November 7, 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, Amendment No. 2
      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.
		Revised 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:

Preliminary Proxy Statement
1. We note your response to comment 1 and that you will revise the
proxy statement to provide additional information, including that
on
page 62 (in response to comment 18), once you have finalized those
members of management who will receive equity interests in the
surviving entity rather than be cashed-out.  Note that we may have
additional comments at that time.  We also understand that you
will
provide the acknowledgements requested in our initial closing
comments once all filing persons are identified, as discussed in
your
response to comment 20.
2. Revise to include the summary pro forma information required by
Item 1010(c) of Regulation M-A in the document to be distributed
to
security holders.
3. We reissue comment 19.  We note the added disclosure that,
"These
materials are included or incorporated by reference only to
provide
you with information regarding the terms and conditions of the
agreements, and not to provide any other factual information
regarding Insight, the other parties to such agreements or their
respective businesses."  As discussed in our prior comment, please
revise this language to remove any potential implication that the
referenced disclosure does not constitute public disclosure under
the
federal securities laws.  In addition, we note your statement that
the "representations and warranties were made as of specific
dates,
may be subject to important limitations and qualifications, and
may
have been made for the purposes of allocating contractual risk
between the parties rather than to establish matters as
facts"(emphasis added).  Please tell us why you are unable to
state
this information with certainty, or clarify the disclosure.  Also,
with respect to this disclosure, please be advised that,
notwithstanding the inclusion of a general disclaimer, you are
responsible for considering whether additional specific
disclosures
of material information regarding material contractual provisions
are
required to make the statements included in the proxy statement
not
misleading.

      *  *  *

      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.
November 7, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE