UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): DECEMBER 31, 2004



                      INSIGHT COMMUNICATIONS COMPANY, INC.
             (Exact name of Registrant as specified in its charter)


        DELAWARE                      0-26677                   13-4053502
(State of incorporation)       (Commission File No.)          (IRS Employer
                                                           Identification No.)

                                 810 7TH AVENUE
                            NEW YORK, NEW YORK 10019
                    (Address of principal executive offices)


                  Registrant's telephone number: (917) 286-2300


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     In connection with our initial public offering in July 1999, certain of our
employees  received  shares of our common stock. In October 1999 and April 2000,
we made non-recourse loans to certain of these employees,  the proceeds of which
were used to satisfy the individual  income tax obligations  with respect to the
receipt of these shares. The loans that remained  outstanding as of December 31,
2004 (the "Loans") were  represented by notes with identical  terms secured by a
pledge of the shares of common stock received by the individuals.  The Loans had
a scheduled  maturity date of October 1, 2009 and accrued interest at the annual
rate of 5.07%,  with  accrued  interest  payable on October 1 of each year.  The
Loans, including accrued interest,  were payable by employees 180 days following
the  termination of their  employment,  except that certain  debtors who are now
former   employees  were  granted  an  additional  12  months   following  their
termination  of  employment  to repay  their  respective  Loans.  The  aggregate
principal  amount of the Loans as of December  31, 2004 was  approximately  $4.3
million.  None of the Loans were owed by executive  officers or former executive
officers.

     Between  December  8 and  31,  2004,  we  made  an  offer  to  each  of the
individuals with a Loan obligation to:

     o    cancel such  individual's  Loan (including  accrued interest) upon the
          surrender to us of such  individual's  pledged shares (the  "Shares");
          and

     o    issue  restricted  shares of our Class A common stock (the "Restricted
          Stock") as an incentive  to surrender  the Shares and, (i) in the case
          of current  employees,  to encourage the employee's  long-term  future
          performance,  and (ii) in the case of former employees, to reward such
          former employees for their past services to us.

     As of December 31, 2004,  each of the  individuals  with a Loan  obligation
accepted the offer and  surrendered  an  aggregate  of 395,210  shares of common
stock in cancellation of the aggregate $4.3 million of Loans.  The closing price
of our Class A common stock on such date was $9.27.  Within five  business  days
after we receive  stockholder  approval of certain amendments to our 1999 Equity
Incentive Plan, which amendments relate to the issuance of the Restricted Stock,
the  employees  and former  employees  will be granted an  aggregate  of 825,641
shares of Restricted Stock.

     EMPLOYEE  RESTRICTED STOCK - The Restricted Stock to be issued to employees
will vest in five equal installments  beginning on November 15, 2005. Any shares
of Restricted Stock that have not vested on or before a voluntary termination of
employment,  involuntary  termination of employment without cause or termination
of employment  with cause will be forfeited.  All of the  Restricted  Stock will
become fully vested and nonforfeitable  upon (a) a change of control (as defined
in the  Restricted  Stock  agreement) or (b) a termination  of employment due to
death or disability.

     FORMER EMPLOYEE  RESTRICTED  STOCK - Fifty percent of the Restricted  Stock
will  vest on the  date  of  grant  and  the  balance  will  vest in five  equal
installments  beginning on November 15, 2005. All of the  Restricted  Stock will
become  freely  transferable  upon (a) a change of  control  (as  defined in the
Restricted Stock agreement) or (b) death or disability.

ITEM 8.01. OTHER EVENTS.

     On July 2, 2004, we entered into an agreement with Comcast Cable  Holdings,
LLC (formerly  known as AT&T Broadband,  LLC) and certain other  subsidiaries of
Comcast Corporation to acquire the telephone business conducted by Comcast Cable
in the  markets  served  under our joint  operating  agreement.  Under the joint
operating   agreement,   we  leased  certain   capacity  on  our  local  network
infrastructure  to Comcast  Cable for which we  received a fee,  and we provided
certain services and



support  for which we received  additional  payments  related to  installations,
marketing  and billing.  Comcast  Cable  provided the  necessary  switching  and
transport.  By acquiring ownership of the telephone business from Comcast Cable,
we have gained both operational and strategic control over this business.

     The acquisition  was completed on December 31, 2004.  Comcast Cable paid us
approximately $13.0 million, representing an agreed upon amount of $20.0 million
adjusted  for working  capital and cash flow items  estimated  as of the closing
date.  Additionally,  as part of the agreement,  Comcast Cable transferred to us
certain fixed assets related to the telephone  business and is providing us with
certain post-closing transition services.




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                          INSIGHT COMMUNICATIONS COMPANY, INC.



Dated: January 6, 2005                    By: /s/ Elliot Brecher
                                              --------------------------------
                                              ELLIOT BRECHER
                                              Senior Vice President
                                                 and General Counsel