[Insight Communications Company, Inc. Letterhead]





                                October 25, 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.
             Revised Preliminary Proxy Statement on Schedule 14A
             Schedule 13E-3, Amendment No. 1

Dear Ms. Adams:

We have received your letter dated October 12, 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 a
further revised preliminary proxy statement and amendment no. 2 to the Schedule
13E-3. Page references in the responses below are to the further revised
preliminary proxy statement, and capitalized terms used but not defined in this
letter have the meanings given them in such proxy statement. Please note that
information for several of the responses below again has been provided to us by
the special committee's financial advisors or principals of Acquisition.

Preliminary Proxy Statement

1. We reissue comments 4, 11 and 42 in light of the fact that the group of
continuing investors has not been finalized. We understand that you will
determine which of the continuing investors are affiliates and provide us your
analysis in that regard. To the extent that you determine that there are
continuing investors that are not affiliates, it appears that you will need to
revise the filing to provide a fairness determination from each filing person
with respect to the unaffiliated security holders who will remain security
holders in the surviving entity. See Q&A No. 19 in Exchange Act Release No.
17719 (April 13, 1981). Please provide us your analysis in this regard.
Furthermore, we reissue comment 48 regarding the need for pro forma until more
information is available regarding the continuing security holders. Finally, it
appears that you should revise the fairness determination with respect to
unaffiliated security holders who are being cashed-out in this transaction to
clarify the fairness of the transaction to them in light of the fact that
selected persons are being provided the option to remain security holders of the
company.

RESPONSE

We expect to be able to identify the anticipated Continuing Investors in early
November, and we will file a revised preliminary proxy statement to include
appropriate disclosures at that time. We also would hope that this
subsequently-filed revised proxy statement could reflect any additional comments
that you may have after reviewing the responses contained in this letter.

With respect to which of the potential Continuing Investors should be deemed
affiliates engaged in this 13e-3 transaction, we believe that the two executive
officers of Insight and the other six officers that hold Loan Program Exchange
Shares identified in the first two bullets of the response to your previous
comment 4, as well as Continuing Investor Holding Company, LLC ("Holdco"), could
be deemed affiliates for purposes of Rule 13e-3. As described on page 48 Holdco
is a new entity being formed by Sidney Knafel and Michael Willner for the sole
purpose of holding Series C Non-Voting Preferred Stock of the Surviving
Corporation on behalf of certain Insight stockholders that are relatives, trusts
for the benefit of relatives or associates of Sidney Knafel, Michael Willner or
Thomas Kempner (essentially, those persons identified in the last three bullets
of the response to your previous comment 4). Sidney Knafel and Michael Willner
will be the sole managers of Holdco and will have the power to exercise all
governance and voting rights of Holdco, except consent of the members would be
required under certain very limited circumstances. This indirect ownership
structure is designed to facilitate the future administration of certain
transactions and other matters pertaining to the Surviving Corporation and its




stockholders. The Holdco controlling persons (Sidney Knafel and Michael Willner)
have signed the Schedule 13E-3; Holdco signed amendment no. 2 to the Schedule
13E-3, which is being filed with this response letter; and the two executive
officers and six other officers of Insight mentioned above are expected to sign
a subsequent amendment to the Schedule 13E-3. Accordingly, at this time, as
discussed below, the only potential Continuing Investors who, in our view,
should not be deemed affiliates engaged in this 13e-3 transaction and,
therefore, should not have to sign the Schedule 13E-3 are the 11 other employees
of Insight who have been invited to be Continuing Investors (the "Employee
Continuing Investors").

The Staff's analysis, set forth in Section II.D.3 of the SEC Division of
Corporation Finance Current Issues and Rulemaking Projects (November 14, 2003),
 as updated (the "Current Issues Outline"), states that "[t]wo separate but
related issues may be raised with respect to the determination of
`filing-person' status in situations where a third party proposes a transaction
with an issuer that has at least one of the requisite `going-private' effects:
first, what entities or persons are `affiliates' of the issuer within the
scope of Rule 13e-3 and, second, when should those affiliates be deemed to be
engaged, either directly or indirectly, in the going private transaction."
"[R]esolution of both issues necessarily turns on all relevant facts and
circumstances of a particular transaction." Id. Based upon the facts
and circumstances outlined below, we believe that the Employee Continuing
Investors are neither "affiliates" nor "engaged" in a Rule 13e-3 transaction,
and thus should not be subject to the filing, dissemination and disclosure
requirements of Schedule 13E-3.

1. Rule 13e-3(a)(i) defines an "affiliate" as "a person that directly or
indirectly through one or more intermediaries controls or is controlled by,
or is under common control with such issuer." The Employee Continuing Investors
consist primarily of regional and district vice presidents and are not part
of Insight's senior management team. None of the Employee Continuing Investors
file reports under Section 16 of the Exchange Act, and none of such persons
are or were, directly or indirectly, in a position to exercise
"control" over Insight at any time prior or subsequent to entering into the
merger agreement.

2. Combined, the Employee Continuing Investors own approximately .05%
(one-half of one-tenth percent) of Insight's outstanding Class A common stock
and none of Insight's super-voting Class B common stock.
These holdings are too minimal to give the Employee Continuing Investors any
control or influence over Insight. Additionally, once the transaction is
complete, Sidney Knafel and Michael Willner will control more than a majority of
the Series C Non-Voting Preferred Stock (which is the class that will be held by
the Employee Continuing Investors), and the Employee Continuing Investors will
hold no shares of Surviving Corporation stock that is entitled to elect
directors of the Surviving Corporation. Accordingly, the Employee Continuing
Investors will be unable to exert any control or influence over the Surviving
Corporation.

3. The Employee Continuing Investors are not a party to any significant business
agreement or contract with Insight as a lender, supplier or customer, and they
have no other significant business relationships with Insight. Additionally,
Insight does not have any plans to enter into any significant business
relationships with any of the Employee Continuing Investors. Consequently, the
Employee Continuing Investors are not, and will not be, in a position as a
lender, supplier, customer or other significant business partner to control or
influence Insight. While the Employee Continuing Investors will be a party to an
exchange agreement with Insight, the only purpose of this agreement is to
facilitate investment in the Surviving Corporation. The exchange agreement gives
no other rights to the Employee Continuing Investors. Additionally, the
transaction is not and was never conditioned on the investment of the Employee
Continuing Investors.

4. None of the Employee Continuing Investors were involved in any way
in the negotiations or Board discussions regarding this transaction.
None of the Employee Continuing Investors were even present at any discussions
of the Insight board of directors involving this transaction. Additionally,
none of the Employee Continuing Investors sat on the special
committee or had any involvement with the special committee or its
deliberations regarding the proposed transaction.

In sum, none of the Employee Continuing Investors can be said to "control"
Insight as "affiliates" because they do not have any business relationships
with Insight aside from their positions as mid-level employees and minimal
stockholders. Additionally, they are not "engaged" in the transaction because
they are not involved in the transaction in any significant way. Where, as
here, the individuals in question have no significant business relationships
with the issuer and have not participated in any discussions or negotiations
of the Insight board of directors regarding the 13e-3 transaction, the


                                     - 2 -



purposes of Rule 13e-3 are not served by requiring those individuals to file
Schedule 13E-3s. None of the abuses (or opportunities for abuses) that
Rule 13e-3 was designed to prevent (i.e. overreaching or unfairness in the
negotiations regarding the transaction) and that could be cured by adding any
of the Employee Continuing Investors as filing persons are present in this
case because the Employee Continuing Investors had no ability to control or
influence Insight, its Board, or the special committee (whether through stock
ownership, participation in negotiations or otherwise). Accordingly, we
respectfully submit that the Employee Continuing Investors are neither
"affiliates" nor "engaged" in a Rule 13e-3 transaction.

We have reviewed Q&A No. 19 in Exchange Act Release No. 17719, and we
respectfully submit that the current disclosure complies with this interpretive
advice. Specifically, Q&A No. 19, in pertinent part, provides that "[i]f
security holders may elect to receive different forms or amounts of
consideration, it is sufficient to disclose a reasonable belief (together with
the bases therefor) that at least one of the alternatives offered is fair to
unaffiliated security holders...." No potential Employee Continuing Investor is
expected or required to become a Continuing Investor, and each potential
Employee Continuing Investor may elect to either receive cash for their Insight
common stock (just like all other public stockholders) or interests in the
Surviving Corporation. As noted above, we expect the holders of Loan Program
Exchange Shares, as well as the two executive officers that are expected to
become Continuing Investors, will be 13E-3 filing persons and, therefore, would
not be deemed to be unaffiliated security holders. The disclosure in the proxy
statement under "Position of Acquisition and the Affiliated Continuing Investors
as to the Fairness of the Merger" provides the reasonable belief (and the bases
therefor) of the 13E-3 filing persons as to the fairness of the cash
consideration to be paid in connection with the merger. The cash merger
consideration is not only one of the alternatives offered to potential Employee
Continuing Investors (which is the requirement of Q&A No. 19), it also is the
only consideration relevant to the primary readers of the proxy statement.
Moreover, a discussion of fairness of consideration other than the cash merger
consideration could be confusing to most readers of the proxy statement and
would be unhelpful and irrelevant to their decision with respect to the merger.

With respect to your previous comment 48, we have filed pro forma financial
statements as an exhibit to amendment no. 2 to the Schedule 13E-3.

Finally, in response to the last sentence of your comment, we have revised the
disclosure under "Position of Acquisition and the Affiliated Continuing
Investors as to the Fairness of the Merger" on page 35.


2. We reissue comment 5. We note that Acquisition was formed for the purpose of
engaging in this transaction, that Carlyle and TC Group, LLC hold all of the
stock in Acquisition, that they have provided or will provide more of the
consideration to be paid in the transaction, and that they will have a
significant interest in the surviving entity. We note that the Current Issues
Outline states,

"Where the purchaser has created a merger subsidiary or other acquisition
vehicle to effect the transaction, moreover, the staff will "look through" the
acquisition vehicle and treat as a separate, affiliated purchaser the
intermediate or ultimate parent of that acquisition vehicles. Accordingly, both
the acquisition vehicle and the entity or person who formed it to acquire the
issuer would have separate filing obligations..."


Carlyle and TC Group are affiliates due to their relationship with senior
management, as discussed in the Current Issues Outline. Please revise the filing
to include Carlyle and TC Group as filing persons on the Schedule 13E-3 and
provide the disclosure required by the Schedule with respect to each new filing
person.

RESPONSE

In response to the Staff's request, amendment no. 2 to the Schedule 13E-3
includes as filing persons Carlyle Partners III Telecommunications, L.P. and
Carlyle Partners IV Telecommunications, L.P. These two investment funds
collectively own more than 96% of the stock of Acquisition (each fund owns
approximately half of that 96% and the remaining 4% is owned by two passive
co-investment funds). Following the closing of the proposed transactions, these
two investment funds will own (in approximately the same proportions) more than
96% of the Class B Voting Stock of the Surviving Corporation and, based on an


                                     - 3 -



assumed contribution by Carlyle of $606.3 million, approximately 96% of all of
the stock of the Surviving Corporation that is not owned by Continuing
Investors. While we continue to believe that independent investment funds such
as these that are not affiliated with Insight should not be required to be
included as Schedule 13E-3 filing persons, we have acceded to the Staff's
position, as expressed in its Current Issues Outline, that filing persons should
include "both the acquisition vehicle and the entity or person who formed it to
acquire the issuer...."

3. We note the allegations in the consolidated complaint regarding specific
provisions in Insight's charter. Please provide us your analysis regarding why
the transaction structure is consistent with the cited charter provisions.

RESPONSE

The allegations in the consolidated complaint were made prior to delivery,
negotiation and execution of agreements related to the proposed transaction and,
therefore, were not based on the terms of the transaction reflected in the final
transaction agreements. In their consolidated complaint, the plaintiffs
contended that, if consummated, the buyer's proposal to acquire the
publicly-traded outstanding common stock of Insight would violate two provisions
of Insight's certificate of incorporation (the "Charter"). As explained below,
the merger is not inconsistent with either of these provisions.

First, the plaintiffs alleged in the complaint that the proposed transaction
would violate Section 5.4(b) of the Charter if shares of Insight's super-voting
Class B common stock were transferred to a newly-formed entity without
subsequently giving effect to an automatic conversion of those shares into an
equal number of shares of Class A common stock. However, the merger will not
violate Section 5.4(b) because, prior to the consummation of the merger, the
holders of Class B common stock will effect a voluntary conversion of their
Class B common stock into Class A common stock pursuant to Section 5.4(a) of the
Charter.

Second, the plaintiffs also alleged in the complaint that the proposed
transaction would violate Section 5.6 of the Charter because, under the proposed
transaction, the holders of Insight's Class A shares would receive cash
consideration in exchange for their shares, while the Class B shares would be
transferred to Acquisition in exchange for Acquisition equity interests. The
merger is conditioned upon, among other things, the approval of a proposed
amendment to the Charter that would make Section 5.6 inapplicable to the merger
and the other transactions contemplated by the merger agreement. Accordingly, if
stockholders approve this Charter amendment (which is set forth as a separate
matter in the proxy statement and on the proxy card), then the merger and
related transactions will not violate Section 5.6.

Background of the Merger, page 1

4. We note the revised disclosure on pages 1-2 in response to comment 12, which
states that Messrs. Knafel and Willner began considering the going-private
transaction at a time when "Insight's stock [was] trading near its historical
lows." If one purpose of the transaction for these parties was to take advantage
of the depressed share price, then revise the discussion on page 1 ("Purpose of
the Merger; Reasons for the Merger") and your response to Item 7 of Schedule
13E-3 accordingly.


RESPONSE

Mr. Knafel and Mr. Willner did not explore a going-private transaction or
significant recapitalization because of short-term movements in Insight's stock
price. Rather, Mr. Knafel and Mr. Willner believed the long-term value of the
company was not being reflected in the stock price, and they wanted to consider
these transactions as vehicles to maximize stockholder value. The disclosure at
the bottom of page 1 carrying over to the top of page 2 has been revised
accordingly.

5. We note from the various lawsuits the allegations that the two members of the
special committee may have conflicts of interest. We also note that the special
committee cites the lack of conflicts in support of its procedural fairness
determination on page 19. It appears you should revise the filing to disclose
these conflicts. In particular, revise to disclose the potential conflict
arising from M[s]. Laybourne's position at Oxygen Media.


                                     - 4 -



RESPONSE

Page 4 has been revised to provide the requested disclosure as to Mr. Lee's
previous employment with Lazard and the relationship between Insight and Oxygen
Media. In this regard, we note that Mr. Lee left Lazard over five years ago, and
that amounts received by Oxygen Media from Insight represent approximately 2% of
Oxygen Media's revenues in 2004. The Insight board of directors determined that
these relationships were not material to, and did not compromise, the
independence of Mr. Lee and Ms. Laybourne. We also note that the disclosed
relationships do not impair the ability of Mr. Lee and Ms. Laybourne to qualify
as "independent directors" (as such term is defined in Rule 4200(a)(15) of
NASDAQ's Marketplace Rules) of Insight. Please note that, as discussed on the
bottom of page 48 carrying over to page 49, in late September 2005, following
execution of the merger agreement in July 2005, Ms. Laybourne was asked to
remain as a director of the Surviving Corporation, and she has agreed to
continue as a director.


6. Please disclose your supplemental response to comment 14.

RESPONSE

The disclosure has been revised as requested. Please refer to page 2.


7. Your revised disclosure on page 2 in response to comment 15 does not clarify
what the affiliates determined to be unfavorable about the terms under
negotiation, causing the negotiations to end. Please provide this information
with respect to the initial firm and the next six firms that were contacted. We
note the special committee's assessment of the termination of these talks, as
disclosed in paragraph 6 on page 17.

RESPONSE

As described in the proxy statement, the discussions with the initial
firm and the next six firms that were contacted were preliminary in nature, and
the parties determined not to proceed with a potential transaction for various
reasons. Presumably each firm made its own individual investment decision based
on a variety of factors that firms would generally take into account when they
evaluate an investment opportunity; however, the respective firms did not
necessarily communicate their reason(s) for not proceeding to Sidney Knafel and
Michael Willner. In the case of the first firm, based on the status of the
negotiations in September 2004, Sidney Knafel and Michael Willner concluded that
the firm was not prepared to go forward with the investment opportunity at that
time at a valuation range for the company that was sufficiently high to make a
potential transaction feasible. Of the next six firms who signed a
confidentiality agreement, one determined not to discuss a potential transaction
further. Four of the firms held preliminary discussions but ultimately
determined not to pursue a transaction after considering the economic terms of a
potential transaction and the governance structure of the post-transaction
company, which would leave Sidney Knafel and his related parties and Michael
Willner in control. With respect to the sixth firm, as already described on page
3, its valuation range for Insight was not as high as Carlyle's, so Sidney
Knafel and Michael Willner determined to pursue a potential transaction with
Carlyle. We have revised the disclosure on page 2 to provide additional
clarifying disclosure.


8. Refer to comment 17. Provide us copies of the engagement letters on a
supplemental basis.

RESPONSE

Counsel for Evercore and Citigroup is simultaneously and supplementally
providing the Staff with copies of Evercore's and Citigroup's respective
engagement letters with Insight.


9. We note your response to comment 19; however, it appears that the May 11
report should be summarized in the filing and filed as an exhibit to the
Schedule 13E-3.

RESPONSE

Evercore and Citigroup have informed us that they do not believe that the May 11
discussion materials should be summarized in the proxy statement or filed as an
exhibit to the Schedule 13E-3. An overview of these discussion materials is
already contained in the proxy statement on pages 7 and 8.

Evercore and Citigroup do not believe that the May 11 discussion materials are a
"report" for purposes of Item 1015(a) of Regulation M-A.


                                     - 5 -



Specifically, the May 11 discussion materials were not prepared for the use of
the special committee or for delivery to Insight or its affiliates (including
the buyers), and such materials were not intended to inform or advise any of
these parties or the unaffiliated security holders of Insight. In addition, the
special committee has informed Insight that it did not rely on or consider the
May 11 discussion materials in making its determination as to the fairness of
the merger consideration.

Furthermore, the May 11 discussion materials are not materially related to the
"fairness of the consideration to be offered to security holders" or the
"fairness of the transaction to the issuer or affiliate or to security holders
who are not affiliates". The May 11 discussion materials did not contain any
views of the financial advisors regarding the fairness of the merger
consideration. Rather, these materials were prepared solely to stimulate and
encourage active negotiations between Evercore and Citigroup, on behalf of the
special committee, and the financial advisors to the buyers. Thus, the May 11
discussion materials should not be considered a "report" for purposes of Item
1015(a) of Regulation M-A.

As a policy matter, Evercore and Citigroup strongly believe that negotiations
between financial advisors should not be constrained by disclosure obligations
and that such negotiations or the discussion materials used as part of such
negotiations are not covered by Item 1015(a). In addition, disclosure of the May
11 discussion materials would not be in the best interests of security holders.
Evercore and Citigroup believe that security holders are best served when
financial advisors have the ability to negotiate to obtain the best possible
result for their client and that they should be able to create negotiating
materials for use with the opposing party without the concern that such
materials will later be made publicly available.

While mindful that this is a "going private transaction" involving a high
disclosure standard, Evercore and Citigroup believe that Insight has fully
complied with all requirements of Item 1015 applicable to them, including by
filing as exhibits to the Schedule 13E-3 all written presentations delivered by
Evercore and Citigroup to the special committee.

For the foregoing reasons, Evercore and Citigroup have advised Insight that the
May 11 discussion materials need not be summarized in the proxy statement or
filed as an exhibit to the Schedule 13E-3. As discussed with the Staff on
October 18, 2005, counsel for Evercore and Citigroup is simultaneously and
supplementally providing the Staff with a copy of the May 11 discussion
materials.


10. We reissue comment 20 in part. We note your response regarding the June 15,
2005 report. Item 1015(a) requires you to disclose and summarize any report an
affiliate received relating to the fairness of the consideration of the fairness
of the transaction. As such, it appears that the report should be filed as an
Exhibit to the Schedule 13E-3 and summarized in the disclosure document. In
addition, tell us whether the affiliates received any other reports, opinions or
appraisals from their financial advisors. It appears that all such reports
should be summarized in the document and filed as exhibits to the Schedule
13E-3.

RESPONSE

Morgan Stanley and Stephens have repeated their position to us that they do not
believe that the June 15, 2005 discussion materials should be summarized in the
proxy statement or filed as an exhibit to the Schedule 13E-3. An overview of the
discussion materials is already contained on page 8 of the proxy statement.

Morgan Stanley and Stephens do not believe that the June 15 discussion materials
are a "report" for purposes of Item 1015(a) of Regulation M-A. Specifically, the
June 15 discussion materials were not prepared for the use of the buyers or for
delivery to the special committee or Insight, and they were not intended to
inform or advise any of these parties. The special committee and the buyers did
receive the presentation materials used by Morgan Stanley and Stephens at the
meeting of the special committee on April 27, 2005, and these presentation
materials have been appropriately summarized in the proxy statement and filed as
an exhibit to the Schedule 13E-3.

Morgan Stanley and Stephens, as advisors to the buyers, were not requested to
express any view as to the fairness of the consideration or the transaction.
Furthermore, the June 15 discussion materials are not materially related to the
"fairness of the consideration to be offered to security holders" or the
"fairness of the transaction to the issuer or affiliate or to security holders


                                     - 6 -



who are not affiliates". Rather, these materials were prepared solely to
facilitate negotiations between Morgan Stanley and Stephens, on behalf of the
buyers, and the financial advisors to the special committee. Thus, the June 15
discussion materials should not be considered a "report" for purposes of Item
1015(a) of Regulation M-A.

As a policy matter, Morgan Stanley and Stephens strongly believe that
negotiations between financial advisors should not be constrained by disclosure
obligations and that such negotiations or discussion materials used as part of
such negotiations are not covered by Item 1015(a).

For the foregoing reasons, Morgan Stanley and Stephens have advised the buyers
and Insight that the June 15 discussion materials need not be summarized in the
proxy statement or filed as an exhibit to the Schedule 13E-3. Nonetheless,
counsel for Morgan Stanley and Stephens is simultaneously and supplementally
providing the Staff with a copy of the June 15 discussion materials. Should the
Staff continue to take a different view, Morgan Stanley and Stephens
respectfully request that they and their legal advisor be able to discuss this
issue with the Staff directly.


11. We reissue comment 21 in part. We note that you indicate that certain of the
financial advisors' presentations updated prior presentations and included
similar types of information. It appears that you should revise the disclosure
to summarize the differences in the results of the analysis or other variations
in the reports.

RESPONSE

The disclosure has been revised as requested. Please refer to pages 7 and 9.

Recommendation of the Special Committee and the Board of Directors;
Reasons for Recommending Approval of the Merger, page 15

12. Refer to comment 25. Please disclose the net book value per share where you
address the reasons why the special committee did not consider this value.

RESPONSE

The disclosure has been revised as requested. Please refer to pages 20
and 22.

13. It appears that the latter portion of paragraph 8 is a negative factor that
should be discussed in that section, along with a discussion of the potential
gain that could result from the dissolution of the joint venture.

RESPONSE

The discussion reflected in the latter portion of paragraph 8 on page 18 has
been specifically discussed in the section regarding negative factors considered
by the special committee in making its determination and recommendation (see
paragraph 7 on page 19). In addition, paragraph 8 on page 19 discusses the
potential sale of the Surviving Corporation or its assets at a valuation higher
than that available in the merger.

Opinions of the Financial Advisors,  page 22

14. We note the revised disclosure in response to comment 27; however, it
appears that you should eliminate the disclaimer that the opinions "are not on
behalf of any stockholder or any other person other than the special committee"
from the disclosure document and the Evercore opinion.

RESPONSE

The disclosure has been revised as requested. Please refer to page 22. In
addition, Evercore has revised its opinion as requested. Please see Annex D of
the proxy statement.


15. We reissue comment 31. Provide some clarification regarding how the
financial advisors reached their fairness determinations despite the fact that
the merger consideration is below the range of implied values in the discounted
cash flows and minority squeeze out analyses and at the bottom of the range of
implied values based on the precedent transactions analysis.


                                     - 7 -



RESPONSE

In response to your previous comment 31, the financial advisors informed Insight
that they considered many analyses in reaching fairness and noted that while the
offer price was below the range indicated by certain analyses, the offer price
was above the range for certain other analyses performed by them. In addition,
the financial advisors have informed Insight that in reaching their respective
fairness opinions, they considered the likelihood of a dissolution of Insight
Midwest in the context of the public statements made on May 10, 2005 by an
executive officer of Comcast Corporation.

While the financial advisors noted that the merger consideration fell below or
at the bottom of the ranges of implied values in the analyses referenced by
the Staff, the financial advisors also noted that the merger consideration
fell within the ranges of implied values for the status quo case peer group
trading analysis and pre-offer research analyst price targets and the
dissolution case discounted cash flow analysis, precedent change of control
analysis and leveraged buyout analysis in a strategic sale. The financial
advisors further noted that the merger consideration fell above the ranges of
implied values for the dissolution case peer group trading analysis and
leveraged buyout analysis in an IPO.

Thus, the financial advisors were able to reach their respective fairness
opinions based on the results of all analyses undertaken by them and
assessed as a whole.

Please see the revised disclosure on page 26.

Position of Acquisition and the Affiliated Continuing Investors as to the
Fairness of the Merger, page 31

16. Revise the document to disclose the clarification in your response to
comment 34.

RESPONSE

The disclosure has been revised as requested. Please refer to the
bottom of page 32 carrying over to the top of page 33.

Material United States Federal Income Tax Consequences, page 48

17. Refer to comment 3. Revise this disclosure to eliminate the description as
"for general information only" and clarify that you have described all material
federal tax consequences of the transaction. Also revise the bolded disclaimer
on page 49. We will not object if you recommend that security holders consult a
tax professional with respect to the tax consequences in their particular
situation.

RESPONSE

The disclosure has been revised as requested. Please refer to page 51.

Estimated Fees and Expenses, page 59

18. We reissue comment 44. We note that you will disclose the fees payable to
Morgan Stanley and Stevens when they are finalized, prior to finalizing this
document.

RESPONSE

The table on page 62 will be completed prior to mailing the definitive proxy
statement, and the footnote to the table will disclose the fees payable to
Morgan Stanley and Stephens.

Additional Information,  page 100

19. We reissue comment 50. Please revise the second, third, fourth and fifth
sentences of the last paragraph of this section to remove any potential
implication that the referenced merger agreement does not constitute public
disclosure under the federal securities laws.

RESPONSE

The disclosure has been revised as requested. Please refer to page 102.


                                     - 8 -



Closing Information

20. We note the acknowledgements made by Insight on behalf of each of the filing
persons. Please provide the requested acknowledgments from each filing person
individually.

RESPONSE

Once additional 13E-3 filing persons are determined, we will provide the
requested acknowledgments from each such person in the form previously provided.


                                  * * * * * * *

We hope you will find this letter responsive to your comments. Your prompt
review of our responses would be greatly appreciated. If you have any questions
regarding these responses, please contact me at 917-286-2300. Please direct any
written correspondence to my attention by fax at 917-286-2301.

                                         Sincerely,



                                        /s/ Elliot Brecher
                                        -------------------------------
                                        Elliot Brecher
                                        Senior Vice President and
                                           General Counsel

cc: Stephen F. Arcano,  Esq.
    Thomas D. Twedt, Esq.
    Jeffery J. Rosen, Esq.
    Joseph H. Schmitt, Esq.