UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C 20549


                               SCHEDULE 13G

                 Under the Securities Exchange Act of 1934


                            (Amendment No. 1)*

                   Insight Communications Company, Inc.
                             (Name of Issuer)

                            Class A Common Stock
                      (Title of Class of Securities)

                                 45768V108
                              (CUSIP Number)

                              December 31, 2001
          (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]  Rule 13d-1 (b)

[ ]  Rule 13d-1 (c)

[X]  Rule 13d-1 (d)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP No. 45768V108               13G              Page 2 of 4 Pages

1)    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Vestar Capital Partners III, L.P.
      13-3297584

2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a) / /
                                                                 (b) / /

3)   SEC USE ONLY

4)   CITIZENSHIP OR PLACE OF ORGANIZATION
      USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5)   SOLE VOTING POWER
      4,921,723

6)   SHARED VOTING POWER
      0

7)   SOLE DISPOSITIVE POWER
      4,921,723

8)   SHARED DISPOSITIVE POWER
      0

9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,921,723

10)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      9.8

12)   TYPE OF REPORTING PERSON*

      PN


CUSIP No. 45768V108               13G              Page 3 of 4 Pages
Item 1. (a)    Name of Issuer:

               Insight Communications Company, Inc.

Item 1  (b)    Address of Issuer's Principal Executive Offices:

               810 Seventh Avenue, New York, NY  10019

Item 2. (a)    Name of Person Filing:
               Vestar Capital Partners III, L.P.

Item 2  (b)    Address of Principal Business Office:

               245 Park Avenue, 41/st/ Floor, New York, NY 10167

Item 2  (c)    Citizenship:

               USA

Item 2  (d)    Title of Class of Securities:

               Class A Common Stock

Item 2  (e)    CUSIP Number:

               45768V108

Item 3         N/A

Item 4.        Ownership.

        (a)    Amount Beneficially Owned:

               4,921,723

        (b)    Percent of Class:

               9.8%


CUSIP No. 45768V108             13G              Page 4 of 4 Pages

         (c)   Sole power to vote or direct the vote or to dispose or direct the
               disposition is held as indicated above in this item.

Item 5.        Ownership of Five Percent or Less of a Class.
               N/A

Item 6.        Ownership of More than Five Percent on Behalf of Another.

               No partner of the reporting partnership has an indirect interest
in shares of Common Stock which exceed 5% of the shares outstanding at December
31, 1999.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on by the Parent
                 Holding Company.

                 N/A

Item 8.          Identification and Classification of Members of the Group.

                 N/A

Item 9.          Notice of Dissolution of Group.

                 N/A

Item 10.         Certifications.

                 N/A. The securities were acquired prior to registration thereof
under Section 12 of the Act.

                                     SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date: February 14, 2002

Vestar Capital Partners III, L.P
By:  Vestar Associates III, L.P.
Its: General Partner
  By:  Vestar Associates Corporation III
  Its: General Partner
  By:  /s/ Prakash A. Melwani
  Its: Managing Director