SecProbe.io

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                [Insight Communications Company, Inc. Letterhead]

                                October 25, 2005

VIA EDGAR, FAX AND HAND DELIVERY

Abby Adams
Office of Mergers and Acquisitions
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

         Re: Insight Communications Company, Inc.
             Revised Preliminary Proxy Statement on Schedule 14A
             Schedule 13E-3, Amendment No. 1

Dear Ms. Adams:

We have received your letter dated October 12, 2005, containing comments
with respect to the above-referenced filings. The remainder of this letter
provides the text of your comments followed, in each case, by a response. In
this regard, concurrently with submitting this response letter, we are filing a
further revised preliminary proxy statement and amendment no. 2 to the Schedule
13E-3. Page references in the responses below are to the further revised
preliminary proxy statement, and capitalized terms used but not defined in this
letter have the meanings given them in such proxy statement. Please note that
information for several of the responses below again has been provided to us by
the special committee's financial advisors or principals of Acquisition.

Preliminary Proxy Statement

1. We reissue comments 4, 11 and 42 in light of the fact that the group of
continuing investors has not been finalized. We understand that you will
determine which of the continuing investors are affiliates and provide us your
analysis in that regard. To the extent that you determine that there are
continuing investors that are not affiliates, it appears that you will need to
revise the filing to provide a fairness determination from each filing person
with respect to the unaffiliated security holders who will remain security
holders in the surviving entity. See Q&A No. 19 in Exchange Act Release No.
17719 (April 13, 1981). Please provide us your analysis in this regard.
Furthermore, we reissue comment 48 regarding the need for pro forma until more
information is available regarding the continuing security holders. Finally, it
appears that you should revise the fairness determination with respect to
unaffiliated security holders who are being cashed-out in this transaction to
clarify the fairness of the transaction to them in light of the fact that
selected persons are being provided the option to remain security holders of the
company.

RESPONSE

We expect to be able to identify the anticipated Continuing Investors in early
November, and we will file a revised preliminary proxy statement to include
appropriate disclosures at that time. We also would hope that this
subsequently-filed revised proxy statement could reflect any additional comments
that you may have after reviewing the responses contained in this letter.

With respect to which of the potential Continuing Investors should be deemed
affiliates engaged in this 13e-3 transaction, we believe that the two executive
officers of Insight and the other six officers that hold Loan Program Exchange
Shares identified in the first two bullets of the response to your previous
comment 4, as well as Continuing Investor Holding Company, LLC ("Holdco"), could
be deemed affiliates for purposes of Rule 13e-3. As described on page 48 Holdco
is a new entity being formed by Sidney Knafel and Michael Willner for the sole
purpose of holding Series C Non-Voting Preferred Stock of the Surviving
Corporation on behalf of certain Insight stockholders that are relatives, trusts
for the benefit of relatives or associates of Sidney Knafel, Michael Willner or
Thomas Kempner (essentially, those persons identified in the last three bullets
of the response to your previous comment 4). Sidney Knafel and Michael Willner
will be the sole managers of Holdco and will have the power to exercise all
governance and voting rights of Holdco, except consent of the members would be
required under certain very limited circumstances. This indirect ownership
structure is designed to facilitate the future administration of certain
transactions and other matters pertaining to the Surviving Corporation and its

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stockholders. The Holdco controlling persons (Sidney Knafel and Michael Willner)
have signed the Schedule 13E-3; Holdco signed amendment no. 2 to the Schedule
13E-3, which is being filed with this response letter; and the two executive
officers and six other officers of Insight mentioned above are expected to sign
a subsequent amendment to the Schedule 13E-3. Accordingly, at this time, as
discussed below, the only potential Continuing Investors who, in our view,
should not be deemed affiliates engaged in this 13e-3 transaction and,
therefore, should not have to sign the Schedule 13E-3 are the 11 other employees
of Insight who have been invited to be Continuing Investors (the "Employee
Continuing Investors").

The Staff's analysis, set forth in Section II.D.3 of the SEC Division of
Corporation Finance Current Issues and Rulemaking Projects (November 14, 2003),
 as updated (the "Current Issues Outline"), states that "[t]wo separate but
related issues may be raised with respect to the determination of
`filing-person' status in situations where a third party proposes a transaction
with an issuer that has at least one of the requisite `going-private' effects:
first, what entities or persons are `affiliates' of the issuer within the
scope of Rule 13e-3 and, second, when should those affiliates be deemed to be
engaged, either directly or indirectly, in the going private transaction."
"[R]esolution of both issues necessarily turns on all relevant facts and
circumstances of a particular transaction." Id. Based upon the facts
and circumstances outlined below, we believe that the Employee Continuing
Investors are neither "affiliates" nor "engaged" in a Rule 13e-3 transaction,
and thus should not be subject to the filing, dissemination and disclosure
requirements of Schedule 13E-3.

1. Rule 13e-3(a)(i) defines an "affiliate" as "a person that directly or
indirectly through one or more intermediaries controls or is controlled by,
or is under common control with such issuer." The Employee Continuing Investors
consist primarily of regional and district vice presidents and are not part
of Insight's senior management team. None of the Employee Continuing Investors
file reports under Section 16 of the Exchange Act, and none of such persons
are or were, directly or indirectly, in a position to exercise
"control" over Insight at any time prior or subsequent to entering into the
merger agreement.

2. Combined, the Employee Continuing Investors own approximately .05%
(one-half of one-tenth percent) of Insight's outstanding Class A common stock
and none of Insight's super-voting Class B common stock.
These holdings are too minimal to give the Employee Continuing Investors any
control or influence over Insight. Additionally, once the transaction is
complete, Sidney Knafel and Michael Willner will control more than a majority of
the Series C Non-Voting Preferred Stock (which is the class that will be held by
the Employee Continuing Investors), and the Employee Continuing Investors will
hold no shares of Surviving Corporation stock that is entitled to elect
directors of the Surviving Corporation. Accordingly, the Employee Continuing
Investors will be unable to exert any control or influence over the Surviving
Corporation.

3. The Employee Continuing Investors are not a party to any significant business
agreement or contract with Insight as a lender, supplier or customer, and they
have no other significant business relationships with Insight. Additionally,
Insight does not have any plans to enter into any significant business
relationships with any of the Employee Continuing Investors. Consequently, the
Employee Continuing Investors are not, and will not be, in a position as a
lender, supplier, customer or other significant business partner to control or
influence Insight. While the Employee Continuing Investors will be a party to an
exchange agreement with Insight, the only purpose of this agreement is to
facilitate investment in the Surviving Corporation. The exchange agreement gives
no other rights to the Employee Continuing Investors. Additionally, the
transaction is not and was never conditioned on the investment of the Employee
Continuing Investors.

4. None of the Employee Continuing Investors were involved in any way
in the negotiations or Board discussions regarding this transaction.
None of the Employee Continuing Investors were even present at any discussions
of the Insight board of directors involving this transaction. Additionally,
none of the Employee Continuing Investors sat on the special
committee or had any involvement with the special committee or its
deliberations regarding the proposed transaction.

In sum, none of the Employee Continuing Investors can be said to "control"
Insight as "affiliates" because they do not have any business relationships
with Insight aside from their positions as mid-level employees and minimal
stockholders. Additionally, they are not "engaged" in the transaction because
they are not involved in the transaction in any significant way. Where, as
here, the individuals in question have no significant business relationships
with the issuer and have not participated in any discussions or negotiations
of the Insight board of directors regarding the 13e-3 transaction, the

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purposes of Rule 13e-3 are not served by requiring those individuals to file
Schedule 13E-3s. None of the abuses (or opportunities for abuses) that
Rule 13e-3 was designed to prevent (i.e. overreaching or unfairness in the
negotiations regarding the transaction) and that could be cured by adding any
of the Employee Continuing Investors as filing persons are present in this
case because the Employee Continuing Investors had no ability to control or
influence Insight, its Board, or the special committee (whether through stock
ownership, participation in negotiations or otherwise). Accordingly, we
respectfully submit that the Employee Continuing Investors are neither
"affiliates" nor "engaged" in a Rule 13e-3 transaction.

We have reviewed Q&A No. 19 in Exchange Act Release No. 17719, and we
respectfully submit that the current disclosure complies with this interpretive
advice. Specifically, Q&A No. 19, in pertinent part, provides that "[i]f
security holders may elect to receive different forms or amounts of
consideration, it is sufficient to disclose a reasonable belief (together with
the bases therefor) that at least one of the alternatives offered is fair to
unaffiliated security holders...." No potential Employee Continuing Investor is
expected or required to become a Continuing Investor, and each potential
Employee Continuing Investor may elect to either receive cash for their Insight
common stock (just like all other public stockholders) or interests in the
Surviving Corporation. As noted above, we expect the holders of Loan Program
Exchange Shares, as well as the two executive officers that are expected to
become Continuing Investors, will be 13E-3 filing persons and, therefore, would
not be deemed to be unaffiliated security holders. The disclosure in the proxy
statement under "Position of Acquisition and the Affiliated Continuing Investors
as to the Fairness of the Merger" provides the reasonable belief (and the bases
therefor) of the 13E-3 filing persons as to the fairness of the cash
consideration to be paid in connection with the merger. The cash merger
consideration is not only one of the alternatives offered to potential Employee
Continuing Investors (which is the requirement of Q&A No. 19), it also is the
only consideration relevant to the primary readers of the proxy statement.
Moreover, a discussion of fairness of consideration other than the cash merger
consideration could be confusing to most readers of the proxy statement and
would be unhelpful and irrelevant to their decision with respect to the merger.

With respect to your previous comment 48, we have filed pro forma financial
statements as an exhibit to amendment no. 2 to the Schedule 13E-3.

Finally, in response to the last sentence of your comment, we have revised the
disclosure under "Position of Acquisition and the Affiliated Continuing
Investors as to the Fairness of the Merger" on page 35.

2. We reissue comment 5. We note that Acquisition was formed for the purpose of
engaging in this transaction, that Carlyle and TC Group, LLC hold all of the
stock in Acquisition, that they have provided or will provide more of the
consideration to be paid in the transaction, and that they will have a
significant interest in the surviving entity. We note that the Current Issues
Outline states,

"Where the purchaser has created a merger subsidiary or other acquisition
vehicle to effect the transaction, moreover, the staff will "look through" the
acquisition vehicle and treat as a separate, affiliated purchaser the
intermediate or ultimate parent of that acquisition vehicles. Accordingly, both
the acquisition vehicle and the entity or person who formed it to acquire the
issuer would have separate filing obligations..."

Carlyle and TC Group are affiliates due to their relationship with senior
management, as discussed in the Current Issues Outline. Please revise the filing
to include Carlyle and TC Group as filing persons on the Schedule 13E-3 and
provide the disclosure required by the Schedule with respect to each new filing
person.

RESPONSE

In response to the Staff's request, amendment no. 2 to the Schedule 13E-3
includes as filing persons Carlyle Partners III Telecommunications, L.P. and
Carlyle Partners IV Telecommunications, L.P. These two investment funds
collectively own more than 96% of the stock of Acquisition (each fund owns
approximately half of that 96% and the remaining 4% is owned by two passive
co-investment funds). Following the closing of the proposed transactions, these
two investment funds will own (in approximately the same proportions) more than
96% of the Class B Voting Stock of the Surviving Corporation and, based on an

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assumed contribution by Carlyle of $606.3 million, approximately 96% of all of
the stock of the Surviving Corporation that is not owned by Continuing
Investors. While we continue to believe that independent investment funds such
as these that are not affiliated with Insight should not be required to be
included as Schedule 13E-3 filing persons, we have acceded to the Staff's
position, as expressed in its Current Issues Outline, that filing persons should
include "both the acquisition vehicle and the entity or person who formed it to
acquire the issuer...."

3. We note the allegations in the consolidated complaint regarding specific
provisions in Insight's charter. Please provide us your analysis regarding why
the transaction structure is consistent with the cited charter provisions.

RESPONSE

The allegations in the consolidated complaint were made prior to delivery,
negotiation and execution of agreements related to the proposed transaction and,
therefore, were not based on the terms of the transaction reflected in the final
transaction agreements. In their consolidated complaint, the plaintiffs
contended that, if consummated, the buyer's proposal to acquire the
publicly-traded outstanding common stock of Insight would violate two provisions
of Insight's certificate of incorporation (the "Charter"). As explained below,
the merger is not inconsistent with either of these provisions.

First, the plaintiffs alleged in the complaint that the proposed transaction
would violate Section 5.4(b) of the Charter if shares of Insight's super-voting
Class B common stock were transferred to a newly-formed entity without
subsequently giving effect to an automatic conversion of those shares into an