Exhibit 99.2

                   INSTRUCTIONS TO REGISTERED HOLDER AND/OR
        BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
                                      OF
                             INSIGHT MIDWEST, L.P.
                             INSIGHT CAPITAL, INC.
                         9 3/4% Senior Notes due 2009

  To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

  The undersigned hereby acknowledges receipt of the Prospectus, dated April
  , 2000 (the "Prospectus") of Insight Midwest, L.P. a Delaware limited
partnership ("Insight Midwest"), and Insight Capital, Inc., a Delaware
corporation ("Insight Capital" and together with Insight Midwest, the
"Issuers"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuers' offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.

  This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to action to be taken by you relating to the Exchange
Offer with respect to the 9 3/4% Senior Notes due 2009 (the "Notes") held by
you for the account of the undersigned.

  The aggregate face amount of the Notes held by you for the account of the
undersigned is (fill in amount):

  $         of the 9 3/4% Senior Notes due 2009.

  With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

  [_]TO TENDER the following Notes held by you for the account of the
     undersigned (Insert principal amount of Notes to be tendered, if
     any): $      .

  [_]NOT TO TENDER any Notes held by you for the account of the undersigned.

  If the undersigned instruct you to tender the Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in
the Letter of Transmittal that are to be made with respect to the undersigned
as a beneficial owner, including but not limited to the representations that
(i) the undersigned's principal residence is in the state of (fill in state)
      , (ii) the undersigned is acquiring the Exchange Notes in the ordinary
course of business of the undersigned, (iii) the undersigned is not
participating, does not participate, and has no arrangement or understanding
with any person to participate, in the distribution of the Exchange Notes,
(iv) the undersigned acknowledges that any person participating in the
Exchange Offer for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities
Act of 1933, as amended (the "Act"), in connection with a secondary resale
transaction of the Exchange Notes acquired by such person and cannot rely on
the position of the Staff of the Securities and Exchange Commission set forth
in no-action letters that are discussed in the section of the Prospectus
entitled "Exchange Offer--Registration Rights Agreement," and (v) the
undersigned is not an "affiliate," as defined in Rule 405 under the Act, of
the Issuers or any of their subsidiaries; (b) to agree, on behalf of the
undersigned, as set forth in the Letter of Transmittal; and (c) to take such
other action as necessary under the Prospectus or the Letter of Transmittal to
effect the valid tender of such Notes.

                                   SIGN HERE
 Name of beneficial owner(s): ________________________________________________
 Signature(s): _______________________________________________________________
 Name (please print): ________________________________________________________
 Address: ____________________________________________________________________
    _______________________________________________________________________
    _______________________________________________________________________
 Telephone number: ___________________________________________________________
 Taxpayer Identification or Social Security Number: __________________________
 Date: _______________________________________________________________________