Mail Stop 04-07								April 22,
2005

Via U.S. Mail and Fax (917-286-2302)

John Abbot
Senior Vice President and Chief Financial Officer
Insight Midwest, L.P.
Insight Capital, Inc.
810 Seventh Avenue
New York, New York, 10019

Re:	Insight Midwest, L.P.
	Insight Capital, Inc.
	Form 10-K for the year ended December 31, 2004
      Filed March 31, 2005

	File No. 333-33540
	File No. 333-33540-1



Dear Mr. Abbot:


      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.




Form 10-K for the year ending December 31, 2004

Item 7, Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Use of Operating Income before Depreciation and Amortization and
Free
Cash Flow, page 33

With regard to your discussion of `Operating Income before
Depreciation and Amortization` as one of the measures you use to
evaluate the performance of your businesses we have the following
comments.
1. Since you are using a non-GAAP measure as a measure of
operating
performance, it is generally not appropriate to exclude recurring
charges such as depreciation and amortization and interest
expense.
If you present a non-GAAP measure that excludes these recurring
charges, you must provide detailed disclosures of why management
believes a performance measure that excludes these recurring
charges
is useful.  Expand your current disclosure to include a discussion
of:
* the economic substance behind management`s decision to use such
a
measure;
* the manner in which management compensates for these limitations
when using the non-GAAP financial measure.

For additional guidance refer to Item 10 of Regulation S-K and
Question 8 of our Frequently Asked Questions document on non-GAAP
measures which is available on our website at:
<http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm>.

2. In addition, avoid disclosing ambiguous conclusions that the
measure is useful to investors for comparing your operating
performance with other companies in the industry, even though the
measure may not be directly comparable to similar measures used by
other companies.  Please delete or revise the disclosure.

3. As shown in the table the caption `Operating Cash Flow` is
similar
to a GAAP title and therefore you are prohibited from using this
title.  Please revise accordingly.





Critical Accounting Policies

Goodwill and Other Identifiable Intangibles, page 43

4. In light of your disclosure on page F-10 with regard to
performing
the impairment test based on guidance from SFAS 142 and EITF
Issues
02-7 and D-108, you should revise your disclosure to include a
discussion of the estimates and assumptions used to determine the
fair value of the three asset groups identified on your annual
impairment evaluation performed on October 1, 2004. Also provide a
sensitivity analysis depicting reasonably likely scenarios had
other
variables been chosen in the determination of your estimates.
Refer
to SEC Interpretive Release no. 33-8350 Commission Guidance
Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations.

5. We understand that your business operations are comprised of a
network of regional systems located in Indiana, Kentucky, Illinois
and Ohio and managed on a geographic clustering approach.  In this
regard, tell us your basis for concluding that you have three
asset
groups.  In your response provide a detail analysis of the
indicators
for combining two or more indefinite-lived intangible assets as
set
forth in EITF 02-7.

6. In addition, you should include within the MD&A and notes the
disclosures required by paragraph 45 c of SFAS 142. For your
guidance
refer to Illustration 1 in Appendix C and revise accordingly.


Notes to Consolidated Financial Statements

Note 8.  Related Party Transactions, page F-19

7. We note your discussion of your acquisition of Comcast Cable`s
telephone business in markets served under your joint operating
agreement.  Tell us more about the terms of the acquisition, the
preexisting joint operating agreement and how you applied the
guidance in SFAS 141 and the consensus in EITF 04-1 in accounting
for
this transaction under the purchase method of accounting with gain
recognition of $15.6 million.  Disclose the nature of the
preexisting
relationship and the measurement of the amount of the settlement
and
the valuation used to determine the settlement amount as required
by
paragraph 8 of EITF 04-1.









*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Al Rodriguez, Staff Accountant, at (202)
551-
3370 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3815 with any
other
questions.



							Sincerely,


							Larry Spirgel
							Assistant Director
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John Abbot
Insight Midwest, L.P.
Insight Capital, Inc.
April 22, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE