SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 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): July 31, 2003



                      Insight Communications Company, Inc.
             (Exact name of Registrant as specified in its charter)



        Delaware                       0-26677                 13-4053502
     (State or other             (Commission File Number)    (IRS Employer
 jurisdiction of incorporation)                            Identification No.)

                                 810 7th Avenue
                            New York, New York 10019
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (917) 286-2300





Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired: None

(b) Pro Forma Financial Information: None

(c) Exhibits:


          Exhibit No.          Description
          -----------          -----------

             99.1              Press Release dated July 31, 2003, announcing
                               financial results for the quarter ended June 30,
                               2003 (furnished pursuant to Item 12 of Form 8-K).


Item 12. Results of Operations and Financial Condition.

         We have issued a press release announcing our financial results for the
quarter ended June 30, 2003, and a copy of the press release is being furnished
as Exhibit 99.1 to this report and incorporated herein by reference. The press
release contains disclosure of operating cash flow and system cash flow, both of
which are financial measures that are not calculated and presented in accordance
with Generally Accepted Accounting Principles (GAAP). Page 7 of the press
release contains a tabular reconciliation of operating income, our most directly
comparable financial measure calculated and presented in accordance with GAAP,
to operating cash flow and system cash flow.

         We define operating cash flow as operating income or loss before
depreciation and amortization. Operating cash flow eliminates the uneven effect
on operating income of non-cash depreciation of tangible assets and amortization
of certain intangible assets and, therefore, is useful to management in
measuring the overall operational strength and performance of our company. A
limitation of this measure, however, is that it does not reflect the periodic
costs of certain capitalized tangible and intangible assets used in generating
our revenues. Management evaluates the costs of such tangible and intangible
assets through other financial measures such as capital expenditures and
investment spending. Another limitation of operating cash flow is that it does
not reflect income net of interest expense, which is a significant expense of
our company because of the substantial debt we incurred to acquire our cable
television systems and finance the capital expenditures for the upgrade of our
cable network.

         System cash flow is another non-GAAP financial measure, which we use to
evaluate the underlying operating performance of our cable systems. We define
system cash flow as operating cash flow excluding management fees payable by our
operating subsidiaries to Insight Communications, and excluding the corporate
overhead of Insight Communications. Such management fees are equal to 3% of
system revenues, and are eliminated in consolidation. Corporate overhead is a
component of our selling, general and administrative expenses. System cash flow
is subject to the same limitations as described above for operating cash flow.



         Despite the limitations of operating cash flow and system cash flow,
management believes that the presentation of both financial measures is relevant
and useful for investors because it allows investors to evaluate our performance
in a manner similar to the methods used by management. In addition, operating
cash flow and system cash flow are commonly used in the cable television
industry to analyze and compare cable television companies on the basis of
operating performance, although our measures of operating cash flow and system
cash flow may not be directly comparable to similar measures used by other
companies. Operating cash flow and system cash flow should not be regarded as an
alternative to, or more meaningful than, either operating income or net income
as an indicator of operating performance or cash flows as a measure of
liquidity, as well as other measures of financial performance reported in
accordance with GAAP.


                                   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 thereunto duly authorized.


                                            Insight Communications Company, Inc.


Date: July 31, 2003                         By:   /s/ Elliot Brecher
                                                --------------------
                                                  Elliot Brecher
                                                  Senior Vice President
                                                  and General Counsel