MEDIACOM COMMUNICATIONS CORP, S-1/A, 2000-01-13

MEDIACOM COMMUNICATIONS CORP
S-1/A, 2000-01-13
CABLE & OTHER PAY TELEVISION SERVICES

Previous: NEPTUNE SOCIETY INC/FL, 10-12G, 2000-01-13

Next: EBASEONE CORP, S-1/A, 2000-01-13

<PAGE>

As filed with the Securities and Exchange Commission on January 13, 2000
Registration No. 333-90879

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------

Amendment No. 2
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
Mediacom Communications Corporation
(Exact name of registrant as specified in its charter)

Delaware 4841 06-1566067
(Primary Standard (I.R.S. Employer
(State or other Industrial Identification Number)
jurisdiction of Classification Code
incorporation or Number)
organization)
100 Crystal Run Road
Middletown, New York 10941
(914) 695-2600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------
Rocco B. Commisso
Chairman and Chief Executive Officer
Mediacom Communications Corporation
100 Crystal Run Road
Middletown, New York 10941
(914) 695-2600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------
Copies to:
Robert L. Winikoff, Esq. James J. Clark, Esq.
Elliot E. Brecher, Esq. Christopher Cox, Esq.
Cooperman Levitt Winikoff Lester & Cahill Gordon & Reindel
Newman, P.C. 80 Pine Street
800 Third Avenue New York, New York 10005
New York, New York 10022 (212) 701-3000
(212) 688-7000 Fax: (212) 269-5420
Fax: (212) 755-2839
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED JANUARY 13, 2000

20,000,000 Shares

[LOGO OF MEDIACOM]

Mediacom Communications Corporation

Class A Common Stock

---------

Prior to this offering, there has been no public market for our Class A
common stock. The initial public offering price of the Class A common stock is
expected to be between $16.00 and $19.00 per share. We have made application to
list our Class A common stock on The Nasdaq Stock Market's National Market
under the symbol "MCCC."

The underwriters have an option to purchase a maximum of 3,000,000 additional
shares to cover over-allotments of shares.

Following this offering, we will have two classes of common stock, Class A
common stock and Class B common stock. Holders of each class generally have
identical rights, except for differences in voting. Holders of our Class A
common stock have one vote per share, while holders of our Class B common stock
have ten votes per share. After this offering, the holders of our Class B
common stock will have 82.6% of the combined voting power of our common stock.

Investing in the Class A common stock involves risks. See "Risk Factors" on
page 10.

<TABLE>
<CAPTION>
Underwriting
Price Discounts Proceeds
to and to
Public Commissions Mediacom
------ ------------ --------
<S> <C> <C> <C>
Per Share.................................. $ $ $
Total...................................... $ $ $
</TABLE>

Delivery of the shares of Class A common stock will be made on or about
.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Credit Suisse First Boston Salomon Smith Barney Donaldson, Lufkin & Jenrette

Goldman, Sachs & Co. Merrill Lynch & Co.

Chase Securities Inc. CIBC World Markets First Union Securities, Inc.

The date of this prospectus is .
<PAGE>

[Map of the United States marked to indicate location of our cable systems.]

<PAGE>

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary ................. 1
Risk Factors ....................... 10
Forward-Looking Statements ......... 15
Use of Proceeds..................... 16
Dividend Policy..................... 16
Capitalization ..................... 17
Dilution ........................... 19
Completed and Pending Acquisitions.. 20
Unaudited Pro Forma Consolidated
Financial Data..................... 21
Selected Historical Consolidated
Financial and Operating Data....... 33
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 37
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Industry........................... 45
Business........................... 47
Legislation and Regulation......... 64
Management......................... 73
Certain Relationships and Related
Transactions...................... 81
Principal Stockholders............. 85
Description of Certain
Indebtedness...................... 87
Description of Capital Stock....... 91
Shares Eligible for Future Sale.... 94
Underwriters....................... 96
Legal Matters...................... 99
Experts............................ 99
Available Information.............. 100
Index to Financial Statements...... F-1
</TABLE>

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

You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.

Dealer Prospectus Delivery Obligation

Until , 25 days after the commencement of this offering, all dealers
that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealer's obligation to deliver a prospectus when acting as an underwriter
and with respect to unsold allotments or subscriptions.

i
<PAGE>

PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. It may
not contain all the information that is important to you. For a more complete
understanding of this offering, you should read the entire prospectus
carefully, including the risk factors and the financial statements. We were
formed as a Delaware corporation on November 8, 1999, and immediately prior to
this offering will issue shares of our common stock in exchange for all
membership interests in Mediacom LLC. Upon completion of the exchange, Mediacom
LLC will become our subsidiary and will continue to serve as the holding
company for our operating subsidiaries. Unless we tell you otherwise, the
information in this prospectus assumes that Mediacom LLC is our subsidiary,
that the underwriters will not exercise their over-allotment option and that
the Class A common stock being offered will be sold at $17.50 per share, which
is the mid-point of the range set forth on the cover page of this prospectus.

Overview

We are the ninth largest cable operator in the United States, based on
customers served by wholly-owned systems after giving effect to our pending
acquisitions and recently announced industry transactions. Our cable systems
pass approximately 1.1 million homes and serve approximately 744,000 basic
subscribers, including our pending acquisitions. We were founded in July 1995
by Rocco B. Commisso, our Chairman and Chief Executive Officer, to acquire and
develop cable television systems serving principally non-metropolitan markets
of the United States.

We have generated strong internal growth and improved the operating and
financial performance of our systems. These results have been achieved
primarily through the introduction of an expanded array of core cable
television products and services made possible by the rapid upgrade of our
cable network. Assuming all our systems, excluding the Triax and Zylstra
systems, were acquired on January 1, 1997, in 1998 our revenues grew by 13.0%,
EBITDA increased by 31.9% and our internal subscriber growth was 2.5%. Based on
the same assumptions, for the nine months ended September 30, 1999, our
revenues grew by 11.8%, EBITDA increased by 21.6% and our internal subscriber
growth was 1.8%. During these periods, we also experienced significant
increases in operating losses and net losses. For purposes of this prospectus,
EBITDA is operating income (loss) before depreciation and amortization.

We believe that advancements in digital technologies, together with the
explosive growth of the Internet, have positioned the cable industry's high-
speed, interactive, broadband network as the primary platform for the delivery
of video, voice and data services to homes and businesses. We believe that
there is considerable demand in the communities we serve for these products and
services. To capitalize on these opportunities, we are rapidly upgrading our
cable network to provide our customers with an expanded array of broadband
products and services. These include digital cable television, two-way, high-
speed Internet access, interactive video and telephony.

Approximately 73% of our customers are currently served by systems which
have been upgraded to bandwidth capacities of 550MHz to 750MHz, excluding
customers served by the Triax and Zylstra systems. Upon completion of our
upgrade program in December 2002, we anticipate that 91% of our customers,
including the Triax and Zylstra customers, will be served by upgraded systems.
In addition, as a result of plans

1
<PAGE>

to consolidate our signal processing and distribution facilities, or headend
facilities, we anticipate that 92% of our customers will be served by 40
headend facilities allowing us to more economically deliver new broadband
products and services.

Our upgrade program already has enabled us to begin introducing new broadband
products and services. As of December 1999, we offered digital cable services
in systems passing more than 243,000 homes. In addition, through our strategic
relationship with SoftNet Systems, Inc.'s subsidiary, ISP Channel, we have
deployed two-way, high-speed Internet access service in systems passing more
than 177,000 homes as of December 1999.

Business Strategy

Our objective is to become the leading cable operator focused on providing
entertainment, information and telecommunications services in non-metropolitan
markets of the United States. The key elements of our strategy are to:

. Improve the operating and financial performance of our acquired cable
systems;

. Develop efficient operating clusters;

. Rapidly upgrade our cable network;

. Introduce new and enhanced products and services;

. Maximize customer satisfaction to build customer loyalty;

. Acquire underperforming cable systems principally in non-metropolitan
markets; and

. Implement a flexible financing structure.

Recent Developments

In November 1999, we finalized an agreement with SoftNet for the provision
of high-speed Internet access and content services in our cable systems.

In the second half of 1999, we signed four letters of intent to acquire
cable systems serving approximately 21,700 basic subscribers for an aggregate
purchase price of $39.7 million. We expect to complete the acquisitions of
these systems in the first half of 2000, subject to the negotiation of
definitive documentation and the receipt of all necessary regulatory approvals.
On December 28, 1999, we entered into an agreement to acquire the cable
television systems owned by Rapid Communications Partners, L.P. for a purchase
price of $8.0 million. These systems serve approximately 6,300 basic
subscribers. We expect to close this acquisition in the second quarter of 2000,
subject to the receipt of all necessary regulatory approvals.

Principal Executive Offices

Our principal executive offices are located at 100 Crystal Run Road,
Middletown, New York 10941. Our telephone number is (914) 695-2600, and our
website is located at www.mediacomllc.com. The information on our website is
not part of this prospectus.

2
<PAGE>

The Offering

<TABLE>
<S> <C>
Class A common stock offered.......... 20,000,000 shares

Common stock to be outstanding after
this offering........................ 60,977,562 shares of Class A common stock
29,022,438 shares of Class B common stock
90,000,000 shares

Voting rights......................... Holders of each class of our common stock generally
have identical rights, except for differences in
voting. Holders of our Class A common stock have one
vote per share, while holders of our Class B common
stock have ten votes per share. After this offering,
the holders of our Class B common stock will have
82.6% of the combined voting power of our common
stock. Mr. Commisso, through his ownership of our
Class B common stock, will have the power to elect all
of our directors and control stockholder decisions
immediately following this offering.

Proposed Nasdaq National Market
symbol............................... MCCC
</TABLE>

The outstanding shares of common stock excludes 1,971,108 shares of Class A
common stock and 8,148,892 shares of Class B common stock issuable upon the
exercise of stock options to be outstanding upon completion of this offering,
none of which will then be exercisable.

3
<PAGE>

Summary Unaudited Pro Forma Consolidated Financial and Operating Data

The following summary unaudited pro forma consolidated financial and
operating data has been derived from and should be read in conjunction with
"Unaudited Pro Forma Consolidated Financial Data," "Selected Historical
Consolidated Financial and Operating Data" and the historical financial
statements included elsewhere in this prospectus.

<TABLE>
<CAPTION>
Nine Months
Year Ended Ended
December 31, September 30,
1998 1999
---------------- -----------------
(dollars in thousands, except per
share and per subscriber data)
<S> <C> <C>
Statement of Operations Data:
Revenues................................ $ 272,258 $ 218,631
Costs and expenses:
Service costs.......................... 90,928 73,154
Selling, general and administrative
expenses.............................. 51,355 37,504
Management fee expense................. 7,254 6,048
Depreciation and amortization.......... 175,047 145,778
---------------- ----------------
Operating loss.......................... (52,326) (43,853)
Interest expense, net................... 59,855 44,999
Other expenses.......................... 4,058 979
---------------- ----------------
Loss before income taxes................ (116,239) (89,831)
Provision (benefit) for income taxes.... -- --
---------------- ----------------
Net loss from continuing operations..... $ (116,239) $ (89,831)
================ ================
Pro forma basic and diluted net loss per
share(1)............................... $ (1.29) $ (1.00)
Pro forma weighted average common shares
outstanding............................ 90,000,000 90,000,000

Balance Sheet Data (end of period):
Total assets............................ $ 1,232,718
Total debt.............................. 812,475
Total stockholders' equity.............. 374,152
Other Data:
System cash flow(2)..................... $ 129,975 $ 107,973
System cash flow margin(3).............. 47.7% 49.4%
EBITDA(4)............................... $ 122,721 101,925
EBITDA margin(5)........................ 45.1% 46.6%
Net cash flows from operating
activities............................. $ 88,386 $ 54,746
Net cash flows used in investing
activities............................. (93,091) (98,027)
Net cash flows from financing
activities............................. 8,719 46,347

Operating Data (end of period, except
average):
Homes passed(6)......................... 1,051,000 1,069,000
Basic subscribers(7).................... 707,500 716,000
Basic penetration(8).................... 67.3% 67.0%
Premium service units(9)................ 592,850 567,500
Premium penetration(10)................. 83.8% 79.3%
Average monthly revenues per basic
subscriber(11)......................... $34.00

</TABLE>
(notes on following page)

4
<PAGE>

Notes to Summary Unaudited Pro Forma Consolidated Financial and Operating Data

(1) Pro forma basic and diluted loss per share is calculated based on
90,000,000 shares of common stock. The number of shares of common stock
reflects the 40,977,562 Class A shares and 29,022,438 Class B shares
issued to effect the exchange of membership interests of Mediacom LLC and
the 20,000,000 Class A shares that will be issued in this offering as if
these shares were outstanding for all periods presented. The shares issued
to effect the exchange for the membership interests are based upon the
relative ownership percentages of membership interests in Mediacom LLC
immediately prior to the completion of this offering and are based on an
initial public offering price of $17.50 per share.

(2) Represents EBITDA, as defined in note 4 below, before management fee
expense. System cash flow:

. is not intended to be a performance measure that should be regarded as an
alternative either to operating income or net income as an indicator of
operating performance or to the statement of cash flows as a measure of
liquidity;
. is not intended to represent funds available for debt service, dividends,
reinvestment or other discretionary uses; and
. should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles.

System cash flow is included in this prospectus because our management
believes that system cash flow is a meaningful measure of performance
commonly used in the cable television industry and by the investment
community to analyze and compare cable television companies. Our definition
of system cash flow may not be identical to similarly titled measures
reported by other companies.

(3) Represents system cash flow as a percentage of revenues. This measurement
is used by us, and is commonly used in the cable television industry, to
analyze and compare cable television companies on the basis of operating
performance, for the reasons discussed in note 2 above.

(4) Represents operating income (loss) before depreciation and amortization.
EBITDA:

EBITDA is included in this prospectus because our management believes that
EBITDA is a meaningful measure of performance commonly used in the cable
television industry and by the investment community to analyze and compare
cable television companies. Our definition of EBITDA may not be identical
to similarly titled measures reported by other companies.

(5) Represents EBITDA as a percentage of revenues. This measurement is used by
us, and is commonly used in the cable television industry, to analyze and
compare cable television companies on the basis of operating performance,
for the reasons discussed in note 4 above.

(6) Represents the number of single residence homes, apartments and
condominium units passed by the cable distribution network in a cable
system's service area.

(7) Represents subscribers of a cable system who receive a package of over-
the-air broadcast stations, local access channels and/or certain
satellite-delivered cable television services, and who are usually charged
a flat monthly rate for a number of channels.

5
<PAGE>

(8) Represents basic subscribers as a percentage of total number of homes
passed.

(9) Represents the number of subscriptions to premium services. A subscriber
may purchase more than one premium service, each of which is counted as a
separate premium service unit. For the nine months ended
September 30, 1999, premium service units decreased primarily due to the
Disney Channel being moved from a premium service to the basic programming
packages in several of our cable systems.

(10) Represents premium service units as a percentage of total number of basic
subscribers.

(11) Represents average monthly revenues for the period divided by average
monthly basic subscribers for such period. This measurement is commonly
used in the cable television industry to analyze and compare cable
television companies on the basis of operating performance.

6
<PAGE>

Summary Historical Consolidated Financial and Operating Data

The following summary historical consolidated financial and operating data
of Mediacom LLC should be read in conjunction with "Selected Historical
Consolidated Financial and Operating Data," "Management's Discussion and
Analysis of Financial Conditions and Results of Operations" and the historical
consolidated financial statements of Mediacom LLC included elsewhere in this
prospectus.

<TABLE>
<CAPTION>
March 12 Nine Months Ended
Through Year Ended Year Ended September 30,
December 31, December 31, December 31, ---------------------
1996 1997 1998 1998 1999
------------ ------------ ------------ --------- ----------
(Unaudited)
(dollars in thousands, except per share and per subscriber
data)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenues............... $ 5,411 $ 17,634 $ 129,297 $ 94,374 $ 113,230
Costs and expenses:
Service costs......... 1,511 5,547 43,849 32,873 36,571
Selling, general and
administrative
expenses............. 931 2,696 25,596 18,101 21,816
Management fee
expense(1)........... 270 882 5,797 4,340 5,150
Depreciation and
amortization......... 2,157 7,636 65,793 44,338 66,154
-------- -------- ---------- --------- ----------
Operating income
(loss)................ 542 873 (11,738) (5,278) (16,461)
Interest expense,
net(2)................ 1,528 4,829 23,994 17,786 20,577
Other expenses......... 967 640 4,058 3,838 979
-------- -------- ---------- --------- ----------
Net loss............... $ (1,953) $ (4,596) $ (39,790) $ (26,902) $ (38,017)
-------- -------- ---------- --------- ----------
Pro forma provision
(benefit) for income
taxes(3).............. -- --
---------- ----------
Pro forma net loss(4).. $ (39,790) $ (38,017)
========== ==========
Pro forma basic and
diluted net loss per
share(5).............. $ (0.57) $ (0.54)
Pro forma weighted
average common shares
outstanding........... 70,000,000 70,000,000
Balance Sheet Data (end
of period):
Total assets........... $ 46,560 $102,791 $ 451,152 $ 447,666 $ 455,155
Total debt............. 40,529 72,768 337,905 317,398 377,500
Total members' equity.. 4,537 24,441 78,651 91,539 40,634
Other Data:
System cash flow(6).... $ 2,969 $ 9,391 $ 59,852 $ 43,400 $ 54,843
System cash flow
margin(7)............. 54.9% 53.3% 46.3% 46.0% 48.4%
EBITDA(8).............. $ 2,699 $ 8,509 $ 54,055 $ 39,060 $ 49,693
EBITDA margin(9)....... 49.9% 48.3% 41.8% 41.4% 43.9%
Net cash flows from
operating activities.. $ 237 $ 7,007 $ 53,556 $ 47,796 $ 29,795
Net cash flows used in
investing activities.. (45,257) (60,008) (397,085) (372,452) (60,632)
Net cash flows from
financing activities.. 45,416 53,632 344,714 324,597 32,325

Operating Data (end of
period, except
average):
Homes passed(10)....... 38,749 87,750 520,000 512,000 525,000
Basic subscribers(11).. 27,153 64,350 354,000 348,000 358,000
Basic penetration(12).. 70.1% 73.3% 68.1% 68.0% 68.2%
Premium service
units(13)............. 11,691 39,288 407,100 387,100 396,500
Premium
penetration(14)....... 43.1% 61.1% 115.0% 111.2% 110.8%
Average monthly
revenues per basic
subscriber(15)........ $32.14 $35.34

</TABLE>
(notes on following page)

7
<PAGE>

Notes to Summary Historical Consolidated Financial and Operating Data

(1) Represents fees paid to Mediacom Management Corporation for management
services rendered to our operating subsidiaries. Mediacom Management
utilizes these fees to compensate its employees as well as to fund its
corporate overhead. The management agreements with Mediacom Management
were amended effective November 19, 1999 in connection with an amendment
to Mediacom LLC's operating agreement. The amended agreements provide for
management fees equal to 2% of annual gross revenues. Each of the
management agreements will be terminated upon the completion of this
offering. At that time, Mediacom Management's employees will become our
employees and its corporate overhead will become our corporate overhead.
These expenses will be reflected as our corporate expense, which we
estimate will amount to approximately 2% of our annual gross revenues.

(2) Net of interest income. Interest income for the periods presented was not
material.

(3) Represents an income tax provision (benefit) assuming the exchange of
membership interests in Mediacom LLC for shares of our common stock. We
have operating losses for the periods presented and have not reflected any
tax benefit for such losses.

(4) Pro forma net loss does not include a one-time $12.5 million non-
recurring, non-cash charge associated with the amendments to our
management agreements with Mediacom Management, for which additional
membership interests will be issued to an existing member of Mediacom LLC
and one-time $9.3 million and $12.8 million non-recurring, non-cash
compensation charges associated with grants of equity interests by an
existing member of Mediacom LLC to certain members of our management team
for the year ended December 31, 1998 and the nine months ended September
30, 1999. See note 6 of Mediacom LLC's interim financials for further
discussion.

(5) Pro forma basic and diluted loss per share is calculated based on
70,000,000 shares of common stock. The number of shares of common stock
reflects the 40,977,562 Class A shares and 29,022,438 Class B shares
issued to effect the exchange of membership interests of Mediacom LLC as
if these shares were outstanding for all periods presented and excludes
the shares that will be issued in this offering. The shares issued to
effect the exchange for the membership interests are based upon the
relative ownership percentages of membership interests in Mediacom LLC
immediately prior to the completion of the offering and are based on an
initial public offering price of $17.50 per share.

(6) Represents EBITDA, as defined in note 8 below, before management fee
expense. System cash flow:

. is not intended to represent funds available for debt service,
dividends, reinvestment or other discretionary uses; and

. should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles.

(7) Represents system cash flow as a percentage of revenues. This measurement
is used by us, and is commonly used in the cable television industry, to
analyze and compare cable television companies on the basis of operating
performance, for the reasons discussed in note 6 above.

8
<PAGE>

(8) Represents operating income (loss) before depreciation and amortization.
EBITDA:

. is not intended to represent funds available for debt service,
dividends, reinvestment or other discretionary uses; and

. should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles.

EBITDA is included in this prospectus because our management believes that
EBITDA is a meaningful measure of performance commonly used in the cable
television industry and by the investment community to analyze and compare
cable television companies. Our definition of EBITDA may not be identical to
similarly titled measures reported by other companies.

(9) Represents EBITDA as a percentage of revenues. This measurement is used
by us, and is commonly used in the cable television industry, to analyze
and compare cable television companies on the basis of operating
performance, for the reasons discussed in note 8 above.

(10) Represents the number of single residence homes, apartments and
condominium units passed by the cable distribution network in a cable
system's service area.

(11) Represents subscribers of a cable television system who receive a package
of over-the-air broadcast stations, local access channels and/or certain
satellite-delivered cable television services and who are usually charged
a flat monthly rate for a number of channels.

(12) Represents basic subscribers as a percentage of total number of homes
passed.

(13) Represents the number of subscriptions to premium services. A subscriber
may purchase more than one premium service, each of which is counted as a
separate premium service unit. For the nine months ended September 30,
1999, premium service units decreased primarily due to the Disney Channel
being moved from a premium service to the basic programming packages in
several of our cable systems.

(14) Represents premium service units as a percentage of total number of basic
subscribers. This ratio may be greater than 100% if the average basic
subscriber subscribes to more than one premium service unit.

(15) Represents average monthly revenues for the period divided by average
monthly basic subscribers for such period. This measurement is commonly
used in the cable television industry to analyze and compare cable
television companies on the basis of operating performance.

9
<PAGE>

RISK FACTORS

An investment in our Class A common stock involves the following risks. You
should consider carefully these risk factors, as well as the other information
in this prospectus, before you decide to purchase shares of our Class A common
stock.

Our Business

We have a history of net losses and may not be profitable in the future.

We have had a history of net losses and expect to continue to report net
losses for the foreseeable future, which could cause our stock price to decline
and adversely affect our ability to finance our business in the future. We
reported net losses of $4.6 million, $39.8 million and $38.0 million for the
years ended December 31, 1997 and 1998 and the nine months ended September 30,
1999. On a pro forma basis, we had net losses of $116.2 million and $89.8
million for the year ended December 31, 1998 and the nine months ended
September 30, 1999. The principal reasons for our prior and anticipated net
losses include the depreciation and amortization expenses associated with our
acquisitions, the capital expenditures related to expanding and upgrading our
cable systems and interest costs on borrowed money. We expect that we will
continue to incur these expenses at increased levels as a result of our network
upgrade program and our recent and pending acquisitions, which expenses will
result in continued net losses. For additional information, you should read the
discussion under "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources."

We have grown rapidly and have a limited history of operating our current
cable systems, which may make it difficult for you to evaluate our
performance.

We commenced operations in 1996 and have grown rapidly since then,
principally through acquisitions. We acquired a substantial portion of our
operations in early 1998. In addition, our recent acquisitions of the Triax and
Zylstra systems nearly doubled the number of subscribers served by our systems.
As a result, you have limited information upon which to evaluate our
performance in managing our current systems, and our historical financial
information may not be indicative of the future results we can achieve with our
systems.

If we are unable to successfully integrate our newly acquired cable systems,
our growth and profitability could be adversely affected.

Since January 1, 1998, we have completed five acquisitions that comprise
approximately 91% of our current basic subscribers. In addition, we expect to
continue to acquire cable systems as an element of our business strategy. The
successful integration and management of acquired cable systems involve the
following principal risks that could adversely affect our growth and
profitability:

. our acquired systems may result in unexpected operating difficulties,
liabilities or contingencies, which could be significant;

. the integration of acquired systems may place significant demands on our
management, diverting their attention from, and making it more difficult
for them to manage, our other systems;

. the integration of acquired systems may require significant financial
resources that could otherwise be used for the ongoing development of
our other systems, including our network upgrade program;

. we may be unable to recruit additional qualified personnel which may be
required to integrate and manage acquired systems; and

. our existing operational, financial and management systems may be
incompatible with or inadequate to effectively integrate and manage
acquired systems and any steps taken to implement changes in our systems
may not be sufficient.

The loss of key personnel could have a material adverse effect on our
business.

Our success is substantially dependent upon the retention and continued
performance of our key personnel, including Rocco B. Commisso, our Chairman and
Chief Executive Officer. We have not entered into an

10
<PAGE>

employment agreement with Mr. Commisso. If Mr. Commisso or any of our other
key personnel cease to be employed by us for any reason, our business could be
materially adversely affected. In addition, our subsidiary credit facilities
provide that a default will result if Mr. Commisso ceases to be our Chairman
and Chief Executive Officer. We do not currently maintain key man life
insurance on Mr. Commisso.

We have substantial existing debt and may incur substantial additional debt,
which could adversely affect our ability to obtain financing in the future
and require our operating subsidiaries to apply a substantial portion of
their cash flow to debt service.

As of September 30, 1999, we had outstanding total indebtedness of $377.5
million and our net interest expense for the nine months ended September 30,
1999 was $20.6 million. On a pro forma basis, our total indebtedness as of
September 30, 1999 was $812.5 million and our net interest expense for the
nine months ended September 30, 1999 was $45.0 million. This high level of
debt and our debt service obligations could have material consequences,
including:

. we may have limited ability to obtain additional financing for working
capital, capital expenditures, acquisitions and general corporate
purposes in the future;

. our operating subsidiaries will be required to dedicate a substantial
portion of their cash flow from operations to the payment of the
principal of and interest on their debt, thereby reducing funds we have
available for working capital, capital expenditures, acquisitions and
general corporate purposes;

. we may have limited flexibility in planning for, or reacting to, changes
in our business and industry; and

. we may be at a disadvantage when compared to those of our competitors
that have less debt.

We anticipate incurring additional debt in the future to finance
acquisitions and to fund the expansion, maintenance and upgrade of our
systems. If new debt is added to our current debt levels, the related risks
that we now face could intensify.

A default under our indentures or our subsidiary credit facilities could
result in an acceleration of our indebtedness or a foreclosure on the
membership interests of our operating subsidiaries.

The indentures governing our senior notes and the agreements governing our
subsidiary credit facilities contain numerous financial and operating
covenants. The breach of any of these covenants will result in a default under
the applicable indenture or agreement which could result in the indebtedness
under our indentures or agreements becoming immediately due and payable. In
addition, a default under our indentures or our subsidiary credit facilities
could result in a default or acceleration of our other indebtedness with
cross-default provisions and could result in a foreclosure by the lenders
under our subsidiary credit facilities on the membership interests of our
operating subsidiaries that we pledged to secure these facilities.

The terms of our indebtedness could materially limit our financial and
operating flexibility.

Several of the covenants contained in our indentures and our subsidiary
credit facilities could materially limit our financial and operating
flexibility by restricting, among other things, our ability and the ability of
our operating subsidiaries to:

. incur additional indebtedness;

. create liens and other encumbrances;

. pay dividends and make other payments, investment, loans and guarantees;

. enter into transactions with related parties;

. sell or otherwise dispose of assets and merge or consolidate with
another entity;

. repurchase or redeem capital stock or debt;

. pledge assets; and

. issue capital stock.

11
<PAGE>

We may not be able to obtain additional capital to continue the development
of our business.

Our business requires substantial capital for the upgrade, expansion and
maintenance of our cable systems. We may not be able to obtain the funds
necessary to finance our capital improvement program through internally
generated funds, additional borrowings or other sources. If we are unable to
obtain these funds, our growth could be adversely affected.

If we are unsuccessful in implementing our growth strategy, our profitability
could be adversely affected.

We expect that a substantial portion of our future growth will be achieved
through revenues from new products and services and the acquisition of
additional cable systems. We may not be able to offer these new products and
services successfully to our customers and these new products and services may
not generate adequate revenues. In addition, our acquisition strategy may not
be successful. In the past year, the cable television industry has undergone
dramatic consolidation, which has reduced the number of future acquisition
prospects. This consolidation may increase the purchase price of future
acquisitions, and we may not be successful in identifying attractive
acquisition targets or obtaining the financing necessary to complete
acquisitions in the future.

Our construction costs may increase significantly, which could adversely
affect our growth and profitability.

The expansion and upgrade of our cable systems require us to hire and enter
into construction agreements with contractors. The growth and consolidation of
the cable television industry has created an increasing demand for cable
construction services, which has increased the costs of these services. Our
construction costs may increase significantly over the next few years as
existing agreements expire and we negotiate new agreements. In addition, we
may not be able to construct new cable systems or expand or upgrade existing
or acquired systems in a timely manner or at a reasonable cost, which may
adversely affect our growth and profitability.

Our programming costs are substantial and may increase, which could result in
a decrease in profitability if we are unable to pass increases on to our
customers.

In recent years, the cable television industry has experienced a rapid
escalation in the cost of programming, particularly sports programming. The
escalation in programming costs may continue, and we may not be able to pass
programming cost increases on to our customers. In addition, as we upgrade the
number of channels that we provide to our customers and add programming to our
basic and expanded basic programming tiers, we may face additional market
constraints on our ability to pass programming costs on to our customers. The
inability to pass these cost increases on to our customers could adversely
affect our profitability.

Our Chairman and Chief Executive Officer has the ability to control all major
corporate decisions, which could inhibit or prevent a change of control or
change in management.

Following this offering, Rocco B. Commisso, our Chairman and Chief
Executive Officer, will beneficially own all of our Class B common stock,
representing 82.6% of the combined voting power of our common stock. As a
result, Mr. Commisso will generally have the ability to control the outcome of
all matters requiring stockholder approval, including the election of our
entire board of directors, the approval of any merger or consolidation
involving us and the sale of all or substantially all of our assets. If a
change of control or change in management is delayed or prevented by Mr.
Commisso, the market price of our Class A common stock could be adversely
affected or holders may not receive a change of control premium over the then-
current market price of our Class A common stock. In addition, the covenants
contained in our subsidiary credit facilities provide that a default will
result if Mr. Commisso, together with one or more of our employees, ceases to
own at least 50.1% of the combined voting power of our common stock on a
fully-diluted basis.

12
<PAGE>

System failures or miscalculations attributable to the Year 2000 issue could
disrupt our future operations.

The Year 2000 issue is the result of computer programs only being able to
use two digits rather than four to define a given year. Thus, date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. We believe that we have adequately addressed the Year 2000 issue, having
experienced no failures or disruptions in our internal operating systems to
our products and services or in those of our third party vendors or suppliers
either on or after January 1, 2000 to the date of this prospectus. However, it
is possible that future failures or disruptions stemming from Year 2000 issues
may yet result in our inability to process transactions, send invoices, accept
customer orders or timely provide customers with products and services.

We have been threatened with legal action unless we cease using the term
"Mediacom" in our business.

We have received notice from a third party alleging that our use of the
term "Mediacom" in connection with our business infringes their federally
registered trademark. A subsequent notice from this third party has threatened
legal action unless we immediately cease using the "Mediacom" mark. If we are
found to have infringed the proprietary rights of this or other third parties
with respect to our use of the "Mediacom" mark or variations thereof, we could
be enjoined from using the "Mediacom" mark in connection with our business and
be required to pay material monetary damages.

Our Industry

We may not be able to compete effectively in the highly competitive cable
industry.

Our industry is highly competitive. The nature and level of the competition
we face affects, among other things, how much we must spend to upgrade our
cable systems, how much we must spend on marketing and promotions and the
prices we can charge our customers. We may not have the resources necessary to
compete effectively. Many of our present and potential competitors may have
fewer regulatory burdens, substantially greater resources, greater brand name
recognition and long-standing relationships with regulatory authorities. We
expect advancements in communications technology, as well as changes in the
marketplace, to occur in the future which may compete with services that our
cable systems offer. The success of these ongoing and future developments
could have an adverse impact on our business and operations.

Continued growth of direct broadcast satellite operators could adversely
affect our growth and profitability.

Direct broadcast satellite operators have grown at a rate far exceeding the
cable television industry growth rate and have emerged as a significant
competitor to cable operators. Direct broadcast satellite service consists of
television programming transmitted via high-powered satellites to individual
homes, each served by a small satellite dish. The continued growth of direct
broadcast satellite operators may adversely affect our growth and
profitability. Legislation permitting direct broadcast satellite operators to
transmit local broadcast signals was enacted on November 29, 1999. This
eliminates a significant competitive advantage which cable system operators
have had over direct broadcast satellite operators. Direct broadcast satellite
operators have begun delivering local broadcast signals in the largest markets
and there are plans to expand such carriage to many more markets over the next
year.

Recent changes in the regulatory environment may introduce additional
competitors in our markets.

Recent changes in federal law and recent administrative and judicial
decisions have removed restrictions that have limited entry into the cable
television industry by potential competitors such as telephone companies and
registered utility holding companies. As a result, competition may materialize
in our franchise areas from other cable television operators, other video
programming distribution systems and other broadband telecommunications
services to the home. For example, these developments will enable local
telephone and utility companies to provide a wide variety of video services in
their service areas which will be directly competitive with the services
provided by cable television systems in the same area.

13
<PAGE>

Our franchises are non-exclusive and local franchising authorities may grant
competing franchises in our markets.

Our cable systems are operated under non-exclusive franchises granted by
local franchising authorities. As a result, competing operators of cable
systems and other potential competitors, such as municipal utility providers,
may be granted franchises and may build cable systems in markets where we hold
franchises. Any such competition could adversely affect our business. The
existence of multiple cable systems in the same geographic area is generally
referred to as an overbuild. We currently face overbuilds in a limited number
of our markets.

We may be required to provide access to our networks to other Internet
service providers, which could significantly increase our competition and
adversely affect our ability to provide new products and services.

The U.S. Congress and the Federal Communications Commission have been asked
to require cable operators to provide access over their cable systems to other
Internet service providers. If we are required to provide open access, it
could prohibit us from entering into or limit our existing agreements with
Internet service providers, adversely impact our anticipated revenues from
high-speed Internet access services and complicate marketing and technical
issues associated with the introduction of these services. To date, the U.S.
Congress and the Federal Communications Commission have declined to impose
these requirements. This same open access issue is also being considered by
some local franchising authorities and several courts. Franchise renewals and
transfers could become more difficult depending upon the outcome of this
issue.

Our franchises are subject to non-renewal or termination by local
authorities, which could cause us to lose our right to operate some of our
systems.

Cable television companies operate under non-exclusive franchises granted
by local authorities that are subject to renewal, renegotiation and
termination from time to time. Our cable systems are dependent upon the
retention and renewal of their respective local franchises. We may not be able
to retain or renew our franchises and any renewals may not be on terms
favorable to us. The non-renewal or termination of franchises with respect to
a significant portion of any of our cable systems would have a material
adverse effect on our business.

This Offering

Existing stockholders may sell their common stock after this offering, which
could adversely affect the market price of the Class A common stock.

Sales of a substantial number of shares of our common stock, or the
perception that sales could occur, could adversely affect the market price for
shares of our Class A common stock by causing the amount of our common stock
available for sale to exceed the demand for our common stock. These sales
could also make it more difficult for us to sell equity securities in the
future at a time and price we deem appropriate. After this offering, we will
have outstanding 60,977,562 shares of Class A common stock and 29,022,438
shares of Class B common stock. Approximately 40,977,562 shares of Class A
common stock and all shares of Class B common stock, in the aggregate
representing 77.8% of our outstanding common stock upon completion of this
offering, will be restricted securities under the Securities Act of 1933.
These securities will be subject to restrictions on the timing, manner and
volume of sales of the restricted shares. However, each of Rocco B. Commisso,
our Chairman and Chief Executive Officer, Morris Communications Corporation,
CB Capital Investors, LLC, Chase Manhattan Capital, LLC, U.S. Investor, Inc.,
Private Market Fund and our less than 5% stockholders, will have rights to
require us to register their shares beginning 180 days after the completion of
this offering.

14
<PAGE>

FORWARD-LOOKING STATEMENTS

Some of the information in this prospectus contains forward-looking
statements. You can identify these statements by forward-looking words such as
"may," "will," "expect," "plan," "intend," "anticipate," "believe," "estimate"
and "continue" or similar words. You should read statements that contain these
words carefully because they:

. discuss our future expectations;

. contain projections of our future results of operations or of our
financial condition; or

. state other forward-looking information.

We believe it is important to communicate our expectations to our investors.
However, forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any results, performance or
achievements expressed or implied by any forward-looking statements. These
factors include, among other things, those listed under "Risk Factors" and
elsewhere in this prospectus. Although we believe that the expectations
reflected in our forward-looking statements are reasonable, we cannot assure
you of future results, performance or achievements.

15
<PAGE>

USE OF PROCEEDS

We estimate that the net proceeds from the sale of our Class A common stock
in this offering, after deducting the estimated underwriting discounts,
commissions and offering expenses payable by us, will be approximately $327.1
million, or approximately $376.6 million if the underwriters' over-allotment
option is exercised in full. We intend to use all of the net proceeds of this
offering to repay indebtedness outstanding under our subsidiary credit
facilities.

As of January 10, 2000, we had $816.0 million of indebtedness outstanding
under our subsidiary credit facilities. These facilities, which have final
maturities ranging from March 2008 to December 2008, are subject to earlier
repayment on dates ranging from June 2007 to December 2007 if we do not
refinance our 8 1/2% senior notes prior to March 31, 2007. Weighted interest
rates for loans outstanding under our subsidiary credit facilities was 8.0% as
of January 10, 2000. Borrowings under our subsidiary credit facilities were
used to refinance prior indebtedness and to fund our acquisitions of the Triax
and Zylstra systems. You should read the discussion under "Description of
Certain Indebtedness--Credit Facilities" for additional information about our
subsidiary credit facilities.

DIVIDEND POLICY

We have never paid or declared cash dividends on our common stock and
currently intend to retain any future earnings for the development of our
business. Therefore, we do not currently anticipate paying any cash dividends
in the forseeable future. In addition, our subsidiary credit facilities
restrict the ability of our subsidiaries to pay dividends. Our future dividend
policy is within the discretion of our board of directors and will depend upon
various factors, including our results of operations, financial condition,
capital requirements and investment opportunities.

16
<PAGE>

CAPITALIZATION

The following table sets forth as of September 30, 1999, on a consolidated
basis:

. the historical capitalization of Mediacom LLC;

. the pro forma capitalization of Mediacom LLC to reflect:

-- the repayment of an unsecured senior subordinated note in the
original amount of $2.8 million and accrued interest,

-- the $10.5 million equity contribution made by the members of
Mediacom LLC in connection with the acquisition of the Triax systems
in November 1999,

-- borrowings of $762.1 million under our subsidiary credit facilities
to finance the acquisitions of the Triax and Zylstra systems and the
related write-off of unamortized financing fees from our former
subsidiary credit facilities,

-- a one-time $12.5 million non-recurring, non-cash charge associated
with amendments to our management agreements with Mediacom
Management, for which additional membership interests will be issued
to an existing member of Mediacom LLC, and

-- a one-time $12.8 million non-recurring, non-cash compensation charge
and the effect to deferred compensation of $11.8 million associated
with a grant of equity interests, based on an initial public
offering price of $17.50 per share, by an existing member of
Mediacom LLC to certain members of our management team as further
discussed in note 6 of Mediacom LLC's interim financials; and

. our pro forma as adjusted capitalization to reflect:

-- the exchange of membership interests in Mediacom LLC for shares of
our common stock,

-- a one-time $1.9 million non-recurring, non-cash charge to equity to
record a net deferred tax liability as of September 30, 1999 that
will be recognized upon the exchange of membership interests in
Mediacom LLC for shares of our common stock, and

-- the issuance and sale of our Class A common stock in this offering
at an initial public offering price of $17.50 per share and the
application of the net proceeds from the sale to repay $327.1
million of indebtedness outstanding under our subsidiary credit
facilities.

17
<PAGE>

The table below should be read in conjunction with the historical
consolidated financial statements of Mediacom LLC included elsewhere in this
prospectus. For additional information, see "Unaudited Pro Forma Consolidated
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources" and "Description of
Certain Indebtedness."

<TABLE>
<CAPTION>
As of September 30, 1999
-----------------------------------
Mediacom
Communications
Mediacom LLC Corporation
-------------------- --------------
Pro Forma
Historical Pro Forma As Adjusted
---------- --------- --------------
(dollars in millions)
<S> <C> <C> <C>
Cash and cash equivalents.................. $ 3.7 $ 4.6 $ 4.6
====== ======== ========
Total debt:
7 7/8% senior notes...................... $200.0 $ 200.0 $ 200.0
8 1/2% senior notes...................... 125.0 125.0 125.0
Subsidiary credit facilities(1).......... 52.5 814.6 487.5
------ -------- --------
Total debt............................. 377.5 1,139.6 812.5
Total members' equity...................... 40.6 49.0 --
Stockholders' equity:
Class A common stock, par value $0.01,
300,000,000 shares
authorized, and 60,977,562 shares issued
and outstanding......................... 0.6
Class B common stock, par value $0.01,
100,000,000 shares
authorized, and 29,022,438 shares issued
and outstanding......................... 0.3
Additional paid-in capital............... 487.0
Accumulated deficit...................... (113.8)
--------
Total stockholders' equity............. 374.1
------ -------- --------
Total capitalization................. $418.1 $1,188.6 $1,186.6
====== ======== ========
</TABLE>
- ---------------------

(1) After completion of this offering, we will have approximately $612 million
of unused credit commitments under our subsidiary credit facilities.

18
<PAGE>

DILUTION

The difference between the initial public offering price per share of our
Class A common stock and the pro forma net tangible book value per share of our
Class A and Class B common stock after this offering constitutes the dilution
to investors in this offering. Net tangible book value per share is determined
by subtracting our total liabilities from the total book value of our tangible
assets and dividing the difference by the number of shares of our Class A and
Class B common stock deemed to be outstanding on the date total book value is
determined.

As of September 30, 1999, our net tangible deficit was $554.6 million, or
$7.92 per share of common stock, after giving effect to the transactions
described under "Capitalization," excluding this offering. After giving effect
to the sale of 20,000,000 shares of our Class A common stock at an initial
public offering price of $17.50 per share, and the deduction of estimated
underwriting discounts, commissions and offering expenses, our pro forma net
tangible deficit as of September 30, 1999 would have been a deficit of $229.5
million, or $2.55 per share of common stock. This represents an immediate
increase in our net tangible deficit of $5.37 per share to current stockholders
and an immediate dilution of $20.05 per share to new investors purchasing our
Class A common stock. The following table illustrates the foregoing information
as of September 30, 1999 with respect to dilution to new investors:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share.......... $17.50
Pro forma net tangible deficit per share before this
offering.............................................. $(7.92)
Increase per share attributable to this offering....... 5.37
------
Pro forma net tangible deficit per share after this
offering................................................ (2.55)
------
Dilution per share to new investors...................... $20.05
======
</TABLE>

The following table sets forth as of September 30, 1999, information with
respect to our existing stockholders and new investors, after giving effect to
the exchange of membership interests of Mediacom LLC for shares of our common
stock:

<TABLE>
<CAPTION>
Average
Shares Purchased Total Consideration Price
------------------ -------------------- Per
Number Percent Amount Percent Share
---------- ------- ------------ ------- -------
<S> <C> <C> <C> <C> <C>
Existing stockholders...... 70,000,000 77.8% $135,490,000 27.9% $1.94
New investors.............. 20,000,000 22.2 350,000,000 72.1 17.50
---------- ----- ------------ -----
Total.................... 90,000,000 100.0% $485,490,000 100.0%
========== ===== ============ =====
</TABLE>

To the extent that shares of our common stock are issued in connection with
the stock option arrangements, there will be further dilution to new investors.

19
<PAGE>

COMPLETED AND PENDING ACQUISITIONS

Completed Acquisitions

Since commencement of our operations in March 1996, we have completed 11
acquisitions of cable systems. The table below summarizes information related
to our completed acquisitions of cable systems in chronological order. The
systems were purchased from the named party identified in the Predecessor Owner
column or from one or more of its related parties or its controlling or
managing operator. The dollar amount set forth in the Purchase Price column
represents the final purchase price before closing costs and adjustments.

<TABLE>
<CAPTION>
Basic
Subscribers
as of
Location of Acquisition Purchase Price September 30,
Systems Predecessor Owner Date (in millions) 1999
- ------------------ ----------------------------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Ridgecrest, CA Benchmark Communications March 1996 $ 18.8 9,300
Kern Valley, CA Booth American Company June 1996 11.0 6,000
Nogales, AZ Saguaro Cable TV Investors, L.P. December 1996 11.4 7,900
Valley Center, CA Valley Center Cable Systems, L.P. December 1996 2.5 1,950
Dagsboro, DE American Cable TV Investors 5, Ltd. June 1997 42.6 32,300
Sun City, CA Cox Communications, Inc. September 1997 11.5 9,950
Clearlake, CA Jones Intercable, Inc. January 1998 21.4 18,200
Various States Cablevision Systems Corporation January 1998 308.2 268,350
Caruthersville, MO Cablevision Systems Corporation October 1998 5.0 4,050
Various States Zylstra Communications Corporation October 1999 19.5 14,000
Various States Triax Midwest Associates, L.P. November 1999 740.1 344,000
-------- -------
$1,192.0 716,000
======== =======
</TABLE>

Pending Acquisitions

In the second half of 1999, we signed four letters of intent to acquire
cable systems serving approximately 21,700 basic subscribers for an aggregate
purchase price of $39.7 million. These cable systems are in close proximity to
our systems, thereby complementing our operating clusters. We expect to
complete the acquisitions of these systems in the first half of 2000, subject
to the negotiation of definitive documentation and the receipt of all necessary
regulatory approvals. On December 28, 1999, we entered into an agreement to
acquire the cable television systems owned by Rapid Communications Partners,
L.P. for a purchase price of $8.0 million. These systems serve approximately
6,300 basic subscribers. We expect to complete this acquisition in the second
quarter of 2000, subject to the receipt of all necessary regulatory approvals.

20
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The following unaudited pro forma consolidated financial data as of and for
the nine months ended September 30, 1999 and for the year ended December 31,
1998 are based on the historical consolidated financial statements of Mediacom
LLC, as adjusted to illustrate the estimated effects of the following
transactions as if each transaction had occurred on January 1, 1998 for the
statement of operations data and on September 30, 1999 for the balance sheet
data:

. our acquisitions of cable systems described under "Completed and Pending
Transactions" that were completed in 1998 and the incurrence of
indebtedness arising from the acquisitions under our former subsidiary
credit facilities;

. the issuance and sale of our 8 1/2% senior notes on April 1, 1998 and
the application of $194.5 million of net proceeds from the sale to repay
outstanding indebtedness under our former subsidiary credit facilities;

. the issuance and sale of our 7 7/8% senior notes on February 26, 1999
and the application of $121.9 million of net proceeds from the sale to
repay outstanding indebtedness under our former subsidiary credit
facilities;

. the repayment of an unsecured senior subordinated note in the original
amount of $2.8 million and accrued interest;

. the establishment of our current subsidiary credit facilities and the
repayment of all outstanding indebtedness under our former subsidiary
credit facilities;

. the $10.5 million equity contribution made by members of Mediacom LLC in
connection with the acquisition of the Triax systems in November 1999;

. our acquisitions of cable systems described under "Completed and Pending
Transactions" that were completed in 1999 and the incurrence of
indebtedness arising from the acquisitions under our current subsidiary
credit facilities;

. a one-time $12.5 million non-recurring, non-cash charge associated with
amendments to our management agreements with Mediacom Management, for
which additional membership interests will be issued to an existing
member of Mediacom LLC;

. a one-time $12.8 million non-recurring, non-cash compensation charge and
the effect to deferred compensation of $11.8 million associated with a
grant of equity interests, based on an initial public offering price of
$17.50 per share, by an existing member of Mediacom LLC to certain
members of our management team as further discussed in note 6 of
Mediacom LLC's interim financials;

. the exchange of membership interests in Mediacom LLC for shares of our
common stock;

. the effect to management fee expense as a result of amending the
management agreements with Mediacom Management;

. a one-time $1.9 million non-recurring, non-cash charge to equity to
record a net deferred tax liability as of September 30, 1999 that will
be recognized upon the exchange of membership interests in Mediacom LLC
for shares of our common stock;

. the reclassification of management fee expense to corporate expense due
to the termination of our management agreements with Mediacom
Management; and

. the issuance and sale of our Class A common stock in this offering at an
initial public offering price of $17.50 per share and the application of
the net proceeds from the sale to repay $327.1 million of outstanding
indebtedness under our subsidiary credit facilities.

The unaudited pro forma consolidated financial data give effect to the
acquisitions of our cable systems under the purchase method of accounting. The
purchase price allocation among property, plant and equipment, intangible
assets, other assets and liabilities of the Triax and Zylstra systems is
preliminary and will be completed upon receipt of appraisal reports. We do not
believe that the adjustment resulting from the final allocation of the purchase
price will be material.

21
<PAGE>

The unaudited pro forma consolidated financial data do not purport to
represent what our results of operations or financial condition would actually
have been had the transactions described above occurred on the dates indicated
or to project our results of operations or financial condition for any future
period or date. You should read the historical consolidated financial
statements of Mediacom LLC and U.S. Cable Television Group, L.P. and the
historical financial statements of Triax, appearing elsewhere in this
prospectus.

Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 1999
(dollars in thousands, except per share data)

<TABLE>
<CAPTION>
Mediacom LLC Triax Zylstra Acquisition Other Offering
(historical) (historical) (historical) Adjustments Adjustments Subtotal Adjustments
------------ ----------- ------------ ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of
Operations Data:
Revenues............ $113,230 $ 101,654 $3,747 $ -- $ -- $ 218,631 $ --
Costs and expenses:
Service costs....... 36,571 34,925 1,658 -- -- 73,154 --
Selling, general
and administrative
expenses........... 21,816 15,038 650 -- -- 37,504 --
Management fee
expense............ 5,150 3,331 452 (2,885)(e) 6,048 --
Depreciation and
amortization....... 66,154 54,111 409 25,104 (b) -- 145,778 --
-------- --------- ------ -------- ------ --------- --------
Operating (loss)
income............. (16,461) (5,751) 578 (25,104) 2,885 (43,853) --
Interest expense
(income), net...... 20,577 24,941 (41) 19,502 (c) -- 64,979 (19,980)(f)
Other expenses
(income)........... 979 -- (36) 36 (d) -- 979 --
-------- --------- ------ -------- ------ ---------
Provision (benefit)
for income taxes... -- (g)
--------
Net (loss) income
from continuing
operations......... $(38,017) $ (30,692) $ 655 $(44,642) $2,885 $(109,811) $ 19,980
======== ========= ====== ======== ====== ========= ========
Pro forma basic and
diluted net loss
per share(a).......
Pro forma weighted
average
common shares outstanding..
<CAPTION>
Total
-----------
<S> <C>
Statement of
Operations Data:
Revenues............ $ 218,631
Costs and expenses:
Service costs....... 73,154
Selling, general
and administrative
expenses........... 37,504
Management fee
expense............ 6,048
Depreciation and
amortization....... 145,778
-----------
Operating (loss)
income............. (43,853)
Interest expense
(income), net...... 44,999
Other expenses
(income)........... 979
Provision (benefit)
for income taxes... --
-----------
Net (loss) income
from continuing
operations......... $ (89,831)
===========
Pro forma basic and
diluted net loss
per share(a)....... $ (1.00)
Pro forma weighted
average
common shares outstanding..90,000,000
</TABLE>

See accompanying notes to unaudited pro forma consolidated statement of
operations.

22
<PAGE>

Notes to Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 1999
(dollars in thousands, except per share data)

For purposes of determining the pro forma effects of the transactions
described above on the historical consolidated statement of operations of
Mediacom LLC for the nine months ended September 30, 1999, the following
adjustments have been made:

(a) Pro forma basic and diluted loss per share is calculated based on
90,000,000 shares of common stock. The number of shares of common
stock reflects the 40,977,562 Class A shares and 29,022,438 Class B
shares issued to effect the exchange of membership interests of
Mediacom LLC and the 20,000,000 Class A shares that will be issued in
this offering. Upon completion of this offering, options to purchase
our common stock will be issued to certain employees with an exercise
price equal to the initial public offering price. Accordingly, these
stock options have no effect on the pro forma loss per share amounts.

No adjustment has been made to the unaudited pro forma consolidated
statement of operations for a one-time $12,837 non-recurring, non-cash
compensation charge associated with a grant of vested and non-
forfeitable equity interests, based on an initial public offering price
of $17.50 per share, by an existing member of Mediacom LLC to certain
members of our management team as further discussed in note 6 of
Mediacom LLC's interim financials.

(b) Represents increase to historical depreciation and amortization
expense as a result of a preliminary allocation of the Triax and
Zylstra purchase price and other costs:

<TABLE>
<CAPTION>
Estimated Asset Pro Forma
Triax and Zylstra Fair Values Life Expense
----------------- ----------- ----- ---------
<S> <C> <C> <C>
Property, plant and equipment................ $297,558 7 $ 42,508
Franchise costs.............................. 227,964 15 15,198
Subscriber lists............................. 236,990 5 47,398
Deferred financing costs..................... 6,800 8.5 800
Other acquisition costs...................... 3,900 15 260
--------
Annualized pro forma depreciation and
amortization (A)............................ 106,164
Pro forma depreciation and amortization--
Nine months ended September 30, 1999
(A multiplied by 75%)....................... 79,624
Historical--Triax and Zylstra................ (54,520)
--------
Increase to depreciation and amortization.... $ 25,104
========
</TABLE>

(c) Represents increase to interest expense due to incremental
indebtedness arising from our acquisitions of the Triax and Zylstra
systems and our 7 7/8% senior note offering and decrease to interest
expense arising from our repayment of the unsecured senior
subordinated note in the original amount of $2,800 and accrued
interest. An 1/8% change in the interest rates will increase or
decrease the interest expense per annum by $956 after adjusting for
interest rate swap agreements. Historical interest expense of Triax
and Zylstra has been eliminated, as we have not assumed their debt
obligations.

<TABLE>
<CAPTION>
Interest Pro Forma
Principal Rate Expense
--------- -------- ---------
<S> <C> <C> <C>
Subsidiary credit facilities............... $814,550 7.34% $59,788
8 1/2% senior notes........................ 200,000 8.50 17,000
7 7/8% senior notes........................ 125,000 7.88 9,850
-------
Pro forma interest expense (A)............. 86,638
Pro forma interest expense--Nine months
ended September 30, 1999 (A multiplied by
75%)...................................... 64,979
Historical interest expense................ (45,477)
-------
Increase to interest expense............... $19,502
=======
</TABLE>

23
<PAGE>

(d) Represents elimination of other income of Zylstra.

(e) The management agreements with Mediacom Management were amended
effective November 19, 1999 in connection with an amendment to
Mediacom LLC's operating agreement. The amended agreements provide for
management fees equal to 2% of annual gross revenues. No adjustment
has been made to the unaudited pro forma consolidated statement of
operations for a one-time $12,500 non-recurring, non-cash charge
associated with the amendments to the management agreements with
Mediacom Management, for which additional membership interests will be
issued to an existing member of Mediacom LLC. We have not adjusted
management fee expense for the Triax and Zylstra systems.

<TABLE>
<S> <C>
Mediacom LLC revenues.......................................... $113,230
2% of revenues................................................. 2,265
Historical Mediacom LLC management fees........................ (5,150)
--------
Decrease to management fee expense............................. $ (2,885)
========
</TABLE>

(f) Represents decrease to interest expense arising from the repayment of
$327,075 of outstanding indebtedness under our subsidiary credit
facilities with the net proceeds of this offering. An 1/8% change in
the interest rates will increase or decrease the interest expense per
annum by $547 after adjusting for interest rate swap agreements.

<TABLE>
<CAPTION>
Interest Pro Forma
Principal Rate Expense
--------- -------- ---------
<S> <C> <C> <C>
Subsidiary credit facilities................ $487,475 6.80% $ 33,148
8 1/2% senior notes......................... 200,000 8.50 17,000
7 7/8% senior notes......................... 125,000 7.88 9,850
--------
Pro forma interest expense after
offering (A)............................... 59,998
Pro forma interest expense after offering--
Nine months ended September 30, 1999 (A
multiplied by 75%)......................... 44,999
Pro forma interest expense prior to
offering................................... (64,979)
--------
Decrease to interest expense................ $(19,980)
========
</TABLE>

(g) No provision has been made in the unaudited pro forma consolidated
statement of operations for federal, state or local income taxes
because Mediacom LLC is a limited liability company and its members
are required to report their share of income or loss in their
respective income tax returns. After the completion of this offering
and the exchange of membership interests in Mediacom LLC for shares of
our common stock, our results will be included in our corporate tax
returns. However, due to our pro forma consolidated net loss, no
income tax benefit has been reflected.

24
<PAGE>

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 1998
(dollars in thousands, except per share data)

<TABLE>
<CAPTION>
Mediacom LLC Triax Zylstra Acquisition Other
(historical) Adjustments Subtotal (historical) (historical) Adjustments Adjustments
------------ ----------- -------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of
Operations Data:
Revenues........ $129,297 $ 6,888 (b) $136,185 $119,669 $4,970 $ 11,434 (e) $ --
Costs and
expenses:
Service costs... 43,849 2,803 (b) 46,652 38,496 1,883 3,897 (e) --
Selling, general
and
administrative
expenses....... 25,596 2,274 (b) 27,870 20,846 747 1,892 (e) --
Management fee
expense........ 5,797 7 (b) 5,804 4,048 482 -- (3,080)(h)
Depreciation and
amortization... 65,793 3,090 (c) 68,883 65,391 279 40,494 (f) --
-------- ------- -------- -------- ------ -------- ------
Operating (loss)
income......... (11,738) (1,286) (13,024) (9,112) 1,579 (34,849) 3,080
Interest expense
(income), net.. 23,994 2,769 (d) 26,763 29,358 (51) 32,989 (g) --
Other expenses.. 4,058 -- 4,058 -- -- -- --
-------- ------- -------- -------- ------ -------- ------
Provision
(benefit)
for income
taxes..........
Net (loss)
income......... $(39,790) $(4,055) $(43,845) $(38,470) $1,630 $(67,838) $3,080
======== ======= ======== ======== ====== ======== ======
Pro forma basic
and diluted net
loss per
share(a).......
Pro forma
weighted
average of
common shares
outstanding....
<CAPTION>
Offering
Subtotal Adjustments Total
---------- ------------- -----------
<S> <C> <C> <C>
Statement of
Operations Data:
Revenues........ $ 272,258 $ -- $ 272,258
Costs and
expenses:
Service costs... 90,928 -- 90,928
Selling, general
and
administrative
expenses....... 51,355 -- 51,355
Management fee
expense........ 7,254 -- 7,254
Depreciation and
amortization... 175,047 -- 175,047
---------- ------------- -----------
Operating (loss)
income......... (52,326) -- (52,326)
Interest expense
(income), net.. 89,059 (29,204)(i) 59,855
Other expenses.. 4,058 -- 4,058
----------
Provision
(benefit)
for income
taxes.......... -- (j) --
------------- -----------
Net (loss)
income......... $(145,443) $29,204 $ (116,239)
========== ============= ===========
Pro forma basic
and diluted net
loss per
share(a)....... $ (1.29)
Pro forma
weighted
average of
common shares
outstanding.... 90,000,000
</TABLE>

See accompanying notes to unaudited pro forma consolidated statement of
operations.

25
<PAGE>

Notes to Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 1998
(dollars in thousands, except per share data)

For purposes of determining the pro forma effects of the transactions
described above on the historical consolidated statement of operations of
Mediacom LLC for the year ended December 31, 1998, the following adjustments
have been made:

(a) Pro forma basic and diluted loss per share is calculated based on
90,000,000 shares of common stock. The number of shares of common
stock reflects the 40,977,562 Class A shares and 29,022,438 Class B
shares issued to effect the exchange of membership interests of
Mediacom LLC and the 20,000,000 Class A shares that will be issued in
this offering. Upon completion of this offering, options to purchase
our common stock will be issued to certain employees with an exercise
price equal to the public offering price. Accordingly, these stock
options have no effect on the pro forma loss per share amounts.

No adjustment has been made to the unaudited pro forma consolidated
statement of operations for a one-time $9,302 non-recurring, non-cash
compensation charge associated with a grant of vested and non-
forfeitable equity interests, based on an initial public offering price
of $17.50 per share, by an existing member of Mediacom LLC to certain
members of our management team as further discussed in note 6 of
Mediacom LLC's interim financials.

(b) The table below represents actual revenues, service costs, and
selling, general and administrative expenses and management fee
expense of certain cable systems owned by:
. Jones Intercable, Inc., referred to as Clearlake, and acquired on
January 9, 1998;
. Cablevision Systems Corporation in various states, referred to as
Cablevision, and acquired on January 23, 1998; and
. Cablevision Systems Corporation, referred to as Caruthersville, and
acquired on October 1, 1998.

These amounts were recognized prior to our acquisition of such cable
systems.

<TABLE>
<CAPTION>
Clearlake Cablevision Caruthersville Total
--------- ----------- -------------- -------
<S> <C> <C> <C> <C>
Revenues................... $ 133 $ 5,603 $ 1,152 $ 6,888
Service costs.............. 152 2,272 379 2,803
Selling, general and
administrative expenses... 139 1,839 296 2,274
Management fee expense..... 7 -- -- 7
</TABLE>

(c) Represents historical depreciation and amortization of the
Cablevision, Clearlake and Caruthersville systems recognized prior to
the respective dates of acquisition and additional depreciation and
amortization related to the step-up in value of the systems based on
the final allocation of their purchase price. See note 3 of the
historical consolidated financial statements of Mediacom LLC for the
year ended December 31, 1998.

(d) Represents increase to interest expense due to incremental
indebtedness arising from our acquisition of the Clearlake,
Cablevision and Caruthersville systems and our 8 1/2% senior note
offering. An 1/8% change in the interest rates will increase or
decrease the interest expense per annum by $106 after adjusting for
interest rate swap agreements.

26
<PAGE>

<TABLE>
<CAPTION>
Interest Pro Forma
Principal Rate Expense
--------- -------- ---------
<S> <C> <C> <C>
Subsidiary credit facilities................ $134,425 7.03% $ 9,450
8 1/2% senior notes......................... 200,000 8.50 17,000
Unsecured senior subordinated note.......... 3,480 9.00 313
--------
Pro forma interest expense.................. 26,763
Historical--Mediacom LLC.................... (23,994)
--------
Increase to interest expense................ $ 2,769
========
</TABLE>

(e) The table below represents historical revenues, service costs, and
selling, general and administrative expenses of the Jones systems and
the Marcus systems, recognized prior to the respective dates of
acquisition by Triax. These systems were acquired by Triax on June 30,
1998 and September 30, 1998, for $22.8 million and $60.8 million,
respectively. See note 3 to the historical financial statements of
Triax for the year ended December 31, 1998.

<TABLE>
<CAPTION>
Jones Marcus Total
------ ------ -------
<S> <C> <C> <C>
Revenues........................................... $2,920 $8,514 $11,434
Service costs...................................... 936 2,961 3,897
Selling, general and administrative expenses....... 702 1,190 1,892
</TABLE>

(f) Represents increase to historical depreciation and amortization as a
result of a preliminary allocation of the Triax and Zylstra purchase
price and other costs:

<TABLE>
<CAPTION>
Estimated Asset Pro Forma
Triax and Zylstra Fair Values Life Expense
----------------- ----------- ----- ---------
<S> <C> <C> <C>
Property, plant and equipment............... $297,558 7 $ 42,508
Franchise costs............................. 227,964 15 15,198
Subscriber lists............................ 236,990 5 47,398
Deferred financing costs.................... 6,800 8.5 800
Other acquisition costs..................... 3,900 15 260
--------
Pro forma depreciation and amortization..... 106,164
Historical--Triax and Zylstra............... (65,670)
--------
Increase to depreciation and amortization... $ 40,494
========
</TABLE>

(g) Represents increase to interest expense due to incremental
indebtedness arising from our acquisitions of the Triax and Zylstra
systems, our 8 1/2% senior note offering and our 7 7/8% senior note
offering and decrease to interest expenses arising from our repayment
of the unsecured senior subordinated note in the original amount of
$2,800 and accrued interest. An 1/8% change in the interest rates will
increase or decrease the interest expense per annum by $911 after
adjusting for interest rate swap agreements. Historical interest
expense of Triax and Zylstra has been eliminated, as we have not
assumed their debt obligations.

<TABLE>
<CAPTION>
Interest Pro Forma
Principal Rate Expense
--------- -------- ---------
<S> <C> <C> <C>
Subsidiary credit facilities................ $778,580 7.99% $ 62,209
8 1/2% senior notes......................... 200,000 8.50 17,000
7 7/8% senior notes......................... 125,000 7.88 9,850
--------
Pro forma interest expense.................. 89,059
Pro forma--Mediacom LLC..................... (26,763)
Historical--Triax and Zylstra............... (29,307)
--------
Increase to interest expense................ $ 32,989
========
</TABLE>

27
<PAGE>

(h) The management agreements with Mediacom Management were amended
effective November 19, 1999 in connection with an amendment to
Mediacom LLC's operating agreement. The amended agreements provide for
management fees equal to 2% of annual gross revenues. No adjustment
has been made to the unaudited pro forma consolidated statement of
operations for a one-time $12,500 non-recurring, non-cash charge
associated with the amendments to the management agreements with
Mediacom Management, for which additional membership interests will be
issued to an existing member of Mediacom LLC. We have not adjusted
management fee expense for the Triax and Zylstra systems.

<TABLE>
<S> <C>
Mediacom LLC revenues.......................................... $136,185
2% of revenues................................................. 2,724
Historical Mediacom LLC management fees........................ (5,804)
--------
Decrease to management fee expense............................. $ (3,080)
========
</TABLE>

(i) Represents decrease to interest expense arising from the repayment of
$327,075 of outstanding indebtedness under our subsidiary credit
facilities with the net proceeds of this offering. An 1/8% change in
the interest rates will increase or decrease the interest expense per
annum by $502 after adjusting for interest rate swap agreements.

<TABLE>
<CAPTION>
Pro
Interest Forma
Principal Rate Expense
--------- -------- --------
<S> <C> <C> <C>
Subsidiary credit facilities............... $451,505 7.31% $ 33,005
8 1/2% senior notes........................ 200,000 8.50 17,000
7 7/8% senior notes........................ 125,000 7.88 9,850
--------
Pro forma interest expense after offering.. 59,855
Pro forma interest expense prior to
offering.................................. (89,059)
--------
Decrease to interest expense............... $(29,204)
========
</TABLE>

(j) No provision has been made in the unaudited pro forma consolidated
statement of operations for federal, state or local income taxes
because Mediacom LLC is a limited liability company and its members
are required to report their share of income or loss in their
respective income tax returns. After the completion of this offering
and the exchange of membership interests in Mediacom LLC for shares of
our common stock, our results will be included in our corporate tax
returns. However, due to our pro forma consolidated net loss, no
income tax benefit has been reflected.

28
<PAGE>

Unaudited Pro Forma Consolidated Balance Sheet

As of September 30, 1999
(dollars in thousands)

<TABLE>
<CAPTION>
Mediacom LLC Triax Zylstra Other Offering
(historical) (historical) (historical) Adjustments Adjustments Subtotal Adjustments
------------ ------------ ----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Cash and cash
equivalents........ $ 3,700 $ -- $ -- $ 890 (a) $ -- $ 4,590 $ --
Subscriber accounts
receivable, net.... 2,269 2,043 532 696 (a) -- 5,540 --
Prepaid expenses
and other assets... 2,947 -- 72 238 (a) -- 3,257 --
Inventory.......... 11,606 -- -- 2,000 (b) -- 13,606 --
Property, plant and
equipment, net..... 286,900 168,588 4,872 124,098 (b) -- 584,458 --
Intangible assets,
net................ 134,768 153,604 59 315,191 (b) -- 603,622 --
Other assets, net.. 12,965 7,450 -- (2,770)(c) -- 17,645 --
-------- --------- ------ -------- -------- ---------- ---------
Total assets...... $455,155 $ 331,685 $5,535 $440,343 -- $1,232,718 $ --
======== ========= ====== ======== ======== ========== =========
Liabilities and
Members'/Stockholders'
Equity
Debt............... $377,500 $ 418,810 $ -- $343,240 (d) $ -- $1,139,550 $(327,075)(i)
Accounts payable
and accrued
expenses........... 35,164 13,108 618 (9,624)(a) -- 39,266 --
Subscriber advance
payments and
deposits........... 1,857 782 442 1,807 (a) -- 4,888 --
Deferred income tax
liability.......... -- -- -- -- -- -- 1,937 (j)
Other liabilities.. -- -- -- -- -- -- --
-------- --------- ------ -------- -------- ---------- ---------
Total
liabilities...... 414,521 432,700 1,060 335,423 -- 1,183,704 (325,138)
Members' equity
Capital
contributions...... 124,990 -- 1,588 8,912 (e) 25,337 (g) 160,827 (160,827)(k)
Accumulated
deficit............ (84,356) (101,015) 2,887 96,008 (f) (25,337)(h) (111,813) 111,813
-------- --------- ------ -------- -------- ---------- ---------
Total member's
equity
(deficit)........ 40,634 (101,015) 4,475 104,920 -- 49,014 (49,014)
Stockholders'
equity
Class A common
stock.............. 610 (l)
Class B common
stock............. 290 (l)
Additional paid-in
capital............ 487,002 (l)
Accumulated
deficit............ (113,750)(m)
---------
Total
stockholders'
equity........... 374,152
---------
Total liabilities
and
members'/stockholders'
equity........... $455,155 $ 331,685 $5,535 $440,343 $ -- $1,232,718 $ --
======== ========= ====== ======== ======== ========== =========
<CAPTION>
Total
-----------
<S> <C>
Assets
Cash and cash
equivalents........ $ 4,590
Subscriber accounts
receivable, net.... 5,540
Prepaid expenses
and other assets... 3,257
Inventory.......... 13,606
Property, plant and
equipment, net..... 584,458
Intangible assets,
net................ 603,622
Other assets, net.. 17,645
-----------
Total assets...... $1,232,718
===========
Liabilities and
Members'/Stockholders'
Equity
Debt............... $ 812,475
Accounts payable
and accrued
expenses........... 39,266
Subscriber advance
payments and
deposits........... 4,888
Deferred income tax
liability.......... 1,937
Other liabilities.. --
-----------
Total
liabilities...... 858,566
Members' equity
Capital
contributions...... --
Accumulated
deficit............ --
-----------
Total member's
equity
(deficit)........ --
Stockholders'
equity
Class A common
stock.............. 610
Class B common
stock............. 290
Additional paid-in
capital............ 487,002
Accumulated
deficit............ (113,750)
-----------
Total
stockholders'
equity........... 374,152
-----------
Total liabilities
and
members'/stockholders'
equity........... $1,232,718
===========
</TABLE>

See accompanying notes to unaudited pro forma consolidated balance sheet.

29
<PAGE>

Notes to Unaudited Pro Forma Consolidated Balance Sheet

As of September 30, 1999
(dollars in thousands)

For purposes of determining the pro forma effect of the transactions
described above on the historical consolidated balance sheet of Mediacom LLC as
of September 30, 1999, the following adjustments have been made:

(a) Represents elimination of cash not included in the acquisition of
Triax, which was acquired on November 5, 1999, and Zylstra, which was
acquired on October 15, 1999, and adjustments to working capital due to
timing differences. These adjustments reflect changes in working
capital as of the acquisition date as compared to working capital as of
September 30, 1999 since those acquisitions were completed subsequent
to September 30, 1999. Working capital as of the acquisition date was
prepared jointly by the seller and us based on the most recent
financial information available.

<TABLE>
<CAPTION>
Working Working
Capital as of Capital as of
Acquisition September 30,
Date 1999 Adjustments
------------- ------------- -----------
<S> <C> <C> <C>
Assets acquired:
Cash and cash equivalents..... $ 890 $ -- $ 890
Subscriber accounts
receivable, net.............. 3,271 2,575 696
Prepaid expenses and other
assets....................... 310 72 238
Liabilities assumed:
Accounts payable and accrued
expenses..................... 4,102 13,726 (9,624)
Subscriber advance payments
and deposits................. 3,031 1,224 1,807
------- -------- -------
Net working capital............. $(2,662) $(12,303) $ 9,641
======= ======== =======
</TABLE>

(b) Represents an increase to property, plant and equipment and intangible
assets as a result of our acquisitions based on a preliminary
allocation of the purchase price assuming estimated fair values.
Preliminary subscriber and purchase price adjustments are estimates
made at the acquisition date to adjust the purchase price based on
various conditions of the contract. These conditions include the
number of subscribers as of the acquisition date and the amount of
capital investment made to property, plant and equipment by the seller
during 1999. These adjustments will be finalized approximately 120
days after the acquisition date and should not be materially different
from the estimates used here. The preliminary subscriber adjustment is
allocated to intangibles as it relates directly to subscriber lists.
The preliminary purchase price adjustment of $4,282 is allocated to
property, plant and equipment, primarily since it relates to the
amount of capital investment not made by the seller. The remaining
preliminary purchase price adjustment of $168 is allocated to
intangibles since it represents direct costs of the acquisition.
<TABLE>
<CAPTION>
Estimated
Fair Values
----------------------
Property,
Purchase Other Net Plant and
Price Assets Equipment Intangibles
-------- --------- --------- -----------
<S> <C> <C> <C> <C>
Original Triax purchase
price....................... $740,100 $ -- $ 296,040 $444,060
Original Zylstra purchase
price....................... 19,500 -- 7,800 11,700
Preliminary subscriber
adjustment.................. 9,026 -- -- 9,026
Preliminary purchase price
adjustment.................. (4,114) -- (4,282) 168
Property, plant and equipment
reclassified as inventory... -- 2,000 (2,000) --
Net working capital ......... (2,662) (2,662) -- --
-------- ------ --------- --------
Subtotal..................... 761,850 (662) 297,558 464,954
Closing costs................ 3,900 -- -- 3,900
-------- ------ --------- --------
Total acquisition costs...... $765,750 $ (662) 297,558 468,854
======== ======
Historical amounts........... (173,460) (153,663)
--------- --------
Increase..................... $ 124,098 $315,191
========= ========
</TABLE>

30
<PAGE>

. incurrence of $6,800 in closing costs in connection with our
subsidiary credit facilities;

. elimination of unamortized deferred financing costs of $2,120
related to our former credit facilities; and

. elimination of unamortized deferred loan costs and other costs of
Triax of $7,450.

(d) Represents the following adjustments to debt related to our
acquisitions of the Triax and Zylstra systems:

<TABLE>
<S> <C>
Proceeds from our subsidiary credit facilities................ $ 814,550
Repayment of our former subsidiary credit facilities.......... (52,500)
Elimination of Triax and Zylstra debt......................... (418,810)
---------
Increase to debt.............................................. $ 343,240
=========
</TABLE>

(e) Represents adjustments to capital contributions in connection with:

. the elimination of Triax and Zylstra contributed capital accounts of
$1,588; and

. additional capital contributions to Mediacom LLC by its members of
$10,500.

(f) Represents adjustments to accumulated deficit in connection with:

. the elimination of Triax and Zylstra accumulated deficit of $98,128;
and

. the write-off of unamortized deferred financing costs related to our
former credit facilities of $2,120.

(g) Represents the following adjustments to capital contributions in
connection with:

. a grant of additional membership interest by an existing member of
$12,500 associated with amendments to the management agreements with
Mediacom Management; and

. a grant of additional membership interests of $24,611 by an existing
member of Mediacom LLC to certain members of our management team,
offset by the deferred compensation in the amount of $11,774 for the
nonvested and forfeitable portion of the equity interests, based on
an initial public offering price of $17.50 per share, by an existing
member of Mediacom LLC to certain members of our management team as
further discussed in note 6 of Mediacom LLC's interim financials.

(h) Represents adjustments to accumulated deficit in connection with:

. a one-time $12,500 non-recurring, non-cash charge associated with
amendments to the management agreements with Mediacom Management,
for which additional membership interests will be issued to an
existing member of Mediacom LLC; and

. a one-time $12,837 non-recurring, non-cash compensation charge
associated with the vested portion of a grant of equity interest by
an existing member of Mediacom LLC to certain members of our
management team as further discussed in note 6 of Mediacom LLC's
interim financials.

(i) Represents the repayment of outstanding indebtedness under subsidiary
credit facilities with the net proceeds of this offering.

(j) Represents the recognition of a one-time $1,937 non-recurring, non-
cash charge to record a net deferred tax liability as of September 30,
1999 that will be recognized upon the exchange of membership interests
in Mediacom LLC for shares of our common stock.

31
<PAGE>

(k) Reflects the elimination of members' equity upon the exchange of
membership interests for shares of our common stock.

(l) Represents adjustments to stockholders' equity in connection with:

. the issuance of 40,977,562 shares of Class A common stock, based
upon an initial public offering price of $17.50 per share, and
29,022,438 shares of Class B common stock, based upon an initial
public offering price of $17.50 per share, upon the exchange of
membership interests in Mediacom LLC for shares of our common stock;
and

. the issuance and sale of 20,000,000 shares of Class A common stock
in this offering at an initial public offering price of $17.50 per
share.

(m) Reflects the following assumptions:

. reclassification of accumulated deficit to stockholders' equity from
members' equity; and

. recognition of a one-time $1,937 non-recurring, non-cash charge to
record a net deferred tax liability as of September 30, 1999 that
will be recognized upon the exchange of membership interests in
Mediacom LLC for shares of our common stock.

32
<PAGE>

SELECTED HISTORICAL CONSOLIDATED
FINANCIAL AND OPERATING DATA

In the table below, we provide you with:

. selected historical financial data for the years ended December 31, 1994
and 1995 and for the period from January 1, 1996 through March 11, 1996,
and balance sheet data as of December 31, 1994 and 1995, and March 11,
1996, which are derived from the audited financial statements of
Benchmark Acquisition Fund II Limited Partnership, which is our
predecessor company;

. selected historical consolidated financial and operating data for the
period from the commencement of our operations on March 12, 1996 to
December 31, 1996 and for the years ended December 31, 1997 and 1998,
and balance sheet data as of December 31, 1996, 1997 and 1998, which are
derived from and should be read in conjunction with the audited
consolidated financial statements of Mediacom LLC included elsewhere in
this prospectus; and

. selected historical consolidated financial and operating data for the
nine months ended September 30, 1998 and 1999, and balance sheet data as
of September 30, 1998 and 1999, which are derived from and should be
read in conjunction with the unaudited consolidated financial statements
of Mediacom LLC included elsewhere in this prospectus.

We commenced operations on March 12, 1996 with the acquisition of a cable
system from Benchmark Acquisition Fund II Limited Partnership and have since
completed eight additional acquisitions as of September 30, 1999. The
historical results of operations of the systems acquired have been included
from their respective dates of acquisition to the end of the period presented.

In our opinion, the unaudited interim financial statements have been
prepared on the same basis as the audited financial statements and include all
adjustments, which consist only of normal recurring adjustments, necessary to
present fairly the financial position and the results of operations for the
interim periods. Financial and operating results for the nine months ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the full year.

We were formed as a limited liability company in July 1995 and commenced our
operations on March 12, 1996. Accordingly, since that time, our taxable income
or loss has been included in the federal and certain state income tax returns
of our members. Upon completion of this offering, we will become subject to the
provisions of Subchapter C of the Internal Revenue Code. As a C corporation, we
will be fully subject to the federal, state and local income taxes.

See "Management's Discussion and Analysis of Financial Condition and Results
of Operations."

33
<PAGE>

Selected Historical Consolidated Financial and Operating Data

<TABLE>
<CAPTION>
Predecessor Mediacom LLC
----------------------------------- --------------------------------------------------------------
Nine Months Ended
September 30,
-----------------
Year Year January 1 March 12 Year Year
Ended Ended Through Through Ended Ended
December 31, December 31, March 11, December 31, December 31, December 31,
1994 1995 1996 1996 1997 1998 1998 1999
------------ ------------ --------- ------------ ------------ ------------ --------- -----------
(Unaudited)
(dollars in thousands, except per share and per subscriber data)
Statement of
Operations Data:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............ $ 5,075 $ 5,171 $1,038 $ 5,411 $ 17,634 $ 129,297 $ 94,374 $ 113,230
Costs and expenses:
Service costs....... 1,322 1,536 297 1,511 5,547 43,849 32,873 36,571
Selling, general and
administrative
expenses............ 1,016 1,059 222 931 2,696 25,596 18,101 21,816
Management fee
expense(1).......... 252 261 52 270 882 5,797 4,340 5,150
Depreciation and
amortization........ 4,092 3,945 527 2,157 7,636 65,793 44,338 66,154
------- ------- ------ -------- -------- ----------- --------- -----------
Operating income
(loss).............. (1,607) (1,630) (60) 542 873 (11,738) (5,278) (16,461)
Interest expense,
net(2).............. 878 935 201 1,528 4,829 23,994 17,786 20,577
Other expenses...... -- -- -- 967 640 4,058 3,838 979
------- ------- ------ -------- -------- ----------- --------- -----------
Net loss............ $(2,485) $(2,565) $ (261) $ (1,953) $ (4,596) $ (39,790) $ (26,902) $ (38,017)
------- ------- ------ -------- -------- ----------- --------- -----------
Pro forma provision
(benefit) for income
taxes(3)............ -- --
----------- -----------
Pro forma net
loss(4)............. $ (39,790) $ (38,017)
=========== ===========

Pro forma basic and
diluted net loss per
share(5)............ $ (0.57) $ (0.54)
Pro forma weighted
average common
shares outstanding.. 70,000,000 70,000,000
Balance Sheet Data
(end of period):
Total assets........ $11,755 $ 8,149 $ 46,560 $102,791 $ 451,152 $ 447,666 $ 455,155
Total debt.......... 13,294 12,217 40,529 72,768 337,905 317,398 377,500
Total members'
equity.............. (2,003) (4,568) 4,537 24,441 78,651 91,539 40,634

Other Data:
System cash
flow(6)............. $ 2,737 $ 2,576 $ 519 $ 2,969 $ 9,391 $ 59,852 $ 43,400 $ 54,843
System cash flow
margin(7)........... 53.9% 49.8% 50.0% 54.9% 53.3% 46.3% 46.0% 48.4%
EBITDA(8)........... $ 2,485 $ 2,315 $ 467 $ 2,699 $ 8,509 $ 54,055 $ 39,060 49,693
EBITDA margin(9).... 49.0% 44.8% 45.0% 49.9% 48.3% 41.8% 41.4% 43.9%
Net cash flows from
operating
activities.......... $ 1,395 $ 1,478 $ 226 $ 237 $ 7,007 $ 53,556 $ 47,796 $ 29,795
Net cash flows used
in investing
activities.......... (552) (261) (86) (45,257) (60,008) (397,085) (372,452) (60,632)
Net cash flows (used
in) from financing
activities.......... (919) (1,077) -- 45,416 53,632 344,714 324,597 32,325
Operating Data (end
of period, except
average):
Homes passed(10).... 38,749 87,750 520,000 512,000 525,000
Basic
subscribers(11)..... 27,153 64,350 354,000 348,000 358,000
Basic
penetration(12)..... 70.1% 73.3% 68.1% 68.0% 68.2%
Premium service
units(13)........... 11,691 39,288 407,100 387,100 396,500
Premium
penetration(14)..... 43.1% 61.1% 115.0% 111.2% 110.8%
Average monthly
revenues per basic
subscriber(15)...... $32.14 $35.34
</TABLE>

(notes on following page)

34
<PAGE>

Notes to Selected Historical Consolidated Financial and Operating Data

(1) Represents fees paid to Mediacom Management for management services
rendered to our operating subsidiaries. Mediacom Management utilizes these
fees to compensate its employees as well as to fund its corporate
overhead. The management agreements with Mediacom Management were amended
effective November 19, 1999 in connection with an amendment to Mediacom
LLC's operating agreement. The amended agreements provide for management
fees equal to 2% of annual gross revenues. Each of the management
agreements will be terminated upon the completion of this offering. At
that time, Mediacom Management's employees will become our employees and
its corporate overhead will become our corporate overhead. These expenses
will be reflected as our corporate expense, which we estimate will amount
to approximately 2% of our annual gross revenues.

(2) Net of interest income. Interest income for the periods presented is not
material.

(5) Pro forma basic and diluted loss per share is calculated based on
70,000,000 shares of common stock. The number of shares of common stock
reflects the 40,977,562 Class A shares and 29,022,438 Class B shares
issued to effect the exchange of membership interests of Mediacom LLC as
if these shares were outstanding for all periods presented and excludes
the shares that will be issued in this offering. The shares issued to
effect the exchange for the membership interests are based upon the
relative ownership percentages of membership interests in Mediacom LLC
immediately prior to the completion of this offering and are based on an
initial public offering price of $17.50 per share.

(6) Represents EBITDA, as defined in note 8 below, before management fee
expense. System cash flow:

. is not intended to represent funds available for debt service,
dividends, reinvestment or other discretionary uses; and

. should not be considered in isolation or as a substitute for measures
of performance prepared in accordance with generally accepted
accounting principles.

35
<PAGE>

(8) Represents operating income (loss) before depreciation and amortization.
EBITDA:
. is not intended to be a performance measure that should be regarded as
an alternative either to operating income or net income as an indicator
of operating performance or to the statement of cash flows as a measure
of liquidity;

. is not intended to represent funds available for debt service,
dividends, reinvestment or other discretionary uses; and

. should not be considered in isolation or as a substitute for measures
of performance prepared in accordance with generally accepted
accounting principles.

(9) Represents EBITDA as a percentage of revenues. This measurement is used by
us, and is commonly used in the cable industry, to analyze and compare
cable companies on the basis of operating performance, for the reasons
discussed in note 8 above.

(10) Represents the number of single residence homes, apartments and
condominium units passed by the cable distribution network in a cable
system's service area.

(11) Represents subscribers of a cable television system who receive a package
of over-the-air broadcast stations, local access channels and/or certain
satellite-delivered cable television services, and who are usually charged
a flat monthly rate for a number of channels.

(12) Represents basic subscribers as a percentage of total number of homes
passed.

(13) Represents the number of subscriptions to premium services. A subscriber
may purchase more than one premium service, each of which is counted as a
separate premium service unit. For the nine months ended September 30,
1999, premium service units reflect the Disney Channel being moved from a
premium service to the basic programming packages in several of our cable
systems.

36
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

We materially expanded our business in 1997 and 1998 through acquisitions.
The acquisitions of the Zylstra and Triax systems in October and November 1999
together doubled the number of our basic subscribers. All acquisitions have
been accounted for under the purchase method of accounting and, therefore, our
historical results of operations include the results of operations for each
acquired system, other than the Zylstra and Triax systems, subsequent to its
respective acquisition date. As such, we do not believe the discussion and
analysis of our historical financial condition and results of operations set
forth below are indicative nor should they be relied upon as an indicator of
our future performance.

General

Our revenues are primarily attributable to monthly subscription fees charged
to basic subscribers for our basic and premium cable television programming
services.

. Basic revenues consist of monthly subscription fees for all services
other than premium programming and also include monthly charges for
customer equipment rental and installation fees.

. Premium revenues consist of monthly subscription fees for
programming provided on a per channel basis or as part of premium
service packages.

. Other revenues represent pay-per-view charges, late payment fees,
advertising revenues and commissions related to the sale of goods by
home shopping services. Pay-per-view is programming offered on a
per-program basis which a subscriber selects and pays a separate
fee.

The following table sets forth for the periods indicated the percentage of
our total revenues attributable to the sources indicated:

<TABLE>
<CAPTION>
Nine Months
Period From Year Ended Ended
March 12, 1996 December 31, September 30,
to December 31, -------------- --------------
1996 1997 1998 1998 1999
--------------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Basic revenues............ 80.0% 81.0% 80.0% 80.0% 81.0%
Premium revenues.......... 8.0 9.0 15.0 15.0 13.0
Other revenues............ 12.0 10.0 5.0 5.0 6.0
----- ------ ------ ------ ------
Total revenues.......... 100.0% 100.0% 100.0% 100.0% 100.0%
===== ====== ====== ====== ======
</TABLE>

For the nine months ended September 30, 1999, for each of the past two years
and for the period ended December 31, 1996, we generated significant increases
in revenues as a result of our acquisition activities, increases in monthly
revenues per basic subscriber and internal subscriber growth.

Our operating expenses consist of service costs and selling, general and
administrative expenses directly attributable to our cable systems. Service
costs include fees paid to programming suppliers, expenses related to copyright
fees, wages and salaries of technical personnel and plant operating costs.
Programming fees have historically increased at rates in excess of inflation
due to increases in the number of programming services we have offered and
improvements in the quality of programming. We believe that under the Federal
Communication Commission's existing cable rate regulations, we will be able to
increase our rates for cable television services to more than cover any
increases in the costs of programming. However, competitive factors may limit
our ability to increase our rates. We benefit from our membership in a
cooperative of cable television companies which serve over twelve million basic
subscribers, which provides its members with significant

37
<PAGE>

volume discounts from programming suppliers and cable equipment vendors.
Selling, general and administrative expenses directly attributable to our cable
television systems include wages and salaries for customer service and
administrative personnel, franchise fees and expenses related to billing,
marketing, bad debt, advertising sales and office administration.

Mediacom Management provides management services to the operating
subsidiaries of Mediacom LLC and receives annual management fees. Until
November 19, 1999, management fees ranged from 4.0% to 5.0% of our annual gross
revenues. The management agreements with Mediacom Management were amended
effective November 19, 1999 in connection with an amendment to Mediacom LLC's
operating agreement to provide for annual management fees equal to 2.0% of
annual gross revenues. Also, Mediacom Management received an acquisition fee
ranging from 0.5% to 1.0% of the purchase price of acquisitions made by
Mediacom LLC and such fees are included in other expenses. Mediacom Management
utilizes these fees to compensate its employees as well as to fund its
corporate overhead. Mediacom Management has agreed to waive all management fees
accrued from July 1, 1999 through November 19, 1999, and to waive the
acquisition fees related to the acquisitions of the Triax and Zylstra systems.
Each of the management agreements will be terminated upon the completion of
this offering. At that time, Mediacom Management's employees will become our
employees and its corporate overhead will become our corporate overhead. These
expenses will be reflected as our corporate expense, which we estimate will
amount to approximately 2% of our annual gross revenues. Also, in accordance
with the amendment to Mediacom LLC's operating agreement, no further
acquisition fees will be payable.

The high level of depreciation and amortization associated with our
acquisition activities as well as the interest expense related to our financing
activities have caused us to report net losses in our limited operating
history. We believe that such net losses are common for cable television
companies and anticipate that we will continue to incur net losses for the
foreseeable future.

EBITDA represents operating income (loss) before depreciation and
amortization. EBITDA:

. is not intended to represent funds available for debt service,
dividends, reinvestment or other discretionary uses; and

. should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles.

EBITDA is included in this prospectus because our management believes that
EBITDA is a meaningful measure commonly used in the cable television industry
and by the investment community to analyze and compare cable television
companies. Our definition of EBITDA may not be identical to similarly titled
measures reported by other companies.

Results of Operations

Nine Months Ended September 30, 1999 Compared to Nine Months Ended September
30, 1998

The following historical information for the nine months ended September 30,
1999 and 1998 includes the results of operations of the Clearlake system, which
was acquired on January 9, 1998, the Cablevision systems, which were acquired
on January 23, 1998, and the Caruthersville system, which was acquired on
October 1, 1998, only for that portion of the respective period that such cable
television systems were owned by us.

38
<PAGE>

Revenues. Revenues increased 20.0% to approximately $113.2 million for the
nine months ended September 30, 1999, as compared to approximately $94.4
million for the nine months ended September 30, 1998, primarily as a result of:

. an increase in the average monthly basic service rate of $3.01 per basic
subscriber;

. the inclusion of the results of operations of the cable television
systems acquired by us during the nine months ended September 30, 1998
for the full nine-month period in 1999; and

. internal basic subscriber growth of 1.8%, excluding the acquisition of
the Caruthersville system.

Service costs. Service costs increased 11.2% to approximately $36.6 million
for the nine months ended September 30, 1999, as compared to approximately
$32.9 million for the nine months ended September 30, 1998. Our ownership of
the Clearlake, Cablevision and Caruthersville systems for the full nine-month
period in 1999 accounted for 74.1% of this increase. The remaining 25.9% of
this increase is due principally to higher programming costs. As a percentage
of revenues, service costs were 32.3% for the nine months ended September 30,
1999, as compared to 34.8% for the nine months ended September 30, 1998 due to
revenues increasing at a faster rate than service costs for the 1999 period.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased 20.5% to approximately $21.8 million for the
nine months ended September 30, 1999, as compared to approximately $18.1
million for the nine months ended September 30, 1998. Our ownership of the
Clearlake, Cablevision and Caruthersville systems for the full nine-month
period in 1999 accounted for 38.2% of this increase in selling, general and
administrative expenses. The remaining 61.8% of this increase is primarily due
to increased marketing costs associated with the promotion of new programming
services and increased personnel expenses. As a percentage of revenues,
selling, general and administrative expenses were 19.3% for the nine months
ended September 30, 1999, as compared to 19.2% for the nine months ended
September 30, 1998.

Management fee expense. Management fee expense increased 18.7% to
approximately $5.2 million for the nine months ended September 30, 1999, as
compared to approximately $4.3 million for the nine months ended September 30,
1998, due to the higher revenues generated in the 1999 period.

Depreciation and amortization. Depreciation and amortization increased 49.2%
to approximately $66.2 million for the nine months ended September 30, 1999, as
compared to approximately $44.3 million for the nine months ended September 30,
1998. This increase was substantially due to our purchase of the Clearlake,
Cablevision and Caruthersville systems in 1998 and additional capital
expenditures associated with the upgrade of our systems.

Operating income (loss). Due to the factors described above, we generated an
operating loss of approximately $16.5 million for the nine months ended
September 30, 1999, as compared to an operating loss of approximately $5.3
million for the nine months ended September 30, 1998.

Interest expense, net. Interest expense, net, increased 15.7% to
approximately $20.6 million for the nine months ended September 30, 1999, as
compared to approximately $17.8 million for the nine months ended September 30,
1998. This increase was substantially due to higher average debt outstanding
during the 1999 period as a result of the debt incurred in connection with the
purchase of the Clearlake, Cablevision and Caruthersville systems.

Other expenses. Other expenses decreased 74.5% to approximately $979,000 for
the nine months ended September 30, 1999, as compared to approximately $3.8
million for the nine months ended September 30, 1998. This decrease was
principally due to acquisition fees paid to Mediacom Management in the 1998
period in connection with the acquisition of the Clearlake and Cablevision
systems.

Net loss. Due to the factors described above, we generated a net loss of
approximately $38.0 million for the nine months ended September 30, 1999, as
compared to a net loss of approximately $26.9 million for the nine months ended
September 30, 1998.

39
<PAGE>

EBITDA. EBITDA increased 27.2% to approximately $49.7 million for the nine
months ended September 30, 1999, as compared to approximately $39.1 million for
the nine months ended September 30, 1998. This increase was substantially due
to the reasons noted above. As a percentage of revenues, EBITDA increased to
43.9% for the nine months ended September 30, 1999, as compared to 41.4% for
the nine months ended September 30, 1998.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

The following historical information for the years ended December 31, 1998
and 1997 includes the results of operations of the Lower Delaware system, which
was acquired on June 24, 1997, the Sun City system, which was acquired on
September 19, 1997, the Clearlake system, which was acquired on January 9,
1998, the Cablevision systems, which were acquired on January 23, 1998, and the
Caruthersville system, which was acquired on October 1, 1998, only for that
portion of the respective period that such cable television systems were owned
by us.

The Cablevision, Caruthersville, Clearlake, Lower Delaware and Sun City
systems comprise a substantial portion of our basic subscribers. At December
31, 1998, these systems served 328,350 basic subscribers, representing 92.8% of
the 354,000 subscribers served by us as of such date. Accordingly, the
Cablevision, Caruthersville, Clearlake, Lower Delaware and Sun City systems
have had a significant impact on the results of operations for the year ended
December 31, 1998, compared to the prior year. Consequently, we believe that
any comparison of our results of operations between the years ended December
31, 1998 and 1997 are not indicative of our results of operations in the
future.

Revenues. Revenues increased to approximately $129.3 million for the year
ended December 31, 1998, as compared to approximately $17.6 million for the
prior year principally due to:

. the inclusion of the results of operations of the Lower Delaware and Sun
City systems for the full year ended December 31, 1998;

. the inclusion of the results of operations of the Clearlake, Cablevision
and Caruthersville systems from their respective acquisition dates;

. an increase in the average monthly basic service rate of $3.34 per basic
subscriber; and

. internal basic subscriber growth of 2.5%.

Service costs. Service costs increased to approximately $43.8 million for
the year ended December 31, 1998, as compared to approximately $5.5 million for
the prior year. Substantially all of this increase was due to the inclusion of
the results of operations of the Cablevision, Caruthersville, Clearlake, Lower
Delaware and Sun City systems. As a percentage of revenues, service costs were
33.9% in 1998, as compared to 31.5% in 1997.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased to approximately $25.6 million for the year
ended December 31, 1998, as compared to approximately $2.7 million for the
prior year. Substantially all of this increase was due to the inclusion of the
results of operations of the Cablevision, Caruthersville, Clearlake, Lower
Delaware and Sun City systems. As a percentage of revenues, selling, general
and administrative expenses were 19.8% in 1998, as compared to 15.3% in 1997.

Management fee expense. Management fee expense increased to approximately
$5.8 million for the year ended December 31, 1998, as compared to approximately
$882,000 for the prior year due to the higher revenues generated in 1998.

Depreciation and amortization. Depreciation and amortization increased to
approximately $65.8 million for the year ended December 31, 1998, as compared
to approximately $7.6 million for the prior year. This increase was
substantially due to our acquisitions described above and additional capital
expenditures associated with the upgrade of our systems.

40
<PAGE>

Operating income (loss). Due to the factors described above, we generated an
operating loss of approximately $11.7 million for the year ended December 31,
1998, as compared to operating income of approximately $873,000 for the prior
year.

Interest expense, net. Interest expense, net, increased to approximately
$24.0 million for the year ended December 31, 1998, as compared to
approximately $4.8 million for the prior year. This increase was substantially
due to the additional debt incurred in connection with the acquisitions
described above.

Other expenses. Other expenses increased to approximately $4.1 million for
the year ended December 31, 1998, as compared to approximately $640,000 for the
prior year. This increase was substantially due to acquisition fees paid to
Mediacom Management in connection with the acquisitions described above.

Net loss. Due to the factors described above, we generated a net loss of
approximately $39.8 million for the year ended December 31, 1998, as compared
to a net loss of approximately $4.6 million for the prior year.

EBITDA. EBITDA increased to approximately $54.1 million for the year ended
December 31, 1998, as compared to approximately $8.5 million for the prior
year. This increase was substantially due to the inclusion of the results of
operations from the date of their acquisition by us of the Cablevision,
Caruthersville, Clearlake, Lower Delaware and Sun City systems. As a percentage
of revenues, EBITDA decreased to 41.8% for the year ended December 31, 1998, as
compared to 48.3% for the prior year. This decrease was principally due to the
higher programming costs and selling, general and administrative expenses of
the Cablevision, Caruthersville, Clearlake, Lower Delaware and Sun City systems
in relation to the revenues generated by such cable television systems.

Year Ended December 31, 1997 Compared to the Period from March 12, 1996 to
December 31, 1996

The following historical information includes the results of operations of
the Ridgecrest system, which was acquired on March 12, 1996, the date of
commencement of our operations, the Kern Valley system, which was acquired on
June 28, 1996, the Valley Center and Nogales systems, which were acquired on
December 27, 1996, the Lower Delaware system, which was acquired on June 24,
1997, and the Sun City system, which was acquired on September 19, 1997, only
for that portion of the respective period that such systems were owned by us.

Revenues. Revenues increased to approximately $17.6 million for the year
ended December 31, 1997, as compared to approximately $5.4 million for the
period ended December 31, 1996, principally due to the inclusion of:

. the full year of results of operations of the Ridgecrest, Kern Valley,
Nogales and Valley Center systems;

. the results of operations of the Lower Delaware system from the date of
its acquisition on June 24, 1997; and

. the results of operations of the Sun City system from the date of its
acquisition on September 19, 1997.

Service costs. Service costs increased to approximately $5.5 million for the
year ended December 31, 1997, as compared to approximately $1.5 million for the
period ended December 31, 1996. Substantially all of this increase was due to
the inclusion of the results of operations of Lower Delaware and Sun City
systems and the full year of results of the Ridgecrest, Kern Valley, Nogales
and Valley Center systems. As a percentage of revenues, service costs were
31.5% in 1997, as compared to 27.9% in 1996.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased to approximately $2.7 million for the year
ended December 31, 1997, as compared to approximately $931,000 for the period
ended December 31, 1996. Substantially all of this increase was due to the
inclusion of the results of

41
<PAGE>

operations of the aforementioned acquisitions in 1997 and the full year of
results of operations of the Ridgecrest, Kern Valley, Nogales and Valley Center
systems. As a percentage of revenues, selling, general and administrative
expenses were 15.3% in 1997, as compared to 17.2% in 1996.

Management fee expense. Management fee expense increased to approximately
$882,000 for the year ended December 31, 1997, as compared to approximately
$270,000 for the period ended December 31, 1996, due to the higher revenues
generated in 1997.

Depreciation and amortization. Depreciation and amortization increased to
approximately $7.6 million for the year ended December 31, 1997, as compared to
approximately $2.2 million for the period ended December 31, 1996. This
increase was substantially due to our acquisitions described above and
additional capital expenditures associated with the upgrade of our systems.

Operating income. Due to the factors described above, we had operating
income of approximately $873,000 for the year ended December 31, 1997, as
compared to operating income of approximately $542,000 for the period ended
December 31, 1996.

Interest expense, net. Interest expense, net, increased to approximately
$4.8 million for the year ended December 31, 1997, as compared to approximately
$1.5 million for the period ended December 31, 1996. This increase was
principally due to the increased levels of debt incurred in connection with the
Lower Delaware and Sun City systems.

Other expenses. Other expenses decreased to approximately $640,000 for the
year ended December 31, 1997, as compared to approximately $967,000 for the
period ended December 31, 1996. This decrease was principally due to pre-
acquisition expenses recorded in 1996.

Net loss. Due to the factors described above, we generated a net loss of
approximately $4.6 million for the year ended December 31, 1997, as compared to
a net loss of approximately $2.0 million for the period ended December 31,
1996.

EBITDA. EBITDA increased to approximately $8.5 million for the year ended
December 31, 1997, as compared to approximately $2.7 million for the prior
year. This increase was substantially due to the inclusion of the results of
operations from the date of their acquisition by us of the Lower Delaware and
Sun City systems and the results of operations of the Ridgecrest, Kern Valley,
Nogales and Valley Center systems for the full year. As a percentage of
revenues, EBITDA decreased to 48.3% for the year ended December 31, 1997, as
compared to 49.9% for the period ended December 31, 1996. This decrease was
principally due to the higher programming costs of the cable television systems
acquired during 1997 in relation to the revenues generated by such cable
television systems.

Liquidity and Capital Resources

Our business requires substantial capital for the upgrade, expansion and
maintenance of our cable network. In addition, we have pursued, and will
continue to pursue, a business strategy that includes selective acquisitions.
We have funded our working capital requirements, capital expenditures and
acquisitions through a combination of internally generated funds, long-term
borrowings and equity contributions. We intend to continue to finance such
expenditures through internally generated funds, long-term borrowings and
equity financings.

During the third quarter of 1998, we modified our previously disclosed five-
year system upgrade program by accelerating its planned completion date to June
30, 2000. Upon completion, we anticipate that 85% of our customers, excluding
the Triax and Zylstra customers, will be served by systems with 550MHz to
750MHz bandwidth capacity. Bandwidth measures the information-carrying capacity
of a communication channel and indicates the range of usable frequencies that
can be carried by a cable television system.

42
<PAGE>

As a result of our accelerated capital improvement program, total capital
expenditures were $53.7 million for the year ended December 31, 1998 and $60.2
million for the nine months ended September 30, 1999. For the year ended
December 31, 1998, and for the nine months ended September 30, 1999, net cash
flows from operations were $53.6 million and $29.8 million, respectively, which
together with borrowings under our subsidiary credit facilities, funded such
capital expenditures. We anticipate that total capital expenditures will have
been approximately $85.0 million during 1999, as compared to our original plans
to spend approximately $66.0 million during this fiscal year. This increase is
principally due to expenditures relating to our launch of digital cable and
two-way, high-speed Internet services in several of our systems and to the
Triax and Zylstra systems. We intend to use net cash flows from operations and
borrowings under our subsidiary credit facilities to fund these capital
expenditures.

As a result of our recent acquisitions of the Triax and Zylstra systems, we
have updated our capital improvement program and now expect to spend
approximately $400 million over the three-year period ending December 2002, of
which approximately $240 million will be invested to upgrade our cable network
and approximately $160 million will be used for plant expansion, digital
headends and set-top boxes, cable modems and maintenance. The Triax and Zylstra
systems represent 58.0% of total capital spending in this period, including
approximately $150 million of planned investments to upgrade the cable network
of these systems. We expect to fund these expenditures through net cash flows
from operations and additional borrowings under our subsidiary credit
facilities. By December 2002, including the Triax and Zylstra systems, we
anticipate:

. 91% of our basic subscribers will be served by systems with 550MHz
to 750MHz bandwidth capacity and two-way communications capability,
which provides for upstream and downstream communications; and

. 360 headend facilities will be eliminated, resulting in 90 headend
facilities serving all of our basic subscribers and 40 headend
facilities serving 92% of our basic subscribers.

From commencement of our operations in March 1996 through December 1998, we
acquired nine cable systems for an aggregate purchase price of $432.4 million,
before closing costs and adjustments. In October and November 1999, we spent
$759.6 million, before closing costs and adjustments, to acquire the Triax and
Zylstra systems.

To finance our acquisitions, working capital requirements and capital
expenditures and to provide liquidity for future capital needs, we had
completed the following financing arrangements as of January 2000:

. $200.0 million offering of our 8 1/2% senior notes due April 2008;

. $125.0 million offering of our 7 7/8% senior notes due February
2011;

. $550.0 million subsidiary credit facility expiring in September
2008;

. $550.0 million subsidiary credit facility expiring in December 2008;
and

. $135.4 million of equity capital contributed by the members of
Mediacom LLC.

The final maturities of our subsidiary credit facilities are subject to earlier
repayment on dates ranging from June 2007 to December 2007 if we do not
refinance our 8 1/2% senior notes prior to March 31, 2007.

As of January 10, 2000, we had entered into interest rate swap agreements,
which expire from 2000 through 2002, to hedge $50.0 million of floating rate
debt under our subsidiary credit facilities. As of such date, the weighted
average interest rate on all indebtedness outstanding under our subsidiary
credit facilities was 8.0%, before giving effect to these interest rate swap
agreements. As of January 10, 2000, we had approximately $283.6 million of
unused credit commitments.

The proceeds from this offering will reduce the indebtedness under our
subsidiary credit facilities. This reduction of indebtedness will increase our
existing borrowing capacity under our subsidiary credit facilities,

43
<PAGE>

which will fund the upgrade of our systems and future acquisitions, including
our pending acquisitions. In addition, borrowings under our subsidiary credit
facilities may be used for general corporate purposes, including working
capital requirements.

We are regularly presented with opportunities to acquire cable systems that
are evaluated on the basis of our acquisition strategy. Although we presently
do not have any definitive agreements or letters of intent to acquire or sell
any of our cable systems, other than one agreement and four letters of intent
to acquire systems serving approximately 28,000 basic subscribers, from time to
time we negotiate with prospective sellers to acquire additional cable systems.
These potential acquisitions are subject to the negotiation of definitive
documentation, which will include customary representations and warranties and
will be subject to a number of closing conditions. No assurance can be given
that such definitive documents will be entered into or that, if entered into,
the acquisitions will be completed.

Although we have not generated earnings sufficient to cover fixed charges,
we have generated cash and obtained financing sufficient to meet our debt
service, working capital, capital expenditure and acquisition requirements. We
expect that we will continue to be able to generate funds and obtain financing
sufficient to service our obligations and complete our pending acquisitions.
There can be no assurance that we will be able to obtain sufficient financing,
or, if we were able to do so, that the terms would be favorable to us.

Recent Pronouncements

In 1998, Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities," was issued. SFAS 133
establishes accounting and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value. We will adopt SFAS 133 in 2001, but have not
quantified the impact or not yet determined the timing or method of the
adoption.

Inflation and Changing Prices

Our systems' costs and expenses are subject to inflation and price
fluctuations. Since changes in costs can be passed through to subscribers, such
changes are not expected to have a material effect on our results of
operations.

Year 2000 Compliance

We have not experienced any problems with our computer systems or software
products failing or malfunctioning because they were unable to distinguish 21st
century dates from 20th century dates, which are generally known as Year 2000
problems. We are also not aware of any material Year 2000 problems with our
suppliers or vendors. While we have not had any problems to the date of this
prospectus, our one remaining worst-case business interruption would be a
failure by our billing systems service provider which could result in a loss of
customer records and disrupt our ability to bill customers for a protracted
period of time.

During 1999 we performed Year 2000 testing on our existing hardware and
software components and replaced all non-compliant components with new products
which were Year 2000 compliant. As of January 10, 2000, we have not incurred
material Year 2000 costs. Although no assurances can be given, we currently
expect that the total projected costs associated with our Year 2000 program
will be less than $350,000.

44
<PAGE>

INDUSTRY

Unless otherwise specified, all cable television industry statistical data
in this prospectus are from Paul Kagan Associates, Inc., a leading cable
television industry publisher. The statistical data for the cable television
industry discussed in this prospectus, including growth rates, may not reflect
our future results.

The U.S. cable television industry is projected to pass 96.6 million homes
and serve 67.3 million basic subscribers, representing a penetration of 69.7%,
as of December 31, 1999. Over the past six years, the industry has experienced
a compound annual growth rate of 2.7% in basic subscribers and 8.3% in total
revenues. It is estimated that the annual revenues of the U.S. cable television
industry will be $36.9 billion in 1999 and will grow to $66.4 billion in 2004.
The following table details the projected revenues and growth rates of core
cable services, digital video, high-speed data and telephony from 1999 to 2004:

<TABLE>
<CAPTION>
Compound
Annual
Growth
1999 2004 Rate
---------- ---------- --------
(dollars in millions)
<S> <C> <C> <C>
Core cable services(1)..................... $34,384 $45,892 5.9%
Digital video(2)........................... 1,275 8,091 44.7
High-speed data............................ 503 3,805 49.9
Telephony(3)............................... 727 8,602 63.9
---------- ----------
Total revenues ........................ $36,889 $66,390 12.5%
========== ==========
</TABLE>
------------
(1) Includes basic cable, premium services, advanced analog,
local advertising, home shopping, equipment rental and
installation.
(2) Includes digital video, pay-per-view, near video-on-
demand, video-on-demand and other interactive services.
Near video-on-demand is a pay-per-view service that
allows customers to select and order a movie of their
choice from a selection of movies being broadcast on
several dedicated channels. Each movie is broadcast on
multiple channels to offer the customer several start
times for the same movie. Video-on-demand is a pay-per-
view service that allows customers to select and order a
movie of their choice on demand from a large library of
movies.
(3) Includes business and residential.

The compound annual growth rate in revenues from core cable services is
projected to slow to 5.9% as a result of increased competition in the
multichannel video marketplace and lower subscriber growth rates. We believe,
however, that the cable industry's higher projected total revenues growth
during the next five years will be fueled by a dramatic increase in consumer
awareness of and demand for new broadband services.

. Digital Video. On an industry-wide basis, 5.1 million customers are
projected to subscribe to a digital cable service as of December 31,
1999. By the end of 2000, the number of digital service customers is
projected to increase to 10.6 million, representing a penetration of
15.6% of basic subscribers, and to 33.6 million by 2004, representing a
penetration of 47.3% of basic subscribers.

. Two-Way, High-Speed Data. We believe that cable companies currently
deliver Internet services to over 200 markets throughout the United
States, and over 1.6 million households are projected to receive
Internet access from their cable providers as of December 31, 1999. The
number of homes passed by cable systems offering high-speed, residential
cable Internet services is projected to increase from 29.0 million homes
in 1999 to 39.0 million homes by 2000 and to 62.9 million homes by 2004.
The number of high-speed Internet service customers is expected to be
3.3 million by the end of 2000, representing a penetration of 8.5% of
homes passed, and is further expected to increase to 12.7 million homes
by the end of 2004, representing a penetration of 20.2% of homes passed.

45
<PAGE>

. Telephony. The number of cable telephony customers is expected to be
600,000 by the end of 2000, representing a penetration of 9.0% of the
marketed homes, and 9.8 million customers by 2004, representing a
penetration of 25.0%.

We believe that the increase in consumer demand for and availability of new
broadband services will be driven largely by the following developments:

Internet

A significant development for the cable television industry has been the
emergence of the Internet as a mass medium for commerce and communications.
International Data Corporation estimates that there were approximately 142
million worldwide users of the Internet at the end of 1998 and that the number
of users will grow to 502 million by the end of 2003. The growth in the number
of users, together with the wealth of content available on the Internet, have
led to sharp increases in the daily traffic volume on the Internet. The ability
of Internet service providers to attract and retain customers is largely based
on their capacity to deliver content quickly and reliably. The combination of
richer content and rapidly increasing volume of usage on the Internet can
lengthen the time required for a user to download information over traditional
telephone networks. This has caused Internet users to seek alternative
providers, such as cable television operators, that have the technical
infrastructure to deliver higher speeds.

Telecommunications Act of 1996

The Telecommunications Act of 1996, the first comprehensive revision of the
federal telecommunications laws since 1934, has led to a sharp acceleration of
the industry's evolution. Among other things, this new law intended to promote
competition in the local telephone markets for the first time. Today, several
of the nation's largest cable operators offer local phone service. We believe
recent developments, including AT&T's purchase of Tele-Communications, Inc.,
AT&T's proposed purchase of MediaOne, Inc. and AT&T's proposed joint ventures
with six other cable operators, will likely accelerate the pace of development
of the voice telephony business for the cable industry.

Competition

Cable television operators face increasing competition from satellite,
wireless and wireline competitors in the delivery of multichannel video
programming. From 1993 to 1999, these alternative providers increased their
market share from 3.1% to nearly 16.0% of total television households. During
this same period, however, cable television's penetration of homes passed
increased from 63.1% to 69.7% due to the cable industry's introduction of an
array of core cable products and services, greater technical reliability of its
network and the enhanced quality of its customer service which has resulted in
improved customer satisfaction. In response to increasing competition and to
meet the growing needs of their customers, cable operators are rapidly
upgrading their broadband networks with new technologies to provide their
customers with new and enhanced products and services.

Technology

Most cable operators' upgrade programs feature the use of high capacity,
hybrid fiber optic coaxial architecture in their network design. The hybrid
fiber optic coaxial architecture combines the use of fiber optic cable, which
can carry hundreds of video, data and voice channels over extended distances,
with coaxial cable, which is the most efficient delivery medium for the
connection to the home. As a result, fiber optics and advanced transmission
technology has made it cost-effective for cable operators to consolidate
headends to create large regional networks. This modern network architecture
can provide cable customers with a wide array of enhanced video, voice and
high-speed data communications possibilities. The cable television industry as
a whole invested in excess of $7.7 billion in 1998 to maintain and upgrade
cable networks, creating an enhanced platform for the delivery of digital
television, two-way, high-speed Internet access, interactive services and
telephony.

46
<PAGE>

BUSINESS

Introduction

Since commencement of our operations in March 1996, we have experienced
significant growth by deploying a disciplined strategy of acquiring
underperforming cable systems primarily in markets with favorable demographic
profiles. Through September 1999, we spent approximately $432.4 million to
complete nine acquisitions of cable systems that served 358,000 basic
subscribers. In October and November 1999, we acquired for approximately $759.6
million the cable systems of Triax and Zylstra that served 358,000 basic
subscribers as of September 30, 1999. On a pro forma basis, in 1998 our
revenues were $272.3 million, EBITDA was $122.7 million, operating loss was
$52.3 million and net loss was $116.2 million. On the same basis, for the nine
months ended September 30, 1999, our revenues were $218.6 million, EBITDA was
$101.9 million, operating loss was $43.9 million and net loss was $89.8
million.

We also have generated strong internal growth and improved the operating and
financial performance of our systems. These results have been achieved
primarily through the introduction of an expanded array of core cable
television products and services made possible by the rapid upgrade of our
cable network. Assuming all our systems, excluding the Triax and Zylstra
systems, were acquired on January 1, 1997, in 1998 our revenues grew by 13.0%,
EBITDA increased by 31.9%, the EBITDA margin improved from 35.1% to 41.0% and
our internal subscriber growth was 2.5%. Based on the same assumptions, for the
nine months ended September 30, 1999, our revenues grew by 11.8%, EBITDA
increased by 21.6%, the EBITDA margin improved from 40.4% to 43.9% and our
internal subscriber growth was 1.8%. During these periods, we also experienced
significant increases in operating losses and net losses.

Business Strategy

Improve the Operating and Financial Performance of Our Acquired Cable Systems

We seek to rapidly integrate our acquired cable systems and improve their
operating and financial performance. Prior to completion of an acquisition, we
formulate plans for customer care and billing improvements, network upgrades,
headend consolidation, new product and service launches, competitive
positioning and human resource requirements. After completing an acquisition,
we implement managerial, operating, purchasing, personnel and engineering
changes designed to effect these plans.

Develop Efficient Operating Clusters

Our systems are managed through six operating clusters, including the Triax
and Zylstra systems, by local management teams that oversee system activities
and operate autonomously within financial and operating guidelines established
by our corporate office. To enhance these clusters, our acquisition strategy
focuses, in part, on acquiring or trading for systems in close proximity to our
own systems. By further concentrating the geographic clustering of our cable
systems, we expect additional operating efficiencies through the consolidation
of many managerial, customer service, marketing, administrative and technical
functions.

47
<PAGE>

The clustering of systems also enables us to consolidate headend facilities,
resulting in lower fixed capital costs on a per home basis as we introduce new
and enhanced products and services because of the larger number of customers
served by a single headend facility. As a result of our clustering and upgrade
program, we expect to reduce the number of our headend facilities from 450 as
of September 30, 1999 to 90 by December 2002, so that 92% of our customers will
be served by 40 headend facilities.

Rapidly Upgrade Our Cable Network

We are rapidly upgrading our cable network to provide new broadband products
and services, improve our competitive position and increase overall customer
satisfaction. By December 2002, we anticipate that 91% of our basic subscribers
will be served by cable systems with 550MHz to 750MHz bandwidth capacity and
two-way communications capability. As part of our upgrade program, we plan to
deploy over 10,000 route miles of fiber optic cable to create large regional
fiber optic networks with the potential to provide advanced telecommunications
services. Our upgrade plans will allow us to:

. offer digital cable television, two-way, high-speed Internet access and
interactive video;

. increase channel capacity to a minimum of 82 channels, and significantly
more with digital video technology;

. activate the two-way communications capability of our systems, which
will give our customers the ability to send and receive signals over our
cable network;

. eliminate 360 headend facilities, lowering our fixed capital costs on a
per home basis as we introduce new products and services; and

. utilize our regional fiber optic networks to offer advanced
telecommunications services.

Channel capacity refers to the number of traditional video programming channels
that can be carried over a communications system.

Introduce New and Enhanced Products and Services

We have acquired cable systems that prior to our ownership generally
underserved their customers. We believe that significant opportunities exist to
increase our revenues by expanding the array of products and services we offer.
We have used and will continue to use the expanded channel capacity of our
upgraded systems to introduce several new basic programming services,
additional premium services and numerous pay-per-view channels.

Utilizing digital video technology, we are offering multiple packages of
premium services, several pay-per-view channels on a near video-on-demand
basis, digital music services and interactive program guides. As of December
1999, we offered digital cable services in systems passing 243,000 homes. As a
result of our strategic relationship with SoftNet's ISP Channel, we expect to
accelerate the deployment of two-way, high-speed Internet access throughout our
systems. As of December 1999, we had deployed ISP Channel's two-way, high-speed
Internet access service in systems passing over 177,000 homes. In addition, we
are currently exploring opportunities in interactive video programming and
telecommunications services. ISP Channel is a service mark of SoftNet Systems,
Inc.

Maximize Customer Satisfaction to Build Customer Loyalty

As a result of our strong regional and local management presence, we are
more responsive to customer needs and preferences and better positioned to
strengthen relations with the local government authorities and the communities
we serve. We seek a high level of customer satisfaction by providing superior
customer

48
<PAGE>

service and attractively priced product and service offerings. We believe our
investments in the cable network are increasing customer satisfaction as a
result of a wide array of new product and service introductions, greater
technical reliability and improved quality of service. We have implemented
stringent internal customer service standards, which we believe meet or exceed
those established by the National Cable Television Association. We have
regional calling centers servicing 87% of our customers that are staffed with
dedicated personnel who provide service 24 hours a day, seven days a week. We
believe that our focus on customer service has enhanced our reputation in the
communities we serve, which has increased customer loyalty and the potential
demand for our new and enhanced products and services.

Acquire Underperforming Cable Systems Principally in Non-Metropolitan Markets

Our disciplined acquisition strategy targets underperforming cable systems
serving primarily non-metropolitan markets with favorable demographic profiles.
These systems are typically within the top 50 to 100 television markets and
small and medium-sized communities where customers generally require cable to
clearly receive a full complement of off-air television signals. Our markets
have attractive demographic characteristics, including household growth rates
that on average are higher than the national average. According to National
Decision Systems, the projected household growth in areas served by our systems
is 5.4% for the period ending 2004, exceeding the projected U.S. household
growth of 5.2% for the same period. We believe that there are advantages in
acquiring and operating cable systems in non-metropolitan markets, including:

. less direct competition given the lower housing densities and the
resulting higher costs per customer of constructing a cable network;

. higher penetration levels of our services and lower customer turnover as
a result of fewer competing entertainment alternatives; and

. generally lower overhead and operating costs than those incurred by
cable operators serving larger markets.

In addition, we seek to acquire or trade for cable systems in close
proximity to our existing operations because it is more cost effective to
provide cable television and advanced telecommunications services over an
expanded subscriber base within a concentrated geographic area. We believe that
we may be able to purchase fill-in acquisitions at favorable prices in
geographic regions where we are the dominant provider of cable television
services. In the second half of 1999, we signed one agreement and four letters
of intent to acquire cable systems serving approximately 28,000 basic
subscribers located in close proximity to our systems, thereby complementing
our operating clusters.

Implement a Flexible Financing Structure

To support our business strategy and enhance our financial flexibility, we
have developed a financing strategy utilizing a blend of equity and debt
capital to complement our acquisition and operating activities. We have
diversified our sources of debt capital by raising long term debt at the
holding company level, while utilizing our subsidiaries to access debt,
principally in the commercial bank market, through separate borrowing groups.

We believe our financing strategy is beneficial because it broadens our
access to various equity and debt markets, enhances our flexibility in managing
our capital structure, reduces the overall cost of debt capital and permits us
to maintain a substantial liquidity position in the form of unused and
available subsidiary credit facilities. We intend to use the net proceeds of
this offering to repay approximately $327.1 million of outstanding indebtedness
under our subsidiary credit facilities. As a result, on a pro forma basis for
the offering, we will reduce our financial leverage, increase our unused credit
commitments to approximately $612 million and lower our overall cost of debt
capital to 7.4%.

49
<PAGE>

Products and Services

We provide our customers with the ability to tailor their product selection
from a full array of core cable television services. In addition, we have begun
to offer our customers new and enhanced products and services such as digital
cable services and two-way, high-speed Internet access. We also are exploring
opportunities in interactive video programming and telecommunications services.

Core Cable Television Services

We design both our basic channel line-up and our additional channel
offerings for each system according to demographics, programming preferences,
channel capacity, competition, price sensitivity and local regulation. Our core
cable television service offering includes the following:

Limited Basic. Our limited basic service includes, for a monthly fee, local
broadcast channels, network and independent stations, available over-the-air
limited satellite-delivered programming, and local public, government, home-
shopping and leased access channels.

Family Cable. Our Family Cable service includes, for an additional monthly
fee, various satellite-delivered, non-broadcast channels such as CNN, MTV, USA
Network, ESPN, Lifetime, Nickelodeon and TNT.

Premium Channels. These services are satellite delivered channels consisting
principally of feature films, original programming, live sports events,
concerts and other special entertainment features, usually presented without
commercial interruption. HBO, Cinemax, Showtime, The Movie Channel and Starz
are typical examples. Such premium programming services are offered by the
systems both on a per-channel basis and as part of premium service packages
designed to enhance customer value and to enable us to take advantage of
programming agreements offering cost incentives based on premium service unit
growth.

The significant expansion of bandwidth capacity resulting from our capital
improvement program will allow us to expand the use of tiered and multichannel
packaging strategies for marketing and promoting premium and niche programming
services. We believe that these packaging strategies will increase basic and
premium penetration as well as revenue per basic subscriber.

Pay-Per-View. These channels allow customers to pay to view a single showing
of a feature film, live sporting event, concert and other special event, on an
unedited, commercial-free basis. Such pay-per-view services are offered by us
on a per-viewing basis, with subscribers only paying for programs which they
select for viewing.

Digital Cable Services

Digital video technology is a computerized method of defining, transmitting
and storing information that makes up a television signal. Digital video
technology allows us to greatly increase our channel offerings through the use
of compressed digital video technology, which converts one analog channel into
eight to 12 digital channels. The digitally compressed signal is uplinked to a
satellite, which sends the signal back down to our cable system's headend to be
distributed, via optical fiber and coaxial cable, to our customer's home. A
digital capable set-top box in the customer's home converts the digital signal
back into an analog format so that it can be viewed on a normal television
screen. We believe the implementation of digital technology has significantly
enhanced and expanded the video and service offerings we provide to our
customers.

We provide our digital video customers with programming packages that
include:

. up to 41 multichannel premium services;

. 34 pay-per-view movie and sports channels;

. up to 45 channels of digital music; and

. an interactive on-screen program guide to help them navigate the new
digital choices.

50
<PAGE>

We introduced digital cable services in June 1999. To date, we have achieved
a digital cable penetration of 7.4% in the two systems where digital cable
services have been available since June 1999. For the month of November 1999,
average per customer revenue was approximately $20.04 for our digital service.
As of December 1999, we offered digital cable services in systems passing
approximately 243,000 homes. We expect to rapidly introduce digital cable
television in our remaining systems, including the Triax and Zylstra systems,
as we upgrade our cable network and consolidate our headend facilities.

High-Speed Internet Access

We plan to introduce two-way, high-speed Internet access over our network in
substantially all of our systems. The broadband cable network enables data to
be transmitted up to 100 times faster than traditional telephone modem
technologies. This high-speed capability allows our cable modem customer to
download large files from the Internet in a fraction of the time required when
using the traditional telephone modem. It also allows much quicker response
times when surfing the Internet, providing a richer experience for the
customer. In addition, the two-way communications capability of the cable
Internet connection eliminates the need for a telephone line, is always on and
does not require the customer to dial into the Internet service provider and
await authorization.

To ensure that inter-operable, non-proprietary cable modems are made
available for purchase by customers on a retail basis, the cable industry has
developed general software operating standards, known as data over cable
service interface specifications. As of December 1999, thirteen cable industry
vendors, including equipment manufacturers such as Cisco, General Instrument,
Phillips Electronics, Samsung, Scientific-Atlanta, Sony, Thomson and Toshiba,
received official certification from Cable Television Laboratories, Inc. As a
result, standardized cable modems are currently available for purchase through
various distribution channels including retail outlets, bundled with personal
computer purchases, and directly through the cable operator. Such availability
will allow customers to use these modems in different systems similar to the
traditional telephone modem, and should accelerate the deployment of high-speed
Internet access over cable networks.

We believe that the speed, ease of installation and ubiquity of cable modems
will increase the use and impact of the Internet. Furthermore, we believe that
the cable television network combined with data over cable service interface
specifications is currently the best vehicle to deliver all Internet protocol
services including Internet access, broadband content, streaming media and
Internet protocol telephony to our customers both on the computer and to the
television via a digital set-top box, even though other high-speed alternatives
are being developed.

In November 1999, we completed an agreement with SoftNet to deploy its two-
way, high-speed Internet access services throughout our cable systems. The
service will be marketed under SoftNet's branded name, ISP Channel. ISP Channel
also provides several additional services, such as the ability to dial-up from
the customer's home or business, multiple computer access and Internet fax
services. Through the agreement with SoftNet, we are required to upgrade our
cable network to provide two-way communications capability in systems passing
900,000 homes, including the Triax and Zylstra systems, and make available such
homes to SoftNet by December 2002. As of December 1999, we had deployed ISP
Channel's two-way, high-speed Internet access service in systems passing over
177,000 homes. As consideration for giving SoftNet access to our customers,
SoftNet issued to us 3.5 million shares of its common stock, representing a
market value of approximately $82 million as of January 10, 2000.

We currently provide high-speed Internet access to approximately 300
customers through the use of one-way cable modems, which permit data to be
downstreamed at high-speed while utilizing a telephone line return path. We
also provide dial-up telephone Internet access to approximately 4,500 customers
in two of our markets. The provision of this dial-up service creates a customer
base that can be upgraded to the two-way, high-speed cable modem service in the
future.

51
<PAGE>

Interactive Services

Our upgraded cable network will have the capacity to deliver various
interactive television services. Interactive television can be divided among
three general service categories: enhanced television; Internet over the
television; and video-on-demand. These new services enable the customer to
interact over the television set, generally by using a conventional remote
television control or a computer keyboard, to either buy a product or service
or request information on a product or service.

Enhanced television includes such services as ancillary programming
information, interactive advertising and impulse sales and purchases. Companies
delivering enhanced television services include TV Guide Interactive, Wink
Communications and Source Media. TV Guide Interactive provides the most basic
enhanced television service, a navigator that permits customers to customize
television program listings, set reminders and parental controls and order pay-
per-view events. Wink offers viewers the opportunity to interact with the
television during programs or commercials by way of flashing icons, leading
them to program-related information, such as news, sports and weather, or the
ability to purchase merchandise, or request product samples, coupons or
catalogues. Source Media allows viewers to receive local programming and
information services using a local guide and navigator with an Internet style
experience.

Companies providing Internet access over the television include WebTV and
WorldGate Communications. Internet access and e-mail are delivered using a set-
top box with the customer using a wireless keyboard. WebTV customers buy the
set-top device at retail outlets and are able to view enhanced web images on
the television screen. WorldGate Communications allows a viewer watching a
commercial or program on the television to link directly to a related web page
and requires no purchase by the customer of the set-top box. WorldGate
Communications uses the set-top boxes now being deployed by the cable industry.

Companies providing video-on-demand such as DIVA Systems Corporation and
Intertainer Inc. use servers at the headend facility of a cable system to
provide hundreds of movies or special events on demand with video cassette
recorder functionality, or the ability to fast forward, pause and rewind a
program at will. Using a remote control, customers order programming through
their set-tops that signals the server, enabling hardware and software residing
at the headend facility.

While we have not entered into any agreements with any interactive service
providers, we are in discussions with several such providers and will introduce
interactive services to our customers in 2000.

Telecommunications Services

During the last several years, the cable industry has been developing the
capability to provide telephony services. Several of the nation's largest cable
operators now offer residential and/or commercial phone service. We believe
recent developments, including AT&T's purchase of Tele-Communications, Inc.,
its proposed purchase of MediaOne, Inc. and its proposed joint ventures with
six other cable operators, will likely accelerate the pace of development of
the voice telephony business for the cable industry. We are exploring
technologies using Internet protocol telephony as well as traditional switching
technologies that are currently available to transmit telephony signals over
our cable network.

Our upgrade plans include the installation of over 10,000 route miles of
fiber optic cable resulting in the creation of large, high-capacity regional
networks. We expect to construct our networks with excess fiber optic capacity,
thereby affording us the flexibility to pursue new data and telecommunications
opportunities such as:

. providing wide-area networks, which extends a local area network outside
one building to other local area networks in other buildings and in
possibly other cities;

. providing point-to-point data services, which is a secure circuit that
directly connects two points;

. offering virtual private networks, which use a shared data network to
transport private data reliably and securely;

52
<PAGE>

. leasing dark fiber capacity to enable carriers to penetrate markets and
bypass incumbent providers; and

. entering into strategic relationships, similar to our relationship with
SoftNet, to leverage our network footprints.

Our Systems

Overview

Prior to the acquisitions of the Triax and Zylstra systems, we managed our
systems through four operating regions: Southern, Mid-Atlantic, Central and
Western. The table below and the discussion that follows provide an overview of
selected operating and technical statistics for our four established regions
and the Triax and Zylstra systems as of September 30, 1999, unless otherwise
indicated.

<TABLE>
<CAPTION>
Southern Mid-Atlantic Central Western Triax Zylstra Total
-------- ------------ ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Data:

Homes passed............... 191,700 126,000 125,500 81,800 522,500 21,500 1,069,000
Basic subscribers.......... 135,200 88,300 81,200 53,300 344,000 14,000 716,000
Basic penetration.......... 70.5% 70.1% 64.7% 65.2% 65.8% 65.1% 67.0%
Premium service units...... 185,400 80,900 107,100 23,100 167,000 4,000 567,500
Premium penetration........ 137.1% 91.6% 131.9% 43.3% 48.5% 28.6% 79.3%
Average monthly revenues
per basic subscriber(1).. $37.51 $34.89 $35.07 $37.48 $33.16 $29.41 $34.65

Cable Network Data:
Miles of plant............. 4,850 2,980 2,990 1,370 9,800 280 22,270
Density(2)................. 40 42 42 60 53 77 48
Headend facilities......... 53 12 66 9 305 5 450
Headend facilities after
upgrades(3)............... 10 7 18 9 42 4 90
Percentage of basic
subscribers
at 550MHz to 750MHz....... 66.6% 93.9% 65.8% 65.7% 30.3% 31.4% 51.7%
</TABLE>
- ---------------------
(1) Represents average monthly revenues for the three months ended September
30, 1999, divided by average basic subscribers for such period.
(2) Represents homes passed divided by miles of plant.
(3) Represents number of headend facilities by December 2002 based on our
current upgrade program.

Southern Region

Over 82% of our basic subscribers in this region are located in the suburbs
and outlying areas of Pensacola, Fort Walton Beach and Panama City, Florida;
Mobile and Huntsville, Alabama; and Biloxi, Mississippi. As of September 30,
1999, the region's systems passed approximately 191,700 homes and served
approximately 135,200 basic subscribers. The internal subscriber growth for
this region was 2.7% for the period ending September 30, 1999. We measure
internal subscriber growth as the percentage change in basic subscribers over a
12-month period, excluding the effects of acquisitions. According to National
Decision Systems, the projected household growth in areas served by the
Southern region's systems is 8.8% for the period ending 2004, exceeding the
projected U.S. household growth of 5.2% for the same period. All of the
region's basic subscribers are serviced from a regional customer service center
in Gulf Breeze, Florida, which provides 24 hour, seven day per week service.

53
<PAGE>

We have made and continue to make significant investments to upgrade the
Southern region's cable network. By June 2000, we expect that 85% of this
region's basic subscribers will be served by systems with 550MHz to 750MHz
bandwidth capacity. As of December 1999, we offered digital cable services in
systems passing 73,000 homes and ISP Channel's Internet services in systems
passing 53,000 homes. By December 2002, we anticipate that 95% of the region's
basic subscribers will be served by systems with two-way communications
capability and that the number of headend facilities will be reduced from 53 to
ten. At that time, we expect that 85% of this region's basic subscribers will
be served by five headend facilities.

Mid-Atlantic Region

The Mid-Atlantic region's systems serve communities in lower Delaware,
southeastern Maryland and the northeastern and western areas of North Carolina.
Our two largest systems in this region are Hendersonville, North Carolina, near
Asheville, North Carolina, and lower Delaware, outside of Ocean City, Maryland.
As of September 30, 1999, the region's systems passed approximately 126,000
homes and served approximately 88,300 basic subscribers. According to National
Decision Systems, the projected household growth in areas served by the Mid-
Atlantic region's systems is 8.6% for the period ending 2004, exceeding the
projected U.S. household growth of 5.2% for the same period. The internal
subscriber growth for this region was 2.4% for the period ending September 30,
1999. Approximately 65% of the region's basic subscribers are serviced from our
regional customer service centers, which provide 24 hour, seven day per week
service.

We have significantly upgraded the Mid-Atlantic region's systems with 92% of
basic subscribers served by systems with at least 550MHz bandwidth capacity. As
of December 1999, we offered digital cable services in systems passing 77,000
homes and ISP Channel's Internet services in systems passing 45,000 homes. By
December 2002, we expect that 95% of the region's basic subscribers will be
served by systems with two-way communications capability and that the number of
headend facilities will be reduced from 12 to seven. At that time, we expect
that 94% of the region's basic subscribers will be served by three headend
facilities.

Central Region

The Central region's systems serve the suburbs and outlying areas of Kansas
City and Springfield, Missouri, Topeka, Kansas, and communities in the western
portion of Kentucky. As of September 30, 1999, the region's systems passed
approximately 125,500 homes and served approximately 81,200 basic subscribers.
The internal subscriber growth rate of this region was 0.6% for the period
ending September 30, 1999. According to National Decision Systems, the
projected U.S. household growth in areas served by the Central region's systems
is 4.7% for the period ending 2004, as compared to the projected U.S. household
growth of 5.2% for the same period. Substantially all of the region's basic
subscribers are serviced from our regional customer service centers, which
provide 24 hour, seven day per week service.

As a result of our continuing investments in the cable network, the Central
region will see significant increases in channel capacity. By June 2000, we
expect that 89% of this region's basic subscribers will be served by one system
with 550MHz to 750MHz bandwidth capacity. As of December 1999, we offered
digital cable services in systems passing 21,000 homes and ISP Channel's
Internet services in systems passing 12,000 homes. By December 2002, we expect
that 90% of the Central region's basic subscribers will be served by systems
with two-way communications capability and that the number of headend
facilities will be reduced from 66 to 18. At that time, we expect that 60% of
the region's basic subscribers will be served by three headend facilities.

Western Region

The Western region's systems serve communities in the following areas:
Clearlake, California; the Indian Wells Valley in central California; portions
of Riverside County and San Diego County, California; and Nogales, Arizona and
outlying areas. As of September 30, 1999, the region's systems passed
approximately

54
<PAGE>

81,800 homes and served approximately 53,300 basic subscribers. The region's
internal basic subscriber growth was flat for the period ending September 30,
1999. According to National Decision Systems, the projected household growth in
areas served by the Western region's systems is 6.7% for the period ending
2004, exceeding the projected U.S. household growth of 5.2% for the same
period. The region's basic subscribers are serviced from seven local offices.
In the Western region, we also provide high-speed Internet access to
approximately 300 customers through the use of one-way cable modems and dial-up
telephone Internet access to approximately 4,500 customers.

We have significantly upgraded the Western region's systems with all basic
subscribers served by systems with a minimum 450MHz bandwidth capacity and over
65% served by systems with 550MHz bandwidth capacity. As of December 1999, we
offered digital cable services in systems passing 46,000 homes and ISP
Channel's Internet services in systems passing over 42,000 homes. Where
possible we plan to offer to all our existing Internet customers ISP Channel's
two-way, high-speed services. By December 2002, we expect that 90% of the
Western region's basic subscribers will be served by systems with at least
550MHz bandwidth capacity and two-way communications capability. The region's
basic subscribers are served by nine headend facilities.

Triax Systems

As of September 30, 1999, the Triax systems passed approximately 522,500
homes and served approximately 344,000 basic subscribers. Many of Triax's
systems are located within 30 miles of major or medium-sized markets, including
Minneapolis and Rochester, Minnesota; Bloomington, Champaign, Decatur, Peoria,
and Springfield, Illinois; Elkhart, Fort Wayne, and South Bend, Indiana; and
Cedar Rapids, Iowa. Substantially all of Triax's basic subscribers are serviced
from two regional customer service centers, which provide 24 hour, seven day
per week service. The Triax systems also include two systems serving
approximately 8,000 customers in Arizona, which our Western region will manage
and operate.

The Triax systems consist of two operating regions: the Midwest region and
the North Central region. The Midwest region manages and operates systems
serving approximately 173,500 basic subscribers principally in Illinois and
Indiana. The Midwest region's larger systems serve the communities of
Jacksonville, Ottawa, Pontiac and Streater, Illinois and Angola, Auburn,
Bluffton, Bremen, Kendallville and North Webster, Indiana. According to
National Decision Systems, the projected household growth in areas served by
the Midwest region's systems is 3.5% for the period ending 2004, as compared to
the projected U.S. household growth of 5.2% for the same period.

The North Central region manages and operates systems serving approximately
162,500 basic subscribers principally in Iowa, Minnesota and Wisconsin. The
North Central region's larger systems serve the communities of Lake Minnetonka,
Savage and Prior Lake, Minnesota; Praire du Chien, Mauston, Platteville and
Viroqua, Wisconsin; and Esterville and Spencer, Iowa. According to National
Decision Systems, the projected household growth in areas served by the North
Central region's systems is 3.5% for the period ending 2004, as compared to the
projected U.S. household growth of 5.2% for the same period.

As of September 30, 1999, approximately 62% of Triax's basic subscribers
were served by systems with at least 400MHz bandwidth capacity. As of December
1999, we offered digital cable services in systems passing 20,000 homes and ISP
Channel's Internet services in systems passing 25,000 homes. We plan to make
significant capital investments in the Triax systems to increase bandwidth
capacity, activate two-way communications capability and consolidate headend
facilities. By December 2002, as a result of our planned investments to upgrade
Triax's cable network, we expect that 88% of Triax's basic subscribers will be
served by systems with 550MHz to 750MHz bandwidth capacity and two-way
communications capability. At that time, we expect the number of Triax's
headend facilities will be reduced from 305 to 42 and that 60% of Triax's basic
subscribers will be served by five headend facilities.

55
<PAGE>

Zylstra Systems

The Zylstra systems serve communities in Vermillion and Yankton, South
Dakota; Worthington and Luverne, Minnesota; and Orange City and Alton, Iowa. As
of September 30, 1999, these systems passed approximately 21,500 homes and
served approximately 14,000 basic subscribers. We anticipate expanding the
level of customer service that Zylstra's subscribers receive by utilizing our
customer service centers to provide 24 hour, seven day per week service. The
Zylstra systems are now part of our North Central region.

As of September 30, 1999, approximately 66% of Zylstra's basic subscribers
were served by systems with at least 400MHz bandwidth capacity. As of December
1999, we offered digital cable services in one system passing over 6,000 homes.
By December 2001, we expect that all of the Zylstra systems will be upgraded to
750MHz bandwidth capacity and that digital cable and ISP Channel's Internet
services will be made available to Zylstra's subscribers. Zylstra's basic
subscribers are served by five headend facilities, one of which is scheduled to
be eliminated.

Technology Overview

As part of our commitment to maximize customer satisfaction, to improve our
competitive position and to introduce new and enhanced products and services to
our customers, we plan to make significant investments in our cable network,
including the Triax and Zylstra systems, over the three-year period ending
December 2002. During such period, we intend to invest approximately $400
million, with approximately $240 million used to upgrade our cable network. The
remaining $160 million will be spent on plant expansion, digital headend
facilities and set-top boxes, cable modems and maintenance. The objectives of
our upgrade program are:

. to increase the bandwidth capacity to 750MHz or higher;

. to activate two-way communications capability;

. to consolidate our headend facilities, through the extensive deployment
of fiber optic networks; and

. to allow us to provide digital cable television, two-way, high-speed
Internet access, interactive video and other telecommunications
services.

The following table describes the technological state of our cable network,
including the Triax and Zylstra systems, as of September 30, 1999 and through
December 31, 2002, based on our current upgrade plans:

<TABLE>
<CAPTION>
Percentage of Basic Subscribers
---------------------------------
Less than 400MHz- 550MHz- Two-Way
400MHz 450MHz 750MHz Capable
--------- ------- ------- -------
<S> <C> <C> <C> <C>
September 30, 1999....................... 25% 23% 52% 6%
December 31, 1999........................ 19% 23% 58% 11%
December 31, 2000........................ 7% 21% 72% 42%
December 31, 2001........................ 0% 19% 81% 67%
December 31, 2002........................ 0% 9% 91% 91%
</TABLE>

By December 2002, we expect that 91% of our basic subscribers will be served
by systems with two-way communications capability. This will permit our
customers to send and receive signals over the cable network so that
interactive services, such as video-on-demand, will be accessible and high-
speed Internet access will not require a separate telephone line. Two-way
communications capability will also position us to offer cable telephony, using
either Internet protocol telephony as it becomes commercially feasible, or the
traditional switching technologies that are currently available.

A central feature of our upgrade program is the deployment of high capacity,
hybrid fiber-optic coaxial architecture. The hybrid fiber optic coaxial
architecture combines the use of fiber optic cable, which can carry hundreds of
video, data and voice channels over extended distances, with coaxial cable,
which requires a more extensive signal amplification in order to obtain the
desired levels for delivering channels. In most of our

56
<PAGE>

systems, we connect fiber optic cable to individual nodes serving an average of
350 homes or commercial buildings. A node is a single connection to a system's
main, high-capacity fiber optic cable that is shared by a number of customers.
Coaxial cable is then connected from each node to the individual homes or
buildings. We believe hybrid fiber optic coaxial architecture provides higher
capacity, superior signal quality, greater network reliability and reduced
operating costs than traditional cable network design. Together with our plans
for two-way communications capability, we believe hybrid fiber optic coaxial
architecture will enhance our cable network's capability to provide advanced
telecommunications services.

As of September 30, 1999, our systems were operated from 450 headend
facilities, including the Triax and Zylstra systems. We believe that fiber
optics and advanced transmission technologies make it cost effective to
consolidate our headend facilities, allowing us to realize operating
efficiencies and resulting in lower fixed capital costs on a per home basis as
we introduce new products and services. By December 2002, we plan to eliminate
360 headend facilities so that all of our customers will be served by 90
headend facilities and 92% of our customers will be served by 40 headend
facilities.

As part of this headend consolidation program, we plan to deploy over 10,000
route miles of fiber optic cable to create large regional fiber optic networks
with the potential to provide advanced telecommunications services. We expect
to construct our regional networks with excess fiber optic capacity in order to
accommodate new and expanded products and services in the future.

Sales and Marketing

We seek to be the premier provider of entertainment, information and
telecommunications services in the markets we serve. Our marketing programs and
campaigns offer a variety of cable services creatively packaged and tailored to
appeal to each of our local markets and to segments within each market. We
routinely survey our customers to ensure that we are meeting their demands and
our customer surveys keep us abreast of our competition so that we can counter
effectively competitors' service offerings and promotional campaigns. With our
strong local presence, we interact with our customers on a more individualized
basis allowing us to better service our customers and enhance customer loyalty
and trust.

We use a coordinated array of marketing techniques to attract and retain
customers and to increase premium service penetration, including door-to-door
and direct mail solicitation, telemarketing, media advertising, local
promotional events typically sponsored by programming services and cross-
channel promotion of new services and pay-per-view.

We build awareness of our brand through a variety of promotional campaigns,
particularly in our newly acquired systems. As a result of our branding
efforts, our emphasis on customer service and our investments in the cable
network, we believe we have developed a reputation for quality, reliability and
timely introduction of new products and services.

We invest a significant amount of time, effort and financial resources in
the training and evaluation of our marketing professionals and customer sales
representatives. Our approximately 100 customer sales representatives customize
their sales presentation to fit each of our customers' specific needs by
conducting focused consumer research and are given the incentive to use their
frequent contact with our customers as opportunities to sell our new products
and services. As a result, we believe we can accelerate the introduction of new
products and services to our customers and achieve high success rates in
attracting and retaining customers.

Programming Supply

We have various contracts to obtain basic and premium programming for the
systems from program suppliers whose compensation is typically based on a fixed
fee per customer. Our programming contracts are generally for a fixed period of
time and are subject to negotiated renewal. Some program suppliers provide
volume discount pricing structures or offer marketing support to us. Our
successful marketing of multiple premium service packages emphasizing customer
value enables us to take advantage of such cost incentives. In

57
<PAGE>

addition, we are a member of the National Cable Television Cooperative, Inc., a
programming consortium consisting of small to medium-sized multiple system
operators serving, in the aggregate, over twelve million cable subscribers. A
multiple system operator is a cable television operator that owns or operates
more than one cable television system. The consortium helps create efficiencies
in the areas of obtaining and administering programming contracts, as well as
secures more favorable programming rates and contract terms for small to
medium-sized cable operators. We intend to negotiate programming contract
renewals both directly and through the consortium to obtain the best available
contract terms.

Our programming costs are expected to increase in the future due to
additional programming being provided to our customers, increased costs to
purchase programming, inflationary increases and other factors affecting the
cable television industry. Although we will legally be able to pass through
expected increases in our programming costs to customers, there can be no
assurance that the marketplace will allow us to do so. We also have various
retransmission consent arrangements with commercial broadcast stations which
generally expire in January 2000 and beyond. None of these consents require
payment of fees for carriage. However, we have entered into agreements with
certain stations to carry satellite-delivered cable programming which is
affiliated with the network carried by such stations.

Currently, there are over 150 cable networks seeking to be carried on our
systems. We leverage our analog and digital channel capacity resulting from our
capital improvement program to negotiate with our programming suppliers more
favorable long-term contracts and other financial arrangements to offset
programming cost increases.

Customer Rates

Monthly customer rates for services vary from market to market, primarily
according to the amount of programming provided. As of September 30, 1999,
excluding the Triax and Zylstra systems, our monthly basic service rates for
residential customers ranged from $4.93 to $35.95; the combined monthly basic
and expanded basic service rates for residential customers ranged from $23.95
to $36.95; and per-channel premium service rates, not including special
promotions, ranged from $1.75 to $12.50 per service for our systems, excluding
the Triax and Zylstra systems. For the three months ended September 30, 1999,
excluding the Triax and Zylstra systems, the weighted average monthly rate for
our combined basic and expanded basic services was approximately $27.35.

Prior to our acquisition of the Triax systems, we were an eligible small
cable company under FCC rules which enabled us to utilize a simplified rate
setting methodology for most of the systems in establishing maximum rates for
basic and expanded basic services. This methodology almost always results in
rates that exceed those produced by the cost-of-service rules applicable to
larger cable operators. The cost-of-service rules refer to the rate setting
methodology prescribed by the FCC. Prior to our acquisition of their systems,
Triax also used the simplified rate setting methodology, although in a small
percentage of their systems. Although we are no longer an eligible small cable
company, in most cases, our systems which utilized this methodology, including
the recently acquired Triax systems, are allowed to maintain the rates set
thereby. For additional information, see "Legislation and Regulation--Federal
Regulation--Rate Regulation." We believe that our rate practices are generally
consistent with the current practices in the industry.

A one-time installation fee, which we may wholly or partially waive during a
promotional period, is usually charged to new customers. We charge monthly fees
for converters and remote control tuning devices and also charge administrative
fees for delinquent payments for service. Customers are free to discontinue
service at any time without additional charge in the majority of the systems
and may be charged a reconnection fee to resume service. Commercial customers,
such as hotels, motels and hospitals, are charged negotiated monthly fees and a
non-recurring fee for the installation of service. Multiple dwelling units,
which include commercial customers as well as condominiums and apartment
complexes, may be offered a bulk rate in exchange for single-point billing and
basic service to all units.

58
<PAGE>

In addition to customer fees, we derive modest amounts of revenues from the
sale of local spot advertising time on locally originated and satellite-
delivered programming and from affiliations with home shopping services, which
offer merchandise for sale to customers and compensate system operators with a
percentage of their sales receipts. We expect to increase the sale of
advertising time and the revenues derived from such sales as a result of the
consolidation of our headend facilities. This consolidation will significantly
increase the number of customers we serve from many of our headend facilities
which we expect will result in increased advertising revenues.

Customer Service and Community Relations

We are dedicated to providing superior customer service. Our emphasis on
system reliability and customer satisfaction is a cornerstone of our business
strategy. We expect that on-going investments in our cable network will
significantly strengthen customer service as it will enhance the reliability of
our cable network and allow us to introduce new programming and other services
to our customers. We have implemented stringent internal customer service
standards, which we believe meet or exceed those established by the National
Cable Television Association. We maintain five regional calling centers, which
service 87% of our systems' customers. They are staffed with dedicated
personnel who provide service to our customers 24 hours a day, seven days a
week, on a toll-free basis. We believe our regional calling centers allow us to
coordinate more effectively installation appointments and reduce response time
to customer inquiries. We continue to invest in both personnel and equipment of
our regional calling centers to ensure that these operating units are
professionally managed and employ state-of-the-art technology.

In addition, we are dedicated to fostering strong community relations in the
communities served by our systems. We support local charities and community
causes in various ways, including staged events and promotional campaigns to
raise funds and supplies for persons in need and in-kind donations that include
production services and free airtime on cable networks. We participate in the
"Cable in the Classroom" program, which is a national effort by cable companies
to provide schools with free cable television service and, where available,
Internet access. We also install and provide free cable television service to
government buildings and not-for-profit hospitals in our franchise areas. We
believe that our relations with the communities in which our systems operate
are good.

Franchises

Cable systems are generally operated under non-exclusive franchises granted
by local governmental authorities. These franchises typically contain many
conditions, such as: time limitations on commencement and completion of
construction; conditions of service, including number of channels, types of
programming and the provision of free service to schools and other public
institutions; and the granting of insurance and indemnity bonds by the cable
operator. The provisions of local franchises are subject to federal regulation
under the Communications Act of 1934, as amended.

As of September 30, 1999, our systems, including the Triax and Zylstra
systems, were subject to 891 franchises. These franchises, which are non-
exclusive, provide for the payment of fees to the issuing authority. In most of
the systems, such franchise fees are passed through directly to the customers.
The 1984 Cable Act prohibits franchising authorities from imposing franchise
fees in excess of 5% of gross revenues and also permits the cable television
system operator to seek renegotiation and modification of franchise
requirements if warranted by changed circumstances.

59
<PAGE>

Substantially all of our systems' basic subscribers are in service areas
that require a franchise. The table below groups the franchises of our systems,
including the Triax and Zylstra systems, by date of expiration and presents the
approximate number and percentage of basic subscribers for each group of
franchises on a pro forma basis as of September 30, 1999.

<TABLE>
<CAPTION>
Percentage of Number of Percentage of
Year of Franchise Number of Total Basic Total Basic
Expiration Franchises Franchises Subscribers Subscribers
----------------- ---------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
1999 through 2002....... 214 24.0% 174,100 24.3%
2003 and thereafter..... 677 76.0% 541,900 75.7%
--- ----- ------- -----
Total................. 891 100.0% 716,000 100.0%
=== ===== ======= =====
</TABLE>

The 1984 Cable Act provides, among other things, for an orderly franchise
renewal process in which franchise renewal will not be unreasonably withheld
or, if renewal is denied and the franchising authority acquires ownership of
the system or effects a transfer of the system to another person, the operator
generally is entitled to the fair market value for the system covered by such
franchise. In addition, the 1984 Cable Act established comprehensive renewal
procedures which require that an incumbent franchisee's renewal application be
assessed on its own merits and not as part of a comparative process with
competing applications.

We believe that we generally have good relationships with our franchising
communities. We have never had a franchise revoked or failed to have a
franchise renewed. In addition, substantially all of our franchises eligible
for renewal have been renewed or extended prior to their stated expirations,
and no franchise community has refused to consent to a franchise transfer to
us.

Competition

Providers of Broadcast Television and Other Entertainment

Cable systems compete with other communications and entertainment media,
including over-the-air television broadcast signals that a viewer is able to
receive directly. The extent to which a cable system competes with over-the-air
broadcasting depends upon the quality and quantity of the broadcast signals
available by direct antenna reception compared to the quality and quantity of
such signals and alternative services offered by a cable system. Cable systems
also face competition from alternative methods of distributing and receiving
television signals and from other sources of entertainment such as live
sporting events, movie theaters and home video products, including videotape
recorders and videodisc players. In recent years, the FCC has adopted policies
authorizing new technologies and a more favorable operating environment for
certain existing technologies that provide, or may provide, substantial
additional competition for cable television systems. The extent to which a
cable television service is competitive depends in significant part upon the
cable system's ability to provide a greater variety of programming, superior
technical performance and superior customer service than are available over the
air or through competitive alternative delivery sources.

Direct Broadcast Satellite Providers

Individuals can purchase home satellite dishes, which allow them to receive
satellite-delivered broadcast and non-broadcast program services that formerly
were available only to cable television subscribers. Most satellite-distributed
program signals are electronically scrambled to permit reception only with
authorized decoding equipment for which the consumer must pay a fee. The 1992
Cable Act enhances the right of cable competitors to purchase non-broadcast
satellite-delivered programming. For additional information, see "Legislation
and Regulation--Federal Regulation."

Television programming is now also being delivered to individuals by high-
powered direct broadcast satellites utilizing video compression technology.
This technology can provide more than 150 channels of

60
<PAGE>

programming over a single high-powered satellite with significantly higher
capacity available if, as is the case with DIRECTV, multiple satellites are
placed in the same orbital position. Until recently, direct broadcast satellite
operators could not legally deliver local broadcast signals. Legislation
permitting direct broadcast satellite operators to transmit local broadcast
signals was enacted on November 29, 1999. This eliminates a significant
competitive advantage which cable system operators have had over direct
broadcast satellite operators. Direct broadcast satellite operators have begun
delivering local broadcast signals in the largest markets and there are plans
to expand such coverage to many more markets over the next year. Direct
broadcast satellite service can be received virtually anywhere in the
continental United States through the installation of a small roof top or side-
mounted antenna, and it is more accessible than cable television service where
a cable plant has not been constructed or where it is not cost effective to
construct cable television facilities. Direct broadcast satellite service is
being heavily marketed on a nationwide basis by several service operators.

Multichannel Multipoint Distribution Systems

Multichannel multipoint distribution systems deliver programming services
over microwave channels licensed by the FCC and received by subscribers with
special antennas. These wireless cable systems are less capital intensive, are
not required to obtain local franchises or pay franchise fees, and are subject
to fewer regulatory requirements than cable television systems. To date, the
ability of wireless cable services to compete with cable systems has been
limited by a channel capacity of up to 35-channels and the need for
unobstructed line-of-sight over-the-air transmission. Although relatively few
wireless cable systems in the United States are currently in operation or under
construction, virtually all markets have been licensed or tentatively licensed.
The use of digital compression technology, and the FCC's recent amendment to
its rules to permit reverse path or two-way transmission over wireless
facilities, may enable multichannel multipoint distribution systems to deliver
more channels and additional services, including Internet related services.
Digital compression technology refers to the conversion of the standard video
signal into a digital signal and the compression of that signal to facilitate
multiple channel transmissions through a single channel's signal.

Private Cable Television Systems

Private cable television systems compete with conventional cable television
systems for the right to service condominiums, apartment complexes and other
multiple unit residential developments. The operators of these private systems,
known as satellite master antenna television systems, often enter into
exclusive agreements with apartment building owners or homeowners' associations
that preclude franchised cable television operators from serving residents of
such private complexes. However, the 1984 Cable Act gives franchised cable
operators the right to use existing compatible easements within their franchise
areas on nondiscriminatory terms and conditions. Accordingly, where there are
preexisting compatible easements, cable operators may not be unfairly denied
access or discriminated against with respect to access to the premises served
by those easements. Conflicting judicial decisions have been issued
interpreting the scope of the access right granted by the 1984 Cable Act,
particularly with respect to easements located entirely on private property.
Under the 1996 Telecom Act, satellite master antenna television systems can
interconnect non-commonly owned buildings without having to comply with local,
state and federal regulatory requirements that are imposed upon cable systems
providing similar services, as long as they do not use public rights of way.
The FCC has held that the latter provision is not violated so long as
interconnection across public rights of way is provided by a third party.

Advertising Sales

The cable television industry competes with radio, broadcast television,
print media, and the Internet for advertising revenues. As the cable television
industry continues to offer more of its own programming channels, such as
Discovery and USA Network, we expect income from advertising revenues to
increase.

61
<PAGE>

Traditional Overbuilds

Cable television systems are operated under non-exclusive franchises granted
by local authorities. More than one cable system may legally be built in the
same area. Franchising authorities have from time to time granted additional
franchises to other companies, including other cable operators or telephone
companies, and these additional franchises might contain terms and conditions
more favorable than those afforded to the incumbent cable operator. In
addition, entities willing to establish an open video system, under which they
offer unaffiliated programmers non-discriminatory access to a portion of the
system's cable system may be able to avoid significant local franchising
requirements. Well financed businesses from outside the cable industry, such as
public utilities which already possess or are developing fiber optic and other
transmission facilities in the areas they serve may over time become
competitors. We believe that various entities are currently offering cable
service to an estimated 20,000 homes passed in the service areas of our
franchises.

Other Competition

The FCC has authorized a new interactive television service which permits
non-video transmission of information between an individual's home and
entertainment and information service providers. This service, which can be
used by direct broadcast satellite systems, television stations and other video
programming distributors, including cable television systems, is an alternative
technology for the delivery of interactive video services. It does not appear
at the present time that this service will have a material impact on the
operations of cable television systems.

The FCC has allocated spectrum in the 28GHz range for a new multichannel
wireless service that can be used to provide video and telecommunications
services. The FCC recently completed the process of awarding licenses to use
this spectrum via a market-by-market auction. We do not know whether such a
service would have a material impact on the operations of cable television
systems.

The 1996 Telecom Act directed the FCC to establish, and the FCC has adopted,
regulations and policies for the issuance of licenses for digital television to
incumbent television broadcast licensees. Digital television can deliver high
definition television pictures and multiple digital-quality program streams, as
well as CD-quality audio programming and advanced digital services, such as
data transfer or subscription video. The FCC also has authorized television
broadcast stations to transmit textual and graphic information that may be
useful to both consumers and businesses. The FCC also permits commercial and
noncommercial FM stations to use their subcarrier frequencies to provide non-
broadcast services, including data transmission.

We have begun to accelerate the offering by our cable systems of high-speed
Internet access to our basic subscribers. These cable systems will compete with
a number of other companies, many of which have substantial resources, such as
existing Internet service providers and local and long distance telephone
companies. For example, telephone companies are accelerating the deployment of
asymmetric digital subscriber line technology. These companies report this
technology will allow Internet access to subscribers at peak data transmission
speeds greater than that of modems over conventional telephone lines. Recently,
a number of Internet service providers have asked local authorities and the FCC
to give them rights of access to cable systems' broadband infrastructure so
that they can deliver their services directly to cable systems' customers.
Several local franchising authorities have been examining the issue and a few
have required cable operators to provide such access. A U.S. District Court
recently ruled that localities are authorized to require such access. This
decision is being appealed. Some cable companies have initiated litigation
challenging municipal open access requirements. The FCC has thus far declined
to take action on Internet service providers access to broadband cable
facilities. Congress and several state and local jurisdictions are also
reviewing this issue.

Advances in communications technology, as well as changes in the marketplace
and the regulatory and legislative environment, are constantly occurring. Thus,
it is not possible to predict the competitive effect that ongoing or future
developments might have on the cable industry. For more information, see the
discussion under "Legislation and Regulation."

62
<PAGE>

Properties

Our principal physical assets consist of cable television operating plant
and equipment, including signal receiving, encoding and decoding devices,
headend facilities and distribution systems and equipment at or near customers'
homes for each of the systems. The signal receiving apparatus typically
includes a tower, antenna, ancillary electronic equipment and earth stations
for reception of satellite signals. Headend facilities are located near the
receiving devices. Some basic subscribers of the systems utilize converters
that can be addressed by sending coded signals from the headend facility over
the cable network. Our distribution system consists primarily of coaxial and
fiber optic cables and related electronic equipment.

We own the real property housing our regional call center in Gulf Breeze,
Florida as well as numerous locations for business offices and warehouses
throughout our operating regions. We lease space for our other regional call
centers in Chillicothe, Illinois; Benton, Kentucky; Waseca, Minnesota; and
Hendersonville, North Carolina. We also lease additional locations for business
offices and warehouses throughout our operating regions. Our headend
facilities, signal reception sites and microwave facilities are located on
owned and leased parcels of land, and we generally own the towers on which
certain of our equipment is located. We own most of our service vehicles. Our
annual lease payments currently are approximately $2.9 million. We believe that
our properties both owned and leased, are in good condition and are suitable
and adequate for our operations.

Our cable television plant and related equipment generally are attached to
utility poles under pole rental agreements with local public utilities,
although in some areas the distribution cable is buried in underground ducts or
trenches. The physical components of the systems require maintenance and
periodic upgrading to improve system performance and capacity.

Employees

As of January 10, 2000, we employed 1,261 full-time employees and 206 part-
time employees. None of our employees are represented by a labor union. We
consider our relations with our employees to be good.

Legal Proceedings

There are no material pending legal proceedings to which we are a party or
to which any of our properties are subject.

63
<PAGE>

LEGISLATION AND REGULATION

A federal law known as the Communications Act of 1934, as amended,
establishes a national policy to guide the regulation, development and
operation of cable communications systems. In 1996, a comprehensive amendment
to the Communications Act became effective and is expected to promote
competition and decrease governmental regulation of various communications
industries, including the cable television industry. However, until the desired
competition develops, various federal, state and local governmental units will
have broad regulatory authority and responsibilities over telecommunications
and cable television matters. The courts, especially the federal courts, will
continue to play an important oversight role as the statutory and regulatory
provisions are interpreted and enforced by the various federal, state and local
governmental units.

The Communications Act allocates principal responsibility for enforcing the
federal policies between the FCC, state and local governmental authorities. The
FCC and state regulatory agencies regularly conduct administrative proceedings
to adopt or amend regulations implementing the statutory mandate of the
Communications Act. At various times, interested parties to these
administrative proceedings challenge the new or amended regulations and
policies in the courts with varying levels of success. We expect that further
court actions and regulatory proceedings will occur and will refine the rights
and obligations of various parties, including the government, under the
Communications Act. The results of these judicial and administrative
proceedings may materially affect the cable industry and our business and
operations. In the following paragraphs, we summarize the federal laws and
regulations materially affecting the growth and operation of the cable
industry. We also provide a brief description of certain state and local laws.

Federal Regulation

The Communications Act and the regulations and policies of the FCC affect
significant aspects of our cable system operations, including:

. subscriber rates;

. the content of the programming we offer to subscribers, as well as the
way we sell our program packages to subscribers;

. the use of our cable systems by the local franchising authorities, the
public and other unrelated companies;

. our franchise agreements with local governmental authorities;

. cable system ownership limitations and prohibitions; and

. our use of utility poles and conduit.

Rate Regulation

The Communications Act and the FCC's regulations and policies limit the
ability of cable systems to raise rates for basic services and equipment. No
other rates can be regulated. Federal law exempts cable systems from rate
regulation of cable services and customer equipment only in communities that
are subject to effective competition, as defined by federal law. Federal law
also prohibits the regulation of cable operators' rates where comparable video
programming services, other than direct broadcast satellites, are offered by
local telephone companies, or their related parties, or by third parties using
the local telephone company's facilities.

Where there is no effective competition to the cable operator's services,
federal law gives local franchising authorities the responsibility to regulate
the rates charged by the operator for:

. the lowest level of programming service offered by cable operator,
typically called basic service, which includes the local broadcast
channels and any public access or governmental channels that are
required by the operator's franchise; and

. the installation, sale and lease of equipment used by subscribers to
receive basic service, such as converter boxes and remote control units.

64
<PAGE>

Local franchising authorities who wish to regulate basic service rates and
related equipment rates must first obtain FCC certification to regulate by
following a simplified FCC certification process and agreeing to follow
established FCC rules and policies when regulating the operator's rates.

Several years ago, the FCC adopted detailed rate regulations, guidelines and
rate forms that a cable system operator and the local franchising authority
must use in connection with the regulation of basic service and equipment
rates. The FCC adopted a benchmark methodology as the principal method of
regulating rates. However, if this methodology produces unacceptable rates, the
operator may also justify rates using a detailed cost-of-service methodology.
The FCC's rules also require franchising authorities to regulate equipment
rates on the basis of actual cost plus a reasonable profit, as defined by the
FCC.

If the local franchising authority concludes that an operator's rates are
too high under the FCC's rate rules, the local franchising authority may
require the operator to reduce rates and to refund overcharges to subscribers,
with interest. The operator may appeal adverse local rate decisions to the FCC.

The FCC's regulations allow an operator to modify regulated rates on a
quarterly or annual basis to account for changes in:

. the number of regulated channels;

. inflation; and

. certain external costs, such as franchise and other governmental fees,
copyright and retransmission consent fees, taxes, programming fees and
franchise-related obligations.

As a further alternative, in 1995 the FCC adopted a simplified cost-of-
service methodology which can be used by small cable systems owned by small
cable companies. A small cable system is defined as a cable television system
which serves 15,000 or fewer basic customers. A small cable company is defined
as an entity serving a total of 400,000 or fewer basic customers that is not
affiliated with a larger cable television company: i.e., a larger cable
television company does not own more that a 20 percent equity share or exercise
legal control. This small system rate-setting methodology almost always results
in rates which exceed those produced by the cost-of-service rules applicable to
larger cable television operators. Once the initial rates are set they can be
adjusted periodically for inflation and external cost changes as described
above. When an eligible small system grows larger than 15,000 basic customers,
it can maintain its then current rates, but it cannot increase its rates in the
normal course until an increase would be warranted under the rules applicable
to systems that have more than 15,000 customers. When a small cable company
grows larger than 400,000 basic customers, the qualified systems it then owns
will not lose their small system eligibility. If a small cable company sells a
qualified system, or if the company itself is sold, the qualified systems
retain that status even if the acquiring company is not a small cable company.
We were a small cable company, but with the completion of the Triax
acquisition, we no longer enjoy this status. However, as noted above, the
systems with less than 15,000 customers owned by us prior to the completion of
the Triax acquisition remain eligible for small cable system rate regulation.

The Communications Act and the FCC's regulations also:

. require operators to charge uniform rates throughout each franchise area
that is not subject to effective competition;

. prohibit regulation of non-predatory bulk discount rates offered by
operators to subscribers in commercial and residential developments; and

. permit regulated equipment rates to be computed by aggregating costs of
broad categories of equipment at the franchise, system, regional or
company level.

65
<PAGE>

Content Requirements

The Communications Act and the FCC's regulations contain broadcast signal
carriage requirements that allow local commercial television broadcast
stations:

. to elect once every three years to require a cable system to carry the
station, subject to certain exceptions; or

. to negotiate with us on the terms by which we carry the station on our
cable system, commonly called retransmission consent.

The Communications Act requires a cable operator to devote up to one-third
of its activated channel capacity for the mandatory carriage of local
commercial television stations. The Communications Act also gives local non-
commercial television stations mandatory carriage rights; however, such
stations are not given the option to negotiate retransmission consent for the
carriage of their signals by cable systems. Additionally, cable systems must
obtain retransmission consent for:

. all distant commercial television stations, except for commercial
satellite-delivered independent superstations such as WGN;

. commercial radio stations; and

. certain low-power television stations.

The FCC has also initiated an administrative proceeding to consider the
requirements, if any, for mandatory carriage of digital television signals
offered by local television broadcasters. We are unable to predict the ultimate
outcome of this proceeding or the impact of new carriage requirements on the
operations of our cable systems.

The Communications Act requires our cable systems to permit subscribers to
purchase video programming we offer on a per channel or a per program basis
without the necessity of subscribing to any tier of service, other than the
basic cable service tier. However, we are not required to comply with this
requirement until December 2002 for any of our cable systems that do not have
addressable converter boxes or that have other substantial technological
limitations. Many of our cable systems do not have the technological capability
to offer programming in the manner required by the statute and thus currently
are exempt from complying with the requirement. We anticipate having
significant capital expenditures over the next two to three years in order for
us to meet this requirement. We are unable to predict whether the full
implementation of this statutory provision in December 2002 will have a
material impact on the operation of our cable systems.

To increase competition between cable operators and other video program
distributors, the Communications Act and the FCC's regulations:

. preclude any satellite video programmer affiliated with a cable company,
or with a common carrier providing video programming directly to its
subscribers, from favoring an affiliated company over competitors;

. require such programmers to sell their programming to other unaffiliated
video program distributors; and

. limit the ability of such programmers to offer exclusive programming
arrangements to their related parties.

The Communications Act and the FCC's regulations contain restrictions on the
transmission by cable operators of obscene or indecent programming. It requires
cable operators to fully block both the video and audio portion of sexually
explicit or indecent programming on channels that are primarily dedicated to
sexually oriented programming or alternatively to carry such programming only
at safe harbor time periods, which are currently defined by the FCC as the
hours between 10 p.m. to 6 a.m. A three-judge federal district court

66
<PAGE>

recently determined that this provision was unconstitutional. The federal
government appealed the lower court's decision to the United States Supreme
Court which recently agreed to review this case.

The FCC actively regulates other aspects of our programming, involving such
areas as:

. our use of syndicated and network programs and local sports broadcast
programming;

. advertising in children's programming;

. political advertising;

. origination cablecasting;

. sponsorship identification; and

. closed captioning of video programming.

Use of Our Cable Systems by the Government and Unrelated Third Parties

The Communications Act allows local franchising authorities and unrelated
third parties to have access to our cable systems' channel capacity for their
own use. For example, it:

. permits franchising authorities to require cable operators to set aside
channels for public, educational and governmental access programming;
and

. requires a cable system with 36 or more activated channels to designate
a significant portion of its channel capacity for commercial leased
access by third parties to provide programming that may compete with
services offered by the cable operator.

The FCC regulates various aspects of third party commercial use of channel
capacity on our cable systems, including:

. the maximum reasonable rate a cable operator may charge for third party
commercial use of the designated channel capacity;

. the terms and conditions for commercial use of such channels; and

. the procedures for the expedited resolution of disputes concerning rates
or commercial use of the designated channel capacity.

The FCC has from time to time received petitions from Internet service
providers to require access to our cable systems. We cannot predict if these or
other similar proposals will be adopted, or, if adopted, whether they will have
an adverse impact on our business and operations.

Franchise Matters

We have non-exclusive franchises in virtually every community in which we
operate that authorize us to construct, operate and maintain our cable systems.
Although franchising matters are normally regulated at the local level through
a franchise agreement and/or a local ordinance, the Communications Act provides
oversight and guidelines to govern our relationship with local franchising
authorities. For example, the Communications Act:

. affirms the right of franchising authorities, which may be state or
local, depending on the practice in individual states, to award one or
more franchises within their jurisdictions;

. generally prohibits us from operating in communities without a
franchise;

. encourages competition with existing cable systems by:

-- allowing municipalities to operate their own cable systems without
franchises, and

67
<PAGE>

-- preventing franchising authorities from granting exclusive
franchises or from unreasonably refusing to award additional
franchises covering an existing cable system's service area;

. permits local authorities, when granting or renewing our franchises, to
establish requirements for cable-related facilities and equipment, but
prohibits franchising authorities from establishing requirements for
specific video programming or information services other than in broad
categories;

. permits us to obtain modification of our franchise requirements from the
franchise authority or by judicial action if warranted by commercial
impracticability; and

. generally prohibits franchising authorities from:

-- imposing requirements during the initial cable franchising process
or during franchise renewal that require, prohibit or restrict us
from providing telecommunications services,

-- imposing franchise fees on revenues we derived from providing
telecommunications services over our cable systems,

-- restricting our use of any type of subscriber equipment or
transmission technology, and

-- limits our payment of franchise fees to the local franchising
authority to 5.0% of our gross revenues derived from providing cable
services over our cable system.

The Communications Act contains renewal procedures designed to protect us
against arbitrary denials of renewal of our franchises although, under certain
circumstances, the franchising authority could deny us a franchise renewal.
Moreover, even if our franchise is renewed, the franchising authority may seek
to impose upon us new and more onerous requirements, such as significant
upgrades in facilities and services or increased franchise fees as a condition
of renewal. Similarly, if a franchising authority's consent is required for the
purchase or sale of our cable system or franchise, the franchising authority
may attempt to impose more burdensome or onerous franchise requirements on us
in connection with a request for such consent. Historically, cable operators
providing satisfactory services to their subscribers and complying with the
terms of their franchises have almost always obtained franchise renewals. We
believe that we have generally met the terms of our franchises and have
provided quality levels of service. We anticipate that our future franchise
renewal prospects generally will be favorable.

Various courts have considered whether franchising authorities have the
legal right to limit the number of franchises awarded within a community and to
impose substantive franchise requirements. These decisions have been
inconsistent and, until the U.S. Supreme Court rules definitively on the scope
of cable operators' First Amendment protections, the legality of the
franchising process generally and of various specific franchise requirements is
likely to be in a state of flux.

Ownership Limitations

The Communications Act generally prohibits us from owning or operating a
satellite master antenna television system or multichannel multipoint
distribution system in any area where we provide franchised cable service and
do not have effective competition, as defined by federal law. We may, however,
acquire and operate a satellite master antenna television system in our
existing franchise service areas if the programming and other services provided
to the satellite master antenna television system subscribers are offered
according to the terms and conditions of our local franchise agreement.

The Communications Act also authorizes the FCC to adopt nationwide limits on
the number of subscribers under the control of a cable operator. A federal
district court has concluded that this subscriber limitation is
unconstitutional and the FCC has stayed its enforcement; an appeal of this
decision is pending in a federal

68
<PAGE>

appellate court. Pending further action by the federal courts, the FCC recently
reconsidered its cable ownership regulations and:

. reaffirmed its 30% nationwide subscriber ownership limit, but maintained
its voluntary stay on enforcement of that limitation pending further
action;

. reaffirmed its subscriber ownership information reporting rules that
require any person holding an attributable interest, as defined by FCC
rules, in cable systems reaching 20% or more of homes passed by cable
plant nationwide to notify the FCC of any incremental change in that
person's cable ownership interests;

. retained its 5% voting stock attribution benchmark;

. raised the passive investor voting stock benchmark from 10% to 20%; and

. adopted a new equity/debt rule that will attribute any interest of over
33% of the total assets, i.e., debt plus equity, voting or nonvoting, of
an entity.

The Communications Act and FCC regulations also impose limits on the number
of channels that can be occupied on a cable system by a video programmer in
which a cable operator has an interest. A federal district court has also
declared this statutory provision unconstitutional. An appeal of the district
court's decision has been consolidated with the appeal challenging the FCC's
subscriber ownership limitation regulations.

The 1996 amendments to the Communications Act eliminated the statutory
prohibition on the common ownership, operation or control of a cable system and
a television broadcast station in the same service area. The identical FCC
regulation remains in place pending re-examination, although the FCC has
eliminated its regulatory restriction on cross-ownership of cable systems and
national broadcasting networks.

The 1996 amendments to the Communications Act also made far-reaching changes
in the relationship between local telephone companies and cable service
providers. These amendments:

. eliminated federal legal barriers to competition in the local telephone
and cable communications businesses, including allowing local telephone
companies to offer video services in their local telephone service
areas;

. preempted legal barriers to telecommunications competition that
previously existed in state and local laws and regulations;

. set basic standards for relationships between telecommunications
providers; and

. generally limited acquisitions and prohibited joint ventures between
local telephone companies and cable operators in the same market.

Local telephone companies may provide service as traditional cable operators
with local franchises or they may opt to provide their programming over open
video systems, subject to certain conditions, including, but not limited to,
setting aside a portion of their channel capacity for use by unaffiliated
program distributors on a non-discriminatory basis. A federal appellate court
recently overturned various parts of the FCC's open video rules, including the
FCC's preemption of local franchising requirements for open video operators.

Pole Attachment Regulation

The Communications Act requires the FCC to regulate the rates, terms and
conditions imposed by public utilities for cable systems' use of utility pole
and conduit space unless state authorities have demonstrated to the FCC that
they adequately regulate pole attachment rates, as is the case in certain
states in which we operate. In the absence of state regulation, the FCC
administers pole attachment rates on a formula basis. The FCC's current rate
formula, which is being reevaluated by the FCC, governs the maximum rate
certain utilities may charge for attachments to their poles and conduit by
cable operators providing only cable services and until

69
<PAGE>

2001, by certain companies providing telecommunications services. The FCC also
adopted a new rate formula that will be effective in 2001 and will govern the
maximum rate certain utilities may charge for attachments to their poles and
conduit by companies providing telecommunications services, including cable
operators.

Any resulting increase in attachment rates due to the FCC's new rate formula
will be phased in over a five-year period in equal annual increments, beginning
in February 2001. Several parties have requested the FCC to reconsider its new
regulations and several parties have challenged the new rules in court. A
federal district court recently upheld the constitutionality of the new
statutory provision which requires that utilities provide cable systems and
telecommunications carriers with nondiscriminatory access to any pole, conduit
or right-of-way controlled by the utility. The lower court's decision was
upheld on appeal. We are unable to predict the ultimate impact of any revised
FCC rate formula or of any new pole attachment rate regulations on our business
and operations.

Other Regulatory Requirements of the Communications Act and the FCC

The Communications Act also includes provisions, among others, regulating:

. customer service;

. subscriber privacy;

. equal employment opportunity; and

. regulation of technical standards and equipment compatibility.

The FCC has adopted cable inside wiring rules to provide a more specific
procedure for the disposition of residential home wiring and internal building
wiring that belongs to an incumbent cable operator that is forced by the
building owner to terminate its cable services in a building with multiple
dwelling units. The FCC is also considering additional rules relating to inside
wiring that, if adopted, may disadvantage incumbent cable operators.

The FCC actively regulates other parts of our cable operations, involving
such areas as:

. equal employment opportunity;

. consumer protection and customer service;

. technical standards and testing of cable facilities;

. consumer electronics equipment compatibility;

. registration of cable systems;

. maintenance of various records and public inspection files;

. microwave frequency usage; and

. antenna structure notification, marking and lighting.

The FCC may enforce its regulations through the imposition of fines, the
issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the revocation of FCC licenses needed to
operate transmission facilities often used in connection with cable operations.
The FCC has ongoing rulemaking proceedings that may change its existing rules
or lead to new regulations. We are unable to predict the impact that any
further FCC rule changes may have on our business and operations.

Other bills and administrative proposals pertaining to cable communications
have previously been introduced in Congress or considered by other governmental
bodies over the past several years. It is probable that Congress and other
governmental bodies relating to the regulation of cable communications services
will make further attempts.

70
<PAGE>

Our cable systems typically include in their channel line-ups local and
distant television and radio broadcast signals, which are protected by the
copyright laws. We generally do not obtain a license to use this programming
directly from the owners of the programming, but instead comply with an
alternative federal compulsory copyright licensing process. In exchange for
filing certain reports and contributing a percentage of our revenues to a
federal copyright royalty pool, we obtain blanket permission to retransmit the
copyrighted material carried on these broadcast signals. The nature and amount
of future copyright payments for broadcast signal carriage cannot be predicted
at this time.

Copyrighted music performed in programming supplied to cable television
systems by pay cable networks and basic cable networks is licensed by the
networks through private agreements with the American Society of Composers and
Publishers, commonly referred to as ASCAP, and BMI, Inc., the two major
performing rights organizations in the United States. Both the American Society
of Composers and Publishers and BMI offer through to the viewer licenses to the
cable networks which cover the retransmission of the cable networks'
programming by cable television systems to their customers.

Our cable systems also utilize music in other programming and advertising
that we provide to subscribers. The rights to use this music are controlled by
various music performing rights organizations which negotiate on behalf of
their copyright owners for license fees covering each performance. The cable
industry and the major music performing rights organizations are negotiating a
standard licensing agreement covering the performance of music contained in
advertising and other information inserted by operators into cable programming
and on local access and origination channels carried on cable systems. Rate
courts established by a New York federal court exist to determine appropriate
copyright coverage and royalty fees in the event the parties fail to reach a
settlement or to negotiate renewals of licensing agreements. Although we cannot
predict the ultimate outcome of these industry negotiations or the amount of
any license fees we may be required to pay for past and future use of music, we
do not believe such license fees will be significant to our financial position,
results of operations or liquidity.

State and Local Regulation

Our cable systems use local streets and rights-of-way. Consequently, we must
comply with state and local regulation, which is typically imposed through the
franchising process. Our cable systems generally are operated in accordance
with non-exclusive franchises, permits or licenses granted by a municipality or
other state or local government entity. Our franchises generally are granted
for fixed terms and in many cases are terminable if we fail to comply with
material provisions. The terms and conditions of our franchises vary materially
from jurisdiction to jurisdiction. Each franchise generally contains provisions
governing:

. franchise fees;

. franchise term;

. system construction and maintenance obligations;

. system channel capacity;

. design and technical performance;

. customer service standards;

. sale or transfer of the franchise;

. territory of the franchise;

. indemnification of the franchising authority;

. use and occupancy of public streets; and

. types of cable services provided.

71
<PAGE>

A number of states subject cable systems to the jurisdiction of centralized
state governmental agencies, some of which impose regulation of a character
similar to that of a public utility. Attempts in other states to regulate cable
systems are continuing and can be expected to increase. To date, no state in
which we operate has enacted such state level regulation. State and local
franchising jurisdiction is not unlimited; however, it must be exercised
consistently with federal law. The Communications Act immunizes franchising
authorities from monetary damage awards arising from regulation of cable
systems or decisions made on franchise grants, renewals, transfers and
amendments.

The foregoing describes all material present and proposed federal, state and
local regulations and legislation affecting the cable industry. Other existing
federal regulations, copyright licensing, and, in many jurisdictions, state and
local franchise requirements, are currently the subject of judicial
proceedings, legislative hearings and administrative proposals which could
change, in varying degrees, the manner in which cable systems operate. Neither
the outcome of these proceedings nor their impact upon the cable industry or
our cable operations can be predicted at this time.

72
<PAGE>

MANAGEMENT

Directors and Executive Officers

The table below sets forth our directors and executive officers. As of the
date of this prospectus, we have two directors. Upon completion of this
offering, the director nominees set forth below will be appointed to our board
of directors.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Rocco B. Commisso................. 50 Chairman and Chief Executive Officer
Mark E. Stephan................... 43 Senior Vice President, Chief Financial
Officer, Treasurer and Director
James M. Carey.................... 48 Senior Vice President, Operations
Joseph Van Loan................... 57 Senior Vice President, Technology
Italia Commisso Weinand........... 46 Senior Vice President, Programming and
Human Resources and Secretary
William S. Morris III............. 65 Director Nominee
Craig S. Mitchell................. 40 Director Nominee
Thomas V. Reifenheiser............ 64 Director Nominee
Natale S. Ricciardi............... 51 Director Nominee
Robert L. Winikoff................ 53 Director Nominee
</TABLE>

Rocco B. Commisso has 21 years of experience with the cable television
industry and has served as our Chairman and Chief Executive Officer since
founding Mediacom LLC in July 1995. From 1986 to 1995, he served as Executive
Vice President, Chief Financial Officer and a director of Cablevision
Industries Corporation. Prior to that time, Mr. Commisso served as Senior Vice
President of Royal Bank of Canada's affiliate in the United States from 1981,
where he founded and directed a specialized lending group to media and
communications companies. Mr. Commisso began his association with the cable
industry in 1978 at The Chase Manhattan Bank, where he was assigned to manage
the bank's lending activities to communications firms including the cable
industry. He serves on the board of directors of SoftNet Systems, Inc., the
National Cable Television Association and Cable Television Laboratories, Inc.
Mr. Commisso holds a Bachelor of Science in Industrial Engineering and a Master
of Business Administration from Columbia University.

Mark E. Stephan has 12 years of experience with the cable television
industry and has served as our Senior Vice President, Chief Financial Officer
and Treasurer since the commencement of our operations in March 1996. He is a
member of the executive committee of Mediacom LLC. Before joining us, Mr.
Stephan served as Vice President, Finance for Cablevision Industries from July
1993. Prior to that time, Mr. Stephan served as Manager of the
telecommunications and media lending group of Royal Bank of Canada.

James M. Carey has 18 years of experience in the cable television industry.
Before joining us in September 1997, Mr. Carey was founder and President of
Infinet Results, a telecommunications consulting firm, from December 1996. Mr.
Carey served as Executive Vice President, Operations at MediaOne Group from
August 1995 to November 1996, where he was responsible for MediaOne's Atlanta
cable operations. Prior to that time, he served as Regional Vice President of
Cablevision Industries' Southern Region. Mr. Carey is a member of the board of
directors of the American Cable Association.

Joseph Van Loan has 27 years of experience in the cable television industry.
Before joining us in November 1996, Mr. Van Loan served as Senior Vice
President, Engineering for Cablevision Industries from 1990. Prior to that
time, he managed a private telecommunications consulting practice specializing
in domestic and international cable television and broadcasting and served as
Vice President, Engineering for Viacom Cable. Mr. Van Loan received the 1986
Vanguard Award for Science and Technology from the National Cable Television
Association.

73
<PAGE>

Italia Commisso Weinand has 23 years of experience in the cable television
industry. Before joining us in April 1996, Ms. Weinand served as Regional
Manager for Comcast Corporation from July 1985. Prior to that time, Ms. Weinand
held various management positions with Tele-Communications, Times Mirror Cable
and Time Warner. She serves on the board of directors of the National Cable
Television Cooperative, Inc., a programming consortium consisting of small to
medium-sized multiple system operators. Ms. Weinand is the sister of Mr.
Commisso.

William S. Morris III is a nominee to become a member of our board of
directors upon the completion of this offering. He is a member of the executive
committee of Mediacom LLC. Mr. Morris has served as the Chairman and Chief
Executive Officer of Morris Communications for more than the past five years.
He is the Chairman of the board of directors of the Newspapers Association of
America.

Craig S. Mitchell is a nominee to become a member of our board of directors
upon the completion of this offering. He is a member of the executive committee
of Mediacom LLC. Mr. Mitchell has held various management positions with Morris
Communications for more than the past five years. He currently serves as its
Vice President, Finance and Treasurer and is also a member of its board of
directors.

Thomas V. Reifenheiser is a nominee to become a member of our board of
directors upon the completion of this offering. Mr. Reifenheiser has been a
Managing Director and Group Executive for the Global Media and Telecom Group of
Chase Securities Inc. for more than the past five years. He joined Chase in
1963 and has been the Global Media and Telecom Group Executive since 1977.

Natale S. Ricciardi is a nominee to become a member of our board of
directors upon the completion of this offering. Mr. Ricciardi has held various
management positions with Pfizer Inc. for more than the past five years. He
joined Pfizer in 1972 and currently serves as Vice President of Pfizer Global
Manufacturing with responsibility for all of Pfizer's U.S. manufacturing
plants.

Robert L. Winikoff is a nominee to become a member of our board of directors
upon the completion of this offering. He is a member of the executive committee
of Mediacom LLC. Mr. Winikoff has been a partner of the New York City law firm
of Cooperman Levitt Winikoff Lester & Newman, P.C. for more than the past five
years, which has served as our general outside counsel since 1995. He is a
member of the board of directors of Young Broadcasting Inc., an owner and
operator of broadcast television stations.

Key Employees

The table below sets forth our key employees as of the date of this
prospectus.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Calvin G. Craib............. 45 Vice President, Business Development
Bruce J. Gluckman........... 46 Vice President, Legal and Regulatory Affairs
Richard L. Hale............. 50 Vice President, Midwest Region
Dale E. Ordoyne............. 49 Vice President, Southern Region
John G. Pascarelli.......... 38 Vice President, Marketing
Brian M. Walsh.............. 33 Vice President and Controller
William D. Wegener.......... 38 Vice President, Network Development
Arnold P. Cool.............. 51 Regional Director, Central Region
Louis Gentile............... 39 Regional Director, Western Region
Richard P. Hanson........... 45 Regional Director, North Central Region
Donald E. Zagorski.......... 40 Regional Director, Mid-Atlantic Region
</TABLE>

Calvin G. Craib has 17 years experience in the cable television industry.
Before joining us in April 1999, Mr. Craib served as Vice President, Finance
and Administration for Interactive Marketing Group from June 1997 to December
1998. Mr. Craib served as Senior Vice President, Operations, and Chief
Financial Officer for Douglas Communications from January 1990 to May 1997.
Prior to that time, Mr. Craib served in various financial management capacities
at Warner Amex Cable and Tribune Cable.

74
<PAGE>

Bruce J. Gluckman has seven years of experience in the cable television
industry. Before joining us as Director of Legal Affairs in February 1998, Mr.
Gluckman was in private law practice from January 1996 to October 1997. From
June 1993 to January 1996, he served as a Staff Attorney for Cablevision
Industries. Mr. Gluckman has 20 years of experience in the practice of law.

Richard L. Hale has 15 years of experience in the cable television industry.
Before joining us as Regional Manager for the Central Region in January 1998,
Mr. Hale served as Regional Manager of Cablevision Systems' Kentucky/Missouri
region and as Sales and Marketing Director from 1988 to 1998. Mr. Hale began
his career in the cable television industry in 1984 as Regional Sales and
Marketing Director for Adams-Russell Cable.

Dale E. Ordoyne has 17 years of experience in the cable television industry.
Before joining us in October 1999, Mr. Ordoyne served as Vice President,
Marketing for MediaOne Group from 1995, where he was responsible for all
marketing activities for the Atlanta cluster comprised of 500,000 basic
subscribers. Prior to that time, Mr. Ordoyne served in various marketing and
system management capacities for Cablevision Industries and Cox Communications.

John G. Pascarelli has 19 years of experience in the cable television
industry. Before joining us in March 1998, Mr. Pascarelli served as Vice
President, Marketing for Helicon from January 1996 to February 1998 and as
Corporate Director of Marketing for Cablevision Industries from 1988 to 1995.
Prior to that time, Mr. Pascarelli served in various marketing and system
management capacities for Continental Cablevision, Cablevision Systems and
Storer Communications.

Brian M. Walsh has 11 years of experience in the cable television industry.
Before joining us in April 1996 as Director of Accounting, Mr. Walsh served as
financial analyst for Helicon from January 1996 to March 1996. Prior to that
time, Mr. Walsh served in various financial management capacities for
Cablevision Industries, including Business Manager from January 1992 to
December 1995. Mr. Walsh began his career in the cable television industry in
1988 when he joined Cablevision Industries as a staff accountant.

William D. Wegener has 18 years of experience in the cable television
industry. Before joining us in February 1998, Mr. Wegener served as Senior
Sales Engineer for C-Cor Electronics from October 1995 to October 1997. Prior
to that time, Mr. Wegener served in various engineering capacities for
Cablevision Industries. He is a member of the Society of Cable
Telecommunications Engineers.

Arnold P. Cool has 21 years of experience in the cable television industry.
Before joining us in January 1998, he served in various capacities for
Cablevision Systems' cable television systems in Kentucky and Missouri from
April 1993. Prior to that time, Mr. Cool held various technical and supervisory
responsibilities for Cablevision Systems and for smaller cable television
companies.

Louis Gentile has 10 years of experience in the cable television industry.
Before joining us as Divisional Business Manager in January 1998, Mr. Gentile
served in various financial management capacities for Cablevision Systems from
January 1992. Mr. Gentile began his career in the cable television industry in
1989 when he joined MultiVision Cable as a financial analyst.

Richard P. Hanson has 21 years of experience in the cable television
industry. Mr. Hanson joined us upon the closing of the Triax acquisition on
November 5, 1999. Before joining us, Mr. Hanson served in various capacities
for Triax, most recently as Director of Operations, from March 1988 to October
1999. Prior to joining Triax, he served as Manager for Combined Cable and for
Star Cablevision.

Donald E. Zagorski has 18 years of experience in the cable television
industry. Before joining us in June 1997, Mr. Zagorski served as System and
Regional Manager for Tele-Media Company from March 1990. Prior to that time,
Mr. Zagorski held various technical and supervisory positions with Outer Banks
Cablevision and Group W Cable.

75
<PAGE>

All directors hold office until the next annual meeting of stockholders and
until their successors have been elected and qualify. All executive officers
and key employees serve at the discretion of the board of directors. Mr.
Commisso has agreed to cause the election of two directors designated by Morris
Communications so long as Morris Communications continues to own at least 20%
of our outstanding common stock, and one such director so long as it continues
to own at least 10% of our outstanding common stock. In accordance with this
agreement, Mr. Morris and Mr. Mitchell have been designated as directors by
Morris Communications and will be appointed to our board of directors upon
completion of this offering.

Committees of the Board of Directors

Upon closing of this offering, we will appoint an audit committee, a
compensation committee and a stock option committee.

Audit Committee

The members of the audit committee will be Craig S. Mitchell, Thomas V.
Reifenheiser and Natale S. Ricciardi. The responsibilities of the audit
committee include:

. recommending the appointment of independent accountants;

. reviewing the arrangements for and scope of the audit by independent
accountants;

. reviewing the independence of the independent accountants;

. considering the adequacy of the system of internal accounting controls
and review any proposed corrective actions;

. reviewing and monitoring our policies regarding business ethics and
conflicts of interest;

. discussing with management and the independent accountants our draft
annual financial statements and key accounting and reporting matters;
and

. reviewing the activities and recommendations of our accounting
department.

Compensation Committee

The members of the compensation committee will be Rocco B. Commisso, William
S. Morris III and Robert L. Winikoff. The compensation committee has authority
to review and make recommendations to our board of directors with respect to
the compensation of our executive officers.

Stock Option Committee

The members of the stock option committee will be Thomas V. Reifenheiser,
Natale S. Ricciardi and Robert L. Winikoff. The stock option committee
administers our 1999 stock option plan and determines, among other things, the
time or times at which options will be granted, the recipients of grants,
whether a grant will consist of incentive stock options, nonqualified stock
options or stock appreciation rights, which may be in tandem with an option or
free-standing, or a combination thereof, the option periods, whether an option
is exercisable for Class A common stock or Class B common stock, the
limitations on option exercise and the number of shares to be subject to such
options, taking into account the nature and value of services rendered and
contributions made to our success. The stock option committee also has
authority to interpret the plan and, subject to certain limitations, to amend
provisions of the plan as it deems advisable.

76
<PAGE>

Director Compensation

Those directors who are not also our employees will not receive annual
compensation. Upon completion of this offering, we will grant each of Craig S.
Mitchell and Robert L. Winikoff options to purchase 30,000 shares of Class A
common stock, and we will grant each of William S. Morris III, Thomas V.
Reifenheiser and Natale S. Ricciardi options to purchase 20,000 shares of Class
A common stock at an exercise price equal to the public offering price set
forth on the cover page of this prospectus. Non-employee directors will also
receive reimbursement of out-of-pocket expenses incurred for each board meeting
or committee meeting attended.

Executive Compensation

Prior to the consummation of this offering, excluding James M. Carey, we did
not make any payment in respect of compensation to any of our executive
officers. These executive officers received compensation from Mediacom
Management, which was entitled to receive management fees from our
subsidiaries. Mr. Carey received his compensation from one of our operating
subsidiaries, Mediacom Southeast LLC, prior to the completion of this offering.
For more information regarding the management fees paid by our subsidiaries to
Mediacom Management, see "Certain Relationships and Related Transactions--
Management Agreements." Following the consummation of this offering, we will
pay compensation to our executive officers.

Except where otherwise indicated, the following table summarizes the
compensation paid in 1999 and 1998 by Mediacom Management to our Chief
Executive Officer and our four other most highly compensated executive officers
who received total compensation in excess of $100,000:

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation
----------------------------------
Other Annual
Name and Principal Position Year Salary($) Bonus($) Compensation($)
- --------------------------- ---- --------- -------- ---------------
<S> <C> <C> <C> <C>
Rocco B. Commisso...................... 1999 100,000 -- --
Chairman and Chief Executive Officer 1998 100,000 -- --

Mark E. Stephan........................ 1999 200,000 -- --
Senior Vice President, Chief Financial 1998 188,834 132,034 --
Officer, Treasurer and Director

James M. Carey(1)...................... 1999 140,769 20,000 --
Senior Vice President, Operations 1998 96,923 15,000 35,500(2)

Joseph Van Loan........................ 1999 200,000 -- --
Senior Vice President, Technology 1998 188,834 132,034 --

Italia Commisso Weinand................ 1999 136,923 -- --
Senior Vice President, Programming and 1998 129,702 99,026 --
Human Resources and Secretary
</TABLE>
- ------------

(1) Mr. Carey's compensation was paid by one of our operating subsidiaries,
Mediacom Southeast LLC.
(2) Represents consulting fees from January 1, 1998 to February 2, 1998.

Employment Arrangements

Mark E. Stephan, James M. Carey, Joseph Van Loan, Italia Commisso Weinand
and several of our other employees have entered into employment arrangements
setting forth the terms of their at-will employment with us. Pursuant to the
employment arrangements, Rocco B. Commisso delivered to each of these employees
a specified number of membership units in Mediacom LLC, which were owned by Mr.
Commisso. Approximately 55% of the membership units were fully vested and
nonforfeitable on the date of grant. During

77
<PAGE>

the fourth quarter of 1999, we will record a one-time $13.5 million non-
recurring, non-cash compensation charge relating to these vested and
nonforfeitable membership units based on an initial public offering price of
$17.50. We will also record deferred compensation for $11.1 million relating to
the nonvested and forfeitable membership interests and will record this
compensation in expense over a period of five to eight years.

In connection with this offering, such membership units are being exchanged
for an aggregate of 1,406,346 shares of our Class B common stock and options to
acquire an aggregate of 348,892 shares of our Class B common stock at an
exercise price equal to the initial public offering price set forth on the
cover page of this prospectus. Such shares and options initially are subject to
vesting in five equal annual installments, which vesting period is deemed to
have commenced for each officer on various dates prior to this offering. All
such shares and options which vest initially are nonetheless subject to
potential forfeiture during the first three years after vesting under the
circumstances described below. If the employee desires to sell the vested
shares and options, or if the employee's employment with us is terminated for
any reason, Mr. Commisso will have the option to purchase such shares or
options at their fair market value. In the event that Mr. Commisso exercises
this purchase option, a portion of the shares or options vested for less than
three years will nonetheless be forfeited to Mr. Commisso if, during such three
year period, such employee voluntarily terminates his employment with us or
elects to sell such shares or exercise such options, or if such employee's
employment with us is terminated for cause. No forfeiture of vested shares or
options will occur if Mr. Commisso elects not to exercise his purchase option,
or if the employee is terminated by us without cause or as a result of death or
disability. Upon a change of control, all such shares will vest and not be
subject to forfeiture. Each of the employees has granted to Mr. Commisso an
irrevocable proxy with respect to all voting rights relating to their shares of
common stock following the exchange. At the request of any of these employees,
Mr. Commisso will make a loan to the employee in the amount of any tax
liability resulting from such employee's receipt of our options in exchange for
membership units in Mediacom LLC. Such loan would be secured by such employee's
shares of common stock and options. Each of the employment arrangements also
provides that if we terminate the employee's employment without cause, the
employee is entitled to a severance payment equal to six months of base salary
and precludes the employee from competing with us for a period of three years
following termination.

1999 Stock Option Plan

Our board of directors adopted our 1999 stock option plan which became
effective as of December 20, 1999. We have reserved 9,000,000 shares of common
stock, or 9,300,000 shares if the underwriters' over-allotment option is
exercised in full, with respect to which options and stock appreciation rights
may be granted under the plan. Regardless of whether the underwriters' over-
allotment option is exercised, a maximum of 7,000,000 shares of our common
stock reserved under the plan may be granted as incentive stock options
qualified for favorable tax treatment to the holder under Internal Revenue Code
Section 422. The purpose of the plan is to promote our interests and the
interests of our stockholders by strengthening our ability to attract and
retain competent employees, to make service on our board of directors more
attractive to present and prospective non-employee directors and to provide a
means to encourage stock ownership and proprietary interest in Mediacom by
officers, non-employee directors and valued employees and other individuals
upon whose judgment, initiative and efforts our financial success and growth
largely depends.

The plan may be administered by either the entire board of directors or a
committee consisting of two or more members of the board of directors, each of
whom is a non-employee director. The plan will be administered by a stock
option committee of the board of directors which will consist of non-employee
directors.

Incentive stock options may be granted only to our officers and employees
and the officers and employees of our subsidiaries. Nonqualified stock options
and stock appreciation rights may be granted to our officers, employees,
directors, agents and consultants and the officers and employees of our
subsidiaries. In determining the eligibility of an individual for grants under
the plan, as well as in determining the number of shares to be optioned to any
individual, the stock option committee takes into account the recommendations
of our

78
<PAGE>

Chairman of the Board, Mr. Commisso, the position and responsibilities of the
individual being considered, the nature and value to us or our subsidiaries of
his or her service or accomplishments, his or her present or potential
contribution to the success of us or our subsidiaries and such other factors as
the stock option committee may deem relevant. In making recommendations to the
stock option committee, Mr. Commisso focuses upon individuals who would be
motivated by a direct economic stake in us. Options may provide for their
exercise into shares of any class of our common stock.

The plan provides for the granting of incentive stock options to purchase
our common stock at not less than the fair market value on the date of the
option grant and the granting of nonqualified options with any exercise price.
Stock appreciation rights may be granted with an exercise price equal to the
fair market value of a share of our common stock on the date of grant of the
stock appreciation right. Stock appreciation rights granted in tandem with an
option have the same exercise price as the related option. Upon completion of
this offering, options for an aggregate of 2,920,000 shares of our common
stock, comprised of 1,971,108 shares of Class A common stock and 948,892 shares
of Class B common stock, or 3,013,334 shares of our common stock, comprised of
1,959,479 shares of Class A common stock and 1,053,855 shares of Class B common
stock, if the underwriters' over-allotment option is exercised in full, will
have been granted under the 1999 stock option plan to various individuals at an
exercise price equal to the public offering price set forth on the cover page
of this prospectus. Such options will vest in equal annual installments over
five years. Vesting is contingent on continuous employment with us. Options
that do not vest will be forfeited.

The plan also contains limitations applicable only to incentive stock
options granted thereunder. To the extent that the aggregate fair market value,
as of the date of grant, of the shares to which incentive stock options become
exercisable for the first time by an optionee during the calendar year exceeds
$100,000, the option will be treated as a nonqualified option. In addition, if
an optionee owns more than 10% of the total combined voting power of all
classes of our capital stock or that of our parent or any of our subsidiaries
at the time the individual is granted an incentive stock option, the option
price per share of the incentive stock option cannot be less than 110% of the
fair market value per share as of the date of grant and the term of the
incentive stock option cannot exceed five years. No option or stock
appreciation right may be granted under the plan after December 19, 2009, and
no option or stock appreciation right may be outstanding for more than ten
years after its grant.

Upon the exercise of an option, the holder must make payment of the full
exercise price. Such payment may be made in cash, check or, under certain
circumstances, in shares of any class of our common stock having a fair market
value equal to the exercise price of the options, or any combination thereof.
Stock appreciation rights, which give the holder the privilege of surrendering
such rights for the appreciation in the underlying common stock between the
time of the grant and the surrender, may be settled, in the discretion of the
stock option committee in cash, in shares of our common stock valued at their
fair market value on the date of exercise of the stock appreciation right, or
in any combination thereof. The exercise of a stock appreciation right granted
in tandem with an option cancels the option to which it relates with respect to
the same number of shares as to which the stock appreciation right was
exercised. The exercise of a option cancels any related stock appreciation
right with respect to the same number of shares as to which the option was
exercised. Generally, options and stock appreciation rights may be exercised
while the recipient is performing services for us and within three months after
termination of such services.

The plan may be terminated at any time by the board of directors, which may
also amend the plan, except that without stockholder approval, it may not
increase the number of shares subject to the plan or change the class of
persons eligible to receive options under the plan.

1999 Employee Stock Purchase Plan

Our board of directors adopted our 1999 employee stock purchase plan which
became effective as of December 20, 1999. Our employee stock purchase plan is
intended to qualify under Section 423 of the Internal Revenue Code of 1986, as
amended. We have reserved 1,000,000 shares of our common stock for issuance
under the plan. The plan will be administered by the compensation committee of
our board of directors.

79
<PAGE>

All persons employed by us on the date of this offering are eligible to
participate in the employee stock purchase plan provided they customarily
perform for us at least 20 hours of services per week. The plan covers four
offering periods, each lasting six months. The offering periods commence on
February 1 and August 1 of each year covered by the plan, except that the first
offering period will start on the date of this prospectus and end on July 31,
2000.

Our employee stock purchase plan allows for each participating employee to
purchase common stock through payroll deductions. Each employee's payroll
deductions for any period may not exceed 15% of the employee's compensation for
such period. Purchases of our common stock will occur on the final day of each
offering period. Each participant may purchase up to 2,000 shares of common
stock in any six month period and up to 4,000 shares of common stock in any
calendar year, except that the total value of the shares purchased by a
participant in any calendar year, measured as of the beginning of the offering
period, may not exceed $25,000.

The price of each share of common stock purchased under our employee stock
purchase plan will be 85% of the lower of:

. the fair market value per share of common stock on the date of this
prospectus; or

. the fair market value per share of common stock on the final day of each
applicable offering period.

Employees may end their participation in the employee stock purchase plan at
any time. Participation ends automatically upon termination of employment with
us. Our board of directors may amend or terminate the employee stock purchase
plan at any time. If our board increases the number of shares of common stock
reserved for issuance under the plan, it must seek the approval of our
stockholders.

401(k) Plan

We maintain a retirement plan established in conformity with Section 401(k)
of the Internal Revenue Code of 1986, covering all of our eligible employees.
In accordance with the 401(k) plan, employees may elect to defer up to 15% of
their current pre-tax compensation and have the amount of the deferral
contributed to the 401(k) plan. The maximum elective deferral contribution was
$10,000 in each of 1998 and 1999 subject to adjustment for cost-of-living in
subsequent years. Certain highly compensated employees may be subject to a
lesser limit on their maximum elective deferral contribution. The 401(k) plan
permits, but does not require, us to make matching contributions and non-
matching, profit sharing, contributions up to a maximum dollar amount or
maximum percentage of participant or employee contributions. Our contributions
under the plan totaled approximately $10,000, $14,000, $264,000 and $241,000
for the period ended December 31, 1996, the years ended December 31, 1997 and
1998, and for the period ended September 30, 1999, respectively.

80
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following discussion sets forth certain relationships and related
transactions of us and our subsidiary, Mediacom LLC, and its operating
subsidiaries.

Management Agreements

Each of our operating subsidiaries is a party to a management agreement with
Mediacom Management, which is owned by Mr. Commisso. Under these agreements,
Mediacom Management provides management services to our operating subsidiaries
and is paid annual management fees. Until November 19, 1999, the management fee
was 5.0% of the first $50.0 million of our annual gross operating revenues,
4.5% of annual gross operating revenues in excess of $50.0 million, up to $75.0
million, and 4.0% of annual gross operating revenues in excess of $75.0
million. For the period ended December 31, 1996, for the years ended
December 31, 1997 and 1998 and for the nine months ended September 30, 1999,
management fees paid to Mediacom Management were $235,000, $812,000, $4.9
million and $4.2 million. The management agreements were amended effective
November 19, 1999 in connection with an amendment to Mediacom LLC's operating
agreement to provide for annual management fees equal to 2% of annual gross
operating revenues. In addition, Mediacom Management agreed to waive all
management fees accrued from July 1, 1999 through November 19, 1999. Each of
the management agreements will be terminated upon completion of this offering,
and employees of Mediacom Management will become our employees.

Transaction Fees and Expense Reimbursement

Mediacom LLC's operating agreement was amended effective November 19, 1999.
Prior to the amendment, the operating agreement provided that Mediacom
Management be paid a fee of 1.0% of the purchase price of acquisitions made by
Mediacom LLC until its pro forma annual consolidated operating revenues equaled
$75.0 million, and thereafter 0.5% of the purchase price. For the period ended
December 31, 1996 and for the years ended December 31, 1997 and 1998,
acquisition fees paid to Mediacom Management were $453,000, $544,000 and $3.3
million. No acquisition fees were required to be paid during the nine months
ended September 30, 1999 because there were no acquisitions completed during
the period. Acquisition fees in the aggregate amount of $3.8 million in
connection with the Triax and Zylstra acquisitions have been waived by Mediacom
Management. In accordance with the amended operating agreement, no further
acquisition fees will be payable after November 19, 1999.

The operating agreement also provides for reimbursement of reasonable out-
of-pocket expenses incurred by Mediacom Management in connection with the
operation of the business of Mediacom LLC and acting on behalf of Mediacom LLC
in connection with any potential acquisition of a cable system. Mediacom LLC
reimbursed Mediacom Management $529,000, $59,000, $53,000 and $0 for the period
ended December 31, 1996, for the years ended December 31, 1997 and 1998 and for
the nine months ended September 30, 1999.

Purchase of Assets

We have entered into an agreement with Mediacom Management to purchase all
of its assets upon the completion of this offering. We will pay Mediacom
Management approximately $700,000 for the furniture, computers and other office
equipment that Mediacom Management purchased to conduct its operations. The
purchase price to be paid to Mediacom Management for such assets will
approximate their carrying value.

Other Relationships

Prior to the issuance of our common stock in exchange for all membership
interests in Mediacom LLC, Chase Manhattan Capital, LLC and CB Capital
Investors, LLC were members of Mediacom LLC. Chase Manhattan Capital, LLC and
CB Capital Investors, LLC are parties related to Chase Securities Inc. and The
Chase Manhattan Bank. For the years ended December 31, 1997 and 1998, Chase
Securities Inc. received fees of approximately $1.3 million and $443,750 for
its role as placement agent in connection with the original

81
<PAGE>

placement of membership interests in Mediacom LLC. In addition, for the year
ended December 31, 1998, Chase Securities Inc. received a fee of approximately
$1.8 million for its role as advisor in connection with our acquisition of the
Cablevision systems. For the year ended December 31, 1998, The Chase Manhattan
Bank received fees of $200,000 in connection with the provision of a letter of
credit in favor of the sellers of the Cablevision systems to secure our
performance of certain obligations under the acquisition agreement.

Chase Securities Inc. was the arranger and The Chase Manhattan Bank served
as the administrative agent and a lender under each of our former subsidiary
credit facilities. For the period ended December 31, 1996, and for the years
ended December 31, 1997 and 1998, Chase Securities Inc. and The Chase Manhattan
Bank received aggregate fees of approximately $600,000, $375,000 and $2.9
million for these services. In addition, Chase Securities Inc. was the arranger
and The Chase Manhattan Bank is the administrative agent and a lender under
each of our subsidiary credit facilities. For these services, Chase Securities
Inc. and The Chase Manhattan Bank received aggregate fees of $1.0 million to
date in 1999. We expect to use the net proceeds from this offering to repay
outstanding indebtedness under our subsidiary credit facilities. The Chase
Manhattan Bank will receive its proportionate share of the repayment. In 1998,
we repaid promissory notes held by The Chase Manhattan Bank in the aggregate
principal amount of $20.0 million, plus accrued interest in the amount of
$300,000.

Chase Securities Inc. acted as an initial purchaser in connection with the
offering of our 8 1/2% senior notes in 1998 and our 7 7/8% senior notes in
1999. Chase Securities Inc. received fees in the amount of approximately $5.5
million in 1998 and $3.1 million in 1999 in connection with the offerings.

Chase Securities Inc. acted as an advisor in connection with our acquisition
of the Triax systems. For these services, Chase Securities Inc. received a fee
in the amount of $3.0 million. Upon completion of this offering, one individual
associated with Chase Securities Inc., Thomas V. Reifenheiser, will become a
member of our board of directors.

Prior to the issuance of our common stock in exchange for all membership
interests in Mediacom LLC, Morris Communications was a member of Mediacom LLC.
Morris Communications received commitment fees of $2.0 million in 1998 and
$268,000 in 1999 in connection with its capital contributions to Mediacom LLC.
Upon completion of this offering, two individuals associated with Morris
Communications, William S. Morris III and Craig S. Mitchell, will become
members of our board of directors.

Prior to the issuance of our common stock in exchange for all membership
interests in Mediacom LLC, U.S. Investor, Inc. was a member of Mediacom LLC. In
connection with its purchase of a cable television system in Kern County,
California from Booth American Company, the parent of U.S. Investor, one of our
subsidiaries issued to Booth American Company an unsecured senior subordinated
note in the original amount of $2.8 million. Interest on the note was deferred
throughout the term and was payable on prepayment or at maturity on June 28,
2006. In 1998, the annual interest rate on the note was 9.0%. The note,
together with all accrued interest, was repaid on September 24, 1999.

Until November 3, 1999, Mediacom LLC's operating agreement obligated its
members to make capital contributions to Mediacom LLC. The following table sets
forth the capital contributions made since January 1, 1997 by those members of
Mediacom LLC who owned more than 5% of its membership interests. The capital
contributions made by those members on November 3, 1999 are part of the $10.5
million equity contribution made by the members of Mediacom LLC in connection
with the acquisition of the Triax systems.

<TABLE>
<CAPTION>
Date of Capital Contribution
----------------------------------------------
June 22, September 18, January 22, November 3,
Member 1997 1997 1998 1999
- ------ -------- ------------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C>
U.S. Investor, Inc. ........... $1,950.0 $ 500.0 $ 2,293.8 $ 256.2
Morris Communications
Corporation................... 9,750.0 2,500.0 79,832.5 8,917.5
CB Capital Investors, LLC...... 3,900.0 1,000.0 4,587.6 512.4
</TABLE>

82
<PAGE>

Robert L. Winikoff, one of our director nominees, is a partner at the law
firm of Cooperman Levitt Winikoff Lester & Newman, P.C., that has served as our
general outside counsel on various matters. Cooperman Levitt Winikoff Lester &
Newman, P.C. received fees from Mediacom LLC in the amount of $409,000 in 1996,
$462,000 in 1997 and $807,000 in 1998.

Changes to Organizational Structure

We are a newly formed Delaware corporation. Immediately prior to this
offering, we will issue 40,977,562 shares of our Class A common stock and
29,022,438 shares of our Class B common stock in exchange for all of the
outstanding membership interests of Mediacom LLC, which currently serves as the
holding company for our operating subsidiaries. As a result, we will become the
parent company of Mediacom LLC, which will continue to serve as the holding
company of our subsidiaries.

Mediacom LLC's amended operating agreement provides that upon the occurrence
of certain events, including this offering, the executive committee of Mediacom
LLC will make a determination of the aggregate equity value of Mediacom LLC.
Based on this determination, Mediacom LLC will issue additional membership
interests to its members, each having a value upon issuance of $1,000. Giving
effect to this offering at an initial public offering price of $17.50 per share
and a determination of the aggregate equity value of Mediacom LLC of $1.225
billion, Mediacom LLC will issue additional membership interests to its members
based upon such determination immediately prior to this offering. These newly
issued membership interests will be exchanged for our common stock.

Mediacom LLC's amended operating agreement contains provisions relating to a
special allocation of membership interests to Mr. Commisso, our executive
officers and some of our non-executive officers under certain circumstances. In
accordance with these special allocation provisions, Mr. Commisso was issued
additional membership interests that had a value upon issuance of $600,000,
$3.7 million and $57.9 million in 1997, 1998 and 1999. Upon completion of this
offering, Mediacom LLC's amended operating agreement will be further amended to
remove these special allocation provisions. In connection with the amendment
and the removal of a portion of the special allocation provisions of the
operating agreement and the amendments to our management agreements with
Mediacom Management on November 19, 1999, Mr. Commisso and such executive and
non-executive officers will be issued new membership interests representing
16.5% of the aggregate equity value of Mediacom LLC, which amount is then
adjusted to give effect to the dilution of the equity interests of Mr. Commisso
and related parties resulting from the issuance of such new membership
interests. These newly issued membership interests, as adjusted for such
dilution effect, will be exchanged for 7,295,025 shares of our Class B common
stock, which will have an aggregate value of approximately $127.7 million at
$17.50 per share.

In addition, in connection with the amendment and the removal of the
remainder of the special allocation provisions of the operating agreement,
Rocco Commisso, Mark Stephan, James Carey, Joseph Van Loan, Italia Commisso
Weinand and nine of our non-executive officers will receive options to purchase
6,851,108, 95,014, 53,208, 64,610, 64,610 and an aggregate of 71,451 shares of
our Class B common stock, or 7,079,479, 98,181, 54,981, 66,763, 66,763 and an
aggregate of 73,832 shares of our Class B common stock, if the underwriters'
over-allotment option is exercised in full. These options have a term of five
years and are exercisable, commencing six months after the date of this
prospectus, at a price equal to the initial public offering price set forth on
the cover page of this prospectus. Except for shares of common stock and
options held by Mr. Commisso, the shares and options initially are subject to
vesting in five equal annual installments, which vesting period is deemed to
have commenced for each officer on various dates prior to this offering. All
such shares and options which vest initially are nonetheless subject to
potential forfeiture during the first three years after vesting under the
circumstances described below. If a beneficial owner other than Mr. Commisso
desires to sell such vested shares or exercise such options, or if such
beneficial owner's employment with us is terminated for any reason, Mr.
Commisso will have the option to purchase such shares or options at their fair
market value. In the event that Mr. Commisso exercises this purchase option, a
portion of the shares or options

83
<PAGE>

vested for less than three years will nonetheless be forfeited to Mr. Commisso
if, during such three year period, such owner voluntarily terminates his
employment with us or elects to sell such shares or exercise such options,
or if such owner's employment with us is terminated for cause. No forfeiture of
vested shares or options will occur if Mr. Commisso elects not to exercise his
purchase option, or if the employee is terminated by us without cause or as a
result of death or disability. Upon a change of control, all such shares will
vest and not be subject to forfeiture.

Registration Rights

We and Rocco B. Commisso, Morris Communications, CB Capital Investors, Chase
Manhattan Capital, U.S. Investor, Private Market Fund and our less than 5%
stockholders have entered into a registration rights agreement with respect to
their shares of common stock. For additional information concerning the
registration rights agreement, see "Shares Eligible for Future Sale--
Registration Rights."

84
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of our common stock, after giving effect to the issuance
of our common stock in exchange for all membership interests in Mediacom LLC,
by:

. each person known by us to beneficially own more than 5% of any class of
our common stock;

. each of our directors and director nominees;

. our Chief Executive Officer and our four other most highly compensated
executive officers; and

. all of our directors, director nominees and executive officers as a
group.

The amounts and percentages of common stock beneficially owned are reported
on the basis of regulations of the Securities and Exchange Commission governing
the determination of beneficial ownership of securities. Under the rules of the
Securities and Exchange Commission, a person is deemed to be a beneficial owner
of a security if that person has or shares voting power, which includes the
power to vote or to direct the voting of such security, or investment power,
which includes the power to dispose of or to direct the disposition of such
security. Unless otherwise indicated below, each beneficial owner named in the
table below has sole voting and sole investment power with respect to all
shares beneficially owned, subject to community property laws where applicable.
Holders of Class A common stock are entitled to one vote per share, while
holders of Class B common stock are entitled to ten votes per share. Holders of
both classes of common stock will vote together as a single class on all
matters presented for a vote, except as otherwise required by law. The
information set forth in the following table excludes any shares of our common
stock purchased in this offering by the respective beneficial owner. Percentage
of beneficial ownership of Class A common stock is based on 40,977,562 shares
of Class A common stock outstanding immediately prior to this offering and
60,977,562 shares of Class A common stock outstanding immediately after this
offering. Percentage of beneficial ownership of Class B common stock is based
on 29,022,438 shares of Class B common stock outstanding both immediately
before and after this offering. Unless otherwise indicated, the address of each
beneficial owner of more than 5% of Class A or Class B common stock is Mediacom
Communications Corporation, 100 Crystal Run Road, Middletown, New York 10941.

<TABLE>
<CAPTION>
Percent of Vote
as a Single Class
-----------------
Class A Common Stock
------------------------------------- Class B
Before Offering After Offering Common Stock
------------------ ------------------ ------------------------- Before After
Name of Beneficial Owner Number Percent Number Percent Number Percent Offering Offering
- ------------------------ ------ ------- ------ ------- ------ ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Rocco B. Commisso....... -- -- % -- -- % 29,022,438(7) 100% 87.6% 82.6%
Morris Communications
Corporation(1)......... 28,532,875 69.6 28,532,875 46.8 -- -- 8.6 8.1
CB Capital Investors,
LLC(2)................. 4,256,834 10.4 4,256,834 7.0 -- -- 1.3 1.2
U.S. Investor, Inc.(3).. 3,075,226 7.5 3,075,226 5.0 -- -- * *
Private Market Fund,
L.P.(4)................ 2,385,768 5.8 2,385,768 3.9 -- -- * *
Mark E. Stephan......... -- -- -- -- 382,992(8)(9) 1.3 -- --
William S. Morris
III(1)(5).............. 28,532,875 69.6 28,532,875 46.8 -- -- 8.6 8.1
Craig S.
Mitchell(1)(6)......... 28,622,264 69.9 28,622,264 46.9 -- -- 8.6 8.1
Thomas V. Reifenheiser.. -- -- -- -- -- -- -- --
Natale S. Ricciardi..... -- -- -- -- -- -- -- --
Robert L. Winikoff...... -- -- -- -- -- -- -- --
James M. Carey.......... -- -- -- -- 214,475(9)(10) * -- --
Joseph Van Loan......... -- -- -- -- 260,434(9)(11) * -- --
Italia Commisso
Weinand................ -- -- -- -- 260,434(9)(12) * -- --
All executive officers,
directors and director
nominees as a group (8
persons)............... 28,622,264 69.9 28,622,264 46.9 29,022,438 100.0 96.3 90.8
</TABLE>
- -------------------
* Represents beneficial ownership of less than 1%.

(1) The address of the beneficial owner is 725 Broad Street, Augusta, Georgia
30901.

(2) Includes approximately 862,950 shares of Class A common stock owned by its
affiliate, Chase Manhattan Capital, LLC. The address of the beneficial
owner is c/o Chase Capital Partners, 380 Madison Avenue, New York, New
York 10017.

85
<PAGE>

(3) A party related to Booth American Company. The address of the beneficial
owner is 333 West Fort Street, Detroit, Michigan 48226.

(4) The address of the beneficial owner is c/o Pacific Corporate Group, 1200
Prospect Street, Suite 200, La Jolla, California 92037.

(5) Represent shares held by Morris Communications. Mr. Morris is the Chairman
and Chief Executive Officer of Morris Communications and is deemed to be
in control of Morris Communications.

(6) Includes 28,532,875 shares held by Morris Communications. Mr. Mitchell is
a director and the Vice President, Finance and Treasurer of Morris
Communications. Mr. Mitchell disclaims any beneficial ownership of the
shares held by Morris Communications.

(7) Also includes 1,406,346 shares of Class B common stock owned of record by
other stockholders, for which Mr. Commisso holds an irrevocable proxy,
representing all remaining shares of Class B common stock outstanding.

(8) All of these shares are subject to vesting in five equal annual
installments, which vesting period is deemed to have commenced on March
18, 1997. 229,795 of these shares are currently vested.

(9) If such beneficial owner desires to sell vested shares, or if such
beneficial owner's employment with us is terminated for any reason, Mr.
Commisso will have the option to purchase such shares. In the event that
Mr. Commisso exercises this purchase option, a portion of the vested
shares vested for less than three years will nonetheless be forfeited to
Mr. Commisso if, during such three year period, such beneficial owner
voluntarily terminates his employment with us or elects to sell such
shares or if such beneficial owner's employment with us is terminated for
cause. Such forfeiture of vested shares will not occur if Mr. Commisso
does not exercise his purchase option or if the beneficial owner is
terminated by us without cause or as a result of death or disability. Upon
a change of control, all such shares will vest and not be subject to
forfeiture. In addition, such beneficial owner has granted Mr. Commisso an
irrevocable proxy which may be exercised by Mr. Commisso in connection
with any action to be taken by our stockholders.

(10) All of these shares are subject to vesting in five equal annual
installments, which vesting period is deemed to have commenced on
September 15, 1998. 85,790 of these shares are currently vested.

(11) All of these shares are subject to vesting in five equal annual
installments, which vesting period is deemed to have commenced on November
4, 1997. 156,260 of these shares are currently vested.

(12) All of these shares are subject to vesting in five equal annual
installments, which vesting period is deemed to have commenced on April
21, 1997. 156,260 of these shares are currently vested.

86
<PAGE>

DESCRIPTION OF CERTAIN INDEBTEDNESS

Credit Facilities

Our operating subsidiaries, through two separate borrowing groups we refer
to as the Mediacom USA Group and the Mediacom Midwest Group, currently obtain
bank financing through two separate credit facilities. The credit facilities
for each borrowing group have no cross-default provisions relating directly to
each other, have different revolving credit periods and contain separately
negotiated covenants tailored for each borrowing group. The credit facilities
restrict the ability of each borrowing group to make distributions to Mediacom
LLC, subject to limited exceptions.

Financing for the operations of the Mediacom USA Group is provided by a
credit agreement among the operating subsidiaries comprising the Mediacom USA
Group, the lenders party thereto and The Chase Manhattan Bank, as
administrative agent. The Mediacom USA credit facility is a $550.0 million
credit facility, consisting of a $450.0 million reducing revolving credit
facility and a $100.0 million term loan. The revolving credit facility expires
March 31, 2008, subject to earlier repayment on June 30, 2007 if we do not
refinance our 8 1/2% senior notes prior to March 31, 2007. Principal on the
outstanding term loan is payable in quarterly installments of $250,000 with the
balance due and payable on September 30, 2008, and is also subject to earlier
repayment on September 30, 2007 if we do not refinance our 8 1/2% senior notes
prior to March 31, 2007. At January 10, 2000, there was $443.5 million of
indebtedness outstanding under the Mediacom USA credit facility. The Mediacom
USA credit facility provides us with two interest rate options, at our
election, to which a margin is added: a base rate, the higher of the overnight
rate plus 1/2 of 1% and the prime commercial lending rate, and a eurodollar
rate, based on the interbank eurodollar interest rate. Interest rate margins
for the Mediacom USA credit facility depend upon the performance of the
Mediacom USA Group measured by its leverage ratio, or the ratio of indebtedness
to the immediately preceding quarter's operating cash flow, multiplied by four.
The interest rate margins for the Mediacom USA credit facility are as follows:

. interest on outstanding revolving loans is payable at either the
eurodollar rate plus a floating percentage ranging from 0.75% to 2.25%
depending on the leverage ratio or the base rate plus a floating
percentage ranging from 0% to 1.25% depending on the leverage ratio; and

. interest on term loans is payable at either the eurodollar rate plus a
floating percentage tied to the leverage ratio ranging from 2.50% to
2.75% or the base rate plus a floating percentage tied to the leverage
ratio ranging from 1.50% to 1.75%.

The weighted average interest rate at January 10, 2000 on the outstanding
borrowings under the Mediacom USA credit facility was 8.0%. As of January 10,
2000, interest rate swap agreements had been entered into to hedge the
underlying eurodollar rate exposure in the amount of $50.0 million with an
expiration date ranging from 2000 to 2002.

The reducing revolving credit facility is available to the Mediacom USA
Group to fund acquisitions, to make payments to us under limited circumstances,
to pay management fees, to make investments and to finance capital expenditures
and working capital needs. Up to $100.0 million of the revolving credit
facility is available for letters of credit.

Financing for the operations of the Mediacom Midwest Group is provided by a
credit agreement among the operating subsidiaries comprising the Mediacom
Midwest Group, the lenders party thereto and The Chase Manhattan Bank, as
administrative agent. The Mediacom Midwest credit facility is a $550.0 million
credit facility, consisting of a $450.0 million reducing revolving credit
facility and a $100.0 million term loan. The $450.0 million revolving credit
facility expires June 30, 2008, subject to earlier repayment on September 30,
2007 if we do not refinance our 8 1/2% senior notes prior to March 31, 2007.
Principal on the outstanding term loan is payable in quarterly installments of
between $125,000 and $250,000 with the balance due and payable on December 31,
2008, and is also subject to earlier repayment on December 31, 2007 if we do
not refinance our 8 1/2% senior notes prior to March 31, 2007. At January 10,
2000, there was $372.5 million of indebtedness

87
<PAGE>

outstanding under the Mediacom Midwest credit facility. The Mediacom Midwest
credit facility provides us with two interest rate options, at our election, to
which a margin is added: a base rate, the higher of the overnight rate plus 1/2
of 1% and the prime commercial lending rate, and a eurodollar rate based on the
interbank eurodollar interest rate. Interest rate margins for the Mediacom
Midwest credit facility depend upon performance measured by the leverage ratio
of the Mediacom Midwest Group. The interest rate margins for the Mediacom
Midwest credit facility are as follows:

The weighted average interest rate at January 10, 2000 on the outstanding
borrowings under the Mediacom Midwest credit facility was 8.1%.

The reducing revolving credit facility is available to the Mediacom Midwest
Group to make restricted payments to us, to pay management fees, to make
investments and to finance capital expenditures, working capital needs and
acquisitions. Up to $100.0 million of the revolving credit facility is
available for letters of credit.

In general, each credit facility requires the borrowing groups to use the
proceeds from specified debt issuances and asset dispositions to prepay
borrowings under the relevant borrowing group's credit facility and to reduce
permanently commitments thereunder. Each facility also requires mandatory
prepayments of amounts outstanding and permanent reductions in the commitments
thereunder, beginning in 2002, based on a percentage of excess cash flow.

Each credit facility is secured by a pledge of Mediacom LLC's ownership
interests in the subsidiaries forming the relevant borrowing group, and is
guaranteed by Mediacom LLC on a limited recourse basis to the extent of such
ownership interests.

Each credit facility contains covenants, including:

. limitations on mergers and acquisitions, consolidations and sales of
assets;

. limitations on liens;

. incurrence of additional indebtedness;

. investments;

. restricted payments;

. maintenance of specified financial ratios;

. payment of management fees;

. capital expenditures; and

. restrictions on transactions with related parties.

In addition, an event of default will occur under each credit facility if,
among other things:

. Mr. Commisso ceases to be our Chairman and Chief Executive Officer and,
in the case of the Mediacom Midwest credit facility, the Chairman and
Chief Executive Officer of Zylstra;

. we or Mediacom LLC shall cease to act as manager of our subsidiaries;

88
<PAGE>

. we or Mediacom LLC shall cease to own 50.1% or more of the aggregate
voting rights of the equity interests of our subsidiaries;

. specified change of control events occur and are continuing; or

. Mr. Commisso, his family members, his affiliates and our officers and
employees collectively cease to own at least 50.1% of the combined
voting power of our common stock on a fully-diluted basis.

Senior Notes

The following is a summary of the 8 1/2% senior notes and the 7 7/8% senior
notes:

. Aggregate Principal Amount

-- 8 1/2% senior notes: $200,000,000

-- 7 7/8% senior notes: $125,000,000

. Maturity

-- 8 1/2% senior notes: April 15, 2008

-- 7 7/8% senior notes: February 15, 2011

. Interest Rate and Payment Dates

-- 8 1/2% senior notes: Bear interest at a rate of 8 1/2% per annum,
payable semi-annually on April 15 and October 15 of each year.

-- 7 7/8% senior notes: Bear interest at the rate of 7 7/8% per annum,
payable semi-annually on February 15 and August 15 of each year.

. Optional Redemption. On or after April 15, 2003 with respect to the 8
1/2% senior notes and on or after February 15, 2006 with respect to the
7 7/8% senior notes, Mediacom LLC and Mediacom Capital Corporation may
redeem the notes. On or before April 15, 2001 with respect to the 8 1/2%
senior notes and on or before February 15, 2002 with respect to the 7
7/8% senior notes, Mediacom LLC and Mediacom Capital may redeem up to
35% of the aggregate principal amount of the notes originally issued at
the price specified in the relevant indenture relating to the notes:

-- only with the proceeds of one or more equity offerings; and

-- only if at least 65% of the aggregate principal amount of the notes
originally issued remains outstanding after each redemption.

. Change of Control. If Mediacom LLC and Mediacom Capital sell specified
assets or if Mediacom LLC and Mediacom Capital experience specific kinds
of changes of control, holders of the 8 1/2% senior notes and the 7 7/8%
senior notes will have the opportunity to sell their notes to Mediacom
LLC and Mediacom Capital at 101% of the principal amount of such notes
plus accrued and unpaid interest and liquidated damages, if any, to the
date of purchase.

. Ranking. The 8 1/2% senior notes and the 7 7/8% senior notes:

-- are general unsecured obligations of Mediacom LLC and Mediacom
Capital;

-- rank on the same level with the existing and future senior
indebtedness of Mediacom LLC and Mediacom Capital; and

-- are subordinated to all indebtedness and other liabilities and
commitments of the subsidiaries of Mediacom LLC and Mediacom
Capital, including their credit facilities and trade payables.

89
<PAGE>

. Covenants. The indentures governing the 8 1/2% senior notes and the 7
7/8% senior notes limit the activities of Mediacom LLC and Mediacom
Capital and the activities of their restricted subsidiaries. The
provisions of the indentures limit their ability, subject to important
exceptions:

-- to incur additional indebtedness;

-- to pay dividends or make other restricted payments;

-- to sell assets or subsidiary stock;

-- to enter into transactions with related parties;

-- to create liens;

-- to enter into agreements that restrict dividends or other payments
from restricted subsidiaries;

-- to merge, consolidate or sell all or substantially all of our
assets; and

-- with respect to restricted subsidiaries, to issue capital stock.

90
<PAGE>

DESCRIPTION OF CAPITAL STOCK

General

Our authorized capitalization consists of 300,000,000 shares of Class A
common stock, par value $.01 per share, 100,000,000 shares of Class B common
stock, par value $.01 per share, and 100,000,000 shares of preferred stock, par
value $.01 per share.

Concurrently with the completion of this offering, the holders of the
membership interests of Mediacom LLC will exchange all of their membership
interests for shares of our common stock in accordance with the relative
ownership percentages of membership interests in Mediacom LLC immediately prior
to the completion of this offering. As a result of the exchange, Mediacom LLC
will become our wholly-owned subsidiary and will continue to serve as the
holding company for our operating subsidiaries.

Upon completion of the exchange of membership interests for shares of our
common stock and without giving effect to this offering, 40,977,562 shares of
Class A common stock and 29,022,438 shares of Class B common stock will be
outstanding. No shares of preferred stock will be outstanding.

Common Stock

The rights of the holders of Class A and Class B common stock are
substantially identical in all respects, except for voting and conversion
rights. Only certain directors, officers and other members of our management
group and certain other permitted holders, including relatives and affiliates
of these persons, as described in our certificate of incorporation, may hold
Class B common stock. There is no limitation on who may hold Class A common
stock. Holders of Class A common stock are entitled to one vote per share.
Holders of Class B common stock are entitled to ten votes per share. Holders of
all classes of common stock entitled to vote will vote together as a single
class on all matters presented to the stockholders for their vote or approval,
except as otherwise required by the Delaware General Corporation Law. Under
Delaware law, the holders of each class of common stock are entitled to vote as
a separate class with respect to any amendment to our certificate of
incorporation that would increase or decrease the aggregate number of
authorized shares of such class, increase or decrease the par value of such
class, or modify or change the powers, preferences or special rights of the
shares of such class so as to affect such class adversely. Our certificate of
incorporation does not provide for cumulative voting for the election of our
directors, with the result that stockholders owning or controlling more than
50% of the total votes cast for the election of directors can elect all of the
directors. See "Risk Factors-- Our Chairman and Chief Executive Officer has the
ability to control all major corporate decisions, which could inhibit or
prevent a change of control or a change in management."

Subject to the dividend rights of holders of preferred stock, holders of
common stock are entitled to receive dividends when, as and if declared by the
board of directors out of funds legally available for this purpose. In the
event of our liquidation, dissolution or winding up, the holders of both
classes of common stock are entitled to receive on a proportional basis any
assets remaining available for distribution after payment of our liabilities
and after provision has been made for payment of liquidation preferences to all
holders of preferred stock. Holders of common stock have no conversion,
redemption or sinking fund provisions or preemptive or other subscription
rights, except that:

. in the event any shares of Class B common stock are transferred to
persons other than certain directors, officers and other members of our
management group, or certain other permitted holders, such shares will
be converted automatically into shares of Class A common stock on a one-
for-one basis; and

. each share of Class B common stock is convertible into one share of
Class A common stock at the option of the holder at any time.

91
<PAGE>

Preferred Stock

Our certificate of incorporation authorizes us to issue 100,000,000 shares
of blank check preferred stock having rights senior to our common stock. Our
board of directors is authorized, without further stockholder approval, to
issue preferred stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights, conversion
rights, voting rights, redemption terms and liquidation preferences, and to fix
the number of shares constituting any series and the designations of these
series.

The issuance of preferred stock may have the effect of delaying or
preventing a change of control of us. The issuance of preferred stock could
decrease the amount of earnings and assets available for distribution to the
holders of common stock or could adversely affect the voting power or other
rights of the holders of common stock. We currently have no plans to issue any
shares of preferred stock.

Limitations on Liability

As permitted by Delaware law, our certificate of incorporation provides that
our directors shall not be personally liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability:

. for any breach of the director's duty of loyalty to us or our
stockholders;

. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. under Section 174 of the Delaware General Corporation Law, relating to
unlawful payment of dividends or unlawful stock purchases or redemption;
or

. for any transaction from which the director derives an improper personal
benefit.

As a result of this provision, we and our stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.

Our certificate of incorporation and by-laws provide for the indemnification
of our directors and officers, and, to the extent authorized by the board of
directors in its sole and absolute discretion, employees and agents, to the
fullest extent authorized by, and subject to the conditions set forth in
Delaware law, except that we will indemnify a director or officer in connection
with a proceeding or part thereof, initiated by such person, only if the
proceeding or part thereof was authorized by our board of directors. The
indemnification provided under the certificate of incorporation and by-laws
includes the right to be paid the expenses, including attorneys's fees, in
advance of any proceeding for which indemnification may be had, provided that
the payment of these expenses, including attorneys' fees, incurred by a
director, officer, employee or agent in advance of the final disposition of a
proceeding may be made only upon delivery to us of an undertaking by or on
behalf of the director, officer, employee or agent to repay all amounts so paid
in advance if it is ultimately determined that the director or officer is not
entitled to be indemnified.

Under the by-laws, we have the power to purchase and maintain insurance on
behalf of any person who is or was one of our directors, officers, employees or
agents, against any liability asserted against the person or incurred by the
person in any such capacity, or arising out of the person's status as such, and
related expenses, whether or not we would have the power to indemnify the
person against such liability under the provisions of Delaware law. We
currently have no plans to purchase director and officer liability insurance on
behalf of our directors and officers.

92
<PAGE>

Delaware Anti-Takeover Law

We will be subject to the provisions of Section 203 of Delaware law. Section
203 prohibits publicly held Delaware corporations from engaging in a business
combination with an interested stockholder for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless:

. prior to the business combination our board of directors approved either
the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder; or

. upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, such stockholder owned at least 85%
of our outstanding voting stock at the time such transaction commenced,
excluding for the purpose of determining the number of shares
outstanding those shares owned:

-- by our officers and directors and

-- by employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer; or

. at or subsequent to such time the business combination is approved by
our board of directors and authorized at an annual or special meeting of
our stockholders, and not by written consent, by the affirmative vote of
at least 66 2/3% of our outstanding voting stock which is not owned by
the interested stockholder.

A business combination includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. Subject to
certain exceptions, an interested stockholder is a person who, together with
affiliates and associates, owns, or within three years did own, 15% or more of
the corporation's voting stock. These provisions could have the effect of
delaying, deferring or preventing a change of control of us or reducing the
price that certain investors might be willing to pay in the future for shares
of our Class A common stock.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock will be
ChaseMellon Shareholder Services, L.L.C.

93
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

General

Upon the completion of this offering, we will have 90,000,000 shares of
common stock issued and outstanding, including 60,977,562 shares of Class A
common stock and 29,022,438 shares of Class B common stock. All outstanding
shares of common stock other than those issued in this offering will be
restricted securities as that term is defined in Rule 144 and also subject to
certain restrictions on disposition. Restricted securities may be sold in the
public market only if registered or if they qualify for an exemption from
registration under Rule 144 or Rule 701 under the Securities Act. Sales of
restricted securities in the public market, or the availability of such shares
for sale, could have an adverse effect on the price of the Class A common
stock. See "Dilution."

Registration Rights

We and Rocco Commisso, Morris Communications, CB Capital Investors, Chase
Manhattan Capital, U.S. Investor, Private Market Fund and our less than a 5%
stockholders have entered into a registration rights agreement, in accordance
with which we have granted to such persons as long as such persons hold common
stock received in exchange for their membership interests in Mediacom LLC
various demand rights commencing 180 days after the completion of this offering
to cause us to file a registration statement under the Securities Act covering
resales of all shares of common stock held by such persons, and to use our best
efforts to cause such registration statement to become effective. The
registration rights agreement also grants piggyback registration rights which
permit such persons to include their registrable securities in a registration
of securities by us. We are obligated to pay the expenses of such
registrations.

Rule 144

In general, under Rule 144, as currently in effect, beginning 90 days after
the date of this prospectus, a person who has beneficially owned restricted
shares of our Class A common stock for at least one year would be entitled to
sell within any three month period a number of shares that does not exceed the
greater of either of the following:

. 1% of the number of shares of Class A common stock then outstanding,
which will equal 609,776 shares immediately after this offering; and

. the average weekly trading volume of the Class A common stock on The
Nasdaq Stock Market during the four calendar weeks preceding the filing
of a notice on Form 144 with respect to such sale.

Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public information
about us.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at the time of or at any time during the three months preceding a
sale, and who has beneficially owned the restricted shares proposed to be sold
for at least two years, including the holding period of any prior owner other
than an affiliate, is entitled to sell such shares without complying with the
manner of sale, public information, volume limitation or notice provisions of
Rule 144. Therefore, unless otherwise restricted, shares covered by Rule 144(k)
may be sold immediately upon the completion of this offering. The sale of such
shares, or the perception that sales will be made, could adversely effect the
price of our Class A common stock after this offering because a greater supply
of shares would be, or would be perceived to be, available for sale in the
public market.

94
<PAGE>

Further Restrictions on Transfer for Certain Persons

Our officers, directors and stockholders have agreed to enter into lock-up
agreements with the underwriters of this offering generally providing that they
will not offer, sell, contract to sell, pledge or otherwise dispose of any
shares of our Class A common stock or securities convertible into or
exchangeable or exercisable for any of our Class A common stock, or publicly
disclose the intention to make any offer, sale, pledge, disposition or filing,
without the prior written consent of Credit Suisse First Boston Corporation for
a period of 180 days after the date of this prospectus, subject to certain
exceptions. As a result of these contractual restrictions, notwithstanding the
possible earlier eligibility for sale under the provisions of Rules 144 and
144(k), shares subject to lock-up agreements may not be sold until such
agreements expire or are waived by Credit Suisse First Boston Corporation. In
addition, we have agreed that we will not offer, sell, contract to sell, pledge
or otherwise dispose of or file with the Securities and Exchange Commission a
registration statement under Securities Act relating to any shares of our Class
A common stock or securities convertible into or exchangeable or exercisable
for any of our Class A common stock, or publicly disclose the intention to make
any offer, sale, pledge, disposition or filing, without the prior written
consent of Credit Suisse First Boston Corporation for a period of 180 days
after the date of this prospectus, subject to certain exceptions.

95
<PAGE>

UNDERWRITERS

Credit Suisse First Boston Corporation and Salomon Smith Barney Inc. are
acting as joint book-running managers for this offering. Credit Suisse First
Boston Corporation, Salomon Smith Barney Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation are acting as co-lead managers, and Goldman, Sachs &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities Inc.,
CIBC World Markets Corp. and First Union Securities, Inc. are acting as co-
managers.

Under the terms and subject to the conditions contained in an underwriting
agreement dated , 2000, we have agreed to sell to the underwriters
named below, for whom Credit Suisse First Boston Corporation, Salomon Smith
Barney Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Goldman,
Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase
Securities Inc., CIBC World Markets Corp. and First Union Securities, Inc. are
acting as representatives, the following respective numbers of shares of our
Class A common stock:

<TABLE>
<CAPTION>
Number of
Underwriters Shares
------------ ----------
<S> <C>
Credit Suisse First Boston Corporation............................
Salomon Smith Barney Inc..........................................
Donaldson, Lufkin & Jenrette Securities Corporation...............
Goldman, Sachs & Co...............................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.............................................
Chase Securities Inc..............................................
CIBC World Markets Corp...........................................
First Union Securities, Inc.......................................

----------
Total........................................................... 20,000,000
==========
</TABLE>

The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of our Class A common stock offered in this offering if
any are purchased, other than those shares covered by the over-allotment option
described below. The underwriting agreement also provides that if an
underwriter defaults, the purchase commitments of non-defaulting underwriters
may be increased or this offering of Class A common stock may be terminated.

We have granted to the underwriters a 30-day option to purchase on a
proportional basis up to 3,000,000 additional shares of our Class A common
stock at the initial public offering price less the underwriting discounts and
commissions. This option may be exercised only to cover any over-allotments of
our Class A common stock.

The underwriters propose to offer the shares of our Class A common stock
initially at the public offering price on the cover page of this prospectus and
to selling group members at that price less a concession of $ per share.
The underwriters and selling group members may allow a discount of $ per
share on sales to other broker/dealers. After the initial public offering, the
public offering price and concession and discount to broker/dealers may be
changed by the representatives.

96
<PAGE>

The following table summarizes the compensation and estimated expenses we
will pay. The compensation that we will pay to the underwriters will consist
solely of the underwriting discounts, which are equal to the public offering
price per share of Class A common stock less the amount the underwriters pay to
us per share of Class A common stock, and commissions. The underwriters have
not received and will not receive from us other items of compensation or
expense in connection with this offering considered by the National Association
of Securities Dealers, Inc. to be underwriting compensation under its Conduct
Rules.

<TABLE>
<CAPTION>
Per Share Total
----------------------------- -----------------------------
Without With Without With
Over-allotment Over-Allotment Over-allotment Over-allotment
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Underwriting discounts
and commissions paid by
us..................... $ $ $ $
Expenses payable by us.. $ $ $ $
</TABLE>

The underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.

We intend to use more than 10% of the net proceeds from the sale of the
Class A common stock to repay indebtedness owed by us to Credit Suisse First
Boston, New York branch, Citibank, N.A., The Chase Manhattan Bank, CIBC Inc.
and First Union National Bank, each an affiliate of one of the underwriters.
Accordingly, the offering is being made in compliance with the requirements of
Rule 2710(c)(8) of the National Association of Securities Dealers, Inc. Conduct
Rules. This rule provides generally that if more than 10% of the net proceeds
from the sale of stock, not including underwriting compensation, is paid to the
underwriters or their affiliates, the initial public offering price of the
stock may not be higher than that recommended by a qualified independent
underwriter meeting certain standards. Accordingly, Donaldson, Lufkin &
Jenrette Securities Corporation is assuming the responsibilities of acting as
the qualified independent underwriter in pricing the offering and conducting
due diligence. The initial public offering price of the shares of common stock
is no higher than the price recommended by Donaldson, Lufkin & Jenrette
Securities Corporation. We have agreed to pay $5,000 to Donaldson, Lufkin &
Jenrette Securities Corporation as compensation for its services as qualified
independent underwriter in this offering.

We and our officers, directors and stockholders have agreed that we and they
will not offer, sell, contract to sell, pledge or otherwise dispose of or file
with the Securities and Exchange Commission a registration statement under the
Securities Act relating to, any shares of our Class A common stock or
securities convertible into or exchangeable or exercisable for any of our Class
A common stock, or publicly disclose the intention to make any offer, sale,
pledge, disposition or filing, without the prior written consent of Credit
Suisse First Boston Corporation for a period of 180 days after the date of this
prospectus, except in our case for grants of employee stock options in
accordance with the terms of a plan in effect on the date hereof, issuances of
securities in accordance with the exercise of such options or the exercise of
any other employee stock options outstanding on the date hereof.

At our request, the underwriters will reserve up to 1,000,000 shares of our
Class A common stock to be sold, at the initial public offering price, to our
directors, officers and employees, as well as to some of our business
associates and individuals associated or affiliated with our directors. This
directed share program will be administered by Salomon Smith Barney Inc. The
number of shares of Class A common stock available for sale to the general
public will be reduced to the extent these individuals purchase reserved
shares. Any reserved shares of Class A common stock which are not so purchased
will be offered by the underwriters to the general public on the same basis as
the other shares of Class A common stock offered by this prospectus. We have
agreed to indemnify the underwriters against certain liabilities and expenses,
including liabilities under the Securities Act, in connection with sales of the
directed shares.

We and Mediacom LLC have agreed to indemnify the underwriters against
liabilities under the Securities Act, or contribute to payments which the
underwriters may be required to make in that respect.

We have made application to list the shares of Class A common stock on The
Nasdaq Stock Market's National Market under the symbol "MCCC."

97
<PAGE>

Prior to this offering, there has been no public market for our Class A
common stock. The initial public offering price will be determined by
negotiation between us and the representatives, and does not reflect the market
price for our Class A common stock following this offering. The principal
factors to be considered in determining the initial public offering price
include:

. the information in this prospectus and otherwise available to the
representatives;

. the history of and prospects for the industry in which we will compete;

. our past and present operations;

. our past and present earnings and current financial position;

. the ability of our management;

. our prospects for future earnings;

. the recent market prices of, and the demand for, publicly traded common
stock of generally comparable companies;

. the general condition of the securities markets at the time of this
offering; and

. other relevant factors.

We can offer no assurance that the initial public offering price will
correspond to the price at which the Class A common stock will trade in the
public market subsequent to this offering or that an active trading market for
the Class A common stock will develop and continue after this offering.

Individuals affiliated with Credit Suisse First Boston Corporation will
beneficially own an aggregate of 0.2% of our Class A common stock after giving
effect to this offering. These individuals purchased an aggregate of 50.2
membership interests in Mediacom LLC for a total purchase price of $50,240 on
November 3, 1999. Chase Manhattan Capital, LLC and CB Capital Investors, LLC,
each an affiliate of Chase Securities Inc., will beneficially own an aggregate
of 7.0% of our Class A common stock after giving effect to this offering. CB
Capital Investors, LLC purchased an aggregate of 512.4 membership interests in
Mediacom LLC for a total purchase price of $512,440 on November 3, 1999.
Entities affiliated with Credit Suisse First Boston Corporation, Salomon Smith
Barney Inc., Chase Securities Inc., CIBC World Markets Corp. and First Union
Securities, Inc. are lenders under our subsidiary credit facilities, a portion
of which will be repaid with the net proceeds of this offering. Chase
Securities Inc. and its affiliates engage from time to time in various general
financing and banking transactions with us and our affiliates. Chase Securities
Inc. was the arranger and The Chase Manhattan Bank is the administrative agent
and a lender under each of our subsidiary credit facilities. Chase Securities
Inc. acted as an advisor to us in connection with the acquisition of the Triax
systems. In addition, certain investment affiliates of Donaldson, Lufkin &
Jenrette Securities Corporation previously owned an interest in the Triax
systems. Upon completion of this offering, Thomas V. Reifenheiser, a Managing
Director and Group Executive for the Global Media and Telecom Group of Chase
Securities Inc., will become a member of our board of directors.

The representatives, on behalf of the underwriters, may engage in over-
allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act.

. Over-allotment involves syndicate sales in excess of this offering size,
which creates a syndicate short position.

. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

. Syndicate covering transactions involve purchases of the Class A common
stock in the open market after the distribution has been completed in
order to cover syndicate short positions.

. Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the Class A common stock originally sold by
such syndicate member is purchased in a stabilizing transaction or a
syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of our Class A common stock to be higher than it would
otherwise be in the absence of these transactions. These transactions may be
effected on The Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

98
<PAGE>

LEGAL MATTERS

The validity of the shares of Class A common stock offered hereby will be
passed upon for us by Cooperman Levitt Winikoff Lester & Newman, P.C., New
York, New York. Robert L. Winikoff, one of our director nominees, is a partner
of Cooperman Levitt Winikoff Lester & Newman, P.C. Cahill Gordon & Reindel, New
York, New York, will pass upon certain legal matters in connection with this
offering.

EXPERTS

The audited consolidated financial statements of Mediacom LLC and
subsidiaries included in this prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.

The following audited consolidated financial statements of U.S. Cable
Television Group, L.P. and subsidiaries, appearing elsewhere herein, have been
included in this prospectus and in the registration statement in reliance upon
the reports of KPMG LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing:

. the consolidated balance sheets of the Cablevision Systems as of
December 31, 1997 and 1996 and the related consolidated statements of
operations, partners' capital (deficiency) and cash flows for the year
ended December 31, 1997 and for the periods January 1, 1996 to August
12, 1996, and August 13, 1996 to December 31, 1996; and

. the consolidated balance sheets of the Cablevision Systems as of
December 31, 1996 and 1995 and the related consolidated statements of
operations, partners' capital (deficiency) and cash flows for the
periods January 1, 1996 to August 12, 1996, and August 13, 1996 to
December 31, 1996 and for the years ended December 31, 1995 and 1994.

The reports of KPMG LLP include an explanatory paragraph relating to a change
in cost basis of the consolidated financial information as a result of a
redemption of certain limited and general partnership interests effective
August 13, 1996.

The audited financial statements of Triax Midwest Associates, L.P. included
in this prospectus and elsewhere in the registration statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in giving said reports.

99
<PAGE>

AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1, including all amendments, exhibits, schedules and
supplements thereto, under the Securities Act and the rules and regulations
thereunder, for the registration of the Class A Common Stock offered hereby.
Although this prospectus, which forms a part of the registration statement,
contains all material information included in the registration statement, parts
of the registration statement have been omitted as permitted by the rules and
regulations of the Securities and Exchange Commission. For further information
about us and the Class A common stock offered in this prospectus, you should
refer to the registration statement and its exhibits. You may read and copy any
document we file with the Securities and Exchange Commission at the public
reference facilities maintained by the Securities and Exchange Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Securities and Exchange Commission's regional offices at 3475 Lenox Road, N.E.,
Suite 1000, Atlanta, Georgia 30326-1232. Copies of such material may be
obtained from the Public Reference Section of the Securities and Exchange
Commission at 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed
rates. The public may obtain information regarding the Washington, D.C. Public
Reference Room by calling the SEC at 1-800-SEC-0330. You can also review such
material by accessing the Securities and Exchange Commission's Internet web
site at http://www.sec.gov. This site contains reports, proxy and information
statements and other information regarding issuers that file electronically
with the Securities and Exchange Commission.

We intend to furnish to each of our stockholders annual reports containing
audited financial statements and quarterly reports containing unaudited
financial information for the first three-quarters of each fiscal year. We will
also furnish to each of our stockholders such other reports as may be required
by law.

100
<PAGE>

INDEX TO FINANCIAL STATEMENTS

MEDIACOM LLC AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Contents Page
-------- ----
<S> <C>
Report of Independent Public Accountants.................................. F-3
Consolidated Balance Sheets as of December 31, 1998 and 1997.............. F-4
Consolidated Statements of Operations for the Years Ended December 31,
1998 and 1997, for the Period from Commencement of Operations (March 12,
1996) through December 31, 1996, and for the Period from January 1, 1996
through March 11, 1996................................................... F-5
Consolidated Statements of Changes in Members' Equity for the Years Ended
December 31, 1998 and 1997, and for the Period from Commencement of
Operations (March 12, 1996) through December 31, 1996.................... F-6
Consolidated Statements of Cash Flows for the Years Ended December 31,
1998 and 1997, for the Period from Commencement of Operations (March 12,
1996) through December 31, 1996, and for the Period from January 1, 1996
through March 11, 1996................................................... F-7
Notes to Consolidated Financial Statements................................ F-8
Consolidated Balance Sheets as of September 30, 1999 (unaudited) and
December 31, 1998........................................................ F-21
Consolidated Statements of Operations for the Three and Nine Months Ended
September 30, 1999 and 1998 (unaudited).................................. F-22
Consolidated Statements of Cash Flows for the Nine Months Ended September
30, 1999 and 1998 (unaudited)............................................ F-23
Notes to Consolidated Financial Statements (unaudited).................... F-24
</TABLE>

U.S. CABLE TELEVISION GROUP, L.P. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Contents Page
-------- ----
<S> <C>
Independent Auditor's Report............................................. F-32
Consolidated Balance Sheets as of December 31, 1997 and 1996............. F-33
Consolidated Statements of Operations and Partners' Capital (Deficiency),
Year Ended December 31, 1997, Period from August 13, 1996 to December
31, 1996, and January 1, 1996 to August 12, 1996........................ F-34
Consolidated Statements of Cash Flows, Year Ended December 31, 1997,
Period from August 13, 1996 to December 31, 1996 and January 1, 1996 to
August 12, 1996......................................................... F-35
Notes to Consolidated Financial Statements............................... F-36
Independent Auditor's Report............................................. F-42
Consolidated Balance Sheets as of December 31, 1996 and 1995............. F-43
Consolidated Statements of Operations and Partners' Capital (Deficiency),
Period from January 1, 1996 to August 12, 1996, and August 13, 1996 to
December 31, 1996, and Years Ended December 31, 1995 and 1994........... F-44
Consolidated Statements of Cash Flows, Period from January 1, 1996 to
August 12, 1996, and August 13, 1996 to December 31, 1996, and Years
Ended December 31, 1995 and 1994........................................ F-45
Notes to Consolidated Financial Statements............................... F-46
</TABLE>

F-1
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Contents Page
-------- ----
<S> <C>
Report of Independent Public Accountants................................. F-52
Balance Sheets as of December 31, 1997 and 1998 and September 30, 1999
(unaudited)............................................................. F-53
Statements of Operations for the Years Ended December 31, 1996, 1997 and
1998 and for the Nine Months Ended September 30, 1998 and 1999
(unaudited)............................................................. F-54
Statements of Partners' Deficit for the Years Ended December 31, 1996,
1997 and 1998 and for the Nine Months Ended September 30, 1999
(unaudited)............................................................. F-55
Statements of Cash Flows for the Years Ended December 31, 1996, 1997 and
1998 and for the Nine Months Ended September 30, 1998 and 1999
(unaudited)............................................................. F-56
Notes to Financial Statements............................................ F-57
</TABLE>

Note--Upon completion of this offering and the exchange of membership
interests in Mediacom LLC for our common stock, Mediacom LLC will become our
wholly-owned subsidiary. Prior to such time, Mediacom Communications
Corporation had no assets, liabilities, contingent liabilities or operations.

F-2
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Mediacom LLC:

We have audited the accompanying consolidated balance sheets of Mediacom LLC
(a New York limited liability company) and subsidiaries as of December 31,
1998 and 1997, and the related consolidated statements of operations, changes
in members' equity and cash flows for the years ended December 31, 1998 and
1997, and for the period from the commencement of operations (March 12, 1996)
through December 31, 1996 and the statements of operations and cash flows from
the period January 1, 1996 through March 11, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Mediacom LLC and
its subsidiaries as of December 31, 1998 and 1997, and the results of their
operations, members' equity and cash flows for the years ended December 31,
1998 and 1997, and for the period from commencement of operations (March 12,
1996) through December 31, 1996 and the statements of operations and cash
flows from the period January 1, 1996 through March 11, 1996 in conformity
with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. Schedule II--Valuation and
Qualifying Accounts is presented for purposes of complying with the Securities
and Exchange Commissions rules and is not part of the basic consolidated
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated
financial statements taken as a whole.

Arthur Andersen LLP

Stamford, Connecticut
March 5, 1999
(except with respect to the
matter discussed in note 15,
as to which the date

is January 10, 2000)

F-3
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(All dollar amounts in 000's)

<TABLE>
<CAPTION>
December 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
ASSETS

Cash and cash equivalents.................................. $ 2,212 $ 1,027
Subscriber accounts receivable, net of allowance for
doubtful accounts of $298 in
1998 and $56 in 1997...................................... 2,512 618
Prepaid expenses and other assets.......................... 1,712 1,358
Investment in cable television systems:
Inventory................................................ 8,240 1,032
Property, plant and equipment, at cost................... 314,627 51,735
Less--accumulated depreciation........................... (45,423) (5,737)
-------- --------
Property, plant and equipment, net..................... 269,204 45,998
Intangible assets, net of accumulated amortization of
$26,307 in 1998 and $3,478 in 1997...................... 150,928 48,966
-------- --------
Total investment in cable television systems............... 428,372 95,996
Other assets, net of accumulated amortization of $3,854 in
1998 and $526 in 1997..................................... 16,344 3,792
-------- --------
Total assets........................................... $451,152 $102,791
======== ========

LIABILITIES AND MEMBERS' EQUITY

LIABILITIES
Debt....................................................... $337,905 $ 72,768
Accounts payable........................................... 2,678 853
Accrued expenses........................................... 29,446 4,021
Subscriber advances........................................ 1,510 603
Management fees payable.................................... 962 105
-------- --------
Total liabilities...................................... 372,501 78,350
MEMBERS' EQUITY
Capital contributions...................................... 124,990 30,990
Accumulated deficit........................................ (46,339) (6,549)
-------- --------
Total members' equity.................................. 78,651 24,441
-------- --------
Total liabilities and members' equity.................. $451,152 $102,791
======== ========
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

F-4
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(All dollar amounts in 000's)

<TABLE>
<CAPTION>
The Company Predecessor
--------------------------------- ---------------
March 12,
Year Ended 1996
December 31, through January 1, 1996
------------------- December 31, through
1998 1997 1996 March 11, 1996
---------- ------- ------------ ---------------
<S> <C> <C> <C> <C>
Revenues..................... $ 129,297 $17,634 $ 5,411 $1,038
Costs and expenses:
Service costs.............. 43,849 5,547 1,511 297
Selling, general and
administrative expenses... 25,596 2,696 931 222
Management fee expense..... 5,797 882 270 52
Depreciation and
amortization.............. 65,793 7,636 2,157 527
---------- ------- ------- ------
Operating income (loss)...... (11,738) 873 542 (60)
---------- ------- ------- ------
Interest expense, net........ 23,994 4,829 1,528 201
Other expenses............... 4,058 640 967 --
---------- ------- ------- ------
Net loss..................... $ (39,790) $(4,596) $(1,953) $ (261)
========== ======= ======= ======
Pro forma net loss and loss
per share:
Historical net loss before
income taxes.............. $ (39,790)
Pro forma income tax
effects (note 15)......... --
----------
Pro forma net loss........... $ (39,790)
==========
Pro forma basic and diluted
loss per share.............. $ (0.57)
Pro forma common shares
outstanding (note 15)....... 70,000,000
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

F-5
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY
(All dollar amounts in 000's)

<TABLE>
<S> <C>
Balance, Commencement of Operations (March 12, 1996).................. $ 5,490
Capital contributions............................................... 1,000
Net loss............................................................ (1,953)
--------
Balance, December 31, 1996............................................ 4,537
Capital contributions............................................... 24,500
Net loss............................................................ (4,596)
--------
Balance, December 31, 1997............................................ 24,441
Capital contributions............................................... 94,000
Net loss............................................................ (39,790)
--------
Balance, December 31, 1998............................................ $ 78,651
========
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

F-6
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All dollar amounts in 000's)

<TABLE>
<CAPTION>
The Company Predecessor
--------------------------------- -----------
March 12, January 1,
Year Ended 1996 1996
December 31, through through
------------------- December 31, March 11,
1998 1997 1996 1996
--------- -------- ------------ -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss........................ $ (39,790) $ (4,596) $ (1,953) $(261)
Adjustments to reconcile net
loss to net cash flows from
operating activities:
Accretion of interest on seller
note........................... 287 264 129 --
Depreciation and amortization... 65,793 7,636 2,157 527
Changes in assets and
liabilities, net of effects
from acquisitions:
Increase in subscriber
accounts receivable........... (1,437) (351) (267) (40)
Decrease (increase) in prepaid
expenses and other assets..... 329 (34) (1,323) --
Increase (decrease) in
accounts payable.............. 1,822 (242) 514 --
Increase in accrued expenses... 24,843 3,762 840 --
Increase in subscriber
advances...................... 852 498 105 --
Increase in management fees
payable....................... 857 70 35 --
--------- -------- -------- -----
Net cash flows from operating
activities................... 53,556 7,007 237 226
--------- -------- -------- -----
CASH FLOWS USED IN INVESTING
ACTIVITIES:
Capital expenditures............ (53,721) (4,699) (671) (86)
Acquisitions of cable television
systems........................ (343,330) (54,842) (44,539) --
Other, net...................... (34) (467) (47) --
--------- -------- -------- -----
Net cash flows used in
investing activities......... (397,085) (60,008) (45,257) (86)
--------- -------- -------- -----
CASH FLOWS FROM FINANCING
ACTIVITIES:
New borrowings.................. 488,200 72,225 39,200 --
Repayment of debt............... (223,350) (40,250) (1,600) --
Increase in seller note......... -- -- 2,800 --
Capital contributions........... 94,000 24,500 6,490 --
Financing costs................. (14,136) (2,843) (1,474) --
--------- -------- -------- -----
Net cash flows from financing
activities................... 344,714 53,632 45,416 --
--------- -------- -------- -----
Net increase in cash and cash
equivalents.................. 1,185 631 396 140
CASH AND CASH EQUIVALENTS,
beginning of period............. 1,027 396 -- 266
--------- -------- -------- -----
CASH AND CASH EQUIVALENTS, end of
period.......................... $ 2,212 $ 1,027 $ 396 $ 406
========= ======== ======== =====
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the year for
interest....................... $ 21,127 $ 4,485 $ 1,190 $ 201
========= ======== ======== =====
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

F-7
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

(1) The Limited Liability Company:

Organization

Mediacom LLC ("Mediacom" and collectively with its subsidiaries, the
"Company"), a New York limited liability company, was formed on July 17, 1995
and initially conducted its affairs pursuant to an operating agreement dated
March 12, 1996 (the "1996 Operating Agreement"). On March 31 and June 16, 1997,
the 1996 Operating Agreement was amended and restated upon the admission of new
members to Mediacom (the "1997 Operating Agreement"). On January 20, 1998, the
1997 Operating Agreement was amended and restated upon the admission of
additional members to Mediacom (the "1998 Operating Agreement"). As of December
31, 1998, the Company had acquired and was operating cable television systems
in fourteen states, principally Alabama, California, Florida, Kentucky,
Missouri and North Carolina. (See Note 3).

Mediacom Capital Corporation ("Mediacom Capital"), a New York corporation
wholly-owned by Mediacom, was organized in March 1998 for the sole purpose of
acting as co-issuer with Mediacom of $200,000 aggregate principal amount of 8
1/2% Senior Notes due 2008 (the "8 1/2% Senior Notes"), which were issued on
April 1, 1998. Mediacom Capital has nominal assets and does not conduct
operations of its own. The 8 1/2% Senior Notes are joint and several
obligations of Mediacom and Mediacom Capital, although Mediacom received all
the net proceeds of the 8 1/2% Senior Notes.

Capitalization

The Company was initially capitalized on March 12, 1996, with equity
contributions of $5,445 from Mediacom's members and $45 from Mediacom
Management Corporation ("Mediacom Management"), a Delaware corporation. On June
28, 1996, Mediacom received additional equity contributions of $1,000 from an
existing member.

On June 22 and September 18, 1997, Mediacom received additional equity
contributions of $19,500 and $5,000, respectively, from its members. On January
22, 1998, Mediacom received additional equity contributions of $94,000 from its
members.

Allocation of Losses, Profits and Distributions

For 1996, pursuant to the 1996 Operating Agreement, net losses were
allocated 98% to the manager as defined in the operating agreements (the
"Manager") and the balance to the other members ratably in accordance with
their respective membership units. For 1997, pursuant to the 1997 Operating
Agreement, net losses were allocated first to the Manager and the balance to
the other members ratably in accordance with their respective membership units.
For 1998, pursuant to the 1998 Operating Agreement, net losses are to be
allocated first to the Manager; second, to the member owning the largest number
of membership units in Mediacom; and third, to the members, other than the
Manager, ratably in accordance with their respective positive capital account
balances and membership units.

Profits are allocated first to the members to the extent of their deficit
capital account; second, to the members to the extent of their preferred
capital; third, to the members (including the Manager) until they receive an 8%
preferred return on their preferred capital (the "Preferred Return"); fourth,
to the Manager until the Manager receives an amount equal to 25% of the amount
provided to deliver the Preferred Return to all members; the balance, 80% to
the members (including the Manager) in proportion to their respective
membership units and 20% to the Manager. The 1997 Operating Agreement increased
the Preferred Return from 8% to 12%.

F-8
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

Distributions are made first to the members (including the Manager) in
proportion to their respective membership units until they receive amounts
equal to their preferred capital; second, to the members (including the
Manager) in proportion to their percentage interests until all members receive
the Preferred Return; third, to the Manager until the Manager receives 25% of
the amount provided to deliver the Preferred Return; the balance, 80% to the
members (including the Manager) in proportion to their percentage interests and
20% to the Manager.

Redemption Rights

Except as set forth below, no member has the right to have its membership
interests redeemed or its capital contributions returned prior to dissolution
of Mediacom. Pursuant to the 1998 Operating Agreement, each member has the
right to require Mediacom to redeem its membership interests at any time if the
holding of such interests exceeds the amount permitted, or is otherwise
prohibited or becomes unduly burdensome, by any law to which such member is
subject, or, in the case of any member which is a Small Business Investment
Company as defined in and subject to regulation under the Small Business
Investment Act of 1958, as amended, upon a change in the Company's principal
business activities to an activity not eligible for investment by a Small
Business Investment Company or a change in the reported use of proceeds of a
member's investment in Mediacom. If Mediacom is unable to redeem for cash any
or all of such membership interests at such time, Mediacom will issue as
payment for such interests a junior subordinated promissory note with a five-
year maturity date and deferred interest which accrues and compounds at an
annual rate of 5% over the prime rate.

In addition, in connection with the Company's acquisition of the
Cablevision Systems on January 23, 1998 (See Note 3), the Federal
Communications Commission (the "FCC") issued a transactional forbearance from
its cross-ownership restrictions, effective for a period of one year,
permitting a certain existing member (the "Transactional Member") to purchase
additional units of membership interest in Mediacom. This temporary waiver was
originally set to expire on January 23, 1999. However, on January 15, 1999, the
FCC granted an extension of such waiver to July 23, 1999. If at the end of this
extension, the Transactional Member's membership interest in Mediacom remains
above the limitations imposed by the FCC's cross-ownership restrictions,
Mediacom will be required to repurchase such number of the Transactional
Member's units of membership interest which exceed the permissible ownership
level. If such repurchase were to occur on July 23, 1999 (i.e., upon expiration
of the transactional forbearance), and assuming no changes in the number of
outstanding membership units of Mediacom and no changes in such cross-ownership
rules, the repurchase price for such excess membership interests would be
approximately $7,500 plus accrued interest.

Duration and Dissolution

Mediacom will be dissolved upon the first to occur of the following: (i)
December 31, 2020; (ii) certain events of bankruptcy involving the Manager or
the occurrence of any other event terminating the continued membership of the
Manager, unless within one hundred eighty days after such event the Company is
continued by the vote or written consent of no less than two-thirds of the
remaining membership interests; or (iii) the entry of a decree of judicial
dissolution.

(2) Summary of Significant Accounting Policies:

Basis of Preparation of Consolidated Financial Statements

The consolidated financial statements include the accounts of Mediacom
and its subsidiaries. All significant intercompany transactions and balances
have been eliminated. The preparation of financial

F-9
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.

The financial statements for the period from January 1, 1996, through
March 11, 1996, and reflecting the results of operations and statement of cash
flows, are referred to as the "Predecessor" financial statements. The
Predecessor is Benchmark Acquisition Fund II Limited Partnership which owned
the assets comprising the cable television system serving at the time of its
acquisition by the Company 10,300 subscribers in Ridgecrest, California.
Accordingly, the accompanying financial statements of the Predecessor and the
Company are not comparable in all material respects since those financial
statements report results of operations and cash flows of these two separate
entities.

Revenue Recognition

Revenues include subscriber service revenues and charges for
installations and connections and are recognized in the period in which the
related services are provided to the Company's customers. Other revenues are
recognized as services are provided. Revenues obtained from the connection and
installation of customers are recognized as revenue to the extent of direct
selling costs incurred. The balance, if any, is deferred and amortized to
income over the estimated average period that customers are expected to remain
connected to the systems.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

Concentration of Credit Risk

The Company's accounts receivable is comprised of amounts due from
subscribers in varying regions throughout the United States. Concentration of
credit risk with respect to these receivables is limited due to the large
number of customers comprising the Company's customer base and their geographic
dispersion.

Property, Plant and Equipment

Property, plant and equipment is recorded at purchased and capitalized
cost. Repairs and maintenance are charged to operations, and replacements,
renewals and additions are capitalized. The Company capitalized a portion of
salaries and overhead related to the installation of property, plant and
equipment of approximately $6,548 and $681 in 1998 and 1997, respectively.

The Company capitalizes interest on funds borrowed for projects under
construction. Such interest is charged to property, plant and equipment and
amortized over the approximate life of the related assets. Capitalized interest
was approximately $1,014 in 1998.

Depreciation is calculated on a straight-line basis over the following
useful lives:

<TABLE>
<S> <C>
Buildings......................................... 45 years
Leasehold improvements............................ Life of respective lease
Cable systems and equipment....................... 5 to 10 years
Subscriber devices................................ 5 years
Vehicles.......................................... 5 years
Furniture, fixtures and office equipment.......... 5 to 10 years
</TABLE>

F-10
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

Intangible Assets

Intangible assets include franchising costs, goodwill, subscriber lists
and covenants not to compete. Amortization of intangible assets is calculated
on a straight-line basis over the following lives:

<TABLE>
<S> <C>
Franchising costs............................................. 15 years
Goodwill...................................................... 15 years
Subscriber lists.............................................. 5 years
Covenants not to compete...................................... 3 to 7 years
</TABLE>

Impairment of Long-Lived Assets

The Company follows the provisions of Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" ("SFAS 121"). SFAS 121 requires that long-
lived assets and certain identifiable intangibles to be held and used by any
entity, be reviewed for impairment whenever events or changes in circumstances
indicate the carrying amount of an asset may not be recoverable. There has been
no impairment of long-lived assets of the Company under SFAS 121.

Other Assets

Other assets include financing costs of approximately $8,492 and $3,963
as of December 31, 1998 and 1997, respectively. Financing costs incurred to
raise debt and equity capital are deferred and amortized on a straight-line
basis over the expected term of such financings.

Income Taxes

Since Mediacom is a limited liability company and the Predecessor is a
limited partnership, they are not subject to federal or state income taxes, and
no provision for income taxes relating to their statements of operations have
been reflected in the accompanying financial statements. The members of
Mediacom and the limited partners of the Predecessor are required to report
their share of income or loss in their respective income tax returns.

Reclassifications

Certain reclassifications have been made to prior year's amounts to
conform to the current year's presentation.

(3) Acquisitions:

The Company has completed the undernoted acquisitions (the "Acquired
Systems") in 1998 and 1997. These acquisitions were accounted for using the
purchase method of accounting, and accordingly, the purchase price of these
Acquired Systems have been allocated to the assets acquired and liabilities
assumed at their estimated fair values at their respective date of acquisition.
The results of operations of the Acquired Systems have been included with those
of the Company since the dates of acquisition.

F-11
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

1998

On January 9, 1998, Mediacom California LLC ("Mediacom California"), a
subsidiary of Mediacom, acquired the assets of a cable television system
serving approximately 17,200 subscribers in Clearlake, California and
surrounding communities (the "Clearlake System") for a purchase price of
$21,400. The purchase price has been preliminarily allocated as follows: $8,560
to property, plant and equipment, and $12,840 to intangible assets. Such
allocations are subject to adjustments based upon the final appraisal
information received by the Company. The final allocations of the purchase
price are not expected to differ materially from the preliminary allocations.
Additionally, approximately $226 of direct acquisition costs has been allocated
to other assets. In the first quarter of 1998, the Company recorded acquisition
reserves related to this acquisition in the amount of approximately $370, which
are included in accrued expenses. The acquisition of the Clearlake System and
related closing costs and adjustments were financed with borrowings under the
Company's bank credit facilities. See Note 8.

On January 23, 1998, Mediacom Southeast LLC, ("Mediacom Southeast"), a
wholly-owned subsidiary of Mediacom, acquired the assets of cable television
systems serving approximately 260,100 subscribers in various regions of the
United States (the "Cablevision Systems") for a purchase price of $308,200. The
purchase price has been allocated based on independent appraisal as follows:
$205,500 to property, plant and equipment, and $102,700 to intangible assets.
Additionally, approximately $3,500 of direct acquisition costs has been
allocated to other assets. In the first quarter of 1998, the Company recorded
acquisition reserves related to this acquisition in the amount of $3,750, which
are included in accrued expenses. The acquisition of the Cablevision Systems
and related closing costs and adjustments were financed with equity
contributions, borrowings under the Company's bank credit facilities, and other
bank debt. See Notes 1 and 8.

On October 1, 1998, Mediacom Southeast acquired the assets of a cable
television system serving approximately 3,800 subscribers in Caruthersville,
Missouri (the "Caruthersville System") for a purchase price of $5,000. The
purchase price has been preliminarily allocated as follows: $2,000 to property,
plant and equipment, and $3,000 to intangible assets. Such allocations are
subject to adjustments based upon the final appraisal information received by
the Company. The final allocations of the purchase price are not expected to
differ materially from the preliminary allocations. The acquisition of the
Caruthersville System and related closing costs and adjustments were financed
with borrowings under the Company's bank credit facilities. See Note 8.

1997

On June 24, 1997, Mediacom Delaware LLC ("Mediacom Delaware"), a wholly-
owned subsidiary of Mediacom, acquired the assets of cable television systems
serving approximately 29,300 subscribers in lower Delaware and southwestern
Maryland (the "Lower Delaware System") for a purchase price of $42,600. The
purchase price has been allocated as follows: $21,300 to property, plant and
equipment, and $21,300 to intangible assets. Additionally, $409 of direct
acquisition costs has been allocated to other assets.

On September 19, 1997, Mediacom California acquired the assets of a cable
television system serving approximately 9,600 subscribers in Sun City,
California (the "Sun City System") for a purchase price of $11,500. The
purchase price has been allocated as follows: $7,150 to property, plant and
equipment, and $4,350 to intangible assets. Additionally, $52 of direct
acquisition costs has been allocated to other assets.

(4) Pro Forma Results:

Summarized below are the pro forma unaudited results of operations for
the years ended December 31, 1998 and 1997, assuming the purchase of the
Acquired Systems had been consummated as of January 1, 1997. Adjustments have
been made to: (i) depreciation and amortization reflecting the fair value of
the assets

F-12
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

acquired; and (ii) interest expense. The pro forma results may not be
indicative of the results that would have occurred if the combination had been
in effect on the dates indicated or which may be obtained in the future.

<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Revenue................................................ $136,148 $120,511
Operating loss......................................... (11,809) (15,352)
Net loss............................................... $(41,340) $(42,921)
</TABLE>

(5) Recent Accounting Pronouncements:

In 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 130, "Reporting Comprehensive
Income," Statement of Financial Accounting Standard No. 131, "Disclosure about
Segments of an Enterprise and Related Information" and Statement of Financial
Accounting Standard No. 132, "Employer's Disclosure about Pension and Other
Post Retirement Benefits" which are effective for the Company's fiscal 1998
financial statements. During the years ended December 31, 1998 and 1997 and the
period ended December 31, 1996, the Company had no items of comprehensive
income. Refer to Note 13 of the consolidated financial statements for
disclosure about segments and other related information. Additionally, the
Company does not have any defined benefit plans, therefore, additional
disclosures are not applicable to the notes of the financial statements.

In 1998, Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities," ("SFAS 133") and Statement
of Position 98-5, "Reporting on the Costs of Start up Activities" ("SOP 98-5")
were issued. SFAS 133 establishes accounting and reporting standards requiring
that every derivative instrument be recorded in the balance sheet as either an
asset or liability measured at its fair value. The Company will adopt SFAS 133
in fiscal 2001 but has not quantified the impact or not yet determined the
timing or method of the adoption. SOP 98-5 provides guidance on accounting for
the costs of start-up activities, which include preopening costs, preoperating
costs, organization costs, and start-up costs. The Company will adopt SOP 98-5
in fiscal 1999, but does not expect any impact on the financial statements.

(6) Property, Plant and Equipment:

As of December 31, 1998 and 1997, property, plant and equipment consisted
of:

<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Land and land improvements.............................. $ 341 $ 108
Buildings and leasehold improvements.................... 5,731 337
Cable systems, equipment and subscriber devices......... 300,051 49,071
Vehicles................................................ 5,051 1,135
Furniture, fixtures and office equipment................ 3,453 1,084
-------- -------
$314,627 $51,735
Accumulated depreciation................................ (45,423) (5,737)
-------- -------
$269,204 $45,998
======== =======
</TABLE>

F-13
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

(7) Intangible Assets:

The following table summarizes the net asset value for each intangible
asset category as of December 31, 1998 and 1997:

<TABLE>
<CAPTION>
Gross Asset Net Asset
1998 Value Amortization Value
---- ----------- ------------ ---------
<S> <C> <C> <C>
Franchising costs....................... $ 87,509 $ 7,983 $ 79,526
Goodwill................................ 8,400 1,313 7,087
Subscriber lists........................ 76,484 15,701 60,783
Covenants not to compete................ 4,842 1,310 3,532
-------- ------- --------
$177,235 $26,307 $150,928
======== ======= ========
<CAPTION>
Gross Asset Net Asset
1997 Value Amortization Value
---- ----------- ------------ ---------
<S> <C> <C> <C>
Franchising costs....................... $ 22,181 $ 1,732 $ 20,449
Goodwill................................ 6,848 333 6,515
Subscriber list......................... 18,573 1,085 17,488
Covenants not to compete................ 4,842 328 4,514
-------- ------- --------
$ 52,444 $ 3,478 $ 48,966
======== ======= ========
</TABLE>

(8) Debt:

As of December 31, 1998 and 1997, debt consisted of:

<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Mediacom:
8 1/2% Senior Notes(a)................................. $200,000 $ --
Subsidiaries:
Bank Credit Facilities(b).............................. 134,425 69,575
Seller Note(c)......................................... 3,480 3,193
-------- -------
$337,905 $72,768
======== =======
</TABLE>

(a) On April 1, 1998, Mediacom and Mediacom Capital jointly issued $200,000
aggregate principal amount of 8 1/2% Senior Notes due on April 15, 2008.
The 8 1/2% Senior Notes are unsecured obligations of the Company, and the
indenture for the 8 1/2% Senior Notes stipulates, among other things,
restrictions on incurrence of indebtedness, distributions, mergers and
asset sales and has cross-default provisions related to other debt of the
Company. Interest accrues at 8 1/2% per annum, beginning from the date of
issuance and is payable semi-annually on April 15 and October 15 of each
year, commencing on October 15, 1998. The 8 1/2% Senior Notes may be
redeemed at the option of Mediacom, in whole or part, at any time after
April 15, 2003, at redemption prices decreasing from 104.25% of their
principal amount to 100% in 2006, plus accrued and unpaid interest.

(b) On January 23, 1998, Mediacom Southeast entered into an eight and one-half
year, $225,000 reducing revolver and term loan agreement (the "Southeast
Credit Facility"). On June 24, 1997, Mediacom California, Mediacom Delaware
and Mediacom Arizona LLC, a wholly-owned subsidiary of Mediacom
(collectively, the "Western Group"), entered into an eight and one-half
year, $100,000 reducing revolver and term loan agreement (the "Western
Credit Facility" and, together with the Southeast Credit Facility, the
"Bank Credit Facilities"). At December 31, 1998, the aggregate commitments
under the Bank Credit Facilities were $324,400. The Bank Credit Facilities
are non-recourse to Mediacom and have no cross-default provisions relating
directly to each other. The reducing revolving credit lines under the Bank
Credit Facilities make available a maximum commitment amount for a period
of up to eight and one-half years,

F-14
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

which is subject to quarterly reductions, beginning September 30, 1998,
ranging from 0.21% to 12.42% of the original commitment amount of the
reducing revolver. The term loans under the Bank Credit Facilities are
repaid in consecutive installments beginning September 30, 1998, ranging
from 0.42% to 12.92% of the original term loan amount. The Bank Credit
Facilities require mandatory reductions of the reducing revolvers and
mandatory prepayments of the term loans from excess cash flow, as defined,
beginning December 31, 1999. The Bank Credit Facilities provide for interest
at varying rates based upon various borrowing options and the attainment of
certain financial ratios and for commitment fees of 3/8% to 1/2% per annum
on the unused portion of available credit under the reducing revolver credit
lines. The effective interest rates on outstanding debt under the Bank
Credit Facilities were 7.2% and 8.8% for the three months ending December
31, 1998 and December 31, 1997, respectively, after giving effect to the
interest rate swap agreements discussed below.

The applicable margins for the respective borrowing rate options have
the following ranges:

<TABLE>
<CAPTION>
Interest Rate Option Margin Rate
-------------------- ---------------
<S> <C>
Base Rate................................................. 0.250% to 1.625%
Eurodollar Rate........................................... 1.250% to 2.625%
</TABLE>

The Bank Credit Facilities require Mediacom's subsidiaries to maintain
compliance with certain financial covenants including, but not limited to,
the leverage ratio, the interest coverage ratio, the fixed charge coverage
ratio and the pro forma debt service coverage ratio, as defined in the
respective credit agreements. The Bank Credit Facilities also require
Mediacom's subsidiaries to maintain compliance with other covenants
including, but not limited to, limitations on mergers and acquisitions,
consolidations and sales of certain assets, liens, the incurrence of
additional indebtedness, certain restrictive payments, and certain
transactions with affiliates. The Company was in compliance with all
covenants as of December 31, 1998.

The Bank Credit Facilities are secured by Mediacom's pledge of all its
ownership interests in the subsidiaries and a first priority lien on all
the tangible and intangible assets of the operating subsidiaries, other
than real property in the case of the Southeast Credit Facility. The
indebtedness under the Bank Credit Facilities is guaranteed by Mediacom on
a limited recourse basis to the extent of its ownership interests in the
operating subsidiaries. At December 31, 1998, the Company had
approximately $189,900 of unused commitments under the Bank Credit
Facilities, all of which could have been borrowed by the operating
subsidiaries for purposes of distributing such borrowed proceeds to
Mediacom under the most restrictive covenants in the Company's bank credit
agreements.

As of December 31, 1998, the Company had entered into interest rate
exchange agreements (the "Swaps") with various banks pursuant to which the
interest rate on $60,000 is fixed at a weighted average swap rate of
approximately 6.2%, plus the average applicable margin over the Eurodollar
Rate option under the Bank Credit Facilities. Any amounts paid or received
due to swap arrangements are recorded as an adjustment to interest
expense. Under the terms of the Swaps, which expire from 1999 through
2002, the Company is exposed to credit loss in the event of nonperformance
by the other parties to the Swaps. However, the Company does not
anticipate nonperformance by the counterparties.

(c) In connection with the acquisition of the Kern Valley System, the Western
Group issued to the seller an unsecured senior subordinated note (the
"Seller Note") in the amount of $2,800, with a final maturity of June 28,
2006. Interest is deferred throughout the term of the note and is payable
at maturity or upon prepayment. For the five-year period ending June 28,
2001, the annual interest rate is 9.0%. After the initial five-year
period, the annual interest rate increases to 15.0%, with an interest
clawback for the first five years. After the initial seven-year period,
the interest rate increases to 18.0%, with an interest clawback for the
first seven years. The Company intends to prepay the Seller Note plus
accrued interest on or before June 28, 2001, subject to prior approval by
the parties to the Western Credit Facilities, which the Company

F-15
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

believes it will obtain. The Company expects to repay the Seller Note with
cash flow generated from operations and future borrowings. There are no
penalties associated with prepayment of this note.

The Seller Note agreement contains a debt incurrence covenant limiting the
ability of the Western Group to incur additional indebtedness. The Seller
Note is subordinated and junior in right of payment to all senior
obligations, as defined in the Western Credit Facility.

The stated maturities of all debt outstanding as of December 31, 1998,
are as follows:

<TABLE>
<S> <C>
1999.............................................................. $ 2,000
2000.............................................................. 2,300
2001.............................................................. 6,600
2002.............................................................. 9,500
2003.............................................................. 13,600
Thereafter........................................................ 303,905
--------
$337,905
========
</TABLE>

(9) Related Party Transactions:

Separate management agreements with each of Mediacom's subsidiaries
provide for Mediacom Management to be paid compensation for management services
performed for the Company. Under such agreements, Mediacom Management, which is
wholly-owned by the Manager, is entitled to receive annual management fees
calculated as follows: (i) 5.0% of the first $50,000 of annual gross operating
revenues of the Company; (ii) 4.5% of such revenues in excess thereof up to
$75,000; and (iii) 4.0% of such revenues in excess of $75,000. The Company
incurred management fees of approximately $5,797, $882, and $270 for the years
ended 1998 and 1997, and for the period ended December 31, 1996, respectively.

The operating agreement of Mediacom provides for Mediacom Management to
be paid a fee of 1.0% of the purchase price of acquisitions made by the Company
until the Company's pro forma consolidated annual operating revenues equal
$75,000 and 0.5% of such purchase price thereafter. The Company incurred
acquisition fees of approximately $3,327, $544, and $441 for the years ended
1998 and 1997, and for the period ended December 31, 1996, respectively. The
acquisition fees are included in other expenses in the statement of operations.

In addition, the operating agreements of the Company provide for the
reimbursement of reasonable out-of-pocket expenses of Mediacom Management
incurred in connection with the operation of the business of the Company and
acting for or on behalf of the Company in connection with any potential
acquisitions. The Company reimbursed Mediacom Management approximately $53,
$59, and $529 for the years ended 1998 and 1997, and for the period ended
December 31, 1996, respectively.

(10) Employee Benefit Plans:

Substantially all employees of the Company are eligible to participate in
a deferred arrangement pursuant to IRC Section 401(k) (the "Plan"). Under such
arrangement, eligible employees may contribute up to 15% of their current pre-
tax compensation to the Plan. The Plan permits, but does not require, matching
contributions and non-matching (profit sharing) contributions to be made by the
Company up to a maximum dollar amount or maximum percentage of participant
contributions, as determined annually by the Company. The Company presently
matches 50% on the first 6% of employee contributions. The Company's
contributions under the Plan totaled approximately $264, $14, and $10 for the
years ended 1998 and 1997, and for the period ended December 31, 1996,
respectively.

F-16
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

(11) Commitments and Contingencies:

Under various lease and rental agreements for offices, warehouses and
computer terminals, the Company had rental expense of approximately $588, $138,
and $22 for the years ended 1998 and 1997, and for the period ended December
31, 1996, respectively. Future minimum annual rental payments are as follows:

In addition, the Company rents utility poles in its operations generally
under short-term arrangements, but the Company expects these arrangements to
recur. Total rental expense for utility poles was approximately $1,709, $102,
and $24 for the years ended 1998 and 1997, and for the period ended December
31, 1996, respectively.

Legal Proceedings

Management is not aware of any legal proceedings currently that will have
a material adverse impact on the Company's financial statements.

Regulation in the Cable Television Industry

The cable television industry is subject to extensive regulation by
federal, local and, in some instances, state government agencies. The Cable
Television Consumer Protection and Competition Act of 1992 and the Cable
Communication Policy Act of 1984 (collectively, the "Cable Acts"), both of
which amended the Communications Act of 1934 (as amended, the "Communications
Act"), established a national policy to guide the development and regulation of
cable television systems. The Communications Act was recently amended by the
Telecommunications Act of 1996 (the "1996 Telecom Act"). Principal
responsibility for implementing the policies of the Cable Acts and the 1996
Telecom Act has been allocated between the FCC and state or local regulatory
authorities.

Federal Law and Regulation

The Cable Acts and the FCC's rules implementing such acts generally have
increased the administrative and operational expenses of cable television
systems and have resulted in additional regulatory oversight by the FCC and
local or state franchise authorities. The Cable Acts and the corresponding FCC
regulations have established, among other things: (i) rate regulations; (ii)
mandatory carriage and retransmission consent requirements that require a cable
television system under certain circumstances to carry a local broadcast
station or to obtain consent to carry a local or distant broadcast station;
(iii) rules for franchise renewals and transfers; and (iv) other requirements
covering a variety of operational areas such as equal employment opportunity,
technical standards and customer service requirements.

The 1996 Telecom Act deregulates rates for cable programming services
tiers ("CPST") on March 31, 1999 and, for certain small cable operators,
immediately eliminates rate regulation of CPST, and, in certain limited
circumstances, basic services. The FCC is currently developing permanent
regulations to implement the rate deregulation provisions of the 1996 Telecom
Act. The Company is currently unable to predict the ultimate effect of the
Cable Acts or the 1996 Telecom Act on its financial statements.

The FCC and Congress continue to be concerned that rates for regulated
programming services are rising at a rate exceeding inflation. It is therefore
possible that the FCC will further restrict the ability of cable television
operators to implement rate increases and/or Congress will enact legislation
which would, for example, delay or suspend the scheduled March 1999 termination
of CPST rate regulation.

F-17
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

State and Local Regulation

Cable television systems generally operate pursuant to non-exclusive
franchises, permits or licenses granted by a municipality or other state or
local governmental entity. The terms and conditions of franchises vary
materially from jurisdiction to jurisdiction. A number of states subject cable
television systems to the jurisdiction of centralized state government
agencies. To date, other than Delaware, no state in which the Company currently
operates has enacted state level regulation. The Company cannot predict whether
any of the states in which currently operates will engage in such regulation in
the future.

(12) Disclosures about Fair Value of Financial Instruments:

Debt

The fair value of the Company's debt is estimated based on the current
rates offered to the Company for debt of the same remaining maturities. The
fair value of the senior bank debt and the Seller Note approximates the
carrying value. The fair value at December 31, 1998 of the 8 1/2% Senior Notes
was approximately $204,500.

Interest Rate Exchange Agreements

The fair value of the Swaps is the estimated amount that the Company
would receive or pay to terminate the Swaps, taking into account current
interest rates and the current creditworthiness of the Swap counterparties. At
December 31, 1998, the Company would have paid approximately $1,464 to
terminate the Swaps, inclusive of accrued interest.

(13) FASB 131--Disclosure about Segments of an Enterprise and Related
Information:

During the fourth quarter of fiscal year 1998, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosure about
Segments of an Enterprise and Related Information". This statement requires the
Company to report segment financial information consistent with the
presentations made to the Company's management for decision-making purposes.
All revenues of the Company are derived solely from cable television operations
and related activities. When allocating capital and operational resources to
the cable television systems, the Company's management evaluates such factors
as the bandwidth capacity and other cable plant characteristics, the offered
programming services, and the rate structure. The decision making of the
Company's management is based primarily on the impact of such resource
allocations on the Company's consolidated system cash flow (defined as
operating income before management fee expense, and depreciation and
amortization). For the years ended 1998 and 1997, and for the period ended
December 31, 1996, the Company's consolidated system cash flow was
approximately $59,850, $9,390, and $2,960, respectively.

(14) Recent Events:

On February 26, 1999, Mediacom and Mediacom Capital, a New York
corporation wholly-owned by Mediacom, jointly issued $125,000 aggregate
principal amount of 7 7/8% Senior Notes due on February 15, 2011. The net
proceeds from this offering of approximately $121,900 were used to repay a
substantial portion of outstanding indebtedness under the Company's bank credit
facilities. Interest on the 7 7/8% Senior Notes will be payable semi-annually
on February 15 and August 15 of each year, commencing on August 15, 1999.

The Company is regularly presented with opportunities to acquire cable
television systems that are evaluated on the basis of the Company's acquisition
strategy. Although the Company presently does not have any definitive
agreements to acquire or sell any of its cable television systems, it is
negotiating with prospective sellers to acquire additional cable television
systems. If definitive agreements for all such potential acquisitions are
executed, and if such acquisitions are then consummated, the Company's customer
base would

F-18
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)

approximately double in size. These acquisitions are subject to the negotiation
and completion of definitive documentation, which will include customary
representations and warranties and will be subject to a number of closing
conditions. Financing for these potential transactions has not been determined;
however, if such acquisitions are consummated, the Company believes its total
indebtedness would substantially increase. No assurance can be given that such
definitive documents will be entered into or that, if entered into, the
acquisitions will be consummated.

(15) Subsequent events:

The Company has filed a registration statement with the Securities and
Exchange Commission with the intent of having an initial public offering of its
common stock. In connection therewith, the members of the limited liability
company will exchange their membership interests for shares in a C corporation
and will become subject to federal and state income taxes. As of December 31,
1998, had the Company been a C corporation, the Company would have recognized a
non-recurring non-cash benefit to earnings of approximately $900 to record a
net deferred tax asset.

Pro forma earnings per share is calculated in accordance with SFAS No.
128 "Earnings Per Share" and is presented on a pro forma basis as if the shares
issued to effect the exchange of membership interests of Mediacom LLC for
shares in a C corporation were outstanding for all periods presented. The pro
forma common shares outstanding reflect the 40,977,562 Class A shares and
29,022,438 Class B shares issued to effect the exchange of membership interests
of Mediacom LLC as if these shares were outstanding for the period January 1,
1998 through December 31, 1998. These shares are based upon the relative
ownership percentages of membership interests in Mediacom LLC immediately prior
to the completion of this offering and are based on an initial public offering
price of $17.50, the mid-point of the range set forth in the registration
statement. The calculation does not include the effect of any stock or stock
options that may be granted as part of the IPO. The Company has operating
losses for the periods presented and has not reflected any income tax benefit
as part of the pro forma loss.

At the time of the offering, the Company will terminate the management
services agreement with Mediacom Management and all employees of Mediacom
Management will become employees of the new C corporation.

F-19
<PAGE>

Schedule II

MEDIACOM LLC AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(All dollar amounts in 000's)

<TABLE>
<CAPTION>
Balance at Additions
beginning of charged to costs Balance at
period and expenses Deductions end of period
------------ ---------------- ---------- -------------
<S> <C> <C> <C> <C>
December 31, 1996
Allowance for doubtful
accounts
Current
receivables........ $ -- $ 91 $ 66 $ 25
Acquisition reserves
Accrued expenses.... $ -- $ -- $ -- $ --
December 31, 1997
Allowance for doubtful
accounts
Current
receivables........ $ 25 $ 45 $ 14 $ 56
Acquisition reserves
Accrued expenses.... $ -- $ -- $ -- $ --
December 31, 1998
Allowance for doubtful
accounts
Current
receivables........ $ 56 $1,694 $1,452 $ 298
Acquisition
reserves(1)
Accrued expenses.... $ -- $4,120 $ -- $4,120
</TABLE>
- -----------------------------
(/1/) Addition was charged to intangible assets

F-20
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(All dollar amounts in 000's)

<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS

Cash and cash equivalents.......................... $ 3,700 $ 2,212
Subscriber accounts receivable, net of allowance
for doubtful accounts of $408 in 1999 and $298 in
1998.............................................. 2,269 2,512
Prepaid expenses and other assets.................. 2,947 1,712
Investment in cable television systems:
Inventory........................................ 11,606 8,240
Property, plant and equipment, at cost........... 369,100 314,627
Less--accumulated depreciation................... (82,200) (45,423)
--------- --------
Property, plant and equipment, net............. 286,900 269,204
Intangible assets, net of accumulated
amortization of $45,103 in 1999 and $26,307 in
1998............................................ 134,768 150,928
--------- --------
Total investment in cable television systems... 433,274 428,372
Other assets, net of accumulated amortization of
$4,773 in 1999 and $3,854 in 1998................. 12,965 16,344
--------- --------
Total assets................................... $ 445,155 $451,152
========= ========

LIABILITIES AND MEMBERS' EQUITY

LIABILITIES
Debt............................................. $ 377,500 $337,905
Accounts payable................................. 1,662 2,678
Accrued expenses................................. 31,621 29,446
Subscriber advances.............................. 1,857 1,510
Management fees payable.......................... 1,881 962
--------- --------
Total liabilities.............................. 414,521 372,501
--------- --------

COMMITMENTS AND CONTINGENCIES...................... -- --

MEMBERS' EQUITY
Capital contributions............................ 124,990 124,990
Accumulated deficit.............................. (84,356) (46,339)
--------- --------
Total members' equity.......................... 40,634 78,651
--------- --------
Total liabilities and members' equity.......... $ 455,155 $451,152
========= ========
</TABLE>

See accompanying notes to consolidated financial statements

F-21
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(All dollar amounts in 000's)
(Unaudited)

<TABLE>
<CAPTION>
Three Months
Ended Nine Months Ended
September 30, September 30,
----------------- --------------------
1999 1998 1999 1998
-------- ------- ---------- --------
<S> <C> <C> <C> <C>
Revenues.............................. $ 39,052 $34,306 $ 113,230 $ 94,374
Costs and expenses:
Service costs....................... 12,396 11,411 36,571 32,873
Selling, general and administrative
expenses........................... 7,314 6,562 21,816 18,101
Management fee expense.............. 1,562 1,557 5,150 4,340
Depreciation and amortization....... 24,723 16,915 66,154 44,338
-------- ------- ---------- --------
Operating loss........................ (6,943) (2,139) (16,461) (5,278)
-------- ------- ---------- --------
Interest expense, net................. 7,185 6,048 20,577 17,786
Other expenses........................ 245 270 979 3,838
-------- ------- ---------- --------
Net loss.............................. $(14,373) $(8,457) $ (38,017) $(26,902)
======== ======= ========== ========
Pro forma net loss and loss per share:
Historical net loss before income
taxes.............................. $ (38,017)
Pro forma income tax effects
(note 6)........................... --
----------
Pro forma net loss.................... $ (38,017)
==========
Pro forma basic and diluted loss per
share................................ $ (0.54)
Pro forma common shares outstanding
(note 6)............................. 70,000,000
</TABLE>

See accompanying notes to consolidated financial statements

F-22
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All dollar amounts in 000's)
(Unaudited)

<TABLE>
<CAPTION>
Nine Months
Ended September 30,
--------------------
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................... $ (38,017) $ (26,902)
Adjustments to reconcile net loss to net cash flows
from operating activities:
Accretion of interest on seller note................. 225 205
Depreciation and amortization........................ 66,154 44,338
Decrease (increase) in subscriber accounts
receivable.......................................... 243 (1,389)
Increase in prepaid expenses and other assets........ (1,235) (1,603)
(Decrease) increase in accounts payable.............. (1,016) 4,003
Increase in accrued expenses......................... 2,175 28,695
Increase in subscriber advances...................... 347 40
Increase in management fees payable.................. 919 409
--------- ---------
Net cash flows from operating activities........... 29,795 47,796
--------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital expenditures................................... (60,245) (35,430)
Acquisitions of cable television systems............... -- (336,994)
Other, net............................................. (387) (28)
--------- ---------
Net cash flows used in investing activities........ (60,632) (372,452)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings......................................... 224,700 466,225
Repayment of debt...................................... (185,330) (221,800)
Capital contributions.................................. -- 94,000
Financing costs........................................ (7,045) (13,828)
--------- ---------
Net cash flows from financing activities........... 32,325 324,597
--------- ---------
Net increase (decrease) in cash and cash
equivalents....................................... 1,488 (59)
CASH AND CASH EQUIVALENTS, beginning of period........... 2,212 1,027
--------- ---------
CASH AND CASH EQUIVALENTS, end of period................. $ 3,700 $ 968
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest............... $ 16,438 $ 9,420
========= =========
</TABLE>

See accompanying notes to consolidated financial statements

F-23
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)
(Unaudited)

(1) Statement of Accounting Presentation and Other Information

Mediacom LLC ("Mediacom" and collectively with its subsidiaries, the
"Company"), a New York limited liability company, was formed in July 1995
principally to acquire and operate cable television systems. As of September
30, 1999, the Company had acquired and was operating cable television systems
in fourteen states, principally Alabama, California, Florida, Kentucky,
Missouri and North Carolina.

Mediacom Capital Corporation ("Mediacom Capital"), a New York corporation
wholly-owned by Mediacom, was organized in March 1998 for the sole purpose of
acting as co-issuer with Mediacom of $200,000 aggregate principal amount of 8
1/2% senior notes due 2008 (the "8 1/2% Senior Notes") and of $125,000
aggregate principal amount of 7 7/8% senior notes due 2011 (the "7 7/8% Senior
Notes" and collectively with the 8 1/2% Senior Notes, the "Senior Notes") (see
Note 3). Mediacom Capital has nominal assets and does not conduct operations of
its own. The Senior Notes are joint and several obligations of Mediacom and
Mediacom Capital, although Mediacom received all the net proceeds of the Senior
Notes.

The consolidated financial statements include the accounts of Mediacom
and its subsidiaries and have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted.

The consolidated financial statements as of September 30, 1999 and 1998
are unaudited; however, in the opinion of management, such statements include
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of the results for the periods presented. The accounting
policies followed during such interim periods reported are in conformity with
generally accepted accounting principles and are consistent with those applied
during annual periods. For additional disclosures, including a summary of the
Company's accounting policies, the interim financial statements should be read
in conjunction with the Company's Annual Report on Form 10-K, as amended (File
Nos. 333-57285-01 and 333-57285). The results of operations for the interim
periods are not necessarily indicative of the results that might be expected
for future interim periods or for the full year ending December 31, 1999.

(2) Acquisitions

The Company completed the undernoted acquisitions in 1998 (the "1998
Acquisitions"). These acquisitions were accounted for using the purchase method
of accounting and accordingly, the purchase price of these acquisitions has
been allocated to the assets acquired and liabilities assumed at their
estimated fair values at their respective date of acquisition. The results of
operations of the 1998 Acquisitions have been included with those of the
Company since the dates of acquisition.

On January 9, 1998, the Company acquired the assets of a cable television
system serving approximately 17,200 basic subscribers in Clearlake, California
and surrounding communities (the "Clearlake System") for a purchase price of
$21,400. The purchase price has been allocated based on an independent
appraisal as follows: approximately $5,973 to property, plant and equipment,
and approximately $15,427 to intangible assets. Additionally, approximately
$226 of direct acquisition costs has been allocated to other assets. In the
first quarter of 1998, the Company recorded acquisition reserves related to
this acquisition in the amount of approximately $370, which are included in
accrued expenses. The acquisition of the Clearlake System and related closing
costs and adjustments were financed with borrowings under the Company's bank
credit facilities (see Note 3).

F-24
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)
(Unaudited)

On January 23, 1998, the Company acquired the assets of cable television
systems serving approximately 260,100 basic subscribers in various regions of
the United States (the "Cablevision Systems") for a purchase price of
approximately $308,200. The purchase price has been allocated based on an
independent appraisal as follows: approximately $205,500 to property, plant and
equipment, and approximately $102,700 to intangible assets. Additionally,
approximately $3,500 of direct acquisition costs has been allocated to other
assets. In the first quarter of 1998, the Company recorded acquisition reserves
related to this acquisition in the amount of approximately $3,750, which are
included in accrued expenses. The acquisition of the Cablevision Systems and
related closing costs and adjustments were financed with equity contributions
and borrowings under the Company's bank credit facilities (see Note 3).

On October 1, 1998, the Company acquired the assets of a cable television
system serving approximately 3,800 basic subscribers in Caruthersville,
Missouri (the "Caruthersville System") for a purchase price of $5,000. The
purchase price has been allocated as follows: approximately $2,300 to property,
plant and equipment, and approximately $2,700 to intangible assets. The
acquisition of the Caruthersville System and related closing costs and
adjustments were financed with borrowings under the Company's bank credit
facilities (see Note 3).

(3) Debt

As of September 30, 1999 and December 31, 1998, debt consisted of:

<TABLE>
<CAPTION>
September 30, December 31,
1999 1999
------------- ------------
<S> <C> <C>
Mediacom:
8 1/2% Senior Notes(a)........................ $200,000 $200,000
7 7/8% Senior Notes(b)........................ 125,000 --
Subsidiaries:
Bank Credit Facilities(c)..................... 52,500 134,425
Seller Note(d)................................ -- 3,480
-------- --------
$377,500 $337,905
======== ========
</TABLE>

(a) On April 1, 1998, Mediacom and Mediacom Capital jointly issued
$200,000 aggregate principal amount of 8 1/2% Senior Notes due on
April 15, 2008. The 8 1/2% Senior Notes are unsecured obligations of
the Company, and the indenture for the 8 1/2% Senior Notes
stipulates, among other things, restrictions on incurrence of
indebtedness, distributions, mergers and asset sales and has cross-
default provisions related to other debt of the Company. Interest
accrues at 8 1/2% per annum, beginning from the date of issuance and
is payable semi-annually on April 15 and October 15 of each year.
The 8 1/2% Senior Notes may be redeemed at the option of Mediacom,
in whole or part, at any time after April 15, 2003, at redemption
prices decreasing from 104.25% of their principal amount to 100% in
2006, plus accrued and unpaid interest.

(b) On February 26, 1999, Mediacom and Mediacom Capital jointly issued
$125,000 aggregate principal amount of 7 7/8% Senior Notes due on
February 15, 2011. The 7 7/8% Senior Notes are unsecured obligations
of the Company, and the indenture for the 7 7/8% Senior Notes
stipulates, among other things, restrictions on incurrence of
indebtedness, distributions, mergers and asset sales and has cross-
default provisions related to other debt of the Company. Interest
accrues at 7 7/8% per annum, beginning from the date of issuance and
is payable semi-annually on

F-25
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)
(Unaudited)
February 15 and August 15 of each year, commencing on August 15, 1999.
The 7 7/8% Senior Notes may be redeemed at the option of Mediacom, in
whole or part, at any time after February 15, 2006, at redemption
prices decreasing from 103.938% of their principal amount to 100% in
2008, plus accrued and unpaid interest.

(c) On June 24, 1997, the Company entered into an eight and one-half
year $100,000 reducing revolver and term loan agreement (the
"Western Credit Agreement"). On January 23, 1998, the Company
entered into a separate eight and one-half year $225,000 reducing
revolver and term loan agreement (the "Southeast Credit Agreement"
and together with the Western Credit Agreement, the "Bank Credit
Agreements"). By separate amendments dated as of January 26, 1999 to
each of the Bank Credit Agreements, the term loans were converted
into additional revolving credit loans.

On September 30, 1999, the Company refinanced the Bank Credit
Agreements with $550,000 of credit facilities, consisting of a
$450,000 reducing revolving credit facility and a $100,000 term loan
(the "Mediacom USA Credit Agreement"). The revolving credit facility
expires March 31, 2008, subject to repayment on June 30, 2007 if
Mediacom does not refinance the 8 1/2% Senior Notes. The term loan
is due and payable on September 30, 2008, and is also subject to
repayment on September 30, 2007 if Mediacom does not refinance the 8
1/2% Senior Notes. The reducing revolving credit facility makes
available a maximum commitment amount for a period of up to eight
and one-half years, which is subject to quarterly reductions,
beginning September 30, 2002, ranging from 1.25% to 17.50% of the
original commitment amount of the reducing revolver. The Mediacom
USA Credit Agreement requires mandatory reductions of the reducing
revolver facility from excess cash flow, as defined, beginning
December 31, 2002. The Mediacom USA Credit Agreement provides for
interest at varying rates based upon various borrowing options and
the attainment of certain financial ratios, and for commitment fees
of 1/4% to 3/8% per annum on the unused portion of available credit
under the reducing revolver credit facility. The average interest
rate on outstanding bank debt was 6.7% and 6.9% for the three months
ended September 30, 1999 and December 31, 1998, respectively, before
giving effect to the interest rate swap agreements discussed below.

The Mediacom USA Credit Agreement requires the Company to maintain
compliance with certain financial covenants including, but not
limited to, the leverage ratio, the interest coverage ratio, and the
pro forma debt service coverage ratio, as defined therein. The
Mediacom USA Credit Agreement also requires the Company to maintain
compliance with other covenants including, but not limited to,
limitations on mergers and acquisitions, consolidations and sales of
certain assets, liens, the incurrence of additional indebtedness,
certain restrictive payments, and certain transactions with
affiliates. The Company was in compliance with all covenants of the
Mediacom USA Credit Agreement as of September 30, 1999.

The Mediacom USA Credit Agreement is secured by Mediacom's pledge of
all its ownership interests in its operating subsidiaries and is
guaranteed by Mediacom on a limited recourse basis to the extent of
such ownership interests. At September 30, 1999, the Company had
$497,500 of unused bank commitments under the Mediacom USA Credit
Agreement, of which approximately $384,500 could have been borrowed
by the operating subsidiaries for purposes of distributing such
borrowed proceeds to Mediacom under the most restrictive covenants.

F-26
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)
(Unaudited)

As of September 30, 1999, the Company had entered into interest rate
exchange agreements (the "Swaps") with various banks pursuant to
which the interest rate on $50,000 is fixed at a weighted average
swap rate of approximately 6.2%, plus the average applicable margin
over the Eurodollar Rate option under the Mediacom USA Credit
Agreement. Under the terms of the Swaps, which expire from 2000
through 2002, the Company is exposed to credit loss in the event of
nonperformance by the other parties to the Swaps. However, the
Company does not anticipate nonperformance by the counterparties.

(d) In connection with an acquisition completed in 1996, certain
subsidiaries of Mediacom issued to the seller an unsecured senior
subordinated note (the "Seller Note") in the amount of $2,800, with
a final maturity of June 28, 2006. Interest is deferred throughout
the term of the Seller Note and is payable at maturity or upon
prepayment. The Seller Note was prepaid in full on September 24,
1999 with no penalties associated with such prepayment.

The stated maturities of all debt outstanding as of September 30, 1999
are as follows:

<TABLE>
<S> <C>
2000................................ $ --
2001................................ --
2002................................ 500
2003................................ 1,000
2004................................ 1,000
Thereafter ......................... 375,000
--------
$377,500
========
</TABLE>

(4) Commitments and Contingencies

Pursuant to the Cable Television Consumer Protection and Competition Act
of 1992, the Federal Communications Commission (the "FCC") adopted
comprehensive regulations governing rates charged to subscribers for basic
cable and cable programming services. The FCC's authority to regulate the rates
charged for cable programming services expired on March 31, 1999. Basic cable
rates must be set using a benchmark formula. Alternatively, a cable operator
can attempt to establish higher rates through a cost-of-service showing. The
FCC has also adopted regulations that permit qualifying small cable operators
to justify their regulated rates using a simplified rate-setting methodology.
This methodology almost always results in rates which exceed those produced by
the cost-of-service rules applicable to larger cable television operators.
Approximately 70% of the basic subscribers served by the Company's cable
television systems are covered by such FCC rules. Once rates for basic cable
service have been established pursuant to one of these methodologies, the rate
level can subsequently be adjusted only to reflect changes in the number of
regulated channels, inflation, and increases in certain external costs, such as
franchise and other governmental fees, copyright and retransmission consent
fees, taxes, programming costs and franchise-related obligations. FCC
regulations also govern the rates which can be charged for the lease of
customer premises equipment and for installation services.

As a result of such legislation and FCC regulations, the Company's basic
cable service rates and its equipment and installation charges (the "Regulated
Services") are subject to the jurisdiction of local franchising authorities.
The Company believes that it has complied in all material respects with the
rate regulation provisions of the federal law. However, the Company's rates for
Regulated Services are subject to review by the appropriate franchise authority
if it is certified by the FCC to regulate basic cable service rates. If, as a
result of the review process, the Company cannot substantiate the rates charged
by its cable television systems for Regulated Services, the Company could be
required to reduce its rates for Regulated Services to

F-27
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)
(Unaudited)
the appropriate level and refund the excess portion of rates received for up to
one year prior to the implementation of any increase in rates for Regulated
Services.

The Company's agreements with franchise authorities require the payment
of fees of up to 5% of annual revenues. Such franchises are generally
nonexclusive and are granted by local governmental authorities for a specified
term of years, generally for periods of up to fifteen years.

On April 29, 1999, a bank issued two irrevocable letters of credit in the
aggregate amount of $30,000 in favor of the seller of the Triax systems
(defined below) to secure the Company's performance under the related
definitive agreement. On November 5, 1999, the Company completed the
acquisition of the Triax systems and accordingly such letters of credit were
cancelled.

(5) FASB 131--Disclosure about Segments of an Enterprise and Related
Information

As of December 31, 1998, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 131, "Disclosure about Segments of an
Enterprise and Related Information". This statement requires the Company to
report segment financial information consistent with the presentations made to
the Company's management for decision-making purposes. All revenues of the
Company are derived solely from cable television operations and related
activities. The decision making of the Company's management is based primarily
on the impact of capital and operational resource allocations on the Company's
consolidated system cash flow (defined as operating income (loss) before
management fee expense, and depreciation and amortization). The Company's
management evaluates such factors as the bandwidth capacity and other cable
plant characteristics, the offered programming services, and the customer
rates, when allocating capital and operational resources. The Company's
consolidated system cash flow for the three months ended September 30, 1999 and
1998 was approximately $19,300, and $16,300, respectively, and for the nine
months ended September 30, 1999 and 1998 was approximately $54,800 and $43,400
respectively.

(6) Recent Developments

Acquisitions and Financings

On October 15, 1999, the Company acquired the stock of Zylstra
Communications Corporation ("Zylstra") for a purchase price of approximately
$19,500, subject to certain adjustments. Zylstra owns and operates cable
television systems serving approximately 14,000 subscribers in Iowa, Minnesota
and South Dakota. The Zylstra acquisition was financed with borrowings under
the Mediacom USA Credit Agreement.

On November 5, 1999, the Company entered into credit facilities of
$550,000, consisting of a $450,000 reducing revolver credit facility expiring
on June 2008 and a $100,000 term loan due December 2008 (the "Mediacom Midwest
Credit Agreement"). The terms of the Mediacom Midwest Credit Agreement are
substantially similar to the terms of the Mediacom USA Credit Agreement.

On November 5, 1999, the Company acquired the assets of cable television
systems owned by Triax Midwest Associates, L.P. ("Triax") for a purchase price
of approximately $740,100, subject to certain adjustments. The Triax systems
serve approximately 344,000 subscribers primarily in Illinois, Indiana, and
Minnesota. This acquisition was financed with $10,500 of additional equity
contributions from the Company's members and borrowings under the Mediacom USA
Credit Agreement and Mediacom Midwest Credit Agreement.

F-28
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)
(Unaudited)

SoftNet Agreement

On November 4, 1999, the Company completed an agreement with SoftNet
Systems, Inc. ("SoftNet") a high-speed broadband Internet access and content
services company, to deploy SoftNet's high-speed Internet access services
throughout the Company's cable television systems. In addition to a revenue
sharing arrangement that has a term of ten years, the Company received 3.5
million shares of SoftNet's common stock, representing a fair value of
approximately $82,000 as of January 10, 2000, in exchange for SoftNet's long-
term rights to deliver high-speed Internet access services to the Company's
customers. Under the terms of this agreement, over a period of three years the
Company is required to upgrade its cable network to provide two-way
communications capability in cable systems passing 900,000 homes, including the
Triax and Zylstra systems, and make available such homes to SoftNet. Of the
issued shares, 90% are subject to forfeiture in the event the Company does not
perform subject to the schedule set forth in this agreement calling for the
delivery by the Company of two-way capable homes.

The Company received 628,271 shares and 2,871,729 shares of SoftNet on
November 4, 1999 and December 30, 1999, respectively. Ten percent of the 3.5
million shares (or 350,000 shares) are vested and nonforfeitable upon date of
receipt. The Company will amortize the value of these shares of $8,533 into
income over the term of the agreement. Furthermore, the Company is required by
this agreement to deliver a certain number of committed homes passed over the
initial three-year period as it upgrades its cable network to provide two-way
communications capability in the Company's cable systems. As it delivers these
committed homes passed, a certain number of the shares will become vested and
non forfeitable. The Company will also recognize the remaining 3,150,000 shares
as income over the term of this agreement.

Management Agreements

Each of the Company's operating subsidiaries is a party to a management
agreement with Mediacom Management Corporation ("Mediacom Management"). Under
these agreements, Mediacom Management provides management services to the
Company's operating subsidiaries and is paid annual management fees of 5.0% of
the first $50,000 of annual gross operating revenues, 4.5% of revenues in
excess of $50,000 up to $75,000 and 4.0% of revenues in excess of $75,000.
Mediacom Management utilized such fees to compensate its employees as well as
fund its corporate overhead. The management agreements were revised effective
November 19, 1999 in connection with an amendment to Mediacom's operating
agreement, to provide for management fees equal to 2.0% of annual gross
revenues. In addition, Mediacom Management has agreed to waive the management
fees accrued from July 1, 1999 through November 19, 1999.

The operating agreement of Mediacom provides that Mediacom Management is
paid an acquisition fee of 1.0% of the purchase price of acquisitions made by
Mediacom until its pro forma consolidated annual revenues equals $75,000, and
thereafter 0.5% of such purchase price. No such fees were paid during the nine
months ended September 30, 1999 since there were no acquisitions completed
during this period. Pursuant to the amendment to Mediacom's operating
agreement, no further acquisition fees will be payable.

During the fourth quarter of fiscal 1999, the Company will record a one-
time $12,500 non-recurring, non-cash charge associated with the amendments to
the management agreements of Mediacom Management for which additional
membership interests will be issued to an existing member of Mediacom upon
occurrence of a future valuation of Mediacom including an initial public
offering.

F-29
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)
(Unaudited)

Employment Arrangements

On November 19, 1999, a certain member granted a specified number of
membership units to certain members of management for past and future services.
These units will vest over five years and will be subject to forfeiture
penalties based on a three year period between the date the membership units
become vested and the date the employee leaves Mediacom. Forfeited units will
revert to the member that granted the units. Approximately 55% of membership
interests will be fully vested and non-forfeitable on the date of grant. During
the fourth quarter, Mediacom will record a one-time $13,483 non-recurring, non-
cash compensation charge relating to these vested and non-forfeitable
membership interests based on an initial public offering price of $17.50, the
mid-point of the range set forth in the registration statement as discussed
below. Mediacom will also record deferred compensation for $11,128 relating to
the nonvested and forfeitable membership interests and will record this
compensation in expense over a period of five to eight years.

Initial Public Offering

On November 12, 1999, a registration statement was filed with the
Securities and Exchange Commission for an initial public offering ("IPO") of
shares of Class A common stock. In connection therewith, Mediacom
Communications Corporation ("MCC"), a Delaware Corporation, was formed.
Immediately prior to the IPO, MCC will issue shares of common stock in exchange
for all the outstanding membership interests of Mediacom, which currently
serves as the holding company for the operating subsidiaries. As a result, MCC
will become the parent company of Mediacom, which will continue to serve as the
holding company of the subsidiaries.

Immediately prior to the IPO, additional membership interests will be
issued to all members of Mediacom in accordance with a formula set forth in
Mediacom's amended operating agreement which is based upon a valuation of
Mediacom established at the time of the IPO. Effective upon completion of the
IPO, a provision in the amended operating agreement providing for a special
allocation of membership interests to certain members based upon valuations of
Mediacom performed from time to time shall be removed. In connection with the
amendment and removal of a portion of the special allocation provisions of the
operating agreement and the amendments to Mediacom's management agreements with
Mediacom Management effective November 19, 1999, certain members will be issued
new membership interests representing 16.5% of the equity in Mediacom in
accordance with a formula based upon the valuation established immediately
prior to the IPO. These newly issued membership interests will be exchanged for
shares of MCC's common stock in the IPO.

In addition, certain members of management will receive options to
purchase 7.2 million shares of common stock in exchange for the removal of the
balance of the provision providing for a special allocation of membership
interests. These options are for a term of five years and are exercisable,
commencing six months after the completion of the IPO, at a price equal to the
initial public offering price. With the exception of options to purchase
approximately 6.9 million shares of Class B common stock to be held by a
certain member of management, such options will be subject to forfeiture
penalties based on a three year period between the date the options become
vested and the date the employee leaves Mediacom.

The management agreements between Mediacom Management and each of the
operating subsidiaries will be terminated upon completion of the IPO, and
Mediacom Management's employees will become MCC's employees and its corporate
overhead will become MCC's corporate overhead. These expenses will be reflected
as a corporate expense in the consolidated statement of operations.

F-30
<PAGE>

MEDIACOM LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in 000's)
(Unaudited)

As of December 20, 1999, the Board of Directors of MCC adopted a stock
option plan for officers and key employees. Upon completion of the IPO, options
for an aggregate of 2.8 million shares of Class A and Class B common stock will
have been granted to employees at an exercise price equal to the initial public
offering price. Such options will vest in equal annual installments over five
years. Vesting is contingent on continuous employment. Options that do not vest
will be forfeited.

MCC has entered into an agreement with Mediacom Management to purchase
all of its assets upon the completion of this offering. MCC will pay Mediacom
Management approximately $700 for the furniture, computers and other office
equipment that Mediacom Management purchased to conduct its operations. The
purchase price to be paid to Mediacom Management for such assets will
approximate their carrying value.

The Company is currently a limited liability company and its members are
required to report their share of income or loss in their respective income tax
returns. After the completion of the IPO and the exchange of membership
interests in Mediacom for shares of MCC's common stock, the results of MCC will
be included in MCC's corporate tax returns. MCC will also record a one-time non
recurring charge to earnings to record a net deferred tax liability. If the
Company had been a C corporation as of September 30, 1999, this charge would
have been $1,937.

F-31
<PAGE>

Independent Auditors' Report

The Board of Directors
U.S. Cable Television Group, L.P.

We have audited the accompanying consolidated balance sheets of U.S.
Cable Television Group, L.P. and subsidiaries (a wholly-owned subsidiary of
Cablevision Systems Corporation) as of December 31, 1997 and 1996, and the
related consolidated statements of operations and partners' capital
(deficiency) and cash flows for the year ended December 31, 1997, and for the
periods from January 1, 1996 to August 12, 1996, and August 13, 1996 to
December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of U.S. Cable
Television Group, L.P. and subsidiaries as of December 31, 1997 and 1996, and
the results of their operations and their cash flows for the year ended
December 31, 1997, and the periods from January 1, 1996 to August 12, 1996, and
August 13, 1996 to December 31, 1996, in conformity with generally accepted
accounting principles.

As discussed in note 1 to the consolidated financial statements,
effective August 13, 1996, U.S. Cable Television Group L.P. redeemed certain
limited and general partnership interests in a business combination accounted
for as a purchase. As a result of the redemption, the consolidated financial
information for the period after the redemption is presented on a different
cost basis than that for the period before the redemption and therefore, is not
comparable.

KPMG LLP

Jericho, New York
March 20, 1998

F-32
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
(Dollars in thousands)

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
ASSETS

Cash and cash equivalents................................... $ 281 $ 49
Accounts receivable-subscribers (less allowance for doubtful
accounts of $218 and $122)................................. 1,082 995
Other receivables........................................... 502 383
Prepaid expenses and other assets........................... 632 477
Property, plant and equipment, net.......................... 84,363 93,543
Excess costs over fair value of net assets acquired (less
accumulated amortization of $29,158 and $7,952)............ 119,363 140,487
Deferred financing costs (less accumulated amortization of
$1,062 and $292)........................................... 1,771 1,997
-------- --------
$207,994 $237,931
======== ========

LIABILITIES AND PARTNER'S CAPITAL

Accounts payable............................................ $ 11,605 $ 10,246
Accrued expenses:
Franchise fees............................................ 1,087 1,089
Payroll and related benefits.............................. 4,463 4,728
Interest.................................................. 879 947
Other..................................................... 7,174 3,688
Accounts payable-affiliates................................. 1,367 500
Bank debt................................................... 154,960 159,460
-------- --------
Total liabilities....................................... 181,535 180,658
Partners' capital........................................... 26,459 57,273
-------- --------
$207,994 $237,931
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-33
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND
PARTNERS' CAPITAL (DEFICIENCY)
(Dollars in thousands)

<TABLE>
<CAPTION>
Period from Period from
Year ended August 13, 1996 to January 1, 1996 to
December 31, 1997 December 31, 1996 August 12, 1996
----------------- -------------------- ------------------
<S> <C> <C> <C>
Revenues................ $ 89,016 $ 32,144 $ 49,685
Operating expenses:
Technical expenses.... 38,513 15,111 23,467
Selling, general and
administrative
expenses............. 22,099 6,677 11,021
Depreciation and
amortization......... 46,116 17,842 21,034
-------- -------- ---------
Operating loss...... (17,712) (7,486) (5,837)
Other (expense) income:
Interest expense...... (12,727) (5,136) (10,922)
Interest income....... 25 14 33
Other, net............ (400) (119) (69)
-------- -------- ---------
Net loss................ (30,814) (12,727) (16,795)
Partners' capital (defi-
ciency):
Beginning of period... 57,273 -- (92,795)
Capital contribution.. -- 70,000 --
-------- -------- ---------
End of period......... $ 26,459 $ 57,273 $(109,590)
======== ======== =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-34
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

<TABLE>
<CAPTION>
Period from Period from
Year ended August 13, 1996 to January 1, 1996 to
December 31, 1997 December 31, 1996 August 12, 1996
----------------- ------------------ ------------------
<S> <C> <C> <C>
Cash flows from
operating activities
Net loss.............. $(30,814) $ (12,727) $(16,795)
Adjustments to
reconcile net loss to
net cash provided by
operating activities:
Depreciation and
amortization....... 46,116 17,842 21,034
Amortization of
deferred financing
costs.............. 770 292 477
(Gain) loss on
disposal of
equipment.......... (116) 43 39
Changes in assets and
liabilities, net of
effects of
acquisition:
Accounts receivable,
net................ (87) 634 (625)
Other receivables... (119) 94 (129)
Prepaid expenses and
other assets....... (155) 131 (204)
Accounts payable and
accrued expenses... 4,510 265 (2,318)
Accounts payable to
affiliates......... 867 (576) 1,029
-------- --------- --------
Net cash provided by
operating activities... 20,972 5,998 2,508
-------- --------- --------
Cash flows from
investing activities:
Capital expenditures.. (15,769) (5,317) (11,995)
Proceeds from sale of
equipment............ 155 53 48
-------- --------- --------
Net cash used in
investing
activities........... (15,614) (5,264) (11,947)
-------- --------- --------
Cash flows from
financing activities:
Advance from V Cable.. -- -- 70,000
Cash paid for
redemption of
partners' interests.. -- (4,010) --
Additions to excess
costs................ (82) (98) --
Additions to deferred
financing costs...... (544) (2,289)
Proceeds from bank
debt................. 10,300 159,810 --
Repayment of bank
debt................. (14,800) (350) --
Repayment of senior
debt................. -- (153,538) (60,807)
-------- --------- --------
Net cash (used in)
provided by financing
activities........... (5,126) (475) 9,193
-------- --------- --------
Net increase (decrease)
in cash and cash
equivalents............ 232 259 (246)
Cash and cash
equivalents at
beginning of period.... 49 (210) 36
-------- --------- --------
Cash and cash
equivalents at end of
period................. $ 281 $ 49 $ (210)
======== ========= ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-35
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)

(1) The Company

U.S. Cable Television Group, L.P. (the "Company") was formed for the
purpose of acquiring, owning and operating cable television systems, which are
generally operated pursuant to non-exclusive franchises awarded by states or
local government authorities for specified periods of time. The Company
currently operates cable television systems serving portions of the
southeastern and midwestern United States. The Company's revenues are derived
principally from the provision of cable television services, which include
recurring monthly fees paid by subscribers.

Prior to the Redemption discussed in the next paragraph, the partnership
consisted of V Cable, Inc. ("V Cable"), a wholly-owned subsidiary of
Cablevision Systems Corporation ("CSC"), with an indirect 1% general
partnership interest and a 19% limited partnership interest, General Electric
Capital Corporation ("GECC"), with a 72% limited partnership interest and
various individuals and entities owning the remaining 8% partnership interest,
as general and/or limited partners (the "Predecessor Company"). Profits and
losses were allocated in accordance with the Amended and Restated Agreement of
Limited Partnership.

On March 18, 1996, V Cable advanced $70 million to the Company which was
considered a capital contribution coincident with the Redemption. On August 13,
1996, the Company redeemed the partnership interests not already owned by V
Cable ("the Redemption") for a payment of approximately $4 million to the
holders of 8% of the partnership interests and the repayment of the balance of
the debt owed to General Electric Capital Corporation ("GECC") of approximately
$154 million. The payment of $4 million and repayment of the GECC debt was
financed under a new $175 million credit facility (Note 4). As a result of the
Redemption, which was accounted for as a purchase, the consolidated financial
information for the periods after the Redemption is presented on a different
cost basis than that for the period before the Redemption and, therefore, is
not comparable due to the change in ownership.

Subsequent to the Redemption, V Cable, through wholly-owned subsidiaries,
holds an indirect 1% general partnership interest and a direct 99% limited
partnership interest (the "Successor Company"). The partnership will terminate
December 1, 2030, unless earlier termination occurs as provided in the Amended
and Restated Agreement of Limited Partnership.

As a result of the capital contribution of $70,000 (discussed above), the
$4,010 Redemption price and $98 of miscellaneous transaction costs, the
Successor Company effectively paid $74,108 to acquire net liabilities of
$74,331, which resulted in excess costs over fair value of $148,439, as
follows:

<TABLE>
<S> <C>
Purchase price and transaction costs............................ $ 74,108
---------
Net liabilities acquired:
Cash, receivables and prepaids................................ 2,504
Property, plant and equipment................................. 98,212
Accounts payables and accrued expenses........................ (20,433)
Accounts payable-affiliate.................................... (1,076)
Senior debt................................................... (153,538)
---------
(74,331)
---------
Excess costs over fair value of net liabilities acquired...... $ 148,439
=========
</TABLE>

F-36
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands)

For purposes of the consolidated financial statements for the year ended
December 31, 1997, and for the period from August 13, 1996 to December 31,
1996, this excess cost is being amortized over a 7 year period.

On August 29, 1997, the Company and CSC entered into an agreement with
Mediacom LLC ("Mediacom") to sell to Mediacom substantially all of the assets
and cable systems owned by the Company. The transaction was consummated on
January 23, 1998, for a sales price of approximately $311 million (the
"Mediacom Sale").

(2) Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions
and balances have been eliminated in consolidation.

Revenue Recognition

The Company recognizes revenues as cable television services are provided
to subscribers.

Long-Lived Assets

Property, plant and equipment, including construction materials, are
recorded at cost, which includes all direct costs and certain indirect costs
associated with the construction of cable television transmission and
distribution systems and the costs of new subscriber installations. Property,
plant and equipment are being depreciated over their estimated useful lives
using the straight-line method. Leasehold improvements are amortized over the
shorter of their useful lives or the terms of the related leases.

With respect to the Predecessor Company, franchise costs were amortized
on the straight-line basis over the average term of the franchises
(approximately 4-12 years) and excess costs over fair value of net assets
acquired were amortized over a 15 year period on the straight-line basis. As
mentioned in note 1, the Successor Company is amortizing excess costs over fair
value of net assets acquired over 7 years.

The Company implemented the provisions of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of," effective January 1, 1996.
The Company reviews its long-lived assets (property, plant and equipment, and
related intangible assets that arose from business combinations accounted for
under the purchase method) for impairment whenever events or circumstances
indicate that the carrying amount of an asset may not be recoverable. If the
sum of the expected cash flows, undiscounted and without interest, is less than
the carrying amount of the asset, an impairment loss is recognized as the
amount by which the carrying amount of the asset exceeds its fair value. The
adoption of Statement No. 121 had no impact on the Company's financial position
or results of operations.

Deferred Financing Costs

Costs incurred to obtain debt are deferred and amortized on the straight-
line basis over the term of the related debt.

F-37
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands)

Income Taxes

The Company operates as a limited partnership; accordingly, its taxable
income or loss is includable in the tax returns of the partners, and therefore,
no provision for income taxes has been made on the books of the Company. ECC
Holding Corporation ("ECC"), one of the Company's subsidiaries, is a corporate
entity and as such is subject to federal and state income taxes. Income tax
amounts in these consolidated financial statements pertain to ECC.

ECC accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes", which
requires the liability method of accounting for deferred income taxes and
permits the recognition of deferred tax assets, subject to an ongoing
assessment of realizability.

Cash Flows

For purposes of the statement of cash flows, the Company considers short-
term investments with a maturity at date of purchase of three months or less to
be cash equivalents. The Company paid cash interest of approximately $12,026
for the year ended December 31, 1997, $13,610 for the period from January 1,
1996 to August 12, 1996, and $4,189 for the period from August 13, 1996 to
December 31, 1996, respectively.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

F-38
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands)

(3) Property, Plant and Equipment

Property, plant and equipment and estimated useful lives at December 31,
1997 and 1996, are as follows:

<TABLE>
<CAPTION>
Estimated
1997 1996 Useful lives
-------- -------- -------------
<S> <C> <C> <C>
Cable television transmission and
distribution systems:
Customer equipment......................... $ 5,175 $ 6,810 5 years
Headends................................... 7,539 6,338 9 years
Infrastructure............................. 94,920 81,502 10 years
Program, service and test equipment........ 2,824 2,141 4-7 years
Microwave equipment........................ 95 78 4-7 years
Construction in progress (including
materials and supplies)................... 699 521
-------- --------
111,252 97,390
Furniture and fixtures....................... 722 591 5 years
Transportation............................... 3,782 2,886 4 years
Land and land improvements................... 863 1,074 30 years
Leasehold improvements....................... 1,612 1,305 Term of Lease
-------- --------
118,231 103,246
Less accumulated depreciation................ (33,868) (9,703)
-------- --------
$ 84,363 $ 93,543
======== ========
</TABLE>

(4) Debt

Bank Debt

In August 1996, the Successor Company repaid the balance of the debt owed
to GECC of approximately $154,000. The repayment of the GECC debt was financed
under a new $175,000 credit facility. The credit facility is with a group of
banks led by the Bank of New York, as agent, and consists of a three year
$175,000 revolving credit facility maturing on August 13, 1999. The revolving
credit facility is payable in full upon maturity. As of December 31, 1997 and
1996, the Company had outstanding borrowings under its revolving credit
facility of $154,960 and $159,460, inclusive of overdraft amounts of $1,900 and
$0, respectively, leaving unrestricted and undrawn funds available amounting to
$21,940 and $15,540. Amounts outstanding under the facility bear interest at
varying rates based upon the bank's LIBOR rate, as defined in the loan
agreement. The weighted average interest rate was 7.1% and 7.6% on December 31,
1997 and 1996, respectively. The Company is also obligated to pay fees of .375%
per annum on the unused loan commitment. Substantially all of the general and
limited partnership interests in the Company have been pledged in support of
the borrowings under the credit agreement. The credit facility contains various
restrictive covenants, with which the Company was in compliance at December 31,
1997.

In January 1998, all amounts outstanding under the bank debt were repaid
from the proceeds from the Mediacom Sale.

F-39
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands)

Junior Subordinated Note

In August 1996, the Predecessor Company's Junior Term Loan and related
accrued interest was forgiven by GECC in the amount of $35,560.

(5) Income Taxes

ECC has a net operating loss carryforward for federal income tax purposes
of approximately $65,500 expiring in varying amounts through 2012.

The tax effects of temporary differences which give rise to significant
deferred tax assets or liabilities and the corresponding valuation allowance at
December 31, 1997 and 1996, are as follows:

<TABLE>
<CAPTION>
Deferred Assets 1997 1996
--------------- ------- -------
<S> <C> <C>
Depreciation and amortization............................ $ 7,132 $ 7,132
Allowance for doubtful accounts.......................... 51 51
Benefits of tax loss carry forward....................... 27,510 26,166
------- -------
Net deferred tax assets.................................. 34,693 33,349
Valuation allowance...................................... (34,693) (33,349)
------- -------
-- --
======= =======
</TABLE>

ECC has provided a valuation allowance for the total amount of the net
deferred tax assets since realization of these assets is not assured.

(6) Operating Leases

The Company leases certain office and transmission facilities under terms
of operating leases expiring at various dates through 2008. The leases
generally provide for fixed annual rental payments plus real estate taxes and
certain other costs. Rent expense for the year ended December 31, 1997, and the
periods from January 1, 1996 to August 12, 1996, and from August 13, 1996 to
December 31, 1996, amounted to approximately $778, $505, and $303,
respectively.

The Company rents space on utility poles for its operations. Pole rental
expense for the year ended December 31, 1997, and for the periods from January
1, 1996 to August 12, 1996, and from August 13, 1996 to December 31, 1996,
amounted to approximately $1,440, $912, and $547, respectively.

In connection with the Mediacom sale, the Company was relieved of all of
its future obligations under its operating leases.

(7) Related Party Transactions

CSC has interests in several entities engaged in providing cable
television programming and other services to the cable television industry.
During the year ended December 31, 1997 and for the periods from January 1,
1996 to August 12, 1996, and from August 13, 1996 to December 31, 1996, the
Company was charged approximately $742, $510 and $268, respectively, by these
entities for such services. At December 31, 1997 and 1996, the Company owed
approximately $65 and $60, respectively, to these companies for such
programming services which is included in accounts payable-affiliates in the
accompanying consolidated balance sheet.

F-40
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands)

CSC provides the Company with general and administrative services. For
the year ended December 31, 1997 and for the periods from January 1, 1996 to
August 12, 1996, and from August 13, 1996 to December 31, 1996, these charges
totaled approximately $3,059, $2,274 and $1,712, respectively. Amounts owed to
CSC at December 31, 1997 and 1996, for such expenses were approximately $1,109
and $408, respectively, and is included in accounts payable-affiliates in the
accompanying consolidated balance sheet.

(8) Benefit Plan

During 1989, the Company adopted a 401 (k) savings plan (the "Plan").
Employee participation is voluntary. Under the provisions of the Plan,
employees may defer up to 15% of their annual compensation (as defined). The
Company currently contributes 50% of the contributions made by participating
employees subject to a limit of 6% of the employee's compensation. The Company
may make additional contributions at its discretion. For the year ended
December 31, 1997, and for the periods from January 1, 1996 to August 12,
1996, and from August 13, 1996 to December 31, 1996, expense relating to this
Plan amounted to $165, $189 and $138, respectively.

The Company does not provide postretirement benefits for any of its
employees.

(9) Disclosures About The Fair Value Of Financial Instruments

Cash and Cash Equivalents, Accounts Receivable-Subscribers, Other
Receivables, Accounts Payable, Accrued Expenses, and Accounts Payable-
Affiliates

Carrying amounts approximate fair value due to the short maturity of
these instruments.

Bank Debt

The carrying amounts of the Company's long term debt instruments
approximate fair value as the underlying variable interest rates are adjusted
for market rate fluctuations.

F-41
<PAGE>

Independent Auditor's Report

The Board of Directors
U.S. Cable Television Group, L.P.

We have audited the accompanying consolidated balance sheets of U.S.
Cable Television Group, L.P. and subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of operations and partners' capital
(deficiency) and cash flows for the periods from January 1, 1996 to August 12,
1996 and August 13, 1996 to December 31, 1996, and for each of the years in the
two year period ended December 31, 1995. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of U.S. Cable
Television Group, L.P. and subsidiaries as of December 31, 1996 and 1995, and
the results of their operations and their cash flows for the periods from
January 1, 1996 to August 12, 1996 and August 13, 1996 to December 31, 1996,
and for each of the years in the two year period ended December 31, 1995 in
conformity with generally accepted accounting principles.

KPMG LLP

Jericho, New York
April 1, 1997, except as to Note 11,
which is as of January 23, 1998

F-42
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995
(Dollars in thousands)

<TABLE>
<CAPTION>
1996 1995
-------- --------

<S> <C> <C>
ASSETS
------

Cash and cash equivalents.................................. $ 49 $ 36
Accounts receivable--subscribers (less allowance for
doubtful accounts of $122 and $202)....................... 995 1,004
Other receivables.......................................... 383 348
Accounts receivable from affiliates........................ -- 75
Prepaid expenses and other assets.......................... 477 404
Property, plant and equipment, net......................... 93,543 101,439
Deferred franchise costs (less accumulated amortization of
$92,787).................................................. -- 13,738
Excess cost over fair value of net assets acquired (less
accumulated amortization of $7,952 and $22,272)........... 140,487 61,197
Deferred financing and other costs (less accumulated
amortization of $292 and $4,452).......................... 1,997 1,620
-------- --------
$237,931 $179,861
======== ========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
----------------------------------------------

Accounts payable........................................... $ 10,246 $ 4,170
Accrued expenses:
Franchise fees........................................... 1,089 995
Payroll and related benefits............................. 4,728 3,796
Programming costs........................................ -- 7,216
Interest................................................. 947 --
Other.................................................... 3,688 7,442
Accounts payable to affiliates............................. 500 --
Bank debt.................................................. 159,460 --
Senior debt................................................ -- 214,392
Junior subordinated note................................... -- 34,645
-------- --------
Total liabilities...................................... 180,658 272,656
Partners' capital (deficiency)............................. 57,273 (92,795)
-------- --------
$237,931 $179,861
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-43
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND
PARTNERS' CAPITAL (DEFICIENCY)
(see note 1)
(Dollars in thousands)

<TABLE>
<CAPTION>
Period from Period from
August 13, January 1, Year Ended
1996 to 1996 to December 31,
December 31, August 12, ------------------
1996 1996 1995 1994
------------ ----------- -------- --------
<S> <C> <C> <C> <C>
Revenue........................... $ 32,144 $ 49,685 $ 76,568 $ 71,960
-------- --------- -------- --------
Operating expenses:
Technical expenses.............. 15,111 23,467 34,895 29,674
Selling, general and
administrative expenses........ 6,677 11,021 19,875 20,776
Depreciation and amortization... 17,842 21,034 36,329 41,861
-------- --------- -------- --------
Operating loss.................. (7,486) (5,837) (14,531) (20,351)
Other (expense) income:
Interest expense................ (5,136) (10,922) (26,157) (24,195)
Interest income................. 14 33 70 236
Other, net...................... (119) (69) (241) (1,280)
-------- --------- -------- --------
Net loss.......................... (12,727) (16,795) (40,859) (45,590)
Partners' capital (deficiency):
Beginning of period............. -- (92,795) (51,936) (6,346)
Capital contribution............ 70,000 -- -- --
-------- --------- -------- --------
End of year....................... $ 57,273 $(109,590) $(92,795) $(51,936)
======== ========= ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-44
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(see note 1)
(Dollars in thousands)

<TABLE>
<CAPTION>
Period from Period from
August 13, January 1, Year Ended
1996 to 1996 to December 31,
December 31, August 12, ------------------
1996 1996 1995 1994
------------ ----------- -------- --------
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net loss........................ $ (12,727) $(16,795) $(40,859) $(45,590)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and
amortization................. 17,842 21,034 36,329 41,861
Amortization of deferred
financing costs.............. 292 477 746 752
Loss on disposal of
equipment.................... 43 39 104 192
Interest on senior
subordinated debentures...... -- -- 10,022 9,038
Interest on junior
subordinated debentures...... -- -- 3,970 3,516
Changes in assets and
liabilities, net of effects of
acquisition:
Accounts receivables, net..... 634 (625) (546) (47)
Other receivables............. 94 (129) (225) (54)
Prepaid expenses and other
assets....................... 131 (204) (3) 80
Accounts payable and accrued
expenses..................... 265 (2,318) 3,193 2,995
Accounts payable to
affiliates................... (576) 1,029 (744) 575
--------- -------- -------- --------
Net cash provided by operating
activities....................... 5,998 2,508 11,987 13,318
--------- -------- -------- --------
Cash flows used in investing
activities:
Capital expenditures............ (5,317) (11,995) (20,502) (21,359)
Proceeds from sale of
equipment...................... 53 48 430 --
--------- -------- -------- --------
Net cash used in investing
activities..................... (5,264) (11,947) (20,072) (21,359)
--------- -------- -------- --------
Cash flows from financing
activities:
Advance from V Cable............ -- 70,000 -- --
Cash paid for redemption of
partners' interests............ (4,010) -- -- --
Additions to excess costs....... (98) -- -- --
Additions to deferred financing
costs.......................... (2,289) -- -- --
Proceeds from bank debt......... 159,810 -- 8,000 --
Repayment of bank debt.......... (350) -- -- --
Repayment of senior debt........ (153,538) (60,807) -- --
Repayment of note payable....... -- -- -- (35)
--------- -------- -------- --------
Net cash used in financing
activities..................... (475) 9,193 8,000 (35)
Net increase in cash and cash
equivalents...................... 259 (246) (85) (8,076)
Cash and cash equivalents at
beginning of period.............. (210) 36 121 8,197
--------- -------- -------- --------
Cash and cash equivalents at end
of period........................ $ 49 $ (210) $ 36 $ 121
========= ======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-45
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)

(1) The Company

U.S. Cable Television Group, L.P. (the "Company") was formed for the
purpose of acquiring, owning and operating cable television systems, which are
generally operated pursuant to non-exclusive franchises awarded by states or
local government authorities for specified periods of time. The Company
currently operates cable television systems serving portions of the
southeastern and Midwestern United States. The Company's revenues are derived
principally from the provision of cable television services, which include
recurring monthly fees paid by subscribers.

<TABLE>
<S> <C>
Purchase price and transaction costs............................ $ 74,108
---------
Net liabilities acquired:
Cash, receivables and prepaids................................ 2,504
Property, plant and equipment................................. 98,212
Accounts payables and accrued expenses........................ (20,433)
Accounts payable--affiliate................................... (1,076)
Senior debt................................................... (153,538)
---------
(74,331)
---------
Excess costs over fair value of net liabilities acquired........ $ 148,439
=========
</TABLE>

For purposes of the consolidated financial statements for the period from
August 13, 1996 to December 31, 1996, this excess cost amount is being
amortized over a 7 year period.

F-46
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands)

(2) Significant Accounting Policies

Principles of Consolidation

Revenue Recognition

The Company recognizes revenues as cable television services are provided
to subscribers.

Long-Lived Assets

Deferred Financing and Other Costs

Costs incurred to obtain debt are deferred and amortized on the straight-
line basis over the term of the related debt. Other costs consist of
organization costs in 1995 which were amortized over a five year period on the
straight line basis.

Income Taxes

The Company operates as a limited partnership; accordingly, its taxable
income or loss is includable in the tax returns of the partners, and therefore,
no provision for income taxes has been made on the books of the Company. ECC
Holdings Corporation ("ECC"), one of the Company's subsidiaries, is a corporate
entity and as such is subject to federal and state income taxes. Income tax
amounts in these consolidated financial statements pertain to ECC.

F-47
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands)

(2) Significant Accounting Policies (continued)

Cash Flows

For purposes of the statement of cash flows, the Company considers short-
term investments with a maturity at date of purchase of three months or less to
be cash equivalents. The Company paid cash interest of approximately $13,610
for the period from January 1, 1996 to August 12, 1996, $4,189 for the period
from August 13, 1996 to December 31, 1996 and $8,761 and $12,900 for the years
ended December 31, 1995 and 1994, respectively.

Use of Estimates in Preparation of Financial Statements

(3) Property, Plant and Equipment

Property, plant and equipment and estimated useful lives at December 31,
1996 and 1995 are as follows:

<TABLE>
<CAPTION>
Estimated
1996 1995 Useful lives
-------- --------- -------------
<S> <C> <C> <C>
Cable television transmission and
distribution systems:
Converters............................... $ 6,810 $ 18,609 5 years
Headends................................. 6,338 27,363 9 years
Distribution systems..................... 81,502 171,570 10 years
Program, service, microwave and test
equipment................................. 2,219 4,396 4-7 years
Construction in progress (including
materials and supplies)................... 521 675
-------- ---------
97,390 222,613
Furniture and fixtures..................... 591 4,429 5 years
Vehicles................................... 2,886 7,411 4 years
Building and improvements.................. 1,074 2,895 30 years
Leasehold improvements..................... 1,305 -- Term of Lease
Land....................................... -- 852
-------- ---------
103,246 238,200
Less accumulated depreciation.............. (9,703) (136,761)
-------- ---------
$ 93,543 $ 101,439
======== =========
</TABLE>

F-48
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands)

(4) Debt

Bank Debt

As discussed in Note 1, on August 13, 1996, the Successor Company paid
GECC approximately $154,000 in exchange for GECC's limited partnership
interests in the Company and in satisfaction of the outstanding balance of all
indebtedness due GECC. The repayment of the GECC debt was financed under a new
$175,000 credit facility. The credit facility is with a group of banks led by
the Bank of New York, as agent, and consists of a three year $175,000 revolving
credit facility maturing on August 13, 1999. The revolving credit facility is
payable in full upon maturity. As of December 31, 1996, the Company has
outstanding borrowings under its revolving credit facility of $159,460, leaving
unrestricted and undrawn funds available amounting to $15,540. Amounts
outstanding under the facility bear interest at varying rates based upon the
bank's LIBOR rate, as defined in the loan agreement. The weighted average
interest rate was 7.6% on December 31, 1996. The Company is also obligated to
pay fees of .375% per annum on the unused loan commitment.

Substantially all of the general and limited partnership interests in the
Company have been pledged in support of the borrowings under the credit
agreement. The credit facility contains various restrictive covenants, with
which the Company was in compliance at December 31, 1996.

Senior Debt and Junior Subordinated Note

At December 31, 1995, the credit agreement between the Predecessor
Company and GECC (the "Credit Agreement") was composed of a Senior Loan
Agreement and a Junior Loan Agreement. Under the Senior Loan Agreement, GECC
had provided a $30,000 revolving line of credit (the "Revolving Line"), a
$104,443 term loan (the "Series A Term Loan") with interest payable currently
and, a $92,302 term loan (the "Series B Term Loan") with payment of interest
deferred until December 31, 2001. Under the Junior Loan Agreement, GECC had
provided a $24,039 term loan (the "Junior Term Loan") with payment of interest
deferred until December 31, 2001. The senior loan agreement and junior loan
agreement are collectively referred to as the "Loan Agreements".

At December 31, 1995, the Predecessor Company's outstanding debt to GECC,
which was all due on December 31, 2001, was comprised of the following:

<TABLE>
<S> <C>
Senior Debt
Revolving line of credit, with interest at varying rates....... $ 8,000
Series A Term Loan, with interest at 10.12%.................... 104,443
Series B Term Loan, with interest at 10.62%.................... 101,949
--------
Total Senior Debt............................................ 214,392
Junior Subordinated Note, with interest at 12.55%................ 34,645
--------
Total debt................................................... $249,037
========
</TABLE>

(5) Income Taxes

ECC has a net operating loss carryforward for federal income tax purposes
of approximately $21,708 expiring in varying amounts through 2011.

F-49
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands)

The tax effects of temporary differences which give rise to significant
deferred tax assets or liabilities and the corresponding valuation allowance at
December 31, 1996 and 1995 are as follows:

Deferred Assets

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Depreciation and amortization......................... $ 7,132 $ (9,572)
Allowance for doubtful accounts....................... 51 85
Benefits of tax loss carry forwards................... 9,117 24,783
-------- --------
Net deferred tax assets............................... 16,300 15,296
Valuation allowance................................... (16,300) (15,296)
-------- --------
$ -- $ --
======== ========
</TABLE>

ECC has provided a valuation allowance for the total amount of the net
deferred tax assets since realization of these assets is not assured due
principally to a history of operating losses. The amount of the valuation
allowance increased by $1,004 during the year ended December 31, 1996.

(6) Operating Leases

The Company leases certain office and transmission facilities under terms
of operating leases expiring at various dates through 2008. The leases
generally provide for fixed annual rental payments plus real estate taxes and
certain other costs. Rent expense for the periods from January 1, 1996 to
August 12, 1996 and from August 13, 1996 to December 31, 1996 amounted to
approximately $505 and $303, respectively, and for the years ended December 31,
1995 and 1994 amounted to $705 and $635, respectively.

The Company rents space on utility poles for its operations. The
Company's pole rental agreements are for varying terms, and management
anticipates renewals as they expire. Pole rental expense for the periods from
January 1, 1996 to August 12, 1996 and from August 13, 1996 to December 31,
1996 amounted to approximately $912 and $547, respectively, and for the years
ended December 31, 1995 and 1994 amounted to $1,312 and $1,199, respectively.

The minimum future annual rental payments for all operating leases,
including pole rentals from January 1, 1997 through December 31, 2008, at rates
presently in force at December 31, 1996, are approximately: 1997, $1,902; 1998,
$1,764; 1999, $1,735; 2000, $1,657; 2001, $1,599; and thereafter $2,945.

(7) Related Party Transactions

CSC has interests in several entities engaged in providing cable
television programming and other services to the cable television industry. For
the periods from January 1, 1996 to August 12, 1996 and from August 13, 1996 to
December 31, 1996, the Company was charged approximately $510 and $268,
respectively, and for the years ended December 31, 1995 and 1994 the Company
was charged approximately $568 and $407, respectively, by these entities for
such services. At December 31, 1996 and 1995, the Company owed approximately
$60 and $107 to these companies for such programming services which is included
in accounts payable-affiliates in the accompanying consolidated balance sheets.

F-50
<PAGE>

U.S. CABLE TELEVISION GROUP, L.P.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands)

CSC provides the Company with general and administrative services. For
the periods from January 1, 1996 to August 12, 1996 and from August 13, 1996 to
December 31, 1996, the Company was charged $2,274 and $1,712, respectively, and
for the years ended December 31, 1995 and 1994 these charges totaled
approximately $3,530 and $3,300. Amounts owed to CSC at December 31, 1996 and
1995 for such expenses were approximately $408 and $365 and is included in
accounts payable-affiliates in the accompanying consolidated balance sheet.

(8) Benefit Plan

During 1989, the Company adopted a 401K savings plan (the "Plan").
Employee participation is voluntary. Under the provisions of the Plan,
employees may defer up to 15% of their annual compensation (as defined). The
Company currently contributes 50% of the contributions made by participating
employees subject to a contribution cap of 6% of the employee's compensation.
The Company may make additional contributions at its discretion. Expense
relating to this Plan amounted to $327, $321 and $295 in 1996, 1995 and 1994,
respectively.

The Company does not provide postretirement benefits for any of its
employees.

(9) Disclosures About The Fair Value Of Financial Instruments

Cash and Cash Equivalents, Accounts Receivable--Subscribers, Other
Receivables, Prepaid Expenses and Other Assets, Accounts Payable, Accrued
Expenses, and Accounts Payable to Affiliates

The carrying amount approximates fair value due to the short maturity of
these instruments.

Bank Debt

The fair value of the company's long term debt instruments approximates
its book value since the interest rate is LIBOR-based and accordingly is
adjusted for market rate fluctuations.

Senior and Junior Debt

At December 31, 1995, the carrying amount of the Senior and Junior Debt
approximated fair value.

(10) Commitments

CSC and its cable television affiliates (including the Company) have an
affiliation agreement with a program supplier whereby CSC and its cable
television affiliates are obligated to make Base Rate Annual Payments, as
defined and subject to certain adjustments pursuant to the agreement, through
2004. The Company would be contingently liable for its proportionate share of
Base Rate Annual Payments, based on subscriber usage, of approximately; $1,276
in 1997; $1,320 in 1998 and $1,366 in 1999. For the years 2000 through 2004,
such payments would increase by percentage increases in the Consumer Price
Index, or five percent, whichever is less, over the prior year's Base Annual
Payment.

(11) Subsequent Event

On August 29, 1997, CSC and certain of its wholly-owned subsidiaries
entered into an agreement with Mediacom LLC ("Mediacom") to sell to Mediacom
cable systems owned by the Company. The transaction was consummated on January
23, 1998 for a sales price of approximately $311 million.

F-51
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Triax Midwest Associates, L.P.:

We have audited the accompanying balance sheets of TRIAX MIDWEST ASSOCIATES,
L.P. (a Missouri limited partnership) as of December 31, 1997 and 1998, and
the related statements of operations, partners' deficit and cash flows for
each of the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Triax Midwest Associates,
L.P. as of December 31, 1997 and 1998, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1998 in conformity with generally accepted accounting principles.

Arthur Andersen LLP
Denver, Colorado,
February 26, 1999.

F-52
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

BALANCE SHEETS

As of December 31, 1997 and 1998 and September 30, 1999 (Unaudited)
(In Thousands)

<TABLE>
<CAPTION>
September 30,
1997 1998 1999
-------- -------- --------------
(Unaudited)
<S> <C> <C> <C>
ASSETS

Cash....................................... $ 3,297 $ 2,327 $ --
Receivables, net of allowance of $554, $331
and $353, respectively.................... 2,555 2,303 2,043
Property, plant and equipment, net......... 124,616 153,224 168,588
Purchased intangibles, net................. 157,671 185,268 153,604
Deferred costs, net........................ 5,980 6,995 5,364
Other assets............................... 2,202 2,911 2,086
-------- -------- --------
$296,321 $353,028 $331,685
======== ======== ========

LIABILITIES AND PARTNERS' DEFICIT

Accrued interest expense................... $ 6, 057 $ 5,383 $ --
Accounts payable and other accrued
expenses.................................. 11,582 11,714 12,769
Subscriber prepayments and deposits........ 695 828 782
Payables to affiliates..................... 359 348 339
Debt....................................... 323,604 404,418 418,810
-------- -------- --------
342,297 422,691 432,700
Partners' deficit.......................... (45,976) (69,663) (101,015)
-------- -------- --------
$296,321 $353,028 $331,685
======== ======== ========
</TABLE>

The accompanying notes to the financial statements are an integral part of
these balance sheets.

F-53
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 1996, 1997 and 1998
and for the Nine Months Ended September 30, 1998 and 1999 (Unaudited)
(In Thousands)

<TABLE>
<CAPTION>
For the
Nine
Months Ended
For the Years Ended December 31, September 30,
---------------------------------- ------------------
1996 1997 1998 1998 1999
---------- ---------- ---------- -------- --------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues................ $ 60,531 $ 101,521 $ 119,669 $ 87,129 $101,654
Operating expenses:
Programming........... 12,934 20,066 25,275 18,262 22,990
Operating, selling,
general and
administrative....... 16,459 26,050 32,241 21,658 25,407
Management fees....... 2,667 3,573 4,048 2,944 3,331
Administration fees
paid to an
affiliate............ 444 1,482 1,826 1,307 1,566
Depreciation and
amortization......... 26,492 48,845 65,391 43,276 54,111
---------- ---------- ---------- -------- --------
58,996 100,016 128,781 87,447 107,405
---------- ---------- ---------- -------- --------
Operating income
(loss)................. 1,535 1,505 (9,112) (318) (5,751)
Other expenses:
Interest.............. 18,311 26,006 29,358 21,358 24,941
---------- ---------- ---------- -------- --------
Net loss before
cumulative effect of
accounting change...... (16,776) (24,501) (38,470) (21,676) (30,692)
Cumulative effect of
accounting change...... -- -- -- -- (660)
---------- ---------- ---------- -------- --------
Net loss................ $ (16,776) $ (24,501) $ (38,470) $(21,676) $(31,352)
========== ========== ========== ======== ========
</TABLE>

The accompanying notes in the financial statements are an integral part of
these statements.

F-54
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

STATEMENTS OF PARTNERS' DEFICIT

For the Years Ended December 31, 1996, 1997 and 1998
and for the Nine Months Ended September 30, 1999 (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Pre Recapitalization Limited
Partners (Note 1) Post
------------------------------- Recapitalization
Residual Special Limited
Non-Managing Managing Equity Interest Limited Cavalier Partners
General Partner General Partner Held by TTC Partner Cable, L.P. All Others (Note 1) Total
--------------- --------------- --------------- ------- ----------- ---------- ---------------- ---------
(Effective (Effective
August 30, August 30,
1996) 1996)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES,
December 31,
1995............ $ (83,549) $ -- $ -- $ -- $ -- $ -- $ -- $ (83,549)
Net loss for the
eight month
period ended
August 30,
1996............ (9,022) -- -- -- -- -- -- (9,022)
--------- ----- ------ ------- -------- -------- -------- ---------
BALANCES, August
30, 1996
(Unaudited)..... (92,571) -- -- -- -- -- -- (92,571)
Cash redemption
of partnership
interests....... -- -- -- (6,680) (12,071) (19,500) -- (38,251)
Allocation of
partners'
capital in
connection with
recapitalization.. -- -- -- 6,680 12,071 19,500 (38,251) --
Accretion on
residual equity
interest held by
TTC through a
charge to
accumulated
deficit......... (62) -- 62 -- -- -- -- --
Cash
contributions... 1,100 -- -- -- -- -- 50,250 51,350
Issuance of
limited
partnership
units in
connection with
acquisition of
cable
properties...... -- -- -- -- -- -- 59,765 59,765
Cash
distributions to
DD Cable
Partners........ -- -- -- -- -- -- (4,200) (4,200)
Syndication
costs........... (26) -- -- -- -- -- (2,578) (2,604)
Net loss for the
four month
period ending
December 31,
1996............ (78) -- -- -- -- -- (7,676) (7,754)
--------- ----- ------ ------- -------- -------- -------- ---------
BALANCES,
December 31,
1996............ (91,637) -- 62 -- -- -- 57,310 (34,265)
Accretion of
residual equity
interest held by
TTC through a
charge to
accumulated
deficit......... (488) -- 488 -- -- -- -- --
Cash
contributions... -- -- -- -- -- -- 13,043 13,043
Syndication
costs........... -- -- -- -- -- -- (253) (253)
Net loss for the
year ended
December 31,
1997............ (245) -- -- -- -- -- (24,256) (24,501)
--------- ----- ------ ------- -------- -------- -------- ---------
BALANCES,
December 31,
1997............ (92,370) -- 550 -- -- -- 45,844 (45,976)
Accretion of
residual equity
interest held by
TTC through a
charge to
accumulated
deficit......... (738) -- 738 -- -- -- -- --
Cash
contributions... -- -- -- -- -- -- 15,000 15,000
Syndication
costs........... -- -- -- -- -- -- (217) (217)
Net loss for the
year ended
December 31,
1998............ (385) -- -- -- -- -- (38,085) (38,470)
--------- ----- ------ ------- -------- -------- -------- ---------
BALANCES,
December 31,
1998............ (93,493) -- 1,288 -- -- -- 22,542 (69,663)
Accretion of
residual equity
interest held by
TTC through a
charge to
accumulated
deficit
(Unaudited)..... (735) -- 735 -- -- -- -- --
Net loss for the
nine months
ended September
30, 1999
(Unaudited)..... (8,810) -- -- -- -- -- (22,542) (31,352)
--------- ----- ------ ------- -------- -------- -------- ---------
BALANCES,
September 30,
1999 $
(Unaudited)..... $(103,038) $ -- $2,023 $ -- $ -- $ -- -- $(101,015)
========= ===== ====== ======= ======== ======== ======== =========
</TABLE>

The accompanying notes to the financial statements are an integral part of
these statements.

F-55
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 1996, 1997 and 1998
and For the Nine Months Ended September 30, 1998 and 1999 (Unaudited)
(In Thousands)

<TABLE>
<CAPTION>
For the Years Ended December For the Nine Months
31, Ended September 30,
------------------------------ -----------------------
1996 1997 1998 1998 1999
--------- -------- --------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss.............. $ (16,776) $(24,501) $ (38,470) $(21,676) $(31,352)
Adjustments to
reconcile net loss to
net cash flows from
operating
activities--
Depreciation and
amortization......... 26,492 48,845 65,391 43,276 54,111
Accretion of interest
on preferred stock
obligation........... 90 -- -- -- --
Amortization of
deferred loan
costs................ 370 651 790 567 669
Cumulative effect of
accounting change.... -- -- -- -- 660
Write-off retired
plant................ -- -- 1,732 (492) --
Decrease (increase)
in subscriber
receivables, net..... 1,926 (503) 93 (147) 265
(Increase) decrease
in other assets...... (7) (556) (623) (1,270) 881
Increase (decrease)
in accrued interest
expense.............. 181 1,312 (674) (1,299) (5,403)
Increase (decrease)
in accounts payable
and other accrued
expenses............. 4,502 525 (452) (1,040) 828
(Decrease) increase
in subscriber
prepayments and
deposits............. (2,684) 13 129 55 (52)
Write-off loan costs.. 174 -- -- -- 20
(Decrease) increase in
payables to
affiliates........... (31) 113 (11) (56) (10)
--------- -------- --------- -------- --------
Net cash flows from
operating
activities......... 14,237 25,899 27,905 17,918 20,617
--------- -------- --------- -------- --------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of property,
plant and equipment.. (10,275) (23,101) (36,122) (25,222) (31,830)
Acquisition of
properties, including
purchased
intangibles.......... -- (71,850) (86,255) (83,993) (3,913)
Proceeds from exchange
of properties,
including
intangibles.......... -- -- 1,594 1,594 --
Proceeds from sale of
properties, including
intangibles.......... -- -- 1,674 1,674 367
Cash paid for
franchise costs...... (582) (776) (2,122) (1,165) (917)
Cash paid for other
intangibles.......... (823) (37) -- -- (19)
--------- -------- --------- -------- --------
Net cash flows from
investing
activities......... (11,680) (95,764) (121,231) (107,112) (36,312)
--------- -------- --------- -------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from
borrowings........... 275,000 67,000 399,000 391,000 26,000
Repayment of debt..... (268,477) (14,000) (319,000) (315,000) (12,000)
Contributions from
partners............. 51,350 13,043 15,000 15,000 --
Cash redemptions of
partnership
interests............ (38,251) -- -- -- --
Cash distributions to
DD Cable Partners.... (4,200) -- -- -- --
Payments on capital
leases............... (314) (322) (703) (456) (625)
Cash paid for loan
costs................ (5,683) (80) (1,724) (1,597) (7)
Cash paid for
syndication costs.... (2,604) (253) (217) -- --
Repayment of preferred
stock obligations.... (2,760) -- -- -- --
--------- -------- --------- -------- --------
Net cash flows from
financing
activities......... 4,061 65,388 92,356 88,947 13,368
--------- -------- --------- -------- --------
NET INCREASE (DECREASE)
IN CASH............... 6,618 (4,477) (970) (247) (2,327)
CASH, beginning of
period................ 1,156 7,774 3,297 3,297 2,327
--------- -------- --------- -------- --------
CASH, end of period.... $ 7,774 $ 3,297 $ 2,327 $ 3,050 $ --
========= ======== ========= ======== ========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW
INFORMATION:
Cash paid during the
period for interest.. $ 16,848 $ 24,043 $ 29,209 $ 22,090 $ 29,655
========= ======== ========= ======== ========
SUPPLEMENTAL SCHEDULE
OF NON CASH INVESTING
AND FINANCING
ACTIVITIES:
Acquisitions with
capital leases....... $ 391 $ 1,313 $ 1,517 $ 1,054 $ 1,217
========= ======== ========= ======== ========
Net book value of
assets divested in
exchange............. -- -- $ 4,404 $ 4,404 --
========= ======== ========= ======== ========
Net book value of non-
monetary assets
acquired in
exchange............. -- -- $ 2,958 $ 2,958 --
========= ======== ========= ======== ========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-56
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

(1) THE PARTNERSHIP

Organization and Capitalization

Triax Midwest Associates, L.P. (the "Partnership") is a Missouri limited
partnership originally formed for the purpose of acquiring, constructing and
operating cable television properties, located primarily in Indiana, Illinois,
Iowa, Minnesota and Wisconsin. The Partnership was capitalized and commenced
operations on June 1, 1988. The non-managing general partner is Triax Cable
General Partner, L.P. ("Triax Cable GP"), a Missouri limited partnership. The
general partner of Triax Cable GP is Midwest Partners, L.L.C. The managing
general partner of the Partnership is Triax Midwest General Partner, L.P., a
Delaware limited partnership, and its general partner is Triax Midwest, L.L.C.

Partnership Recapitalization

On August 30, 1996 (the "Contribution Date"), the Partnership completed a
recapitalization of the Partnership in which new credit facilities were put in
place (Note 4), additional partnership interests were issued and selected
partnership interests were redeemed. Under the terms of a partnership amendment
and other related documents, the Partnership received approximately $50.3
million in cash from new limited partners in exchange for limited partnership
interests ("New Cash Partners"). Approximately $38.3 million in cash was then
utilized to redeem the special limited partnership interest and certain other
existing limited partnership interests. For financial reporting purposes, this
portion of the Partnership Recapitalization was accounted for as an equity
transaction with no effect on the carrying value of the Partnership's assets.
However, for tax purposes, even though the New Cash Partners acquiesced to the
redeemed limited partners' tax basis capital accounts, they will be entitled to
additional outside tax basis reflecting the amount invested.

In addition, the Partnership purchased certain net assets of DD Cable Partners,
L.P. and DD Cable Holdings, Inc. ("DD Cable") through the net issuance of
approximately $55.6 million in limited partnership interests. For financial
reporting purposes, the acquisition was accounted for under the purchase method
of accounting at fair market value. For tax purposes, the basis in the acquired
net assets was recorded at DD Cable's historical tax basis. This results in a
built-in gain on these assets based on the difference between the fair market
value and tax basis of the assets at August 30, 1996.

In connection with the Partnership Recapitalization, the general partnership
interest of Triax Cable GP was converted to a non-managing general partnership
interest. Triax Cable GP then contributed an additional $1.1 million to
maintain its approximate 1% proportionate interest in the Partnership. Triax
Midwest General Partner, L.P. ("Midwest GP" or the "Managing General Partner")
was appointed the managing general partner. The general partner of Midwest GP
is Triax Midwest, L.L.C., a wholly-owned subsidiary of Triax Telecommunications
Company, L.L.C. ("TTC"). Midwest GP made no partnership equity contributions to
the Partnership and received only a residual interest in the Partnership, as
discussed below under "Allocations of Profits, Losses, Distributions and
Credits Subsequent to Partnership Recapitalization".

As provided for in the Partnership Agreement, as amended, certain of the New
Cash Partners (the "Committed Partners") committed to fund additional monies
totaling $50.0 million for future acquisitions of the Partnership through
August 1999. In conjunction with the Partnership's acquisitions of the Indiana
and Illinois Acquisitions during 1997 and the Illinois acquisition of September
30, 1998 (Note 3), certain limited partners contributed approximately $13.0
million and $15.0 million, respectively. Of these total contributions,
approximately $27.0 million was contributed by the Committed Partners, which
reduced their total funding commitment to approximately $23.0 million.

F-57
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

During 1997, TTC and certain officers of TTC (the "Officers") purchased limited
partner interests in Triax Investors Midwest, L.P. ("Investors Midwest"), which
holds a limited partner interest in the Partnership. Subsequent to TTC's and
the Officers' purchase of these Investors Midwest interests, Investors Midwest
elected to distribute its interest in the Partnership to certain of its
partners, resulting in TTC owning a direct limited partner interest in the
Partnership.

The Partnership Agreement, as amended, provides that on August 30, 2001 each
limited partner has the option to sell its interest to the Partnership for fair
market value at the time of the sale. The fair market value is to be determined
by appraised value approved by a majority vote of the Advisory Committee. In
accordance with the Partnership Agreement, if the Partnership is unable to
finance the acquisition of such interests, such selling limited partners can
cause the liquidation of the Partnership.

Allocation of Profits, Losses, Distributions and Credits Subsequent to
Partnership Recapitalization

Distributions

Cash distributions are to be made to both the limited partners and Triax Cable
GP equal to their adjusted capital contributions, then to the limited partners
and Triax Cable GP in an amount sufficient to yield a return of 13% per annum,
compounded annually (the "Priority Return"), then varying rates of distribution
to the Managing General Partner (17% to 20%) and to the limited partners and
Triax Cable GP (83% to 80%) based on internal rates of return earned by the New
Cash Partners, as set forth in the Amended and Restated Partnership Agreement,
on their adjusted capital contributions.

Losses from Operations

The Partnership will allocate its losses to the limited partners and Triax
Cable GP according to their proportionate interests in the book value of the
Partnership, except losses will not be allocated to any limited partner which
would cause the limited partner's capital account to become negative by an
amount greater than an amount which the limited partners are obligated to
contribute to the Partnership.

Profits and Gains

Generally, the Partnership will allocate its profits according to the limited
partners' and Triax Cable GP's proportionate interests in the book value of the
Partnership until profits allocated to limited partners equal losses previously
allocated to them. A special allocation of gain equal to the difference between
the fair value and tax basis of contributed property will be made, with respect
to partners contributing property to the Partnership, upon the sale of the
contributed Partnership assets.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

F-58
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

The financial statements as of September 30, 1999 and 1998 are unaudited;
however, in the opinion of management, the financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the results for the periods presented. The accounting
policies followed during such interim periods reported are in conformity with
generally accepted accounting principles and are consistent with those applied
during annual periods. The results of operations for the interim periods are
not necessarily indicative of the results that might be expected for the full
year ending December 31, 1999.

Revenue Recognition

Revenues are recognized in the period the related services are provided to the
subscribers.

Income Taxes

No provision has been made for federal, state or local income taxes because
they are the responsibility of the individual partners. The principal
difference between tax and financial reporting results from different
depreciable tax basis in various assets acquired (Note 1).

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Replacements, renewals and
improvements are capitalized and costs for repairs and maintenance are charged
directly to expense when incurred. The Partnership capitalized a portion of
technician and installer salaries to property, plant and equipment, which
amounted to $1,134,000 in 1996, $1,196,132 in 1997, $1,333,296 in 1998 and
$980,140 and $994,469 for the nine months ended September 30, 1998 and 1999,
respectively. Depreciation and amortization are computed using the straight-
line method over the following estimated useful lives (amounts in thousands):

<TABLE>
<CAPTION>
September 30,
1997 1998 1999 Life
--------- --------- -------------- -------------
<S> <C> <C> <C> <C>
Predominantly
Property, plant and
equipment.............. $ 217,561 $ 266,965 $ 301,880 10 years
Less-- Accumulated
depreciation........... (92,945) (113,741) (133,292)
--------- --------- ---------
$ 124,616 $ 153,224 $ 168,588
========= ========= =========

Purchased Intangibles

Purchased intangibles are being amortized using the straight-line method over
the following estimated useful lives (amounts in thousands):

<CAPTION>
September 30,
1997 1998 1999 Life
--------- --------- -------------- -------------
<S> <C> <C> <C> <C>
Franchises.............. $ 245,028 $ 310,544 $ 312,930 5-11.5 years
Noncompete.............. 400 1,595 1,795 3 years
Goodwill................ 12,804 12,804 12,804 20 years
--------- --------- ---------
258,232 324,943 327,529
Less-- Accumulated
amortization........... (100,561) (139,675) (173,925)
--------- --------- ---------
$ 157,671 $ 185,268 $ 153,604
========= ========= =========
</TABLE>

F-59
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable from future undiscounted cash flows. Impairment losses are
recorded for the difference between the carrying value and fair value of the
long-lived asset.

Deferred Costs

Deferred costs are being amortized using the straight-line method over the
following estimated useful lives (amounts in thousands):

<TABLE>
<CAPTION>
September 30,
1997 1998 1999 Life
------- ------- ------------- ----------
<S> <C> <C> <C> <C>
Deferred loan costs........... $ 5,763 $ 7,488 $ 7,494 2-7 years
Organizational costs.......... 858 858 -- 5-10 years
Other......................... 500 500 500
Less--Accumulated
amortization................. (1,141) (1,851) (2,630)
------- ------- -------
$ 5,980 $ 6,995 $ 5,364
======= ======= =======
</TABLE>

Organizational Costs

American Institute of Certified Public Accountants Statement of Position 98-5
("SOP 98-5") provides guidance on the financial reporting of start-up and
organization costs. SOP 98-5 broadly defines start-up activities and requires
the costs of such start-up activities and organization costs to be expensed as
incurred. SOP 98-5 is effective for fiscal years beginning after December 15,
1998 and the initial application is reported as a cumulative effect of a change
in accounting principle. Effective January 1, 1999, the Partnership recognized
a cumulative effect of an accounting change adjustment related to net deferred
organization costs totaling approximately $660,000 as of December 31, 1998.

Reclassifications

Certain amounts in the accompanying financial statements have been reclassified
to conform to the current year presentation.

(3) ACQUISITIONS / SALES

On August 30, 1996, the Partnership purchased certain cable television system
assets, located in Illinois, Minnesota, Wisconsin and Iowa, from DD Cable,
including the assumption of certain liabilities of the acquired business. The
acquisition was financed by issuing net limited partnership interests valued at
approximately $55.6 million. In addition, the Partnership utilized a portion of
newly executed $375 million credit facility (Note 4) to repay approximately
$116 million of existing indebtedness of DD Cable.

F-60
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

The purchase price was allocated to the acquired assets and liabilities as
follows (amounts in thousands):

<TABLE>
<S> <C>
Current assets.................................................. $ 3,519
Property, plant and equipment................................... 59,786
Franchise costs................................................. 117,007
---------
Subtotal.................................................... 180,312
Less--current liabilities assumed............................... (4,579)
---------
175,733
Less--cash distributed for:
Payment of existing DD Cable debt............................. (115,968)
Cash distributions to DD Cable................................ (4,200)
---------
Total net partnership interest issued....................... $ 55,565
=========

On June 30, 1997, the Partnership acquired certain cable television system
assets, located in Indiana, including certain liabilities of the acquired
business, from Triax Associates I, L.P. (the "Indiana Acquisition"). The
purchase price of $52.0 million was accounted for by the purchase method of
accounting and was allocated to the acquired assets and liabilities as follows
(amounts in thousands):

Current assets.................................................. $ 316
Property, plant and equipment................................... 18,793
Franchise costs................................................. 33,007
Non-compete..................................................... 200
---------
Subtotal...................................................... 52,316
Less--current liabilities assumed............................... (403)
---------
Total cash paid for acquisition............................... $ 51,913
=========
</TABLE>

Also on June 30, 1997, the Partnership acquired certain cable television system
assets, located in Illinois, including certain liabilities of the acquired
business, from an unrelated third party (the "Illinois Acquisition". The
purchase price of $20.1 million was accounted for by the purchase method of
accounting.

The Indiana and Illinois Acquisitions were financed by partners' contributions
of approximately $13.0 million and proceeds of $60.0 million on the revolving
credit facility.

On June 30, 1998, the Partnership purchased certain cable television system
assets, located in Illinois, from an unrelated third party ("Marcus"),
including the assumption of certain liabilities of the acquired business. The
acquisition was financed by partners' contributions of $15.0 million and
proceeds of approximately $45.8 million from the revolving credit facility.

F-61
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

The purchase price was allocated to the acquired assets and liabilities as
follows (amounts in thousands):

<TABLE>
<S> <C>
Current assets.................................................... $ 109
Property, plant and equipment..................................... 10,000
Franchise costs................................................... 50,555
Non-compete....................................................... 500
-------
Subtotal........................................................ 61,164
Less--current liabilities assumed................................. (328)
-------
Total cash paid for acquisition................................. $60,836
=======
</TABLE>

The Partnership has reported the operating results of DD Cable, the Indiana
Acquisition and Marcus from the respective acquisition dates. The following
tables show the unaudited pro forma results of operations for the year of the
acquisitions and their prior year:

<TABLE>
<CAPTION>
For the Year Ended December 31,
1996
-----------------------------------------------------------------

Unaudited
Actual Pro Forma Results(/1/)
-------- ----------------------
<S> <C> <C>
REVENUES....................................... $ 60,531 $ 99,554
======== ========
NET LOSS....................................... $(16,776) $(28,878)
======== ========

(/1/) Presents pro forma effect of the DD Cable Acquisition and the Indiana
Acquisition.

<CAPTION>
For the Year Ended December 31,
1997
-----------------------------------------------------------------

Unaudited
Actual Pro Forma Results(/2/)
-------- ----------------------
<S> <C> <C>
REVENUES....................................... $101,521 $118,722
======== ========
NET LOSS....................................... $(24,501) $(31,001)
======== ========
(/2/) Presents pro forma effect of the Indiana Acquisition and Marcus.

<CAPTION>
For the Year Ended December 31,
1998
-----------------------------------------------------------------

Unaudited
Actual Pro Forma Results(/3/)
-------- ----------------------
<S> <C> <C>
REVENUES....................................... $119,669 $128,182
======== ========
NET LOSS....................................... $(38,470) $(41,754)
======== ========
</TABLE>
(/3/) Presents pro forma effect of Marcus.

F-62
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

On June 30, 1998, the Partnership purchased certain cable television system
assets, located in Indiana, from an unrelated third party, including the
assumption of certain liabilities of the acquired business. The acquisition was
financed by proceeds of approximately $22.8 million from the revolving credit
facility. The purchase price was allocated to the acquired assets and
liabilities as follows (amounts in thousands):

<TABLE>
<S> <C>
Property, plant and equipment..................................... $ 8,383
Franchise costs................................................... 14,499
Non-compete....................................................... 200
-------
Subtotal........................................................ 23,082
Less--current liabilities assumed................................. (270)
-------
Total cash paid for acquisition................................. $22,812
=======
</TABLE>

On January 21, 1998, the Partnership acquired certain cable television system
assets located in Gilberts, Illinois, including certain liabilities of the
acquired business, from an unrelated third party (the "Gilberts Acquisition").
The purchase price of approximately $307,000 was accounted for by the purchase
method of accounting.

On December 31, 1998, the Partnership acquired certain cable television system
assets, located in Kentland, Indiana, including certain liabilities of the
acquired business, from an unrelated third party (the "Kentland Acquisition").
The purchase price of $2.5 million was accounted for by the purchase method of
accounting, $200,000 of which will be paid during 1999, and has been recorded
as other accrued expenses in the accompanying balance sheet.

On February 27, 1998, the Partnership closed on an Asset Exchange Agreement
with an unrelated third party whereby the Partnership conveyed certain systems
serving approximately 3,700 subscribers in exchange for another system in
Illinois serving approximately 2,400 subscribers and received approximately
$1,600,000 in cash consideration. A gain of approximately $150,000 was
recognized on this transaction, and was recorded against write-off of retired
plant in the accompanying statement of operations.

On June 30, 1998, the Partnership sold certain cable television system assets
located in Central City, Iowa, including certain liabilities of the system, to
an unrelated third party for cash of approximately $367,000.

On September 30, 1998, the Partnership sold certain cable television system
assets related to five systems in Iowa, including certain liabilities of the
systems, to an unrelated third party for cash of approximately $1.3 million.

F-63
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

(4) DEBT

Debt consists of the following at December 31, 1997, 1998 and September 30,
1999 (amounts in thousands):

<TABLE>
<CAPTION>
September 30,
1997 1998 1999
-------- -------- -------------
(Unaudited)
<S> <C> <C> <C>
Bank Revolving credit loan, due June 30,
2006, interest payable at rates based on
varying interest rate options........... $ 82,000 $ 97,000 $111,000
Term A Loan, due June 30, 2006, interest
payable at rates based on varying
interest rate options................... 180,000 220,000 220,000
Term B Loan, due June 30, 2007, interest
payable at rates based on varying
interest rate options................... 35,000 60,000 60,000
Term C Loan, due June 30, 2007, interest
payable at 9.48%........................ 25,000 25,000 25,000
Various equipment loans and vehicle
leases.................................. 1,604 2,418 2,810
-------- -------- --------
$323,604 $404,418 $418,810
======== ======== ========
</TABLE>

In connection with the Partnership Recapitalization discussed in Note 1, the
Partnership entered into a $375 million credit facility with a group of
lenders, consisting of a Revolving Credit Loan, Term A, Term B and Term C
Loans. A commitment fee is charged on the daily unused portion of the available
commitment. This fee ranges from 1/4% to 3/8% per annum based on the
Partnership's leverage ratio, as defined. The Revolving Credit Loan and each of
the Term A, B, and C Loans are collateralized by all of the property, plant and
equipment of the Partnership, as well as the rights under all present and
future permits, licenses and franchises.

On June 24, 1998, the Partnership completed a restructuring of the Revolving
Credit Loan and the Term A, B and C Loans. Under the terms of the restructuring
agreement, the total availability of this facility increased from $375 million
to $475 million, in order to complete certain planned acquisitions (see Note 3)
and to provide for future growth.

The Partnership entered into LIBOR interest rate agreements with the lenders
related to the Revolving Credit Loan and the Term A and Term B Loans. The
Partnership fixed the interest rate for the Revolving Credit Loan on $104
million at 7.51% for the period from September 30, 1999 to October 29, 1999 and
on $4 million at 7.53% for the period from October 1, 1999 to October 29, 1999.
The Term A Loan and Term B Loans are fixed at 7.51% and 7.88%, respectively,
for the period from September 30, 1999 to October 29, 1999. In addition, the
Partnership has entered into various interest rate swap transactions covering
$195 million in notional amount as of September 30, 1999, which fixes the
weighted average three-month variable rate at 5.6%. These swap transactions
expire at various dates through October 2000.

The Term A Loan requires principal payments to be made quarterly, beginning in
September 2000. The quarterly payments begin at $1,375,000 per quarter and
increase each September 30th thereafter. The Term B and Term C Loans require
total quarterly principal payments of $177,083 for the quarters ending
September 2000 and December 2000. Quarterly principal payments totaling $88,542
are then required through December 31, 2005, at which time the quarterly
payments increase to $3,187,500 through December 31, 2006 and $35,062,500 at
March 31, 2007. The Loans are due in full on June 30, 2007.

F-64
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

The loan agreements contain various covenants, the most restrictive of which
relate to maintenance of certain debt coverage ratios, meeting cash flow goals
and limitations on indebtedness.

Debt maturities required on all debt as of December 31, 1998 are as follows
(amounts in thousands):

<TABLE>
<CAPTION>
Year Amount
---- --------
<S> <C>
1999.............................................................. $ 775
2000.............................................................. 3,861
2001.............................................................. 16,375
2002.............................................................. 31,417
2003.............................................................. 39,407
Thereafter........................................................ 312,583
--------
$404,418
========
</TABLE>

(5) RELATED PARTY TRANSACTIONS

During the eight month period ending August 31, 1996, TCC provided management
services to the Partnership for a fee equal to 5% of gross revenues, as
defined. Charges for such management services amounted to approximately
$1,567,000. TCC also allocated certain overhead expenses to the Partnership
which primarily relate to employment costs. These overhead expenses amounted to
approximately $371,000 for the eight months ended August 31, 1996.

Commencing August 30, 1996, the Partnership entered into an agreement with TTC
to provide management services to the Partnership for a fee equal to 4% of
gross revenues, as defined. The agreement also states the Partnership will only
be required to pay a maximum fixed monthly payment of $275,000, which can be
adjusted for any acquisitions or dispositions by the Partnership at a rate of
$.8333 per acquired/disposed subscriber. Charges for such management services
provided by TTC amounted to approximately $1,100,000, $3,573,000 and $4,048,000
in 1996, 1997 and 1998, respectively, and $2,944,000 and $3,331,000 for the
nine months ended September 30, 1998 and 1999, respectively. The remainder of
the management fees earned but unpaid will be distributable to TTC only after
Triax Cable GP and the limited partners have been distributed their original
capital investments and then the deferred and unpaid portion of the management
fee will be paid pari passu with the first 7.5% of the Priority Return, as
defined. The earned but unpaid fees totaled approximately $62,000, $488,000 and
$738,000 in 1996, 1997 and 1998, respectively, and $541,000 and $735,000 for
the nine months ended September 30, 1998 and 1999, respectively. The cumulative
unpaid fees totaled approximately $62,000, $550,000, 1,288,000 and $2,023,000
as of December 31, 1996, 1997, 1998 and September 30, 1999, respectively. These
amounts have been reflected in the statement of partners' deficit as "residual
equity interest held by TTC through a charge to accumulated deficit", which has
been allocated to the non-managing General Partner.

Commencing August 30, 1996, the Partnership entered into a programming
agreement with InterMedia Capital Management II, L.P. ("InterMedia"), an
affiliate of DD Cable, to purchase programming at InterMedia's cost, which
includes volume discounts InterMedia might earn. Included in this agreement is
a provision that requires the Partnership to remit to InterMedia an
administrative fee, based on a calculation stipulated in the agreement, which
amounted to approximately $444,000, $1,482,000 and $1,826,000 in 1996, 1997 and
1998, respectively, and $1,307,000 and $1,566,000 for the nine months ended
September 30, 1998 and 1999, respectively.

F-65
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

(6) LEASES

The Partnership leases office facilities, headend sites and other equipment
under noncancelable operating lease agreements, some of which contain renewal
options. Total rent expense, including month-to-month rental arrangements, was
approximately $364,000, $583,000 and $737,000 in 1996, 1997 and 1998,
respectively, and $523,000 and $724,000 for the nine months ended September 30,
1998 and 1999, respectively. Pole attachment fees totaled approximately
$496,000, $798,000 and $970,000 in 1996, 1997 and 1998, respectively, and
$721,000 and $792,000 for the nine months ended September 30, 1998 and 1999,
respectively.

Future minimum rental commitments under noncancelable operating leases
subsequent to December 31,1998 are as follows (amounts in thousands):

<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1999................................................................ $685
2000................................................................ $511
2001................................................................ $377
2002................................................................ $298
2003................................................................ $238
Thereafter.......................................................... $757
</TABLE>

(7) FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents approximates fair value
because of the nature of the investments and the length of maturity of the
investments.

The estimated fair value of the Partnership's debt instruments are based on
borrowing rates that would be substantially equivalent to existing rates,
therefore, there is no material difference in the fair market value and the
current value.

(8) REGULATORY MATTERS

In October 1992, Congress enacted the Cable Television Consumer and Competition
Act of 1992 (the "1992 Cable Act") which greatly expanded federal and local
regulation of the cable television industry. In April 1993, the Federal
Communications Commission ("FCC") adopted comprehensive regulations, effective
September 1, 1993, governing rates charged to subscribers for basic cable and
cable programming services (other than programming offered on a per-channel or
per-program basis). The FCC implemented regulation, which allowed cable
operators to justify regulated rates in excess of the FCC benchmarks through
cost of service showings at both the franchising authority level for basic
service and to the FCC in response to complaints on rates for cable programming
services.

On February 22, 1994, the FCC issued further regulations which modified the
FCC's previous benchmark approach, adopted interim rules to govern cost of
service proceedings initiated by cable operators, and lifted the stay of rate
regulations for small cable systems, which were defined as all systems serving
1,000 or fewer subscribers.

F-66
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)

On November 10, 1994, the FCC adopted "going forward" rules that provided cable
operators with the ability to offer new product tiers priced as operators
elect, provided certain limited conditions are met, permit cable operators to
add new channels at reasonable prices to existing cable programming service
tiers, and created an additional option pursuant to which small cable operators
may add channels to cable programming service tiers

In May 1995, the FCC adopted small company rules that provided small systems
regulatory relief by implementing an abbreviated cost of service rate
calculation method. Using this methodology, for small systems seeking to
establish rates no higher than $1.24 per channel, the rates are deemed to be
reasonable.

In February 1996, the Telecommunications Act of 1996 (1996 Act) was enacted
which, among other things, deregulated cable rates for small systems on their
programming tiers.

Federal law is expected to eliminate the regulation of rates for non-basic
cable programming service tiers after March 31, 1999

Management of the Partnership believes they have complied in all material
respects with the provisions of the 1992 Cable Act and the 1996 Act, including
rate setting provisions. To date, the FCC's regulations have not had a material
adverse effect on the Partnership due to the lack of certifications by the
local franchising authorities. Several rate complaints have been filed against
the Partnership with the FCC. However, management does not believe this matter
will have a material adverse impact on the Partnership.

(9) COMMITMENTS AND CONTINGENCIES

The Partnership has been named as a defendant in a class action lawsuit in the
state of Illinois, challenging the Partnership's policy for charging late
payment fees when customers fail to pay for subscriber services in a timely
manner. The Partnership is currently in settlement negotiations with the
plaintiffs and expects the litigation to be settled by the end of the year.
However, management does not believe the ultimate outcome of this matter will
have a material adverse effect on its financial condition.

(10) EVENTS SUBSEQUENT TO DATE OF AUDITOR'S REPORT (UNAUDITED)

On April 29, 1999, the Partnership entered into a definitive agreement to sell
its cable television system assets to Mediacom LLC for $740 million, subject to
adjustment for subscriber benchmarks and other pro-rations in the normal
course. The sale closed effective November 4, 1999.

On July 31, 1999, the Partnership acquired certain cable television system
assets, located in Genesco, Illinois, including certain liabilities of the
acquired business, from an unrelated third party. The purchase price of
approximately $4.0 million was accounted for by the purchase method of
accounting.

On October 4, 1999, the Partnership acquired certain cable television system
assets, located in Watseka, Illinois, including certain liabilities of the
acquired business, from an unrelated third party. The purchase price of $1.1
million was accounted for by the purchase method of accounting.

These acquisitions were financed by proceeds on the revolving credit facility.

In September 1999, the Partnership's independent billing company notified the
Partnership of its intent to assess additional charges should the Partnership
terminate the existing contract between the parties prior to the contractual
termination date of June 24, 2004. Management of the Partnership understands
that Mediacom LLC intends to change the billing service provider for
subscribers obtained in connection with its asset purchase

F-67
<PAGE>

TRIAX MIDWEST ASSOCIATES, L.P.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998 and September 30, 1999
(All amounts related to the September 30, 1998 and 1999 periods are unaudited)
from the Partnership as Mediacom LLC did not assume the contract with the
billing company in conjunction with the asset purchase. The Partnership intends
to vigorously defend against any claims by the billing company, and believes
the ultimate resolution of this matter will not have a material adverse impact
on its financial position or results of operations.

On November 29, 1999, the Partnership received the final approval for
settlement in the class action lawsuit discussed in Note 9. The Partnership has
agreed to adjust its late fee charges in the future. In addition for
restitution for prior late fee payments, the Partnership has agreed to provide
additional programming services at a discount valued at $8 to current eligible
subscribers or a cash refund of $8 to former eligible subscribers. To be
eligible, a subscriber must have had a late fee in the past. Management does
not believe that the ultimate payments related to this matter will have a
material adverse effect on its financial position. The Partnership will also
pay the plaintiffs' attorneys fees.

F-68
<PAGE>

[LOGO] Mediacom

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth various expenses, other than underwriting
discounts, which will be incurred in connection with this offering:

<TABLE>
<S> <C>
SEC registration fee.......................................... $ 126,270
Nasdaq National Market listing fee............................ 95,000
NASD filing fee............................................... 30,500
Blue sky fees and expenses.................................... 5,000
Printing and engraving expenses............................... 900,000
Legal fees and expenses....................................... 650,000
Accounting fees and expenses.................................. 500,000
Transfer Agent fees........................................... 15,000
Miscellaneous expenses........................................ 478,230
----------
Total....................................................... $2,800,000
==========
</TABLE>

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee of or agent to the Registrant. The
statute provides that it is not exclusive of other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise. The Registrant's by-laws
provides for indemnification by the Registrant of any director or officer (as
such term is defined in the by-laws) of the Registrant who is or was a director
of any of its subsidiaries, or, at the request of the Registrant, is or was
serving as a director or officer of, or in any other capacity for, any other
enterprise, to the fullest extent permitted by law. The by-laws also provide
that the Registrant shall advance expenses to a director or officer and, if
reimbursement of such expenses is demanded in advance of the final disposition
of the matter with respect to which such demand is being made, upon receipt of
an undertaking by or on behalf of such director or officer to repay such amount
if it is ultimately determined that the director or officer is not entitled to
be indemnified by the Registrant. To the extent authorized from time to time by
the board of directors of the Registrant, the Registrant may provide to any one
or more employees of the Registrant, one or more officers, employees and other
agents of any subsidiary or one or more directors, officers, employees and
other agents of any other enterprise, rights of indemnification and to receive
payment or reimbursement of expenses, including attorneys' fees, that are
similar to the rights conferred in the by-laws of the Registrant on directors
and officers of the Registrant or any subsidiary or other enterprise. The by-
laws do not limit the power of the Registrant or its board of directors to
provide other indemnification and expense reimbursement rights to directors,
officers, employees, agents and other persons otherwise than pursuant to the
by-laws. The Registrant intends to enter into agreements with certain
directors, officers and employees who are asked to serve in specified
capacities at subsidiaries and other entities.

Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for payments of

II-1
<PAGE>

unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for
any transaction from which the director derived an improper personal benefit.
The Registrant's certificate of incorporation provides for such limitation of
liability.

The Registrant intends to maintain policies of insurance under which its
directors and officers will be insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of, and certain liabilities which might be imposed as a result of,
actions, suits or proceedings to which they are parties by reason of being or
having been such directors or officers.

Reference is also made to Section 7 of the underwriting agreement filed as
Exhibit 1.1 to the registration statement for information concerning the
underwriters' obligation to indemnify the Registrant and its officers and
directors in certain circumstances.

Item 15. Recent Sales of Unregistered Securities

The Registrant has not issued any common stock since its formation on
November 8, 1999. Concurrently with the consummation of the offering to which
this registration statement relates, the Registrant will issue shares of common
stock in exchange for outstanding membership interests in Mediacom LLC in
accordance with the relative ownership percentages of membership interests in
Mediacom LLC immediately prior to this offering. The exchange of membership
interests for shares of common stock will not be registered under the
Securities Act of 1933 because the offering and sale will be made in reliance
on the exemption provided by Section 4(2) of the Securities Act of 1933 and
Rule 506 thereunder for transactions by an issuer not involving a public
offering (with the recipients representing their intentions to acquire the
securities for their own accounts and not with a view to the distribution
thereof and acknowledging that the securities will be issued in a transaction
not registered under the Securities Act of 1933).

II-2
<PAGE>

The following table sets forth the membership interests issued by Mediacom
LLC to various persons during the past three years:

<TABLE>
<CAPTION>
Amount of
Membership
Name of Person Date Interests Issued* Consideration
- -------------- ------- ----------------- -------------
<S> <C> <C> <C>
Chase Manhattan Capital, LLC........... 3/31/97 401.8909 **
1/15/98 864.5288 **
11/3/99 4,540.8503 **
U.S. Investor, Inc. ................... 3/31/97 641.8909 **
6/22/97 1,950.0000 $ 1,950,000
9/18/97 500.0000 $500,000
1/15/98 2,319.5476 **
1/15/98 2,293.7799 $ 2,293,780
11/3/99 256.2200 $ 256,220
11/3/99 16,026.3555 **
Morris Communications Corp. ........... 6/22/97 9,750.0000 $ 9,750,000
9/18/97 2,500.0000 $ 2,500,000
1/15/98 4,693.7111 **
1/15/98 79,832.5359 $79,832,536
11/3/99 8,917.4640 $ 8,917,464
11/3/99 149,422.5253 **
CB Capital Investors, LLC.............. 6/22/97 3,900.0000 $ 3,900,000
9/18/97 1,000.0000 $ 1,000,000
1/15/98 1,877.4844 **
1/15/98 4,587.5598 $ 4,587,560
11/3/99 512.4400 $ 512,440
11/3/99 17,547.6283 **
Private Market Fund, L.P............... 6/22/97 1,950.0000 $ 1,950,000
9/18/97 500.0000 $ 500,000
1/15/98 938.7422 **
1/15/98 4,542.5837 $ 4,542,584
11/3/99 507.4160 $ 507,416
11/3/99 12,245.9673 **
Rocco B. Commisso...................... 3/31/97 1,956.2182 **
1/15/98 6,867.2437 **
11/3/99 80,248.4288 **
Aggregate of less than 5% holders...... 6/22/97 1,950.0000 $1,950,000
9/18/97 500.0000 $ 500,000
1/15/98 938.7422 **
1/15/98 2,743.5407 $ 2,743,540
11/3/99 306.4600 $ 306,460
11/3/99 9,468.2445 **
</TABLE>
- ---------------------
* Each membership interest has a value upon issuance of $1,000.
** Such person received additional membership interests based upon a
determination by the executive committee of Mediacom LLC that the aggregate
equity value of Mediacom LLC increased because of the occurrence of a
certain event.

The issuance of the membership interests was not registered under the
Securities Act of 1933 because the issuance was made in reliance on the
exemption provided by Section 4(2) of the Securities Act of 1933 for
transactions by an issuer not involving a public offering.

II-3
<PAGE>

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
1.1* Form of Underwriting Agreement between Registrant and the underwriters
2.1 Asset Purchase and Sale Agreement, dated as of May 23, 1996, by and
between Mediacom California LLC and Booth American Company (1)
2.2 Asset Purchase Agreement, dated as of August 29, 1996, between
Mediacom LLC and Saguaro Cable TV Investors, L.P. (1)
2.3 Asset Purchase Agreement, dated as of August 29, 1996, between
Mediacom California LLC and Valley Center Cablesystems, L.P. (1)
2.4 Asset Purchase Agreement, dated as of December 24, 1996, by and
between Mediacom LLC and American Cable TV Investors 5, Ltd. (1)
2.5 Asset Purchase Agreement, dated May 22, 1997, between Mediacom
California LLC and CoxCom, Inc. (1)
2.6 Asset Purchase Agreement, dated September 17, 1997, between Mediacom
California LLC and Jones Cable Income Fund 1-B/C Venture (1)
2.7 Asset Purchase Agreement, dated August 29, 1997, among Mediacom LLC,
U.S. Cable Television Group, L.P., ECC Holding Corporation, Missouri
Cable Partners, L.P. and Cablevision Systems Corporation (1)
2.8 Asset Purchase Agreement, dated June 24, 1998, among Mediacom
Southeast, Mediacom LLC, Bootheel Video, Inc. and CSC Holdings (2)
2.9 Asset Purchase Agreement, dated April 29, 1999 between Mediacom LLC
and Triax Midwest Associates, L.P. (3)
2.10 Stock Purchase Agreement, dated May 25, 1999 among Mediacom LLC,
Charles D. Zylstra, Kara M. Zylstra and Trusts created under the Will
dated June 3, 1982 of Roger E. Zylstra, deceased, for the benefit of
Charles D. Zylstra and Kara M. Zylstra (4)
3.1** Certificate of Incorporation of Registrant prior to the effective date
of this registration statement
3.2* Form of Restated Certificate of Incorporation of Registrant to be
filed on the effective date of this registration statement
3.3** By-laws of Registrant
4.1* Form of certificate evidencing shares of Class A common stock
5.1* Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.
10.1 Management Agreement dated as of December 27, 1996 by and between
Mediacom Arizona LLC and Mediacom Management (1)
10.2 First Amended and Restated Management Agreement dated December 27,
1996 by and between Mediacom California LLC and Mediacom Management
(1)
10.3 Management Agreement dated June 24, 1997 by and between Mediacom
Delaware LLC and Mediacom Management (1)
10.4 Management Agreement dated January 23, 1998 by and between Mediacom
Southeast LLC and Mediacom Management (1)
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
10.5** Credit Agreement dated as of September 30, 1999 for the Mediacom USA
Credit Facility
10.6** Credit Agreement dated as of November 5, 1999 for the Mediacom Midwest
Credit Facility
10.7* 1999 Stock Option Plan
10.8* Amended and Restated Registration Rights Agreement by and among
Mediacom Communications Corporation, Rocco B. Commisso, BMO Financial,
Inc., CB Capital Investors, L.P., Chase Manhattan Capital, L.P.,
Morris Communications Corporation, Private Market Fund, L.P. and U.S.
Investor, Inc.
10.9* 1999 Employee Stock Purchase Plan
10.10** Stock Purchase Agreement, dated as of November 4, 1999, between
SoftNet Systems, Inc. and Mediacom LLC. THIS DOCUMENT HAS BEEN
SUBMITTED TO THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION
FOR APPLICATION FOR "CONFIDENTIAL TREATMENT."
21.1** Subsidiaries of Registrant
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG LLP
23.4* Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
23.5** Consent of William S. Morris III
23.6** Consent of Craig S. Mitchell
23.7** Consent of Thomas V. Reifenheiser
23.8** Consent of Natale S. Ricciardi
23.9** Consent of Robert L. Winikoff
Powers of Attorney (included on the signature page of this
24.1** registration statement)
27.1 Financial Data Schedule of Mediacom LLC (5)
</TABLE>
- ------------
* To be filed by amendment.
** Previously filed with this Registration Statement.
(1) Filed as an exhibit to the Registration Statement on Form S-4 (File No.
333-57285) of Mediacom LLC and Mediacom Capital Corporation and
incorporated herein by reference.
(2) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 of Mediacom LLC and Mediacom Capital Corporation
and incorporated herein by reference.
(3) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999 of Mediacom LLC and Mediacom Capital
Corporation and incorporated herein by reference.
(4) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999 of Mediacom LLC and Mediacom Capital
Corporation and incorporated herein by reference.
(5) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1999 of Mediacom LLC and Mediacom Capital
Corporation and incorporated herein by reference.

(b) Financial Statement Schedules.

Schedule II--Valuation and Qualifying Accounts--Reference is made to page
F-20 of the prospectus that is a part of this Registration Statement.

II-5
<PAGE>

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To provide to the underwriter at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriter to permit prompt delivery to
each purchaser.

(2) That for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(3) That for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to Item 14 of this Part II to the registration statement,
or otherwise, 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, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of 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, 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 and will be governed by the final adjudication of such issue.

II-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Middletown, State of New
York, on January 13, 2000.

Mediacom Communications Corporation

By: /s/ Rocco B. Commisso
-----------------------------------
Rocco B. Commisso, Chairman and
Chief Executive 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 dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Rocco B. Commisso Chairman and Chief January 13, 2000
___________________________________________ Executive Officer
Rocco B. Commisso (principal executive
officer)

/s/ Mark E. Stephan Senior Vice President, January 13, 2000
___________________________________________ Chief Financial Officer,
Mark E. Stephan Treasurer and Director
(principal financial
officer and principal
accounting officer)
</TABLE>

II-7

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
registration statement.

/s/ Arthur Andersen LLP

Stamford, Connecticut

January 10, 2000

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
registration statement.

/s/ Arthur Andersen LLP

Denver, Colorado

January 10, 2000

<PAGE>

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Cablevision Systems Corporation

We consent to the inclusion of our report dated March 20, 1998, on the
consolidated balance sheets of U.S. Cable Television Group, L.P. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations and partners' capital (deficiency) and cash flows for
the year ended December 31, 1997, and for the periods from January 1, 1996 to
August 12, 1996, and August 13, 1996 to December 31, 1996, in the registration
statement on Amendment No. 2 to Form S-1 and related prospectus of Mediacom
Communications Corporation. We also consent to the inclusion of our report dated
April 1, 1997, except as to Note 11 which is as of January 23, 1998, on the
consolidated balance sheets of U.S. Cable Television Group, L.P. and
subsidiaries as of December 31, 1996 and 1995 and the related consolidated
statements of operations and partners' capital (deficiency) and cash flows for
the periods from January 1, 1996 to August 12, 1996, and August 13, 1996 to
December 31, 1996, and for the years ended December 31, 1995 and 1994, in the
registration statement on Amendment No. 2 to Form S-1 and related prospectus of
Mediacom Communications Corporation and to the reference to our firm under the
heading "Experts" in the registration statement and related prospectus. Such
reports include an explanatory paragraph related to a change in cost basis of
the consolidated financial information as a result of a redemption of certain
limited and general partnership interests effective August 13, 1996.

/s/ KPMG LLP

Melville, New York

January 10, 2000