SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Walsh Brian (Last) (First) (Middle) C/O MEDIACOM COMMUNICATIONS CORP 100 CRYSTAL RUN ROAD (Street) MIDDLETOWN NY 10941 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/01/2005	3. Issuer Name and Ticker or Trading Symbol MEDIACOM COMMUNICATIONS CORP [ MCCC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. V.P., Corporate Controller	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	85,528.6745(1)	D
Class A Common Stock	496.0506	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	02/03/2001(2)	02/03/2010	Class A Common Stock	29,097	19	D
Employee Stock Option (Right to Buy)	02/26/2002(3)	02/26/2011	Class A Common Stock	8,000	17.75	D
Employee Stock Option (Right to Buy)	11/28/2004(4)	11/28/2013	Class A Common Stock	20,000	7.58	D
Employee Stock Option (Right to Buy)	02/25/2005(5)	02/25/2014	Class A Common Stock	10,000	8.02	D
Employee Stock Option (Right to Buy)	02/24/2006(6)	02/24/2011	Class A Common Stock	18,000	5.42	D
Employee Stock Option (Right to Buy)	02/03/2001(2)	02/03/2010	Class A Common Stock	5,000	19	I	By Spouse
Employee Stock Option (Right to Buy)	02/26/2002(3)	02/26/2011	Class A Common Stock	400	17.75	I	By Spouse
Employee Stock Option (Right to Buy)	08/15/2004(7)	08/15/2013	Class A Common Stock	2,000	6.94	I	By Spouse

Explanation of Responses:

1. 80,000 shares are restricted stock units which will vest on February 24, 2009.

2. The option is subject to vesting in five equal annual installments beinning on February 3, 2001.

3. The option is subject to vesting in five equal annual installments beginning on February 26, 2002.

4. The option is subject to vesting in four equal annual installments beginning on November 28, 2004.

5. The option is subject to vesting in four equal annual installments beginning on February 25, 2005.

6. The option is subject to vesting in four equal annual installments beginning on February 24, 2006.

7. The option is subject to vesting in four equal annual installments beginning on August 15, 2004.

	/s/ Brian Walsh	03/10/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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