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): October 29, 2004


                      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 2.02. Results of Operations and Financial Condition.

         On October 29, 2004, we issued a press release announcing our financial
results for the three and nine months ended September 30, 2004. A copy of the
press release is being furnished as Exhibit 99.1 to this report and incorporated
herein by reference.

         This press release contains disclosure of operating cash flow, system
cash flow and free cash flow, each of which is a financial measure that is not
calculated and presented in accordance with accounting principles generally
accepted in the United States ("GAAP"). Tabular reconciliation of these non-GAAP
measures to the most directly comparable financial measures calculated and
presented in accordance with GAAP are presented on pages 10 and 12 to the press
release. Disclosure regarding management's reasons for presenting these non-GAAP
measures appears on page 6 of the press release.


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 issued on October 29, 2004



                                   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: October 29, 2004                 By: /s/ Elliot Brecher
                                            -----------------------------------
                                            Elliot Brecher
                                            Senior Vice President
                                               and General Counsel