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): ~~February~~March 254, 2011

MEDIACOM COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware (State of incorporation)		0-29227 (Commission File No.)		06-1566067 (IRS Employer Identification No.)

100 Crystal Run Road Middletown, New York 10941 (Address of principal executive offices) ~~Registrant’s telephone number: (845) 695-2600~~

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:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 2.02. Results of Operations and Financial Condition.~~Introduction

OnAt ~~February~~a special meeting of stockholders on March 254, 2011, ~~Mediacom~~our stockholders voted to adopt an Agreement and Plan of Merger, dated as of November 12, 2010 (the “Merger Agreement”), by and among Mediacom Communications Corporation, ~~issued~~JMC aCommunications ~~press~~LLC ~~release~~and ~~announcing its~~Rocco ~~preliminary~~B. Commisso, ~~unaudited~~our ~~financial~~founder, Chairman and Chief ~~operating~~Executive ~~highlights~~Officer ~~for~~and the ~~three~~sole ~~months~~member and ~~year~~manager ~~ended~~of JMC Communications LLC. On the same ~~December 31~~date, ~~2010.~~we Afiled ~~copy~~a Certificate of Merger with the ~~press~~Secretary ~~release~~of isState ~~being~~of ~~furnished~~the asState ~~Exhibit 99.1~~of Delaware, pursuant to ~~this~~which ~~report~~ JMC Communications merged with and ~~incorporated~~into ~~herein~~our bycompany, ~~reference.~~with our company continuing as the surviving corporation (the “Merger”).

The ~~press~~description ~~release~~herein ~~contains disclosure~~ of ~~adjusted~~the ~~operating~~Merger ~~income~~Agreement ~~before~~and ~~depreciation~~related ~~and amortization~~transactions ~~(“Adjusted~~does ~~OIBDA”),~~not ~~which~~purport isto ~~not~~be complete aand ~~measure~~is ofsubject, ~~performance~~and ~~calculated~~qualified in ~~accordance with~~its ~~generally~~entirety ~~accepted~~by ~~accounting~~reference, ~~principles~~to ~~(GAAP) in~~ the ~~United~~full ~~States.~~text Aof ~~reconciliation~~the ofMerger ~~Adjusted~~Agreement, ~~OIBDA~~which tois ~~the~~attached ~~most~~as ~~directly~~Exhibit 2.1 ~~comparable~~to ~~financial~~our ~~measure~~Current ~~calculated~~Report ~~and~~on ~~presented~~Form ~~in accordance~~8-K filed with ~~GAAP~~the Securities isand ~~presented~~Exchange Commission on ~~page~~November 18, 22010, ofand ~~the~~which ~~press~~is ~~release.~~incorporated herein by reference.

~~Adjusted~~Item ~~OIBDA~~3.01 isNotice ~~one~~ of ~~the~~Delisting ~~primary~~or ~~measures~~Failure ~~used by management~~ to ~~evaluate~~Satisfy ~~our performance and to forecast future results. We believe Adjusted OIBDA is useful for investors because it enables them to assess our performance in~~ a ~~manner~~Continued ~~similar~~Listing toRule ~~the~~or ~~methods~~Standard; ~~used~~Transfer ~~by management, and provides a measure that can be used to analyze value and compare the companies in the cable industry. A limitation~~ of Adjusted OIBDA, however, is that it excludes depreciation and amortization, which represents the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our businessListing. Management utilizes a separate process to budget, measure and evaluate capital expenditures. In addition, Adjusted OIBDA also has the limitation of not reflecting the effect of our non-cash, share-based compensation charges. We believe that excluding share-based compensation allows investors to better understand our performance without the effects of these obligations that are not expected to be settled in cash. Adjusted OIBDA may not be comparable to similarly titled measures used by other companies, which may have different depreciation and amortization policies, as well as different share-based compensation programs.

~~Adjusted~~On ~~OIBDA~~March 4, ~~should~~2011, ~~not~~at beour ~~regarded~~request asand anin ~~alternative~~connection towith ~~operating~~the ~~income~~consummation orof ~~net~~the ~~income~~Merger, the NASDAQ OMX filed with the Securities and Exchange Commission a Notification of Removal from Listing and/or Registration under Section 12(~~loss~~b) of the Securities Exchange Act of 1934, on Form as25, ~~indicators~~thereby commencing the process of ~~operating~~withdrawing ~~performance~~our ~~nor~~Class A ~~should~~common itstock befrom ~~considered~~listing inon ~~isolation~~The orNASDAQ asGlobal Select aMarket and from registration under Section 12(b) under the Exchange Act. Our Class A common ~~substitute~~stock ~~for~~was ~~financial~~suspended ~~measures~~from ~~prepared~~trading inon ~~accordance~~The ~~with~~NASDAQ ~~GAAP~~Global Select Market as of the open of business on March 7, 2011. We ~~believe~~intend ~~that~~to ~~operating~~file a Form 15 to withdraw our Class A common stock from registration ~~income~~under isSection 12(g) under the ~~most~~Exchange ~~directly~~Act ~~comparable~~and ~~GAAP~~to ~~financial~~suspend ~~measure~~our toreporting ~~Adjusted~~obligations ~~OIBDA.~~under Section 15(d) of the Exchange Act on or about March 14, 2011.


Item 3.03		Material Modification to Rights of Security Holders.

On March 4, 2011, pursuant to the terms of the Merger Agreement, each share of our Class A common stock and Class B common stock (other than shares held by Mr. Commisso and JMC Communications LLC or any of their respective affiliates, shares held in treasury by the Registrant and shares held by stockholders who have perfected their appraisal rights under Delaware law) was converted into the right to receive $8.75 in cash.


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Merger on March 4, 2011, in accordance with the Merger Agreement, Thomas V. Reifenheiser, Natale S. Ricciardi, Scott W. Seaton, Mark E. Stephan and Robert L. Winikoff ceased serving as members of our board of directors. Rocco B. Commisso, our Chairman and Chief Executive Officer, will continue serving as the sole member of our board of directors.


Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the effective time of the Merger, our Certificate of Incorporation as in effect immediately prior to the effective time was amended to be in the form set forth in Exhibit A to the Merger Agreement which, as subsequently amended, became our Second Restated Certificate of Incorporation. A copy of the Second Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Pursuant to the Merger Agreement, at the effective time of the Merger, our Bylaws as in effect immediately prior to the effective time were amended to be in the form set forth in Exhibit B to the Merger Agreement which, as subsequently amended, became our Bylaws. A copy of the Bylaws is filed as Exhibit 3.2 hereto and is incorporated herein by reference.


Item 5.07		Submission of Matters to a Vote of Security Holders.

On March 4, 2011, we held a special meeting of stockholders to consider and vote upon a proposal to adopt the Merger Agreement.

This proposal required a vote of the stockholders of our company that satisfied two criteria.

The proposal required the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of our Class A common stock and Class B common stock, voting together as a single class. The result of this vote was as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
300,826,426	820,181	1,084,616	0

The proposal also required the affirmative vote of the holders of a majority of the outstanding shares of our Class A common stock, exclusive of shares of our Class A common stock held by JMC Communications, Mr. Commisso, any of their respective affiliates, any immediate family member of Mr. Commisso or any of the executive officers or directors of our company and our subsidiaries. The result of this vote was as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
29,720,832	820,181	1,084,616	0

Based on the results of these votes, the proposal to adopt the Merger Agreement was approved.

There was a second proposal to authorize the adjournment of the special meeting to permit further solicitation of proxies if there were insufficient votes at the time of the special meeting to adopt the Merger Agreement. As there were sufficient votes to adopt the Merger Agreement, the votes for this proposal were not necessary.


Item 8.01		Other Events.

We issued a press release on March 4, 2011 announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description	~~Description~~
	99.1		Press release issued by the Registrant on February 25, 2011
3.1		Second Restated Certificate of Incorporation of our company
3.2		Bylaws of our company
99.1		Press release issued by our company on March 4, 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: ~~February~~March 2510, 2011


	Mediacom Communications Corporation
	By:	/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

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