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 14, 2006



                       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 March  14,  2006,  the Board of  Directors  of  Mediacom  Communications
Corporation  (the  "Registrant")  approved a payment  and  awarded  options  and
restricted stock units to each non-employee director for serving on the Board of
Directors  during  2005.  Such  non-employee  directors  are Craig S.  Mitchell,
William S. Morris III, Thomas V. Reifenheiser, Natale S. Ricciardi and Robert L.
Winikoff.

   Payments

     The Board of Directors  approved a payment of $25,000 to each  non-employee
director.

     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 2005 and a
payment  of $5,000 to  Natale  S.  Ricciardi  for  serving  as  Chairman  of the
Compensation Committee during 2005.

   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 $5.68 per share,  which was the closing
price of the  Registrant's  Class A common stock on March 14, 2006.  The options
are subject to vesting in two equal  annual  installments  commencing  March 14,
2007 and expire on March 14, 2012.

   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 March 14, 2007.






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 20, 2006


                                      Mediacom Communications Corporation



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