8-K

                                  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): MARCH 8, 2005



                      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)

     |X| 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 8.01. OTHER EVENTS.

     On March 8, 2005,  we issued a press release  announcing  that our Board of
Directors had appointed a special  committee to review a proposal to acquire all
of our  outstanding  publicly  held  Class A common  stock.  A copy of the press
release is being  furnished  as  Exhibit  99.1 to this  report and  incorporated
herein by reference.

     On March 8, 2005, we sent a memo to our employees discussing our receipt of
the  proposal to acquire  all of our  outstanding  publicly  held Class A common
stock. A copy of the memo is being  furnished as Exhibit 99.2 to this report and
incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial Statements of Businesses Acquired - None

(b)  Pro Forma Financial Information - None

(c)  Exhibits:


    EXHIBIT NO.           DESCRIPTION

        99.1              Press release issued on March 8, 2005
        99.2              Memo distributed to employees on March 8, 2005




                                   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: March 8, 2005                     By:  /s/ Elliot Brecher
                                            ---------------------------------
                                              ELLIOT BRECHER
                                              Senior Vice President
                                                 and General Counsel

EX-99

                                                                    Exhibit 99.1

[GRAPHIC OMITTED]




Contact: Sandra Colony | SVP, Corporate  Communications | Insight Communications
| 917-286-2300

FOR IMMEDIATE RELEASE

INSIGHT COMMUNICATIONS' BOARD OF DIRECTORS FORMS SPECIAL COMMITTEE

NEW YORK - MARCH 8,  2005 -  Insight  Communications'  (NASDAQ:  ICCI)  Board of
Directors has appointed a special  committee of independent  directors to review
the proposal received from Insight  co-founders  Sidney R. Knafel and Michael S.
Willner,  together with certain related and other parties, and The Carlyle Group
to acquire all of the outstanding  publicly-held Class A common stock of Insight
Communications.  The  members  of the  special  committee  are  David C. Lee and
Geraldine B. Laybourne.

Insight  Communications  expects  this  process to have no impact on  day-to-day
business operations. Insight does not intend to comment further at this time.

Interested  parties  are urged to read  relevant  documents  as filed by Insight
Communications  with the Securities and Exchange  Commission when such documents
become available because they will contain important information. Free copies of
relevant  documents as filed by Insight  Communications  (when and if available)
and other documents filed on the SEC's web site may be obtained at www.sec.gov.

                                      # # #

EX-99

                                                                    Exhibit 99.2



From:    Michael Willner

Date:    March 7, 2005

Re:      Proposed Transaction Involving Insight Communications

- ------------------------------------------------------------------------

As you may have heard, Sid Knafel (Chairman of Insight's Board of Directors) and
The Carlyle Group (a private  investment firm) and I have proposed a transaction
that would make Insight Communications Company, Inc. a private company.

Under the  proposal,  a new company would be  established  to acquire all of the
outstanding   publicly   held  Class  A  shares  of  Insight  from  its  current
shareholders.  At this time,  the  conversion  to a private  company is merely a
proposal  and will need to be approved by the Board of  Directors of the Company
and a special  committee of the Board in  consultation  with its  advisors.  The
transaction will also need to comply with a wide variety of legal  requirements.
The entire  process  will take  several  months.  You can  expect  that you will
receive further information regarding the transaction as we move forward.

You  should be aware  that being a private  company  will not  change  Insight's
business.  Current management will not change and Sid Knafel and I will continue
to control the company. As a private company, Insight will continue to strive to
provide great customer service and state-of-the-art products to its subscribers.
This transaction  should create no distractions in running our business nor will
it cause any changes in your jobs.

As you know,  many Company  employees have been given the opportunity to acquire
company  stock either  through  compensation  plans or under the 401(k) plan. As
part  of the  conversion  to a  private  company,  there  will  need  to be some
adjustments to these plans as they will operate somewhat differently. We will be
providing  you  with  additional  details  regarding  these  changes  as we move
forward.

We expect that a Hotline will be  established  to help answer your questions and
will provide you with information  regarding the Hotline shortly.  You are urged
to  read  relevant  documents  as  filed  by  Insight  Communications  with  the
Securities and Exchange  Commission  (SEC) when such documents  become available
because they will contain important  information.  You may obtain a free copy of
the  relevant  documents  as  filed  by  Insight  Communications  (when  and  if
available)  and  other  documents  filed  by  Insight   Communications  and  the
Controlling  Shareholders  and  The  Carlyle  Group  at the  SEC's  web  site at
WWW.SEC.GOV.

We look forward to a bright future at Insight.