<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------


                                    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, 2001

                         Commission file number 0-26677

                             -----------------------

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

                    Delaware                               13-4053502
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)                Identification No.)

               810 7/th/ Avenue

              New York, New York                            10019
    (Address of principal executive offices)              (Zip code)

        Registrant's telephone number, including area code: 917-286-2300

                             -----------------------

         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 X   No ___
                                             ---

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                Class                            Outstanding at November 5, 2001
         ----------------------------------      -------------------------------
         Class A Common Stock, $.01 Par Value              50,186,323
         Class B Common Stock, $.01 Par Value              10,027,537

================================================================================

<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the requirements of Form 10-Q and, therefore, do not include
all information and footnotes required by accounting principles generally
accepted in the United States. However, in our opinion, all adjustments,
consisting of normal recurring accruals, necessary for a fair presentation of
the results of operations for the relevant periods have been made. Results for
the interim periods are not necessarily indicative of the results to be expected
for the year. These financial statements should be read in conjunction with the
summary of significant accounting policies and the notes to the consolidated
financial statements included in our Annual Report on Form 10-K as amended for
the year ended December 31, 2000.

                                        1

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                      September 30,   December 31,
                                                                                          2001            2000
                                                                                     -------------   -------------
<S>                                                                                  <C>             <C>
Assets                                                                                (unaudited)       (Note 2)
Cash and cash equivalents                                                             $   220,057    $    33,733
Investments                                                                                17,472         27,846
Trade accounts receivable, net of allowance for doubtful accounts of $1,013 and
   $1,326 as of September 30, 2001 and December 31, 2000                                   26,960         18,169
Launch funds receivable                                                                     7,542         16,123
Prepaid expenses and other assets                                                          12,253         12,178
                                                                                      -----------    -----------
   Total current assets                                                                   284,284        108,049

Fixed assets, net                                                                       1,112,414        820,888
Intangible assets, net                                                                  2,420,472      1,270,632
Deferred financing costs, net of accumulated amortization of $4,423 and $3,537 as
   of September 30, 2001 and December 31, 2000                                             33,886         28,165
Other non-current assets                                                                   15,396         16,852
                                                                                      -----------    -----------
   Total assets                                                                       $ 3,866,452    $ 2,244,586
                                                                                      ===========    ===========

Liabilities and stockholders' equity

Accounts payable                                                                      $    49,045    $    46,158
Accrued expenses and other liabilities                                                     19,334         12,191
Accrued property taxes                                                                     13,612         11,698
Accrued programming costs                                                                  29,404         23,527
Deferred revenue                                                                            2,253          4,069
Interest payable                                                                           26,660         20,705
Debt                                                                                        1,875           --
Preferred interest distribution payable                                                     1,750          5,250
                                                                                      -----------    -----------
   Total current liabilities                                                              143,933        123,598

Deferred revenue                                                                           14,677         14,605
Deferred income taxes                                                                      19,794         60,824
Debt                                                                                    2,480,299      1,372,523
Other non-current liabilities                                                              31,802           --

Commitments and contingencies

Minority interest                                                                         304,873        (47,925)
Preferred interests                                                                       184,201        180,281

Stockholders' equity:
Preferred stock; $.01 par value; 100,000,000 shares authorized; no shares issued
   and outstanding as of September 30, 2001 and December 31, 2000                            --             --
Common stock; $.01 par value:
   Class A - 300,000,000 shares authorized; 50,068,496 and 49,957,180 shares issued
     and outstanding as of September 30, 2001 and December 31, 2000                           501            500
   Class B - 100,000,000 shares authorized; 10,145,364 and 10,226,050 shares issued
     and outstanding as of September 30, 2001 and December 31, 2000                           101            102
Additional paid-in-capital                                                                865,351        655,253
Accumulated deficit                                                                      (159,176)      (115,175)
Accumulated other comprehensive loss                                                      (19,904)          --
                                                                                      -----------    -----------
   Total stockholders' equity                                                             686,873        540,680
                                                                                      -----------    -----------
   Total liabilities and stockholders' equity                                         $ 3,866,452    $ 2,244,586
                                                                                      ===========    ===========
</TABLE>


                             See accompanying notes

                                        2

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
               (in thousands, except share and per share amounts)

<TABLE>
<CAPTION>

                                                             Three months ended September 30,    Nine months ended September 30,
                                                                  2001             2000               2001             2000
                                                             --------------  ---------------     --------------   --------------
<S>                                                          <C>             <C>                 <C>              <C>
Revenue                                                      $    177,393      $    119,275      $    521,240      $    353,013

Operating costs and expenses:
   Programming and other operating costs                           65,927            42,342           194,068           127,288
   Selling, general and administrative                             31,354            22,715            94,924            68,296
   Depreciation and amortization                                   94,234            62,253           274,576           175,993
                                                             ------------      ------------      ------------      ------------
Total operating costs and expenses                                191,515           127,310           563,568           371,577
                                                             ------------      ------------      ------------      ------------

Operating loss                                                    (14,122)           (8,035)          (42,328)          (18,564)

Other income (expense):
   Gain on cable systems exchange (Note 3)                             --                --            34,178                --
   Interest expense                                               (52,591)          (28,645)         (157,609)          (82,679)
   Interest income                                                  1,409             1,553             5,775             5,171
   Other                                                             (117)             (122)             (634)               15
                                                             ------------      ------------      ------------      ------------
Total other expense, net                                          (51,299)          (27,214)         (118,290)          (77,493)

Loss before minority interest, investment activity, income
   taxes and extraordinary item                                   (65,421)          (35,249)         (160,618)          (96,057)
Minority interest                                                  31,600            16,682           101,265            49,032
Equity in losses of investees                                        (455)             (709)           (1,824)           (3,030)
Impairment write-down of investments                                   --                --            (2,069)               --
Gain on sale of equity investment                                      --                --                --            80,937
                                                             ------------      ------------      ------------      ------------

Income (loss) before income taxes and extraordinary item          (34,276)          (19,276)          (63,246)           30,882
Benefit (provision) for income taxes                               14,126             7,394            25,331           (13,490)
                                                             ------------      ------------      ------------      ------------

Income (loss) before extraordinary item                           (20,150)          (11,882)          (37,915)           17,392
Extraordinary loss from early extinguishment of debt, net
   of tax (Note 6)                                                     --                --            (6,086)               --
                                                             ------------      ------------      ------------      ------------
Net income (loss)                                                 (20,150)          (11,882)          (44,001)           17,392
Accrual of preferred interests                                     (4,848)           (4,699)          (14,421)          (13,988)
                                                             ------------      ------------      ------------      ------------
Net income (loss) applicable to common stockholders          $    (24,998)     $    (16,581)     $    (58,422)     $      3,404
                                                             ============      ============      ============      ============

Basic and diluted loss per share relating to
   Extraordinary item                                        $         --      $         --      $       (.10)     $         --
Basic and diluted income (loss) per share                    $       (.42)     $       (.28)     $       (.97)     $        .06
Basic and diluted weighted-average shares outstanding          60,207,656        59,217,857        60,192,627        56,733,333
</TABLE>


                             See accompanying notes

                                        3

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                      Nine months ended September 30,
                                                                                           2001           2000
                                                                                       -----------    -----------
<S>                                                                                    <C>            <C>
Operating activities:

   Net income (loss)                                                                   $   (44,001)   $    17,392
   Adjustments to reconcile net income (loss) to net cash provided by operating
   activities:
     Depreciation and amortization                                                         274,576        175,993
     Equity in losses of investees                                                           1,824          3,030
     Impairment of investments                                                               2,069             --
     Gain on cable systems exchange                                                        (34,178)            --
     Gain on sale of equity investment                                                          --        (80,937)
     Extraordinary loss from early extinguishment of debt, net of tax                        6,086             --
     Minority interest                                                                    (101,265)       (49,032)
     Provision for losses on trade accounts receivable                                       8,827          6,628
     Contribution of stock to 401(k) Plan                                                      403             --
     Non-cash interest expense on capital lease                                                114             --
     Amortization of note discount                                                          17,467           (620)
     Deferred income taxes                                                                 (25,789)        12,978
     Changes in operating assets and liabilities, net of the effect of
       acquisitions:
       Trade accounts receivable                                                           (14,100)        (8,285)
       Launch fund receivable                                                                8,581           (504)
       Prepaid expenses and other assets                                                       175          1,113
       Accounts payable                                                                      2,887         (7,983)
       Accrued expenses and other liabilities                                               15,940        (16,492)
                                                                                       -----------    -----------
   Net cash provided by operating activities                                               119,616         53,281
                                                                                       -----------    -----------

Investing activities:
   Purchase of fixed assets                                                               (230,211)      (195,304)
   Investment in equity securities                                                          (2,825)        (5,000)
   Purchase of cable television systems, net of cash acquired                             (436,760)        (1,718)
                                                                                       -----------    -----------
   Net cash used in investing activities                                                  (669,796)      (202,022)
                                                                                       -----------    -----------

Financing activities:
   Distributions of preferred interests                                                    (14,000)       (14,000)
   Proceeds from borrowings under credit facilities                                      1,527,000         95,000
   Proceeds from issuance of notes                                                         220,084             --
   Exercise of stock options                                                                   223             --
   Repayment of credit facilities                                                         (654,900)        (1,000)
   Repayment of debt associated with cable system transaction                             (323,547)            --
   Principal payments on capital lease                                                         (46)           (41)
   Debt issuance costs                                                                     (18,310)        (1,362)
                                                                                       -----------    -----------
   Net cash provided by financing activities                                               736,504         78,597
                                                                                       -----------    -----------

Net increase (decrease) in cash and cash equivalents                                       186,324        (70,144)
Cash and cash equivalents, beginning of period                                              33,733        113,511
                                                                                       -----------    -----------
Cash and cash equivalents, end of period                                               $   220,057    $    43,367
                                                                                       ===========    ===========
</TABLE>


                             See accompanying notes

                                        4

<PAGE>

                      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 and operate cable television systems in Kentucky,
Indiana, Illinois, Ohio and Georgia.

Insight LP owns a 50% interest in Insight Midwest, L.P. ("Insight Midwest"),
which through its subsidiaries, Insight Communications Midwest, LLC ("Insight
Communications Midwest"), Insight Communications of Kentucky, L.P. ("Insight
Kentucky") and Insight Communications of Central Ohio, LLC ("Insight Ohio"),
owns cable television systems in Indiana, Kentucky, Illinois, Ohio and Georgia.
Insight LP is the general partner of Insight Midwest and effectively controls
all operating and financial decisions and therefore consolidates Insight
Midwest. Through Insight LP, we manage all of Insight Midwest's systems and also
manage systems owned by an affiliate of AT&T Broadband, LLC, the owner of the
remaining 50% interest in Insight Midwest.

The accompanying consolidated financial statements include our accounts and
those of our wholly-owned subsidiary, Insight LP.

2. 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 Sates for complete financial statements.

In our opinion, the consolidated financial statements reflect all adjustments
considered necessary for a fair statement 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
consolidated financial statements and notes to consolidated financial statements
contained in our Annual Report on Form 10-K as amended for the year ended
December 31, 2000.

                                       5

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2. Responsibility for Interim Financial Statements (continued)

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
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 months and nine months ended September 30, 2001 are
not necessarily indicative of the results to be expected for the year ending
December 31, 2001 or any other interim period.

Certain prior period amounts have been reclassified to conform to the current
period presentation.

3. Cable System Transactions

On January 5, 2001, Insight Midwest completed a series of transactions with
Insight LP and certain subsidiaries of AT&T Corp. (the "AT&T cable
subsidiaries") for the acquisition of additional cable television systems,
primarily located in the state of Illinois, valued at approximately $2.2 billion
(the "AT&T transactions"), inclusive of systems valued at approximately $775.8
million, contributed by Insight LP. The AT&T transactions were financed through
a credit facility established on January 5, 2001, the Midwest Holdings Credit
Facility (Note 6). As a result of the AT&T transactions, Insight Midwest
acquired all of Insight LP's wholly-owned systems serving approximately 280,000
customers, including systems which Insight LP purchased from the AT&T cable
subsidiaries. At the same time, Insight Midwest acquired from the AT&T cable
subsidiaries systems serving approximately 250,000 customers. The purchase price
was preliminarily allocated to the cable television assets acquired in relation
to their estimated fair values as increases to franchise rights. The purchase
price allocation will be finalized upon completion and receipt of appraisal
reports.

Both Insight LP and the AT&T cable subsidiaries contributed their respective
systems to Insight Midwest subject to an amount of indebtedness such that
Insight Midwest remains equally owned by Insight LP and AT&T Broadband. Insight
LP continues to serve as the general partner of Insight Midwest and manages and
operates the Insight Midwest systems. As a result of the AT&T transactions,
Insight Midwest currently owns and operates cable television systems in Indiana,
Kentucky, Illinois, Ohio and Georgia which passed approximately 2.2 million
homes and served approximately 1.3 million customers as of September 30, 2001.

As part of the AT&T transactions, we exchanged our Claremont, California cable
television system, serving approximately 8,400 customers, for the AT&T cable
subsidiaries' Freeport, Illinois system, serving approximately 10,000 customers,
each valued at approximately $38.0 million. This system exchange was accounted
for by Insight LP as a sale of its Claremont system and a purchase of the
Freeport system. We recorded a gain of approximately $34.2 million in connection
with this transaction.

                                       6

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3. Cable System Transactions (continued)

On January 11, 2001, Insight Midwest acquired Cable One, Inc.'s Greenwood,
Indiana cable television system serving approximately 14,800 customers for $62.0
million. The purchase price was allocated to the cable television assets
acquired in relation to their fair values as increases in property and equipment
and franchise rights.

4. Pro Forma Results of Operations

Our unaudited pro forma results of operations for the nine months ended
September 30, 2001 and 2000 and three months ended September 30, 2000 (with 2001
results as reported), assuming each of the acquisitions and exchanges described
in Note 3 occurred as of January 1, 2000 and excluding the effect of the gain on
cable system exchange (Note 3) recorded in the nine months ended September 30,
2001 are as follows (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                     Three months ended          Nine months ended
                                                       September 30,                September 30,
                                                   2001          2000            2001          2000
                                               -----------    ----------      -----------    -----------
<S>                                            <C>            <C>             <C>            <C>
Revenue                                        $   177,393    $  168,554      $   521,448    $   494,840
Income (loss) before extraordinary item
   and accrual of preferred interests              (34,276)      (16,232)         (58,466)         1,187
Net loss applicable to common
    shareholders                                   (24,998)      (20,931)         (78,973)       (12,801)
Basic and diluted loss per share                      (.42)         (.35)           (1.31)          (.23)
</TABLE>


5. Long-Lived Assets

Fixed assets consist of:

<TABLE>
<CAPTION>
                                                      September 30,        December 31,
                                                          2001                2000
                                                     ------------------------------------
                                                               (in thousands)
<S>                                                  <C>                 <C>
Land, buildings and improvements                     $        49,172     $        23,436
Cable television equipment                                 1,465,428           1,082,194
Furniture, fixtures and office equipment                      13,742               9,646
                                                     ------------------------------------
                                                           1,528,342           1,115,276
Less accumulated depreciation and amortization              (415,928)           (294,388)
                                                     ------------------------------------
   Total fixed assets                                $     1,112,414     $       820,888
                                                     ====================================
</TABLE>

                                       7

<PAGE>



                      INSIGHT COMMUNICATIONS COMPANY, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5. Long-Lived Assets (continued)

Intangible assets consist of:

<TABLE>
<CAPTION>
                                                      September 30,     December 31,
                                                         2001               2000
                                                     -------------------------------
                                                              (in thousands)
        <S>                                          <C>               <C>
        Franchise rights                             $   2,679,642     $  1,396,416
        Goodwill                                            69,354           71,267
                                                     -------------------------------
                                                         2,748,996        1,467,683
        Less accumulated amortization                     (328,524)        (197,051)
                                                     -------------------------------
           Total intangible assets                   $   2,420,472     $  1,270,632
                                                     ===============================
</TABLE>

6. Debt

Debt consists of:

<TABLE>
<CAPTION>
                                                       September 30,   December 31,
                                                           2001            2000
                                                     -------------------------------
                                                     (in thousands)

        <S>                                           <C>              <C>
        Insight Ohio Credit Facility                  $     25,000     $     25,000
        Insight Indiana Credit Facility                          -          298,600
        Insight Kentucky Credit Facility                         -          356,300
        Insight Midwest Holdings Credit Facility         1,527,000                -
        Insight Midwest 9 3/4% Senior Notes                200,000          200,000
        Insight Midwest 10 1/2% Senior Notes               500,000          500,000
        Insight Inc. 12 1/4% Senior Discount Notes         400,000                -
                                                     -------------------------------
                                                         2,652,000        1,379,900
        Less unamortized discount on notes                (169,826)          (7,377)
                                                     -------------------------------
             Total debt                               $  2,482,174     $  1,372,523
                                                     ===============================
</TABLE>

                                       8

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



6. Debt (continued)

Insight Midwest Holdings Credit Facility

On January 5, 2001, through a wholly-owned subsidiary of Insight Midwest
("Insight Midwest Holdings") which holds all of our cable television systems
other than the Ohio System, we entered into a credit facility (the "Midwest
Holdings Credit Facility") to finance the AT&T transactions and to repay the
outstanding indebtedness under the Indiana and Kentucky Credit Facilities. The
Midwest Holdings Credit Facility expires in 2009 and provides for maximum
borrowings of $1.75 billion. Obligations under this credit facility are secured
by a pledge of the outstanding equity interests of Insight Midwest Holdings and
its subsidiaries.

The Midwest Holdings Credit Facility requires Insight Midwest Holdings to meet
certain financial and other debt covenants. Borrowings under this credit
facility bear interest at either an alternative base rate or Eurodollar rate,
plus an additional margin yield to Insight Midwest Holdings' leverage ratio, of
between 0.5% and 2.75%.

As a result of the repayment of the Indiana and Kentucky Credit Facilities on
January 5, 2001, we recorded an extraordinary charge of $6.1 million (net of
income tax of $4.2 million) related to the write-off of unamortized deferred
financing costs related to these credit facilities.

Insight Midwest 10 1/2% Senior Notes

In September 2001, Insight Midwest and Insight Capital, Inc. completed an
exchange offer pursuant to which the 10 1/2% Senior Notes, issued in November
2000, were exchanged for identical notes registered under the Securities Act of
1933.

Insight Inc. 12 1/4% Senior Discount Notes

On February 6, 2001, we completed a $400.0 million offering of 12 1/4% Senior
Discount Notes due in February 2011. These notes were issued at a discount to
their principal amount at maturity resulting in gross proceeds to us of $220.1
million. We utilized $20.2 million of the proceeds to repay an outstanding
intercompany loan from Insight Midwest, which we incurred in connection with the
AT&T transactions.

No cash interest on the discount notes will accrue prior to February 15, 2006.
Thereafter, cash interest on the discount notes will accrue and be payable on
February 15 and August 15 of each year, commencing August 15, 2006. The initial
accreted value of the discount notes of $220.1 million will increase until
February 15, 2006 such that the accreted value will equal the principal amount
of $400.0 million on February 15, 2006.

In September 2001, we completed an exchange offer pursuant to which the 12 1/4%
Senior Discount Notes, issued in February 2001, were exchanged for identical
notes registered under the Securities Act of 1933.

                                       9

<PAGE>


                      INSIGHT COMMUNICATIONS COMPANY, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6. Debt (continued)

Debt Facility Principal Payments

As of September 30, 2001, annual principal payments required on our debt are as
follows (in thousands):

                  2001                   $          -
                  2002                          2,500
                  2003                          3,750
                  2004                         78,750
                  2005                         81,250
                  Thereafter                2,485,750
                                         ------------
                            Total        $  2,652,000
                                         ============

Interest Rate Swap and Collar Agreements

In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). SFAS No. 133, as amended by SFAS No.
137 and No. 138, became effective for us beginning January 1, 2001. SFAS No. 133
establishes accounting and reporting standards for derivative instruments
embedded in other contracts and for hedging activities. SFAS No. 133 requires us
to recognize all derivatives on the balance sheet at fair value.

On January 1, 2001, our derivative financial instruments, which were obtained to
manage our exposure to interest rate risk, included interest rate swap and
collar agreements, which qualified as cash flow hedges. On January 1, 2001, we
recorded as a component of other comprehensive loss a $1.1 million transition
adjustment loss (net of $776,000 tax benefit) representing the cumulative effect
of adopting SFAS No. 133. Changes in the fair value of such cash flow hedges are
recognized in stockholders' equity as a component of comprehensive loss. For the
three and nine months ended September 30, 2001, the decrease in the fair value
was $7.3 million (net of $5.1 million tax benefit) and $14.7 million (net of
$10.2 million tax benefit).

7. Comprehensive Loss

Comprehensive loss totaled $27.0 million and $12.6 million for the three months
ended September 30, 2001 and 2000 and $63.0 million and $27.0 million for the
nine months ended September 30, 2001 and 2000. We own common stock that is
classified as available-for-sale and reported at market value, with unrealized
gains and losses recorded as accumulated other comprehensive income or loss in
the accompanying consolidated balance sheets. In addition, we record the
effective portion of certain derivatives' gains or losses as accumulated other
comprehensive income or loss in the accompanying consolidated balance sheets.

                                       10

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8.  Related Party Transactions

We purchase substantially all of our pay television and other programming from
affiliates of AT&T Broadband. Charges for such programming were $26.5 million
and $81.6 million for the three months and nine months ended September 30, 2001
and $15.0 million and $42.7 million for the three and nine months ended
September 30, 2000. As of September 30, 2001 and December 31, 2000, $10.9
million and $9.8 million of accrued programming costs were due to affiliates of
AT&T Broadband. We believe that the programming rates charged by the affiliates
of AT&T Broadband are lower than those available from independent parties.

9.  Commitments and Contingencies

Litigation

Insight Kentucky and certain prior owners of the Kentucky Systems have been
named in class actions regarding the pass-through of state and local property
tax charges to customers by the prior owners of the Kentucky Systems. The
plaintiffs seek monetary damages and the enjoinment of the collection of such
taxes. We believe that the Kentucky Systems have substantial and meritorious
defenses to these claims.

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.

10. Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and No.
142, "Goodwill and Other Intangible Assets", effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests. Other intangible assets will continue to be
amortized over their useful lives. We are currently reviewing the impact of
these standards and will be performing a fair value analysis at a later date in
connection with the adoption of SFAS No. 142 on January 1, 2002.

In October 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
effective for fiscal years beginning after December 15, 2001. SFAS No. 144
supersedes SFAS No. 121 and identifies the methods to be used in determining
fair value. We are currently reviewing the impact of this standard and will be
performing an analysis at a later date in connection with the adoption of SFAS
No. 144 on January 1, 2002.
                                       11

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


11.  Subsequent Event

On September 28, 2001, At Home Corporation ("@Home"), the provider of high-speed
data services for all of our upgraded systems except for those located in Ohio,
filed for protection under Chapter 11 of the Bankruptcy Code. In October 2001,
for the purpose of continuing service to existing customers and to resume the
provisioning of service to new customers, we agreed to modify certain terms of
our agreement with @Home. We are continuing to monitor the bankruptcy
proceeding. We believe that our upgraded infrastructure provides us with the
capability of entering into arrangements with other high-speed data providers in
the event that this situation is not resolved to our satisfaction. We are
currently in the process of evaluating alternative solutions. We are unable to
predict the outcome of the bankruptcy proceeding, whether it would result in a
sale of @Home's assets to a third party or in liquidation, and the ultimate
affect any such outcome would have on our existing agreement and ultimately our
ability to continue to provide high-speed data services.

                                       12

<PAGE>



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

Forward-Looking Statements

Some of the information in this quarterly report contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue" or similar words. You should
read statements that contain these words carefully because they:

     .  discuss our future expectations;

     .  contain projections of our future results of operations or of our
        financial condition; or

     .  state other "forward-looking" information.

We believe it is important to communicate our expectations to our investors.
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 as amended for the year ended December 31, 2000, as well as
any 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. Examples of
these risks include our history and expectation of future net losses, our
substantial debt, increasing programming costs and competition. 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.

Overview

Consistent with our strategy of pursuing value-enhancing transactions that fit
our geographic and clustering strategy, on January 5, 2001, we completed a
series of transactions with certain cable subsidiaries of AT&T Corp. that
increased by approximately 355,000 the number of customers we serve. We refer in
this report to these transactions, including related bank financing, as the
"AT&T transactions." Specifically, Insight Midwest acquired:

     .  all of our systems not already owned by Insight Midwest as well as
        systems which we acquired from the AT&T cable subsidiaries (comprising
        in total approximately 280,000 customers); and

     .  systems from the AT&T cable subsidiaries located in Illinois serving
        approximately 250,000 customers.

Insight Midwest acquired the systems from us and the AT&T cable subsidiaries
subject to indebtedness in the amount of $685.0 million. Insight Midwest remains
equally owned by us and AT&T Broadband. We continue to serve as the general
partner of Insight Midwest and manage and operate the Insight Midwest systems.

                                       13

<PAGE>


Results of Operations

Substantially all of our revenues were earned from customer fees for cable
television programming services including premium, digital and pay-per-view
services and ancillary services, such as rental of converters and remote control
devices, installations and from selling advertising. In addition, we earn
revenues from commissions for products sold through home shopping networks.

We have had a history of net losses and expect to continue to report net losses
for the foreseeable future. The principal reasons for our prior and anticipated
net losses include depreciation and amortization expenses associated with our
acquisitions and capital expenditures related to construction and upgrading of
our systems, and interest costs on borrowed money. We cannot predict what
impact, if any, continued losses will have on our ability to finance our
operations in the future.

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

<TABLE>
<CAPTION>
                                                         Three Months Ended September 30,      Nine Months Ended September 30,
                                                              2001              2000               2001               2000
                                                         ---------------    --------------    ---------------    ---------------
                                                                  (in thousands)                       (in thousands)
<S>                                                      <C>                  <C>              <C>               <C>
Revenue                                                    $   177,393        $   119,275      $   521,240       $    353,013
Operating costs and expenses:
     Programming and other operating costs                      65,927             42,342          194,068            127,288
     Selling, general and administrative                        31,354             22,715           94,924             68,296
     Depreciation and amortization                              94,234             62,253          274,576            175,993
                                                           -----------        -----------      -----------       ------------
Total operating costs and expenses                             191,515            127,310          563,568            371,577
                                                           -----------        -----------      -----------       ------------
 Operating loss                                                (14,122)            (8,035)         (42,328)           (18,564)
EBITDA                                                         111,140             70,069          357,078            284,383
Interest expense                                               (52,591)           (28,645)        (157,609)           (82,679)
Income tax benefit (provision)                                  14,126              7,394           25,331            (13,490)
Net income (loss)                                              (20,150)           (11,882)         (44,001)            17,392
Net cash provided by operating activities                       53,856             25,959          119,616             53,281
Net cash used in investing activities                           84,605             79,858          669,796            202,022
Net cash provided by financing activities                       53,177             24,841          736,504             78,597
</TABLE>

EBITDA represents earnings before interest, taxes, depreciation and
amortization. Our management believes that EBITDA is commonly used in the cable
television industry to analyze and compare cable television companies on the
basis of operating performance, leverage and liquidity. However, EBITDA is not
intended to be a performance measure that should be regarded as an alternative
to, or more meaningful than, either operating income or net income as an
indicator of operating performance or cash flows as a measure of liquidity, as
determined in accordance with accounting principles generally accepted in the
United States. EBITDA, as computed by management, is not necessarily comparable
to

                                       14

<PAGE>


similarly titled amounts of other companies. Refer to our financial statements,
including our statements of cash flows, which appear elsewhere in this quarterly
report.

Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000

Revenue increased $58.1 million or 48.7% to $177.4 million for the three months
ended September 30, 2001 from $119.3 million for the three months ended
September 30, 2000. The increase in revenue was primarily the result of the
Illinois cable systems acquired from AT&T in the AT&T transactions (the "AT&T
Illinois Systems"). The incremental revenue generated by the acquisition of the
AT&T Illinois Systems approximated $44.8 million, which represents 77.1% of the
increase in consolidated revenue. Excluding the AT&T Illinois Systems, revenue
increased 11.1% largely due to the sale of new services. Revenue for digital and
high-speed data in the existing systems increased by $9.3 million, a combined
132.2% growth rate. Revenue by service offering were as follows for the three
months ended September 30 (in thousands):

<TABLE>
<CAPTION>
                                       2001                         2001
                                     Revenue                       Revenue
                                        by                            by
                                     Service       % of Total      Service     % of Total
                                     Offering        Revenue       Offering      Revenue
                                    ----------     -----------    ----------   -----------
<S>                                <C>             <C>          <C>            <C>
          Basic                    $  119,341        67.3%      $   82,907        69.5%
          Premium                      14,178         8.0%          11,443         9.6%
          Pay-per-view                    873          .5%           1,409         1.2%
          Digital                      12,085         6.8%           4,036         3.4%
          Advertising sales            11,742         6.6%           8,127         6.8%
          Data services                 9,863         5.6%           2,971         2.5%
          Other                         9,311         5.2%           8,382         7.0%
                                   ----------     -------       ----------     -------

          Total                    $  177,393       100.0%      $  119,275       100.0%
                                   ==========     =======       ==========     =======
</TABLE>

On a pro forma basis including the AT&T Illinois Systems, RGUs (Revenue
Generating Units) were approximately 1,590,000 as of September 30, 2001 compared
to approximately 1,436,200 as of September 30, 2000. This represents an
annualized growth rate of 10.7%. RGUs represent the sum of basic and digital
video, high-speed data and telephone customers.

Average monthly revenue per basic customer, including management fee income, was
$46.46 for the three months ended September 30, 2001 compared to $43.46 for the
three months ended September 30, 2000 primarily reflecting the continued
successful rollout of new product offerings in the Indiana, Kentucky and Ohio
markets. Average monthly revenue per basic customer for high-speed data and
interactive digital video increased to $5.75 for the three months ended
September 30, 2001 from $2.55 for the three months ended September 30, 2000.
Excluding the AT&T Illinois Systems, the number of high-speed data service
customers increased to approximately 59,500 as of September 30, 2001 from
approximately 23,700 as of September 30, 2000, while digital customers increased
to approximately 182,300 as of September 30, 2001 from approximately 73,200 as
of September 30, 2000.

                                       15

<PAGE>


Programming and other operating costs increased $23.6 million or 55.7% to $65.9
million for the three months ended September 30, 2001 from $42.3 million for the
three months ended September 30, 2000. The increase in programming and other
operating costs was primarily the result of the acquisition of the AT&T Illinois
Systems. The incremental expense resulting from the AT&T Illinois Systems
approximated $15.8 million, which represents 67.1% of the increase in
consolidated programming and other operating costs. Excluding these systems,
programming and other operating costs increased by approximately $7.8 million or
18.3%, primarily as a result of increased programming rates and additional
programming.

Selling, general and administrative expenses increased $8.6 million or 38.0% to
$31.3 million for the three months ended September 30, 2001 from $22.7 million
for the three months ended September 30, 2000. The increase in selling, general
and administrative expenses was primarily the result of the acquisition of the
AT&T Illinois Systems. The incremental selling, general and administrative
expenses resulting from the AT&T Illinois Systems approximated $6.2 million,
which represents 71.7% of the increase. Excluding these systems, selling,
general and administrative costs increased by approximately $2.4 million or
10.8%, primarily reflecting increased marketing activity and corporate expenses
associated with new service introductions.

Depreciation and amortization expense increased $32.0 million or 51.4% to $94.2
million for the three months ended September 30, 2001 from $62.3 million for the
three months ended September 30, 2000. The increase in depreciation and
amortization expense was primarily the result of the acquisition of the AT&T
Illinois Systems. The incremental depreciation and amortization expense
resulting from the AT&T Illinois Systems approximated $24.3 million, which
represents 75.9% of the consolidated depreciation and amortization increase.
Excluding these systems, depreciation and amortization increased by
approximately $7.7 million or 12.4%, primarily due to capital expenditures made
to rebuild the existing cable equipment during previous quarters.

EBITDA increased 58.6% to $111.1 million for the three months ended September
30, 2001 from $70.0 million for the three months ended September 30, 2000
primarily due to the results generated by the AT&T Illinois Systems as well as
an increase of $14.9 million of minority interest.

Interest expense increased $23.9 million or 83.6% to $52.6 million for the three
months ended September 30, 2001 from $28.6 million for the three months ended
September 30, 2000. The increase in interest expense was primarily the result of
higher outstanding debt resulting from the acquisition of the AT&T Illinois
Systems and funding of capital expenditures during the past year.

The benefit for income taxes was $14.1 million and $7.4 million for the three
months ended September 30, 2001 and 2000, representing effective tax rates of
41.2% and 38.4%.

For the three months ended September 30, 2001, the net loss was $20.2 million
primarily for the reasons set forth above.

                                       16

<PAGE>


Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000

Revenue increased $168.2 million or 47.7% to $521.2 million for the nine months
ended September 30, 2001 from $353.0 million for the nine months ended September
30, 2000. The increase in revenue was primarily the result of the acquisition of
the AT&T Illinois Systems. The incremental revenue generated by the AT&T
Illinois Systems approximated $134.9 million, which represents 80.2% of the
increase in consolidated revenue. Excluding the AT&T Illinois Systems, revenue
increased 9.4% largely due to the sale of new services. Revenue for digital and
high-speed data in the existing systems increased by $24.0 million, a combined
134.7% growth rate. Revenue by service offering were as follows for the nine
months ended September 30 (in thousands):

<TABLE>
<CAPTION>
                                          2001                         2001
                                       Revenue by                   Revenue by
                                        Service      % of Total      Service       % of Total
                                       Offering       Revenue       Offering        Revenue
                                     ------------  -------------  -------------   ------------
<S>                                  <C>           <C>            <C>             <C>
           Basic                     $  354,277         68.0%      $  246,194         69.7%
           Premium                       43,591          8.4%          35,020          9.9%
           Pay-per-view                   3,405           .6%           5,158          1.5%
           Digital                       33,152          6.4%          11,075          3.1%
           Advertising sales             33,472          6.4%          24,339          6.9%
           Data services                 24,810          4.8%           6,753          1.9%
           Other                         28,533          5.4%          24,474          7.0%
                                    -----------      -------       ----------      -------

           Total                    $   521,240        100.0%      $  353,013        100.0%
                                    ===========      =======       ==========      =======
</TABLE>


Average monthly revenue per basic customer, including management fee income, was
$45.37 for the nine months ended September 30, 2001 compared to $42.53 for the
nine months ended September 30, 2000 primarily reflecting the continued
successful rollout of new product offerings in the Indiana, Kentucky and Ohio
markets. Average monthly revenue per basic customer for high-speed data and
interactive digital video increased to $5.04 for the nine months ended September
30, 2001 from $2.15 for the nine months ended September 30, 2000. Excluding the
AT&T Illinois Systems, the number of high-speed data service customers increased
to approximately 59,500 as of September 30, 2001 from approximately 23,700 as of
September 30, 2000, while digital customers increased to approximately 182,300
as of September 30, 2001 from approximately 73,200 as of September 30, 2000.

Programming and other operating costs increased $66.8 million or 52.5% to $194.1
million for the nine months ended September 30, 2001 from $127.3 million for the
nine months ended September 30, 2000. The increase in programming and other
operating costs was primarily the result of the acquisition of the AT&T Illinois
Systems. The incremental expense resulting from the AT&T Illinois Systems
approximated $47.7 million, which represents 69.9% of the increase in
consolidated programming and other operating costs. Excluding these systems,
programming and other operating costs increased by approximately $20.1 million
or 15.8%, primarily as a result of increased programming rates and additional
programming.

                                       17

<PAGE>

Selling, general and administrative expenses increased $26.6 million or 39.0% to
$94.9 million for the nine months ended September 30, 2001 from $68.3 million
for the nine months ended September 30, 2000. The increase in selling, general
and administrative expenses was primarily the result of the acquisition of the
AT&T Illinois Systems. The incremental selling, general and administrative
expenses resulting from the AT&T Illinois systems approximated $20.2 million,
which represents 75.8% of the increase. Excluding these systems, selling,
general and administrative costs increased by approximately $6.5 million or
9.5%, primarily reflecting increased marketing activity and corporate expenses
associated with new service introductions.

Depreciation and amortization expense increased $98.6 million or 56.0% to $274.6
million for the nine months ended September 30, 2001 from $176.0 million for the
nine months ended September 30, 2000. The increase in depreciation and
amortization expense was primarily the result of the acquisition of the AT&T
Illinois Systems. The incremental depreciation and amortization expense
resulting from the AT&T Illinois Systems approximated $69.3 million, which
represents 70.3% of the consolidated depreciation and amortization increase.
Excluding these systems, depreciation and amortization increased by
approximately $29.3 million or 16.6%, primarily due to capital expenditures made
to rebuild the existing cable equipment during previous quarters.

EBITDA increased 25.6% to $357.1 million for the nine months ended September 30,
2001 from $284.4 million for the nine months ended September 30, 2000. This
increase was primarily due to the results generated by the AT&T Illinois
Systems, a $34.2 million gain on a cable system exchange as well as an increase
of $52.2 million of minority interest. These increases were offset by an $81.0
million gain on sale of equity investments recorded during the nine months ended
September 30, 2000 and a $6.1 million extraordinary loss recorded during the
nine months ended September 30, 2001 due to early extinguishments of debt.

Interest expense increased $74.9 million or 90.6% to $157.6 million for the nine
months ended September 30, 2001 from $82.7 million for the nine months ended
September 30, 2000. The increase in interest expense was primarily the result of
higher outstanding debt resulting from the acquisition of the AT&T Illinois
Systems and funding of capital expenditures during the past year.

The benefit (provision) for income taxes was $25.3 million and $(13.5) million
for the nine months ended September 30, 2001 and 2000, representing effective
tax rates of 40.1% and 43.7%.

For the nine months ended September 30, 2001, the net loss was $44.0 million
primarily for the reasons set forth above.

                                       18

<PAGE>

Liquidity and Capital Resources

Our business requires cash for operations, debt service, capital expenditures
and acquisitions. The cable television business has substantial on-going capital
requirements for the construction, expansion and maintenance of its broadband
networks. Expenditures have primarily been used to upgrade our existing cable
network, and in the future will be used for network extensions, new services,
converters and network upgrades. Historically, we have been able to meet our
cash requirements with cash flow from operations, borrowings under our credit
facilities, issuances of private equity and accessing other public sources.

For the nine months ended September 30, 2001 and September 30, 2000, we spent
$230.2 million and $195.3 million in capital expenditures largely to support our
plant rebuild including interactive technology and telephone services, digital
converter and modem purchases and, to a lesser extent, network extensions. We
will continue to incur capital expenditures particularly for success-based
deployment of new services, including telephone services and for the upgrade of
the Illinois cable television systems, which involve the use of fiber optics and
other capital projects associated with implementing our clustering strategy.

On January 5, 2001, in connection with the AT&T transactions, Insight Midwest
Holdings entered into the $1.75 billion Midwest Holdings Credit Facility from
which it borrowed $663.0 million to repay the Indiana and Kentucky credit
facilities and $685.0 million to finance the AT&T transactions.

On January 5, 2001, Insight Midwest acquired all of the common equity interests
of Insight Ohio as part of the AT&T transactions. Insight Ohio is an
unrestricted subsidiary under the indentures governing our and Insight Midwest's
notes, and is prohibited by the terms of its indebtedness from making
distributions to Insight Midwest.

On February 6, 2001, we completed an offering of $400.0 million principal amount
at maturity of 12 1/4% senior discount notes due 2011. These notes were issued
at a discount to their principal amount at maturity resulting in gross proceeds
to us of approximately $220.1 million. We utilized approximately $20.2 million
of the proceeds to repay the outstanding amount of an inter-company loan from
Insight Midwest, which we incurred in connection with the financing of the AT&T
transactions. In turn, Insight Midwest applied these proceeds against it's
outstanding senior bank credit facility borrowings. We intend to use the
remaining proceeds for general corporate purposes, including joint ventures
and/or strategic acquisitions. No cash interest on the discount notes will
accrue prior to February 15, 2006. Thereafter, cash interest on the discount
notes will accrue and be payable on February 15 and August 15 of each year,
commencing August 15, 2006. The initial accreted value of the discount notes of
approximately $220.1 million will increase until February 15, 2006 such that the
accreted value will equal the principal amount of $400.0 million on February 15,
2006.

Cash provided by operations for the nine months ended September 30, 2001 and
2000 was $119.6 million and $53.3 million. The increase was primarily
attributable to the AT&T Illinois Systems and timing changes in working capital
accounts.

                                       19

<PAGE>

Cash used in investing activities for the nine months ended September 30, 2001
and 2000 was $669.8 million and $202.0 million. The increase was primarily
attributable to the purchase of cable television systems, net of cash acquired.

Cash provided by financing activities for the nine months ended September 30,
2001 and 2000 was $736.5 million and $78.6 million. The increase was primarily
attributable to net borrowings from credit facilities and issuance of notes
partially offset by repayment of debt associated with the purchase of cable
television systems.

As of September 30, 2001, we had aggregate consolidated indebtedness of $2.48
billion, including $1.55 billion outstanding under senior bank credit
facilities. The senior bank credit facilities consisted of:

     .    $1.75 billion Midwest Holdings Credit Facility maturing in 2009, which
          is being utilized to support Insight Midwest's operations and
          build-out, and on which $1.53 billion was borrowed. The remaining
          availability of $223.0 million will be used to support the
          aforementioned capital expenditures; and

     .    $25.0 million Insight Ohio Credit Facility maturing in 2004, which was
          fully-borrowed.

The weighted average interest rate for amounts outstanding under our senior
credit facilities as of September 30, 2001 was 5.36%. The facilities contain
covenants restricting, among other things, our ability to make capital
expenditures, acquire or dispose of assets, make investments and engage in
transactions with related parties. The facilities also require compliance with
certain financial ratios and contain customary events of default.

We believe that the Midwest Holdings Credit Facility, cash on-hand and our cash
flow from operations are sufficient to support our current operating plan. We
intend to continue to draw upon the $223.0 million of unused availability under
the Midwest Holdings Credit Facility as discussed above 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. In addition, as a result of our February 2001 offering of notes,
we could provide additional funding support to Insight Midwest.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and No.
142, "Goodwill and Other Intangible Assets", effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests. Other intangible assets will continue to be
amortized over their useful lives. We are currently reviewing the impact of
these standards and will be performing a fair value analysis at a later date in
connection with the adoption of SFAS No. 142 on January 1, 2002.

                                       20

<PAGE>

In October 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
effective for fiscal years beginning after December 15, 2001. SFAS No. 144
supersedes SFAS No. 121 and identifies the methods to be used in determining
fair value. We are currently reviewing the impact of this standard and will be
performing an analysis at a later date in connection with the adoption of SFAS
No. 144 on January 1, 2002.

                                       21

<PAGE>

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Our revolving credit and term loan agreements bear interest at floating rates.
Accordingly, we are exposed to potential losses related to changes in interest
rates. We do not enter into derivatives or other financial instruments for
trading or speculative purposes. In order to manage our exposure to interest
rate risk, we enter into derivative financial instruments, typically interest
rate swaps and collars. The counterparties to our swap and collar agreements are
major financial institutions. As of September 30, 2001, our interest rate swap
and collar agreements expire in varying amounts through July 2003.

The fair market value and carrying value of our Notes was $949.0 million and
$930.2 million as of September 30, 2001. 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,
2001, the estimated fair value (cost if terminated) of our interest rate swap
and collar agreements was approximately $(26.9) million, which represents the
amount required to enter into offsetting contracts with similar remaining
maturities based on quoted market prices and is reflected in our financial
statements as other non-current liabilities. Changes in the fair value of
derivative financial instruments are either recognized in income or in
stockholders' equity as a component of other comprehensive loss depending on
whether the derivative financial instruments qualify for hedge accounting.

As of September 30, 2001, we had entered into interest rate swaps that
approximated $625.0 million, or 40.3%, of our borrowings under all of our credit
facilities. Accordingly, a hypothetical 100 basis point increase in interest
rates along the entire interest rate yield curve would increase our annual
interest expense by approximately $9.3 million.

                                       22

<PAGE>

                           PART II. OTHER INFORMATION

Item 2. Changes in Securities

During the three months ended September 30, 2001, we granted stock options to
certain of our employees and external consultants to purchase an aggregate of
763,682 shares of Class A common stock. The grants were not registered under the
Securities Act of 1933 because such grants either did not involve an offer or
sale for purposes of Section 2(a)(3) of the Securities Act of 1933, in reliance
on the fact that the stock options were granted for no consideration, or were
offered and sold in transactions not involving a public offering, exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) and in
compliance with Rule 506 thereunder.

                                       23

<PAGE>


Item 6.  Exhibits and Reports on Form 8-K


(a)  Exhibits:

        None

(b)  Reports on Form 8-K:

        None

                                       24

<PAGE>

                                   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 13, 2001           INSIGHT COMMUNICATIONS COMPANY, INC.


                                   By: /s/ Kim D. Kelly
                                   --------------------
                                   Kim D. Kelly
                                   Executive Vice President and Chief Financial
                                   & Operating Officer
                                   (Principal Financial and Accounting Officer)

                                       25