This paper describes a scalable IPTV (video over IP over DOCSIS) solution for providing video content to a wide array of consumer devices that span TVs and PCs, and other device capable of receiving and processing video streams over IP. The solution is extensible to other last-mile edge networks including 3GPP, Wi-Fi, and WiMAX wireless networks, as well as going “over the top” on IP access networks managed by thirdparty providers. It defines and describes a distribution network that sources live broadcast and stored content from VOD (Video on Demand), PPV (Pay Per View), and Internet sources, with elements of centralized and distributed processing and management. The proposed distribution network utilizes existing network infrastructures and CMTS (cable modem termination system) platforms as the basis for the introduction of advanced services delivery, thus avoiding significant equipment change out, capital expense and operational disruption. The authors describe key business and technology requirements that are intended to be a reference when making decisions about the IPTV system design in order to maintain the business viability of the solution. These include: • Ensuring the solution is agnostic of the last mile network; • Enabling scalable, flexible and cost effective systems for wide scale deployment; • Maximizing the seamlessness of the customer experience; • Placing the intelligence in the network, and minimize the intelligence required in set-top boxes, to protect CPE (customer premise equipment) investment and maximize flexibility. The authors advocate that, while there may be many paths to an IPTV reality, the best evolution plan utilizes M-CMTS (Modular CMTS) designs that leverage existing DOCSIS 2.0 infrastructures while accelerating towards DOCSIS 3.0 broadband speeds and capabilities. The authors describe an evolutionary strategy based on an MCMTS approach that can drive the availability of downstream DOCSIS 3.0 channel bonding, enable more flexible allocations of upstream to downstream traffic flows, and provide additional performance benefits. Additionally, other parts of the solution are already specified by the cable industry, including PacketCable™ Multimedia and Embedded DOCSIS.