<PAGE>

  As filed with the Securities and Exchange Commission on August 24, 2001
                                                         Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ______________________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ______________________

                       Mediacom Communications Corporation
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                               <C>
                Delaware                                        06-1566067
(State of incorporation or organization)          (I.R.S. Employer Identification Number)
</TABLE>

                              100 Crystal Run Road
                           Middletown, New York 10941
              (Address of registrant's principal executive offices)

                             ______________________

                       Mediacom Communications Corporation
                        2001 Employee Stock Purchase Plan
                              (Full title of plan)

                                Rocco B. Commisso
                      Chairman and Chief Executive Officer
                       Mediacom Communications Corporation
                              100 Crystal Run Road
                           Middletown, New York 10941
                                 (845) 695-2600
            (Name, address and telephone number of agent for service)

                             ______________________


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------

                                                        Proposed Maximum      Proposed Maximum        Amount of
     Title of Securities             Amount to           Offering Price      Aggregate Offering      Registration
       to be Registered            be Registered         Per Share (1)              Price                Fee
------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                  <C>                     <C>
Class A Common Stock,
  $.01 par value per share....  2,000,000 shares (2)        $16.555              $33,110,000          $8,277.50
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h)(1) under the Securities Act of 1933.

(2)  Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
     statement also covers any additional securities that may be offered or
     issued in connection with any stock split, stock dividend or similar
     transaction.

================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Mediacom Communications Corporation (the
"Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference and made a part of this Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000;

     (b)  The Registrant's Definitive Proxy Statement for the 2001 Annual
          Meeting of Stockholders, filed with the Commission on April 30, 2001;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2001;

     (d)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2001;

     (e)  The Registrant's Current Report on Form 8-K, dated January 16, 2001,
          filed with the SEC on January 17, 2001;

     (f)  The Registrant's Current Report on Form 8-K, dated January 18, 2001,
          filed with the SEC on January 22, 2001;

     (g)  The Registrant's Current Report on Form 8-K, dated February 26, 2001,
          filed with the SEC on March 2, 2001;

     (h)  Amendment No. 1 to the Registrant's Current Report on Form 8-K, dated
          February 26, 2001, filed with the SEC on June 6, 2001;

     (i)  The Registrant's Current Report on Form 8-K, dated June 6, 2001, filed
          with the SEC on June 6, 2001;

     (j)  The Registrant's Current Report on Form 8-K, dated June 22, 2001,
          filed with the SEC on June 26, 2001;

     (k)  Amendment No. 1 to the Registrant's Current Report on Form 8-K, dated
          June 22, 2001, filed with the SEC on June 29, 2001;

     (l)  The Registrant's Current Report on Form 8-K, dated July 18, 2001,
          filed with the SEC on August 1, 2001; and

     (m)  The description of the Registrant's Class A Common Stock contained in
          the Registrant's registration statement on Form 8-A, including any
          amendments or reports filed for the purpose of updating that
          description.

     All documents filed by the Registrant with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all of the securities offered then
remaining unsold, shall be deemed to

<PAGE>

be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents (such documents, and the
documents listed above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.


Item 4.   Description of Securities.

     Not applicable.


Item 5.   Interest of Named Experts and Counsel.

     Robert L. Winikoff, a director of the Registrant, is a member of
Sonnenschein Nath & Rosenthal, counsel to the Registrant. Mr. Winikoff
beneficially owns 15,000 shares of Registrant's Class A Common Stock and has
options to purchase 30,000 additional shares.


Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement, actually and reasonably incurred by such person in
connection with any threatened, pending, or completed actions, suits, or
proceedings in which such person is made a party by reason of such person being,
or having been, a director, officer, employee of, or agent to, the Registrant.
The statute provides that it is not exclusive of other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders, or disinterested directors or otherwise.

     The Registrant's by-laws provide for indemnification by the Registrant of
any director or officer (as such term is defined in the by-laws) of the
Registrant who is or was a director of any of its subsidiaries, or, at the
request of the Registrant, is or was serving as a director or officer of, or in
any other capacity for, any other enterprise, to the fullest extent permitted by
law. The by-laws also provide that the Registrant shall advance expenses to a
director or officer, and, if reimbursement of such expenses is demanded in
advance of the final disposition of the matter with respect to which such demand
is being made, upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it is ultimately determined that the director
or officer is not entitled to be indemnified by the Registrant. To the extent
authorized from time to time by the board of directors of the Registrant, the
Registrant may provide to any one or more employees of the Registrant, one or
more officers, employees, and other agents of any subsidiary or one or more
directors, officers, employees, and other agents of any other enterprise, rights
of indemnification and to receive payment or reimbursement of expenses,
including attorneys' fees, that are similar to the rights conferred in the
by-laws of the Registrant on directors and officers of the Registrant or any
subsidiary or other enterprise. The by-laws do not limit the power of the
Registrant or its board of directors to provide other indemnification and
expense reimbursement rights to directors, officers, employees, agents, and
other persons otherwise than pursuant to the by-laws. The Registrant intends to
enter into agreements with certain directors, officers, and employees who are
asked to serve in specified capacities at subsidiaries and other entities.

<PAGE>

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's certificate of incorporation provides for such
limitation of liability.


Item 7.  Exemption From Registration Claimed.

     Not applicable.


Item 8.  Exhibits.

   Exhibit
   Number     Description of Exhibit
   ------     ----------------------

    4(a)      Restated Certificate of Incorporation of Mediacom Communications
                Corporation (1)
    4(b)      Amended and Restated ByLaws of Mediacom Communications
                Corporation (2)
    4(c)      Form of Certificate Evidencing Shares of Class A Common Stock (1)
    4(d)      Mediacom Communications Corporation 2001 Employee Stock Purchase
                Plan
      5       Opinion of Sonnenschein Nath & Rosenthal
    23(a)     Consent of Arthur Andersen LLP
    23(b)     Consent of PricewaterhouseCoopers LLP
    23(c)     Consent of Sonnenschein Nath & Rosenthal (contained in their
                opinion included under Exhibit 5)
     24       Power of Attorney (comprises a portion of the signature page to
                this registration statement)

_________________
(1)  Filed as an exhibit to the Registration Statement on Form S-1 (File No.
     333-90879) of Registrant and incorporated herein by reference.

(2)  Filed as an exhibit to the Quarterly Report on Form 10-Q of Registrant for
     the quarter ended June 30, 2001 and incorporated herein by reference.


Item 9.  Undertakings.

     (a)  The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement. Notwithstanding the foregoing, any

<PAGE>

          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the SEC pursuant to Rule 424(b) (230.424(b) of
          this chapter) if, in the aggregate, the changes in volume and price
          represent no more than a 20% change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective Registration Statement; and

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the SEC by the Registrant pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 that are incorporated by
     reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in city of Middletown, state of New York, on August 24, 2001.

                                      MEDIACOM COMMUNICATIONS CORPORATION


                                      By /s/ Rocco B. Commisso
                                         ----------------------------
                                           Rocco B. Commisso
                                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Rocco B. Commisso and Mark E. Stephan, and each
of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments), to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
        SIGNATURES                           TITLE                                     DATE
<S>                              <C>                                              <C>
/s/ Rocco B. Commisso             Chairman and Chief Executive Officer             August 24, 2001
-----------------------------      (principal executive officer)
Rocco B. Commisso

/s/ Mark E. Stephan               Senior Vice President, Chief Financial           August 24, 2001
-----------------------------      Officer, Treasurer, and Director (principal
Mark E. Stephan                    financial and accounting officer)


/s/ William S. Morris III         Director                                         August 24, 2001
-----------------------------
William S. Morris III



/s/ Craig S. Mitchell             Director                                         August 24, 2001
-----------------------------
Craig S. Mitchell
</TABLE>

<PAGE>

        SIGNATURES                        TITLE                    DATE

/s/ Thomas V. Reifenheiser              Director             August 24, 2001
-----------------------------
Thomas V. Reifenheiser


/s/ Natale S. Ricciardi                 Director             August 24, 2001
-----------------------------
Natale S. Ricciardi


/s/ Robert L. Winikoff                  Director             August 24, 2001
-----------------------------
Robert L. Winikoff

<PAGE>

                                  EXHIBIT INDEX

   Exhibit
   Number            Description of Exhibit
   -------           ----------------------

    4(a)       Restated Certificate of Incorporation of Mediacom Communications
                  Corporation (1)
    4(b)       Amended and Restated ByLaws of Mediacom Communications
                  Corporation (2)
    4(c)       Form of Certificate Evidencing Shares of Class A Common Stock (1)
    4(d)       Mediacom Communications Corporation 2001 Employee Stock Purchase
                  Plan
      5        Opinion of Sonnenschein Nath & Rosenthal
    23(a)      Consent of Arthur Andersen LLP
    23(b)      Consent of PricewaterhouseCoopers LLP
    23(c)      Consent of Sonnenschein Nath & Rosenthal (contained in their
                  opinion included under Exhibit 5)
     24        Power of Attorney (comprises a portion of the signature page to
                  this registration statement)

__________________
(1)   Filed as an exhibit to the Registration Statement on Form S-1 (File No.
      333-90879) of Mediacom Communications Corporation and incorporated
      herein by reference.

(2)   Filed as an exhibit to the Quarterly Report on Form 10-Q of Mediacom
      Communications Corporation for the quarter ended June 30, 2001 and
      incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21098}]
{"company-data": {"conformed-name": "MEDIACOM COMMUNICATIONS CORP", "cik": "0001098659", "assigned-sic": "4841", "irs-number": "061566067", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68306", "film-number": "1722986"}, "business-address": {"street1": "100 CRYSTAL RUN ROAD", "city": "MIDDLETOWN", "state": "NY", "zip": "10941", "phone": "9146952600"}, "mail-address": {"street1": "100 CRYSTAL RUN ROAD", "city": "MIDDELTOWN", "state": "NY", "zip": "10941"}}
As filed with the Securities and Exchange Commission on August 24, 2001
                                                         Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ______________________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ______________________

                       Mediacom Communications Corporation
             (Exact name of registrant as specified in its charter)
Delaware                                        06-1566067
(State of incorporation or organization)          (I.R.S. Employer Identification Number)
100 Crystal Run Road
                           Middletown, New York 10941
              (Address of registrant's principal executive offices)

                             ______________________

                       Mediacom Communications Corporation
                        2001 Employee Stock Purchase Plan
                              (Full title of plan)

                                Rocco B. Commisso
                      Chairman and Chief Executive Officer
                       Mediacom Communications Corporation
                              100 Crystal Run Road
                           Middletown, New York 10941
                                 (845) 695-2600
            (Name, address and telephone number of agent for service)

                             ______________________

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------

                                                        Proposed Maximum      Proposed Maximum        Amount of
     Title of Securities             Amount to           Offering Price      Aggregate Offering      Registration
       to be Registered            be Registered         Per Share (1)              Price                Fee
------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
  $.01 par value per share....  2,000,000 shares (2)        $16.555              $33,110,000          $8,277.50
------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h)(1) under the Securities Act of 1933.

(2)  Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
     statement also covers any additional securities that may be offered or
     issued in connection with any stock split, stock dividend or similar
     transaction.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Mediacom Communications Corporation (the
"Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference and made a part of this Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000;

     (b)  The Registrant's Definitive Proxy Statement for the 2001 Annual
          Meeting of Stockholders, filed with the Commission on April 30, 2001;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2001;

     (d)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2001;

     (e)  The Registrant's Current Report on Form 8-K, dated January 16, 2001,
          filed with the SEC on January 17, 2001;

     (f)  The Registrant's Current Report on Form 8-K, dated January 18, 2001,
          filed with the SEC on January 22, 2001;

     (g)  The Registrant's Current Report on Form 8-K, dated February 26, 2001,
          filed with the SEC on March 2, 2001;

     (h)  Amendment No. 1 to the Registrant's Current Report on Form 8-K, dated
          February 26, 2001, filed with the SEC on June 6, 2001;

     (i)  The Registrant's Current Report on Form 8-K, dated June 6, 2001, filed
          with the SEC on June 6, 2001;

     (j)  The Registrant's Current Report on Form 8-K, dated June 22, 2001,
          filed with the SEC on June 26, 2001;

     (k)  Amendment No. 1 to the Registrant's Current Report on Form 8-K, dated
          June 22, 2001, filed with the SEC on June 29, 2001;

     (l)  The Registrant's Current Report on Form 8-K, dated July 18, 2001,
          filed with the SEC on August 1, 2001; and

     (m)  The description of the Registrant's Class A Common Stock contained in
          the Registrant's registration statement on Form 8-A, including any
          amendments or reports filed for the purpose of updating that
          description.

     All documents filed by the Registrant with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all of the securities offered then
remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents (such documents, and the
documents listed above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest of Named Experts and Counsel.

     Robert L. Winikoff, a director of the Registrant, is a member of
Sonnenschein Nath & Rosenthal, counsel to the Registrant. Mr. Winikoff
beneficially owns 15,000 shares of Registrant's Class A Common Stock and has
options to purchase 30,000 additional shares.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement, actually and reasonably incurred by such person in
connection with any threatened, pending, or completed actions, suits, or
proceedings in which such person is made a party by reason of such person being,
or having been, a director, officer, employee of, or agent to, the Registrant.
The statute provides that it is not exclusive of other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders, or disinterested directors or otherwise.

     The Registrant's by-laws provide for indemnification by the Registrant of
any director or officer (as such term is defined in the by-laws) of the
Registrant who is or was a director of any of its subsidiaries, or, at the
request of the Registrant, is or was serving as a director or officer of, or in
any other capacity for, any other enterprise, to the fullest extent permitted by
law. The by-laws also provide that the Registrant shall advance expenses to a
director or officer, and, if reimbursement of such expenses is demanded in
advance of the final disposition of the matter with respect to which such demand
is being made, upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it is ultimately determined that the director
or officer is not entitled to be indemnified by the Registrant. To the extent
authorized from time to time by the board of directors of the Registrant, the
Registrant may provide to any one or more employees of the Registrant, one or
more officers, employees, and other agents of any subsidiary or one or more
directors, officers, employees, and other agents of any other enterprise, rights
of indemnification and to receive payment or reimbursement of expenses,
including attorneys' fees, that are similar to the rights conferred in the
by-laws of the Registrant on directors and officers of the Registrant or any
subsidiary or other enterprise. The by-laws do not limit the power of the
Registrant or its board of directors to provide other indemnification and
expense reimbursement rights to directors, officers, employees, agents, and
other persons otherwise than pursuant to the by-laws. The Registrant intends to
enter into agreements with certain directors, officers, and employees who are
asked to serve in specified capacities at subsidiaries and other entities.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's certificate of incorporation provides for such
limitation of liability.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

   Exhibit
   Number     Description of Exhibit
   ------     ----------------------

    4(a)      Restated Certificate of Incorporation of Mediacom Communications
                Corporation (1)
    4(b)      Amended and Restated ByLaws of Mediacom Communications
                Corporation (2)
    4(c)      Form of Certificate Evidencing Shares of Class A Common Stock (1)
    4(d)      Mediacom Communications Corporation 2001 Employee Stock Purchase
                Plan
      5       Opinion of Sonnenschein Nath & Rosenthal
    23(a)     Consent of Arthur Andersen LLP
    23(b)     Consent of PricewaterhouseCoopers LLP
    23(c)     Consent of Sonnenschein Nath & Rosenthal (contained in their
                opinion included under Exhibit 5)
     24       Power of Attorney (comprises a portion of the signature page to
                this registration statement)

_________________
(1)  Filed as an exhibit to the Registration Statement on Form S-1 (File No.
     333-90879) of Registrant and incorporated herein by reference.

(2)  Filed as an exhibit to the Quarterly Report on Form 10-Q of Registrant for
     the quarter ended June 30, 2001 and incorporated herein by reference.

Item 9.  Undertakings.

     (a)  The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the SEC pursuant to Rule 424(b) (230.424(b) of
          this chapter) if, in the aggregate, the changes in volume and price
          represent no more than a 20% change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective Registration Statement; and

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the SEC by the Registrant pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 that are incorporated by
     reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in city of Middletown, state of New York, on August 24, 2001.

                                      MEDIACOM COMMUNICATIONS CORPORATION

                                      By /s/ Rocco B. Commisso
                                         ----------------------------
                                           Rocco B. Commisso
                                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Rocco B. Commisso and Mark E. Stephan, and each
of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments), to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES                           TITLE                                     DATE
/s/ Rocco B. Commisso             Chairman and Chief Executive Officer             August 24, 2001
-----------------------------      (principal executive officer)
Rocco B. Commisso

/s/ Mark E. Stephan               Senior Vice President, Chief Financial           August 24, 2001
-----------------------------      Officer, Treasurer, and Director (principal
Mark E. Stephan                    financial and accounting officer)

/s/ William S. Morris III         Director                                         August 24, 2001
-----------------------------
William S. Morris III

/s/ Craig S. Mitchell             Director                                         August 24, 2001
-----------------------------
Craig S. Mitchell
SIGNATURES                        TITLE                    DATE

/s/ Thomas V. Reifenheiser              Director             August 24, 2001
-----------------------------
Thomas V. Reifenheiser

/s/ Natale S. Ricciardi                 Director             August 24, 2001
-----------------------------
Natale S. Ricciardi

/s/ Robert L. Winikoff                  Director             August 24, 2001
-----------------------------
Robert L. Winikoff
EXHIBIT INDEX

   Exhibit
   Number            Description of Exhibit
   -------           ----------------------

    4(a)       Restated Certificate of Incorporation of Mediacom Communications
                  Corporation (1)
    4(b)       Amended and Restated ByLaws of Mediacom Communications
                  Corporation (2)
    4(c)       Form of Certificate Evidencing Shares of Class A Common Stock (1)
    4(d)       Mediacom Communications Corporation 2001 Employee Stock Purchase
                  Plan
      5        Opinion of Sonnenschein Nath & Rosenthal
    23(a)      Consent of Arthur Andersen LLP
    23(b)      Consent of PricewaterhouseCoopers LLP
    23(c)      Consent of Sonnenschein Nath & Rosenthal (contained in their
                  opinion included under Exhibit 5)
     24        Power of Attorney (comprises a portion of the signature page to
                  this registration statement)

__________________
(1)   Filed as an exhibit to the Registration Statement on Form S-1 (File No.
      333-90879) of Mediacom Communications Corporation and incorporated
      herein by reference.

(2)   Filed as an exhibit to the Quarterly Report on Form 10-Q of Mediacom
      Communications Corporation for the quarter ended June 30, 2001 and
      incorporated herein by reference.