SecProbe.io

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<TYPE>CORRESP
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                                  May 18, 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:  INSIGHT MIDWEST, L.P.
           INSIGHT CAPITAL, INC.
           FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004
           FILED MARCH 31, 2005

           FILE NO. 333-33540
           FILE NO. 333-33540-1

Ladies and Gentlemen:

This letter is in response to the Staff's  letter dated April 22, 2005 addressed
to John Abbot,  Senior Vice  President  and Chief  Financial  Officer of Insight
Midwest, L.P. and Insight Capital, Inc. The following responses are keyed to the
numbered  comments  contained in the Staff's  letter.  Each of the  responses is
preceded by the full text of the Staff's comment.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

USE OF OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION AND FREE CASH FLOW,
PAGE 33

     WITH REGARD TO YOUR DISCUSSION OF 'OPERATING INCOME BEFORE DEPRECIATION AND
     AMORTIZATION' AS ONE OF THE MEASURES YOU USE TO EVALUATE THE PERFORMANCE OF
     YOUR BUSINESSES WE HAVE THE FOLLOWING COMMENTS.

1.   SINCE  YOU  ARE  USING  A  NON-GAAP  MEASURE  AS  A  MEASURE  OF  OPERATING
     PERFORMANCE,  IT IS GENERALLY NOT APPROPRIATE TO EXCLUDE  RECURRING CHARGES
     SUCH AS DEPRECIATION AND AMORTIZATION AND INTEREST EXPENSE.  IF YOU PRESENT
     A NON-GAAP MEASURE THAT EXCLUDES THESE RECURRING CHARGES,  YOU MUST PROVIDE
     DETAILED  DISCLOSURES OF WHY MANAGEMENT BELIEVES A PERFORMANCE MEASURE THAT
     EXCLUDES THESE RECURRING CHARGES IS USEFUL.  EXPAND YOUR CURRENT DISCLOSURE
     TO INCLUDE A DISCUSSION OF:

     o    THE  ECONOMIC  SUBSTANCE  BEHIND  MANAGEMENT'S  DECISION TO USE SUCH A
          MEASURE;

     o    THE MANNER IN WHICH MANAGEMENT  COMPENSATES FOR THESE LIMITATIONS WHEN
          USING THE NON-GAAP FINANCIAL MEASURE.

<PAGE>

     FOR  ADDITIONAL  GUIDANCE REFER TO ITEM 10 OF REGULATION S-K AND QUESTION 8
     OF OUR FREQUENTLY  ASKED QUESTIONS  DOCUMENT ON NON-GAAP  MEASURES WHICH IS
     AVAILABLE ON OUR WEBSITE AT:
     HTTP://WWW.SEC.GOV/DIVISIONS/CORPFIN/FAQS/NONGAAPFAQ.HTM.

  RESPONSE:

     We advise the Staff that the disclosure relating to Operating Income before
     Depreciation and Amortization  was expanded under  Management's  Discussion
     and  Analysis  of  Financial  Condition  and  Results of  Operations in our
     quarterly  report on Form 10-Q for the  quarterly  period  ended  March 31,
     2005.  Please refer to page 17 in this Form 10-Q,  specifically the first 2
     paragraphs under the caption "Use of Operating  Income before  Depreciation
     and Amortization and Free Cash Flow".

2.   IN ADDITION,  AVOID  DISCLOSING  AMBIGUOUS  CONCLUSIONS THAT THE MEASURE IS
     USEFUL TO INVESTORS FOR COMPARING  YOUR  OPERATING  PERFORMANCE  WITH OTHER
     COMPANIES  IN THE  INDUSTRY,  EVEN  THOUGH THE  MEASURE MAY NOT BE DIRECTLY
     COMPARABLE TO SIMILAR  MEASURES USED BY OTHER  COMPANIES.  PLEASE DELETE OR
     REVISE THE DISCLOSURE.

  RESPONSE:

     We advise the Staff  that the  disclosure  relating  to the  comparison  of
     operating  performance  with other  companies  in the  industry was revised
     under  Management's  Discussion  and  Analysis of Financial  Condition  and
     Results  of  Operations  in our  quarterly  report  on  Form  10-Q  for the
     quarterly period ended March 31, 2005. Please refer to page 17 in this Form
     10-Q,  specifically the first paragraph under the caption "Use of Operating
     Income before Depreciation and Amortization and Free Cash Flow".

3.   AS SHOWN IN THE TABLE THE  CAPTION  'OPERATING  CASH  FLOW' IS SIMILAR TO A
     GAAP TITLE AND THEREFORE YOU ARE PROHIBITED  FROM USING THIS TITLE.  PLEASE
     REVISE ACCORDINGLY.

  RESPONSE:

     We will not use the title "Operating Cash Flow" in any future reports filed
     pursuant to the Exchange Act.

CRITICAL ACCOUNTING POLICIES

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLES, PAGE 43

4.   IN LIGHT OF YOUR  DISCLOSURE  ON PAGE F-10 WITH  REGARD TO  PERFORMING  THE
     IMPAIRMENT  TEST BASED ON  GUIDANCE  FROM SFAS 142 AND EITF ISSUES 02-7 AND
     D-108,  YOU SHOULD  REVISE YOUR  DISCLOSURE  TO INCLUDE A DISCUSSION OF THE
     ESTIMATES  AND  ASSUMPTIONS  USED TO DETERMINE  THE FAIR VALUE OF THE THREE
     ASSET GROUPS IDENTIFIED ON YOUR ANNUAL IMPAIRMENT  EVALUATION  PERFORMED ON
     OCTOBER 1, 2004. ALSO PROVIDE A SENSITIVITY  ANALYSIS DEPICTING  REASONABLY
     LIKELY  SCENARIOS HAD OTHER VARIABLES BEEN CHOSEN IN THE  DETERMINATION  OF
     YOUR ESTIMATES.  REFER TO SEC INTERPRETIVE  RELEASE NO. 33-8350  COMMISSION
     GUIDANCE  REGARDING  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
     CONDITION AND RESULTS OF OPERATIONS.

  RESPONSE:

     In future  reports  filed  pursuant to the Exchange  Act, we will include a
     discussion of estimates and assumptions used to determine the fair value of
     the three asset groups identified in our annual impairment evaluation to be
     performed on October 1 of each year.  In addition,  we will include in such
     reports a sensitivity analysis indicating the impact of varying assumptions
     on our impairment evaluation.

5.   WE UNDERSTAND  THAT YOUR BUSINESS  OPERATIONS ARE COMPRISED OF A NETWORK OF
     REGIONAL  SYSTEMS  LOCATED  IN  INDIANA,  KENTUCKY,  ILLINOIS  AND OHIO AND
     MANAGED ON A GEOGRAPHIC  CLUSTERING APPROACH.  IN THIS REGARD, TELL US YOUR
     BASIS FOR  CONCLUDING  THAT YOU HAVE THREE ASSET  GROUPS.  IN YOUR RESPONSE
     PROVIDE A DETAIL  ANALYSIS  OF THE  INDICATORS  FOR  COMBINING  TWO OR MORE
     INDEFINITE-LIVED INTANGIBLE ASSETS AS SET FORTH IN EITF 02-7.

  RESPONSE:

     Paragraph  30 of SFAS  No.  142,  GOODWILL  AND  OTHER  INTANGIBLE  ASSETS,
     indicates "A reporting  unit is an operating  segment or one level below an
     operating segment (referred to as a component). A component of an operating
     segment is a reporting  unit if the  component  constitutes  a business for
     which discrete  financial  information is available and segment  management
     regularly  reviews the operating  results of that component."  Footnotes 17
     and 19 of SFAS No. 142 paragraph 30, reference SFAS No. 131 for definitions
     of an operating  segment and segment  management and footnote 18 references
     EITF 98-3 for guidance on determining  whether an asset group constitutes a
     business.

     At December 31, 2003, the reporting  units used in connection  with testing
     the impairment of intangible  assets were our four operating  cable systems
     (i.e.,  states):  Indiana,   Kentucky,   Illinois  and  Ohio.  (A  detailed
     description  of our operating  systems is provided on pages 9 through 14 of
     our annual  report on Form 10-K for the  fiscal  year  ended  December  31,
     2003.)

     In accordance  with SFAS No. 131, we determined  the four  operating  cable
     systems  (i.e.,  states)  to  be  separate  operating  segments  that  were
     aggregated  into  a  single  operating  segment  for  financial   reporting
     purposes.  Accordingly,  our components (one level below operating segment)
     were the district operations.  As further described in paragraph 30 of SFAS
     no. 142 "...,  two or more  components  of an  operating  segment  shall be
     aggregated  and  deemed  a single  reporting  unit if the  components  have
     similar   economic   characteristics".   The   aggregation   criteria   was
     supplementally  defined  in  paragraph  17 of SFAS No.  131.  Based on this
     guidance,  we aggregated the components  (i.e.,  district  operations) into
     single  reporting  units,  resulting in the four  operating  cable  systems
     (i.e., states) as our SFAS 142 reporting units at December 31, 2003.

     Effective  January 1,  2004,  we  reorganized  our  operations.  Instead of
     operating on a state by state basis,  we formed  three  distinct  operating
     regions:  the East  Region,  the  South  Region,  and the West  Region.  (A
     detailed  description  of our  operating  systems  is  provided  on pages 8
     through  12 of our  annual  report on Form 10-K for the  fiscal  year ended
     December 31, 2004.)

     Thus,  previously where we had four operating cable systems (i.e.,  states)
     effective  January  1,  2004 we had three  cable  operating  systems  (i.e.
     regions).  Along with this change,  we  implemented a number of operational
     and financial changes. For example:

     o    Each cable operating system or region reports to a different  Regional
          SVP of  Operations  and  regional  teams;  each  Regional  SVP reports
          directly to our Chief Operating Officer;

     o    These  regional  teams  are  responsible  for  running  the  sales and
          marketing,  technical and customer service  components for each region
          on a day to day basis;

     o    Budgeting and reforecasting are performed on a region by region basis;
          and

     o    Our  internal  monthly  financial   statements  were  reconfigured  to
          consolidate  at regional  basis and are then  reviewed and analyzed on
          that basis.

     Our three operating cable systems were the units of accounting used to test
     the impairment of our franchise  agreement  intangible assets as of October
     1, 2004. The franchise agreement  intangible assets included in these three
     units of accounting  were the remaining  amounts of the fair value assigned
     to the franchise  agreement as of the initial acquisition of the respective
     operating  system.  We did  not  combine  any of  the  franchise  agreement
     intangible assets acquired in the three separate business combinations into
     a  single  unit  of   accounting   for  purposes  of  testing   impairment.
     Additionally,  we believed the  appropriate  unit of accounting for testing
     impairment  of the  franchise  agreement  asset was not below the operating
     cable system level for the following reasons, each of which is specifically
     contemplated in the consensus of EITF Issue No. 02-7:

     o    The combined  franchise  agreements within each operating cable system
          generate cash flows independent of the combined  franchise  agreements
          of the other operating cable systems.

     o    Each  operating  cable  system,  along with the  respective  franchise
          agreement  intangible  asset,  could be sold  separately  and if sold,
          could include all districts currently included in the respective cable
          system.

     o    The franchise  agreements are used  exclusively by the SFAS 144 assets
          group within the respective operating cable system.

     We have reviewed the other considerations  outlined in EITF 02-7 and do not
     find them applicable.

     Following is a table detailing  Franchise  Costs by cable operating  system
     for the years ended December 31, 2003 and 2004:

<TABLE>
<CAPTION>
<S>             <C>                 <C>                              <C>                  <C>

                                               2003                                                  2004
                                    ---------------------------                           ----------------------------
                                         FRANCHISE COSTS                                        FRANCHISE COSTS
                                    ---------------------------                           ----------------------------
                Indiana                   $      328,090             East Region                $      608,708
                Kentucky                         641,840             South Region                      375,054
                Illinois                       1,242,042             West Region                     1,373,773
                Ohio                             145,563
                                    ---------------------------                           ----------------------------
                      Total                $   2,357,535                     Total               $   2,357,535
                                    ===========================                           ============================

</TABLE>

6.   IN ADDITION,  YOU SHOULD INCLUDE WITHIN THE MD&A AND NOTES THE  DISCLOSURES
     REQUIRED  BY  PARAGRAPH  45C OF  SFAS  142.  FOR  YOUR  GUIDANCE  REFER  TO
     ILLUSTRATION 1 IN APPENDIX C AND REVISE ACCORDINGLY.

  RESPONSE:

     Disclosures  required by paragraph  45c of SFAS 142 will be included in the
     notes to our financial  statements in future  reports filed pursuant to the
     Exchange Act. Such disclosure will include, as appropriate,  the disclosure
     requirements in periods  subsequent to a business  combination as set forth
     in Illustration 1 in Appendix C to SFAS 142.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. RELATED PARTY TRANSACTIONS, PAGE F-19

7.   WE NOTE YOUR DISCUSSION OF YOUR  ACQUISITION OF COMCAST  CABLE'S  TELEPHONE
     BUSINESS IN MARKETS SERVED UNDER YOUR JOINT  OPERATING  AGREEMENT.  TELL US
     MORE ABOUT THE TERMS OF THE  ACQUISITION,  THE PREEXISTING  JOINT OPERATING
     AGREEMENT AND HOW YOU APPLIED THE GUIDANCE IN SFAS 141 AND THE CONSENSUS IN
     EITF 04-1 IN ACCOUNTING FOR THIS  TRANSACTION  UNDER THE PURCHASE METHOD OF
     ACCOUNTING WITH GAIN  RECOGNITION OF $15.6 MILLION.  DISCLOSE THE NATURE OF
     THE  PREEXISTING  RELATIONSHIP  AND THE  MEASUREMENT  OF THE  AMOUNT OF THE
     SETTLEMENT  AND THE VALUATION  USED TO DETERMINE THE  SETTLEMENT  AMOUNT AS
     REQUIRED BY PARAGRAPH 8 OF EITF 04-1.

  RESPONSE:

     Pursuant to our preexisting  joint operating  agreement with Comcast Cable,
     we delivered local telephone  services to our customers in selected markets
     using  our  local  network  infrastructure,  and  switching  and  transport
     furnished by Comcast Cable.  Comcast Cable leased  certain  capacity on our
     local network for a monthly fee, and we also received payments from Comcast
     Cable for certain services related to installations,  marketing and billing
     support of the telephone business.

     On July 2, 2004,  we entered into a Purchase  Agreement  with Comcast Cable
     and  certain  other  subsidiaries  of Comcast  Corporation  to acquire  the
     telephone  business  conducted  in  the  markets  served  under  our  joint
     operating  agreement  and to  terminate  the  preexisting  joint  operating
     agreement.  The Purchase  Agreement  provided that at closing Comcast Cable
     would  pay us $20  million  less the  cumulative  negative  free  cash flow
     incurred by Comcast Cable in operating the telephone  business from June 1,
     2004 through the closing date ("closing  period").  The Purchase  Agreement
     also  provided  for a  customary  adjustment  for  working  capital  of the
     telephone  business as of the closing date.  Additionally,  pursuant to the
     Purchase  Agreement,  Comcast  Cable  agreed to transfer to us upon closing
     certain  fixed assets  related to the  telephone  business  with a value of
     approximately $5.0 million.

     The acquisition closed on December 31, 2004. During the closing period, the
     telephone business generated negative free cash flow of $4.4 million.  This
     resulted  in our  recognition  of an  extraordinary  gain of $15.6  million
     attributable  to the $20 million agreed upon closing cash flow payment.  In
     addition, as of the closing date, there was a working capital adjustment of
     $2.6 million in favor of Comcast Cable,  reflecting current assets o