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