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 7, 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 2.02   Results of Operations and Financial Condition.

     On March 7, 2006, the Registrant issued a press release announcing its
financial results for the quarter and year ended December 31, 2005. A copy of
the press release is being furnished as Exhibit 99.1 to this report and
incorporated herein by reference.

     This press release contains disclosure of operating income before
depreciation and amortization and free cash flow, each of which is a financial
measure that is not calculated and presented in accordance with accounting
principles generally accepted in the United States ("GAAP"). Disclosure
regarding management's reasons for presenting these non-GAAP measures, as well
as tabular reconciliation of these non-GAAP measures to the most directly
comparable financial measures calculated and presented in accordance with GAAP,
are presented in the press release under the caption "Use of Operating Income
before Depreciation and Amortization and Free Cash Flow."

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