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): APRIL 25, 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 April  25,  2005,  the Board of  Directors  of  Mediacom  Communications
Corporation  (the  "Registrant")  awarded options and restricted  stock units 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.

     STOCK OPTION AWARDS

     Each   non-employee   director  received  options  under  the  Registrant's
Non-Employee  Directors Equity Incentive Plan to purchase 10,000 shares of Class
A common  stock at an exercise  price of $5.85 per share,  which was the closing
price of the  Registrant's  Class A common stock on April 22, 2005.  The options
are subject to vesting in two equal annual installments  commencing on April 25,
2006 and expire on April 25, 2011.

     RESTRICTED STOCK UNIT AWARDS

     Each non-employee  director received 5,000 restricted stock units under the
Registrant's  Non-Employee Directors Equity Incentive Plan. The restricted stock
units will vest in two equal annual installments commencing on April 25, 2006.



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: April 29, 2005


                                        MEDIACOM COMMUNICATIONS CORPORATION



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