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): April 4, 2006



                      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.

     On April 7, 2006, Insight  Communications  Company, Inc. (the "Registrant")
issued a press release  announcing that it entered into an employment  agreement
(the  "Employment  Agreement")  with Hamid R. Heidary to serve as Executive Vice
President, Central Operations, of the Registrant. A copy of the press release is
being  furnished  as  Exhibit  99.1 to this  report and  incorporated  herein by
reference.

     Pursuant to the terms of the Employment Agreement, Mr. Heidary will receive
a starting annual base salary of $350,000. In addition, Mr. Heidary will receive
an annual incentive bonus equal to (a) 50% of his base salary earned during 2006
and 2007 and (b) 50% of his base salary earned between January 1, 2008 and March
27, 2008.  Thereafter,  his  eligibility  for a bonus will be  determined by the
bonus  program  in  effect  for  comparable   senior  members  of   Registrant's
management.  In addition to the annual  incentive  bonus,  Mr.  Heidary  will be
eligible  to  participate  in  the  management  bonus  pool  established  in the
Securityholders Agreement entered into among the Company and its shareholders in
an amount to be determined in  accordance  with the terms and  provisions of the
Securityholders Agreement.

     Pursuant to the terms of the Employment Agreement, Mr. Heidary will receive
a lump sum, one-time sign-on bonus of $100,000.  This payment is contingent upon
his continued  employment with the Registrant.  If Mr. Heidary is terminated for
Cause (as defined in the  Employment  Agreement) or if he should resign  without
Good Reason (as defined in the Employment  Agreement)  within 12 months of March
27,  2006,  Mr.  Heidary  will be required to repay the signing  bonus amount in
full. Mr. Heidary also will be entitled to participate in the standard  benefits
available to Registrant's personnel.  The Employment Agreement also provides Mr.
Heidary with the use of an automobile.

     Pursuant to the terms of the Employment Agreement, Mr. Heidary will receive
under the terms of the  Registrant's  2005 Stock  Incentive Plan 1,850 shares of
the Registrant's Series F non-voting common stock. Such shares will vest on each
of the first, second, third, fourth and fifth anniversaries of the issue date.

     Pursuant  to  the  terms  of the  Employment  Agreement,  if Mr.  Heidary's
employment is  terminated  without Cause or if he resigns for Good Reason within
two years of March 27, 2006 (the "Term"), the Registrant will pay Mr. Heidary as
liquidated damages:

     o    his prorated (based on the number of days preceding termination) bonus
          for the calendar year in which the termination occurred, as determined
          in accordance with his then existing bonus  arrangement,  which amount
          will be payable within 10 days of the date of termination, and

     o    continued  payment of his base salary and benefits (to the extent they
          are  available)  for the  greater  of the  balance  of the  Term or 12
          months,  which  will be payable in  installments  on the  Registrant's
          regular payroll dates.

     If Mr.  Heidary's  employment is terminated  without Cause or if he resigns
for Good Reason after two years of March 27, 2006, the  Registrant  will pay Mr.
Heidary as liquidated damages:

     o    his prorated (based on the number of days preceding termination) bonus
          for the calendar year in which the termination occurred, as determined
          in accordance with his then existing bonus arrangement.  To the extent
          such  bonus  includes  amounts  earned  during  the first two years of
          employment, such amounts will be payable within 10 days of the date of
          termination.  Any other prorated bonus will be payable at such time as
          other  bonuses  are paid with  respect to the  relevant  period and in
          accordance with normal payroll policies; and



     o    continued  payment of his base salary and benefits (to the extent they
          are available) for 12 months, which will be payable in installments on
          the Registrant's regular payroll dates.



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 April 7, 2006









                                   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: April 7, 2006                   By:  /s/ Elliot Brecher
                                           --------------------------------
                                           Elliot Brecher
                                           Senior Vice President
                                              and General Counsel

EX-99

                                                                    Exhibit 99.1


[GRAPHIC OMITTED]


Contact:  Sandra  Colony | Senior Vice  President,  Corporate  Communications  |
Insight Communications | 917-286-2300
FOR IMMEDIATE RELEASE

INSIGHT ANNOUNCES NEW EXECUTIVE VICE PRESIDENT OF CENTRAL OPERATIONS

NEW YORK - April 7, 2006 - Insight Communications has appointed Hamid R. Heidary
to the position of  executive  vice  president,  central  operations,  effective
immediately.  Dinni Jain, Insight's president and chief operating officer,  made
the announcement.

Heidary  will  oversee  all  of  Insight's  central  support  operations,  which
encompass  the  areas  of  network   operations,   engineering  and  information
technology. He will report to Jain and will be based primarily in New York.

Heidary   brings  to  Insight   more  than  20  years  of   experience   in  the
telecommunications and data networking industries. In his past positions, he has
served as COO of Iesy  Hessen  GmbH,  a cable  television  operator  in  Hessen,
Germany,   and  CTO  of   NTL:Europe,   a   multinational   cable  operator  and
telecommunication service provider. During his career, he has held various other
executive  technical and management  positions  with NTL UK, C-Cor  Electronics,
Inc. and Allen Bradley.

Heidary received a BSEE and MSEE from Southern Illinois University,  an MBA from
California Coast University and a certificate of corporate directorship from the
Institute of Directors in London.

Insight  Communications  is the 9th largest cable operator in the United States,
serving  approximately  1.3 million  customers in the four contiguous  states of
Illinois, Indiana, Ohio, and Kentucky. Insight offers bundled,  state-of-the-art
services  in  mid-sized  communities,   delivering  analog  and  digital  video,
high-speed Internet, and, in selected markets, voice telephony to its customers.

                                      # # #