[MEDIACOM LETTERHEAD]
[GRAPHIC OMITTED]
Mark E. Stephan
Executive Vice Presdient, Chief Financial Officer and Treasurer
May 16, 2005
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Mail Stop 04-07
Washington, D.C. 20549
Attn: Larry Spirgel
Assistant Director
RE: MEDIACOM LLC
MEDIACOM CAPITAL CORPORATION
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004
FILED MARCH 31, 2005
Ladies and Gentlemen:
This letter is in response to the Staff's letter dated May 2, 2005 addressed to
Mark E. Stephan, Chief Financial Officer of Mediacom LLC and Mediacom Capital
Corporation. The following responses are keyed to the numbered comments
contained in the Staff's letter and reflect a discussion with the Staff on May
3, 2005. Each of the responses is preceded by the full text of the Staff's
comment.
GENERAL
1. PLEASE BE ADVISED THAT YOUR FILE NUMBERS ARE 333-82124-01 FOR MEDIACOM LLC
AND 333-82124-04 FOR MEDIACOM CAPITAL CORPORATION.
RESPONSE:
Mediacom LLC and Mediacom Capital Corporation made their initial filing
with the Securities and Exchange Commission on June 19, 1998. These
entities filed a joint registration statement on Form S-4 under the
Securities Act of 1933 and were assigned the following file numbers:
o Mediacom LLC - File No. 333-57285-01
o Mediacom Capital Corporation - File No. 333-57285
Since Mediacom LLC and Mediacom Capital Corporation did not register their
respective securities under the Securities Exchange Act of 1934, these 1933
Act file numbers were assigned, respectively, to Mediacom LLC and Mediacom
Capital Corporation for all future 1934 Act filings.
Mediacom Communications Corporation
100 Crystal Run Road o Middletown, NY 10941 o 845-695-2640 o Fax 845-695-2639
Mr. Larry Spirgel
May 16, 2005
Page 2 of 4
On February 4, 2002, Mediacom LLC, Mediacom Capital Corporation and three
affiliated entities filed a joint registration statement on Form S-3 under
the Securities Act of 1933. Mediacom LLC and Mediacom Capital Corporation
were assigned the following file numbers under this 1933 Act registration
statement:
o Mediacom LLC - File No. 333-82124-01
o Mediacom Capital Corporation - File No. 333-82124-04
The 1933 Act file numbers from this second Securities Act filing by
Mediacom LLC and Mediacom Capital Corporation are currently reflected on
the SEC website (and as we understand on the SEC database) as the 1934 Act
file numbers of these entities. We believe this is incorrect since the file
number from an entity's first filing under the Securities Act of 1933 is
the file number for all future filings under the Securities Exchange Act of
1934 unless the entity registers its securities under the 1934 Act.
We request the Staff correct the SEC database, including the SEC website,
to reflect that the 1934 Act file numbers for Mediacom LLC and Mediacom
Capital Corporation are as follows:
o Mediacom LLC - File No. 333-57285-01
o Mediacom Capital Corporation - File No. 333-57285
Note that this change does not relate to the registration statement on Form
S-3 filed on February 4, 2002 and the amendment thereto.
LIQUIDITY AND CAPITAL RESOURCES, PAGE 40
2. PLEASE DISCUSS IN MORE DETAIL AND QUANTIFY YOUR SHORT-TERM AND LONG-TERM
CASH REQUIREMENTS AND SOURCES. YOUR DISCUSSION SHOULD INCLUDE THE FUNDS
NECESSARY TO MAINTAIN CURRENT OPERATIONS AND ANY COMMITMENTS FOR CAPITAL
EXPENDITURES AND OTHER EXPENDITURES. REFER TO SECTION IV OF THE
COMMISSION'S INTERPRETIVE RELEASE ON MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS WHICH IS LOCATED ON OUR
WEBSITE AT HTTP://WWW.SEC.GOV/RULES/INTERP/33-8350.HTM.
RESPONSE:
We advise the Staff that this disclosure was included under Part I - Item 2
- Management's Discussion and Analysis of Financial Condition and Financial
Condition - Liquidity and Capital Resources in our quarterly report on Form
10-Q for the quarterly period ended March 31, 2005.
Mr. Larry Spirgel
May 16, 2005
Page 3 of 4
DESCRIPTION OF OUR CREDIT FACILITIES, PAGE 41
3. PLEASE PROVIDE AN EXHIBIT FOR YOUR RATIO OF EARNINGS TO FIXED CHARGES THAT
COMPLIES WITH ITEM 503(D) OF REGULATION S-K. ALSO, PRESENT THIS RATIO IN
YOUR SELECTED FINANCIAL DATA SECTION.
RESPONSE:
We advise the Staff that our ratio of earnings to fixed charges will be
presented for each of the last five fiscal years in comparative columnar
form as part of our selected financial data in a Form 8-K to be filed
during the week of May 16, 2005. A statement setting forth the computation
of the ratio of earnings to fixed charges will be filed as an exhibit to
the Form 8-K.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS, PAGE 42
4. PLEASE REVISE YOUR DISCLOSURE TO INCLUDE YOUR INTEREST PAYMENTS IN THE
TABULAR PRESENTATION.
RESPONSE:
We advise the Staff that this disclosure was included under Part I - Item 2
- Management's Discussion and Analysis of Financial Condition and Financial
Condition - Capital Obligations and Commercial Commitments in our quarterly
report on Form 10-Q for the quarterly period ended March 31, 2005.
CRITICAL ACCOUNTING POLICIES, PAGE 42
5. PLEASE DISCUSS YOUR ACCOUNTING POLICY FOR YOU ALLOWANCE FOR DOUBTFUL
ACCOUNTS AND PROGRAMMING LIABILITIES.
RESPONSE:
We advise the Staff that this disclosure was included under Part I - Item 2
- Management's Discussion and Analysis of Financial Condition and Financial
Condition - Critical Counting Policies in our quarterly report on Form 10-Q
for the quarterly period ended March 31, 2005.
We acknowledge that:
o the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
o staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filings; and
o the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Mr. Larry Spirgel
May 16, 2005
Page 4 of 4
Please call the undersigned at (845) 695-2640 or our outside counsel, Joseph H.
Schmitt of Sonnenschein Nath & Rosenthal LLP (212) 768-6983, if you have any
questions.
Sincerely,
/s/ Mark E. Stephan
cc: Bob Carroll, Staff Accountant
Dean Suchiro, Senior Staff Accountant