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:  January 5, 2001


                 Coaxial Communications Of Central Ohio, Inc.
                              Phoenix Associates
                  Insight Communications of Central Ohio, LLC
            (Exact name of Registrant as specified in its charter)


          Ohio                 333-63677                  31-0975825
         Florida              333-63677-01                59-1798351
        Delaware              333-63677-02                13-4017803
(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


Item 5.   Other Events.

       On January 5, 2001, Insight Communications Company, L.P. ("Insight
L.P."), a parent company of Insight Communications of Central Ohio,
LLC ("Insight Ohio"), consummated various agreements with AT&T Broadband, LLC
and its affiliates ("AT&T Broadband") resulting in the contribution to Insight
Midwest, L.P. ("Insight Midwest"), a 50-50 partnership between Insight L.P. and
AT&T Broadband, of additional cable television systems, including Insight Ohio.
Pursuant to such agreements, the following transactions occurred on January 5,
2001:

 .    Insight L.P. exchanged its Claremont, California system for AT&T
     Broadband's system in Freeport, Illinois;

 .    Insight L.P. purchased from AT&T Broadband systems serving approximately
     100,000 customers in Illinois;

 .    Insight L.P. contributed to Insight Midwest the systems purchased from AT&T
     Broadband, as well as all of its other systems not already owned by Insight
     Midwest, including the aforementioned Freeport, Illinois system and
     Insight Ohio (comprising in total approximately 180,000 customers);

 .    AT&T Broadband contributed to Insight Midwest systems located in Central
     and North Central Illinois serving approximately 250,000 customers.

       Both Insight L.P. and AT&T Broadband contributed their respective systems
to Insight Midwest subject to an agreed-upon amount of indebtedness so that
Insight Midwest remains equally owned by Insight L.P. and AT&T Broadband.
Insight L.P. continues to serve as the general partner of Insight Midwest and
manages and operates the Insight Midwest systems. Insight Ohio is an
unrestricted subsidiary under indentures governing senior notes of Insight
Midwest.

Item 7.   Financial Statements and Exhibits.

(a)    Financial Statements - None

(b)    Pro Forma Financial Information - None

(c)    Exhibits:

Exhibit No.        Description
-----------        -----------
   2.1             Asset Contribution Agreement, dated August 15, 2000, by and
                     among, Command Cable of Eastern Illinois Limited
                     Partnership, MediaOne of Illinois, Inc., Northwest Illinois
                     TV Cable Company, S/D Cable Partners, Ltd., TCI American
                     Cable Holdings, L.P., TCI of Bloomington/Normal, Inc., TCI
                     Cablevision of Texas, Inc., UACC Midwest, Inc., United
                     Cable Television of Illinois Valley, Inc., United Cable
                     Television of Southern Illinois, Inc., TCI of Indiana
                     Holdings, LLC, Insight Communications Company, L.P. and
                     Insight Midwest, L.P. ("Asset Contribution Agreement")*


   2.2             Amendment to the Asset Contribution Agreement, dated January
                     5, 2001**

   2.3             Asset Exchange Agreement, dated August 15, 2000, by and
                     between MediaOne of Illinois, Inc. and Insight
                     Communications Company, L.P. ("Asset Exchange Agreement")*

   2.4             Amendment to the Asset Exchange Agreement, dated January 5,
                     2001**

   2.5             Asset Purchase and Sale Agreement, dated August 15, 2000, by
                     and between TCI of Illinois, Inc., TCI of Racine, Inc.,
                     UACC Midwest, Inc. and Insight Communications Company, L.P.
                     ("Asset Purchase and Sale Agreement")*

   2.6             Amendment to the Asset Purchase and Sale Agreement, dated
                     January 5, 2001**

____________
*  Filed as an exhibit to the Current Report on Form 8-K, dated August 15, 2000,
   of Insight Communications Company, Inc. (File No. 0-26677) and incorporated
   herein by reference.

** Filed as an exhibit to the Current Report on Form 8-K, dated January 5, 2001,
   of Insight Communications Company, Inc. (File No. 0-26677) and incorporated
   herein by reference.


                                  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 of Central Ohio, LLC
                                    (Registrant)


Date: January 22, 2001        By:  /s/ Elliot Brecher
                                   ----------------------------------
                                   Elliot Brecher
                                   Senior Vice President
                                     and General Counsel