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[Insight Communications Company, Inc. Letterhead]

        September 28,
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.

Preliminary Proxy Statement on Schedule 14A—File No. 0-26677

Schedule 13E-3—File No. 5-58331

Filed August 19, 2005

Dear Ms. Adams:

        We
have received your letter dated September 14, 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 an amended preliminary proxy statement and an amended
Schedule 13E-3. Capitalized terms used but not defined in this letter have the meanings given them in the preliminary proxy statement. Please note that information for several of
the responses below has been provided to us by the special committee's financial advisors or principals of Acquisition.

Schedule 13D
filed March 7, 2005 by Sidney R. Knafel, Michael S. Willner, et al.

1.It
appears from the background of this document that this group was formed as early as spring 2004. Tell us why these individuals did not file a Schedule 13D at that time
and provide us your analysis regarding their compliance with Regulation 13D-G. In addition, note that when parties form a group, each member of the group beneficially owns
all shares held by the group. Revise the Schedule 13D accordingly. See Rule 13d-5(b)(1).

RESPONSE

        Although
Sidney Knafel and Michael Willner had preliminary discussions concerning a potential transaction involving Insight, Mr. Knafel and Mr. Willner did not
form a Section 13(d) group until March 6, 2005, when they filed a Schedule 13D in connection with submitting a proposal, together with Carlyle, to Insight's board of
directors. Until a financial sponsor was willing to submit a proposal on terms acceptable to each of Mr. Knafel and Mr. Willner, Mr. Knafel and Mr. Willner did not have an
oral or written agreement or understanding regarding their joint involvement in a transaction involving Insight. It is well settled that a stockholder is not required to file a
Schedule 13D to disclose "tentative plans or inchoate plans." Todd Shipyards Corp. v. Madison Fund, Inc., 547 F. Supp. 1383, 1387
(S.D.N.Y. 1982). Accordingly, "unless a course of action is decided upon or intended, it need not be disclosed" in a Schedule 13D. Azurite Corp. Ltd. v.
Amster & Co., 52 F.3d 15, 18 (2d Cir. 1995). In Azurite, the Second Circuit Court of Appeals held that a "roughly
sketched possible course of action" did not meet the level of intent to undertake a transaction that must be disclosed in a Schedule 13D. Id. at
19. Here, Mr. Knafel and Mr. Willner merely had tentative and indefinite ideas about hypothetical going-private or recapitalization transactions that could not be undertaken without the
participation of a third-party equity investor. Prior to submitting a proposal to the Insight board with Carlyle, the discussions with the potential private equity investors were merely discussions
and preliminary negotiations that could have been terminated at any time. As the Chairman of the Board and the President and Chief Executive Officer of Insight, respectively, Mr. Knafel and
Mr. Willner regularly review hypothetical transactions aimed at enhancing stockholder value. In Lane Bryant, Inc. v. Hatleigh Corp., the
United States District Court for the Southern District of New York reasoned that Section 13(d) permits parties to "obtain information with relative freedom, to discuss preliminarily the
possibility of entering into

agreements
and to operate with relative freedom until they get to the point where they do in fact make arrangements which they must record under the securities laws." 1980 WL 1412 at *1 (S.D.N.Y.
June 9, 1980); see also Pantry Pride, Inc. v. Rooney, 598 F. Supp 891, 900 (S.D.N.Y. 1984) ("Section 13(d) allows individuals broad
freedom to discuss the possibilities of future agreements without filing under the securities laws."). In Pantry Pride, the court found that two of the
defendants' preliminary discussions concerning a proxy contest did not create a group warranting the filing of a Schedule 13D until two of the defendants executed an agreement because one of
the defendants needed the other's shares to undertake the proposed transaction. 598 F. Supp at 899-900. Similarly, here, Mr. Knafel and Mr. Willner considered the feasibility
of a hypothetical transaction that they could not have undertaken without first finding a third-party equity investor to contribute the required funds. Moreover, during these exploratory discussions,
Mr. Knafel and Mr. Willner had certain unique interests. In light of their unique interests, both Mr. Knafel and Mr. Willner participated in preliminary discussions in
their individual capacities with each potential third-party equity investor. Stated differently, neither Mr. Knafel nor Mr. Willner gave a proxy or permission to the other to negotiate a
transaction, but rather both represented their own interests during the negotiation process. As a result, all discussions that Mr. Knafel and Mr. Willner had with respect to a
transaction involving Insight were speculative and inchoate until they each came to proposed terms that satisfied their respective interests with a willing third-party equity investor.
Mr. Knafel and Mr. Willner negotiated the terms of a going-private transaction proposal with Carlyle through the weekend of March 5-6, 2005. The parties submitted a
proposal to the Insight board on March 6, 2005, and Mr. Knafel and Mr. Willner jointly filed a Schedule 13D on Monday, March 7, 2005.

        The
filing of a Schedule 13D by Sidney Knafel and Michael Willner disclosing the possibility of a transaction before a proposal was made to the Insight board followed by a
subsequent amendment to the Schedule 13D each time discussions with a potential third-party equity investor terminated would have been confusing, if not misleading, to Insight's investors and
the market generally. Federal courts have held that disclosure of "indefinite plans does not serve the purposes of [Section] 13(d) and, indeed, may actually mislead investors."  Purolator v. Tiger International,
 Inc., 510 F. Supp. 554, 556 (D. D.C. 1981). In Susquehanna Corp. v. Pan American
Sulphur Co., the Fifth Circuit Court of Appeals held that it would have been misleading to Susquehanna's investors for it to have disclosed its idea to merge with Pan American
because the "idea for such a merger never got off the ground." 423 F.2d 1075, 1084-85 (5th Cir. 1970). As discussed above, the disclosure of tentative or inchoate plans should not be
required. Had Mr. Knafel and Mr. Willner filed a Schedule 13D at the time they entered into discussions or preliminary negotiations with the first of a number of potential
third-party equity investors, Insight's stock price likely would have increased on the news. If Mr. Knafel and Mr. Willner had then amended the Schedule 13D each time a
negotiation terminated, Insight's stock price likely would have fallen on the news. Were Mr. Knafel and Mr. Willner required to report each of these preliminary discussions, this cycle
would have repeated itself over and over and potentially confused Insight's investors and the market generally. Accordingly, under the facts and circumstances, the course followed by Mr. Knafel
and Mr. Willner in filing a Schedule 13D when a proposal was submitted to the Insight board was appropriate. In this regard, we have modified certain disclosures under "Background of the
Merger" in the proxy statement to more clearly reflect the tentative and undetermined nature of discussions and negotiations with the various potential equity investors in 2004.

        As
evidenced by the discussion set forth in the "Background of the Merger" section of the preliminary proxy statement, Thomas Kempner, James Marcus and Andrew Knafel (in his individual
capacity and in his capacity as the trustee of certain trusts for the benefit of Sidney Knafel's children) did not participate in any negotiations with respect to the potential transaction and, prior
to Sidney Knafel, Michael Willner and Carlyle submitting a proposal to the Insight board on March 6, Mr. Kempner, Mr. Marcus and Mr. Andrew Knafel had no oral or written
agreement or understanding between themselves or with either Sidney Knafel or Michael Willner with respect to a potential transaction.

2

        With
respect to the third sentence of the Staff's comment, under the holding in Morales v. Freund, each member of a
Rule 13d-5 group is deemed to beneficially own all of the securities owned by each other member of the group. 163 F.3d 763, 767 (2d Cir. 1999). However, it also is meaningful to
show individual ownership of Insight Class A common stock, rather than just the same aggregate beneficial ownership for each filing person. Therefore, in the next amendment to the
Schedule 13D/A that will be filed in connection with determining the remaining Continuing Investors (please refer to our response to comment 4 below), the tables at the front of the
Schedule 13D/A will provide footnote disclosure for each filing person that indicates the filing persons may be deemed a Section 13(d) group and indicates the resulting aggregate deemed
beneficial ownership of such filing person.

Preliminary Proxy Statement

Introduction

2.You
provide an introduction, a Q&A, and then a summary, which together total more than 15 pages and repeat much of the same information. Revise these three sections of the document to
eliminate repetition among them and to provide one summary in plain English which highlights the most material information in this transaction. In doing so, be certain to include a summary of the
fairness determination made by each person filing the Schedule 13E-3, the filing persons' conflicts of interest, termination fees, "sponsor" fees, etc.

RESPONSE

        We
have revised the preliminary proxy statement to eliminate the separate "Summary" section in its entirety. In doing so, we have expanded the disclosure in the Summary Term Sheet, in
particular to address those items specified in your comment. We also have revised the Q&A section to eliminate redundancies with the revised Summary Term Sheet.

3.Revise
the summary and the tax section to eliminate the term "certain" and clarify that you have summarized all material federal tax consequences of the transaction with respect to the
company, its affiliates, and unaffiliated security holders. See Item 1013(d) of Regulation M-A. Include disclosure of any tax consequences to the company or the affiliates that are
more favorable than the tax consequences to the unaffiliated security holders.

RESPONSE

        We
have revised the caption in the text to read "Material United States Federal Income Tax Considerations" and have clarified the disclosure accordingly. This disclosure applies to all
U.S. Holders of Insight common stock who receive cash in exchange for all of their shares of Insight common stock. We have not addressed federal income tax considerations for Non-U.S.
Holders because such treatment may depend, in part, upon the country in which such holder resides, as well as any other special circumstances that may exist, and we believe there are very few
Non-U.S. Holders of Insight common stock. Accordingly, we do not believe such disclosure would be meaningful.

        We
have added disclosure under "Special Factors—Effects of the Merger" on pages 44 and 45 of the amended proxy statement to clarify the federal tax treatment of the merger to
both the Insight stockholders that will not have a continuing interest in the Surviving Corporation and the Continuing Investors. These are the only material federal income tax consequences to Insight
or its affiliates that are more favorable than the tax consequences to the unaffiliated Insight stockholders.

        We
also have revised the cross-reference to the tax section on page vi of the summary term sheet. We respectfully submit that this disclosure succinctly states the only material federal
tax consequence (i.e., that the receipt of cash for shares of Insight common stock will be taxable) to Insight stockholders being asked to vote upon the
transaction.

3

Who are the continuing investors?, page v

4.We
note that other Insight security holders not identified here will have an opportunity to exchange all of their Insight securities for securities of the acquiring entity, which will
result in their ownership of securities in the surviving entity. Identify these security holders in your response, with a view toward disclosure, and tell us why these persons are not affiliates
engaged in this Rule 13e-3 transaction and should not be filing persons on the Schedule 13E-3.

RESPONSE

        Certain
members of Insight's management and other Insight stockholders are expected to become Continuing Investors. In addition to the stockholders who have already agreed to be
Continuing Investors and that are identified in the amended proxy statement, Acquisition expects to invite as Continuing Investors:

•Two
executive officers of Insight (representing 10,000 shares of Insight common stock in the aggregate);

•Six
officers of Insight that hold 623,363 Loan Program Exchange Shares in the aggregate, a portion of which are required to be rolled over under the exchange
agreement described in the proxy statement;

•Approximately
ten other officers of Insight (representing approximately 15,000 shares of Insight common stock in the aggregate);

•Nine
relatives of Sidney Knafel (representing 276,770 shares of Insight common stock in the aggregate);

•Thomas
L. Kempner's secretary, five trusts for the benefit of Mr. Kempner and certain members of his family and five other relatives of Mr. Kempner
(representing 733,911 shares of Insight common stock in the aggregate); and

•Eight
associates of Mr. Knafel and three associates of Mr. Willner (representing 421,409 shares of Insight common stock in the aggregate).

        We
will conclusively determine the final Continuing Investors prior to mailing definitive proxy materials, and all disclosures regarding the Continuing Investors in the proxy statement
will be submitted for your review prior to mailing definitive proxy materials.

        Insight
will use the Staff's Current Issues and Rulemaking Projects Outline, dated November 14, 2000 (the "Current Issues Outline"), for guidance as to which of the Continuing
Investors are "affiliates" of the issuer within the scope of Rule 13e-3(a)(1) and whether such affiliates are deemed to be engaged, directly or indirectly, in the going private
transaction. Insight understands that the Staff consistently has taken the position that members of senior management of an issuer that is going private are affiliates of that issuer and that
depending on the particular facts and circumstances of the transaction, such members of management also might be deemed to be engaged in the transaction. Any such persons that are affiliates engaged
in the going private transaction will incur a Schedule 13E-3 filing obligation and Insight's Schedule 13E-3 will be amended to include these filing persons.

5.In
addition, we note from page 6 and elsewhere in the document that Carlyle, referred to in the background section as one of the "buyers" of the company, will provide
$606 million in cash toward the $672 million needed to finance this transaction and will hold Series B Voting Preferred Stock in the surviving entity, which will vote with the
Series A Voting Preferred Stock together as one class and the Series B Preferred Stockholders will be entitled to elect 4 of the 9 directors of the surviving entity. We note from the
Schedule 13D that Carly