Exhibit 99.2



From:    Michael Willner

Date:    March 7, 2005

Re:      Proposed Transaction Involving Insight Communications

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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.