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 16, 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 2.04.  TRIGGERING  EVENTS THAT  ACCELERATE  OR INCREASE A DIRECT  FINANCIAL
            OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.

     Mediacom  LLC  and  Mediacom   Capital   Corporation  (the  "Issuers")  are
wholly-owned subsidiaries of Mediacom Communications Corporation.

     At the request of the Issuers,  on March 16, 2005, The Bank of New York, as
trustee,  notified by mail the registered  holders of the Issuers' 8-1/2% Senior
Notes due 2008 (the  "Notes")  that the Issuers had elected to redeem all of the
outstanding  Notes. As of March 16, 2005, the aggregate  principal amount of the
Notes  outstanding  was  $200,000,000.  The Notes  were  issued  pursuant  to an
Indenture,  dated as of April 1, 1998,  between  the Issuers and The Bank of New
York, as successor to the Bank of Montreal Trust Company,  as trustee.  Pursuant
to the  redemption  notice  and the terms of the  Indenture,  the Notes  will be
redeemed  by the  Issuers  on April  15,  2005 at a  redemption  price  equal to
101.417% of the outstanding principal amount of the Notes plus accrued interest.



                                   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 18, 2005


                                         MEDIACOM COMMUNICATIONS CORPORATION



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