SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

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


                         Date of Report: July 18, 2001


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



                                                      
            Delaware                      0-29227               06-1566067
  (State or other jurisdiction        (Commission File         (IRS Employer
of incorporation or organization)         Number)           Identification No.)

 

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


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


Item 2.   Acquisition or Disposition of Assets.

     On February 26, 2001, Mediacom Communications Corporation (the "Company")
entered into four separate definitive asset purchase agreements with AT&T
Broadband, LLC under which various affiliates of AT&T Broadband agreed to sell
to the Company certain cable television systems in Georgia, Illinois, Iowa and
Missouri, subject to several closing conditions.

     On June 29, 2001, the Company completed the acquisition of AT&T cable
systems serving approximately 94,000 basic subscribers in Missouri. The purchase
price for the Missouri systems was approximately $309 million, after preliminary
closing adjustments. This transaction comprises cable systems serving Columbia,
Jefferson City and Springfield, Missouri.

     On July 18, 2001, the Company completed the acquisitions of AT&T cable
systems serving approximately 706,000 basic subscribers in Georgia, Illinois and
Iowa. The aggregate purchase price for these cable systems was approximately
$1.79 billion, after preliminary closing adjustments. These transactions include
cable systems serving the cities and surrounding communities of Albany,
Columbus, Tifton and Valdosta, Georgia; Charleston, Carbondale, Effingham,
Marion, Moline and Rock Island, Illinois; and Ames, Cedar Rapids, Clinton,
Davenport, Des Moines, Dubuque, Fort Dodge, Iowa City, Mason City and Waterloo,
Iowa.

     The AT&T systems were acquired by operating subsidiaries of Mediacom
Broadband LLC, a newly-formed, wholly-owned subsidiary of the Company. The
aggregate purchase price of $2.1 billion for the AT&T systems, together with
related fees and expenses and working capital, was financed through a
combination of:

  .  Borrowings under the credit facility of the operating subsidiaries of
     Mediacom Broadband in the amount of $855.0 million;

  .  Borrowings under the credit facilities of the operating subsidiaries of
     Mediacom LLC, a wholly-owned subsidiary of the Company, in the amount of
     $275.0 million;

  .  Gross proceeds from the Company's sale of its Class A common stock in the
     amount of $455.1 million;

  .  Gross proceeds from the Company's sale of its 5.25% Convertible Senior
     Notes in the aggregate principal amount of $172.5 million; and

  .  Gross proceeds from Mediacom Broadband's sale of its 11% Senior Notes in
     the aggregate principal amount of $400.0 million.

     Upon completion of this series of transactions with AT&T Broadband, the
Company became the 8th largest cable television operator in the United States
based on customers served, with cable systems passing approximately 2.6 million
homes and serving approximately 1.6 million basic subscribers in 23 states.



Item 7.  Financial Statements and Exhibits.

(a)  Financial Statements

     The financial statements of the Georgia Mediacom Systems, the Southern
Illinois Mediacom Systems, the Iowa Mediacom Systems and the Missouri Mediacom
Systems have been previously reported (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934) in Amendment No. 1 to the Company's Current
Report on Form 8-K, dated February 26, 2001, filed with the Securities and
Exchange Commission on June 6, 2001.

(b)  Pro Forma Financial Information

     The pro forma information relating to the transactions described in Item 2
of this report has been previously reported in Amendment No. 1 to the Company's
Current Report on Form 8-K, dated February 26, 2001, filed with the Securities
and Exchange Commission on June 6, 2001.


(c)  Exhibits:




 Exhibit
 Number                                    Exhibit Description
 ------                                    -------------------
        
  2.3      Asset Purchase Agreement, dated February 26, 2001 among the Company and AT&T
           Broadband, LLC and affiliates thereto (the "AT&T Broadband Parties") (Central
           Missouri)*

  2.4      Asset Purchase Agreement, dated February 26, 2001 among the Company and the AT&T
           Broadband Parties (Georgia)*

  2.5      Asset Purchase Agreement, dated February 26, 2001 among the Company and the AT&T
           Broadband Parties (Iowa/Illinois)*

  2.6      Asset Purchase Agreement, dated February 26, 2001 among the Company and the AT&T
           Broadband Parties (Southern Illinois)*

___________
*   Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 2000 and incorporated herein by reference.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 Mediacom Communications Corporation
                                    (Registrant)



Date: July 31, 2001              By:  /s/ Mark Stephan
                                    -------------------------------
                                      Mark Stephan
                                      Senior Vice President
                                       and Chief Financial Officer