Mail Stop 0407

      							May 2, 2005

Via U.S. Mail and Fax (845-695-2639)
Mr. Mark E. Stephan
Chief Financial Officer
Mediacom LLC / Mediacom Capital Corporation
100 Crystal Run Road
Middletown, NY 10941

	RE:	Mediacom LLC / Mediacom Capital Corporation
		Form 10-K for the fiscal year ended December 31, 2004
		Filed March 31, 2005
		File No. 333-82124-01 / 333-82124-04

Dear Mr. Stephan:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial
statements and related disclosures and will make no further review
of
your documents.  As such, all persons who are responsible for the
adequacy and accuracy of the disclosure are urged to be certain
that
they have included all information required pursuant to the
Securities
Exchange Act of 1934.  Please address the following comments in
future
filings.  If you disagree, we will consider your explanation as to
why
our comment is inapplicable or a future revision is unnecessary.
Please be as detailed as necessary in your explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the period ended December 31, 2004

General
1. Please be advised that your file numbers are 333-82124-01 for
Mediacom LLC and 333-82124-04 for Mediacom Capital Corporation

Liquidity and Capital Resources, page 40
2. Please discuss in more detail and quantify your short-term and
long-term cash requirements and sources.  Your discussion should
include the funds necessary to maintain current operations and any
commitments for capital expenditures and other expenditures.
Refer to
Section IV of the Commission`s Interpretive Release on Managements
Discussion and Analysis of Financial Condition and Results of
Operations which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.

		Description of Our Credit Facilities, page 41
3. Please provide an exhibit for your ratio of earnings to fixed
charges that complies with
	Item 503(d) of Regulation S-K.   Also, present this ratio in
your
selected financial data 	section.

		Contractual Obligations and Commercial Commitments, page
42
4. Please revise your disclosure to include your interest payments
in
the tabular presentation.

	Critical Accounting Policies, page 42
5. Please discuss your accounting policy for your allowance for
doubtful accounts and programming liabilities.

*    *    *    *

      Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filings or in
response to
our comments on your filings.

      You may contact Bob Carroll, Staff Accountant, at (202) 551-
3362
or Dean Suehiro, Senior Staff Accountant, at (202) 551-3384 if you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

							Sincerely,

							/s/ Kyle Moffatt for

							Larry Spirgel
							Assistant Director




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Mr. Mark E. Stephan
Mediacom LLC / Mediacom Capital Corporation
May 2, 2005
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE