September 14, 2005

By Facsimile and U.S. Mail

J. Kevin Mills, Esq.
Thomas D. Twedt, Esq.
Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Avenue, N.W.
Washington, DC 20036

	Re:	Insight Communications Company, Inc.
		Schedule 13E-3 filed by Insight Communications Company,
Inc.,
Insight Acquisition Corp., Sidney R. Knafel, Michael S. Willner,
Thomas L. Kempner, James S. Marcus, Andrew G. Knafel, et al.
		Preliminary Proxy Statement on Schedule 14A

Dear Messrs. Mills and Twedt:

	We have the following comments on the above-referenced
filing.
Please note that we have limited our review to issues related to
Rule
13e-3:

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).

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.
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.
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.
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 Carlyle will obtain these funds from its affiliate, TC
Group, LLC.  Please provide us your analysis regarding why Carlyle
and TC Group, LLC should not be filing persons on the Schedule
13E-3.
Refer to section II. D. 3. of our Current Issues Outline, publicly
available on our website, www.sec.gov, for further guidance on the
determination of when purchasers become affiliates engaged in the
Rule 13e-3 transaction.

Cautionary Statement Regarding Forward-Looking Statements, page xi
6. Revise the concluding paragraph of this section to clarify your
obligation pursuant to Rules 13e-4(c)(3) and 13e-4(e)(3) to amend
the
Schedule to reflect a material change in the information
previously
disclosed.

Summary
7. We note from page 4 that the fairness opinions of the financial
advisors do not address the fairness of the transaction to
dissenting
security holders.  Why have dissenting security holders been
excluded?  How can the advisors provide an opinion that excludes a
group of security holders that has yet to be identified?  What if
all
of the unaffiliated security holders dissent?

Special Factors, page 11
8. Revise the order of the document so that the special factors
section includes the disclosure required by Items 7, 8 and 9 of
Schedule 13E-3 immediately after the summary term sheet.  See Rule
13e-3(e)(1)(ii).  Currently, this information follows an in-depth
discussion of the structure of the merger.  While this information
is
important, particularly as it describes the effects of the merger,
the current order of the document does not adequately highlight
the
Item 7, 8 and 9 information.

Primary Benefits and Detriments of the Merger, page 22
9. There appears to an error in the sixth bullet point on page 23.
Please clarify.
10. We note from the penultimate bullet point on page 23 that
there
are other benefits to affiliates not described here.  Revise this
section to provide a reasonably detailed list of all benefits and
detriments of the transaction for the company, affiliates and
unaffiliated security holders.  See Instruction 2 to Item 1013 of
Regulation M-A.
Effects of the Merger on Insight`s Net Book Value and Net Loss,
page
24
11. Please tell us when you intend to complete this table.

Background of the Merger, page 24
12. Revise to clarify what about the trading prices of Insight`s
Class A common stock led Messrs. Knafel and Willner to begin
considering a management-led buyout of the company.  For example,
did
they consider the stock to be undervalued?  Were prices at an
historical low?
13. Refer to pages 24-5.  Clarify why the discussions with the
first
investment firm ended.  Disclose how many investment firms were
contacted in the fall of 2004 and why those discussions ended, as
well.
14. With a view toward disclosure, tell us how Dow Lohnes and
Morgan
Stanley were chosen to advise the insiders.
15. On page 25 you state "Ultimately, this investment firm
determined
not to proceed with a transaction at as high a valuation range as
Carlyle and consequently the parties were not able to reach an
agreement in principle to proceed."  Please clarify this
statement.
For example, are you referring to value to the unaffiliated
security
holders, or value of the entire transaction?

16. Provide us copies of the complaints, answers, and any material
filings made with respect to the lawsuits discussed on page 27 and
elsewhere in the document.
17. Revise to clarify why the special committee decided to retain
two
financial advisors.  Provide us copies of their engagement letters
on
a supplemental basis.  Disclose what directions were given to the
firms regarding their respective duties, the degree to which they
would work together and how.  In addition, given the disclosure of
past relationships between Citigroup and parties to this
transaction,
it appears that you should revise the disclosure on page 27 that
there was an "absence of investment banking advisory relationships
creating conflict concerns."  It is also unclear if the
description
"independent" is appropriate.  Please revise or advise.  Revise to
clarify whether the special committee was aware of the conflicts
disclosed in Citigroup`s opinion at the time they engaged the
advisor.
18. Revise page 28 to clarify what aspects of the fee structure
were
considered by the special committee and the basis for the special
committee determination that "the fee structure would ensure that
its
financial advisors would not be motivated in favor of a proposed
transaction which was not in the best interests of the public
stockholders."
19. Did the special committee rely on information obtained from
its
financial advisors in its presentation at the meeting on May 11?
Please clarify.
20. We note the reference to presentations made by the affiliates`
financial advisors.  Revise the document to summarize all reports
provided to the affiliates by their advisors, whether written or
oral, preliminary or final, as required by Item 1015(a) of
Regulation
M-A.  Provide all disclosure regarding the advisors required by
Item
1015(b) of Regulation M-A, to the extent you have not done so.
File
all written reports as exhibits to the Schedule 13E-3.  See Item
1016(c) of Regulation M-A.
21. In this regard, we note that it does not appear that you have
summarized each report presented by the special committee`s
financial
advisors in the document.  For example, we note that there are
three
reports filed as exhibits to the Schedule 13E-3, but you have
summarized only one in the document.  Please revise the document
to
summarize each report, whether preliminary or final, oral or
written.

Recommendation of the Special Committee and Board of Directors;
Reasons for Recommending Approval of the Merger, page 38
22. We note that the special committee made its fairness
determination with respect to "holders of shares of Insight Class
A
common stock of Insight (other than the Continuing Investors)."
Please confirm, if true, that the fairness determinations of the
special committee, the board, and each filing person have been
made
with respect to the unaffiliated security holders, as that term is
defined in Rule 13e-3, as required by Item 1014(a) of Regulation
M-A.
23. Revise page 38 to explain how the statement that "the per
subscriber value implied by an $11.75 per share offer price is
approximately $3,400" supports the fairness determination.
24. Revise page 41 to provide additional information regarding why
the special committee and its advisors do not believe net book
value
is an appropriate valuation methodology for this company.
25. If the special committee was aware of the company`s net book
value or liquidation value, revise this section to disclose those
values.
26. The board has not addressed each substantive and procedural
factor in Item 1014 in discussing its fairness determination.
Revise
the discussion to address each factor, if the board did not
consider
one or more of the factors material or relevant to its
determination,
state that and explain why the factor(s) were not deemed important
or
relevant.  See Q&A No. 20 of Exchange Act Release No. 17719 (April
17, 1981).

Opinions of the Financial Advisors, page 43
27. We note the disclosure at the top of page 44, which states
that
the opinions "should not be used or relied upon for any other
purpose."  We note similar disclosure in the Evercore opinion,
included as Annex D.  Evercore`s opinion also states that it
"shall
not confer rights or remedies upon . . . any stockholder, creditor
or
any other person other than the Special Committee."  As these
disclaimers are inconsistent with the disclosure relating to the
opinion, the limitations should be deleted.
28. We note from their respective opinions that the financial
advisors have assumed certain information with respect to the
projections prepared by management.  They have also assumed that
the
terms of the merger and related agreements would not materially
differ from those they reviewed.  Clarify, if true, that
management
confirmed the facts assumed by the Evercore with respect to the
projections.  Also confirm, if true, that the final merger
agreement
and related agreements did not differ materially from those
reviewed
by the financial advisors.
29. Certain of the pages of the exhibits to the Schedule 13E-3 are
in
a font so small that they cannot be read, even on a computer
screen.
See, for example, the page entitle "Estimated Basis for Key
Holders,"
and several pages that follow, which are included in exhibit
(c)(3)
to the Schedule 13E-3.  Review and revise the exhibits to be
certain
that all information can be understood.
30. In addition, the materials filed in EDGAR indicate that there
are
charts and graphics that have been omitted from the filing.  See,
for
example, the May 4, 2005 presentation.  Revise the exhibits to
provide complete copies of the reports that are required to be
filed
by Item 1015 of Regulation M-A.
31. We note that the offer price is below the range indicated by
certain analyses performed by the financial advisors, such as the
minority squeeze out analysis.  Clarify how the financial advisors
reached their fairness opinions despite this information.
32. Revise to disclose the criteria for selection of all
comparable
companies and comparable transactions.  Disclose whether any
companies or transactions fitting these criteria were excluded
from
the analysis and why.

Position of Acquisition and the Affiliated Continuing Investors as
to
the Fairness of the Merger, page 54
33. Revise the introductory paragraph to describe the requirement
that each filing person provide a fairness determination that is
consistent with Item 1014(a) of Regulation M-A.  Currently you
discuss a fairness determination regarding the merger
consideration,
as opposed to the fairness of the transaction.  Please be certain
each fairness determination is consistent with Item 1014 in this
regard.
34. It appears from the background section that the continuing
shareholders did obtain advice from third-party advisors.  Please
advise or revise the second paragraph accordingly.
35. Revise each of the factors listed to discuss them in
reasonable
detail.  For example, how do they expect the information discussed
in
the first bullet point to "affect Insight`s profitability," what
is
the significance of the information disclosed in the second bullet
point, etc.
36. Clarify how these filing persons reached their procedural
fairness determination despite the absence of certain safeguards
discussed in Item 1014 of Regulation M-A.

Projected Financial Information, page 57
37. Revise this disclosure to summarize all projections provided
to
the financial advisors by management.  We note the projections
included in the board books provided as exhibits to the Schedule
13E-
3.
38. With a view toward disclosure, provide us the projections as
they
were presented on April 28, 2005.  Tell us how the projections
changed in the July 27, 2005 update and why.
39. Tell us why management did not consider "any potential
dissolution of the Insight Midwest joint venture" in creating the
July 25, 2005 projections.  We note the disclosure on page 29 that
as
of May 10, 2005, the company was aware that Comcast intended to
seek
dissolution of this joint venture.
40. We note that you have summarized "certain" assumptions upon
which
the projections are based.  Revise to disclose all material
assumptions underlying the projections.
41. Eliminate the disclaimer in the second paragraph of this
section.
While we do not object to the use of qualifying language with
respect
to the projections, we believe that disclaimers of responsibility
that in any way state or imply that investors are not entitled to
rely upon statements made in the proxy statement are unacceptable.
Please revise.

Interests of Certain Persons in the Merger, page 58
42. Fill in the blanks in this section in your next amendment.
43. Revise pages 58-9 to describe "Loan Program Exchange Shares"
and
how and to whom they were issued so that security holders may
understand the significance of this disclosure.

Estimated Fees and Expenses, page 60
44. Revise this or another appropriate section of the document to
disclose all fee information required by Item 1015 of Regulation
M-A
with respect to each of the advisors discussed here, to the extent
you have not done so.  For each, quantify the portion of the
compensation which is contingent on the success of the
transaction.

Certain United States Federal Income Tax Consequences, page 65
45. Tell us what IRS regulations require you to provide the
disclaimer on page 65.  If you are referring to Circular 230,
provide
us your analysis regarding why the requirements of the Circular
apply.  It appears that this disclosure is required to be filed
and
therefore exempt from the legend requirement.  As such, it appears
that the disclaimer is inappropriate and must be deleted.

The Merger Agreement, page 71
46. You state that the "summary of the material terms of the
merger
agreement . . . is qualified by reference to the complete text of
the
merger agreement."  Please eliminate this disclaimer and the
similar
disclaimer in the third sentence of this paragraph, as security
holders are entitled to rely on your disclosure in the document.
Selected Historical Consolidated Financial Data, page 90
47. It is does not appear that you have provided all of the
summary
financial information required by Item 1010(c) of Regulation M-A.
Please revise this section accordingly.
48. Tell us why you believe the pro forma information required by
Item 13(b) of Schedule 13E-3 is not required.

Additional Information, page 99
49. Schedule 13E-3 does not specifically permit "forward
incorporation" of any documents filed under Sections 13(a), 13(c),
14
or 15(d) of the Exchange Act.  Rather, if you make any such
filings,
you must amend the Schedule 13E-3 to specifically incorporate them
by
reference, if necessary.  Please confirm that you will do so and
revise this section to clarify.
50. We note the multiple disclaimers regarding disclosure of the
representations and warranties included in the merger agreement,
as
well as other information, in the proxy statement, the level of
materiality, etc.  Please revise this disclosure to remove any
potential implication that the referenced merger agreement does
not
constitute public disclosure under the federal securities laws.
Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the filing persons, the company and its management are in
possession of all facts relating to their disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from (1) the company, and (2) each of the
filing persons acknowledging that

* the company/filing person is responsible for the adequacy and
accuracy of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company/filing person 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      *  *  *

Please respond to these comments by promptly amending the filings
and
submitting a response letter filed via EDGAR under the label
"CORRESP."  If you do not agree with a comment, please tell us why
in
your response.  Please note that Rule 14a-6(h) requires you to
filed
revised preliminary proxy materials that are marked to show
changes.
Direct any questions to me at (202) 551-3262.  You may also
contact
me by facsimile at (202) 772-9203.

      Sincerely,



      Abby Adams
Special Counsel
      Office of Mergers and Acquisitions
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J. Kevin Mills, Esq.
Thomas D. Twedt, Esq.
September 14, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE