Exhibit 3.1A


                          CERTIFICATE OF INCORPORATION

                                       OF

                      INSIGHT COMMUNICATIONS COMPANY, INC.


         The undersigned, acting as the incorporator of the corporation hereby
being formed under the General Corporation Law of the State of Delaware,
certifies that:

         FIRST: The name of the corporation is

                INSIGHT COMMUNICATIONS COMPANY, INC.

         SECOND: The address, including the street, number, city and county, of
the registered office of the corporation in the State of Delaware is 30 Old
Rudnick Lane, Suite 100, Dover, Delaware 19901, County of Kent; and the name of
the registered agent of the corporation in the State of Delaware at such address
is LEXIS Document Services Inc.

         THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH: The total number of shares which the corporation shall have
authority to issue is 100, all of which are of a par value of $0.01 each. All
such shares are of one class and are shares of Common Stock.

         FIFTH: The name and address of the incorporator are as follows:

                Name                   Mailing Address

                Elliot Brecher         Cooperman Levitt Winikoff
                                         Lester & Newman, P.C.
                                       800 Third Avenue
                                       New York, NY 10022


         SIXTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.

         SEVENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be






amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.



Signed on March 4, 1999



                                             -----------------------------------
                                             Elliot Brecher, Incorporator