$	222,138			$	1,557				0.7	%

          The following represents a reconciliation of Adjusted OIBDA to operating income, which is the most directly comparable GAAP measure (Adjusted OIBDA is defined as operating income before depreciation and amortization and non-cash, share-based compensation charges) (dollars in thousands and percentage changes that are not meaningful are marked NM):

		Year Ended December 31,
		2005				2004				$ Change				% Change
Adjusted OIBDA			223,695				222,138				1,557				0.7	%
Non-cash share-based compensation and other share-based awards(1)			(218	)			(23	)			(195	)		NM
Depreciation and amortization			(115,314	)			(107,592	)			(7,722	)			7.2	%
Operating income		$	108,163			$	114,523				(6,360	)			(5.6	%)

     Revenues

          The following table sets forth revenue, subscriber and monthly average revenue statistics for the year ended December 31, 2005 and 2004, respectively (dollars in thousands, except per subscriber data):

		Year Ended December 31,
		2005				2004				$ Change				% Change
Video		$	465,636			$	457,513			$	8,123				1.8	%
Data			108,260				88,060				20,200				22.9	%
Advertising			38,446				39,466				(1,020	)			(2.6	)%
Telephone			774				—				774			NM
		$	613,116			$	585,039			$	28,077				4.8	%

		Year Ended December 31,								Increase/
		2005				2004				Decrease				% Change
Basic subscribers			773,000				783,000				(10,000	)			(1.3	)%
Data customers			266,000				205,000				61,000				29.8	%
Phone customers			17,500				—				17,500			NM
Average monthly video revenue per basic subscriber(1)		$	49.76			$	48.09			$	1.67				3.5	%
Average monthly data revenue per data customer(2)		$	37.30			$	39.55			$	(2.25	)			(5.7	)%

          Revenues rose 4.8%, largely attributable to an increase in data revenues and video revenues. To strengthen our competitiveness, we increased our emphasis on product bundling and on enhancing and differentiating our video products and services with new digital packages, VOD, HDTV, DVRs and more local programming. During 2005, we also extended the discount periods of our promotional campaigns for digital and data services from three to six months to six and twelve months. This impacted the growth of our video and data revenues.

          Video revenues increased 1.8% as a result of higher fees from our advanced video products and services and the impact of basic rate increases, offset in part by a decline in basic subscribers. Our loss of basic subscribers decreased significantly during 2005, with a loss of 10,000, compared to a loss of 36,000 in 2004. The loss of basic subscribers resulted primarily from continuing competitive pressures by other video providers. The average monthly video revenue per basic subscriber increased 3.5% year over year. Digital customers increased 22.5% to 289,000 from 236,000 a year ago.

          Data revenues rose 22.9%, primarily due to the 29.8% year-over-year increase in data customers. Average monthly data revenue per data customer decreased 5.7% as a result of promotional offers during 2005.

          Advertising revenues decreased 2.6% and reflected the anticipated decline in political advertising revenues compared to the 2004 election year.

          In June 2005, we launched Mediacom Phone in one of our smaller markets, and as of December 31, 2005, our phone service was marketed to 1.2 million of our total estimated 1.4 million homes and served 17,500 customers.

   Costs and Expenses

     Service costs increased 7.4%, primarily due to programming, plant operating and employee costs. The largest component of service costs is programming expense which increased 5.5%, as a result of reduced launch support from our programming suppliers in return for our carriage of their services, and higher unit costs charged by them, offset in part by a lower base of basic subscribers. Plant operating costs rose 22.9%, primarily due to greater use of outside contractors for customer installation activity and, to a lesser extent, higher vehicle fuel costs. Employee costs grew 5.2%, primarily as a result of increased headcount and overtime of our technical workforce for network phone readiness and customer installation activity, offset in part by higher labor and overhead capitalization. Service costs as a percentage of revenues were 39.0% for the year ended December 31, 2005, as compared with 38.1% for the year ended December 31, 2004.

     Selling, general and administrative expenses increased 6.6%, principally due higher employee, professional fees and office expenses, offset in part by a decrease in bad debt expense. Employee costs rose 8.2%, as a result of increased direct sales personnel, sales commissions and costs associated with third-party call center contractors. Professional fees increased 49.6%, as a result of higher consulting expenses and other fees. This increase in selling, general and administrative expenses was partly offset by a 20.4% decrease in bad debt expense as a result of improved customer credit and collection policies and better collection experience in our advertising business. Selling, general and administrative expenses as a percentage of revenues were 22.5% for the year ended December 31, 2005, as compared with 22.2% for the year ended December 31, 2004.

     We expect continued revenue growth in advanced services, which include digital video, HDTV, DVRs, HSD and phone service. As a result, we expect our service costs and selling, general and administrative expenses to increase.

     Management fee expense reflects charges incurred under our management arrangements with MCC. Management fee expense increased 15.6%. As a percentage of revenues, management fee expense was 2.0% for the year ended December 31, 2005, as compared with 1.8% for the year ended December 31, 2004.

     Depreciation and amortization increased 7.2% primarily due to the retirement of assets and disposals.

   Adjusted OIBDA

     Adjusted OIBDA rose 0.7% due to growth, offset by higher service costs and selling, general and administrative expenses.

Operating Income

     Operating income decreased 5.6% largely due to an increase in depreciation and amortization expense.

Interest Expense, net

     Interest expense, net, increased by 13.0%, primarily due to higher market interest rates on variable rate debt and the issuance of $300.0 million of 8 1/2% senior notes due 2015.

   Gain on Derivatives, net

     As of December 31, 2005 we had interest rate swaps with an aggregate principal amount of $400.0 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. As a result of the quarterly mark-to-market valuation of these interest rate swaps, we recorded a gain on derivatives amounting to $6.6 million for the year ended December 31, 2005, as compared to a gain on derivatives of $10.9 million for the year ended December 31, 2004.

   Other Expense

     Other expense was $6.5 million and $4.5 million for the years ended December 31, 2005 and 2004, respectively. Other expense primarily represents amortization of deferred financing costs and fees on unused credit commitments.

   Net Income

     As a result of the factors described above, we generated net income for the year ended December 31, 2005 and 2004 of $11.0 million and $34.9 million, respectively.

Liquidity and Capital Resources

     We have invested, and will continue to invest, in our network to enhance its reliability and capacity, and in the further deployment of advanced broadband services. Our capital spending has recently shifted away from network upgrade investments to the deployment of advanced services. We also may continue to make strategic acquisitions of cable systems. We have a high level of indebtedness and incur significant amounts of interest expense each year. We believe that we will meet our debt service, capital spending and other requirements through a combination of our net cash flows from operating activities, borrowing availability under our bank credit facilities and our ability to secure future external financing.

     As of December 31, 2006, our total debt was $1.6 billion. Of this amount, $68.7 million matures within the twelve months ending December 31, 2007. During the twelve months ended December 31, 2006, we paid cash interest of $128.9 million.

     As of March 31, 2007, our total debt was $1.59 billion. Of this amount, $68.4 million matures within the twelve months ending March 31, 2008. During the three months ended March 31, 2007, we paid cash interest of $18.9 million, net of capitalized interest. As of March 31, 2007, we had unused revolving credit commitments of approximately $507.9 million, of which approximately $325.2 million could be borrowed and used for general corporate purposes based on the terms and conditions of our debt arrangements.

     Our operating subsidiaries have a $1.64 billion bank credit facility (the “Credit Facility”) expiring in 2015, of which $1.1 billion was outstanding as of December 31, 2006. The Credit Facility consists of a $614.0 million revolving credit commitment, a $226.5 million term loan and an $800.0 million term loan. As of December 31, 2006, we had unused credit commitments of $531.1 million under the Credit Facility, of which $420.2 million could be borrowed and used for general corporate purposes based on the terms of our debt arrangements.

     In January 2005, we borrowed $88.0 million from Mediacom LLC and repaid a portion of our indebtedness under our revolving credit commitment. The loan was funded with borrowings under Mediacom LLC’s bank credit facility. The loan is in the form of a demand note, which has a 6.7% annual interest rate, payable semi-annually in cash. We repaid this note and accrued interest in April 2005.

     For all periods through December 31, 2006, we were in compliance with all of the covenants under our debt arrangements. Continued access to our credit facilities is subject to our remaining in compliance with the covenants of these credit facilities, including covenants tied to our operating performance. There are no covenants, events of default, borrowing conditions or other terms in the Credit Facility or our other debt arrangements that are based on changes in our credit ratings assigned by any rating agency. We believe that we will not have any difficulty in the foreseeable future complying with the applicable covenants and that we will meet our current and long-term debt service, capital spending and other cash requirements through a combination of our net cash flows from operating activities, borrowing availability under our bank credit facilities and our ability to secure future external financing. However, there is no assurance that we will be able to obtain sufficient future financing, or, if we were able to do so, that the terms would be favorable to us. Our future access to debt financings and the cost of such financings are affected by our credit ratings. Any future downgrade to our credit ratings could increase the cost of debt and adversely impact our ability to raise additional funds.

     The Credit Facility is collateralized by our pledge of all of our ownership interests in our operating subsidiaries and is guaranteed by us on a limited recourse basis to the extend of such ownership interests.

   Operating Activities

     Net cash flows provided by operating activities were $64.4 million for the year ended December 31, 2006 compared to $105.0 million for the comparable period last year. The change of $40.6 million is primarily due to the net change in operating assets and liabilities. During the year ended December 31, 2006, the net change in our operating assets and liabilities was $48.1 million, primarily due to an increase in our prepaid expenses and other assets of $48.2 million, which includes intercompany amounts, an increase in accounts receivable, net of $7.0 million offset by an increase in accrued liabilities of $6.9 million and an increase in our deferred revenue of $3.0 million.

     Net cash flows provided by operating activities were $31.4 million for the three months ended March 31, 2007 compared to $23.1 million for the comparable period last year. The change of $8.3 million is primarily due to the net change in operating assets and liabilities. During the three months ended March 31, 2007, the net change in our operating assets and liabilities was $2.9 million, primarily due to a decrease in our prepaid expenses and other assets of $10.9 million and a decrease in accounts receivable, net of $5.3 million, offset by a decrease in accrued liabilities of $13.5 million.

   Investing Activities

     Net cash flows used in investing activities, which consisted primarily of capital expenditures, were $103.2 million for the year ended December 31, 2006, as compared to $108.1 million for the prior year. Capital expenditures decreased $4.9 million, primarily due to lower spending on customer premise equipment.

     Net cash flows used in investing activities, which consisted of capital expenditures, were $25.8 million for the three months ended March 31, 2007, as compared to $22.1 million for the prior year period. Capital expenditures increased $3.7 million, primarily due to higher spending on customer premise equipment.

   Financing Activities

     Net cash flows provided by financing activities were $43.7 million for the year ended December 31, 2006, as compared to net cash flows provided by financing activities of $1.1 million for the comparable period in 2005, largely due to net bank and bond financings of approximately $577.9 million and an approximately $103.0 million capital contribution from MCC, offset in part by the repayment of $400.0 million of senior notes and approximately $237.1 million of capital distributions and dividends to MCC.

     Net cash flows used in financing activities were $10.8 million for the three months ended March 31, 2007, largely due to a net reduction of debt and a dividend payment on preferred members’ interest. Net cash flows used in financing activities were $0.1 million for the comparable period in 2006, largely due to net bank borrowings, a dividend payment to parent and a dividend payment on preferred members’ interest.

     Our principal financing activities included the following:

	•		On May 5, 2006, we refinanced a $495.0 million term loan with a new term loan in the amount of $800.0 million. The new term loan consists of two tranches: (i) a $550.0 million term loan which was funded on May 5, 2006; and (ii) a $250.0 million delayed-draw term loan (the “Delayed-Draw Term Loan”). Borrowings under the new term loan bear interest at a rate that is 0.25% less than the interest rate of the term loan that it replaced. The new term loan matures in January 2015, whereas the term loan it replaced had a maturity of February 2013.
	•		On June 29, 2006, borrowings under the Delayed-Draw Term Loan were used: (i) to make a capital distribution to MCC to allow it to repay $172.5 million of its 5.25% convertible senior notes due July

			1, 2006; (ii) to reduce borrowings (but not commitments) outstanding under the revolving credit portion of our subsidiary credit facility; and (iii) for working capital purposes.
	•		On July 17, 2006, we redeemed all of our outstanding 11% notes with available funds from our subsidiary Credit Facilities.
	•		On October 5, 2006, we issued $300 million of 8.5% Notes, and used the proceeds to reduce borrowings (but not commitments) outstanding under the revolving credit portion of our subsidiary credit facilities.
	•		We made distributions to MCC of $43.3 million primarily to fund its Board authorized share repurchase program during the year ended December 31, 2006.

   Other

     We have entered into interest rate exchange agreements with counterparties, which expire from 2009 through 2010, to hedge $500.0 million of floating rate debt. These agreements have been accounted for on a mark-to-market basis as of, and for the three months ended March 31, 2007. Our interest rate exchange agreements are scheduled to expire in the amounts of $400.0 million and $100.0 million during the years ended December 31, 2009 and 2010, respectively.

     As of March 31, 2007, approximately $13.9 million of letters of credit were issued to various parties as collateral for our performance relating to insurance and franchise requirements

Contractual Obligations and Commercial Commitments

     The following table summarizes our contractual obligations and commercial commitments for the five years subsequent to December 31, 2006 and thereafter (dollars in thousands)*:

						Capital				Operating				Interest				Purchase
		Debt				Leases				Leases				Expense(1)				Obligations				Total
2007		$	62,000			$	360			$	1,769			$	89,056			$	1,796			$	154,981
2008			68,000				36				1,444				113,907				1,796				185,183
2009			90,500				—				1,313				109,255				1,796				202,864
2010			32,000				—				1,084				103,065				—				136,149
2011			8,000				—				950				100,876				—				109,826
Thereafter			1,329,000				—				415				180,204				—				1,509,619
Total cash obligations		$	1,589,500			$	396			$	6,975			$	696,363			$	5,388			$	2,298,622

Critical Accounting Policies

     The preparation of our 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 that the application of the critical accounting policies discussed below requires significant judgments and estimates on the part of management. For a summary of our accounting policies, see Note 2 of our Notes to the Consolidated Financial Statements.

   Property, Plant and Equipment

     We capitalize the costs of new construction and replacement of our cable transmission and distribution facilities and new cable service installations. Capitalized costs include all direct labor and materials as well as certain indirect costs. Capitalized costs are recorded as additions to property, plant and equipment and depreciate over the life of the related asset. 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.

   Indefinite-lived Intangibles

     Our cable systems operate under non-exclusive franchises granted by state and local governmental authorities for varying lengths of time. We acquired these cable franchises through acquisitions of cable systems and were accounted for using the purchase method of accounting. We have concluded that our cable franchise rights have an indefinite useful life since, among other things, there are no legal, regulatory, contractual, competitive, economic or other factors limiting the period over which these cable franchise rights contribute to our revenues. Accordingly, with our adoption of SFAS No. 142, “Goodwill and Other Intangible Assets,” we no longer amortize the cable franchise rights and other indefinite-lived assets. Instead, such assets are tested annually for impairment or more frequently if impairment indicators arise.

     Based on the guidance outlined in EITF No. 02-7, “Unit of Accounting for Testing Impairment of Indefinite-Lived Intangible Assets,” we determined that the unit of accounting for testing franchise value for impairment resides at a cable system cluster level. Such level reflects the financial reporting level managed and reviewed by the corporate office (i.e., chief operating decision maker) as well as how we allocated capital resources and utilize the assets. Lastly, the unit reporting level reflects the level at which the purchase method of accounting for our acquisitions was originally recorded. We have one cable system cluster, or reporting unit, for the purpose of applying SFAS No. 142.

     We follow the provisions of SFAS No. 142 to test our goodwill and cable franchise rights for impairment. We assess the fair values of each cable system cluster using discounted cash flow methodology, under which the fair value of cable franchise rights is determined in a direct manner. This involves certain assumptions and estimates, including future cash flow expectations and other future benefits, which are consistent with the expectations of buyers and sellers of cable systems in determining fair value. Significant impairment in value resulting in impairment charges may result if these estimates and assumptions used in the fair value determination change in the future. Such impairments could potentially be material.

     Goodwill impairment is determined using a two-step process. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step is performed to measure the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill, calculated using the residual method, with the carrying amount of that goodwill. If the carrying amount of the goodwill exceeds the implied fair value, the excess is recognized as an impairment loss.

     The impairment test for other intangible assets not subject to amortization consists of a comparison of the fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, the excess is recognized as an impairment loss.

     We completed our most recent impairment test as of October 1, 2006, which reflected no impairment of our franchise rights and goodwill.

   Share-based Compensation

     We estimate the fair value of stock options granted using the Black-Scholes option-pricing model. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally

the vesting period. This option-pricing model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the periods the estimates are revised. Actual results, and future changes in estimates, may differ substantially from our current estimates.

Recent Accounting Pronouncements

     In February 2006, the FASB issued SFAS Statement No. 155, “Accounting for Certain Hybrid Financial Instruments, Amendment of FASB Statement No. 133 and 140” (“SFAS No. 155”). SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”) and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS No. 140”). SFAS No. 155 gives entities the option of applying fair value accounting to certain hybrid financial instruments in their entirety if they contain embedded derivatives that would otherwise require bifurcation under SFAS No. 133. SFAS No. 155 will be effective as of January 1, 2007 and the Company does not believe that the adoption will have a material impact on its consolidated financial condition or results of operations.

     In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets — an Amendment of FASB Statement No 140” (“SFAS No. 156”). SFAS No 156 provides guidance on the accounting for servicing assets and liabilities when an entity undertakes an obligation to service a financial asset by entering into a servicing contract. This statement is effective for all transactions in fiscal years beginning after September 15, 2006. The Company does not expect the adoption of SFAS No. 156 will have a material impact on its consolidated financial condition or results of operations.

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and expands on required disclosures about fair value measurement. SFAS No. 157 will be effective as of January 1, 2008 and will be applied prospectively. The Company has not completed its evaluation of SFAS No. 157 to determine the impact that adoption will have on its consolidated financial condition or results of operations.

     In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (“SAB No. 108”). SAB No. 108 provides guidance surrounding the process of quantifying financial statement misstatements. SAB No. 108 addresses the diversity in practice in quantifying financial statement misstatements and the potential under current practice for the build up of improper amounts on the balance sheet. The Company adopted SAB No. 108 in 2006. This bulletin did not have a material impact on the Company’s consolidated financial condition or results of operations.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company does not expect that this Statement will have a material impact on its consolidated 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 FCC’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.

BUSINESS

Our Manager

     We are a wholly-owned subsidiary of Mediacom Communications Corporation, who is also our manager. Mediacom Communications is the nation’s eighth largest cable television company based on customers served and among the leading cable operators focused on serving the smaller cities and towns in the United States. As of March 31, 2007, our manager’s cable systems, which are owned and operated through our operating subsidiaries and those of Mediacom LLC, passed an estimated 2.8 million homes and served approximately 1.36 million basic subscribers and 2.62 million revenue generating units (“RGUs”). Mediacom LLC is also a wholly-owned subsidiary of our manager. A basic subscriber is a customer who purchases one or more video services. RGUs represent the sum of basic subscribers and digital, high-speed data (“HSD”) and phone customers. Our manager is a publicly-owned company whose Class A common stock is listed on The Nasdaq Global Select Market under the symbol “MCCC.”

Mediacom Broadband, LLC

     As of March 31, 2007, we served approximately 740,000 basic subscribers, 305,000 digital customers, 331,000 HSD customers, and 78,000 phone customers, totaling 1.45 million RGUs. Through our interactive broadband network, we provide customers with a wide array of products and services, including: analog and digital video services; advanced video services, such as video-on-demand (“VOD”), high-definition television (“HD” or “HDTV”) and digital video recorders (“DVR”); HSD, also known as high-speed Internet access or cable modem service; and phone service. We provide the triple play bundle of advanced video services, HSD and phone to 92% of the estimated homes our network passes.

Industry

     The cable industry operates in a highly competitive and rapidly changing environment. Over the last ten years, the industry has invested in interactive fiber optic networks, boosting network capacity, capability and reliability and allowing it to introduce a compelling basket of new and advanced services to consumers. This has resulted in greater consumer choice and convenience in video programming, with services such as VOD, DVRs, and HDTV; dramatically higher speeds that have enhanced the HSD product; and a new product in voice over internet protocol (“VoIP”) phone service. Today, the cable industry can provide the triple play of video, HSD, and phone over a single communications platform, a significant advantage over competitors. As demand for these advanced services continues on its expected growth trajectory, we believe that the cable industry is better positioned than competing industries to widely offer this bundle of advanced services.

     Our primary competitors in video programming distribution are direct broadcast satellite (“DBS”) providers. They generally do not provide interactive data or phone service. Instead, they generally rely today on partnerships with mainly telephone companies to create an artificially bundled offering.

     Our primary competitors in phone service are incumbent telephone companies. Some are building new fiber-to-the-node (“FTTN”) or fiber-to-the-home (“FTTH”) networks in an attempt to offer customers a product bundle comparable to that offered today by cable companies, but we believe that these advanced service offerings will not be broadly available in our markets for a number of years. They do not generally provide a widely available video product in our markets using their own networks, but instead have marketing agreements with DBS providers under which DBS service is bundled with their phone and data services. Meanwhile, we expect the cable industry will benefit from its bundled offerings of products and services while continuing to innovate and introduce new services.

Business Strategy

     We intend to capitalize on our advanced cable network’s technology to become the leading single-source provider of advanced video, data and voice products and services within our market areas. Offering multiple

products in bundled packages will allow us to deepen relationships with our existing customers, attract new customers and further diversify our revenue streams.

   Advanced Cable Network

     We have made investments over the past several years to upgrade our cable network so that today we can provide the latest in broadband products and services, improve our competitive position and increase overall customer satisfaction. Our network architecture is engineered to accommodate enhancements in capacity and performance without extensive upgrades. We believe that over the long-term, our network, with continuing investments, will allow us to remain competitive as we roll out new and enhanced services.

   Expanding Reach and Enhancing Quality of Products and Services

     We continue to expand the availability and enhance the quality of our advanced video services. We now offer VOD and HDTV to 96% and 99% of our digital customers, respectively. In the past three years, we have increased the download speed of our flagship HSD product, which we refer to as Mediacom Online, by more than five times. In the second half of 2005, we launched our phone service, which we refer to as Mediacom Phone, and as of March 31, 2007, we were marketing this new product to 92% of the estimated homes in our markets.

   Bundling of Broadband Products and Services

     We believe that bundled products and services offer our customers the convenience of having a single provider contact for ordering, scheduling, provisioning, billing and customer care. Our customers can also realize greater value through bundle discounts as they obtain additional products and services from us. We currently offer the “ViP” triple play bundle of video, HSD and phone to approximately 1.35 million of our 1.47 million estimated homes passed. “ViP” is our branding of the triple play and stands for Video, Internet and Phone.

     As of March 31, 2007, 78% of our phone customers were taking the “ViP” bundle. Approximately 37% of our customers purchase more than one of our video, data and phone services. Our ability to deliver a bundle of products and services to customers increases revenue per customer and improves customer retention.

   Customer Care

     Attaining higher levels of customer satisfaction through quality service is critical to our success in the increasingly competitive environment we face today. To enhance customers’ experience and realize operating efficiencies, we continue to invest in the training of customer care personnel and in call center technology and field workforce management. Our investments improve customers’ experiences by reducing customer service call wait time, enhancing e-Care self-service options on the Internet, and providing on-time guarantees for customer appointments.

   Local Community Presence

     Our local community presence helps make us more responsive to our customers’ needs and gives us greater awareness of changes in competition. We continue to build good relationships with our communities by providing local event programming and by participating in a wide range of local educational and community service initiatives.

Products and Services

   Video

     With HDTV sets becoming increasingly commonplace in consumer households, along with the growing variety of programming content accessible in various forms like VOD and HDTV and through the use of DVRs, consumer demand for advanced video services is growing.

     We continue to receive a majority of our revenues from video subscription services but our reliance on video services has been declining for the past several years, primarily because of contributions from HSD and, more recently, our phone business. Subscribers typically pay us on a monthly basis and generally may discontinue services at any time. We design our channel line-ups for each system according to demographics, programming preferences, channel capacity, competition, price sensitivity and local regulation. Monthly subscription rates and related charges vary according to the type of service selected and the type of equipment used by subscribers. Following is selected information regarding our video services.

     Basic Service. Our basic service includes, for a monthly fee, local broadcast channels, network and independent stations, limited satellite-delivered programming, and local public, government, home-shopping and leased access channels.

     Expanded Basic Service. Our expanded basic service includes, for an additional monthly fee, various satellite-delivered channels such as CNN, MTV, USA Network, ESPN, Lifetime, Nickelodeon and TNT.

     As of March 31, 2007, we had 740,000 basic subscribers, representing a 50.2% penetration of estimated homes passed.

     Digital Video Service. Customers who subscribe to our digital video service receive up to 230 digital channels. We currently offer several programming packages that include digital basic channels, multichannel premium services, sports channels, digital music channels, an interactive on-screen program guide and VOD. Customers pay a monthly fee for digital video service, which varies according to the level of service and the number of digital converters in the home. A digital converter or cable card is required to receive our digital video service.

     As of March 31, 2007, we had 305,000 digital customers, representing a 41.2% penetration of basic subscribers.

     Pay-Per-View Service. Our pay-per-view services allow customers to pay to view a single showing of a feature film, live sporting event, concert and other special event, on an unedited, commercial-free basis.

     Video-On-Demand. Mediacom On Demand provides on-demand access to over 1,400 hours of movies, special events and general interest titles. Our customers enjoy full functionality, including the ability to pause, rewind and fast forward selected programming. Mediacom On Demand service offers free special interest programming, subscription-based VOD (“SVOD”) premium packages, such as Starz!, Showtime or HBO, and movies and other programming that can be ordered on a pay-per-view basis. We currently offer this service to 96% of our digital customers. DBS providers are unable to offer a similar product to customers, which gives Mediacom a significant advantage in the market for advanced digital video services.

     High-Definition Television. HDTV features high-resolution picture quality, digital sound quality and a wide-screen, theater-like display. This service offers programming available in high-definition from local broadcast stations and from HD services such as: ESPN, Discovery, HDNet, INHD and Universal. Our HDTV service is available in most of our markets where we offer up to 17 HDTV channels. We currently offer this service to 99% of our digital customers.

     Digital Video Recorders. We provide our customers with HDTV-capable digital converters that have video recording capability, allowing them to:

	•		Pre-schedule the DVR to record programming and view the recorded programming later;
	•		Watch, pause, fast-forward or rewind pre-recorded programs;
	•		Record one show while watching another;
	•		Record two television programs simultaneously; and
	•		Record up to approximately 80 hours of digital programs or approximately 25 hours of HDTV.

HDTV and DVR services require the use of an advanced digital converter for which we charge a monthly fee.

   Mediacom Online

     Mediacom Online offers to consumers packages of cable modem-based services with varied speeds and competitive prices. These services include our interactive portal, which provides multiple e-mail addresses, personal webspace, and local community content. Over the past three years, we have increased the download speeds of our flagship product by more than five times, making it the fastest broadband product in substantially all of our markets. We summarize our HSD services as follows:

	•		Our flagship residential data service offers maximum download and upload speeds of 8Mbps and 256Kbps, respectively.
	•		For our “ViP” triple play customers, the maximum download and upload speeds are 10Mbps and 1Mbps, respectively.
	•		Our premium Internet service, Mediacom OnlineMax, has maximum download and upload speeds of 15Mbps and 1Mbps and includes premium content such as americangreetings.com, Britannica Online, Disney Connection, ESPN 360 and MLB Gameday.

     As of March 31, 2007, we had 331,000 high-speed data customers, representing a 22.4% penetration of estimated homes passed.

   Mediacom Phone

     In the second half of 2005, we launched Mediacom Phone across several of our markets, and as of March 31, 2007, we were marketing phone service to 92% of our 1.47 million estimated homes passed. 78% of our phone customers take the “ViP” triple play of video, internet and phone, and 21% take either video or HSD in addition to phone.

     Mediacom Phone offers our customers unlimited local, regional and long-distance calling within the United States, Puerto Rico, the U.S. Virgin Islands and Canada, any time of the day or night, for a flat monthly rate. Discount pricing is available when Mediacom Phone is combined with our other services. International calling is also available at competitive rates. Mediacom Phone includes popular calling features, such as:

	•		Voice mail;
	•		Caller ID with name and number;
	•		Call waiting;
	•		Three-way calling; and
	•		Enhanced Emergency 911 dialing

     Our phone customers may keep their existing phone number where local number portability is supported and use existing phones, jacks, outlets and in-home wiring.

     Mediacom Phone is delivered over the same network that carries our advanced video services and Mediacom Online. Key advantages of VoIP over traditional circuit-switched telephony include lower operating and capital costs and new advanced features that traditional circuit-switch telephony cannot provide. Customers receive a voice-enabled cable modem that digitizes voice signals and routes them as data packets, using IP technology, via our controlled broadband cable systems. Calls made to destinations outside of our systems are routed to the

traditional public switched telephone network. Unlike Internet phone providers, such as Vonage, which utilize the Internet to transport telephone calls, Mediacom Phone uses our own controlled network along with the public switched telephone network to route calls. We believe this approach enables us to better oversee and maintain call and service quality, thereby providing a better overall customer experience.

     As of March 31, 2007, we had 78,000 phone customers, representing a 5.8% penetration of estimated marketable phone homes passed.

   Mediacom Business Services

     Through our network technology, we also provide a range of advanced data services for the commercial market. For small and medium-sized businesses, we offer several packages of high-speed data services that include business e-mail, webspace storage and several IP address options. Using our fiber-rich regional networks, we also offer customized Internet access and data transport solutions for large businesses, including the vertical markets of healthcare, financial services and education. Our services for large business are scalable and competitively priced and are designed to create point-to-point and point to multi-point networks offering dedicated Internet access and transparent local area networks.

     We believe that our existing cable infrastructure and experience with residential telephony will allow us to expand voice services to businesses starting in the second half of 2007. Our Mediacom Business Services group plans to target small and medium-sized businesses with a bundled package of high-speed data and feature-rich telephony services, including up to four lines per customer. Initial marketing will focus on our existing commercial HSD customers, and then extend to other small and medium-sized businesses in our markets.

   Advertising

     We generate revenues from the sale of advertising time on up to 44 satellite-delivered channels such as CNN, Lifetime, Discovery, ESPN, TBS and USA. We have an advertising sales infrastructure that includes in-house production facilities, production and administrative employees and a locally-based sales workforce. In many of our markets, we have entered into agreements with other cable operators to jointly sell local advertising, simplifying our prospective clients’ purchase of local advertising and expanding the reach of advertising they purchase. In some of these markets, we represent the advertising sales efforts of other cable operators; in other markets, other cable operators represent us. Additionally, national and regional interconnect agreements have been negotiated with other cable system operators to simplify the purchase of advertising time of our clients.

     We are currently exploring various means by which we could utilize advanced services such as VOD to increase advertising revenues. In 2006, we launched SmartShop, an advertising-supported VOD service that provides advertisers with a way to reach customers interested in viewing infomercials and local advertising. Video-enabled banner advertising allows customers to click through banner ads on our interactive guide to get to long-form VOD segments. Using our VOD platform to supply the long form advertisements allows advertisers to anonymously track aggregate viewing data.

Marketing and Sales

     We employ a wide range of sales channels to reach our customers, including outbound telemarketing and door-to-door sales. We use inbound telemarketing, our web site and advertising on our cable systems to increase awareness of the products and services we offer. Another important part of our strategy is the use of promotional offers, at times in partnership with programmers. Direct sales channels have also been established in local and national retail stores, where DBS providers have a strong presence.

     To demonstrate our customer-centered focus, we utilize the branding “ViP” to market our triple play bundle. We have enhanced our “ViP” offering with “ViP Extra,” a loyalty program rewarding customers for subscribing to the triple play with digital video service, including free VOD services and faster HSD speeds.

Description of Our Cable Systems

   Overview

     The following table provides an overview of selected operating and cable network data for our cable systems for the periods ended:

						December 31,												March 31,
		2006				2005				2004				2003				2007
Operating Data:
Core Video:
Estimated homes passed(1)			1,474,000				1,460,000				1,456,000				1,472,500				1,475,000
Basic subscribers(2)			751,000				773,000				783,000				819,300				740,000
Basic penetration(3)			50.9	%			52.9	%			53.8	%			55.6	%			50.2	%
Digital Cable:
Digital customers(4)			304,000				289,000				236,000				231,600				305,000
Digital penetration(5)			40.5	%			37.4	%			30.1	%			28.3	%			41.2	%
High Speed Data HSD customers(6)			320,000				266,000				205,000				157,800				331,000
HSD penetration(7)			21.7	%			18.2	%			14.1	%			10.7	%			22.4	%
Phone:
Estimated marketable phone homes(8)			1,350,000				1,200,000				—				—				1,350,000
Phone customers(9)			71,000				17,500				—				—				78,000
Revenue Generating Units(10)			1,446,000				1,345,500				1,224,000				1,208,700				1,454,000
Cable Network Data:
Miles of cable distribution plant			19,785				19,700				19,500				19,750				19,860
Density(11)			75				74				75				75				74