UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2007
Commission file number 0-26677

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

|Delaware(State or other jurisdiction of
incorporation or organization)    |  | 13-4053502(I.R.S. Employer
Identification No.)
|------------------------------------------------------------------------- |  | ----------------------------------------------
|810 7th Avenue
New York, New York(Address of principal executive offices) |  | 10019(Zip code)                               
|Registrant's telephone number, including area code:917-286-2300          

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days.    Yes o No ý

(Note: As a voluntary filer, not subject to the filing requirements, the registrant filed all reports under Section 13 or 15(d) of the Exchange Act during
the preceding 12 months.)

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý


Indicate
by check mark whether the registrant is a shell company (as defined in Exchange Act
Rule 12b-2).    Yes o No ý

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not Applicable



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INSIGHT COMMUNICATIONS COMPANY, INC.        CONSOLIDATED BALANCE SHEETS(dollars in thousands, except share and per share amounts)

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

|                                                                                                                                      |                      | September 30,
2007 |           | December 31,
2006
|------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ------------------ | --------- | -----------------
|
|Assets                                                                                                                                |                      |                    |           |                  
|Cash and cash equivalents                                                                                                             |                      | $                  | 39,576    |                  
|Trade accounts receivable, net of allowance for doubtful accounts of $1,211 and $1,148 as of September 30, 2007 and December 31, 2006 |                      |                    | 31,957    |                  
|Prepaid expenses and other current assets                                                                                             |                      |                    | 8,764     |                  
|                                                                                                                                      |                      |                    |           |                  
|                                                                                                                                      | Total current assets |                    |           | 80,297           
|Fixed assets, net                                                                                                                     |                      |                    | 1,146,142 |                  
|Goodwill                                                                                                                              |                      |                    | 187,982   |                  
|Franchise costs                                                                                                                       |                      |                    | 2,361,959 |                  
|Deferred financing costs, net of accumulated amortization of $32,121 and $29,473 as of September 30, 2007 and December 31, 2006       |                      |                    | 16,817    |                  
|Investments                                                                                                                           |                      |                    | 3,137     |                  
|Other non-current assets                                                                                                              |                      |                    | 2,567     |                  
|                                                                                                                                      |                      |                    |           |                  
|                                                                                                                                      | Total assets         |                    | $         | 3,798,901        
|                                                                                                                                      |                      |                    |           |                  

See
accompanying notes

1

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INSIGHT COMMUNICATIONS COMPANY, INC.        CONSOLIDATED BALANCE SHEETS(dollars in thousands, except share and per share amounts)

|                                                                                                                                   |                                                                                                                                            | September 30,
2007 |           | December 31,
2006 |  
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | ------------------ | --------- | ----------------- | -
|
|Liabilities and stockholders' equity                                                                                               |                                                                                                                                            |                    |           |                   |  
|Accounts payable                                                                                                                   |                                                                                                                                            | $                  | 47,135    |                   | $
|Accrued expenses and other current liabilities                                                                                     |                                                                                                                                            |                    | 58,136    |                   |  
|Accrued property taxes                                                                                                             |                                                                                                                                            |                    | 20,133    |                   |  
|Accrued programming costs (inclusive of $37,323 and $30,677 due to related parties as of September 30, 2007 and December 31, 2006) |                                                                                                                                            |                    | 54,651    |                   |  
|Deferred revenue                                                                                                                   |                                                                                                                                            |                    | 1,303     |                   |  
|Interest payable                                                                                                                   |                                                                                                                                            |                    | 53,453    |                   |  
|                                                                                                                                   |                                                                                                                                            |                    |           |                   |  
|                                                                                                                                   | Total current liabilities                                                                                                                  |                    |           | 234,811           |  
|Deferred revenue                                                                                                                   |                                                                                                                                            |                    | 196       |                   |  
|Deferred tax liability                                                                                                             |                                                                                                                                            |                    | 218,377   |                   |  
|Debt                                                                                                                               |                                                                                                                                            |                    | 2,743,878 |                   |  
|Long term liabilities                                                                                                              |                                                                                                                                            |                    | 874       |                   |  
|Minority interest                                                                                                                  |                                                                                                                                            |                    | 269,783   |                   |  
|Stockholders' equity:                                                                                                              |                                                                                                                                            |                    |           |                   |  
|Voting preferred stock, $.01 par value:                                                                                            |                                                                                                                                            |                    |           |                   |  
|                                                                                                                                   | Series A1,000,000 shares authorized; 848,945 shares issued and outstanding as of September 30, 2007 and December 31, 2006                 |                    |           | 8                 |  
|                                                                                                                                   | Series B1,000,000 shares authorized; 517,836 shares issued and outstanding as of September 30, 2007 and December 31, 2006                 |                    |           | 5                 |  
|Non-voting preferred stock, $.01 par value:                                                                                        |                                                                                                                                            |                    |           |                   |  
|                                                                                                                                   | Series C15,000,000 shares authorized; 13,364,693 shares issued and outstanding as of September 30, 2007 and December 31, 2006             |                    |           | 134               |  
|                                                                                                                                   | Series D50,000,000 shares authorized; 47,015,659 shares issued and outstanding as of September 30, 2007 and December 31, 2006             |                    |           | 470               |  
|Non-voting common stock, $.01 par value:                                                                                           |                                                                                                                                            |                    |           |                   |  
|                                                                                                                                   | Series E5,000,000 shares authorized; 3,555,497 and 3,536,247 shares issued and outstanding as of September 30, 2007 and December 31, 2006 |                    |           | 36                |  
|                                                                                                                                   | Series F100,000 shares authorized; 94,660 and 93,250 shares issued and outstanding as of September 30, 2007 and December 31, 2006         |                    |           | 1                 |  
|Voting common stock, $.01 par value:                                                                                               |                                                                                                                                            |                    |           |                   |  
|                                                                                                                                   | Series G10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2007 and December 31, 2006                      |                    |           |                  |  
|Additional paid-in-capital                                                                                                         |                                                                                                                                            |                    | 827,716   |                   |  
|Accumulated deficit                                                                                                                |                                                                                                                                            |                    | (497,388  | )                 |  
|Accumulated other comprehensive income                                                                                             |                                                                                                                                            |                    |          |                   |  
|                                                                                                                                   |                                                                                                                                            |                    |           |                   |  
|                                                                                                                                   | Total stockholders' equity                                                                                                                 |                    |           | 330,982           |  
|                                                                                                                                   |                                                                                                                                            |                    |           |                   |  
|                                                                                                                                   | Total liabilities and stockholders' equity                                                                                                 |                    | $         | 3,798,901         |  
|                                                                                                                                   |                                                                                                                                            |                    |           |                   |  

See
accompanying notes

2

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INSIGHT COMMUNICATIONS COMPANY, INC        CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)        (dollars in thousands)

|                                                        |                                                                                                                                                                                                                                                                          | Three months ended September 30, |         | Nine months ended September 30, |  
|------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------- | ------- | ------------------------------- | -
|
|
|Revenue                                                 |                                                                                                                                                                                                                                                                          | $                                | 362,336 |                                 | $
|Operating costs and expenses:                           |                                                                                                                                                                                                                                                                          |                                  |         |                                 |  
|                                                        | Programming and other operating costs (exclusive of depreciation and amortization) (inclusive of $52,256 and $155,182, and $47,772 and $135,110 of programming expense incurred through related parties for the three and
nine months ended September 30, 2007 and 2006) |                                  |         | 123,839                         |  
|                                                        | Selling, general and administrative (inclusive of $495 and $1,209, and $335 and $1,219 of stock-based compensation for the three and nine months ended September 30, 2007 and 2006)                                                                                      |                                  |         | 98,878                          |  
|                                                        | Depreciation and amortization                                                                                                                                                                                                                                            |                                  |         | 73,554                          |  
|                                                        |                                                                                                                                                                                                                                                                          |                                  |         |                                 |  
|Total operating costs and expenses                      |                                                                                                                                                                                                                                                                          |                                  | 296,271 |                                 |  
|                                                        |                                                                                                                                                                                                                                                                          |                                  |         |                                 |  
|Operating income                                        |                                                                                                                                                                                                                                                                          |                                  | 66,065  |                                 |  
|Other income (expense):                                 |                                                                                                                                                                                                                                                                          |                                  |         |                                 |  
|                                                        | Interest expense                                                                                                                                                                                                                                                         |                                  |         | (58,742                         | )
|                                                        | Interest income                                                                                                                                                                                                                                                          |                                  |         | 309                             |  
|                                                        | Other expense                                                                                                                                                                                                                                                            |                                  |         | (6,040                          | )
|                                                        |                                                                                                                                                                                                                                                                          |                                  |         |                                 |  
|Total other expense, net                                |                                                                                                                                                                                                                                                                          |                                  | (64,473 | )                               |  
|Income (loss) before minority interest and income taxes |                                                                                                                                                                                                                                                                          |                                  | 1,592   |                                 |  
|Minority interest income (expense)                      |                                                                                                                                                                                                                                                                          |                                  | (9,907  | )                               |  
|                                                        |                                                                                                                                                                                                                                                                          |                                  |         |                                 |  
|Loss before income taxes                                |                                                                                                                                                                                                                                                                          |                                  | (8,315  | )                               |  
|Provision for income taxes                              |                                                                                                                                                                                                                                                                          |                                  | (1,909  | )                               |  
|                                                        |                                                                                                                                                                                                                                                                          |                                  |         |                                 |  
|Net loss                                                |                                                                                                                                                                                                                                                                          | $                                | (10,224 | )                               | $
|                                                        |                                                                                                                                                                                                                                                                          |                                  |         |                                 |  

See
accompanying notes

3

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INSIGHT COMMUNICATIONS COMPANY, INC.        CONSOLIDATED STATEMENT OF CASH FLOWS(unaudited)        (dollars in thousands)

|                                               |                                                                                 | Nine months ended September 30,                   |                                       
|---------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------- | --------------------------------------
|
|
|Operating activities:                          |                                                                                 |                                                   |                                       
|                                               | Net loss                                                                        |                                                   | $                                     
|                                               | Adjustments to reconcile net loss to net cash provided by operating activities: |                                                   |                                       
|                                               |                                                                                 | Depreciation and amortization                     |                                       
|                                               |                                                                                 | Stock-based compensation                          |                                       
|                                               |                                                                                 | Minority interest                                 |                                       
|                                               |                                                                                 | Provision for losses on trade accounts receivable |                                       
|                                               |                                                                                 | Amortization of note discount                     |                                       
|                                               |                                                                                 | Impairment of investment                          |                                       
|                                               |                                                                                 | Deferred income taxes                             |                                       
|                                               |                                                                                 | Loss on disposal of fixed assets                  |                                       
|                                               |                                                                                 | Changes in operating assets and liabilities:      |                                       
|                                               |                                                                                 |                                                   | Trade accounts receivable             
|                                               |                                                                                 |                                                   | Prepaid expenses and other assets     
|                                               |                                                                                 |                                                   | Accounts payable                      
|                                               |                                                                                 |                                                   | Interest payable                      
|                                               |                                                                                 |                                                   | Accrued expenses and other liabilities
|                                               |                                                                                 |                                                   |                                       
|                                               | Net cash provided by operating activities                                       |                                                   |                                       
|                                               |                                                                                 |                                                   |                                       
|Investing activities:                          |                                                                                 |                                                   |                                       
|                                               | Purchase of fixed assets                                                        |                                                   |                                       
|                                               | Sale of fixed assets                                                            |                                                   |                                       
|                                               | Purchase of investments                                                         |                                                   |                                       
|                                               |                                                                                 |                                                   |                                       
|                                               | Net cash used in investing activities                                           |                                                   |                                       
|                                               |                                                                                 |                                                   |                                       
|Financing activities:                          |                                                                                 |                                                   |                                       
|                                               | Repayment of credit facilities                                                  |                                                   |                                       
|                                               | Proceeds from borrowings under credit facilities                                |                                                   |                                       
|                                               | Debt issuance costs                                                             |                                                   |                                       
|                                               | Other                                                                           |                                                   |                                       
|                                               |                                                                                 |                                                   |                                       
|                                               | Net cash (used in) provided by financing activities                             |                                                   |                                       
|                                               |                                                                                 |                                                   |                                       
|Net decrease in cash and cash equivalents      |                                                                                 |                                                   | (3,997                                
|Cash and cash equivalents, beginning of period |                                                                                 |                                                   | 43,573                                
|                                               |                                                                                 |                                                   |                                       
|Cash and cash equivalents, end of period       |                                                                                 | $                                                 | 39,576                                
|                                               |                                                                                 |                                                   |                                       

See
accompanying notes

4

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INSIGHT COMMUNICATIONS COMPANY, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Through our wholly owned subsidiary, Insight Communications Company, L.P. ("Insight LP"), we own a 50% interest in Insight Midwest, L.P. ("Insight Midwest"),
which through its operating subsidiaries, Insight Communications Midwest, LLC ("Insight Communications Midwest"), Insight Kentucky Partners II, L.P. ("Insight Kentucky") and Insight Communications of
Central Ohio, LLC ("Insight Ohio"), owns and operates cable systems in Illinois, Indiana, Kentucky and Ohio which passed approximately 2.5 million homes and had approximately 1.4 million
customer relationships as of September 30, 2007.

Insight
LP is the general partner of Insight Midwest. Through Insight LP, we manage all of Insight Midwest's systems. An indirect subsidiary of Comcast Corporation ("Comcast") owns a 50%
limited partner interest in Insight Midwest. The accompanying consolidated financial statements include our accounts and those of our wholly owned subsidiaries, Insight LP and Insight Cable Services,
LLC.

On
April 1, 2007, Insight Midwest's partnership agreement was amended, and we agreed with Comcast on a division of Insight Midwest's assets and liabilities. Upon completion of the
transaction, we will own 100% of Insight Midwest's cable systems serving customers in Louisville, Lexington, Bowling Green and Covington, Kentucky, in Evansville, Indiana, and in Columbus, Ohio, (the
"Insight Systems Group") and Comcast will own 100% of Insight Midwest's cable systems serving customers in Rockford/Dixon, Quincy/Macomb, Springfield, Peoria and Champaign/Urbana, Illinois and in
Bloomington, Anderson, Lafayette and Kokomo, Indiana (the "Comcast Systems Group"). Pending completion of the transaction, we will continue to serve as general partner and control and manage all of
the cable systems of Insight Midwest and will continue to include the results of Insight Midwest in our consolidated financial statements. In conjunction with the division of assets and liabilities,
the Insight Systems Group was initially allocated approximately $1,259.6 billion of the partnership's debt and the Comcast Systems Group was initially allocated approximately
$1,335.4 billion of the partnership's debt. This debt allocation excludes the $350.0 million outstanding principal amount 121/4% Senior
Discount Notes due 2011 issued by Insight Communications Company, Inc. ("Insight Inc."). The closing is subject to closing conditions, including local governmental approvals and
regulatory approvals, and is expected to be completed by the end of 2007 (see Note 9 "Minority and Preferred Interests").

2. Restatement of Consolidated Financial Statements

As previously described in our amended annual report on Form 10-K/A for the year ended December 31, 2006, as filed on August 15,
2007, we identified an error in our accounting for non-cash income tax expense and deferred taxes. The correction relates to the tax impact of intangible assets arising from certain
business combinations, primarily tax-deductible franchise costs, which is amortized as an expense for tax purposes over 15 years but has not been amortized for financial reporting
purposes since the adoption of SFAS No. 142 "Goodwill and Other Intangible Assets," on January 1, 2002. We record deferred income tax expense and a deferred tax liability related to the
tax-deductible franchise costs. However, in preparing the financial statements, we historically had netted the deferred tax liability related to franchise costs against deferred tax assets
(primarily related to our net operating loss carryforwards) and provided a valuation allowance on the net deferred tax asset balance. Because the deferred tax liability related to franchise costs
could have an indefinite life, it should not have been netted against deferred tax assets with a definite life when determining the required valuation allowance.

As
a result, we did not record the appropriate valuation allowance and related deferred income tax expense. The deferred tax liability described above should have remained on our balance
sheet

5

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indefinitely
unless there were an impairment of franchise costs for financial reporting purposes or the related business entity were disposed of through a sale or otherwise.

Our
prior accounting treatment resulted in an understatement of deferred income tax expense, the related deferred tax liability and goodwill. This resulted in an understatement of net
loss in the amount of $1.9 million and $5.7 million for the three and nine months ended September 30, 2006, in our consolidated financial statements. The correction had no effect
on our revenues, operating income, cash flows or liquidity for any period.

The
effects of this change on the consolidated statements of operations for the three and nine months ended September 30, 2006 and cash flows for the nine months ended
September 30, 2006 are summarized as follows (in thousands).

Consolidated Statements of OperationsAs Previously
Reported

Adjustments

As RestatedThree Months Ended September 30, 2006Benefit (provision) for income taxes

$
94

$
(1,909
)
$
(1,815
)Net loss


(7,728
)

(1,909
)

(9,637
)Nine Months Ended September 30, 2006Provision for income taxes

$
(66
)
$
(5,728
)
$
(5,794
)Net loss


(27,442
)

(5,728
)

(33,170
)


Consolidated Statements of Cash FlowsAs Previously
Reported

Adjustments

As RestatedNine Months Ended September 30, 2006Net loss

$
(27,442
)
$
(5,728
)
$
(33,170
)Deferred income taxes





5,728


5,728


3. Responsibility for Interim Financial Statements

Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements.

In
our opinion, the consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial
position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the
audited restated consolidated financial statements and notes to consolidated financial statements contained in our amended annual report on Form 10-K/A for the year ended
December 31, 2006, which was filed on August 15, 2007.

The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

6

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statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three and nine months
ended September 30, 2007 are not necessarily indicative of the results to be expected for the year ending December 31, 2007 or any other interim period.

4. Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 157, Fair Value
Measurements("SFAS No. 157"). SFAS No. 157 defines fair value, establishing a framework for measuring fair value and expands
disclosure about fair value measurements. This statement is effective for us beginning January 1, 2008. We do not expect SFAS No. 157 to have a material impact on our consolidated
financial statements.

In
February 2007, FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Liabilities("SFAS
No. 159"). SFAS No. 159 provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur
when related assets and liabilities are recorded on different bases. This statement is effective for us beginning January 1, 2008. We do not expect SFAS No. 159 to have a material impact
on our consolidated financial statements.

In
June 2006, the FASB issued Financial Interpretation No. 48,Accounting for Uncertainty in Income Taxes("FIN 48"). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statement in accordance with SFAS No. 109,Accounting for Income
Taxes("SFAS 109"). This interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain
tax positions taken or expected to be taken in an income tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties,
accounting in interim periods, disclosure and transition.

The
Company adopted FIN 48 effective January 1, 2007 and had no material unrecognized tax benefits as of the adoption date and as of September 30, 2007. The Company files
U.S. federal income tax returns and income tax returns for various state and local jurisdictions. The Company's federal income tax returns for the 2004 through 2006 tax years and various state and
local income tax returns for the 2003 through 2006 tax years remain subject to examination.

5. Investments

Promptu

Promptu (formerly AgileTV Corporation) is a privately owned company that develops voice navigation services for television and mobile devices. On May 11,
2005, we made an investment in Promptu by purchasing shares of Promptu's Series B1 preferred stock and common stock for an aggregate purchase price of (i) approximately $900,000 in cash and
(ii) approximately $300,000 in the form of conversion of an outstanding promissory note. We are accounting for our investment in Promptu under the cost method. As of September 30, 2007
and December 31, 2006, our carrying value in this investment was $1.2 million.

7

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Oxygen Cable, LLC

Oxygen Cable, LLC ("Oxygen") is an independent cable television network with programming tailored to the interests of women. On July 9, 2002, we entered
into a carriage agreement with Oxygen, whereby we agreed to carry programming content from Oxygen. In October 2006, we agreed to extend the term of the carriage agreement through
December 31, 2008. Concurrently with the carriage agreement, we entered into an equity issuance agreement with Oxygen. Pursuant to the equity issuance agreement, a portion of the monthly
programming fees paid to Oxygen through December 31, 2006 represented our equity investment in Oxygen. The Chairman and CEO of Oxygen is a member of our Board of Directors.

In
October 2007, Oxygen announced that it has entered into a merger agreement with NBC Universal, Inc. under which Oxygen's stockholders will receive cash in exchange for
their shares. Oxygen has provided us with an Information Statement which sets forth the value of our equity, and we have recorded a $3.9 million impairment on this investment in other expense
in the accompanying consolidated statements of operations as of September 30, 2007. We are accounting for our investment in Oxygen under the cost method. As of September 30, 2007 and
December 31, 2006, our carrying value in this investment was $1.9 and $5.8 million, respectively.

6. Fixed Assets

September 30,
2007

December 31,
2006(unaudited)(in thousands)Land, buildings and improvements

$
47,140

$
45,777Cable system equipment


2,874,046


2,676,108Furniture, fixtures and office equipment


23,790


23,1972,944,976


2,745,082Less: accumulated depreciation and amortization


(1,798,834
)

(1,593,822
)Total fixed assets, net

$
1,146,142

$
1,151,260


We
recorded depreciation expense of $72.7 million and $212.1 million for the three and nine months ended September 30, 2007 and $67.3 million and
$196.1 million for the three and nine months ended September 30, 2006.

8

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7. Debt

September 30,
2007

December 31,
2006(unaudited)(in thousands)Insight Midwest Holdings Credit Facility

$
2,221,000

$
2,286,000Insight Midwest 93/4% Senior Notes


200,000


200,000Insight Inc. 121/4% Senior Discount Notes


350,000


350,0002,771,000


2,836,000Net unamortized discount on notes


(27,122
)

(30,278
)Total debt

$
2,743,878

$
2,805,722


Insight Midwest Holdings $2.445 Billion Credit Facility

Insight Midwest Holdings, LLC, a wholly owned subsidiary of Insight Midwest, holds all of the outstanding equity of each of our operating subsidiaries, and on
October 6, 2006, entered into a new $2.445 billion senior secured credit facility. The facility is comprised of a $385.0 million A Term Loan scheduled to mature on
October 6, 2013, a $1.8 billion B Term Loan scheduled to mature on April 6, 2014 and $260.0 million in revolving commitments scheduled to terminate on October 6,
2012. The weighted average interest rate for debt outstanding under the credit facility was 7.0% at September 30, 2007. As of September 30, 2007 we were in compliance with the credit
facility's covenant requirements.

On
March 28, 2002, we loaned $100.0 million to Insight Midwest. The loan to Insight Midwest bears annual interest of 9%, compounded semi-annually, has a
scheduled maturity date of
January 31, 2011 and permits prepayments. Insight Midwest Holdings is permitted under the credit facility to make distributions to Insight Midwest for the purpose of repaying our loan,
including accrued interest, provided that there are no defaults existing under the credit facility. During the three and nine months ended September 30, 2007, Insight Midwest repaid a total of
$10.5 million and $15.0 million of the loan balance. As of September 30, 2007 and December 31, 2006, the balance of the $100.0 million loan, including accrued
interest was $130.1 million and $136.1 million.

Insight Inc. 121/4% Senior Discount Notes

In 2001, we completed a $400.0 million offering of 121/4% Senior Discount Notes due in February 2011. These notes were issued at a
discount to their principal amount at maturity. In 2002 and 2004, we repurchased a total of $50.0 million face amount of these notes.

No
cash interest on the discount notes accrued prior to February 15, 2006. Thereafter, cash interest on the discount notes began to accrue and is payable on February 15 and
August 15 of each year. The initial accreted value of the discount notes increased until February 15, 2006 such that the accreted value equaled the revised outstanding principal amount
of $350.0 million at that time and on December 31, 2006. The Insight Inc. 121/4% Senior Discount Notes contain certain financial and other debt covenants. As of
September 30, 2007, we were in compliance with all covenant requirements.

9

---





Debt Principal Payments

As of September 30, 2007, the remaining principal payments required on our debt were as follows (in thousands):

2007

$
2008


9,3122009


242,0632010


61,3132011


430,562Thereafter


2,027,750Total

$
2,771,000


8. Derivative Instruments

We enter into derivative instruments, typically interest-rate swap agreements, to modify the interest characteristics of our outstanding debt to
either a floating or fixed rate basis. These agreements involve fixed rate interest payments in exchange for floating rate interest receipts, known as cash flow hedges, and floating rate interest
payments in exchange for fixed rate interest receipts, known as fair value hedges, over the life of the agreement without an exchange of the underlying principal amount. The differential to be paid or
received is accrued during each period based on expected payments and/or receipts and is recognized as an adjustment to interest expense related to the debt. The related estimated fair value is
included in other current or non-current liabilities or assets.

Gains
and losses related to cash flow hedges that are determined to be effective hedges are recorded as accumulated other comprehensive income or loss in the accompanying consolidated
balance sheets. Gains and losses related to fair value hedges that are determined to be effective hedges are recorded in the consolidated statements of operations as an adjustment to the swap
instrument and an equal and offsetting adjustment to the carrying value of the underlying debt. Gains and losses related to interest rate swaps that are determined not to be effective hedges and do
not qualify for hedge accounting are recorded in our consolidated statements of operations as other income or expense and as an adjustment to the underlying swap instrument.

Cash Flow Hedges

In October 2006, we entered into two interest rate swap agreements to hedge our exposure to fluctuations in the base rate for our Term Loan B whereby we
swapped floating rates for:



In
the third quarter these swaps offset movements in the base rate for our Term Loan B by 101.1% and 101.7%, respectively. During the second quarter of 2007, these swap agreements were
determined to be ineffective cash flow hedges for the purposes of SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities. At
September 30, 2007 and December 31, 2006 the estimated (cost if terminated) fair value of these interest rate swap agreements were approximately

10

---



($923,000)
and $306,000 and were recorded in other current or non-current (liabilities) or assets on the accompanying consolidated balance sheets depending on the expiration date of the
underlying swap agreement.

9. Minority and Preferred Interests

In May 2003, the FASB issued SFAS No. 150,Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities
and equity. Financial instruments that fall within the scope of SFAS No. 150 that were previously classified as equity are now required to be classified as liabilities or, in some
circumstances, assets.

As
of September 30, 2007 and December 31, 2006 we had $269.8 million and $245.6 million of minority interests recorded in our balance sheet as temporary
equity related to Insight Midwest. The Insight Midwest partnership was formed in September 1999 to serve as the holding company and a financing vehicle for our cable television system 50/50
joint venture with an indirect subsidiary of AT&T Broadband (now known as Comcast Cable). The results of the partnership are included in our consolidated financial statements since we as general
partner effectively control Insight Midwest's operating and financial decisions.

Effective
April 1, 2007, we have divided Insight Midwest's assets and liabilities into the Insight Systems Group and Comcast Systems Group. Subsequent to April 1, 2007,
adjustments to minority interest reflect the earnings and losses directly attributable to the Comcast Systems Group. (See Note 1"Organization and Basis of Presentation" for
additional disclosure in connection with the proposed division of assets and liabilities of the partnership). As of September 30, 2007, we estimated the settlement value of this minority
interest to be between $1.3 billion and $2.0 billion.

10. Partnership Split-Up Costs

During the three and nine months ended September 30, 2007, we recorded $0 and $3.1 million in employee retention benefits, in accordance with SFAS
No. 146,Accounting for Costs Associated with Exit or Disposal Activities,and $3.5 million and $6.2 million in legal fees in
connection with matters related to our agreement with Comcast to divide the assets and liabilities of Insight Midwest and our evaluation of strategic alternatives post split-up. The
closing of the partnership split-up is subject to closing conditions, including local governmental approvals and regulatory approvals, and is expected to be completed by the end of 2007.

The
Company has a plan to provide one-time retention benefits for certain employees related to the partnership split-up. During the third quarter of 2007, the
total amount expected to be paid in connection with the plan was adjusted to $4.6 million, of which the balance in excess of the amount expensed through September 30, 2007, will be
recognized over the remaining period that the employees are expected to provide services under the plan. These one-time retention benefits and legal fees are included in selling, general
and administrative expenses in the accompanying consolidated statements of operations.

11

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11. Related Party Transactions

Programming

We purchase the majority of our programming through affiliates of Comcast Cable. Charges for such programming, including a 11/2% administrative
fee, were $52.3 million and $155.2 million for the three and nine months ended September 30, 2007 and $47.8 million and $135.1 million for the three and nine months
ended September 30, 2006. As of September 30, 2007 and December 31, 2006, $37.3 million and $30.7 million of accrued programming costs were due to affiliates of
Comcast Cable. We believe that the programming rates charged through these affiliates are lower than those available from independent parties. Upon the completion of the division of assets and
liabilities of Insight Midwest described in Note 1, we will no longer have the right to purchase programming services for our systems through this affiliate arrangement.

12. Commitments and Contingencies

Programming Contracts

We enter into long-term contracts with third parties who provide us with programming for distribution over our cable television systems. These
programming contracts are a significant part of our business and represent a substantial portion of our operating costs. Since future fees under such contracts are based on numerous variables,
including number and type of customers, we have not recorded any liabilities with respect to such contracts.

Litigation

In April 2005, Acacia Media Technologies Corporation filed a lawsuit against us and others in the United States District Court for the Southern District of
New York. The complaint alleges, among other things, infringement of certain United States patents that allegedly relate to systems and methods for transmitting and/or receiving digital audio and
video content. The complaint seeks injunctive relief and damages in an unspecified amount. In the event that a court ultimately determines that we infringe on any of the patents, we may be subject to
substantial damages, which may include treble damages and/or an injunction that could require us to materially modify certain products and services that we currently offer to subscribers. We believe
that the claims are without merit and intend to defend the action vigorously. The final disposition of this claim is not expected to have a material adverse effect on our consolidated financial
position but could possibly be material to our consolidated results of operations of any one period. Further, at this time the outcome of the litigation is impossible to predict, and no assurance can
be given that any adverse outcome would not be material to our consolidated financial position.

We
are subject to various legal proceedings that arise in the ordinary course of business. While it is impossible to determine with certainty the ultimate outcome of these matters, it is
our opinion that the resolution of these matters will not have a material adverse affect on our consolidated financial condition.

12

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis reflects and updates disclosures for the restatement of our historical consolidated financial results for the three and nine
months ended September 30, 2007, as more fully described in our amended annual report on Form 10-K/A, as filed on August 15, 2007. Accordingly, the only changes to the
2006 financial information presented are to the Net loss line under "Overview" and the Net loss and Provision for income taxes line items in the table under "Reconciliation of Net Loss to Adjusted
Operating Income before Depreciation and Amortization".

Cautionary Statement Regarding Forward-Looking Information

This quarterly report on Form 10-Q contains certain forward-looking statements with respect to the financial condition, results of operations,
plans, objectives, future performance and business of our company, including, without limitation, statements preceded by, followed by or that include the words "believes," "expects," "anticipates,"
"estimates" or similar expressions. We believe it is important to communicate management's expectations. However, there may be events in the future that we are not able to accurately predict or over
which we have no control. The risk factors listed in our Annual Report on Form 10-K/A for the year ended December 31, 2006, as well as any other cautionary language in this
quarterly report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You
should be aware that the occurrence of the events described in these risk factors and elsewhere in this quarterly report could have a material adverse effect on our business, operating results and
financial condition. Examples of these risks include:



We
do not undertake any obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date that this quarterly
report is filed with the SEC or to reflect the occurrence of unanticipated events, except as required by law.

13

---



Overview

Our revenues are earned from customer fees for cable television video services including basic, classic, digital, premium, video-on-demand
and ancillary services, such as rental of converters and remote control devices and installations. In addition, we earn revenues from providing high-speed Internet services, selling
advertising, providing telephone services and commissions for products sold through home shopping networks.

The
following table is derived from our consolidated financial statements that are included in this report and sets forth certain statement of operations data for our consolidated
operations (in thousands):

|                                                    |                                       | Three Months
Ended September 30, |         | Nine Months
Ended September 30, |  
|--------------------------------------------------- | ------------------------------------- | -------------------------------- | ------- | ------------------------------- | -
|
|
|Revenue                                             |                                       | $                                | 362,336 |                                 | $
|Operating costs and expenses:                       |                                       |                                  |         |                                 |  
|                                                    | Programming and other operating costs |                                  |         | 123,839                         |  
|                                                    | Selling, general and administrative   |                                  |         | 98,878                          |  
|                                                    | Depreciation and amortization         |                                  |         | 73,554                          |  
|                                                    |                                       |                                  |         |                                 |  
|Total operating costs and expenses                  |                                       |                                  | 296,271 |                                 |  
|                                                    |                                       |                                  |         |                                 |  
|Operating income                                    |                                       |                                  | 66,065  |                                 |  
|Interest expense                                    |                                       |                                  | (58,742 | )                               |  
|Minority interest income (expense)                  |                                       |                                  | (9,907  | )                               |  
|Net loss                                            |                                       |                                  | (10,224 | )                               |  
|Net cash provided by operating activities           |                                       |                                  | 90,127  |                                 |  
|Net cash used in investing activities               |                                       |                                  | 76,441  |                                 |  
|Net cash (used in) provided by financing activities |                                       |                                  | (20,000 | )                               |  
|Capital expenditures                                |                                       |                                  | 76,496  |                                 |  

Use of Adjusted Operating Income before Depreciation and Amortization and Free Cash Flow

We utilize Adjusted Operating Income before Depreciation and Amortization, (defined as operating income before depreciation, amortization, non-cash
stock-based compensation and partnership dissolution costs) among other measures, to evaluate the performance of our businesses. Adjusted Operating Income before Depreciation and Amortization is
considered an important indicator of the operational strength of our businesses and is a component of our annual compensation programs. In addition, our debt agreements use Adjusted Operating Income
before Depreciation and Amortization, adjusted for certain non-recurring items, in our leverage and other covenant calculations. We also use this measure to determine how we will allocate
resources and capital. Our management finds this measure helpful because it captures all of the revenue and ongoing operating expenses of our businesses and therefore provides a means to directly
evaluate the ability of our business operations to generate returns and to compare operating capabilities across our businesses. This measure is also used by equity and fixed income research analysts
in their reports to investors evaluating our businesses and other companies in the cable television industry. We believe Adjusted Operating Income before Depreciation and Amortization is useful to
investors and bondholders because it enables them to assess our performance in a manner similar to the methods used by our management and provides a measure that can be used to analyze, value and
compare companies in the cable television industry, which may have different depreciation, amortization and stock-based compensation policies.

A
limitation of Adjusted Operating Income before Depreciation and Amortization, however, is that it does not reflect the periodic costs of certain capitalized tangible and intangible
assets used in generating revenues in our businesses. Management evaluates the costs of such tangible and intangible

14

---



assets
through other financial measures such as capital expenditures, investment spending and Free Cash Flow. Management also evaluates the costs of capitalized tangible and intangible assets by
analyzing returns provided on the capital dollars deployed. Another limitation of Adjusted Operating Income before Depreciation and Amortization is that it does not reflect income net of interest
expense, which is a significant expense for us because of the substantial debt we incurred to acquire cable television systems and finance capital expenditures to upgrade our cable network. Management
evaluates the impact of interest expense through measures including interest expense, Free Cash Flow, the returns analysis discussed above and debt service covenant ratios under our credit facility.

Free
Cash Flow is net cash provided by operating activities (as defined by accounting principles generally accepted in the United States) less capital expenditures. Free Cash Flow is
considered to be an important indicator of our liquidity, including our ability to repay indebtedness. We believe Free Cash Flow is useful for investors and bondholders because it enables them to
assess our ability to
service our debt and to fund continued growth with internally generated funds in a manner similar to the methods used by our management, and provides a measure that can be used to analyze, value and
compare companies in the cable television industry.

Both
Adjusted Operating Income before Depreciation and Amortization and Free Cash Flow should be considered in addition to, not as a substitute for, Operating Income, Net Income and
various cash flow measures (e.g., Net Cash Provided by Operating Activities), as well as other measures of financial performance and liquidity reported in accordance with accounting principles
generally accepted in the United States.

Reconciliation of Net Loss to Adjusted Operating Income before Depreciation and Amortization

The following table reconciles Net Loss to Adjusted Operating Income before Depreciation and Amortization. In addition, the table provides the components from Net
Loss to Operating Income for purposes of the discussions that follow (in thousands).

|                                                               |                  | Three Months
Ended September 30, |         | Nine Months
Ended September 30, |  
|-------------------------------------------------------------- | ---------------- | -------------------------------- | ------- | ------------------------------- | -
|
|
|Net loss                                                       |                  | $                                | (10,224 | )                               | $
|Provision for income taxes                                     |                  |                                  | 1,909   |                                 |  
|                                                               |                  |                                  |         |                                 |  
|Loss before income taxes                                       |                  |                                  | (8,315  | )                               |  
|Minority interest income (expense)                             |                  |                                  | 9,907   |                                 |  
|                                                               |                  |                                  |         |                                 |  
|Income (loss) before minority interest and income taxes        |                  |                                  | 1,592   |                                 |  
|Other (income) expense:                                        |                  |                                  |         |                                 |  
|                                                               | Other expense    |                                  |         | 6,040                           |  
|                                                               | Interest income  |                                  |         | (309                            | )
|                                                               | Interest expense |                                  |         | 58,742                          |  
|                                                               |                  |                                  |         |                                 |  
|Total other expense, net                                       |                  |                                  | 64,473  |                                 |  
|                                                               |                  |                                  |         |                                 |  
|Operating income                                               |                  |                                  | 66,065  |                                 |  
|Depreciation and amortization                                  |                  |                                  | 73,554  |                                 |  
|Partnership dissolution costs                                  |                  |                                  | 3,479   |                                 |  
|Stock-based compensation                                       |                  |                                  | 495     |                                 |  
|                                                               |                  |                                  |         |                                 |  
|Adjusted Operating Income before Depreciation and Amortization |                  | $                                | 143,593 |                                 | $
|                                                               |                  |                                  |         |                                 |  

15

---



Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

The following table provides a reconciliation from net cash provided by operating activities to Free Cash Flow. In addition, the table provides the components
from net cash provided by operating activities to operating income for purposes of the discussions that follow.

|                                                               |                                        | Three Months
Ended September 30, |         | Nine Months
Ended September 30, |  
|-------------------------------------------------------------- | -------------------------------------- | -------------------------------- | ------- | ------------------------------- | -
|
|
|Operating income                                               |                                        | $                                | 66,065  |                                 | $
|                                                               | Depreciation and amortization          |                                  |         | 73,554                          |  
|                                                               | Partnership dissolution costs          |                                  |         | 3,479                           |  
|                                                               | Stock-based compensation               |                                  |         | 495                             |  
|                                                               |                                        |                                  |         |                                 |  
|Adjusted Operating Income before Depreciation and Amortization |                                        |                                  | 143,593 |                                 |  
|                                                               | Changes in working capital accounts(1) |                                  |         | 9,089                           |  
|                                                               | Cash paid for interest                 |                                  |         | (62,529                         | )
|                                                               | Cash paid for taxes                    |                                  |         | (26                             | )
|                                                               |                                        |                                  |         |                                 |  
|Net cash provided by operating activities                      |                                        |                                  | 90,127  |                                 |  
|                                                               | Capital expenditures                   |                                  |         | (76,496                         | )
|                                                               |                                        |                                  |         |                                 |  
|Free Cash Flow                                                 |                                        | $                                | 13,631  |                                 | $
|                                                               |                                        |                                  |         |                                 |  

---

Results of Operations

Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006

Revenue for the three months ended September 30, 2007, totaled $362.3 million, an increase of 14% over the prior year, due primarily to Revenue
Generating Unit ("RGU") growth across all of our services, as well as video rate increases. High-speed Internet service revenue increased 28% over the prior year, which was primarily
attributable to an increased customer base. We added a net 47,900 high-speed Internet customers during the quarter to end at 722,800 customers.

Basic
cable service revenue increased 6% due to an increased customer base and video rate increases, partially offset by promotional discounts. In addition, digital service revenue
increased 22% over the prior year due to an increased customer base and a $1.23 increase in digital average revenue per customer ("ARPU"). We added a net 26,100 digital customers during the quarter to
end at 687,600 customers.

We
have been increasing our customer growth and retention efforts by increasing spending on sales and marketing efforts, emphasizing bundling and enhancing and differentiating our video
services with video-on-demand, high definition television and digital video recorders. We are also continuing to focus on improving customer satisfaction through higher service
levels and increased customer education of product offerings.

To
increase our bundling opportunities and extend our growth potential in future years, during the second half of 2006 and in January 2007, we successfully rolled out our
telephone product in eight previously unserved districts. As a result, we added a net 44,000 telephone customers during the quarter to end at 221,200 customers.

16

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Revenue
by service offering was as follows for the three months ended September 30 (dollars in thousands):

|                    |  | Revenue by Service Offering |         |  |      
|------------------- |  | --------------------------- | ------- |  | -----
|
|Basic               |  | $                           | 169,510 |  | 46.8 
|High-Speed Internet |  |                             | 76,994  |  | 21.2 
|Digital             |  |                             | 42,818  |  | 11.8 
|Telephone           |  |                             | 24,631  |  | 6.8  
|Advertising         |  |                             | 21,133  |  | 5.8  
|Premium             |  |                             | 13,841  |  | 3.8  
|Franchise fees      |  |                             | 8,081   |  | 2.2  
|Other               |  |                             | 5,328   |  | 1.6  
|                    |  |                             |         |  |      
|Total               |  | $                           | 362,336 |  | 100.0
|                    |  |                             |         |  |      

Total
Customer Relationships were 1,449,400 as of September 30, 2007, an increase of 54,000 from 1,395,400 as of September 30, 2006. Total Customer Relationships represent
the number of customers who receive one or more of our products (i.e., basic cable, high-speed Internet or telephone) without regard to which product they purchase.

In
the quarter ended September 30, 2007, we added 139,100 RGUs, which represent the sum of basic, digital, high-speed Internet and telephone customers, and as of
September 30, 2007, had 2,993,700 RGUs, an increase of 15% from September 30, 2006. RGUs by product category were as follows (in thousands):

September 30, 2007

September 30, 2006Basic

1,362.1

1,318.8High-speed Internet

722.8

579.3Digital

687.6

597.7Telephone

221.2

112.9Total RGUs

2,993.7

2,608.7


Average
monthly revenue per basic customer was $89.36 for the three months ended September 30, 2007, compared to $80.90 for the three months ended September 30, 2006. This
primarily reflects the continued growth of high-speed Internet, digital video and telephone product offerings in all markets, as well as video rate increases.

Programming
and other operating costs increased $14.5 million, or 13%. Increases in programming rates, customers and the addition of new programming content were significant
drivers of the cost increase for the quarter ended September 30, 2007. Other direct operating costs increased due to the increase in telephone cost of service as we successfully rolled out this
product in eight previously unserved districts during the second half of 2006 and in January 2007 and an increase in high-speed Internet service costs due to the increased customer
base. Other operating costs increased primarily as a result of an increase in installation labor due to increased customer activity.

Selling,
general and administrative expenses increased $14.6 million, or 17%, primarily due to increased payroll, payroll-related costs and temporary help associated with an
increase in the number of employees and salary increases for existing employees. The increase in the number of employees represents investments in sales and marketing, customer care and network
operations personnel to continue to upgrade and enhance our product offerings, manage our increasingly complex network and

17

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increase
customer satisfaction. A portion of the network operations personnel increases were in support of our recent telephone product launches. Partnership dissolution costs of $3.5 million
recorded in the third quarter of 2007 related to the planned division of our partnership with Comcast and our exploration of strategic alternatives post-split, significantly contributed to
the increase in selling, general and administrative expenses. Franchise fees, customer billing and collection fees increased primarily due to the increase in our revenues and our customer base.
Marketing expenses increased over the prior year to support the continued rollout of high-speed Internet, digital and telephone products, and to grow our core video customer base.

Depreciation
and amortization expense increased $4.8 million, or 7%, primarily as a result of a continued high level of capital expenditures through September 30, 2007.
These expenditures were primarily for purchases of customer premise equipment, installation labor and materials, capitalized labor, telephony equipment, headend equipment, network extensions and
network capacity and bandwidth increases, all of which we consider necessary in order to continue to maintain and grow our customer base and expand our service offerings. Partially offsetting this
increase was a decrease in depreciation expense related to certain assets that have become fully depreciated since September 30, 2006.

As
a result of the factors discussed above, Adjusted Operating Income before Depreciation and Amortization increased $18.7 million to $143.6 million, an increase of 15%
over the prior year's quarter.

Interest
expense decreased $7.1 million, or 11%. In October, 2006, we entered into a new $2.445 billion senior secured credit facility, using the proceeds to refinance our
existing senior credit facility and to redeem a portion of the outstanding 93/4% Senior Notes and all of the outstanding 101/2% Senior Notes of Insight Midwest. Because
of this refinancing, lower borrowing base rates and lower costs of borrowing as a result of improved leverage ratios, our interest rate averaged 8.0% for the three months ended September 30,
2007, as compared to 9.1% for the three months ended September 30, 2006.

Other
expense was $6.0 million for the three months ended September 30, 2007 and primarily reflected the $3.9 million impairment loss on our investment in Oxygen and
$2.1 million from losses on the sale of fixed assets.

Minority
interest expense increased $11.7 million primarily as a result of the division of the assets and liabilities of the Insight Midwest partnership into the Insight Systems
Group and the Comcast Systems Group as of April 1, 2007. This caused us to record adjustments to minority interest based on the actual earnings and losses attributable to the Comcast Systems
Group subsequent to that date.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Revenue for the nine months ended September 30, 2007, totaled $1,057.3 million, an increase of 14% over the prior year, due primarily to RGU growth
across all of our services, as well as video rate increases. High-speed Internet service revenue increased 25% over the prior year, which was attributable to an increased customer base and
was partially offset by lower average revenue per customer due to promotional discounts. We added a net 111,600 high-speed Internet customers during the nine months to end at 722,800
customers.

Basic
cable service revenue increased 6% due to an increased customer base and video rate increases, partially offset by promotional discounts. We added a net 39,300 basic customers
during the nine
months to end at 1,362,100 customers. In addition, digital service revenue increased 25% over the prior year due to an increased customer base and a $1.43 increase in digital ARPU. We added a net
66,000 digital customers during the nine months to end at 687,600 customers.

18

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To increase our bundling opportunities and extend our growth potential in future years, during the second half of 2006 and in January 2007, we successfully rolled out our
telephone product in eight previously unserved districts. As a result, we added a net 97,800 telephone customers during the nine months to end at 221,200 customers.

Revenue
by service offering was as follows for the nine months ended September 30 (dollars in thousands):

Revenue by Service OfferingNine Months
Ended
September 30,
2007

% of
Total
Revenue

Nine Months
Ended
September 30,
2006

% of
Total
Revenue

% Change
in RevenueBasic

$
507,552

48.0
%
$
478,212

51.4
%
6.1
%High-Speed Internet


219,785

20.8
%

175,515

18.9
%
25.2
%Digital


126,312

11.9
%

101,009

10.8
%
25.1
%Telephone


60,517

5.7
%

37,132

4.0
%
63.0
%Advertising


60,192

5.7
%

57,741

6.2
%
4.2
%Premium


41,989

4.0
%

41,137

4.4
%
2.1
%Franchise fees


24,193

2.3
%

22,234

2.4
%
8.8
%Other


16,768

1.6
%

18,123

1.9
%
(7.5
)%Total

$
1,057,308

100.0
%
$
931,103

100.0
%
13.6
%


Average
monthly revenue per basic customer was $87.51 for the nine months ended September 30, 2007, compared to $79.43 for the nine months ended September 30, 2006. This
primarily reflects the continued growth of high-speed Internet, digital video and telephone product offerings in all markets, as well as video rate increases.

Programming
and other operating costs increased $32.3 million, or 10%. Increases in programming rates, customers and the addition of new programming content were significant
drivers of the cost
increase for the nine months ended September 30, 2007. For the nine months ended September 30, 2006, programming costs reflected certain programming credits resulting from favorable
resolution of pricing negotiations related to certain prior period programming costs that were accrued at a higher rate than the amount actually paid. Programming credits for the nine months ended
September 30, 2007 were significantly lower, causing overall programming cost increases to be greater. Other direct operating costs increased due to the increase in telephone cost of service as
we successfully rolled out this product in eight previously unserved districts during the second half of 2006 and in January 2007. This increase was partially offset by decreases in our
high-speed Internet service costs as the company, in 2006, transitioned its Internet services in-house and realized both cost savings and operational benefits from this
investment even while increasing our customer base.

Selling,
general and administrative expenses increased $43.6 million, or 18%, primarily due to increased payroll, payroll-related costs and temporary help associated with an
increase in the number of employees and salary increases for existing employees. The increase in the number of employees represents investments in sales and marketing, customer care and network
operations personnel to continue to upgrade and enhance our product offerings, manage our increasingly complex network and increase customer satisfaction. A portion of the network operations personnel
increases were in support of our recent telephone product launches. Partnership dissolution costs of $9.3 million recorded in the nine months ending September 30, 2007 related to the
planned division of our partnership with Comcast and our exploration of strategic alternatives post-split, significantly contributed to the increase in selling, general and administrative
expenses. Marketing expenses increased over the prior year to support the continued rollout of high-speed Internet, digital and telephone products, and to grow our

19

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core
video customer base. Franchise fees, customer billing and collection fees increased primarily due to the increase in our revenues and our customer base.

Depreciation
and amortization expense increased $14.4 million, or 7%, primarily as a result of a continued high level of capital expenditures through September 30, 2007.
These expenditures were primarily for purchases of customer premise equipment, installation labor and materials, capitalized labor, telephony equipment, headend equipment, network extensions and
network capacity and bandwidth increases, all of which we consider necessary in order to continue to maintain and grow our customer base and expand our service offerings. Partially offsetting this
increase was a decrease in depreciation expense related to certain assets that have become fully depreciated since September 30, 2006.

As
a result of the factors discussed above, Adjusted Operating Income before Depreciation and Amortization increased $59.6 million to $414.3 million, an increase of 17%.

Interest
expense decreased $15.0 million, or 8%. In October, 2006, we entered into a new $2.445 billion senior secured credit facility, using the proceeds to refinance our
existing senior credit facility and to redeem a portion of the outstanding 93/4% Senior Notes and all of the outstanding 101/2% Senior Notes of
Insight Midwest. Because of this refinancing, lower borrowing base rates and lower costs of borrowing as a result of improved leverage ratios, our interest rate averaged 8.0% for the nine months ended
September 30, 2007, as compared to 8.9% for the nine months ended September 30, 2006.

Other
expense was $5.3 million as of September 30, 2007 and primarily reflected the $3.9 million impairment loss on our investment in Oxygen and $1.3 million
from losses on the sale of fixed assets.

Minority
interest expense increased $30.6 million primarily as a result of the division of the assets and liabilities of the Insight Midwest partnership into the Insight Systems
Group and the Comcast Systems Group as of April 1, 2007. This caused us to record adjustments to minority interest based on the actual earnings and losses attributable to the Comcast Systems
Group subsequent to that date.

Liquidity and Capital Resources

Our business requires cash for operations, debt service and capital expenditures. The cable television business has substantial ongoing capital requirements for
the provision of new services and the construction, expansion and maintenance of its broadband networks. In the past, expenditures have been made for various purposes including the upgrade of the
existing cable network, and will continue to be made for customer premise equipment (e.g., set-top boxes), installation and deployment of new product and service offerings, capitalized
payroll, network capacity, bandwidth increases, network extensions, and, to a lesser extent, network upgrades. Historically, we have been able to meet our cash requirements with cash flow from
operations, borrowings under our credit facilities and issuances of private and public debt and equity.

Cash
provided by operations for the nine months ended September 30, 2007 and 2006 was $270.5 million and $200.6 million. The increase was primarily attributable to
the increase in non-cash items, the decrease in our net loss and the timing of cash receipts and payments related to our working capital accounts.

Cash
used in investing activities for the nine months ended September 30, 2007 and 2006 was $209.1 million and $213.5 million and was primarily for capital
expenditures. These expenditures principally constituted purchases of customer premise equipment, installation labor and materials and capitalized labor, all of which are necessary to grow our
customer base and expand our service offerings.

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Cash
used in financing activities for the nine months ended September 30, 2007 was $65.4 million compared to $2.4 million of cash provided by financing activities
for the nine months ended September 30, 2006. The uses of cash in 2007 were primarily for the repayment of our credit facility and, in 2006 cash was provided by net proceeds from borrowings
under the credit facility.

Free
Cash Flow for the nine months ended September 30, 2007 totaled $61.3 million, compared to ($12.7) million for the nine months ended September 30, 2006. This
increase in Free Cash Flow from September 30, 2006 to September 30, 2007 of $74.0 million was primarily driven by the following:



These
increases in cash flow were offset by:



We
believe that the Insight Midwest Holdings credit facility, cash on-hand and our cash flow from operations are sufficient to support our current operating plan. As of
September 30, 2007, we had the ability to draw upon $214.3 million of unused availability under the Insight Midwest Holdings credit facility to fund any shortfall resulting from the
inability of Insight Midwest's cash from operations to fund its capital expenditures, meet its debt service requirements or otherwise fund its operations. We expect to use any available Free Cash Flow
to repay our indebtedness.

On
April 1, 2007, Insight Midwest's partnership agreement was amended, and we agreed with Comcast on a division of Insight Midwest's assets and liabilities. Upon completion of the
transaction, we will own 100% of Insight Midwest's cable systems serving customers in Louisville, Lexington, Bowling Green and Covington, Kentucky, in Evansville, Indiana, and in Columbus, Ohio, and
Comcast will own 100% of Insight Midwest's cable systems serving customers in Rockford/Dixon, Quincy/Macomb, Springfield, Peoria and Champaign/Urbana, Illinois and in Bloomington, Anderson, Lafayette
and Kokomo, Indiana. Pending completion of the transaction, we will continue to serve as general partner and control and manage all of the cable systems of Insight Midwest and will continue to include
the results of Insight Midwest in our consolidated financial statements. In conjunction with the division of assets and liabilities, the Insight Systems Group was initially allocated approximately
$1,259.6 billion of the partnership's debt and the Comcast Systems Group was initially allocated approximately $1,335.4 billion of the partnership's debt. This debt allocation excludes
the $350.0 million outstanding principal amount 121/4% Senior Discount Notes due 2011 issued by Insight Inc. The closing is subject to closing conditions, including local
governmental approvals and regulatory approvals, and is expected to be completed by the end of 2007.

The
credit facility has been structured to survive the division of Insight Midwest, subject to certain conditions, including:



Subject
to pro forma financial covenant compliance, any cash received as a result of the division may be applied, at our option, to: (a) repay the remaining 93/4%
senior notes, (b) repay the 121/4%

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senior
discount notes, (c) repay the $100.0 million intercompany note, (d) prepay the Term Loans on a pro rata basis, (e) repay other debt and/or (f) for general
corporate purposes. After the occurrence of the division, the margin with respect to the Term Loan B will increase by 50 basis points, or 0.50%, if and for so long as the Insight Midwest
Holdings' leverage ratio exceeds 6.50:1.00. Upon the occurrence of the division, the maximum leverage permitted will increase by 0.50:1.00.

We
have a substantial amount of debt. Our high level of debt could have important consequences. Our investments in our operating subsidiaries, including Insight Midwest, constitute
substantially all of our operating assets. Consequently, our subsidiaries conduct all of our consolidated operations and own substantially all of our operating assets. Our principal source of cash we
need to pay our obligations and to repay the principal amount of our debt obligations is the cash that our subsidiaries generate from their operations and their borrowings. Our subsidiaries are not
obligated to make funds available to us and are restricted by the terms of their indebtedness from doing so. Because of such restrictions, our ability to access the cash flow of our subsidiaries may
be contingent upon our ability to refinance the debt of our subsidiaries. As of September 30, 2007 we were in compliance with all covenants under our credit agreement.

The
following table summarizes our contractual obligations and commitments, excluding interest and commitments for programming, as of September 30, 2007, including periods in
which the related payments are due (unaudited, in thousands):

Contractual ObligationsLong-Term
Debt

Operating
Leases

Total2007

$


$
1,376

$
1,3762008


9,312


4,209


13,5212009


242,063


3,192


245,2552010


61,313


1,271


62,5842011


430,562


729


431,291Thereafter


2,027,750


2,953


2,030,703Total cash obligations

$
2,771,000

$
13,730

$
2,784,730


Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Our revolving credit and term loan agreements bear interest at floating rates. Accordingly, we are exposed to risks related to adverse changes in interest rates.
In order to manage our exposure to interest rate risk, we enter into derivative financial instruments, typically interest rate swaps. The counter-parties to our swap agreements are major financial
institutions. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

The
aggregate fair market value and aggregate carrying value of our 93/4% senior notes and 121/4% senior discount notes was $558.8 million and
$550.0 million as of September 30, 2007. The fair market value of our credit facility borrowings approximates its carrying value as the credit facility borrowings bear interest at
floating rates of interest. As of September 30, 2007, the cost, if terminated, of our interest rate swap agreements was $923,000 and is reflected in our financial statements as other current or
non-current liabilities. Changes in the fair value of our interest rate derivative financial instruments are either recognized in income or in stockholders' equity as a component of other
comprehensive income depending on whether the derivative financial instruments qualify for hedge accounting.

Item 4.    Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of our disclosure controls

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and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2007. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2007.

In
the second quarter of 2007, we identified a material weakness in our internal control over financial reporting with respect to accounting for income taxes relating to the treatment of
tax deductible franchise costs in the determination of the deferred tax asset valuation allowance which is more fully described in Note 2 to our consolidated financial statements.

During
the third quarter of 2007, we designed and implemented improvements in our control over financial reporting in accounting for income taxes. These improvements include, among other
things, improved documentation, review and analysis regarding the temporary differences between financial and tax reporting, hiring a tax manager, training individuals involved in accounting and
reporting for income taxes regarding these issues, and enhancing the documentation around conclusions reached in the implementation of the applicable generally accepted accounting principles. We
believe these new procedures, when combined with previously existing procedures, provide effective internal controls for accounting for income taxes, including deferred tax asset valuation allowances.
As a result of implementing the new procedures management believes it has remediated the related internal control weakness.

Except
for the internal control improvements discussed above there were not any changes in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2007 that materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.

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PART II. OTHER INFORMATION

Item 1A.    Risk Factors

There has been no material changes in our risk factors from those disclosed in our annual report on Form 10-K/A for the year ended
December 31, 2006.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2007, we issued 100,000 shares of Series E non-voting common stock to certain of our
employees. The issuances of non-voting common stock were not registered under the Securities Act of 1933 because such issuances were offered and sold in transactions not involving a public
offering, and therefore exempt from registration under the Securities Act of 1933 pursuant to Section 4(2).

Item 6.    Exhibits

|Exhibits: |  |                                                                                                               
|--------- |  | --------------------------------------------------------------------------------------------------------------
|31.1      |  | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer of Insight Communications Company, Inc.
|31.2      |  | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer of Insight Communications Company, Inc.
|32        |  | Section 1350 Certifications                                                                                   

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
thereunto duly authorized.

|Date: November 14, 2007 |  | INSIGHT COMMUNICATIONS COMPANY, INC.
|----------------------- |  | ------------------------------------
|                        |  | By:                                 

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