As filed with the Securities and Exchange Commission on May 27, 1999

                                                          REGISTRATION NO. 333-o

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                      ------------------------------------

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

                      ------------------------------------

                         CABLEVISION SYSTEMS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                      Delaware                         11-2776686
          (State or Other Jurisdiction of          (I.R.S. Employer
          Incorporation or Organization)          Identification No.)

                               1111 Stewart Avenue
                            Bethpage, New York 11714
                                 (516) 803-2300
                    (Address of Principal Executive Offices)

                      ------------------------------------

                         CABLEVISION SYSTEMS CORPORATION
                            1998 EMPLOYEE STOCK PLAN
                            (Full Title of the Plan)

                      ------------------------------------

                                 Robert S. Lemle
             Executive Vice President, General Counsel and Secretary
                               1111 Stewart Avenue
                            Bethpage, New York 11714
                                 (516) 803-2300
                      (Name, address and telephone number,
                   including area code, of agent for service)


<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                          Proposed              Proposed
                                                                          Maximum               Maximum                Amount of
                                                Amount to be              Offering Price        Aggregate              Registration
Title of Securities to be Registered            Registered (1)(2)         Per Share(3)          Offering Price         Fee
====================================================================================================================================
<S>                                             <C>                       <C>                   <C>                    <C>
Class A Common Stock, par value $0.01           13,000,000 shares         $ 81.74               $ 1,062,620,000        $ 295,408.36
per share
------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  This Registration Statement also registers resales of shares of common stock that are held by "affiliates" of the registrant.
(2)  This Registration Statement also relates to an indeterminate number of additional shares of common stock that may be issued
     pursuant to anti-dilution and adjustment provisions of the above-named plan.
(3)  Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
     as amended.
</FN>
</TABLE>

<PAGE>




                                EXPLANATORY NOTE

         This registration statement contains a "reoffer prospectus" relating to
shares of Class A common stock received in restricted form upon exercise of
options granted pursuant to the Cablevision Systems Corporation 1998 Employee
Stock Plan. In addition to those persons named therein in respect of the number
of shares set forth therein, the names of additional persons who shall reoffer
shares pursuant thereto and the amount of additional shares to be reoffered
shall be set forth in one or more supplements thereto.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         All information required by Part I to be contained in the prospectus is
omitted from this registration statement in accordance with Rule 428 under the
Securities Act of 1933, as amended.







                                       I-2


<PAGE>



PROSPECTUS

                         CABLEVISION SYSTEMS CORPORATION

                              13,000,000 SHARES OF

                              CLASS A COMMON STOCK

                           (PAR VALUE $0.01 PER SHARE)

                           ---------------------------


         This prospectus relates to 13,000,000 shares of Class A common stock of
Cablevision Systems Corporation originally issuable in restricted form to
certain of its employees under the Cablevision Systems Corporation 1998 Employee
Stock Plan.

         The Class A common stock may be offered or sold from time to time in
one or more transactions as described in this prospectus. See "Plan of
Distribution".

         Cablevision Systems Corporation will not receive any of the proceeds
from the sale of shares of Class A common stock by the persons who use this
prospectus to effect resales of their shares, but will pay all costs, expenses
and fees in connection with the registration of the shares of Class A common
stock, which are estimated to be $400,000.

         The Class A common stock is currently traded on the American Stock
Exchange under the symbol "CVC".

                           ---------------------------

INVESTMENT IN THE SHARES INVOLVES SIGNIFICANT RISKS. READ THE SECTION CAPTIONED
"RISK FACTORS" BEGINNING ON PAGE 3 TO LEARN ABOUT CERTAIN FACTORS YOU SHOULD
CONSIDER BEFORE INVESTING IN THE SHARES.

                           ---------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                           ---------------------------

NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY
UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO SELL
OR TO BUY ONLY THE SHARES OFFERED BY THIS PROSPECTUS, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY TO THE DATE BELOW.

                           ---------------------------



                         Prospectus dated May 27, 1999


<PAGE>



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Available Information .....................................................    2

Incorporation of Certain Documents by Reference ...........................    2

Purpose of This Prospectus ................................................    3

Risk Factors ..............................................................    3

Use of Proceeds ...........................................................   11

Selling Stockholders ......................................................   11

Plan of Distribution ......................................................   13

Experts ...................................................................   14

Validity of Class A Common Stock ..........................................   14

Statement of Indemnification ..............................................   14









                                        1


<PAGE>



                              AVAILABLE INFORMATION

         Cablevision Systems Corporation ("Cablevision") files proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). You may obtain copies of this information by mail from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's offices in New York, New York and
Chicago, Illinois, at prescribed rates. Please call the Commission at
1-800-SEC-0330 for further information on the Public Reference Room. You may
also read this information at the offices of the American Stock Exchange, 86
Trinity Place, New York, New York 10006 or from the Commission's website:
http://www.sec.gov.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Commission's rules permit Cablevision to "incorporate by reference"
information into this prospectus filed with the Commission. This means
Cablevision can disclose important information to you by referring you to
another document. Any information referred to in this way is considered part of
this prospectus, and any reports filed with the Commission after the date of
this prospectus and before the date of offering of the shares is terminated will
automatically be deemed to update and supersede any information contained in
this prospectus or incorporated in this prospectus by reference.

         Cablevision hereby incorporates by reference into this prospectus the
following documents or information filed with the Commission:

         (a) Cablevision's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as amended by Cablevision's Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1998 (together, the "Form 10-K");

         (b) Cablevision's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;

         (c) the description of the Class A common stock contained in
Cablevision's Registration Statement on Form S-4 (No. 333-44547), including any
amendment or report filed for the purpose of updating such description; and

         (d) all documents filed by Cablevision pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") on or after the date of this prospectus and prior to the
termination of the offering made hereby.

         Cablevision will provide without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the information incorporated
herein by reference or in the registration statement to

                                        2


<PAGE>



which this prospectus relates other than exhibits to such information (unless
such exhibits are specifically incorporated by reference into such information).
Requests should be made to Cablevision's principal executive offices at
Secretary, Cablevision Systems Corporation, 1111 Stewart Avenue, Bethpage, New
York 11714 or by phone to (516) 803-2300 or at our website: www.cablevision.com.


                           PURPOSE OF THIS PROSPECTUS

         This prospectus relates to resales of, or offers to sell, if any, the
Class A common stock, par value $0.01 per share (the "Shares"), of Cablevision
received in restricted form or upon exercise of options granted under the
Cablevision Systems Corporation 1998 Employee Stock Plan (the "Plan"). The
persons reselling or offering to sell the Shares are directors or employees of
Cablevision who are deemed "affiliates" of Cablevision as the term "affiliate"
is used in Rule 405 under the Securities Act of 1933, as amended (the "Selling
Stockholders").


                                  RISK FACTORS

         Purchase of the Shares offered by this prospectus involves various
risks, including the following principal factors, which together with the other
matters set forth in this prospectus or incorporated by reference herein, should
be carefully considered by prospective investors. "We," "us" and "our" in this
section refer to Cablevision.


    WE HAVE SUBSTANTIAL INDEBTEDNESS, AND WE ARE HIGHLY LEVERAGED AS A RESULT

         We have incurred, and we will continue to incur in the future,
substantial amounts of indebtedness to finance operations, expand cable
operations and acquire other cable television systems, programming networks,
sources of programming and other businesses. We also have incurred, and we will
continue to incur, indebtedness in order to offer new services such as high
speed Internet access, digital video service and residential telephone service
to present and potential customers. In addition, we have borrowed and we will
continue to borrow money from time to time to refinance existing indebtedness
and redeem our mandatorily redeemable preferred stock. At March 31, 1999, our
consolidated debt plus the amount of our two series of mandatorily redeemable
preferred stock issued by our subsidiary, CSC Holdings, Inc. ("Holdings"),
totalled $6.8 billion. We urge you to read carefully our consolidated financial
statements contained in our Form 10-K and our March 31, 1999 Form 10-Q, which
provide more detailed information about our indebtedness and Holdings'
mandatorily redeemable preferred stock.

         Because of our substantial indebtedness and Holdings' mandatorily
redeemable preferred stock, we are highly leveraged. This means that interest on
and required repayments of our borrowings and dividends on and required
redemption amounts with respect to Holdings' mandatorily redeemable

                                        3


<PAGE>



preferred stock are significant in relation to our revenues and cash flow. This
leverage exposes us to significant risk in the event of downturns in our
businesses, in our industries or in the economy generally, because although our
cash flows would decrease in such a scenario, our required payments in respect
of indebtedness and preferred stock will not.


   OUR FINANCIAL STATEMENTS REFLECT NET LOSSES AND A STOCKHOLDERS' DEFICIENCY

         We have reported recent net losses as follows:

For the Three Months Ended:
March 31, 1999 .................................................. $238.6 million

For the Year Ended:
December 31, 1998 ............................................... $448.5 million
December 31, 1997 ............................................... $ 12.1 million
December 31, 1996 ............................................... $459.9 million

Net losses are calculated by subtracting from gross revenues (1) operating
expenses, including depreciation and amortization, (2) interest expense, (3)
preferred stock dividends of Holdings, (4) other income and expenses and (5) net
profit or loss from affiliate operations. The net losses described above
primarily reflect our high interest expense, preferred stock dividends of
Holdings and depreciation and amortization charges, which are expected to
continue. As a cumulative result of these net losses, at March 31, 1999, we had
a stockholders' deficiency of $2.8 billion. We urge you to read carefully our
consolidated financial statements contained in our Form 10-K and our March 31,
1999 Form 10-Q, which provide more detailed information about these net losses.

         We expect our net losses to continue and to remain substantial for the
foreseeable future because:

          o    interest expense, preferred stock dividends of Holdings and
               depreciation and amortization charges relating to our existing
               indebtedness and preferred stock and completed acquisitions and
               capital expenditures will remain high for the foreseeable future,

          o    we expect that future indebtedness incurred to fund pending and
               future acquisitions and the development of our existing and new
               businesses, including, but not limited to, capital expenditures
               and additional investments in our cable television plant and
               programming operations, will result in significant additional
               charges against earnings, and

          o    we expect expenses and depreciation relating to each new service
               we offer to be particularly high in relation to the amount of
               revenues such new service will

                                        4


<PAGE>



               generate in its first years of operations, resulting in
               significant net losses each time we begin offering a new service
               or supporting a new business we acquire.

         WE WILL NEED SIGNIFICANT ADDITIONAL BORROWINGS, AND WE HAVE COMMITTED
TO SIGNIFICANT FUTURE CAPITAL EXPENDITURES AND OTHER CAPITAL COMMITMENTS

         Our business is very capital-intensive. Operating, maintaining and
upgrading our cable television plant require significant amounts of cash
payments to third parties. In addition, we have incurred significant expenses to
start up and operate new businesses, such as high speed Internet access, digital
video service and residential telephone service. We expect such expenses to
continue or grow as we continue to introduce these and possibly other new
services, such as personal communications services and direct broadcast
satellite ventures, to our cable television customers. We also incur significant
start-up costs in funding new cable programming services before they have
positive cash flow, typically during their start-up and development. Our
acquisition and development of related businesses, such as electronics retailing
and movie theaters, also result in significant expenditures. Finally, we pay a
significant amount of interest in respect of our outstanding indebtedness, and
significant amounts of cash will be required to repay our existing indebtedness
and redeem our mandatorily redeemable preferred stock.

         We will not be able to generate sufficient cash internally to finance
these projects and to repay our indebtedness at maturity and redeem our
mandatorily redeemable preferred stock at the mandatory redemption date. Since
we will be unable to generate sufficient cash internally for these purposes, we
will be required to either raise additional capital, through debt or equity
issuances or both, or we will be required to cancel or scale back current and
future spending programs or we will be required to sell assets. You should not
assume that we will be able to raise any required additional capital, nor should
you assume that we will be able to compete effectively if we are unable to
pursue our current and future spending programs.

         Some of our subsidiaries have substantial future capital commitments in
the form of long-term contracts that require substantial payments over an
extended period of time. For example, rights agreements with sports teams
pursuant to which we carry games on our programming networks almost always
involve multi-year contracts that are difficult and expensive to terminate. The
acquisition and development activities of some of our subsidiaries, such as the
acquisition of entertainment businesses and the acquisition and development of
entertainment facilities, will result in significant expenditures.

         Accordingly, if we are forced to cancel or scale back current and
future spending programs as described above, our choice of which spending
programs to cancel or scale back may be limited.

                                        5


<PAGE>



         A SIGNIFICANT AMOUNT OF OUR BOOK VALUE CONSISTS OF INTANGIBLE ASSETS

         At March 31, 1999, we reported $7.0 billion of consolidated total
assets, of which $3.1 billion were intangible. Intangible assets include assets
such as franchises from city and county governments to operate cable television
systems, affiliation agreements, amounts representing the cost of certain
acquired assets in excess of their fair value and certain deferred costs
associated with past financings, acquisitions and other transactions. You should
not assume that we would receive any cash from the voluntary or involuntary sale
of these intangible assets. We urge you to read carefully our consolidated
financial statements contained in our Form 10-K and our March 31, 1999 Form
10-Q, which provide more detailed information about these intangible assets.

         WE MAY NOT BE ABLE TO COMPLETE OUR PENDING TRANSACTIONS

         We have announced and may continue to announce a number of
transactions, some of which are or may be significant to our business. Because
of the conditions required to be fulfilled before we can complete these
transactions, we cannot assure you that any of our announced transactions will
be completed on the terms or schedule we announce, or that any of them will be
completed at all. Our pending transactions are generally disclosed in our Form
10-K and our March 31, 1999 Form 10-Q. We urge you to read carefully the
description of pending transactions contained therein, particularly the
conditions required to be fulfilled in order to complete such transactions.

         WE ARE CONTROLLED BY THE DOLAN FAMILY

         Cablevision has two classes of common stock:

          o    Class B common stock, which is generally entitled to ten votes
               per share and is entitled collectively to elect 75% of the
               Cablevision board of directors, and

          o    Class A common stock, which is entitled to one vote per share and
               is entitled collectively to elect the remaining 25% of the
               Cablevision board of directors.

As of April 30, 1999, Charles F. Dolan beneficially owned and possessed sole
voting power with respect to 943,364 shares or 0.9% of Cablevision's outstanding
Class A common stock and 18,906,469 shares or 43.8% of Cablevision's outstanding
Class B common stock. In addition, an aggregate of 4,230,655 shares or 9.8% of
the outstanding Class B common stock were held by a grantor retained annuity
trust (the "GRA Trust") established by Mr. Dolan for estate planning purposes.
Mr. Dolan may be deemed to have beneficial ownership of the shares of Class B
common stock held by the GRA Trust due to his right to reacquire the Class B
common stock held by the GRA Trust by substituting other property of equivalent
value, but, until such event, the GRA Trust, through its co-trustees (who are
Mr. Dolan and his spouse), has the power to vote

                                        6


<PAGE>



and dispose of the shares of Class B common stock held by it. As a result of his
direct holdings and his beneficial ownership of the shares held by the GRA
Trust, Mr. Dolan beneficially owned 943,364 shares or 0.9% of Cablevision's
outstanding Class A common stock and 23,137,124 shares or 53.7% of Cablevision's
outstanding Class B common stock. On a combined basis, these shares represented
15.8% of the total number of shares of both classes of common stock and 43.0% of
the total voting power of the common stock. Other trusts established by Mr.
Dolan for the benefit of certain Dolan family members, and as to which Mr. Dolan
disclaims beneficial ownership, owned an additional 3,583,200 shares of Class A
common stock or 3.3% of the Class A common stock and 19,987,712 shares of the
Class B common stock or 46.4% of the Class B common stock and 37.7% of the total
voting power of all classes of the common stock.

         As a result of Dolan's stock ownership and the stock ownership of his
family members, Dolan family members have the power to elect all the directors
of Cablevision subject to election by holders of the Class B common stock. Dolan
family members may control stockholder decisions on matters in which holders of
the Cablevision common stock vote together as a class. These matters include the
amendment of certain provisions of Cablevision's certificate of incorporation
and the approval of fundamental corporate transactions, including mergers. In
addition, because the affirmative vote or consent of the holders of at least
662/3% of the outstanding shares of the Class B common stock, voting separately
as a class, is required to approve (1) the authorization or issuance of any
additional shares of Class B common stock and (2) any amendment, alteration or
repeal of any of the provisions of Cablevision's certificate of incorporation
that adversely affects the powers, preferences or rights of the Class B common
stock, Dolan family members also have the power to prevent such issuance or
amendment. The voting rights of the Class B common stock beneficially owned by
the Dolan family members will not be modified as a result of any transfer of
legal or beneficial ownership thereof.

         The Dolan family will therefore be able to prevent or cause a change of
control of Cablevision.

         SIGNIFICANT RESTRICTIVE COVENANTS IN OUR FINANCING AGREEMENTS LIMIT OUR
FLEXIBILITY

         Our credit agreement and certain of our debt instruments contain
various financial and operating covenants which, among other things, require the
maintenance of certain financial ratios and restrict the relevant borrower's
ability to incur debt from other sources and to use funds for various purposes,
including investments in certain subsidiaries. Violation of these covenants
could result in a default which would permit the parties who have lent money
under our credit agreement and such other debt instruments to:

          o    restrict our ability to borrow undrawn funds under our credit
               agreement and

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<PAGE>



          o    require the immediate repayment of the borrowings under our
               credit agreement and such other debt instruments.

         REGULATORY RISKS ARE INHERENT AND SUBSTANTIAL IN OUR BUSINESSES

         GENERAL. The FCC and state and local governments extensively regulate
the rates we may charge our customers for video services. They also regulate us
in other ways that affect the daily conduct of our video delivery and video
programming business, as well as our telephone business and possibly in the
future, our high speed Internet access business. Any action by the FCC, the
states of New York, New Jersey, Connecticut, Massachusetts or Ohio or concerted
action by local regulators, the likelihood or extent of which we cannot predict,
could have a material financial effect on us. For example, in 1992, Congress
enacted the Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act"), which represented a significant change in the regulatory
framework under which cable television systems operate. In 1993 and 1994, the
FCC ordered reductions in cable television rates based on the 1992 Cable Act. In
1995, a Federal appeals court upheld the material aspects of the FCC's rate
regulation scheme. Congress subsequently enacted the Telecommunications Act of
1996, which relaxes the regulation of higher tier cable television rates. This
higher tier rate regulation relaxation went into effect on March 31, 1999. The
regulation by local governments of basic cable rates will continue in most
communities in which we operate.

         RECENT FCC AND CONGRESSIONAL ISSUES MAY AFFECT OUR BUSINESSES. The FCC
has established a national limit of 30% on the number of households that any
cable company can serve. This 30% national limit, because of court proceedings,
has never been implemented, and the FCC is considering revising this limit, as
well as changing the definition of what type and degree of ownership should be
considered in determining whether a cable company has exceeded whatever limit
the FCC sets. The outcome of these proceedings could affect us because of AT&T's
investment in Cablevision through its recent acquisition of Tele-Communications,
Inc. ("TCI"). This issue recently has been given greater visibility at the FCC
and in Congress as a result of AT&T's proposed acquisition of MediaOne Group.

         Some parties, including America Online and certain local telephone
companies, have proposed statutory and regulatory requirements that would force
cable systems to provide carriage to third-party Internet access providers. The
FCC thus far has rejected these requests, but legislation has been introduced
that would effectively require that such access be provided. We cannot predict
at this time whether or to what extent such legislation might be successful or
whether the FCC might reevaluate its initial conclusion not to impose such
regulation.

                                        8


<PAGE>



         OUR CURRENT FRANCHISES ARE GENERALLY NON-EXCLUSIVE, AND OUR FRANCHISORS
NEED NOT RENEW OUR FRANCHISES. Our cable television systems are operated
primarily under non-exclusive franchise agreements with local government
franchising authorities, in some cases with the approval of state cable
television authorities. Consequently, our business is dependent on our ability
to obtain and renew our franchises. Although we have never lost a franchise as a
result of a failure to obtain a renewal, our franchises are subject to
non-renewal or termination under certain circumstances. In certain cases,
franchises have not been renewed at expiration, and we operate under either
temporary operating agreements or without a license while negotiating renewal
terms with the franchising authorities. In the case of one of our franchises in
Ohio with 11,000 subscribers as of March 31, 1999, we are operating without a
license while we appeal the denial of the franchise renewal in federal court in
accordance with the provisions of the Cable Communications Policy Act of 1984.

         WE ARE EXPOSED TO A SIGNIFICANT AND CREDIBLE RISK OF COMPETITION

         GENERAL. Cable operators compete with a variety of television
programming distribution systems, including broadcast television stations,
direct broadcasting satellite systems, multichannel multipoint distribution
services, satellite master antenna systems and private home dish earth stations.
For example, four direct broadcasting satellite systems are now operational in
the United States. Companies with substantial resources such as Hughes
Electronics Corp. have invested in some of these systems. Cable systems also
compete with the entities that make videotaped movies and programs available for
home rental. The Telecommunications Act of 1996 gives telephone companies and
other video providers the option of providing video programming to subscribers
through "open video systems", a wired video delivery system similar to a cable
television system that may not require a local cable franchise. RCN, an open
video system operator that teams with electric utilities, is currently operating
systems in Boston and parts of New York City that compete with us. Additional
video competition to cable systems is possible from new wireless local
multipoint distribution services authorized by the FCC, for which spectrum was
recently auctioned by the FCC.

         The 1992 Cable Act prohibits a cable programer that is owned by or
affiliated with a cable operator, such as our subsidiary Rainbow Media Holdings,
Inc., from (1) unreasonably discriminating among or between cable operators and
other multichannel video distribution systems with respect to the price, terms
and conditions of sale or distribution of the programmer's service and (2)
unreasonably refusing to sell service to any multichannel video programming
distributor.

         COMPETITION FROM TELEPHONE COMPANIES. The Cable Communications Policy
Act of 1984 barred co-ownership of telephone companies and cable television
systems operating in the same service areas. The Telecommunications Act of 1996
repealed this restriction and permits a telephone company to provide video
programming directly to subscribers in its telephone service territory, subject
to certain regulatory requirements, but generally prohibits a telephone company

                                        9


<PAGE>



from acquiring an in-region cable operator, except in certain small markets
under certain circumstances. Telephone companies, such as Ameritech Corp. in
Ohio and Southern New England Telephone Co. in Connecticut, have obtained or
applied for local franchises to construct and operate cable television systems
in several communities in which we currently hold cable franchises, and in
certain locations have commenced offering service in competition with us.

         OUR SYSTEMS AND THE SYSTEMS OF THIRD PARTIES ON WHOM WE RELY MAY NOT
ACHIEVE YEAR 2000 READINESS

         Y2K readiness refers to the ability of certain computerized systems and
technologies to recognize and/or correctly process dates beyond December 31,
1999 and leap year calculations. As a result of Y2K readiness issues, the
potential exists for computer system failure or miscalculations by computer
programs, which could disrupt our operations. Our plan to identify and address
Y2K issues is described in our Form 10-K and our March 31, 1999 Form 10-Q.

         Many of the information technology, or "IT", and non-IT systems that
are necessary for the continued operation of our businesses are dependent upon
components that may not be Y2K compliant. While our Y2K compliance program is
designed to identify and remediate these systems in order to avoid interruption
of our operations, there can be no assurance that we will be able to identify
all noncompliant systems or successfully remediate all those that are
identified. Failure of IT or non-IT systems that are necessary for the operation
of our businesses, including, without limitation, our billing systems,
addressable controller and converter systems, purchasing, finance and inventory
systems, marketing databases and point of sale systems, could have a material
adverse effect on us.

         We are dependent upon third-party products and services, such as
utility services and programming uplinks, for the operation of our businesses.
While as part of the inventory and assessment phase of our Y2K program, we have
contacted third-party product and service providers to ascertain whether Y2K
compliance issues may exist, we have in many cases not received assurances from
such suppliers. Moreover, in most cases we do not have the ability to verify any
assurances we do receive from third-party suppliers. If critical IT or non-IT
systems used by such third-party suppliers fail as a result of a Y2K compliance
issue, and as a result of such failure the ability of such supplier to continue
to provide such product or service to us is interrupted, our ability to continue
to provide services to our customers may be interrupted. Such an interruption
could have a material adverse effect on us. We intend to implement contingency
plans to address those risks, although no such plans have yet been identified,
and there can be no assurance that any such plan would resolve such problems in
a satisfactory manner. In addition to the risks associated with the failure of
IT systems due to Y2K problems, the failure of non-IT systems would pose
significant risks to us. For example, we and our subsidiaries operate facilities
for both employees and the public. Failure of non-IT systems at such facilities
could result in health and safety risks that could lead to the closure or
unavailability of such facilities. This could result in lost revenues to us and
the risk of actions against us if the businesses of

                                       10


<PAGE>



others are disrupted. Also, the failure of such non-IT systems could result in
injury to individuals which could expose us to actions by or on behalf of such
individuals.

         WE HAVE NOT PAID DIVIDENDS, AND WE DO NOT INTEND TO PAY DIVIDENDS

         Cablevision has never declared or paid dividends on any of its common
stock and has no intention to pay cash dividends on such stock in the
foreseeable future. In addition, certain debt instruments to which we are a
party contain covenants which effectively prohibit the payment of such
dividends.

         WE HAVE GRANTED REGISTRATION RIGHTS COVERING A PORTION OF OUR SHARES

         On May 17, 1999, 109,089,532 shares of Class A common stock were
outstanding. Cablevision has granted to each of Mr. Dolan, certain Dolan family
interests, the Dolan Family Foundation, John Tatta, a director of Cablevision,
and certain Tatta family interests registration rights with respect to 2,647,405
shares of Class A common stock held by them on such date, as well as with
respect to 43,126,836 shares of Class A common stock issuable upon conversion of
shares of Class B common stock. The direct or indirect subsidiaries of
Tele-Communications, Inc. holding Class A common stock have certain registration
rights with respect to such shares of Class A common stock. Sales of a
substantial number of shares of Class A common stock or Class B common stock
could adversely affect the market price of the Class A common stock and could
impair Cablevision's future ability to raise capital through an offering of its
equity securities.


                                 USE OF PROCEEDS

         The Shares may be sold hereunder from time to time by the Selling
Stockholders. Cablevision will not receive any of the proceeds from such sales.


                              SELLING STOCKHOLDERS

         Selling Stockholders may use this prospectus to effect resales of the
Shares. Each Selling Stockholder listed in the table below may offer up to the
amount of Shares set forth opposite such individual's name under the column
captioned "Shares of Class A Common Stock to be Offered Hereby" or such
additional amount as shall be set forth in a supplement or supplements to this
prospectus. The Shares may also be offered from time to time by such other
employees of Cablevision as may be named in a supplement or supplements to this
prospectus. The following table sets forth (i) the relationship which each such
individual Selling Stockholder has had with Cablevision during the past three
years, (ii) the number of Shares which each such individual

                                       11


<PAGE>



owns or for which such individual holds options pursuant to the Plan and which
may be offered hereby, (iii) the number of shares of Shares owned by such
individual and (iv) the number of options to purchase Shares which such
individual holds other than pursuant to the Plan.

         No estimate can be given as to the amount of Shares that will be held
by the Selling Stockholders after completion of this offering because (i) each
Selling Stockholder may offer some or all of the Shares pursuant to the
offerings contemplated by this prospectus, (ii) the offerings of the Shares are
not necessarily being made on a firm commitment basis and (iii) each Selling
Stockholder could purchase additional Shares from time to time. See "Plan of
Distribution".

<TABLE>
<CAPTION>
                                                         SHARES OF
                                                          CLASS A         SHARES OF
                                                        COMMON STOCK       CLASS A
                                                       TO BE OFFERED    COMMON STOCK
       NAME                      POSITION                  HEREBY*     CURRENTLY OWNED**
--------------------    --------------------------     -------------   ----------------

<S>                     <C>                                 <C>               <C>
Margaret Albergo        Executive Vice President,            15,000            10,470
                        Planning and Operations

Marc A.  Lustgarten     Vice Chairman and                   261,000           280,052
                          Director

Andrew B. Rosengard     Executive Vice President,            20,000            14,667
                          Finance and Controller

James L. Dolan          President, Chief Executive           80,000           103,666
                          Officer and Director

Patrick F.  Dolan       Director                             17,000           134,416
</TABLE>




----------

     *    Certain of the employee stock options are not yet exercisable.

     **   Including shares under options to purchase Class A common stock.


                                       12


<PAGE>



                              PLAN OF DISTRIBUTION

         Any of or all of the Shares may be sold from time to time to purchasers
directly by the Selling Stockholders. Alternatively, the Selling Stockholders
may from time to time offer the Shares through underwriters, dealers or agents
who may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of Shares for
whom they may act. The Selling Stockholders and any such underwriters, dealers
or agents that participate in the distribution of Shares may be deemed to be
underwriters under the Securities Act of 1933, as amended (the "Securities
Act"). Any profit on the sale of the Shares by them and any discounts,
commissions or concessions received by them may be deemed to be underwriting
discounts and commissions under the Securities Act. To the extent required, at
the time a particular offer of Shares is made a supplement to this prospectus
will be distributed which will set forth the number of Shares being offered and
the terms of the offering. These terms will include the name or names of any
underwriters, dealers or agents, any discounts, commissions and other items
constituting compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or reallowed or paid to dealers, including
the proposed selling price to the public.

         The Shares may be sold from time to time in one or more transactions at
a fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices.

         Cablevision is paying certain expenses (not including commissions of
dealers or agents) incident to the offering and sale of the Shares to the
public, which are estimated to be approximately $400,000. If and when
Cablevision is required to update this prospectus, it may incur additional
expenses in excess of the amount estimated above.

         In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Shares may not be sold unless
the Shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is met.

         Pursuant to the Plan, Cablevision agreed to use its best efforts to
keep the registration statement of which this prospectus forms a part
continuously effective for a period of at least two years from the date the
Shares were issued by Cablevision. Cablevision has also agreed to indemnify the
Selling Stockholders against certain liabilities, including liabilities under
the Securities Act. See "Statement of Indemnification".

                                       13


<PAGE>



                                     EXPERTS

         The consolidated financial statements and schedule of Cablevision and
its subsidiaries as of December 31, 1998 and 1997 and for each of the years in
the three-year period ended December 31, 1998 are incorporated in this
prospectus and registration statement by reference in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.


                        VALIDITY OF CLASS A COMMON STOCK

         The validity of the Shares offered hereunder has been passed upon for
Cablevision by Robert S. Lemle, Esq., Executive Vice President, General Counsel
and Secretary of Cablevision. As of the date of this prospectus, Mr. Lemle owned
78,870 shares of Class A common stock and held options to purchase an additional
331,100 shares of Class A common stock, none of which options was granted under
the Plan.


                          STATEMENT OF INDEMNIFICATION

         Under provisions of the Certificate of Incorporation of Cablevision,
each person who is or was a director or officer of Cablevision shall be
indemnified by Cablevision to the fullest extent permitted by Section 145 of the
General Corporation Law of Delaware. Section 145 provides that a corporation
shall have the power to indemnify an agent, officer or director who was or is
threatened to be made a party to any proceedings, against certain expenses,
judgments, fines, settlements and other accounts under certain circumstances.
The By-laws of Cablevision provide that the Board of Directors may advance
expenses incurred by an officer or director in defending certain proceedings
upon receipt of an undertaking to repay such amount under certain circumstances.
At the annual meeting held on September 23, 1987, the stockholders of
Cablevision authorized and approved a form of Indemnification Agreement.
Cablevision has entered into such Indemnification Agreement with approximately
15 officers and directors of Cablevision. Such Indemnification Agreement
provides that Cablevision will, subject to certain exceptions, indemnify each
such person in respect of losses or expenses incurred as a result of threatened,
pending or completed actions or proceedings involving such person and relating
to such person's service as an officer or director of Cablevision, including
losses and expenses in respect of actions or proceedings brought under the
Securities Act.

                                       14


<PAGE>



         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for directors, officers or persons controlling Cablevision
pursuant to the foregoing provisions, Cablevision has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.





                                       15


<PAGE>



                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Cablevision Systems Corporation ("Cablevision") hereby incorporates by
reference into this registration statement the following documents or
information filed with the Securities and Exchange Commission (the
"Commission"):

          o    Cablevision's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998, as amended by Cablevision's Annual
               Report on Form 10K/A for the fiscal year ended December 31, 1998;

          o    Cablevision's Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1999; and

          o    The description of Cablevision's Class A Common Stock, par value
               $0.01 per share, contained in Cablevision's Registration
               Statement on Form S-4 (No. 333-44547), including any amendment or
               report filed for the purpose of updating such description.

         All documents subsequently filed by Cablevision pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all shares of common stock offered have been sold or which
deregisters all then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein 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 document which
also is incorporated or deemed to be incorporated by reference herein 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.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


                                       I-3


<PAGE>




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 in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. 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 first paragraph of Article Ninth of CABLEVISION's Certificate of
Incorporation provides:

          The corporation shall, to the fullest extent permitted by Section 145
     of the General Corporation Law of the State of Delaware, as the same may be
     amended and supplemented, or by any successor thereto, indemnify any and
     all persons whom it shall have power to indemnify under said section from
     and against any and all of the expenses, liabilities or other matters
     referred to in or covered by said section. Such right to indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of the heirs, executors
     and administrators of such a person. The indemnification provided for
     herein shall not be deemed exclusive of any other rights to which those
     seeking indemnification may be entitled under any By-Law, agreement, vote
     of stockholders or disinterested directors or otherwise.

         Article VIII of the By-Laws of Cablevision provides:

          A. The corporation shall indemnify each person who was or is made a
     party or is threatened to be made a party to or is involved in any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (hereinafter a "proceeding"), by
     reason of the fact that he or she, or a person of whom he or she is the
     legal representative, is or was a director or officer of the corporation or
     is or was serving at the request of the corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is

                                       I-4


<PAGE>



     alleged action in an official capacity as a director, officer, employee or
     agent or alleged action in any other capacity while serving as a director,
     officer, employee or agent, to the maximum extent authorized by the
     Delaware General Corporation Law, as the same exists or may hereafter be
     amended (but, in the case of any such amendment, only to the extent that
     such amendment permits the corporation to provide broader indemnification
     rights than said law permitted the corporation to provide prior to such
     amendment), against all expense, liability and loss (including attorney's
     fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
     to be paid in settlement) reasonably incurred by such person in connection
     with such proceeding. Such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators. The right
     to indemnification conferred in this Article shall be a contract right and
     shall include the right to be paid by the corporation the expenses incurred
     in defending any such proceeding in advance of its final disposition;
     provided that, if the Delaware General Corporation Law so requires, the
     payment of such expenses incurred by a director or officer in advance of
     the final disposition of a proceeding shall be made only upon receipt by
     the corporation of an undertaking by or on behalf of such person to repay
     all amounts so advanced if it shall ultimately be determined that such
     person is not entitled to be indemnified by the corporation as authorized
     in this Article or otherwise.

          B. The right to indemnification and advancement of expenses conferred
     on any person by this Article shall not limit the corporation from
     providing any other indemnification permitted by law nor shall it be deemed
     exclusive of any other right which any such person may have or hereafter
     acquire under any statute, provision of the Certificate of Incorporation,
     by-law, agreement, vote of stockholders or disinterested directors or
     otherwise.

          C. The corporation may purchase and maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the corporation or another corporation, partnership, joint venture, or
     other enterprise against any expense, liability or loss, whether or not the
     corporation would have the power to indemnify such person against such
     expense, liability or loss under the Delaware General Corporation Law.

         Cablevision has entered into indemnification agreements with certain of
its officers and directors indemnifying such officers and directors from and
against certain expenses, liabilities or other matters referred to in or covered
by Section 145 of the Delaware General Corporation Law. Cablevision maintains
directors' and officers' liability insurance.

         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

                                       I-5


<PAGE>



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 second paragraph of Article Ninth of Cablevision's Certificate of
Incorporation provides for such limitation of liability.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

4.1      Certificate of Incorporation (incorporated by reference to Exhibit 3.1
         to the Registration Statement on Form S-4 (No. 333-44547) (the "Form
         S-4")).

4.2      By-laws (incorporated by reference to Exhibit 3.20 to the S-4).

4.3      Cablevision Systems Corporation 1998 Employee Stock Plan.

5.       Opinion of Robert S. Lemle as to the validity of the Class A Common
         Stock.

23.1.    Consent of KPMG LLP.

23.2.    Consent of Robert Lemle (included in Exhibit 5).

24.      Power of Attorney (included in signature page).


ITEM 9.  REQUIRED UNDERTAKINGS

         The undersigned 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.

                                       I-6


<PAGE>



          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 Commission pursuant
          to Rule 424(b) if, in the aggregate the changes in volume and price
          represent no more than 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective registration statement;

               (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 (1)(i) and (1)(ii) 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 Commission 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; and

          (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.

         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 that is incorporated by reference in the
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.

         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 Securities and Exchange
Commission 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

                                       I-7


<PAGE>



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

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 the Town of Oyster Bay and the State of New York, on this 27th
day of May, 1999.

                                                 CABLEVISION SYSTEMS CORPORATION



                                                 By: /s/ William J. Bell
                                                    ----------------------------
                                                    Name:  William J. Bell
                                                    Title: Vice Chairman and
                                                           Director


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William J. Bell and Robert S. Lemle, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him 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, and file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, 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 said attorneys-in-fact and agents or any of
them may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on May 27, 1999.

                                       I-8


<PAGE>


      SIGNATURE                                TITLE
      ---------                                -----


/s/ James L. Dolan           President, Chief Executive Officer and Director
---------------------        (Principal Executive Officer)
   James L. Dolan


/s/ William J. Bell          Vice Chairman and Director (Principal Financial
---------------------        Officer)
   William J. Bell


/s/ Andrew B. Rosengard      Executive Vice President, Finance and Controller
---------------------        (Principal Accounting Officer)
 Andrew B. Rosengard


                             Chairman of the Board of Director
---------------------
   Charles F. Dolan


/s/ Marc A. Lustgarten       Vice Chairman and Director
---------------------
 Marc A. Lustgarten


/s/ Robert S. Lemle          Executive Vice President, General Counsel,
---------------------        Secretary and Director
   Robert S. Lemle


/s/ Sheila A. Mahony         Executive Vice President, Communications,
---------------------        Government and Public Affairs
   Sheila A. Mahony


/s/ Thomas C. Dolan          Senior Vice President, Chief Information
---------------------        Officer and Director
   Thomas C. Dolan


/s/ John Tatta               Director
---------------------
     John Tatta


                             Director
---------------------
   Patrick F. Dolan


/s/ Charles D. Ferris        Director
---------------------
  Charles D. Ferris



                                       I-9


<PAGE>




/s/ Richard H. Hochman       Director
---------------------
 Richard H. Hochman


                             Director
---------------------
   Victor Oristano


/s/ Vincent Tese             Director
---------------------
     Vincent Tese


/s/ William Fitzgerald       Director
---------------------
  William Fitzgerald


/s/ Leo J. Hindery, Jr.      Director
---------------------
 Leo J. Hindery, Jr.



                                      I-10



<PAGE>


                                 EXHIBIT INDEX


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

4.1            Certificate of Incorporation (incorporated by reference to
               Exhibit 3.1 to the Registration Statement on Form S-4 (No.
               333-44547) (the "Form S-4")).

4.2            By-laws (incorporated by reference to Exhibit 3.20 to the S-4).

4.3            Cablevision Systems Corporation 1998 Employee Stock Plan.

5.             Opinion of Robert S. Lemle as to the validity of the Class A
               Common Stock.

23.1.          Consent of KPMG Peat Marwick.

23.2.          Consent of Robert Lemle (included in Exhibit 5).

24.            Power of Attorney (included in signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, REGISTRATION STATEMENT", "secsgml_size_bytes": 65808}]
{"company-data": {"conformed-name": "CABLEVISION SYSTEMS CORP /NY", "cik": "0001053112", "assigned-sic": "4841", "irs-number": "112776686", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79485", "film-number": "99636310"}, "business-address": {"street1": "ONE MEDIA CROSSWAYS", "city": "WOODBURY", "state": "NY", "zip": "11797", "phone": "5163648450"}, "mail-address": {"street1": "ONE MEDIA CROSSWAYS", "city": "WOODBURY", "state": "NY", "zip": "11797"}}
As filed with the Securities and Exchange Commission on May 27, 1999

                                                          REGISTRATION NO. 333-o

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                      ------------------------------------

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

                      ------------------------------------

                         CABLEVISION SYSTEMS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                      Delaware                         11-2776686
          (State or Other Jurisdiction of          (I.R.S. Employer
          Incorporation or Organization)          Identification No.)

                               1111 Stewart Avenue
                            Bethpage, New York 11714
                                 (516) 803-2300
                    (Address of Principal Executive Offices)

                      ------------------------------------

                         CABLEVISION SYSTEMS CORPORATION
                            1998 EMPLOYEE STOCK PLAN
                            (Full Title of the Plan)

                      ------------------------------------

                                 Robert S. Lemle
             Executive Vice President, General Counsel and Secretary
                               1111 Stewart Avenue
                            Bethpage, New York 11714
                                 (516) 803-2300
                      (Name, address and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                          Proposed              Proposed
                                                                          Maximum               Maximum                Amount of
                                                Amount to be              Offering Price        Aggregate              Registration
Title of Securities to be Registered            Registered (1)(2)         Per Share(3)          Offering Price         Fee
====================================================================================================================================
Class A Common Stock, par value $0.01           13,000,000 shares         $ 81.74               $ 1,062,620,000        $ 295,408.36
per share
------------------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement also registers resales of shares of common stock that are held by "affiliates" of the registrant.
(2)  This Registration Statement also relates to an indeterminate number of additional shares of common stock that may be issued
     pursuant to anti-dilution and adjustment provisions of the above-named plan.
(3)  Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
     as amended.
EXPLANATORY NOTE

         This registration statement contains a "reoffer prospectus" relating to
shares of Class A common stock received in restricted form upon exercise of
options granted pursuant to the Cablevision Systems Corporation 1998 Employee
Stock Plan. In addition to those persons named therein in respect of the number
of shares set forth therein, the names of additional persons who shall reoffer
shares pursuant thereto and the amount of additional shares to be reoffered
shall be set forth in one or more supplements thereto.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         All information required by Part I to be contained in the prospectus is
omitted from this registration statement in accordance with Rule 428 under the
Securities Act of 1933, as amended.

                                       I-2
PROSPECTUS

                         CABLEVISION SYSTEMS CORPORATION

                              13,000,000 SHARES OF

                              CLASS A COMMON STOCK

                           (PAR VALUE $0.01 PER SHARE)

                           ---------------------------

         This prospectus relates to 13,000,000 shares of Class A common stock of
Cablevision Systems Corporation originally issuable in restricted form to
certain of its employees under the Cablevision Systems Corporation 1998 Employee
Stock Plan.

         The Class A common stock may be offered or sold from time to time in
one or more transactions as described in this prospectus. See "Plan of
Distribution".

         Cablevision Systems Corporation will not receive any of the proceeds
from the sale of shares of Class A common stock by the persons who use this
prospectus to effect resales of their shares, but will pay all costs, expenses
and fees in connection with the registration of the shares of Class A common
stock, which are estimated to be $400,000.

         The Class A common stock is currently traded on the American Stock
Exchange under the symbol "CVC".

                           ---------------------------

INVESTMENT IN THE SHARES INVOLVES SIGNIFICANT RISKS. READ THE SECTION CAPTIONED
"RISK FACTORS" BEGINNING ON PAGE 3 TO LEARN ABOUT CERTAIN FACTORS YOU SHOULD
CONSIDER BEFORE INVESTING IN THE SHARES.

                           ---------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                           ---------------------------

NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY
UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO SELL
OR TO BUY ONLY THE SHARES OFFERED BY THIS PROSPECTUS, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY TO THE DATE BELOW.

                           ---------------------------

                         Prospectus dated May 27, 1999
TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Available Information .....................................................    2

Incorporation of Certain Documents by Reference ...........................    2

Purpose of This Prospectus ................................................    3

Risk Factors ..............................................................    3

Use of Proceeds ...........................................................   11

Selling Stockholders ......................................................   11

Plan of Distribution ......................................................   13

Experts ...................................................................   14

Validity of Class A Common Stock ..........................................   14

Statement of Indemnification ..............................................   14

                                        1
AVAILABLE INFORMATION

         Cablevision Systems Corporation ("Cablevision") files proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). You may obtain copies of this information by mail from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's offices in New York, New York and
Chicago, Illinois, at prescribed rates. Please call the Commission at
1-800-SEC-0330 for further information on the Public Reference Room. You may
also read this information at the offices of the American Stock Exchange, 86
Trinity Place, New York, New York 10006 or from the Commission's website:
http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Commission's rules permit Cablevision to "incorporate by reference"
information into this prospectus filed with the Commission. This means
Cablevision can disclose important information to you by referring you to
another document. Any information referred to in this way is considered part of
this prospectus, and any reports filed with the Commission after the date of
this prospectus and before the date of offering of the shares is terminated will
automatically be deemed to update and supersede any information contained in
this prospectus or incorporated in this prospectus by reference.

         Cablevision hereby incorporates by reference into this prospectus the
following documents or information filed with the Commission:

         (a) Cablevision's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as amended by Cablevision's Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1998 (together, the "Form 10-K");

         (b) Cablevision's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;

         (c) the description of the Class A common stock contained in
Cablevision's Registration Statement on Form S-4 (No. 333-44547), including any
amendment or report filed for the purpose of updating such description; and

         (d) all documents filed by Cablevision pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") on or after the date of this prospectus and prior to the
termination of the offering made hereby.

         Cablevision will provide without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the information incorporated
herein by reference or in the registration statement to

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which this prospectus relates other than exhibits to such information (unless
such exhibits are specifically incorporated by reference into such information).
Requests should be made to Cablevision's principal executive offices at
Secretary, Cablevision Systems Corporation, 1111 Stewart Avenue, Bethpage, New
York 11714 or by phone to (516) 803-2300 or at our website: www.cablevision.com.

                           PURPOSE OF THIS PROSPECTUS

         This prospectus relates to resales of, or offers to sell, if any, the
Class A common stock, par value $0.01 per share (the "Shares"), of Cablevision
received in restricted form or upon exercise of options granted under the
Cablevision Systems Corporation 1998 Employee Stock Plan (the "Plan"). The
persons reselling or offering to sell the Shares are directors or employees of
Cablevision who are deemed "affiliates" of Cablevision as the term "affiliate"
is used in Rule 405 under the Securities Act of 1933, as amended (the "Selling
Stockholders").

                                  RISK FACTORS

         Purchase of the Shares offered by this prospectus involves various
risks, including the following principal factors, which together with the other
matters set forth in this prospectus or incorporated by reference herein, should
be carefully considered by prospective investors. "We," "us" and "our" in this
section refer to Cablevision.

    WE HAVE SUBSTANTIAL INDEBTEDNESS, AND WE ARE HIGHLY LEVERAGED AS A RESULT

         We have incurred, and we will continue to incur in the future,
substantial amounts of indebtedness to finance operations, expand cable
operations and acquire other cable television systems, programming networks,
sources of programming and other businesses. We also have incurred, and we will
continue to incur, indebtedness in order to offer new services such as high
speed Internet access, digital video service and residential telephone service
to present and potential customers. In addition, we have borrowed and we will
continue to borrow money from time to time to refinance existing indebtedness
and redeem our mandatorily redeemable preferred stock. At March 31, 1999, our
consolidated debt plus the amount of our two series of mandatorily redeemable
preferred stock issued by our subsidiary, CSC Holdings, Inc. ("Holdings"),
totalled $6.8 billion. We urge you to read carefully our consolidated financial
statements contained in our Form 10-K and our March 31, 1999 Form 10-Q, which
provide more detailed information about our indebtedness and Holdings'
mandatorily redeemable preferred stock.

         Because of our substantial indebtedness and Holdings' mandatorily
redeemable preferred stock, we are highly leveraged. This means that interest on
and required repayments of our borrowings and dividends on and required
redemption amounts with respect to Holdings' mandatorily redeemable

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preferred stock are significant in relation to our revenues and cash flow. This
leverage exposes us to significant risk in the event of downturns in our
businesses, in our industries or in the economy generally, because although our
cash flows would decrease in such a scenario, our required payments in respect
of indebtedness and preferred stock will not.

   OUR FINANCIAL STATEMENTS REFLECT NET LOSSES AND A STOCKHOLDERS' DEFICIENCY

         We have reported recent net losses as follows:

For the Three Months Ended:
March 31, 1999 .................................................. $238.6 million

For the Year Ended:
December 31, 1998 ............................................... $448.5 million
December 31, 1997 ............................................... $ 12.1 million
December 31, 1996 ............................................... $459.9 million

Net losses are calculated by subtracting from gross revenues (1) operating
expenses, including depreciation and amortization, (2) interest expense, (3)
preferred stock dividends of Holdings, (4) other income and expenses and (5) net
profit or loss from affiliate operations. The net losses described above
primarily reflect our high interest expense, preferred stock dividends of
Holdings and depreciation and amortization charges, which are expected to
continue. As a cumulative result of these net losses, at March 31, 1999, we had
a stockholders' deficiency of $2.8 billion. We urge you to read carefully our
consolidated financial statements contained in our Form 10-K and our March 31,
1999 Form 10-Q, which provide more detailed information about these net losses.

         We expect our net losses to continue and to remain substantial for the
foreseeable future because:

          o    interest expense, preferred stock dividends of Holdings and
               depreciation and amortization charges relating to our existing
               indebtedness and preferred stock and completed acquisitions and
               capital expenditures will remain high for the foreseeable future,

          o    we expect that future indebtedness incurred to fund pending and
               future acquisitions and the development of our existing and new
               businesses, including, but not limited to, capital expenditures
               and additional investments in our cable television plant and
               programming operations, will result in significant additional
               charges against earnings, and

          o    we expect expenses and depreciation relating to each new service
               we offer to be particularly high in relation to the amount of
               revenues such new service will

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generate in its first years of operations, resulting in
               significant net losses each time we begin offering a new service
               or supporting a new business we acquire.

         WE WILL NEED SIGNIFICANT ADDITIONAL BORROWINGS, AND WE HAVE COMMITTED
TO SIGNIFICANT FUTURE CAPITAL EXPENDITURES AND OTHER CAPITAL COMMITMENTS

         Our business is very capital-intensive. Operating, maintaining and
upgrading our cable television plant require significant amounts of cash
payments to third parties. In addition, we have incurred significant expenses to
start up and operate new businesses, such as high speed Internet access, digital
video service and residential telephone service. We expect such expenses to
continue or grow as we continue to introduce these and possibly other new
services, such as personal communications services and direct broadcast
satellite ventures, to our cable television customers. We also incur significant
start-up costs in funding new cable programming services before they have
positive cash flow, typically during their start-up and development. Our
acquisition and development of related businesses, such as electronics retailing
and movie theaters, also result in significant expenditures. Finally, we pay a
significant amount of interest in respect of our outstanding indebtedness, and
significant amounts of cash will be required to repay our existing indebtedness
and redeem our mandatorily redeemable preferred stock.

         We will not be able to generate sufficient cash internally to finance
these projects and to repay our indebtedness at maturity and redeem our
mandatorily redeemable preferred stock at the mandatory redemption date. Since
we will be unable to generate sufficient cash internally for these purposes, we
will be required to either raise additional capital, through debt or equity
issuances or both, or we will be required to cancel or scale back current and
future spending programs or we will be required to sell assets. You should not
assume that we will be able to raise any required additional capital, nor should
you assume that we will be able to compete effectively if we are unable to
pursue our current and future spending programs.

         Some of our subsidiaries have substantial future capital commitments in
the form of long-term contracts that require substantial payments over an
extended period of time. For example, rights agreements with sports teams
pursuant to which we carry games on our programming networks almost always
involve multi-year contracts that are difficult and expensive to terminate. The
acquisition and development activities of some of our subsidiaries, such as the
acquisition of entertainment businesses and the acquisition and development of
entertainment facilities, will result in significant expenditures.

         Accordingly, if we are forced to cancel or scale back current and
future spending programs as described above, our choice of which spending
programs to cancel or scale back may be limited.

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A SIGNIFICANT AMOUNT OF OUR BOOK VALUE CONSISTS OF INTANGIBLE ASSETS

         At March 31, 1999, we reported $7.0 billion of consolidated total
assets, of which $3.1 billion were intangible. Intangible assets include assets
such as franchises from city and county governments to operate cable television
systems, affiliation agreements, amounts representing the cost of certain
acquired assets in excess of their fair value and certain deferred costs
associated with past financings, acquisitions and other transactions. You should
not assume that we would receive any cash from the voluntary or involuntary sale
of these intangible assets. We urge you to read carefully our consolidated
financial statements contained in our Form 10-K and our March 31, 1999 Form
10-Q, which provide more detailed information about these intangible assets.

         WE MAY NOT BE ABLE TO COMPLETE OUR PENDING TRANSACTIONS

         We have announced and may continue to announce a number of
transactions, some of which are or may be significant to our business. Because
of the conditions required to be fulfilled before we can complete these
transactions, we cannot assure you that any of our announced transactions will
be completed on the terms or schedule we announce, or that any of them will be
completed at all. Our pending transactions are generally disclosed in our Form
10-K and our March 31, 1999 Form 10-Q. We urge you to read carefully the
description of pending transactions contained therein, particularly the
conditions required to be fulfilled in order to complete such transactions.

         WE ARE CONTROLLED BY THE DOLAN FAMILY

         Cablevision has two classes of common stock:

          o    Class B common stock, which is generally entitled to ten votes
               per share and is entitled collectively to elect 75% of the
               Cablevision board of directors, and

          o    Class A common stock, which is entitled to one vote per share and
               is entitled collectively to elect the remaining 25% of the
               Cablevision board of directors.

As of April 30, 1999, Charles F. Dolan beneficially owned and possessed sole
voting power with respect to 943,364 shares or 0.9% of Cablevision's outstanding
Class A common stock and 18,906,469 shares or 43.8% of Cablevision's outstanding
Class B common stock. In addition, an aggregate of 4,230,655 shares or 9.8% of
the outstanding Class B common stock were held by a grantor retained annuity
trust (the "GRA Trust") established by Mr. Dolan for estate planning purposes.
Mr. Dolan may be deemed to have beneficial ownership of the shares of Class B
common stock held by the GRA Trust due to his right to reacquire the Class B
common stock held by the GRA Trust by substituting other property of equivalent
value, but, until such event, the GRA Trust, through its co-trustees (who are
Mr. Dolan and his spouse), has the power to vote

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and dispose of the shares of Class B common stock held by it. As a result of his
direct holdings and his beneficial ownership of the shares held by the GRA
Trust, Mr. Dolan beneficially owned 943,364 shares or 0.9% of Cablevision's
outstanding Class A common stock and 23,137,124 shares or 53.7% of Cablevision's
outstanding Class B common stock. On a combined basis, these shares represented
15.8% of the total number of shares of both classes of common stock and 43.0% of
the total voting power of the common stock. Other trusts established by Mr.
Dolan for the benefit of certain Dolan family members, and as to which Mr. Dolan
disclaims beneficial ownership, owned an additional 3,583,200 shares of Class A
common stock or 3.3% of the Class A common stock and 19,987,712 shares of the
Class B common stock or 46.4% of the Class B common stock and 37.7% of the total
voting power of all classes of the common stock.

         As a result of Dolan's stock ownership and the stock ownership of his
family members, Dolan family members have the power to elect all the directors
of Cablevision subject to election by holders of the Class B common stock. Dolan
family members may control stockholder decisions on matters in which holders of
the Cablevision common stock vote together as a class. These matters include the
amendment of certain provisions of Cablevision's certificate of incorporation
and the approval of fundamental corporate transactions, including mergers. In
addition, because the affirmative vote or consent of the holders of at least
662/3% of the outstanding shares of the Class B common stock, voting separately
as a class, is required to approve (1) the authorization or issuance of any
additional shares of Class B common stock and (2) any amendment, alteration or
repeal of any of the provisions of Cablevision's certificate of incorporation
that adversely affects the powers, preferences or rights of the Class B common
stock, Dolan family members also have the power to prevent such issuance or
amendment. The voting rights of the Class B common stock beneficially owned by
the Dolan family members will not be modified as a result of any transfer of
legal or beneficial ownership thereof.

         The Dolan family will therefore be able to prevent or cause a change of
control of Cablevision.

         SIGNIFICANT RESTRICTIVE COVENANTS IN OUR FINANCING AGREEMENTS LIMIT OUR
FLEXIBILITY

         Our credit agreement and certain of our debt instruments contain
various financial and operating covenants which, among other things, require the
maintenance of certain financial ratios and restrict the relevant borrower's
ability to incur debt from other sources and to use funds for various purposes,
including investments in certain subsidiaries. Violation of these covenants
could result in a default which would permit the parties who have lent money
under our credit agreement and such other debt instruments to:

          o    restrict our ability to borrow undrawn funds under our credit
               agreement and

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o    require the immediate repayment of the borrowings under our
               credit agreement and such other debt instruments.

         REGULATORY RISKS ARE INHERENT AND SUBSTANTIAL IN OUR BUSINESSES

         GENERAL. The FCC and state and local governments extensively regulate
the rates we may charge our customers for video services. They also regulate us
in other ways that affect the daily conduct of our video delivery and video
programming business, as well as our telephone business and possibly in the
future, our high speed Internet access business. Any action by the FCC, the
states of New York, New Jersey, Connecticut, Massachusetts or Ohio or concerted
action by local regulators, the likelihood or extent of which we cannot predict,
could have a material financial effect on us. For example, in 1992, Congress
enacted the Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act"), which represented a significant change in the regulatory
framework under which cable television systems operate. In 1993 and 1994, the
FCC ordered reductions in cable television rates based on the 1992 Cable Act. In
1995, a Federal appeals court upheld the material aspects of the FCC's rate
regulation scheme. Congress subsequently enacted the Telecommunications Act of
1996, which relaxes the regulation of higher tier cable television rates. This
higher tier rate regulation relaxation went into effect on March 31, 1999. The
regulation by local governments of basic cable rates will continue in most
communities in which we operate.

         RECENT FCC AND CONGRESSIONAL ISSUES MAY AFFECT OUR BUSINESSES. The FCC
has established a national limit of 30% on the number of households that any
cable company can serve. This 30% national limit, because of court proceedings,
has never been implemented, and the FCC is considering revising this limit, as
well as changing the definition of what type and degree of ownership should be
considered in determining whether a cable company has exceeded whatever limit
the FCC sets. The outcome of these proceedings could affect us because of AT&T's
investment in Cablevision through its recent acquisition of Tele-Communications,
Inc. ("TCI"). This issue recently has been given greater visibility at the FCC
and in Congress as a result of AT&T's proposed acquisition of MediaOne Group.

         Some parties, including America Online and certain local telephone
companies, have proposed statutory and regulatory requirements that would force
cable systems to provide carriage to third-party Internet access providers. The
FCC thus far has rejected these requests, but legislation has been introduced
that would effectively require that such access be provided. We cannot predict
at this time whether or to what extent such legislation might be successful or
whether the FCC might reevaluate its initial conclusion not to impose such
regulation.

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OUR CURRENT FRANCHISES ARE GENERALLY NON-EXCLUSIVE, AND OUR FRANCHISORS
NEED NOT RENEW OUR FRANCHISES. Our cable television systems are operated
primarily under non-exclusive franchise agreements with local government
franchising authorities, in some cases with the approval of state cable
television authorities. Consequently, our business is dependent on our ability
to obtain and renew our franchises. Although we have never lost a franchise as a
result of a failure to obtain a renewal, our franchises are subject to
non-renewal or termination under certain circumstances. In certain cases,
franchises have not been renewed at expiration, and we operate under either
temporary operating agreements or without a license while negotiating renewal
terms with the franchising authorities. In the case of one of our franchises in
Ohio with 11,000 subscribers as of March 31, 1999, we are operating without a
license while we appeal the denial of the franchise renewal in federal court in
accordance with the provisions of the Cable Communications Policy Act of 1984.

         WE ARE EXPOSED TO A SIGNIFICANT AND CREDIBLE RISK OF COMPETITION

         GENERAL. Cable operators compete with a variety of television
programming distribution systems, including broadcast television stations,
direct broadcasting satellite systems, multichannel multipoint distribution
services, satellite master antenna systems and private home dish earth stations.
For example, four direct broadcasting satellite systems are now operational in
the United States. Companies with substantial resources such as Hughes
Electronics Corp. have invested in some of these systems. Cable systems also
compete with the entities that make videotaped movies and programs available for
home rental. The Telecommunications Act of 1996 gives telephone companies and
other video providers the option of providing video programming to subscribers
through "open video systems", a wired video delivery system similar to a cable
television system that may not require a local cable franchise. RCN, an open
video system operator that teams with electric utilities, is currently operating
systems in Boston and parts of New York City that compete with us. Additional
video competition to cable systems is possible from new wireless local
multipoint distribution services authorized by the FCC, for which spectrum was
recently auctioned by the FCC.

         The 1992 Cable Act prohibits a cable programer that is owned by or
affiliated with a cable operator, such as our subsidiary Rainbow Media Holdings,
Inc., from (1) unreasonably discriminating among or between cable operators and
other multichannel video distribution systems with respect to the price, terms
and conditions of sale or distribution of the programmer's service and (2)
unreasonably refusing to sell service to any multichannel video programming
distributor.

         COMPETITION FROM TELEPHONE COMPANIES. The Cable Communications Policy
Act of 1984 barred co-ownership of telephone companies and cable television
systems operating in the same service areas. The Telecommunications Act of 1996
repealed this restriction and permits a telephone company to provide video
programming directly to subscribers in its telephone service territory, subject
to certain regulatory requirements, but generally prohibits a telephone company

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from acquiring an in-region cable operator, except in certain small markets
under certain circumstances. Telephone companies, such as Ameritech Corp. in
Ohio and Southern New England Telephone Co. in Connecticut, have obtained or
applied for local franchises to construct and operate cable television systems
in several communities in which we currently hold cable franchises, and in
certain locations have commenced offering service in competition with us.

         OUR SYSTEMS AND THE SYSTEMS OF THIRD PARTIES ON WHOM WE RELY MAY NOT
ACHIEVE YEAR 2000 READINESS

         Y2K readiness refers to the ability of certain computerized systems and
technologies to recognize and/or correctly process dates beyond December 31,
1999 and leap year calculations. As a result of Y2K readiness issues, the
potential exists for computer system failure or miscalculations by computer
programs, which could disrupt our operations. Our plan to identify and address
Y2K issues is described in our Form 10-K and our March 31, 1999 Form 10-Q.

         Many of the information technology, or "IT", and non-IT systems that
are necessary for the continued operation of our businesses are dependent upon
components that may not be Y2K compliant. While our Y2K compliance program is
designed to identify and remediate these systems in order to avoid interruption
of our operations, there can be no assurance that we will be able to identify
all noncompliant systems or successfully remediate all those that are
identified. Failure of IT or non-IT systems that are necessary for the operation
of our businesses, including, without limitation, our billing systems,
addressable controller and converter systems, purchasing, finance and inventory
systems, marketing databases and point of sale systems, could have a material
adverse effect on us.

         We are dependent upon third-party products and services, such as
utility services and programming uplinks, for the operation of our businesses.
While as part of the inventory and assessment phase of our Y2K program, we have
contacted third-party product and service providers to ascertain whether Y2K
compliance issues may exist, we have in many cases not received assurances from
such suppliers. Moreover, in most cases we do not have the ability to verify any
assurances we do receive from third-party suppliers. If critical IT or non-IT
systems used by such third-party suppliers fail as a result of a Y2K compliance
issue, and as a result of such failure the ability of such supplier to continue
to provide such product or service to us is interrupted, our ability to continue
to provide services to our customers may be interrupted. Such an interruption
could have a material adverse effect on us. We intend to implement contingency
plans to address those risks, although no such plans have yet been identified,
and there can be no assurance that any such plan would resolve such problems in
a satisfactory manner. In addition to the risks associated with the failure of
IT systems due to Y2K problems, the failure of non-IT systems would pose
significant risks to us. For example, we and our subsidiaries operate facilities
for both employees and the public. Failure of non-IT systems at such facilities
could result in health and safety risks that could lead to the closure or
unavailability of such facilities. This could result in lost revenues to us and
the risk of actions against us if the businesses of

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others are disrupted. Also, the failure of such non-IT systems could result in
injury to individuals which could expose us to actions by or on behalf of such
individuals.

         WE HAVE NOT PAID DIVIDENDS, AND WE DO NOT INTEND TO PAY DIVIDENDS

         Cablevision has never declared or paid dividends on any of its common
stock and has no intention to pay cash dividends on such stock in the
foreseeable future. In addition, certain debt instruments to which we are a
party contain covenants which effectively prohibit the payment of such
dividends.

         WE HAVE GRANTED REGISTRATION RIGHTS COVERING A PORTION OF OUR SHARES

         On May 17, 1999, 109,089,532 shares of Class A common stock were
outstanding. Cablevision has granted to each of Mr. Dolan, certain Dolan family
interests, the Dolan Family Foundation, John Tatta, a director of Cablevision,
and certain Tatta family interests registration rights with respect to 2,647,405
shares of Class A common stock held by them on such date, as well as with
respect to 43,126,836 shares of Class A common stock issuable upon conversion of
shares of Class B common stock. The direct or indirect subsidiaries of
Tele-Communications, Inc. holding Class A common stock have certain registration
rights with respect to such shares of Class A common stock. Sales of a
substantial number of shares of Class A common stock or Class B common stock
could adversely affect the market price of the Class A common stock and could
impair Cablevision's future ability to raise capital through an offering of its
equity securities.

                                 USE OF PROCEEDS

         The Shares may be sold hereunder from time to time by the Selling
Stockholders. Cablevision will not receive any of the proceeds from such sales.

                              SELLING STOCKHOLDERS

         Selling Stockholders may use this prospectus to effect resales of the
Shares. Each Selling Stockholder listed in the table below may offer up to the
amount of Shares set forth opposite such individual's name under the column
captioned "Shares of Class A Common Stock to be Offered Hereby" or such
additional amount as shall be set forth in a supplement or supplements to this
prospectus. The Shares may also be offered from time to time by such other
employees of Cablevision as may be named in a supplement or supplements to this
prospectus. The following table sets forth (i) the relationship which each such
individual Selling Stockholder has had with Cablevision during the past three
years, (ii) the number of Shares which each such individual

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owns or for which such individual holds options pursuant to the Plan and which
may be offered hereby, (iii) the number of shares of Shares owned by such
individual and (iv) the number of options to purchase Shares which such
individual holds other than pursuant to the Plan.

         No estimate can be given as to the amount of Shares that will be held
by the Selling Stockholders after completion of this offering because (i) each
Selling Stockholder may offer some or all of the Shares pursuant to the
offerings contemplated by this prospectus, (ii) the offerings of the Shares are
not necessarily being made on a firm commitment basis and (iii) each Selling
Stockholder could purchase additional Shares from time to time. See "Plan of
Distribution".
SHARES OF
                                                          CLASS A         SHARES OF
                                                        COMMON STOCK       CLASS A
                                                       TO BE OFFERED    COMMON STOCK
       NAME                      POSITION                  HEREBY*     CURRENTLY OWNED**
--------------------    --------------------------     -------------   ----------------
Margaret Albergo        Executive Vice President,            15,000            10,470
                        Planning and Operations

Marc A.  Lustgarten     Vice Chairman and                   261,000           280,052
                          Director

Andrew B. Rosengard     Executive Vice President,            20,000            14,667
                          Finance and Controller

James L. Dolan          President, Chief Executive           80,000           103,666
                          Officer and Director

Patrick F.  Dolan       Director                             17,000           134,416
----------

     *    Certain of the employee stock options are not yet exercisable.

     **   Including shares under options to purchase Class A common stock.

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PLAN OF DISTRIBUTION

         Any of or all of the Shares may be sold from time to time to purchasers
directly by the Selling Stockholders. Alternatively, the Selling Stockholders
may from time to time offer the Shares through underwriters, dealers or agents
who may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of Shares for
whom they may act. The Selling Stockholders and any such underwriters, dealers
or agents that participate in the distribution of Shares may be deemed to be
underwriters under the Securities Act of 1933, as amended (the "Securities
Act"). Any profit on the sale of the Shares by them and any discounts,
commissions or concessions received by them may be deemed to be underwriting
discounts and commissions under the Securities Act. To the extent required, at
the time a particular offer of Shares is made a supplement to this prospectus
will be distributed which will set forth the number of Shares being offered and
the terms of the offering. These terms will include the name or names of any
underwriters, dealers or agents, any discounts, commissions and other items
constituting compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or reallowed or paid to dealers, including
the proposed selling price to the public.

         The Shares may be sold from time to time in one or more transactions at
a fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices.

         Cablevision is paying certain expenses (not including commissions of
dealers or agents) incident to the offering and sale of the Shares to the
public, which are estimated to be approximately $400,000. If and when
Cablevision is required to update this prospectus, it may incur additional
expenses in excess of the amount estimated above.

         In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Shares may not be sold unless
the Shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is met.

         Pursuant to the Plan, Cablevision agreed to use its best efforts to
keep the registration statement of which this prospectus forms a part
continuously effective for a period of at least two years from the date the
Shares were issued by Cablevision. Cablevision has also agreed to indemnify the
Selling Stockholders against certain liabilities, including liabilities under
the Securities Act. See "Statement of Indemnification".

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EXPERTS

         The consolidated financial statements and schedule of Cablevision and
its subsidiaries as of December 31, 1998 and 1997 and for each of the years in
the three-year period ended December 31, 1998 are incorporated in this
prospectus and registration statement by reference in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

                        VALIDITY OF CLASS A COMMON STOCK

         The validity of the Shares offered hereunder has been passed upon for
Cablevision by Robert S. Lemle, Esq., Executive Vice President, General Counsel
and Secretary of Cablevision. As of the date of this prospectus, Mr. Lemle owned
78,870 shares of Class A common stock and held options to purchase an additional
331,100 shares of Class A common stock, none of which options was granted under
the Plan.

                          STATEMENT OF INDEMNIFICATION

         Under provisions of the Certificate of Incorporation of Cablevision,
each person who is or was a director or officer of Cablevision shall be
indemnified by Cablevision to the fullest extent permitted by Section 145 of the
General Corporation Law of Delaware. Section 145 provides that a corporation
shall have the power to indemnify an agent, officer or director who was or is
threatened to be made a party to any proceedings, against certain expenses,
judgments, fines, settlements and other accounts under certain circumstances.
The By-laws of Cablevision provide that the Board of Directors may advance
expenses incurred by an officer or director in defending certain proceedings
upon receipt of an undertaking to repay such amount under certain circumstances.
At the annual meeting held on September 23, 1987, the stockholders of
Cablevision authorized and approved a form of Indemnification Agreement.
Cablevision has entered into such Indemnification Agreement with approximately
15 officers and directors of Cablevision. Such Indemnification Agreement
provides that Cablevision will, subject to certain exceptions, indemnify each
such person in respect of losses or expenses incurred as a result of threatened,
pending or completed actions or proceedings involving such person and relating
to such person's service as an officer or director of Cablevision, including
losses and expenses in respect of actions or proceedings brought under the
Securities Act.

                                       14
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for directors, officers or persons controlling Cablevision
pursuant to the foregoing provisions, Cablevision has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

                                       15
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Cablevision Systems Corporation ("Cablevision") hereby incorporates by
reference into this registration statement the following documents or
information filed with the Securities and Exchange Commission (the
"Commission"):

          o    Cablevision's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998, as amended by Cablevision's Annual
               Report on Form 10K/A for the fiscal year ended December 31, 1998;

          o    Cablevision's Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1999; and

          o    The description of Cablevision's Class A Common Stock, par value
               $0.01 per share, contained in Cablevision's Registration
               Statement on Form S-4 (No. 333-44547), including any amendment or
               report filed for the purpose of updating such description.

         All documents subsequently filed by Cablevision pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all shares of common stock offered have been sold or which
deregisters all then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein 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 document which
also is incorporated or deemed to be incorporated by reference herein 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.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                       I-3
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 in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. 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 first paragraph of Article Ninth of CABLEVISION's Certificate of
Incorporation provides:

          The corporation shall, to the fullest extent permitted by Section 145
     of the General Corporation Law of the State of Delaware, as the same may be
     amended and supplemented, or by any successor thereto, indemnify any and
     all persons whom it shall have power to indemnify under said section from
     and against any and all of the expenses, liabilities or other matters
     referred to in or covered by said section. Such right to indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of the heirs, executors
     and administrators of such a person. The indemnification provided for
     herein shall not be deemed exclusive of any other rights to which those
     seeking indemnification may be entitled under any By-Law, agreement, vote
     of stockholders or disinterested directors or otherwise.

         Article VIII of the By-Laws of Cablevision provides:

          A. The corporation shall indemnify each person who was or is made a
     party or is threatened to be made a party to or is involved in any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (hereinafter a "proceeding"), by
     reason of the fact that he or she, or a person of whom he or she is the
     legal representative, is or was a director or officer of the corporation or
     is or was serving at the request of the corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is

                                       I-4
alleged action in an official capacity as a director, officer, employee or
     agent or alleged action in any other capacity while serving as a director,
     officer, employee or agent, to the maximum extent authorized by the
     Delaware General Corporation Law, as the same exists or may hereafter be
     amended (but, in the case of any such amendment, only to the extent that
     such amendment permits the corporation to provide broader indemnification
     rights than said law permitted the corporation to provide prior to such
     amendment), against all expense, liability and loss (including attorney's
     fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
     to be paid in settlement) reasonably incurred by such person in connection
     with such proceeding. Such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators. The right
     to indemnification conferred in this Article shall be a contract right and
     shall include the right to be paid by the corporation the expenses incurred
     in defending any such proceeding in advance of its final disposition;
     provided that, if the Delaware General Corporation Law so requires, the
     payment of such expenses incurred by a director or officer in advance of
     the final disposition of a proceeding shall be made only upon receipt by
     the corporation of an undertaking by or on behalf of such person to repay
     all amounts so advanced if it shall ultimately be determined that such
     person is not entitled to be indemnified by the corporation as authorized
     in this Article or otherwise.

          B. The right to indemnification and advancement of expenses conferred
     on any person by this Article shall not limit the corporation from
     providing any other indemnification permitted by law nor shall it be deemed
     exclusive of any other right which any such person may have or hereafter
     acquire under any statute, provision of the Certificate of Incorporation,
     by-law, agreement, vote of stockholders or disinterested directors or
     otherwise.

          C. The corporation may purchase and maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the corporation or another corporation, partnership, joint venture, or
     other enterprise against any expense, liability or loss, whether or not the
     corporation would have the power to indemnify such person against such
     expense, liability or loss under the Delaware General Corporation Law.

         Cablevision has entered into indemnification agreements with certain of
its officers and directors indemnifying such officers and directors from and
against certain expenses, liabilities or other matters referred to in or covered
by Section 145 of the Delaware General Corporation Law. Cablevision maintains
directors' and officers' liability insurance.

         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

                                       I-5
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 second paragraph of Article Ninth of Cablevision's Certificate of
Incorporation provides for such limitation of liability.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

4.1      Certificate of Incorporation (incorporated by reference to Exhibit 3.1
         to the Registration Statement on Form S-4 (No. 333-44547) (the "Form
         S-4")).

4.2      By-laws (incorporated by reference to Exhibit 3.20 to the S-4).

4.3      Cablevision Systems Corporation 1998 Employee Stock Plan.

5.       Opinion of Robert S. Lemle as to the validity of the Class A Common
         Stock.

23.1.    Consent of KPMG LLP.

23.2.    Consent of Robert Lemle (included in Exhibit 5).

24.      Power of Attorney (included in signature page).

ITEM 9.  REQUIRED UNDERTAKINGS

         The undersigned 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.

                                       I-6
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 Commission pursuant
          to Rule 424(b) if, in the aggregate the changes in volume and price
          represent no more than 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective registration statement;

               (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 (1)(i) and (1)(ii) 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 Commission 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; and

          (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.

         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 that is incorporated by reference in the
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.

         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 Securities and Exchange
Commission 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

                                       I-7
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

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 the Town of Oyster Bay and the State of New York, on this 27th
day of May, 1999.

                                                 CABLEVISION SYSTEMS CORPORATION

                                                 By: /s/ William J. Bell
                                                    ----------------------------
                                                    Name:  William J. Bell
                                                    Title: Vice Chairman and
                                                           Director

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William J. Bell and Robert S. Lemle, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him 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, and file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, 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 said attorneys-in-fact and agents or any of
them may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on May 27, 1999.

                                       I-8
SIGNATURE                                TITLE
      ---------                                -----

/s/ James L. Dolan           President, Chief Executive Officer and Director
---------------------        (Principal Executive Officer)
   James L. Dolan

/s/ William J. Bell          Vice Chairman and Director (Principal Financial
---------------------        Officer)
   William J. Bell

/s/ Andrew B. Rosengard      Executive Vice President, Finance and Controller
---------------------        (Principal Accounting Officer)
 Andrew B. Rosengard

                             Chairman of the Board of Director
---------------------
   Charles F. Dolan

/s/ Marc A. Lustgarten       Vice Chairman and Director
---------------------
 Marc A. Lustgarten

/s/ Robert S. Lemle          Executive Vice President, General Counsel,
---------------------        Secretary and Director
   Robert S. Lemle

/s/ Sheila A. Mahony         Executive Vice President, Communications,
---------------------        Government and Public Affairs
   Sheila A. Mahony

/s/ Thomas C. Dolan          Senior Vice President, Chief Information
---------------------        Officer and Director
   Thomas C. Dolan

/s/ John Tatta               Director
---------------------
     John Tatta

                             Director
---------------------
   Patrick F. Dolan

/s/ Charles D. Ferris        Director
---------------------
  Charles D. Ferris

                                       I-9
/s/ Richard H. Hochman       Director
---------------------
 Richard H. Hochman

                             Director
---------------------
   Victor Oristano

/s/ Vincent Tese             Director
---------------------
     Vincent Tese

/s/ William Fitzgerald       Director
---------------------
  William Fitzgerald

/s/ Leo J. Hindery, Jr.      Director
---------------------
 Leo J. Hindery, Jr.

                                      I-10
EXHIBIT INDEX

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

4.1            Certificate of Incorporation (incorporated by reference to
               Exhibit 3.1 to the Registration Statement on Form S-4 (No.
               333-44547) (the "Form S-4")).

4.2            By-laws (incorporated by reference to Exhibit 3.20 to the S-4).

4.3            Cablevision Systems Corporation 1998 Employee Stock Plan.

5.             Opinion of Robert S. Lemle as to the validity of the Class A
               Common Stock.

23.1.          Consent of KPMG Peat Marwick.

23.2.          Consent of Robert Lemle (included in Exhibit 5).

24.            Power of Attorney (included in signature page).