United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     Form 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                           Commission File Number   333-63677-01

                               Phoenix Associates
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                       c/o Insight Communications Company
                               810 Seventh Avenue
                            New York, New York 10019
                                 (917) 286-2300
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    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

      $140,000,000 Aggregate Principal Amount of 10% Senior Notes due 2006
      --------------------------------------------------------------------
            (Title of each class of securities covered by this Form)


       -------------------------------------------------------------------
       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

        Rule 12g-4(a)(1)(i)    [ ]        Rule 12h-3(b)(1)(i)    [X]
        Rule 12g-4(a)(1)(ii)   [ ]        Rule 12h-3(b)(1)(ii)   [ ]
        Rule 12g-4(a)(2)(i)    [ ]        Rule 12h-3(b)(2)(i)    [ ]
        Rule 12g-4(a)(2)(ii)   [ ]        Rule 12h-3(b)(2)(ii)   [ ]
                                          Rule 15d-6             [ ]


Approximate  number of holders of record as of the certification or notice date:
None

Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  Phoenix
Associates  has caused this  certification/notice  to be signed on its behalf by
the undersigned duly authorized person.


Date:    September 30, 2003             By:      /s/ Dennis J. McGillicuddy
                                           -----------------------------------
                                                 Dennis J. McGillicuddy
                                                 Managing Member

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.