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): SEPTEMBER 28, 2005



                      INSIGHT COMMUNICATIONS COMPANY, INC.
             (Exact name of Registrant as specified in its charter)


        DELAWARE                       0-26677                   13-4053502
(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 8.01 OTHER EVENTS.

     On  September  28,  2005,  we  issued a press  release  announcing  (i) the
commencement  of a consent  solicitation  of holders of our  outstanding 12 1/4%
senior  discount  notes  due  2011  and  (ii)  the  commencement  of  a  consent
solicitation by Insight Midwest,  L.P. and Insight Capital,  Inc., our 50% owned
subsidiaries,  of  holders  of their 9 3/4%  senior  notes  due 2009 and 10 1/2%
senior notes due 2010. A copy of the press release is being furnished as Exhibit
99.1 to this report and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial Statements of Businesses Acquired - None

(b)  Pro Forma Financial Information - None

(c)  Exhibits:

    EXHIBIT NO.           DESCRIPTION

        99.1              Press release dated September 28, 2005



                                   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 COMMUNICATIONS COMPANY, INC.



Dated: September 28, 2005                   By:  /s/ Elliot Brecher
                                                 -------------------------------
                                                 ELLIOT BRECHER
                                                 Senior Vice President
                                                    and General Counsel