<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 June 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 August 6, 2001
-------------------------------------------      -----------------------------
     Class A Common Stock, $.01 Par Value                   50,048,810
     Class B Common Stock, $.01 Par Value                   10,165,050

================================================================================
<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>
                                                                                         June 30,                  December 31,
                                                                                          2001                        2000
                                                                                 -----------------------     -------------------
                                                                                        (unaudited)                 (Note 2)
<S>                                                                            <C>                         <C>
Assets
Cash and cash equivalents                                                                $   197,629            $    33,733
Investments                                                                                   17,940                 27,846
Trade accounts receivable, net of allowance for doubtful accounts of $1,094 and
 $1,326 as of June 30, 2001 and December 31, 2000                                             22,610                 18,169
Launch funds receivable                                                                        8,905                 16,123
Prepaid expenses and other assets                                                             10,378                 12,178
                                                                                --------------------     ------------------
 Total current assets                                                                        257,462                108,049

Fixed assets, net                                                                          1,073,470                820,888
Intangible assets, net                                                                     2,468,763              1,270,632
Deferred financing costs, net of accumulated amortization of $3,480 and $3,537
 as of June 30, 2001 and December 31, 2000                                                    34,699                 28,165
Investment in unconsolidated affiliates                                                          803                  2,172
Other non-current assets                                                                      14,662                 14,680
                                                                                --------------------     ------------------
 Total assets                                                                            $ 3,849,859            $ 2,244,586
                                                                                ====================     ==================

Liabilities and stockholders' equity
Accounts payable                                                                         $    30,487            $    46,158
Accrued expenses and other liabilities                                                        15,292                 12,191
Accrued property taxes                                                                        14,349                 11,698
Accrued programming costs                                                                     37,060                 23,527
Deferred revenue                                                                               3,296                  4,069
Interest payable                                                                              17,021                 20,705
Preferred interest distribution payable                                                        5,250                  5,250
                                                                                --------------------     ------------------
 Total current liabilities                                                                   122,755                123,598

Deferred revenue                                                                              14,677                 14,605
Deferred income taxes                                                                         39,172                 60,824
Debt                                                                                       2,415,083              1,372,523
Other non-current liabilities                                                                 19,404                     --

Commitments and contingencies

Minority interest                                                                            336,643                (47,925)
Preferred interests                                                                          182,854                180,281

Stockholders' equity:
Preferred stock; $.01 par value; 100,000,000 shares authorized; no shares
 issued and outstanding as of June 30, 2001 and December 31, 2000                                 --                     --
Common stock; $.01 par value:
Class A - 300,000,000 shares authorized; 50,031,680 and 49,957,180 shares
 issued and outstanding as of June 30, 2001 and December 31, 2000                                500                    500
Class B - 100,000,000 shares authorized; 10,165,050 and 10,226,050 shares
 issued and outstanding as of June 30, 2001 and December 31, 2000                                102                    102
Additional paid-in-capital                                                                   869,796                655,253
Accumulated deficit                                                                         (139,026)              (115,175)
Accumulated other comprehensive loss                                                         (12,101)                    --
                                                                                --------------------     ------------------
 Total stockholders' equity                                                                  719,271                540,680
                                                                                --------------------     ------------------
 Total liabilities and stockholders' equity                                              $ 3,849,859            $ 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 June 30,       Six months ended June 30,
                                                                2001           2000              2001            2000
                                                            -----------    ------------      -----------     -----------
<S>                                                         <C>            <C>              <C>             <C>
Revenue                                                     $    175,310     $   118,931     $   343,847     $   233,738

Operating costs and expenses:
 Programming and other operating costs                            58,321          41,526         112,720          78,815
 Selling, general and administrative                              39,889          23,329          78,991          51,504
 Depreciation and amortization                                    92,076          58,198         180,342         113,948
                                                            ------------     -----------     -----------     -----------
Total operating costs and expenses                               190,286         123,053         372,053         244,267
                                                            ------------     -----------     -----------     -----------

Operating loss                                                   (14,976)         (4,122)        (28,206)        (10,529)

Other income (expense):
 Gain (loss) on cable systems exchange (Note 3)                       --             (45)         34,178             (66)
 Interest expense                                                (53,610)        (27,687)       (105,018)        (54,034)
 Interest income                                                   2,315           1,745           4,366           3,618
 Other                                                              (290)            195            (517)            (35)
                                                            ------------     -----------     -----------     -----------
Total other expense, net                                         (51,585)        (25,792)        (66,991)        (50,517)

Loss before minority interest, investment activity,
 income taxes and extraordinary item                             (66,561)        (29,914)        (95,197)        (61,046)
Minority interest                                                 35,227          15,466          69,665          30,920
Equity in losses of investees                                       (657)         (1,150)         (1,369)         (2,321)
Impairment write-down of investments                              (2,069)             --          (2,069)             --
Gain on sale of equity investment                                     --              --              --          80,968
                                                            ------------     -----------     -----------     -----------
Income (loss) before income taxes and extraordinary item         (34,060)        (15,598)        (28,970)         48,521
Benefit (provision) for income taxes                              12,186           6,614          11,205         (19,247)
                                                            ------------     -----------     -----------     -----------
Income (loss) before extraordinary item                          (21,874)         (8,984)        (17,765)         29,274
Extraordinary loss from early extinguishment of debt,
 net of tax (Note 6)                                                  --              --          (6,086)             --
                                                            ------------     -----------     -----------     -----------
Net income (loss)                                                (21,874)         (8,984)        (23,851)         29,274
Accrual of preferred interests                                    (4,807)         (4,662)         (9,573)         (9,289)
                                                            ------------     -----------     -----------     -----------
Net income (loss) applicable to common stockholders         $    (26,681)    $   (13,646)    $   (33,424)    $    19,985
                                                            ============     ===========     ===========     ===========


Basic and diluted loss per share relating to
 extraordinary item                                         $         --     $        --     $      (.10)    $        --
Basic and diluted income (loss) per share                   $       (.44)    $      (.23)    $      (.56)    $       .33
Basic and diluted weighted-average shares outstanding         60,186,834      60,183,230      60,185,042      60,183,230
</TABLE>

                            See accompanying notes

                                       3
<PAGE>

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



<TABLE>
<CAPTION>
                                                                                                 Six months ended June 30,
                                                                                              2001                       2000
                                                                                       -----------------          -----------------
<S>                                                                                     <C>                         <C>
Operating activities:
 Net income (loss)                                                                      $  (23,851)                  $  29,274
 Adjustments to reconcile net income (loss) to net cash provided
 by operating activities:
      Depreciation and amortization                                                        180,342                     113,948
      Equity in losses of investees                                                          1,369                       2,321
      Impairment of investments                                                              2,069                           -
      Gain on cable systems exchange                                                       (34,178)                          -
      Gain on sale of equity investment                                                          -                     (80,968)
      Extraordinary loss from early extinguishment of debt, net of tax                       6,086                           -
      Minority interest                                                                    (69,665)                    (30,920)
      Provision for losses on trade accounts receivable                                      5,146                       3,642
      Amortization of bond discount                                                         10,375                        (404)
      Deferred income taxes                                                                (11,508)                     16,875
      Changes in operating assets and liabilities, net of the effect
       of acquisitions:
             Trade accounts receivable                                                      (6,069)                     (1,516)
             Launch fund receivable                                                          7,218                         (37)
             Prepaid expenses and other assets                                               2,236                      (4,991)
             Accounts payable                                                              (15,671)                    (12,665)
             Accrued expenses and other liabilities                                         11,861                      (7,237)
                                                                                       -----------------          -----------------
 Net cash provided by operating activities                                                  65,760                      27,322
                                                                                       -----------------          -----------------

Investing activities:
 Purchase of fixed assets                                                                 (145,806)                   (115,446)
 Purchase of cable television systems, net of cash acquired                               (436,760)                     (1,718)
 Investments in equity securities                                                           (2,625)                     (5,000)
                                                                                       -----------------          -----------------
 Net cash used in investing activities                                                    (585,191)                   (122,164)
                                                                                       -----------------          -----------------

Financing activities:
 Distributions of preferred interests                                                       (7,000)                     (7,000)
 Proceeds from borrowings under credit facilities                                        1,467,000                      63,000
 Proceeds from issuance of notes                                                           220,084                           -
 Repayment of credit facilities                                                           (654,900)                     (1,000)
 Repayment of debt associated with cable system transaction                               (323,547)                          -
 Principal payment on capital leases                                                             -                         (41)
 Debt issuance costs                                                                       (18,310)                     (1,203)
                                                                                       -----------------          -----------------
 Net cash provided by financing activities                                                 683,327                      53,756
                                                                                       -----------------          -----------------

Net increase (decrease) in cash and cash equivalents                                       163,896                     (41,086)
Cash and cash equivalents, beginning of period                                              33,733                     113,511
                                                                                       -----------------          -----------------
Cash and cash equivalents, end of period                                                $  197,629                   $  72,425
                                                                                       =================          =================

Supplemental disclosure of cash flow information:
Cash paid for interest                                                                  $  105,051                   $  57,644
Cash paid for income taxes                                                                     228                         312

Supplemental disclosure of non-cash investing activities:
Contribution of cable system assets by joint venture partner                            $  981,622                   $       -
</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.

On August 8, 2000, we completed the purchase of the remaining 25% common equity
interest in Insight Ohio, which we previously did not own. At the same time, the
Insight Ohio operating agreement was amended to provide us with 70% of its total
voting power. As such, the results of Insight Ohio have been consolidated in our
results for the three months and six months ended June 30, 2001 and our
previously reported results for the three months and six months ended June 30,
2000 have been adjusted to give effect to such consolidation.

The accompanying consolidated financial statements include our accounts and
those of our wholly-owned subsidiaries, Insight LP and Insight Interactive LLC
("Insight Interactive"), which owns a 50% equity interest in Source Suite LLC,
accounted for under the equity method of accounting.

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 six months ended June 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 2000 amounts have been reclassified to conform to the 2001 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 June 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 six months ended June 30,
2001 and 2000 and three months ended June 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 six months ended June 30, 2001 are as
follows (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                         Three months ended                        Six months ended
                                                               June 30,                                 June 30,
                                                       2001                 2000                 2001                2000
                                                  -------------        -------------        -------------       -------------
<S>                                          <C>                  <C>                  <C>                  <C>
Revenue                                            $175,310             $164,711             $344,055             $326,286
Income (loss) before extraordinary
 item and accrual of preferred
 interests                                          (21,874)             (15,185)             (38,460)              17,419
Net income (loss) applicable to
 common shareholders                                (26,681)             (19,847)             (54,119)               8,130
Basic and diluted income (loss) per
 share                                                 (.44)                (.33)                (.90)                 .14
</TABLE>


5. Long-Lived Assets

Fixed assets consist of:
<TABLE>
<CAPTION>
                                                              June 30,           December 31,
                                                                2001                 2000
                                                       -----------------------------------------
                                                                     (in thousands)

<S>                                                      <C>                  <C>
Land, buildings and improvements                                 $   47,616           $   23,436
Cable television equipment                                        1,384,252            1,082,194
Furniture, fixtures and office equipment                             13,442                9,646
                                                       -----------------------------------------
                                                                  1,445,310            1,115,276
Less accumulated depreciation and amortization                     (371,840)            (294,388)
                                                       -----------------------------------------
 Total fixed assets                                              $1,073,470           $  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>
                                                                        June 30,           December 31,
                                                                           2001                 2000
                                                                        --------------------------------
                                                                             (in thousands)
               <S>                                                      <C>                 <C>
              Franchise rights                                           $2,678,752           $1,396,416
              Goodwill                                                       69,354               71,267
                                                                        --------------------------------
                                                                          2,748,106            1,467,683
              Less accumulated amortization                                (279,343)            (197,051)
                                                                         --------------------------------
                 Total intangible assets                                 $2,468,763           $1,270,632
                                                                         ================================
</TABLE>



6. Debt

Debt consists of:

<TABLE>
<CAPTION>
                                                                        June 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                   1,467,000                    -
              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                    -
                                                              -----------------------------------------
                                                                         2,592,000            1,379,900
              Less unamortized discount on Notes                          (176,917)              (7,377)
                                                              -----------------------------------------
                 Total debt                                             $2,415,083           $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 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.

                                       9
<PAGE>
                     INSIGHT COMMUNICATIONS COMPANY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. Debt (continued)

Debt Facility Principal Payments

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

<TABLE>
          <S>                                                 <C>
          2001                                      $              -
          2002                                                 2,500
          2003                                                 3,750
          2004                                                78,750
          2005                                                81,250
          Thereafter                                       2,425,750
                                                  ------------------

               Total                                      $2,592,000
                                                  ==================
</TABLE>

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, 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 income. For
the three and six months ended June 30, 2001, the decrease in the fair value was
$1.6 million (net of $1.1 million tax benefit) and $7.4 million (net of $5.1
million tax benefit).


7. Comprehensive Loss

Comprehensive loss totaled $20.6 million and $31.7 million for the three months
ended June 30, 2001 and 2000 and $36.0 million and $14.4 million for the six
months ended June 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 $45.0 million
and $88.5 million for the three months and six months ended June 30, 2001 and
$25.1 million and $49.5 million for the three and six months ended June 30,
2000.  As of June 30, 2001 and December 31, 2000, $20.6 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.

                                       11
<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.

                                       12
<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                         Six Months
                                                            Ended June 30,                       Ended June 30,
                                                           2001              2000              2001              2000
                                                    -----------       -----------       -----------       -----------
                                                           (in thousands)                      (in thousands)
<S>                                                 <C>               <C>               <C>               <C>
Revenue                                             $   175,310       $   118,931       $   343,847       $   233,738
Operating costs and expenses:
   Programming and other operating costs                 58,321            41,526           112,720            78,815
   Selling, general and administrative                   39,889            23,329            78,991            51,504
   Depreciation and amortization                         92,076            58,198           180,342           113,948
                                                    -----------       -----------       -----------       -----------
Total operating costs and expenses                      190,286           123,053           372,053           244,267
                                                    -----------       -----------       -----------       -----------
Operating loss                                          (14,976)           (4,122)          (28,206)          (10,529)
EBITDA                                                  109,311            68,542           245,938           212,885
Interest expense                                        (53,610)          (27,687)         (105,018)          (54,034)
Benefit from (provision for) income taxes                12,186             6,614            11,205           (19,247)
Net income (loss)                                       (21,874)           (8,984)          (23,851)           29,274
Net cash provided by (used in) operating
 activities                                              (1,110)           (8,315)           65,760            27,322
Net cash used in investing activities                    84,763            65,560           585,191           122,164
Net cash provided by financing activities                88,000            52,780           683,327            53,756
</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 generally accepted accounting

                                       13
<PAGE>

principles. EBITDA, as computed by management, is not necessarily comparable to
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 June 30, 2001 Compared to Three Months Ended June 30, 2000

Revenue increased $56.4 million or 47.4% to $175.3 million for the three months
ended June 30, 2001 from $118.9 million for the three months ended June 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 $45.5 million, which represents 80.6% of the
increase in consolidated revenue. Excluding the AT&T Illinois Systems, revenue
increased 9.2% largely due to the sale of new services. Revenue for digital and
high-speed data in the existing systems increased by $8.4 million, a combined
136.7% growth rate. Revenue by service offering were as follows for the three
months ended June 30 (in thousands):

<TABLE>
<CAPTION>
                                     2001                     2000
                                   Revenue                  Revenue
                                      by          % of         by         % of
                                   Service       Total      Service      Total
                                   Offering     Revenue     Offering    Revenue
                                   --------     -------     --------    -------
           <S>                  <C>             <C>      <C>            <C>
           Basic                $   118,148      67.4%   $    82,031     69.0%
           Premium                   14,408       8.2%        11,754      9.9%
           Pay-per-view               1,245       0.8%         2,183      1.8%
           Digital                   11,563       6.6%         3,821      3.2%
           Advertising sales         12,130       6.9%         8,644      7.3%
           Data services              8,471       4.8%         2,308      1.9%
           Other                      9,345       5.3%         8,190      6.9%
                                -----------     -----    -----------    -----

           Total                $   175,310       100%   $   118,931      100%
                                ===========     =====    ===========    =====
</TABLE>

On a pro forma basis including the AT&T Illinois Systems, RGUs (Revenue
Generating Units) were approximately 1,544,500 as of June 30, 2001 compared to
approximately 1,411,300 as of June 30, 2000. This represents an annualized
growth rate of 9.4%. RGUs represent the sum of basic and digital video, high-
speed data and telephone customers.

Average monthly revenue per basic customer, including management fees, was
$45.74 for the three months ended June 30, 2001 compared to $43.02 for the three
months ended June 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 $5.23 for the three months ended June 30, 2001 from $2.03 for
the three months ended June 30, 2000. Excluding the AT&T Illinois Systems, the
number of high-speed data service customers increased to approximately 46,400 as
of June 30, 2001 from approximately 18,500 as of June 30, 2000, while digital
customers increased to approximately 140,200 as of June 30, 2001 from
approximately 63,800 as of June 30, 2000.

                                       14
<PAGE>

Programming and other operating costs increased $16.8 million or 40.4% to $58.3
million for the three months ended June 30, 2001 from $41.5 million for the
three months ended June 30, 2000. The increase in programming and other
operating costs was primarily the result of the AT&T Illinois Systems. The
incremental expense resulting from the AT&T Illinois Systems approximated $15.4
million, which represents 91.6% of the increase in consolidated programming and
other operating costs. Excluding these systems, programming and other operating
costs increased by approximately $1.4 million accounting for 8.4% of the
increase, primarily as a result of increased programming rates and additional
programming.

Selling, general and administrative expenses increased $16.6 million or 71.0% to
$39.9 million for the three months ended June 30, 2001 from $23.3 million for
the three months ended June 30, 2000. The increase in selling, general and
administrative expenses was primarily the result of the AT&T Illinois Systems.
The incremental selling, general and administrative expenses resulting from the
AT&T Illinois Systems approximated $8.9 million, which represents 53.8% of the
increase. Excluding these systems, these costs increased by approximately $7.7
million accounting for 46.2% of the increase, primarily reflecting increased
marketing activity and corporate expenses associated with new product
introductions.

Depreciation and amortization expense increased $33.9 million or 58.2% to $92.1
million for the three months ended June 30, 2001 from $58.2 million for the
three months ended June 30, 2000. The increase in depreciation and amortization
expense was primarily the result of the AT&T Illinois Systems. The incremental
depreciation and amortization expense resulting from the AT&T Illinois Systems
approximated $23.9 million, which represents 70.5% of the consolidated
depreciation and amortization increase. Excluding these systems, depreciation
and amortization increased by approximately $10.0 million accounting for 29.5%
of the increase, primarily due to capital expenditures made to rebuild the
existing cable equipment during previous quarters.

EBITDA increased 59.5% to $109.3 million for the three months ended June 30,
2001 from $68.5 million for the three months ended June 30, 2000 primarily as a
result of a full quarter of results generated by the AT&T Illinois Systems as
well as an increase of $19.8 million of minority interest.

Interest expense increased $25.9 million or 93.6% to $53.6 million for the three
months ended June 30, 2001 from $27.7 million for the three months ended June
30, 2000. The increase in interest expense was primarily the result of higher
outstanding debt resulting from the AT&T Illinois Systems and funding of capital
expenditures during the past year.

The benefit for income taxes was $12.2 million and $6.6 million for the three
months ended June 30, 2001 and 2000, representing effective tax rates of 35.8%
and 42.4%.

For the three months ended June 30, 2001, the net loss was $21.9 million
primarily for the reasons set forth above.

                                       15
<PAGE>

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000

Revenue increased $110.1 million or 47.1% to $343.8 million for the six months
ended June 30, 2001 from $233.7 million for the six months ended June 30, 2000.
The increase in revenue was primarily the result of the AT&T Illinois Systems.
The incremental revenue generated by the AT&T Illinois Systems approximated
$90.1 million, which represents 81.8% of the increase in consolidated revenue.
Excluding the AT&T Illinois Systems, revenue increased 8.6% largely due to the
sale of new services. Revenue for digital and high-speed data in the existing
systems increased by $14.7 million, a combined 135.6% growth rate. Revenue by
service offering were as follows for the six months ended June 30 (in
thousands):

<TABLE>
                                   2001                      2000
                                 Revenue                   Revenue
                                    by          % of          by         % of
                                 Service       Total       Service      Total
                                 Offering     Revenue      Offering    Revenue
                                 --------     -------      --------    -------
<S>                             <C>           <C>         <C>          <C>
            Basic               $ 234,936       68.3%     $ 163,287      69.9%
            Premium                29,413        8.6%        23,578      10.1%
            Pay-per-view            2,531        0.8%         3,749       1.6%
            Digital                21,083        6.1%         7,079       3.0%
            Advertising sales      21,729        6.3%        16,211       6.9%
            Data services          14,947        4.3%         3,781       1.6%
            Other                  19,208        5.6%        16,053       6.9%
                                ---------      -----      ---------     -----

            Total               $ 343,847        100%     $ 233,738       100%
                                =========      =====      =========     =====
</TABLE>

On a pro forma basis including the AT&T Illinois Systems, RGUs were
approximately 1,544,500 as of June 30, 2001 compared to approximately 1,411,300
as of June 30, 2000. This represents an annualized growth rate of 9.4%.

Average monthly revenue per basic customer, including management fees, was
$44.88 for the six months ended June 30, 2001 compared to $42.24 for the six
months ended June 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 $4.70 for the six months ended June 30, 2001 from $1.79 for
the six months ended June 30, 2000. Excluding the AT&T Illinois Systems, the
number of high-speed data service customers increased to approximately 46,400 as
of June 30, 2001 from approximately 18,500 as of June 30, 2000, while digital
customers increased to approximately 140,200 as of June 30, 2001 from
approximately 63,800 as of June 30, 2000.

Programming and other operating costs increased $33.9 million or 43.0% to $112.7
million for the six months ended June 30, 2001 from $78.8 million for the six
months ended June 30, 2000. The increase in programming and other operating
costs was primarily the result of the AT&T Illinois Systems. The incremental
expense resulting from the AT&T Illinois Systems approximated $29.9 million,
which represents 88.3% of the increase in consolidated programming and other
operating costs. Excluding

                                       16
<PAGE>

these systems, programming and other operating costs increased by approximately
$4.0 million accounting for 11.7% of the increase, primarily as a result of
increased programming rates and additional programming.

Selling, general and administrative expenses increased $27.5 million or 53.4% to
$79.0 million for the six months ended June 30, 2001 from $51.5 million for the
six months ended June 30, 2000. The increase in selling, general and
administrative expenses was primarily the result of the AT&T Illinois Systems.
The incremental selling, general and administrative expenses resulting from the
AT&T Illinois systems approximated $15.9 million, which represents 57.8% of the
increase. Excluding these systems, these costs increased by approximately $11.6
million accounting for approximately 42.2% of the total increase, primarily
reflecting increased marketing activity and corporate expenses associated with
new product introductions.

Depreciation and amortization expense increased $66.4 million or 58.3% to $180.3
million for the six months ended June 30, 2001 from $113.9 million for the six
months ended June 30, 2000. The increase in depreciation and amortization
expense was primarily the result of the AT&T Illinois Systems. The incremental
depreciation and amortization expense resulting from the AT&T Illinois Systems
approximated $44.9 million, which represents 67.7% of the consolidated
depreciation and amortization increase. Excluding these systems, depreciation
and amortization increased by approximately $21.4 million accounting for 32.3%
of the increase, primarily due to capital expenditures made to rebuild the
existing cable equipment during previous quarters.

EBITDA increased 15.5% to $245.9 million for the six months ended June 30, 2001
from $212.9 million for the six months ended June 30, 2000. This increase was
primarily the result of a full quarter of results generated by the AT&T Illinois
Systems, a $34.2 million gain on a cable system exchange as well as an increase
of $38.7 million of minority interest. These increases were offset by an $81.0
million gain on sale of equity investments recorded during the six months ended
June 30, 2000 and a $6.1 million extraordinary loss recorded during the six
months ended June 30, 2001 due to early extinguishments of debt.

Interest expense increased $51.0 million or 94.4% to $105.0 million for the six
months ended June 30, 2001 from $54.0 million for the six months ended June 30,
2000. The increase in interest expense was primarily the result of higher
outstanding debt resulting from the AT&T Illinois Systems and funding of capital
expenditures during the past year.

The benefit (provision) for income taxes was $11.2 million and $(19.2) million
for the six months ended June 30, 2001 and 2000, representing effective tax
rates of 38.7% and 39.7%.

For the six months ended June 30, 2001, the net loss was $23.9 million primarily
for the reasons set forth above.

                                       17
<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 six months ended June 30, 2001 and June 30, 2000, we spent $145.8
million and $115.4 million in capital expenditures largely to support our plant
rebuild, digital converter 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 six months ended June 30, 2001 and 2000 was
$65.8 million and $27.3 million. The increase was primarily attributable to the
AT&T Illinois Systems, the timing of payments against accounts payable and
accrued expense balances and an increase in receipts of launch funds from
programmers partially offset by an increase in accounts receivable balances.

                                       18
<PAGE>

Cash used in investing activities for the six months ended June 30, 2001 and
2000 was $585.2 million and $122.2 million. The increase was primarily
attributable to the purchase of cable television systems, net of cash acquired.

Cash provided by financing activities for the six months ended June 30, 2001 and
2000 was $683.3 million and $53.8 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 June 30, 2001, we had aggregate consolidated indebtedness of $2.42
billion, including $1.49 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
          will be utilized to support Insight Midwest's operations and build-
          out, of which $1.47 billion was borrowed. The remaining availability
          of $283.0 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 June 30, 2001 was 6.4%. 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 and our cash flow from
operations are sufficient to support our current operating plan. We intend to
draw upon the $283.0 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.

                                       19
<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 June 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 $959.5 million and
$923.1 million as of June 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 June 30, 2001, the estimated
fair value (cost if terminated) of our interest rate swap and collar agreements
was approximately $(14.4) 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 income depending on whether the derivative financial instruments
qualify for hedge accounting.

As of June 30, 2001, we had entered into interest rate swaps that approximated
$625.0 million, or 42.6%, 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 $8.7 million.

                                       20
<PAGE>

                                    PART II
                               OTHER INFORMATION

Item 2. Changes in Securities

During the three months ended June 30, 2001, we granted stock options to certain
of our employees and external consultants to purchase an aggregate of 100,848
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.

                                       21
<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders.


On May 7, 2001, we held our annual meeting of stockholders to (i) elect seven
directors to serve for a term of one year and (ii) ratify the selection of our
independent auditors for the year ending December 31, 2001.

The following individuals were elected to serve as directors for a term of one
year:

<TABLE>
<CAPTION>
                                 Vote For                Vote Withheld
                              -------------             ---------------
<S>                           <C>                       <C>
Sidney R. Knafel               118,085,044                  5,214,944
Michael S. Willner             116,845,966                  6,454,022
Kim D. Kelly                   118,085,903                  5,214,085
Thomas L. Kempner              123,024,748                    275,240
James S. Marcus                123,024,798                    275,190
Prakash A. Melwani             123,026,473                    273,515
Daniel S. O'Connell            123,026,573                    273,415
</TABLE>


These individuals constituted our entire Board of Directors and served as our
directors immediately preceding the annual meeting.

The stockholders ratified the selection of Ernst & Young LLP as our independent
auditors for the year ending December 31, 2001. The result of the vote was as
follows: 123,078,092 votes were for the selection and 217,915 votes were against
the selection.

                                       22
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

     10.1  Form of Amended and Restated Non-Recourse Secured Promissory Note
           dated April 1, 2001.


(b)  Reports on Form 8-K:

We filed the following reports on Form 8-K during the three months ended June
30, 2001:

<TABLE>
<CAPTION>
                        Date Report
   Date of Report      Filed with SEC                   Items Reported
 ------------------  ------------------  ---------------------------------------------------
<S>                  <C>                 <C>
   June 13, 2001       June 13, 2001      Item 5 - Other Events
                                          Item 7 - Financial Statements, Pro Forma Financial
                                                   Information and Exhibits
                                          Item 9 - Regulation FD Disclosure
</TABLE>

                                       23
<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.


                                  INSIGHT COMMUNICATIONS COMPANY, INC.



Date:  August 10, 2001            By: /S/ Kim D. Kelly
                                  ----------------------
                                  Kim D. Kelly
                                  Executive Vice President and Chief Financial
                                  & Operating Officer
                                  (Principal Financial and Accounting Officer)

                                       24