UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT

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



       Date of Report (Date of earliest event reported): FEBRUARY 17, 2005



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


        DELAWARE                       0-29227                   06-1566067
(State of incorporation)        (Commission File No.)           (IRS Employer
                                                             Identification No.)

                              100 CRYSTAL RUN ROAD
                           MIDDLETOWN, NEW YORK 10941
                    (Address of principal executive offices)


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


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

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

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

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

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




ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On February  17, 2005,  the Board of  Directors of Mediacom  Communications
Corporation  approved a payment of $25,000  to each  non-employee  director  for
serving on the Board of Directors during 2004. Such  non-employee  directors are
Craig S.  Mitchell,  William S. Morris III,  Thomas V.  Reifenheiser,  Natale S.
Ricciardi and Robert L. Winikoff.

     In addition, the Board of Directors approved a payment of $10,000 to Thomas
V. Reifenheiser for serving as Chairman of the Audit Committee during 2004 and a
payment  of $5,000 to  Natale  S.  Ricciardi  for  serving  as  Chairman  of the
Compensation Committee during 2004.





SIGNATURES

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

Dated: February 24, 2005


                                        MEDIACOM COMMUNICATIONS CORPORATION



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