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): MARCH 9, 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.

     As of March 9,  2005,  Rocco B.  Commisso,  Chairman  and  Chief  Executive
Officer of Mediacom Communications  Corporation (the "Registrant"),  was awarded
for his services to the Registrant in 2004 (i) a bonus in the amount of $400,000
and (ii)  options to purchase  300,000  shares of Class A common stock under the
Registrant's  2003  Incentive  Plan. The options have an exercise price of $6.29
per share,  are subject to vesting in three  equal  installments  commencing  on
March 9, 2006 and expire on March 9, 2011.





                                   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: March 14, 2005


                                          MEDIACOM COMMUNICATIONS CORPORATION



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