As filed with the Securities and Exchange Commission on May 18, 2006
                            Registration No. 333-

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 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
   (State or other jurisdiction of              11-3415180
   incorporation or organization)               (I.R.S. employer
                                                identification no.)

                             1111 STEWART AVENUE
                          BETHPAGE, NEW YORK 11714
        (Address of principal executive offices, including zip code)

          CABLEVISION SYSTEMS CORPORATION 2006 EMPLOYEE STOCK PLAN
              CABLEVISION SYSTEMS CORPORATION 2006 STOCK PLAN
                         FOR NON-EMPLOYEE DIRECTORS
                          (Full Title of Each Plan)

                             VICTORIA D. SALHUS
         SENIOR VICE PRESIDENT, DEPUTY GENERAL COUNSEL AND SECRETARY
                             1111 STEWART AVENUE
                          BETHPAGE, NEW YORK 11714
                   (Name and address of agent for service)

                               (516) 803-2300
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                             LAURALYN G. BENGEL
                              SCHIFF HARDIN LLP
                              6600 SEARS TOWER
                           CHICAGO, ILLINOIS 60606
                               (312) 258-5500

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








   <TABLE>
   <CAPTION>                 CALCULATION OF REGISTRATION FEE

                                                                      Proposed          Proposed
                                                      Amount          maximum            maximum
                                                      to be        offering price       aggregate            Amount of
       Title of Securities to be Registered         registered       per share       offering price      registration fee
       ------------------------------------         ----------       ---------       --------------      ----------------
       <S>                                          <C>            <C>               <C>                 <C>
       Cablevision NY Group Class A Common          24,000,000       $20.76(1)       $498,240,000(1)       $53,311.68(1)
       Stock, par value $.01 per share
     </TABLE>

   (1)  Estimated on the basis of $20.76 per share, the average of the
        high and low sales prices of Cablevision NY Group Class A Common
        Stock as reported on the New York Stock Exchange on May 12, 2006
        pursuant to Rule 457(c) and (h) of the Securities Act of 1933.
        Of the Common Stock to be registered, an aggregate of 23,000,000
        shares are issuable under the 2006 Employee Stock Plan and
        1,000,000 shares are issuable under the 2006 Stock Plan for Non-
        Employee Directors.

   (2)  Pursuant to Rule 416 of the Securities Act of 1933, this
        Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Plan pursuant to
        this Registration Statement by reason of any stock dividend,
        stock split, recapitalization or any other similar transaction
        effected without the receipt of consideration which results in an
        increase in the number of the Registrant's outstanding shares of
        Common Stock.






















                                      2







                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by the Registrant are incorporated
   herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 2005.

        (b)  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 2006.

        (c)  All other reports filed by the Registrant pursuant to
             Section 13(a) or 15(d) of the Securities Exchange Act of
             1934 since the end of 2005.

        (d)  The description of the Registrant's Common Stock contained
             in the Registrant's Registration Statement on Form 8-A12B
             (File No. 001-14764) filed on March 9, 2001 and under the
             caption "Description of Cablevision NY Group Common Stock
             and Rainbow Media Group Tracking Stock" in the definitive
             proxy statement, constituting part of the Registrant's Proxy
             Statement on Schedule 14A (the "Proxy Statement") relating
             to the Class A Common Stock, filed with the Securities and
             Exchange Commission pursuant to Section 14(a) under the
             Securities Exchange Act of 1934 on October 13, 2000.

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment which
   indicates that all securities offered hereby have been sold or which
   deregisters all securities then remaining unsold, shall be deemed to
   be incorporated by reference herein to be a part hereof from the date
   of filing of such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


   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'

                                      3







   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) 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 the Registrant's Amended
   and Restated 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 Registrant's By-Laws 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 alleged action in an official capacity as a director,

                                      4







        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 before 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.

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

                                      5







   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 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 the Registrant's Amended and Restated Certificate of
   Incorporation provides for such limitation of liability.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this Registration
   Statement.

   ITEM 9.   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; and

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

   PROVIDED, HOWEVER, that paragraphs (i) and (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

                                      6







   or 15(d) of the Securities Exchange Act of 1934 that are incorporated
   by reference in the registration statement.

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

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

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of the Plan's annual report pursuant to
   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 Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has
   been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Act and will be
   governed by the final adjudication of such issue.












                                      7







                                 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 of the requirements for filing this Registration Statement
   and has duly caused this registration statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in Bethpage, New
   York, on this 18th day of May, 2006.



                                 CABLEVISION SYSTEMS CORPORATION



                                 By: /s/ Michael P. Huseby
                                     --------------------------------
                                         Michael P. Huseby
                                         Executive Vice President and
                                           Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed by the following persons in the
   capacities and on the date indicated.  Each person whose signature
   appears below hereby authorizes Michael P. Huseby, Jonathan D.
   Schwartz and Victoria D. Salhus, and any of them acting individually,
   with power of substitution to file one or more amendments, including
   Post-Effective Amendments, to this Registration Statement, which
   Amendments may make such changes as any of them deems appropriate, and
   each person whose signature appears below, individually and in each
   capacity stated below, hereby appoints Michael P. Huseby, Jonathan D.
   Schwartz and Victoria D. Salhus, and any of them acting individually,
   with full power of substitution, as Attorney-in-Fact to execute his or
   her name and on his or her behalf to file any such Amendments to this
   Registration Statement.


    SIGNATURE                             TITLE                DATE
    ---------                             -----                ----

    /s/ James L. Dolan          Chief Executive Officer,   May 18, 2006
    --------------------------  President and Director
    James L. Dolan              (Principal Executive
                                Officer)

    /s/ Michael P. Huseby       Executive Vice President   May 18, 2006
    --------------------------  and Chief Financial
    Michael P. Huseby           Officer (Principal
                                Financial Officer)




                                      8







    SIGNATURE                             TITLE                DATE
    ---------                             -----                ----

    /s/ Wm. Keith Harper        Senior Vice President      May 18, 2006
    --------------------------  and Controller
    Wm. Keith Harper            (Principal Accounting
                                Officer)

    /s/ Charles F. Dolan        Chairman of the Board of   May 18, 2006
    --------------------------  Directors
    Charles F. Dolan

    /s/ Rand Araskog            Director                   May 18, 2006
    --------------------------
    Rand Araskog


    /s/ Frank Biondi            Director                   May 18, 2006
    --------------------------
    Frank Biondi

    /s/ Marianne Dolan Weber    Director                   May 18, 2006
    --------------------------
    Marianne Dolan Weber


    /s/ Patrick F. Dolan        Director                   May 18, 2006
    --------------------------
    Patrick F. Dolan


    /s/ Charles D. Ferris       Director                   May 18, 2006
    --------------------------
    Charles D. Ferris


    /s/ Richard H. Hochman      Director                   May 18, 2006
    --------------------------
    Richard H. Hochman


    /s/ Victor Oristano         Director                   May 17, 2006
    --------------------------
    Victor Oristano

    /s/ Thomas V. Reifenheiser  Director                   May 17, 2006
    --------------------------
    Thomas V. Reifenheiser






                                      9







    SIGNATURE                             TITLE                DATE
    ---------                             -----                ----

    /s/ John R. Ryan            Director                   May 17, 2006
    --------------------------
    John R. Ryan


    /s/ Brian Sweeney           Director                   May 18, 2006
    --------------------------
    Brian Sweeney

    /s/ Vincent Tese            Director                   May 18, 2006
    --------------------------
    Vincent Tese


    /s/ Leonard Tow             Director                   May 18, 2006
    --------------------------
    Leonard Tow

































                                     10







                              INDEX TO EXHIBITS

   EXHIBIT
   NUMBER
   -------                       EXHIBIT
                                 -------

     5       Opinion of Victoria D. Salhus

    23.1     Consent of KPMG LLP

    23.2     Consent of Victoria D. Salhus (contained on the Opinion
             filed as Exhibit 5)

     24      Power of Attorney (set forth on the signature page)






































                                     11
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As filed with the Securities and Exchange Commission on May 18, 2006
                            Registration No. 333-

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 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
   (State or other jurisdiction of              11-3415180
   incorporation or organization)               (I.R.S. employer
                                                identification no.)

                             1111 STEWART AVENUE
                          BETHPAGE, NEW YORK 11714
        (Address of principal executive offices, including zip code)

          CABLEVISION SYSTEMS CORPORATION 2006 EMPLOYEE STOCK PLAN
              CABLEVISION SYSTEMS CORPORATION 2006 STOCK PLAN
                         FOR NON-EMPLOYEE DIRECTORS
                          (Full Title of Each Plan)

                             VICTORIA D. SALHUS
         SENIOR VICE PRESIDENT, DEPUTY GENERAL COUNSEL AND SECRETARY
                             1111 STEWART AVENUE
                          BETHPAGE, NEW YORK 11714
                   (Name and address of agent for service)

                               (516) 803-2300
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                             LAURALYN G. BENGEL
                              SCHIFF HARDIN LLP
                              6600 SEARS TOWER
                           CHICAGO, ILLINOIS 60606
                               (312) 258-5500

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

                                                                      Proposed          Proposed
                                                      Amount          maximum            maximum
                                                      to be        offering price       aggregate            Amount of
       Title of Securities to be Registered         registered       per share       offering price      registration fee
       ------------------------------------         ----------       ---------       --------------      ----------------
Cablevision NY Group Class A Common          24,000,000       $20.76(1)       $498,240,000(1)       $53,311.68(1)
       Stock, par value $.01 per share
(1)  Estimated on the basis of $20.76 per share, the average of the
        high and low sales prices of Cablevision NY Group Class A Common
        Stock as reported on the New York Stock Exchange on May 12, 2006
        pursuant to Rule 457(c) and (h) of the Securities Act of 1933.
        Of the Common Stock to be registered, an aggregate of 23,000,000
        shares are issuable under the 2006 Employee Stock Plan and
        1,000,000 shares are issuable under the 2006 Stock Plan for Non-
        Employee Directors.

   (2)  Pursuant to Rule 416 of the Securities Act of 1933, this
        Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Plan pursuant to
        this Registration Statement by reason of any stock dividend,
        stock split, recapitalization or any other similar transaction
        effected without the receipt of consideration which results in an
        increase in the number of the Registrant's outstanding shares of
        Common Stock.

                                      2

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by the Registrant are incorporated
   herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 2005.

        (b)  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 2006.

        (c)  All other reports filed by the Registrant pursuant to
             Section 13(a) or 15(d) of the Securities Exchange Act of
             1934 since the end of 2005.

        (d)  The description of the Registrant's Common Stock contained
             in the Registrant's Registration Statement on Form 8-A12B
             (File No. 001-14764) filed on March 9, 2001 and under the
             caption "Description of Cablevision NY Group Common Stock
             and Rainbow Media Group Tracking Stock" in the definitive
             proxy statement, constituting part of the Registrant's Proxy
             Statement on Schedule 14A (the "Proxy Statement") relating
             to the Class A Common Stock, filed with the Securities and
             Exchange Commission pursuant to Section 14(a) under the
             Securities Exchange Act of 1934 on October 13, 2000.

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment which
   indicates that all securities offered hereby have been sold or which
   deregisters all securities then remaining unsold, shall be deemed to
   be incorporated by reference herein to be a part hereof from the date
   of filing of such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   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'

                                      3

   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) 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 the Registrant's Amended
   and Restated 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 Registrant's By-Laws 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 alleged action in an official capacity as a director,

                                      4

        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 before 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.

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

                                      5

   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 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 the Registrant's Amended and Restated Certificate of
   Incorporation provides for such limitation of liability.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this Registration
   Statement.

   ITEM 9.   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; and

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

   PROVIDED, HOWEVER, that paragraphs (i) and (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

                                      6

   or 15(d) of the Securities Exchange Act of 1934 that are incorporated
   by reference in the registration statement.

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

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

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of the Plan's annual report pursuant to
   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 Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has
   been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Act and will be
   governed by the final adjudication of such issue.

                                      7

                                 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 of the requirements for filing this Registration Statement
   and has duly caused this registration statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in Bethpage, New
   York, on this 18th day of May, 2006.

                                 CABLEVISION SYSTEMS CORPORATION

                                 By: /s/ Michael P. Huseby
                                     --------------------------------
                                         Michael P. Huseby
                                         Executive Vice President and
                                           Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed by the following persons in the
   capacities and on the date indicated.  Each person whose signature
   appears below hereby authorizes Michael P. Huseby, Jonathan D.
   Schwartz and Victoria D. Salhus, and any of them acting individually,
   with power of substitution to file one or more amendments, including
   Post-Effective Amendments, to this Registration Statement, which
   Amendments may make such changes as any of them deems appropriate, and
   each person whose signature appears below, individually and in each
   capacity stated below, hereby appoints Michael P. Huseby, Jonathan D.
   Schwartz and Victoria D. Salhus, and any of them acting individually,
   with full power of substitution, as Attorney-in-Fact to execute his or
   her name and on his or her behalf to file any such Amendments to this
   Registration Statement.

    SIGNATURE                             TITLE                DATE
    ---------                             -----                ----

    /s/ James L. Dolan          Chief Executive Officer,   May 18, 2006
    --------------------------  President and Director
    James L. Dolan              (Principal Executive
                                Officer)

    /s/ Michael P. Huseby       Executive Vice President   May 18, 2006
    --------------------------  and Chief Financial
    Michael P. Huseby           Officer (Principal
                                Financial Officer)

                                      8

    SIGNATURE                             TITLE                DATE
    ---------                             -----                ----

    /s/ Wm. Keith Harper        Senior Vice President      May 18, 2006
    --------------------------  and Controller
    Wm. Keith Harper            (Principal Accounting
                                Officer)

    /s/ Charles F. Dolan        Chairman of the Board of   May 18, 2006
    --------------------------  Directors
    Charles F. Dolan

    /s/ Rand Araskog            Director                   May 18, 2006
    --------------------------
    Rand Araskog

    /s/ Frank Biondi            Director                   May 18, 2006
    --------------------------
    Frank Biondi

    /s/ Marianne Dolan Weber    Director                   May 18, 2006
    --------------------------
    Marianne Dolan Weber

    /s/ Patrick F. Dolan        Director                   May 18, 2006
    --------------------------
    Patrick F. Dolan

    /s/ Charles D. Ferris       Director                   May 18, 2006
    --------------------------
    Charles D. Ferris

    /s/ Richard H. Hochman      Director                   May 18, 2006
    --------------------------
    Richard H. Hochman

    /s/ Victor Oristano         Director                   May 17, 2006
    --------------------------
    Victor Oristano

    /s/ Thomas V. Reifenheiser  Director                   May 17, 2006
    --------------------------
    Thomas V. Reifenheiser

                                      9

    SIGNATURE                             TITLE                DATE
    ---------                             -----                ----

    /s/ John R. Ryan            Director                   May 17, 2006
    --------------------------
    John R. Ryan

    /s/ Brian Sweeney           Director                   May 18, 2006
    --------------------------
    Brian Sweeney

    /s/ Vincent Tese            Director                   May 18, 2006
    --------------------------
    Vincent Tese

    /s/ Leonard Tow             Director                   May 18, 2006
    --------------------------
    Leonard Tow

                                     10

                              INDEX TO EXHIBITS

   EXHIBIT
   NUMBER
   -------                       EXHIBIT
                                 -------

     5       Opinion of Victoria D. Salhus

    23.1     Consent of KPMG LLP

    23.2     Consent of Victoria D. Salhus (contained on the Opinion
             filed as Exhibit 5)

     24      Power of Attorney (set forth on the signature page)

                                     11