UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): JULY 21, 2005



                              INSIGHT MIDWEST, L.P.
             (Exact name of Registrant as specified in its charter)


        DELAWARE                     333-33540                  13-4079232
(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


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE CONTRACT.

     Insight  Midwest  Holdings,  LLC  ("Midwest  Holdings"),   a  wholly  owned
subsidiary of Insight Midwest, L.P., holds all of the outstanding equity of each
of the  operating  subsidiaries  and serves as borrower  under a $1.975  billion
credit facility (the "Midwest Holdings Credit Facility").

     As of July 21,  2005,  the Midwest  Holdings  Credit  Facility was amended,
among other  things,  (i) to  refinance  the  existing  $1.1 billion Term B loan
facility by reducing the applicable  margins for LIBOR rate  borrowings and (ii)
to adjust the maximum total leverage ratio covenant.






                                   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 hereunto duly authorized.

                                       INSIGHT MIDWEST, L.P.



Dated: July 27, 2005                   By: /s/ Elliot Brecher
                                           --------------------------------
                                            ELLIOT BRECHER
                                            Senior Vice President
                                               and General Counsel