<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM 10-K/A-1

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                                     1934

                  For the fiscal year ended December 31, 1998

       Commission file numbers:  333-63677
                                 333-63677-01
                                 333-63677-02

                 Coaxial Communications of Central Ohio, Inc.
                              Phoenix Associates
                  Insight Communications of Central Ohio, LLC
     (Exact name of registrants as specified in their respective charters)

           Ohio                                          31-0975825
          Florida                                        59-1798351
          Delaware                                       13-4017803
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)

                   c/o Insight Communications Company, L.P.
                            126 East 56th Street
                              New York, NY 10022
                                (212) 371-2266
  (Address and telephone number of registrants' principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

     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.......    No....X....

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ] Not Applicable

     State the aggregate market value of the common equity held by non-
affiliates of the registrants: Not Applicable

     Indicate the number of shares outstanding of the registrants' common stock:
Not Applicable
<PAGE>

                           Forward-Looking Statements

     This annual report contains "forward-looking statements," including
statements containing the words "believes," "anticipates," "expects" and words
of similar import, which concern, among other things, the operations, economic
performance and financial condition of the System (as defined below), including,
in particular, the likelihood of the System's success given its new management
by Insight Holdings of Ohio, LLC ("IHO"). All statements other than statements
of historical fact included in this annual report regarding Coaxial
Communications of Central Ohio, Inc. ("Coaxial"), Phoenix Associates ("Phoenix")
and Insight Communications of Central Ohio, LLC ("Insight Ohio") or any of the
transactions described in this report, including the timing, financing,
strategies and effects of such transactions, are forward-looking statements.
Such forward-looking statements are based upon a number of assumptions and
estimates, which are inherently subject to significant uncertainties and
contingencies, many of which are beyond the control of Coaxial, Phoenix and
Insight Ohio, and reflect future business decisions which are subject to change.
Although Coaxial, Phoenix and Insight Ohio believe that the expectations
reflected in such forward-looking statements are reasonable, they can give no
assurance that such expectations will prove to be correct. Important factors
that could cause actual results to differ materially from expectations include,
without limitation:

 .    the ability of Coaxial and Phoenix to make scheduled payments with respect
     to the Senior Notes (as defined below) will depend on the financial and
     operating performance of Insight Ohio;

 .    a substantial portion of Insight Ohio's cash flow from operations is
     required to be dedicated to the payment of principal and interest on its
     indebtedness and the required distributions with respect to its Series A
     Preferred Interests and its Series B Preferred Interests, thereby reducing
     the funds available to Insight Ohio for its operations and future business
     opportunities;

 .    Coaxial and Phoenix have no significant assets other than Coaxial's
     ownership of common membership interests, Series A Preferred Interests and
     Series B Preferred Interests in Insight Ohio; and

 .    the indenture governing the terms of the Senior Notes imposes restrictions
     on Coaxial, Phoenix and Insight Ohio and the Senior Credit Facility of
     Insight Ohio imposes restrictions on Insight Ohio.

Coaxial, Phoenix and Insight Ohio do not intend to update these forward-looking
statements.

                                       2
<PAGE>

                                    PART II


Item 6.   Selected Financial Data

   The following tables present selected historical financial data for Coaxial
and Phoenix as of and for the five years ended December 31, 1998 and selected
historical financial data for Insight Ohio as of and for the year ended December
31, 1998. The financial information of Central Ohio Cable System Operating Unit
is presented as it represents the predecessor to Insight Ohio. These tables
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements and
the notes thereto included elsewhere in this Report.

<TABLE>
<CAPTION>

                                   Coaxial Communications of Central Ohio, Inc.
                                  (dollars in thousands, except subscriber data)

                                                                    Year Ended December 31,
                                                   1998         1997          1996           1995          1994
                                                   ----         ----          ----           ----          ----
<S>                                             <C>             <C>             <C>             <C>             <C>
Statement of Operations Data:
Revenues.......................................  $ 47,956     $ 48,229       $ 50,418       $ 46,831       $ 43,546
Operating expenses:
         Service and administrative............    27,832       27,391         25,236         21,920         20,830
         Severance and transaction
            structure costs....................     4,822            -              -              -              -
         Management fee........................       493            -              -              -              -
         Home office...........................     1,370        1,498          1,697          1,695          1,316
         Depreciation and amortization.........     5,311        5,256          5,350          4,837          4,010
                                                  -------     --------       --------       --------       --------
                  Total operating expenses.....    39,828       34,145         32,283         28,452         26,156
Operating income...............................   $ 8,128     $ 14,084       $ 18,135       $ 18,379       $ 17,390
         Interest expense, net.................     1,622        1,230            426          1,033            864
         Other expense.........................       421          271            248            251            261
                                                  -------     --------       --------       --------       --------
Net income before
         extraordinary item....................   $ 6,085     $ 12,583       $ 17,461       $ 17,095       $ 16,265
         Extraordinary item - loss on debt
            retirement.........................     (847)            -              -              -          (130)
                                                  -------     --------       --------       --------       --------
Net income.....................................   $ 5,238     $ 12,583       $ 17,461       $ 17,095       $ 16,135
                                                  =======     ========       ========       ========       ========

Financial Ratios and Other Data:
System Cash Flow (1)...........................  $ 20,124     $ 20,838       $ 25,182       $ 24,911       $ 22,716
System Cash Flow margin........................     42.0%        43.2%          49.9%          53.2%          52.2%
Operating Cash Flow(2).........................    18,261       19,340         23,485         23,216         21,400
Capital expenditures...........................     7,369        5,570          5,998          5,724          5,486
Net cash provided by operating activities......    12,596       18,622         24,369         21,895          5,266
Net cash used in investing activities..........     3,470       15,242         19,551         19,914          5,441
Net cash used in financing activities..........       991        3,712          4,582          1,623            525

Operating Data: (at end of period, except
average and annualized data)
Homes passed (3)...............................   171,753      166,306        161,018        156,613        152,562
Basic subscribers (4)..........................    87,637       91,873         88,056         86,041         82,166
Basic penetration (5)..........................     51.0%        55.2%          54.7%          54.9%          53.9%
Premium service units (6)......................    90,032       80,013         68,720         74,087         74,529
Premium penetration (7)........................    102.7%        87.1%          78.0%          86.1%          90.7%
Average monthly revenue per basic
  subscriber (8)...............................   $ 44.52      $ 44.67        $ 48.27        $ 46.40        $ 44.70
System Cash Flow per basic subscriber..........  $ 224.21     $ 231.62       $ 289.28       $ 296.20       $ 279.78

Balance Sheet Data: (at the end of the period)
Total assets...................................  $ 45,063    $ 109,655      $ 102,099       $ 87,946        $71,677
Total debt.....................................    35,692       47,236         50,442         40,375         34,123
Total liabilities..............................    45,723       55,328         59,767         50,927         44,062
Total shareholders' equity (deficit)...........     (660)       54,327         42,332         37,019         27,615

</TABLE>

                                       3
<PAGE>

                               Phoenix Associates
                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                           Year ended December 31,
                                             1998        1997        1996        1995        1994
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Statement of Operations Data:
 Home office...........................   $       -   $       -   $       -   $       -   $       4
                                          ---------   ---------   ---------   ---------   ---------
   Total operating expenses............           -           -           -           -           4
Operating loss.........................           -           -           -           -          (4)
   Interest expense, net...............   $  12,350   $  12,094   $  12,490   $  12,362   $   7,265
   Other expense.......................          61          89         106         120         167
                                          ---------   ---------   ---------   ---------   ---------
Net loss before extraordinary item.....     (12,411)    (12,183)    (12,596)    (12,482)     (7,436)
Extraordinary item-(loss) gain.........         100       3,315           -           -        (755)
                                          ---------   ---------   ---------   ---------   ---------
Net loss...............................   $ (12,311)  $  (8,868)  $ (12,596)  $ (12,482)  $  (8,191)
                                          =========   =========   =========   =========   =========


Balance Sheet Data: (at end of period)
Total assets...........................   $   4,413   $   7,954   $   9,218   $   8,592   $   8,105
Total debt.............................     105,565     178,365     170,762     157,448     144,514
Total liabilities......................     109,346     178,366     170,762     157,540     144,572
Total partners' deficit................    (104,993)   (170,412)   (161,544)   (148,948)   (136,466)
</TABLE>

                                       4
<PAGE>

                  Insight Communications of Central Ohio, LLC
                (dollars in thousands, except subscriber data)

<TABLE>
<CAPTION>
                                                        Insight
                                                    Communications
                                                          of
                                                    Central Ohio, LLC          Central Ohio Cable System Operating Unit
                                                   -------------------  -------------------------------------------------------
                                                         1998              1997           1996           1995           1994
                                                         ----              ----           ----           ----           ----
<S>                                                   <C>               <C>            <C>            <C>            <C>
Statement of Operations Data:
Revenues                                              $    47,956       $    48,229    $    50,418    $    46,831    $    43,546
Operating expenses:
      Service and administrative                           27,831            27,391         25,236         21,920         20,830
      Severance and transaction structure costs             4,822                 -              -              -              -
      Management fee                                          493                 -              -              -              -
      Home office                                           1,371             1,498          1,697          1,695          1,316
      Depreciation and amortization                         5,311             5,238          5,334          4,823          3,978
                                                     ----------------  -------------  -------------  -------------  -------------
             Total operating expenses                      39,828            34,127         32,267         28,438         26,124
                                                     ----------------  -------------  -------------  -------------  -------------
Operating income                                            8,128            14,102         18,151         18,393         17,422
      Interest expense (income), net                          (59)              (70)           (29)           (38)           (22)
      Other expense                                           422               271            248            251            239
                                                     ----------------  -------------  -------------  -------------  -------------
Net income                                            $     7,765       $    13,901    $    17,932    $    18,180    $    17,205
                                                     ================  =============  =============  =============  =============


Financial Ratios and Other Data:

System Cash Flow (1)                                  $    20,125       $    20,838    $    25,182    $    24,911    $    22,716
System Cash Flow margin                                     42.0%             43.2%          49.9%          53.2%          52.2%
Operating Cash Flow (2)                                    18,261            19,340         23,485         23,216         21,400
Capital Expenditures                                        7,369             5,529          5,992          5,702          5,479
Net cash provided by operating activities                  14,399            19,454         21,975         22,192         21,208
Net cash used in investing activities                      (6,679)           (5,554)        (5,711)        (5,955)        (5,435)
Net cash used in financing activities                      (1,585)          (14,232)       (16,028)       (15,879)       (16,473)

Operating Data: (at end of period, except average
and annualized data)

Homes passed (3)                                          171,753           166,306        161,018        156,613        152,562
Basic subscribers (4)                                      87,637            91,873         88,056         86,041         82,166
Basic penetration (5)                                       51.0%             55.2%          54.7%          54.9%          53.9%
Premium service units (6)                                  90,032            80,013         68,720         74,087         74,529
Premium penetration (7)                                    102.7%             87.1%          78.0%          86.1%          90.7%
Average monthly revenue per basic subscriber (8)      $     44.52       $     44.67    $     48.27    $     46.40    $     44.70
System Cash Flow per basic subscriber(9)              $    224.22       $    231.62    $    289.28    $    296.18    $    279.78

Balance Sheet Data: (at end of the period)

Total assets                                          $    41,967       $    33,553    $    34,062    $    33,226    $    30,398
Total debt                                                    228               407            615            651            654
Total liabilities                                          16,686             7,982          8,425          9,728          9,384
Total preferred interests                                 170,000             N/A            N/A            N/A            N/A
Total liabilities and preferred interests                 186,686             N/A            N/A            N/A            N/A
Total member's deficit                                   (144,719)            N/A            N/A            N/A            N/A
Net assets to be contributed                              N/A                25,571         25,637         23,499         21,014
</TABLE>

                                      5
<PAGE>

                 Notes To Selected Financial and Operating Data

(1) Represents Operating Cash Flow (as defined below in Note 2) plus home office
expense for periods prior to the acquisition of the System, and Operating Cash
Flow plus management fees for periods after or which give effect to the
acquisition of the System. Management believes that System Cash Flow is a
meaningful measure of performance because it 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, System Cash
Flow 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
principles. System Cash Flow, as computed by management, is not necessarily
comparable to similarly titled amounts of other companies. See the financial
statements, including the Statements of Cash Flows, included elsewhere in this
Report.

(2) Represents earnings before depreciation, amortization, severance and
transaction structure costs, interest expense, other expenses, and extraordinary
item. Management believes that Operating Cash Flow is a meaningful measure of
performance because it 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, Operating Cash Flow 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 principles.
Operating Cash Flow, as computed by management, is not necessarily comparable to
similarly titled amounts of other companies. See the financial statements,
including the Statements of Cash Flows included elsewhere in this Report.

(3) Refers to estimates by management of the approximate number of dwelling
units in a particular community that can be connected to the System.

(4) A home with one or more television sets connected to a cable system is
counted as one basic subscriber. Bulk accounts are included on an equivalent
basic unit basis in which the total monthly bill for the account is divided by
the basic monthly charge for a single outlet in the area.

(5) Calculated as basic subscribers as a percentage of homes passed.

(6) Includes only single channel services offered for a monthly fee per channel
and does not include tiers of channels offered as a package for a single monthly
fee. A subscriber may purchase more than one premium service, each of which is
counted as a separate premium service unit.

(7) Calculated as premium service units as a percentage of basic subscribers.

(8) Represents revenues of the System during the respective period divided by
the months in the period divided by the average number of basic subscribers
(beginning of period plus end of

                                       6
<PAGE>

period divided by two) for such respective period.

(9) Represents Annualized System Cash Flow during the respective period divided
by the average number of basic subscribers (beginning of period plus end of
period divided by two) for such respective period.

                                       7
<PAGE>

Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

     The following discussion should be read in conjunction with the financial
statements and related notes which are included elsewhere in this report.

Private Offering of Senior Notes and Acquisition of System by Insight Ohio

     Coaxial and Phoenix completed on August 21, 1998 a private offering (the
"Senior Notes Offering") of $140,000,000 aggregate principal amount of their
Senior Notes in connection with the Financing Plan discussed under "Liquidity
and Capital Resources," which included the contribution of the System to Insight
Ohio. As a result of this transaction, Coaxial and Phoenix have only nominal
assets except for Coaxial's ownership of 25% of the non-voting common membership
interests in Insight Ohio and 100% of the voting Preferred Interests. The Senior
Notes are guaranteed on a conditional basis by Insight Ohio.

     As part of the Financing Plan, one of the owners of Coaxial ("Coaxial LLC")
and an affiliated corporation ("Coaxial Financing Corp.") completed a private
offering (the "Senior Discount Notes Offering") of $55,869,000 aggregate
principal amount at maturity of their Senior Discount Notes. The Senior Discount
Notes are also guaranteed on a conditional basis by Insight Ohio, subordinated
to the conditional guarantee of the Senior Notes. The three limited liability
companies that own Coaxial, which includes Coaxial LLC, are referred to herein
as the "Individual LLCs."

     The Preferred Interests have distribution priorities that provide for
distributions to Coaxial. The distributions from the Series A Preferred
Interests will be used to pay interest and principal on the Senior Notes and the
distributions from the Series B Preferred Interests will be used to pay
dividends to the Individual LLCs, which dividends will be used to pay interest
and principal on the Senior Discount Notes. Distributions by Insight Ohio will
be subject to certain financial covenants and other conditions set forth in its
Senior Credit Facility.

     Coaxial and Phoenix do not conduct any business and are dependent upon the
cash flow of Insight Ohio to meet their obligations under the Senior Notes. IHO,
a wholly-owned subsidiary of Insight, serves as the manager of the System.


     The following discussion relates to the historical operations of Coaxial
for the periods presented.  On August 21, 1998, all of the assets and
liabilities comprising the System (predecessor company to Insight Ohio) were
contributed to Insight Ohio. Subsequent to the consummation of the Financing
Plan, Insight Ohio was deemed to be a subsidiary of Coaxial and, as such, the
financial statements of Insight Ohio are consolidated into the financial
statements of Coaxial. Financial results related to historical information
reflect the operation and management of the System by Coaxial through August 21,
1998 and by IHO from August 21, 1998 to December 31, 1998. The historical
operating results of Coaxial presented below reflect the actual results of the
System in addition

                                       8
<PAGE>

to certain financing activities unrelated to the operation of the System. These
financing activities relate primarily to the offering of the Senior Notes
discussed above as well as certain borrowings and repayments of debt with
affiliated companies. These activities resulted in related financing and
interest costs. The historical results of Coaxial presented below appear
elsewhere in this report under the heading "Coaxial Communications of Central
Ohio, Inc."

Overview

     Revenues generated by the System are primarily attributable to monthly
subscription fees charged to basic customers for basic and premium cable
television programming services. Basic revenues consist of monthly subscription
fees for all services (other than premium programming) as well as monthly
charges for customer equipment rental. Premium revenues primarily consist of
monthly subscription fees for programming provided on a per channel basis. In
addition, other revenues are derived from installation and reconnection fees
charged to basic customers to commence or discontinue service, pay-per-view
charges, late payment fees, franchise fees, advertising revenues and commissions
related to the sale of goods by home shopping services.

     System operating expenses consist of service and administrative expenses,
home office expenses and depreciation and amortization. Service and
administrative expenses include direct costs, such as fees paid to programming
suppliers, expenses related to copyright fees, bad debt expense, and franchise
and use fees. Programming fees have historically increased at rates in excess of
inflation due to increases in the number of programming services offered by the
System and improvements in the quality of programming. Service and
administrative expenses also include costs attributable to the operation of the
System, including  wages and salaries and other expenses related to plant
operating activities, customer service operations, marketing, billing,
advertising sales and video production. Prior to August 21, 1998, service and
administrative expenses also included costs attributable to finance and
accounting, human resources and other administrative functions. Upon
consummation of the Financing Plan, such expenses were replaced by the
management fee arrangement with IHO.

     The System relies on IHO for all of its strategic, managerial, financial
and operational oversight and advice. IHO also centrally purchases programming
and equipment and provides the associated discount to the System. In exchange
for all such services provided to the System and subject to certain restrictions
contained in the covenants with respect to Insight Ohio's Senior Credit
Facility, the Senior Notes and the Senior Discount Notes, IHO is entitled to
receive management fees of 3.0% of gross operating revenues of the System. Such
management fee is payable only after distributions have been made in respect of
the Preferred Interests and only to the extent that such payment would be
permitted by an exception to the restricted payments covenants of the Senior
Notes and the Senior Discount Notes as well as Insight Ohio's Senior Credit
Facility. Such management fee is included in service and administrative
expenses.

                                       9
<PAGE>

Results of Operations

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

     Revenues for the year ended December 31, 1998 were $48.0 million, compared
to $48.2 million for the year ended December 31, 1997. For the year ended
December 31, 1998, subscribers served averaged 89,755, as compared with 89,965
in 1997.   Effective January 1998, Coaxial no longer included franchise fees in
revenue due to a change in Coaxial's financial reporting which caused 1998
revenue to be lower by approximately $1.0 million. On a pro forma basis,
including franchise fees, revenue for the year ended December 31, 1998 was 7.7%
higher than the previous year, primarily reflecting a 22.9% increase in
advertising revenue, which includes production revenue. In addition, revenues
were depressed by the former owner's program of deeply discounting its service
by more than 55% of  the System's rate card.  The program was initiated in late
July 1997 and continued through June 1998. Therefore, the full impact of the
approximately 16,000 subscribers billed at promotional rates will not be fully
evident until fiscal 1999.

     Service and administrative expenses increased to $29.7 million for the year
ended December 31, 1998, compared to $28.9 million in 1997, an increase of
$800,000, or 2.8%. Programming expenses increased by 15.4%, from $10.4 million
in 1997 to $12.0 million in 1998, reflecting additional channels provided in the
competitive areas, an increase in customers and annual increases in programming
rates offset by savings realized through Insight's purchasing discounts. The
System was charged home office expenses that include costs incurred by the
owners of Coaxial and their direct employees relating to the System including
salaries, benefits, legal fees, travel and entertainment, accounting fees and
other office expenses. For the year ended December 31, 1998, such expenses
totaled $1.4 million, an increase of $100,000, or 7.7%, from 1997.  Upon
consummation of the Financing Plan, IHO commenced management services to the
System for which it receives a management fee. Service and administrative
expenses, which accounted for 66.1% of total revenue for the period ended August
21, accounted for only 54.5% of total revenue from August 21 through the end of
year reflecting Coaxial's new cost structure. In particular, programming fees
were approximately 6.0% less on a per customer basis due to discounts available
to Coaxial. In addition, on an annualized basis, personnel expenses were less by
approximately 16.7% due to the elimination of duplicative administrative
personnel.

     Severance and transaction structure costs of $4.8 million were incurred for
the year ended December 31, 1998 as a result of the Financing Plan and the
related contribution of the System to Insight Ohio. These costs consisted of
severance costs of $960,000 and professional fees of $3.8 million.

     Depreciation and amortization remained flat at $5.3 million for the years
1998 and 1997.

     Net interest expense increased approximately $400,000 to $1.6 million for
the year ended

                                       10
<PAGE>

December 31, 1998.

     In 1998, an extraordinary loss of $847,000 was recognized due to the
refinancing of Coaxial's bank debt that existed prior to August 21, 1998.

     Net income decreased to $5.2 million for the year ended December 31, 1998
from net income of $12.6 million for the year ended December 31, 1997 for the
reasons set forth above.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

     Revenues for the year ended December 31, 1997 were $48.2 million, compared
to $50.4 million for the year ended December 31, 1996, a decrease of $2.2
million, or 4.4%. Basic, standard and premium revenues accounted for nearly all
of the decrease, declining from $41.3 million in the 1996 period to $39.2
million in the 1997 period, a decrease of $2.1 million, or 5.1%. This decline in
revenue reflects the full impact of the competitive environment for
approximately 23,000 customers who were overbuilt in the last half of 1996, the
addition of approximately 23,000 customers to the overbuilt areas during 1997
and the effect of a promotional campaign used to acquire customers in the last
half of 1997. The overall result of the rate reductions and promotional campaign
was alleviated by customer growth during 1997, from approximately 88,000 at the
end of 1996 to approximately 91,900 at year-end 1997, an increase of 4.4%. Other
revenue declined by $157,000, or 7.2%, to $2.0 million for 1997, from $2.2
million in 1996, primarily due to installation revenues which were lower due to
promotional offerings. Advertising revenues increased to $3.4 million for 1997,
from $3.1 million in 1996, an increase of 9.7%.

     Service and administration expenses (including home office) rose to $28.9
million for the year ended December 31, 1997, compared to $26.9 million for the
same period in 1996, an increase of 7.4%. Fees for basic and standard
programming were $6.4 million in 1997, compared to $4.9 million in 1996, an
increase of 30.6%. The increase in programming costs reflected additional
services added in the competitive areas, customer growth and fee increases. Home
office expenses were $1.5 million in 1997, a decrease of $200,000, or 11.8%,
from $1.7 million in 1996. The reduction resulted primarily from the elimination
of salaries for shareholder officers. In addition to programming costs, other
expenses increased from $14.4 million in 1996 to $15.2 million in 1997, an
increase of $800,000, or 5.6%. Of this increase, $500,000 occurred in general
and administrative and personnel accounts due to increases in benefit costs,
legal fees and office rent.

     Depreciation and amortization decreased by $100,000, or 1.8%, to a total of
$5.2 million in 1997.

     Net interest expense increased approximately $800,000 to $1.2 million for
the year ended December 31, 1997.

                                       11
<PAGE>

     Net income decreased to $12.6 million for the year ended December 31, 1997
from $17.5 million for the year ended December 31, 1996 for the reasons set
forth above.

Liquidity and Capital Resources

     The cable television business is a capital intensive business that
generally requires financing for the upgrade, expansion and maintenance of the
technical infrastructure. The capital expenditures relating to Coaxial totaled
$5.6 million for the year ended December 31, 1997 and $6.3 million for the year
ended December 31, 1998. These expenditures were primarily for serving new
homes, the rebuild of cable plant, equipment purchases, the upgrade and
replacement of service vehicles and routine maintenance and replacement of cable
plant and related equipment. Prior to August 21, 1998, the capital expenditures
were financed through borrowings under a senior credit facility among Coaxial,
Phoenix, certain of their affiliates, The Chase Manhattan Bank, as agent, and
certain lenders (the "Chase Credit Facility") and cash flows from operations.
Subsequent to August 21, 1998, the capital expenditures were financed by cash
received from the Financing Plan and cash flows from operations.

     IHO plans to further enhance the technical platform of the System by
upgrading the plant serving the majority of customers. The capability for high-
speed data transmission, impulse pay-per-view, digital tiers of service and
additional analog channels is intended to be provided by further deployment of
fiber optics, an increase in the bandwidth to 870 MHz, activation of the reverse
plant to allow two-way communications and the installation of digital equipment.

     Capital expenditures are expected to approximate $35.0 million during 1999
to support not only ongoing plant extensions, new customer additions and
maintenance capital, but also to fund an upgrade of a significant portion of the
plant to 870 MHz and to activate plant for 2-way transmission, which is
necessary to facilitate the deployment of interactive services. It costs
approximately $1,500/mile to activate 2-way or reverse plant. IHO expects to
complete the upgrade of the plant with 2-way activation within 16 months. IHO
had originally planned to rebuild the plant to 750 MHz, but upon further review,
decided to expand the plant capacity to 870 MHz. In addition, IHO decided to
enlarge the upgrade by approximately 400 miles. The combination of these changes
will result in incremental capital costs of approximately $8.0 million. In
September 1998, IHO announced that it would fund the additional costs by an
additional infusion of $8.0 million of equity into Insight Ohio.

     The Senior Notes Offering was part of the Financing Plan implemented to
facilitate the organization of Insight Ohio, the acquisition of the System by
Insight Ohio and to provide for the System's liquidity and operational and
financial flexibility. Pursuant to the Financing Plan:

 .  Coaxial contributed to Insight Ohio substantially all of the assets
   comprising the System for which Coaxial received a 25% non-voting common
   membership interest in Insight Ohio as well as the voting Preferred Interests
   in Insight Ohio, which provide for distributions to Coaxial that will be used
   to pay interest and principal on the Senior Notes and to pay

                                       12
<PAGE>

   dividends to the Individual LLCs that will be used to pay interest and
   principal on the Senior Discount Notes;

 .  IHO contributed $10.0 million in cash to Insight Ohio for which it received a
   75% non-voting common membership interest in Insight Ohio;

 .  Coaxial and Phoenix effected the Senior Notes Offering;

 .  Coaxial LLC and Coaxial Financing Corp. effected the Senior Discount Notes
   Offering; and

 .  a portion of the existing bank indebtedness of Coaxial and Phoenix and
   certain of their affiliates was repaid and the balance was purchased by CIBC
   Oppenheimer Corp. ("CIBC") and restructured in accordance with an agreement
   among the parties.

     The gross proceeds received by Coaxial LLC and Coaxial Financing Corp. from
the Senior Discount Notes Offering were approximately $30.0 million. Proceeds
from such private offering were used for the repayment of outstanding
indebtedness (approximately $28.9 million). CIBC purchased certain outstanding
indebtedness (approximately $136.4 million) of Coaxial and Phoenix and
restructured that debt in accordance with the Financing Plan. CIBC funded such
purchase with proceeds from the Senior Notes Offering. The remaining proceeds
from the Senior Notes Offering and the Senior Discount Notes Offering and the
$10.0 million cash contribution from IHO were used for working capital
(approximately $2.9 million), deferred compensation and severance payments
(approximately $3.0 million) and fees and expenses (approximately $8.8 million).

     Insight Ohio entered into the Senior Credit Facility on October 7, 1998
with Canadian Imperial Bank of Commerce (which is an affiliate of CIBC), as
agent ("Canadian Imperial Bank"), for the purpose of financing its future
capital expenditures and for working capital and general purposes, including the
planned upgrade of the System's technical capability, as discussed above. The
Senior Credit Facility is a six-year $25 million reducing revolving credit
facility. As of December 31, 1998, no borrowings had been made under the Senior
Credit Facility and $25 million remains available for borrowing.

     Coaxial and Phoenix expect to make interest payments on the Senior Notes
from funds distributed to Coaxial in respect of the Series A Preferred Interests
in Insight Ohio to the extent permitted under the terms of its Senior Credit
Facility. Insight Ohio accrues preferred dividends in respect of the Series A
Preferred Interests.  Coaxial expects to make dividend payments to its
shareholders from funds distributed to Coaxial in respect of the Series B
Preferred Interests in Insight Ohio to the extent permitted under the terms of
its Senior Credit Facility. Insight Ohio accrues preferred dividends in respect
of the Series B Preferred Interests.

     Insight Ohio's obligations under the Senior Credit Facility are secured by
substantially all the tangible and intangible assets of Insight Ohio. Loans
under the Senior Credit Facility bear

                                       13
<PAGE>

interest, at Insight Ohio's option, at Canadian Imperial Bank's prime rate or at
a Eurodollar rate. In addition to the index rates, Insight Ohio pays an
additional margin percentage tied to its ratio of total debt to adjusted
annualized operating cash flow, in the case of prime rate loans, 0.75% or, if
under a 5:1 ratio, 0.25%; and in the case of Eurodollar loans, 2.0% or, if under
a 5:1 ratio, 1.5%.

     The Senior Credit Facility contains a number of covenants that, among other
things, restricts the ability of Insight Ohio and its subsidiaries to make
capital expenditures, dispose of assets, incur additional indebtedness, incur
guaranty obligations, pay dividends or make capital distributions, including
distributions on the Preferred Interests that are required to pay the Senior
Notes and the Senior Discount Notes in the event of a payment default under the
Senior Credit Facility, create liens on assets, make investments, make
acquisitions, engage in mergers or consolidations, engage in certain
transactions with subsidiaries and affiliates and otherwise restrict certain
activities. In addition, the Senior Credit Facility requires compliance with
certain financial ratios, including with respect to total leverage, interest
coverage and pro forma debt service coverage. Management does not expect that
such covenants will materially impact the ability of Insight Ohio to operate its
business.

     The Indentures impose (i) restrictions, that, among other things, limit the
amount of additional indebtedness that may be incurred by Coaxial and Phoenix
and their subsidiaries (including Insight Ohio) and (ii) limitations on, among
other things, investments, loans and other payments, certain transactions with
affiliates and certain mergers and acquisitions.

     The ability of Insight Ohio to comply with the covenants and restrictions
of the Indentures and the Senior Credit Facility can be affected by events
beyond its control, and there can be no assurance that Insight Ohio will achieve
operating results that would permit compliance with such provisions. The breach
of certain provisions of the Senior Credit Facility would, under certain
circumstances, result in defaults thereunder, permitting the lenders thereunder
to prevent distributions with respect to the Preferred Interests and to
accelerate the indebtedness thereunder. If Insight Ohio were unable to repay the
amounts due in respect of the Senior Credit Facility, the lenders thereunder
could foreclose upon the assets pledged to secure such repayment. Any of such
events would adversely affect the ability of Coaxial and Phoenix to service the
Senior Notes or the ability of Insight Ohio to comply with the redemption
provisions of the Series A Preferred Interests.

     Cash provided by operations for the year ended December 31, 1998 was $12.6
million compared to $18.6 million for the same period in 1997. This decrease in
Coaxial's net cash flow from operations is the result of a decrease in net
income primarily due to the $4.8 million paid for severance and transaction
structure cost.

     Coaxial used cash in investing activities for the years ended December 31,
1998 and 1997 of $3.5 million and $15.2 million, respectively. For the years
ended December 31, 1998 and 1997, Coaxial had capital expenditures of $7.4
million and $5.6 million, respectively, to

                                       14
<PAGE>

build plant and purchase equipment needed to service customers.

     Cash provided by financing activities for the year ended December 31, 1998
was $1.0 million. Cash provided by financing activities was primarily generated
from the issuance of the Senior Notes and the $10 million contribution by IHO
which was subsequently offset by approximately $7.6 million of capital
distributions. For the year ended December 31, 1997, cash used in financing
activities was $3.7 million. This cash was used primarily for notes payable
payments.

     Management anticipates that cash flows from operations, together with the
announced $8.0 million infusion by IHO and amounts available under Insight
Ohio's Senior Credit Facility, will be sufficient to finance the operating
requirements of the System, debt service requirements, distributions on the
Preferred Interests and anticipated capital expenditures for the next year.

Inflation and Changing Prices

     Coaxial's costs and expenses are subject to inflation and price
fluctuations. Although changes in costs can be passed through to customers, such
changes may be constrained by competition. Management does not expect inflation
to have a material effect on Coaxial's results of operations.

Year 2000

     The Year 2000 will pose a unique set of challenges to those industries
reliant on information technology. As a result of the methods employed by early
programmers, many software applications and operational programs may be unable
to distinguish the Year 2000 from the Year 1900. If not effectively addressed,
this problem could result in the production of inaccurate data, or, in the worst
cases, the inability of the systems to continue to function altogether. Insight
Ohio and other companies in the same business are vulnerable to their dependence
on distribution and communications systems.

     Insight Ohio's greatest Year 2000 exposure is presented by its third party
billing system which is responsible for mailing monthly bills to customers and
maintaining customer data. Insight Ohio has recently implemented the Convergys
billing system. Convergys has informed Insight Ohio that testing of the billing
system was completed by the first quarter of 1999.

     Management believes that the remaining systems of Insight Ohio will be
fully Y2K compliant by the end of the third quarter of 1999. Insight Ohio has
completed an inventory of all areas which are at risk and is in the process of
replacing and upgrading all equipment and software as needed. Due to Insight's
affiliation with TCI, Insight Ohio is a member of TCI's Year 2000 task force.
This allows Insight Ohio access to TCI's extensive database which details
various vendors', suppliers' and programmers' Year 2000 compliance. Management
estimates that the total cumulative costs relating to its efforts to make its
systems Y2K compliant will be

                                       15
<PAGE>

approximately $120,000, of which $20,000 has been incurred as of December 31,
1998.

     Management believes that the expenditures required to bring Insight Ohio's
systems into compliance will not have a materially adverse effect on Insight
Ohio's performance. However, the Year 2000 problem is pervasive and complex and
can potentially affect any computer process. Accordingly, no assurance can be
given that Year 2000 compliance can be achieved without additional unanticipated
expenditures and uncertainties that might affect future financial results.

     Moreover, to operate its business, Insight Ohio relies on governmental
agencies, utility companies, telecommunications companies, shipping companies,
suppliers and other third party service providers over which it can assert
little control. Insight Ohio's ability to conduct its business is dependent upon
the ability of these third parties to avoid Year 2000 related disruptions.
Insight Ohio is in the process of contacting its third party service providers
about their Year 2000 readiness, but Insight Ohio has not yet received any
assurances from any such third parties about their Year 2000 compliance. If
Insight Ohio's key third party service providers do not adequately address their
Year 2000 issues, Insight Ohio's business may be materially affected, which
could result in a materially adverse effect on Insight Ohio's results of
operations and financial condition.

     Insight Ohio has not, as of yet, developed any contingency plans, as such
plans will depend on the responses from its third party service providers, in
the event Insight Ohio or any key third party providers should fail to become
Year 2000 compliant.

Recent Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130"). This pronouncement establishes standards for the
reporting and display of comprehensive income and its components in financial
statements. Comprehensive income is defined as the total of net income and all
other non-owner changes in equity. The Company believes this statement does not
have a material effect on its financial statements.

     In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"). This
pronouncement establishes standards for reporting information about operating
segments in annual and interim financial statements. The Company believes this
statement does not have a material effect on the financial statements as the
Company operates in one business segment.

     In June 1998, The Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivatives Instruments and Hedging Activities." SFAS No. 133
established accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those instruments
at fair value. SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. Coaxial, Phoenix and Insight Ohio do not
anticipate the adoption of this statement to have a material impact on their
respective financial statements.

                                       16
<PAGE>

Item 8.  Financial Statements and Supplementary Data

       Reference is made to pps. F-1 through F-39 comprising a portion of this
Report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosure

       Subsequent to the Financing Plan, Arthur Andersen LLP resigned as
independent auditor for Coaxial, Phoenix and Insight Ohio.

       Arthur Andersen LLP's reports on each of Coaxial's and Phoenix's
financial statements for each of the two fiscal years ended December 31,
1997 and 1996, and Insight Ohio's balance sheet as of July 31, 1998
(collectively, the "Prior Fiscal Years"), did not contain an adverse opinion or
disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles, except that the report on
Phoenix included an explanatory paragraph in reference to Phoenix's ability to
satisfy debt and other obligations being dependent upon funding from related
parties.

       There were no disagreements ("Disagreements") between Coaxial, Phoenix or
Insight Ohio and Arthur Andersen during either (a) the Prior Fiscal Years, or
(ii) the period from January 1, 1998 until the resignation of Arthur Andersen
(the "Interim Period") on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
Disagreement, if not resolved to the satisfaction of Arthur Andersen, would have
caused Arthur Andersen to make reference to the subject matter of the
Disagreement in connection with its reports for the Prior Fiscal Years.

       There were no "Reportable Events," as such term is defined in Item
304(a)(1)(v) of Regulation S-K, during either (a) the Prior Fiscal Years or (b)
the Interim Period.

       Arthur Andersen's resignation was unanimously approved by the Board of
Directors or its equivalent of Coaxial, Phoenix and Insight Ohio.

       Coaxial, Phoenix and Insight Ohio each engaged Ernst & Young LLP as its
independent auditor for its fiscal year ended December 31, 1998. Coaxial,
Phoenix and Insight Ohio did not consult Ernst & Young with respect to either
(a) the Prior Fiscal Years, (b) the Interim Period with respect to either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Coaxial's, Phoenix's and Insight Ohio's financial statements, or (c) any matter
that was either the subject of a Disagreement or a Reportable Event.


                                       17
<PAGE>

                                    PART IV


Item 14.       Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Financial Statements:

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
Coaxial Communications of Central Ohio Report of Independent Auditors -Arthur Andersen LLP                     F-1

Coaxial Communications of Central Ohio, Inc. Report of Independent Auditors - Ernst & Young LLP                F-2

Financial Statements:

  Coaxial Communications of Central Ohio, Inc. Consolidated Balance Sheets at December 31, 1998 and
  December 31, 1997                                                                                            F-3

  Coaxial Communications of Central Ohio, Inc. Consolidated Statements of Operations and Changes in
  Stockholder's Equity (Deficit) for the years ended December 31, 1998, 1997, and 1996                         F-4

  Coaxial Communications of Central Ohio, Inc. Consolidated Statements of Cash Flows for the years ended
  December 31, 1998, 1997, and 1996                                                                            F-5

  Coaxial Communications of Central Ohio, Inc. Notes to Consolidated Financial Statements                      F-6

Phoenix Associates Report of Independent Auditors -Arthur Andersen LLP                                         F-14

Phoenix Associates Report of Independent Auditors - Ernst & Young LLP                                          F-15

Financial Statements:

  Phoenix Associates Balance Sheets at December 31, 1998 and December 31, 1997                                 F-16

  Phoenix Associates Statements of Operations and Change in Partner's Deficit for the years ended December
  31, 1998, 1997, and 1996                                                                                     F-17

  Phoenix Associates Statements of Cash Flows for the years ended December 31, 1998, 1997, and 1996            F-18

  Phoenix Associates Notes to Financial Statements                                                             F-19

Insight Communications of Central Ohio, LLC Report of Independent Auditors - Ernst & Young LLP                 F-24

Financial Statements:

  Insight Communications of Central Ohio, LLC Balance Sheet at December 31, 1998                               F-25

  Insight Communications of Central Ohio, LLC Statements of Operations and Changes in Members' Deficit for
  the year ended December 31, 1998                                                                             F-26

  Insight Communications of Central Ohio, LLC Statements of Cash Flows for the year ended December 31, 1998    F-27

  Insight Communications of Central Ohio, LLC Notes to Consolidated Financial Statements                       F-28

Central Ohio Operating Unit Report of Independent Auditors - Arthur Andersen LLP                               F-32

Financial Statements:

  Central Ohio Cable System Operating Unit Statements of Net Assets to be Contributed at December 31,
    1997 and December 31, 1996                                                                                 F-33

  Central Ohio Cable System Operating Unit Statements of Operations Related to Net Assets to be Contributed    F-34
  for the years ended December 31, 1997, 1996 and 1995

  Central Ohio Cable System Operating Unit Statements of Cash Flows for the years ended December 31, 1997,     F-35
  1996 and 1995

  Central Ohio Cable System Operating Unit Notes to Financial Statements                                       F-36

The following consolidated financial statement schedule of Coaxial
Communications of Central Ohio, Inc. is included in item 14(d):

     Report of Independent Auditors - Arthur Andersen LLP
     Report of Independent Auditors - Ernst & Young LLP
     Schedule II  Valuation and Qualifying Accounts

</TABLE>

(b) Reports on Form 8-K:

     None.


(c) Exhibits

   2.1      Contribution Agreement by and between Insight Holdings of Ohio, LLC,
            as assignee of Insight Communications Company, L.P., and Coaxial
            Communications of Central Ohio, Inc. dated as of June 30, 1998 (the
            "Contribution Agreement")*

   2.2      Amendment to Contribution Agreement dated as of July 15, 1998*

   2.3      Second Amendment to Contribution Agreement dated as of August 21,
            1998*

3.1(a)      Articles of Incorporation of Coaxial Communications of Central Ohio,
            Inc. filed January 22, 1980*

3.1(b)      Certificate of Merger of BroadBand Services, Inc., Cablenet
            International Corporation, Coaxial Communications of Reynoldsburg,
            Inc., Coaxial Communications Cable Operations, Inc. and Telecinema
            of Columbus, Inc., merging into Coaxial Communications of Central
            Ohio, Inc. filed December 26, 1986*

3.1(c)      Amended Articles of Incorporation of Coaxial Communications of
            Central Ohio, Inc. filed December 26, 1986*

3.1(d)      Amended Articles of Incorporation of Coaxial Communications of
            Central Ohio, Inc. filed August 14, 1998*

   3.2      Amended Regulations (By-Laws) of Coaxial Communications of Central
            Ohio, Inc.*

   3.3      Phoenix Associates Partnership Agreement*

                                       18
<PAGE>

   3.4      Certificate of Formation of Insight Communications of Central Ohio,
            LLC filed July 23, 1998*

   3.5      Operating Agreement of Insight Communications of Central Ohio, LLC
            dated August 21, 1998*

   4.1      Restructuring Agreement among Coaxial Communications of Central
            Ohio, Inc., Phoenix Associates, Insight Communications of Central
            Ohio, LLC and CIBC Oppenheimer Corp. dated August 21, 1998*

   4.2      Senior Notes Registration Rights Agreement among Coaxial
            Communications of Central Ohio, Inc., Phoenix Associates, Insight
            Communications of Central Ohio, LLC and CIBC Oppenheimer Corp. dated
            August 21, 1998*

   4.3      Indenture among Coaxial Communications of Central Ohio, Inc.,
            Phoenix Associates, Insight Communications of Central Ohio, LLC,
            CIBC Oppenheimer Corp. and Bank of Montreal Trust Company dated
            August 21, 1998*

   4.4      Pledge Agreement between Coaxial Communications of Central Ohio,
            Inc. and Bank of Montreal Trust Company dated August 21, 1998*

  10.1      Close Corporation Agreement of Coaxial Communications of Central
            Ohio, Inc. dated August 21, 1998 among Coaxial LLC, Coaxial DSM LLC,
            Coaxial DJM LLC and Coaxial Communications of Central Ohio, Inc.*

  10.2      Management Agreement of Coaxial LLC dated August 21, 1998 among
            Insight Holdings of Ohio, LLC, Coaxial LLC and Barry Silverstein*

  10.3      Management Agreement of Coaxial DSM LLC dated August 21, 1998 among
            Insight Holdings of Ohio, LLC, Coaxial DSM LLC and D. Stevens McVoy*

  10.4      Management Agreement of Coaxial DJM LLC dated August 21, 1998 among
            Insight Holdings of Ohio, LLC, Coaxial DJM LLC and Dennis J.
            McGillicuddy*

  10.5      Management Agreement between Coaxial Communications of Central Ohio,
            Inc. and Insight Communications of Central Ohio, LLC dated August
            21, 1998*

  10.6      Assignment Agreement dated as of August 21, 1998 among CIBC
            Oppenheimer Corp., the lenders who were a party to the Chase Credit
            Facility, The Chase Manhattan Bank, as agent for such lenders,
            Coaxial Communications of Central Ohio, Inc., Phoenix Associates,
            Coaxial Associates of Columbus I, Coaxial Associates of Columbus II
            and Coaxial Associates of Southern Ohio, Inc.*

  10.7      Revolving Credit Agreement dated as of October 7, 1998 among Insight
            Communications of Central Ohio, LLC, several banks and financial
            institutions or entities, and Canadian Imperial Bank of Commerce, as
            administrative agent*

                                       19
<PAGE>

  16.1      Letter from Arthur Andersen LLP

  27.1      Financial Data Schedule for Phoenix Associates**

  27.2      Financial Data Schedule for Coaxial Communications of Central Ohio,
            Inc.**

  27.3      Financial Data Schedule for Insight Communications of Central Ohio,
            LLC

____________
*    Denotes document filed as an exhibit to Registrants' Registration Statement
     on Form S-4 (File Nos. 333-63677, 333-63677-01 and 333-63677-02) and
     incorporated herein by reference.

**   Previously filed with this annual report on Form 10-K.

                                       20
<PAGE>

                    Report of Independent Public Accountants




To the Shareholders of

 Coaxial Communications of Central Ohio, Inc.



We have audited the accompanying balance sheet of Coaxial Communications of
Central Ohio, Inc. (an Ohio operation) as of December 31, 1997, and the related
statements of operations and changes in stockholders' equity and cash flows for
each of the two years in the period ended December 31, 1997.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coaxial Communications of
Central Ohio, Inc. as of December 31, 1997, and the results of its operations
and its cash flows for each of the two years in the period ended December 31,
1997, in conformity with generally accepted accounting principles.


                                             /s/ Arthur Andersen LLP


Columbus, Ohio
July 17, 1998

                                     F - 1
<PAGE>

                         Report of Independent Auditors



The Shareholders
Coaxial Communications of Central Ohio, Inc.

We have audited the accompanying balance sheet of Coaxial Communications of
Central Ohio, Inc. as of December 31, 1998, and the related statements of
operations and shareholder's deficit and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coaxial Communications of
Central Ohio, Inc. at December 31, 1998, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.



                                                    /s/ Ernst & Young LLP


New York, New York
April 5, 1999

                                     F - 2
<PAGE>

<TABLE>
<CAPTION>
                                     Coaxial Communications of Central Ohio, Inc.
                                             Consolidated Balance Sheets
                                              December 31, 1998 and 1997

                                                                                           1998              1997
                                                                                   ------------------ ---------------
<S>                                                                                    <C>              <C>
ASSETS
Cash...............................................................................    $  8,708,553      $    574,064
Subscriber receivables, less allowance for doubtful accounts
of $306,000 and $202,000 in 1998 and 1997..........................................       1,185,646           661,183
Other accounts receivable, less allowance for doubtful accounts
of $145,000 and $172,000 in 1998 and 1997..........................................       1,520,301         1,040,582
Prepaid expenses and other current assets..........................................         166,347           223,262
                                                                                   ------------------ ---------------
Total current assets...............................................................      11,580,847         2,499,091

PROPERTY AND EQUIPMENT, at cost:
Land and Land Improvements.........................................................         260,000                 -
CATV systems.......................................................................      71,031,956        64,949,357
Equipment..........................................................................       7,102,002         7,082,619
Furniture..........................................................................         333,026           246,232
Leasehold improvement..............................................................          71,360           220,231
                                                                                   ------------------ ---------------
                                                                                         78,798,344        72,498,439
Less-Accumulated depreciation and amortization.....................................     (46,898,251)      (42,699,293)
                                                                                   ------------------ ---------------
Total property and equipment, net..................................................      31,900,093        29,799,146

INTANGIBLE ASSETS, at cost:
Franchise costs....................................................................       7,385,000         7,385,000
Deferred financing costs and other.................................................       1,447,334         2,661,399
                                                                                   ------------------ ---------------
                                                                                          8,832,334        10,046,399
Less-Accumulated amortization......................................................      (7,399,733)       (8,951,090)
                                                                                   ------------------ ---------------
Total intangible assets, net.......................................................       1,432,601         1,095,309

DUE FROM RELATED PARTIES...........................................................         149,321        76,261,666
                                                                                   ------------------ ---------------

TOTAL ASSETS.......................................................................    $ 45,062,862      $109,655,212
                                                                                   ================== ===============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current portion of notes payable...................................................    $          -      $    369,860
Current portion of capital lease obligations.......................................         123,187           213,103
Accounts payable...................................................................       3,229,719         2,804,766
Accrued interest...................................................................       1,249,889         1,690,147
Accrued liabilities................................................................       4,404,317         3,596,922
                                                                                   ------------------ ---------------
Total current liabilities..........................................................       9,007,112         8,674,798

NOTES PAYABLE:
Senior Notes.......................................................................      34,435,092                 -
Affiliated entities................................................................               -         2,933,236
Other..............................................................................               -        26,437,957
                                                                                   ------------------ ---------------
Total notes payable................................................................      34,435,092        29,371,193

Capital Lease Obligations..........................................................         105,271           194,194
Other Liabilities..................................................................       1,145,867                 -
Due to related parties.............................................................       1,029,369        17,088,121
                                                                                   ------------------ ---------------
Total liabilities..................................................................      45,722,711        55,328,306

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT):
Common stock--authorized 2,000 shares, 1,080 shares
issued and outstanding in 1998 and 1997; $1 par value..............................           1,080             1,080
Paid-in capital....................................................................       9,501,170         9,501,170
Retained earnings (deficit)........................................................     (10,162,099)       44,824,656
                                                                                   ------------------ ---------------
Total shareholders' equity (deficit)...............................................        (659,849)       54,326,906

Total liabilities and shareholders' equity (deficit)...............................    $ 45,062,862      $109,655,212
                                                                                   ================== ===============
</TABLE>
See accompanying notes

                                     F - 3
<PAGE>

<TABLE>
<CAPTION>
                                    COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT)
                                FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

                                                       1998                      1997                     1996
                                            ------------------------  ------------------------  --------------------

<S>                                           <C>                         <C>                      <C>
TOTAL REVENUES..........................                 47,955,737               48,229,487              50,417,825


OPERATING EXPENSES:
Service and administrative..............                 29,694,622               28,889,394              26,932,679
Severance and  transaction structure                      4,822,078                        -                       -
 costs..................................
Depreciation and amortization...........                  5,311,198                5,256,142               5,349,810
                                            ------------------------------------------------------------------------
Total operating expenses................                 39,827,898               34,145,536              32,282,489
                                            ------------------------------------------------------------------------

OPERATING INCOME........................                  8,127,839               14,083,951              18,135,336
OTHER EXPENSES..........................                   (421,420)                (321,732)               (320,456)
OTHER INCOME............................                          -                   50,276                  72,072
INTEREST INCOME (EXPENSE), NET..........
Interest income--related parties........                  2,846,304                4,296,510               5,210,678
Interest income.........................                     34,919                   69,990                  29,449
Interest expense--related parties.......                 (1,019,299)              (2,412,417)             (2,639,915)
Interest expense........................                 (3,483,983)              (3,183,800)             (3,026,260)
                                            ------------------------------------------------------------------------

Total interest expense, net.............                 (1,622,059)              (1,229,717)               (426,048)
                                            ------------------------------------------------------------------------

INCOME BEFORE EXTRAORDINARY LOSS                          6,084,360               12,582,778              17,460,904

Extraordinary loss on extinguishment                        846,641                        -                       -
 of debt................................
                                            ------------------------------------------------------------------------

NET INCOME                                                5,237,719               12,582,778              17,460,904


SHAREHOLDERS' EQUITY, beginning of year                  54,326,906               42,332,295              37,018,958
CAPITAL DISTRIBUTIONS...................                (82,787,365)                (588,167)            (12,147,567)
SHAREHOLDER CONTRIBUTIONS...............                 22,562,891                        -                       -
                                            ------------------------------------------------------------------------
SHAREHOLDERS' (DEFICIT) EQUITY, end of
 year...................................               $   (659,849)             $54,326,906            $ 42,332,295

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

EARNINGS PER COMMON SHARE:
Basic and diluted.......................               $      4,850              $    11,651            $     16,168
                                            ========================================================================
Weighted average number of common
shares..................................                      1,080                    1,080                   1,080
                                            ========================================================================


</TABLE>

SEE ACCOMPANYING NOTES

                                     F - 4
<PAGE>

<TABLE>
<CAPTION>
                                     COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

                                                                1998                1997                   1996
                                                        -------------------  ----------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>                 <C>                   <C>
Net income..........................................         $  5,237,719         $ 12,582,778           $ 17,460,904
Adjustments to reconcile Net Income to
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization.......................            5,531,861            5,805,111              5,857,277
Extraordinary loss on extinguishment of debt........              846,641                    -                      -
Loss on disposals of property and equipment.........                    -               77,452                 69,187
Changes in operating assets and liabilities.........
Subscriber receivables..............................             (524,463)             182,395               (252,414)
Other accounts receivable, prepaid expenses and other
current assets......................................             (422,804)             324,515                580,500
Accounts payable....................................              424,953              421,658               (361,633)
Accrued interest....................................             (440,258)             175,521                 39,320
Accrued liabilities.................................            1,941,947             (691,513)             1,026,569
Deferred compensation...............................                    -             (255,808)               (41,260)
Deferred income.....................................                    -                    -                 (9,613)
                                                        --------------------------------------    -------------------
Net cash provided by operating activities...........         $ 12,595,596         $ 18,622,109           $ 24,368,837
                                                        --------------------------------------    -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and
equipment...........................................           (7,369,406)          (5,570,385)            (5,998,166)
Proceeds from disposal of property and equipment....               11,315               25,753                 17,667
Due from related parties............................            3,887,871           (9,697,288)           (13,570,306)
                                                        --------------------------------------    -------------------
Net cash used in investing activities...............         $ (3,470,220)        $(15,241,920)          $(19,550,805)
                                                        --------------------------------------    -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable.............           34,435,092              750,000              5,500,000
Principal payments on notes payable.................          (26,807,817)          (5,680,764)            (2,114,000)
Costs incurred in debt financing....................           (1,447,335)            (117,064)                     -
Principal payments on capital lease obligations.....             (178,839)            (264,649)              (234,630)
Contributions to capital of insight ohio............           10,000,000                    -                      -
Capital distributions...............................                    -             (588,167)           (12,147,567)
Capital contributions.........                                  2,000,000
(Decrease) Increase in amounts due to related                 (18,991,988)           2,188,723              4,414,315
 parties............................................
                                                        --------------------------------------    -------------------
Net cash used in financing activities.                       $   (990,887)        $ (3,711,921)          $ (4,581,882)
                                                        --------------------------------------    -------------------

NET INCREASE (DECREASE) IN CASH.....................            8,134,489             (331,732)               236,150
CASH, beginning of year.............................              574,064              905,796                669,646
                                                        -------------------------------------------------------------
CASH, end of year...................................         $  8,708,553         $    574,064           $    905,796
                                                        =============================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                          2,062,317         $  2,390,851           $  2,315,231
Capital leases                                                          -               56,707                198,985
Deferred compensation                                                   -                    -              2,343,594
</TABLE>

See accompanying notes

                                     F - 5
<PAGE>

                 COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 AND 1997

1.  Business Organization And Purpose

Coaxial Communications of Central Ohio, Inc. ("Coaxial" or the "Company"), an
Ohio corporation, through its controlling voting interest in Insight
Communications of Central Ohio LLC ("Insight Ohio"), operates a cable television
system which provides basic and expanded cable television services to homes in
the eastern parts of Columbus, Ohio and surrounding areas.  In connection with
the contribution of the Company's cable system described below, the issuance of
the Senior Notes described in Note 7(b), and the issuance of the Discount Notes
by the Company's majority shareholder, during 1998 the three individuals who
previously owned the outstanding stock of the Company contributed their stock to
three separate limited liability companies.  Accordingly, at December 31, 1998,
the Company was a subsidiary of Coaxial LLC, which owns 67  1/2% of its
outstanding stock.

Other related entities affiliated with Coaxial include Coaxial LLC, Coaxial
Financing Corp., Coaxial DJM LLC, Coaxial DSM LLC, Phoenix Associates
("Phoenix"), Coaxial Communications of Southern Ohio, Inc. ("Southern Ohio"),
Coaxial Associates of Columbus I ("Columbus I"), Coaxial Associates of Columbus
II ("Columbus II"), Paxton Cable Television, Inc. ("Paxton Cable") and Paxton
Communications, Inc. ("Paxton Communications").

On June 30, 1998, amended on July 15, 1998 and August 21, 1998, Coaxial and
Insight Communications Company, L.P. ("Insight") entered into a contribution
agreement (the "Contribution Agreement") pursuant to which on August 21, 1998,
Coaxial contributed substantially all of the assets and liabilities comprising
its cable system to Insight Ohio, a newly formed subsidiary. In connection
therewith, Insight Holdings of Ohio, LLC ("IHO"), a wholly owned subsidiary of
Insight, contributed $10 million in cash to Insight Ohio. As a result of the
Contribution Agreement, Coaxial owns 25% of the non-voting common equity and IHO
owns 75% of the non-voting common equity of Insight Ohio. Coaxial also owns two
separate series of voting preferred equity (a $140 million preferred equity
interest and a $30 million preferred equity interest) of Insight Ohio. The
voting preferred equity interest will provide for distributions to Coaxial,
Phoenix and Coaxial, LLC in amounts equal to the payments required on the senior
and senior discount notes described in Note 7. IHO serves as the manager of
Insight Ohio.

As a result of the transaction described above, the Company incurred severance
costs and transactions structuring costs totaling $4,822,078, which have been
reflected in the accompanying statements of operations.


Principles of Consolidation

As a result of Coaxial's ownership of all of the voting equity of Insight Ohio
at December 31, 1998, the accompanying financial statements include the accounts
of Insight Ohio. All intercompany balances have been eliminated in
consolidation.  At December 31, 1998, Insight Ohio had a members' deficiency,
accordingly, the accompanying financial statements do not include a minority
interest liability for Insight's 75% common equity interest in Insight Ohio.

Cash

The Company considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management 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.

                                     F - 6
<PAGE>

                 COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2. Summary of Significant Accounting Policies (continued)

Fair Values

In December 1991, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 107, "Disclosures about Fair Value of
Financial Instruments," which requires disclosure of fair value information
about both on and off balance sheet financial instruments for which it is
practicable to estimate that value.  The carrying amounts of current asset and
liabilities approximate their fair market value because of the immediate or
short term maturity of these financial instruments.

At December 31, 1998, the carrying value of the Senior Notes approximate their
fair value. At December 31,1997, the carrying amounts of the loan agreement
debt, including term loans and revolving credit loans, approximate fair value as
the underlying instruments were at variable rates that re-priced frequently.  At
December 31, 1997, the fair value of notes receivable from related parties and
notes payable to related parties cannot be reasonably and practicably estimated
due to the unique nature of the related underlying transactions and terms.
Refer to Notes 6 and 7 for a discussion of the relative terms.  However, given
the terms and conditions of these instruments, if these financial instruments
were with unrelated parties, interest rates and payment terms could be
substantially different than the currently stated rates and terms.  The majority
of the related party receivables and payables at December 31, 1997 were settled
at their face value in connection with the contribution agreement and issuance
of the  and discount notes during 1998.

Revenue Recognition

Service fees are recorded in the month cable television and pay television
services are provided to subscribers. Connection fees are charges for the hook-
up of new customers and are recognized as current revenues to the extent of
direct selling costs incurred. Any fees in excess of such costs are deferred and
amortized to income over the estimated average period that subscribers are
expected to remain connected to the system. Subscriber advance billings are
netted within accounts receivable in the accompanying financial statements.
Collections on subscriber advance billings at December 31, 1998 and 1997 were
not significant.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of trade accounts receivable. The Company's
customer base consists of a number of homes concentrated in the central Ohio
area. The Company continually monitors the exposure for credit losses and
maintains allowances for  anticipated losses. As of December 31, 1998, the
Company had no significant concentrations of credit risk.

Property and Equipment

Property and equipment are stated at cost, while maintenance and repairs are
expensed as incurred. Upon retirement or disposal of assets, the cost and
related accumulated depreciation and amortization are removed from the balance
sheet, and any gain or loss is reflected in earnings. Depreciation and
amortization are provided using the straight-line method over the estimated
useful lives of the related assets as follows:


    CATV systems                                             10 to 15 years
    Equipment                                                   5 years
    Furniture                                                   5 years
    Leasehold improvements                                   Life of lease


At December 31, 1998 the Company had net assets held under capital leases of
$228,458.

The Company internally constructs certain CATV systems. Construction costs
capitalized include payroll, fringe benefits and other overhead costs associated
with construction activity.

                                     F - 7
<PAGE>

                 COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

Property and Equipment (continued)

The Company reviews its property and equipment and other long term assets when
events or changes in circumstances indicate the carrying amounts may not be
recoverable. When such conditions exist, management estimates the future cash
flows from operations or disposition. If the estimated undiscounted future cash
flows are less than the carrying amount of the asset, an adjustment to reduce
the carrying amount would be recorded, and an impairment loss would be
recognized. The Company does not believe that there is an impairment of such
assets.

Intangible Assets

Intangible assets are amortized using the straight-line method over the
estimated useful lives of the related assets as follows:

        Franchise costs                             7 to 15 years
        Deferred financing costs                Term of related debt

Deferred financing costs relate to costs, primarily legal fees and bank facility
fees incurred to negotiate and secure long term financing (see note 7). These
costs are being amortized on a straight-line basis over the life of the
applicable loans.  In connection with the issuance of the Senior Notes (see note
7), the Company repaid the outstanding indebtedness under its prior debt
facility.  Accordingly, the accompanying statement of operations for the year
ended December 31, 1998 includes an extraordinary loss of $846,641 on early
extinguishment of such debt. The Company amortized to interest expense deferred
financing costs of approximately $52,000, $549,000 and $508,000 in 1998, 1997,
and 1996, respectively.

Home Office Expenses

Home office expenses of approximately $1,371,000, $1,498,000, and $1,697,000 in
1998, 1997 and 1996 (included in selling and administrative expenses) include
billings for legal fees, management fees, salaries, travel and other management
expenses for services provided by an affiliated services company. Effective
August 21, 1998, IHO provides such services for which it earns a management fee
(see note 6).

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense primarily for
campaign and telemarketing-related efforts was approximately $2,152,000,
$1,025,000, and $1,060,000 in 1998, 1997 and 1996, respectively.

Earnings Per Share

In 1998, the Company adopted SFAS No. 128, "Earnings per Share" ("SFAS No.
128"), which established new standards for computing and presenting earnings per
share was effective for financial statements issued for periods ending after
December 15, 1997.  Prior periods have been restated to reflect the adoption of
SFAS No. 128 which did not have a significant impact upon the Company's earnings
per share.

Recent Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130"). This pronouncement establishes standards for the
reporting and display of comprehensive income and its components in financial
statements. Comprehensive income is defined as the total of net income and all
other non-owner changes in equity. The Company believes this statement does not
have a material effect on its financial statements.

     In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"). This
pronouncement establishes standards for reporting information about operating
segments in annual and interim financial statements. The Company believes this
statement does not have a material effect on the financial statements as the
Company operates in one business segment.

In June 1998, The Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivatives Instruments and Hedging Activities" ("SFAS No.
133"). SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. SFAS No. 133 is effective for all fiscal years
beginning after June 15, 1999. The Company does not anticipate the adoption of
this Statement to have a material impact on its financial statements.

                                     F - 8
<PAGE>

                 COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

Reclassifications

Certain prior year amounts have been reclassified to conform to the current
year's presentation.

3. Income Taxes

Coaxial is a Subchapter S corporation. Therefore, each shareholder reports his
distributive share of income or loss on his respective income tax return. As a
result, the Company does not provide for Federal or State income taxes in its
accounts. In the event that the Subchapter S corporation election is terminated,
deferred taxes related to book and tax temporary differences would be required
to be reflected in the financial statements.

4. 401(k) Plan

The Company sponsored various 401(k) Plan (the "Plans") for the benefit of its
employees.  All employees who have completed six months of employment and have
attained the age of 21 are eligible to participate in the Plans.  The Company
makes matching contributions equal to a portion of the employee's wages. Company
contributions to the Plans approximated $145,000, $133,000 and $111,000 in 1998,
1997 and 1996, respectively.

5.  Workers' Compensation Reserves

Coaxial is partially self-insured for workers' compensation benefits. The
amounts charged to expense for workers' compensation were approximately $40,000,
$89,200, and $110,200 for 1998, 1997 and 1996, respectively, and were based on
actual and estimated claims incurred. The liability for workers' compensation
obligations, as of December 31, 1998 and 1997, is approximately $75,918 and
$78,000, respectively.

6.  Related Party Transactions

Effective August 21, 1998, the Company entered into a management agreement with
IHO which allows IHO to manage the operations of Insight Ohio. IHO earns a
management fee equivalent to 3% of Insight Ohio's gross operating revenues. Fees
under this management agreement of $492,713 for the period from August 21, 1998
through December 31, 1998 are recorded in home office expenses.

Coaxial has a receivable from a related party as of December 31, 1997 of $98,584
relating to the leasing of fiber optic facilities.  On June 29, 1998, the
related party bought out the lease for approximately $347,000.

Coaxial pays rent to a partnership owned by Coaxial's shareholders for two
facilities. Total charges for rent were approximately $63,000 in 1998, $99,500
in 1997 and $72,000 in 1996.

At December 31, 1997, Coaxial advanced funds to and received advances from
related entities for working capital and debt service requirements. During
August 1998, in connection with the issuance of the Senior Notes described in
Note 7(b), the amounts relating to debt service requirements were settled.
Coaxial recognized interest income of approximately $2,846,300 in 1998,
$4,296,500 in 1997, $5,210,700 in 1996 and interest expense of approximately
$1,019,300 in 1998 $914,300 in 1997, $1,039,900 in 1996 related to such
advances. During 1998, Coaxial advanced funds to and received advances from
related entities for working capital requirements in the amount of $149,321 and
$1,029,369 respectively.

                                     F - 9
<PAGE>

                 COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.  Related Party Transactions (continued)

Advances to and from related entities as of December 31, 1998 and 1997 are as
follows:

                                           1998                1997
                                   ----------------------------------------

    Advances to:
     Southern Ohio                          $  102,445          $         -
     Phoenix                                         -           72,439,984
     Paxton                                          -            2,361,387
     Columbus I                                      -            1,357,768
     Other                                      46,876              102,527
                                   ----------------------------------------
Due from related entities                   $  149,321          $76,261,666
                                   ========================================

    Advances from:
     Insight                                $1,029,369          $         -
     Columbus II                                     -              662,178
     Southern Ohio                                   -           16,425,943
                                   ----------------------------------------
    Due to related entities                 $1,029,369          $17,088,121
                                   ========================================



Southern Ohio, Phoenix, Paxton, Columbus I and Columbus II are under the control
of the shareholders of Coaxial.

Through December 31, 1995, Coaxial had an agreement with a key officer to defer
certain discretionary compensation amounts each year. On January 1, 1996,
Coaxial entered into an unsecured note payable to this officer in the amount of
$2,343,947, which represented all vested deferred compensation at December 31,
1995. During 1996, this officer earned additional discretionary compensation in
the amount of $193,140. This amount was added to the unpaid December 31, 1996
principal balance of the above note and the payment amount was adjusted
accordingly. As of December 31, 1997 the outstanding balance of the note was
$2,046,880. The note was payable in equal monthly installments of $21,322 plus
accrued interest at the prime rate (8.50% at December 31, 1997), and was
scheduled to mature in December 2005. Interest expense on the note was $184,810
in 1997 and $185,005 in 1996.  Pursuant to the Contribution Agreement, amounts
outstanding were paid during 1998.

Other related party transactions are described in Note 7.

                                     F - 10
<PAGE>

                 COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.  Notes Payable

Notes payable at December 31, 1998 and 1997 consisted of:

            Lender                   1998             1997
            ------            ----------------------------------

   Columbus I(a)                              -      $ 2,467,137
   Columbus II(a)                             -          466,099
                              ----------------------------------
     Total related parties                    -        2,933,236
   Senior Notes(b)                  $34,435,092                -
   Banks(c)                                   -       24,760,937
   Retired officer(d)                         -        2,046,880

                                     34,435,092       29,741,053
Less current portion                          -          369,860
                              ----------------------------------
Total                               $34,435,092      $29,371,193
                              ==================================

Notes payable at December 31, 1998, will mature on August 15, 2006.

(a)  In November, 1982, Columbus I and Columbus II exchanged all of their assets
     and certain liabilities with Coaxial for common stock and notes.  These
     notes bore interest at a rate of 20% and had been scheduled to mature on
     October 31, 1997. A portion of these notes ($5,066,764) had been assigned
     and was payable to the former Limited Partners of Columbus I and Columbus
     II as part of their consideration when they sold their partnership interest
     to the General Partners.  The maturity date of the remaining notes (payable
     to Columbus I and Columbus II) was extended to October 31, 2002. Interest
     expense was approximately $375,300,  $1,498,100 and $1,600,000 in 1998,
     1997 and 1996, respectively, related to the notes payable.  During 1998,
     these notes payable were settled pursuant to the Contribution Agreement.

(b)  On August 21, 1998, Coaxial and Phoenix Associates completed an offering of
     $140 million 10% Senior Notes ("Senior Notes") due 2006 of which $105.6
     million was allocated to Phoenix and $34.4 million was allocated to
     Coaxial.  Interest accrues on the Senior Notes from August 21, 1998 and is
     payable in cash semi-annually on each February 15 and August 15, commencing
     on February 15, 1999. The Senior Notes are secured by the outstanding
     Series A Preferred Interests in Insight Ohio. The Series A Preferred
     Interests have a liquidation preference of $140.0 million and pay
     distributions in an amount equal to the interest payments on the Senior
     Notes. All Series A Preferred Interests are owned by Coaxial and are
     pledged to Bank of Montreal Trust Company, as trustee, for the benefit of
     the holders of the Senior Notes. Coaxial will utilize cash distributions
     made by Insight Ohio on the Series A Preferred Interests to make payments
     on the Senior Notes. The Senior Notes contain covenants that, among other
     things, restrict the ability of Coaxial, Phoenix, Insight Ohio and any of
     their Restricted Subsidiaries to: incur additional indebtedness; pay
     dividends and make distributions;  issue stock of subsidiaries to third
     parties; make certain investments; repurchase stock; create liens; enter
     into transactions with affiliates; enter into sale and leaseback
     transactions; create dividend or other payment restrictions affecting
     Restricted Subsidiaries; merge or consolidate in a transaction involving
     all or substantially all of the assets of Coaxial, Phoenix and their
     Restricted Subsidiaries, taken as a whole; transfer or sell assets; use
     distributions on the Series A Preferred Interests or Series B Preferred
     Interests for any purpose other than required payments of  interest and
     principal on the Senior Notes or Discount Notes, respectively; and swap
     assets.  In connection with the issuance of the Senior Notes, the Company
     incurred financing fees of $1,147,193 that are being amortized over the
     life of the Senior Notes.  Coaxial, as joint and several issuer, with
     Phoenix, of the Senior Notes, provides the funding that will allow Phoenix
     to repay its share of the notes payable, as Phoenix has no operations.

     Amortization expense for deferred financing costs related to the Senior
     Notes at December 31, 1998 was $51,945. Interest expense on Coaxial's
     portion of the Senior Notes was $1,249,889 for the year ended December 31,
     1998.

                                     F - 11
<PAGE>

                 COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7. Notes Payable (continued)

(b) (continued)

    Insight Ohio has a Senior Credit Facility ("Senior Credit Facility") with a
    group of banks and other financial institutions. The Senior Credit Facility
    provides for revolving credit loans of $25 million to finance capital
    expenditures and for working capital and general purposes, including the
    upgrade of the System's cable plant and for the introduction of new video
    services. The Senior Credit Facility has a six-year maturity, with
    reductions to the amount of the commitment commencing after three years. The
    amount available for borrowing is reduced by any outstanding letter of
    credit obligations. Insight Ohio's obligations under the Senior Credit
    Facility are secured by substantially all the tangible and intangible assets
    of Insight Ohio. Loans under the Senior Credit Facility bear interest, at
    Insight Ohio's option, at the prime rate or at a Eurodollar rate. In
    addition to the index rates, Insight Ohio pays an additional margin
    percentage tied to its ratio of total debt to adjusted annualized operating
    cash flow.

    The Senior Credit Facility contains a number of covenants that, among other
    things, restricts the ability of Insight Ohio and its subsidiaries to make
    capital expenditures, dispose of assets, incur additional indebtedness,
    incur guaranty obligations, pay dividends or make capital distributions,
    including distributions on the Preferred Interests that are required to pay
    the Senior Notes and the Discount Notes in the event of a payment default
    under the Senior Credit Facility, create liens on assets, make investments,
    make acquisitions, engage in mergers or consolidations, engage in certain
    transactions with subsidiaries and affiliates and otherwise restrict certain
    activities. In addition, the Senior Credit Facility requires compliance with
    certain financial ratios, including with respect to total leverage, interest
    coverage and pro forma debt service coverage. Management does not expect
    that such covenants will materially impact the ability of Insight Ohio to
    operate its business. As of December 31, 1998, no amounts were drawn on the
    Senior Credit Facility.

(c) On November 15, 1994, Coaxial, Phoenix, Southern Ohio, Columbus I and
    Columbus II (collectively referred to as the borrowers), executed a loan
    agreement with a lead bank and several other financial institutions. In
    connection with the Senior Note issuance the Company repaid all the
    outstanding balances under the loan agreement and recognized an
    extraordinary loss of $846,641 relating to the refinancing of debt.
    Amortization expense for deferred financing related to this bank debt at
    December 31, 1998 was $442,840. Interest expense on this facility was
    approximately $1,537,100, $2,284,500, and $1,920,500 in 1998, 1997 and 1996,
    respectively.

    The funds borrowed under the loan agreement were allocated to the following
    entities as of December 31,1997:

                                                                Revolving
            Entity                            Term Loan         Loan
            -----------------------------------------------------------------

            Coaxial                            $ 16,760,937       $ 8,000,000
            Phoenix                             105,925,208                 -
            Southern Ohio                        20,568,238         8,000,000
            Columbus I                            2,385,682                 -
            Columbus II                           1,359,935                 -
                                         ------------------------------------
            Total                              $147,000,000       $16,000,000
                                         ====================================


(d)  In January 1996, Coaxial issued an unsecured note payable to a key officer
     for deferred compensation. The        officer retired in 1997. The related
     note payable was paid during 1998 pursuant to the Contribution Agreement.

                                     F - 12
<PAGE>

                 COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. Notes Payable (continued)


At December 31, 1997, the borrowers had entered into an interest-rate swap
agreement to modify the interest characteristics of its outstanding debt from a
floating rate to a fixed rate basis. This agreement involved the payment of
fixed rate amounts in exchange for floating rate interest receipts over the life
of the agreement without an exchange of the underlying principal amount. The
differential to be paid or received was accrued as interest rates change and was
recognized as an adjustment to interest expense related to the debt.  At
December 31, 1997 the borrowers had entered into interest rate swap agreements
effectively fixing the interest rate to 5.87% on $40 million notional value of
debt. These swap agreements were terminated in 1998.

8. Operating Lease Agreements

The Company leases land for tower locations, office equipment, office space,
vehicles and the use of utility poles under various operating lease agreements.
Rental expense for all operating leases was approximately $105,700 in 1998,
$218,500 in 1997 and $160,500 in 1996. These amounts exclude year-to-year
utility pole leases of $191,100, $186,400, and $182,700, respectively, which
provide for payments based on the number of poles used.

Minimum rental commitments required under non-cancelable operating leases are as
follows:

        1999                                                          $38,400
        2000                                                           26,400
        2001 and thereafter                                               200
                                                          ---------------------
                                                                      $65,000
                                                          =====================

9. Capital Lease Agreements

Coaxial leases vehicles, computer and other equipment under capital leases.
These leases have terms ranging from four to five years. Future minimum payments
under the leases are as follows:

     For the years ending December 31,
     1999                                                            $ 138,909
     2000                                                               81,174
     2001                                                               30,225
     2002                                                                3,003
                                                             -----------------
                                                                       253,311
     Less: Amount representing interest                                (24,853)
     Less: Current portion of capital lease obligations               (123,187)
                                                             -----------------
     Long-term capital lease obligations                             $ 105,271
                                                             =================


10.  Contingencies

The Company is party in or may be affected by various matters under litigation.
Management believes that the ultimate outcome of these matters will not have a
significant adverse effect on either the Company's results of operation or
financial position.

                                     F - 13
<PAGE>

                    Report of Independent Public Accountants




To the Shareholders of
 Phoenix Associates.


We have audited the accompanying balance sheet of Phoenix Associates (a Florida
partnership), as of December 31, 1997, and the related statements of operations
and changes in partners' deficit and cash flows for each of the two years in the
period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Phoenix Associates as of
December 31, 1997, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.

As indicated in Note 1, Phoenix Associates has no operations.  Its ability to
satisfy debt and other obligations is dependent upon funding from related
entities, which are under the common control of the owners of Phoenix
Associates.



                                          /s/ Arthur Andersen LLP

Columbus, Ohio
July 17, 1998

                                     F - 14
<PAGE>

                         Report of Independent Auditors



The General Partners
Phoenix Associates

We have audited the accompanying balance sheet of Phoenix Associates (a Florida
partnership) as of December 31, 1998, and the related statements of operations
and partners' deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Phoenix Associates at December
31, 1998, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

As indicated in Note 1, Phoenix Associates has no operations. Its ability to
satisfy debt and other obligations is dependent upon funding from related
entities, which are under the common control of the owners of Phoenix
Associates.



                                                    /s/ Ernst & Young LLP


New York, New York
April 5, 1999

                                     F - 15
<PAGE>

<TABLE>
<CAPTION>
                                                  Phoenix Associates
                                                    Balance Sheets
                                           As of December 31, 1998 and 1997

                                                                                  1998                     1997
                                                                         --------------------     --------------------
<S>                                                                        <C>                      <C>
ASSETS
CURRENT ASSETS:
Cash..............................................................              $           -            $         247
Interest receivable...............................................                     56,868                        -
Other accounts receivable.........................................                          -                    1,067
                                                                         ---------------------------------------------
Total current assets..............................................                     56,868                    1,314

OTHER ASSETS:
Due from related parties..........................................                    406,222                6,409,505
Notes receivable--related parties.................................                    550,297                  775,643
Deferred financing fees, net of accumulated amortization
  of $159,502.....................................................                  3,399,729                        -
Advances to partners..............................................                          -                  768,000
                                                                         ---------------------------------------------
Total other assets................................................                  4,356,248                7,953,148
                                                                         ---------------------------------------------
Total assets......................................................              $   4,413,116            $   7,954,462
                                                                         =============================================

LIABILITIES AND PARTNERS' DEFICIT
CURRENT LIABILITIES:
Current portion of notes payable..................................              $           -            $     720,600
Interest payable..................................................                  3,841,211                        -
Accounts payable..................................................                          -                      973
                                                                         ---------------------------------------------
Total current liabilities.........................................                  3,841,211                  721,573
                                                                         ---------------------------------------------

NOTES PAYABLE.....................................................                105,564,908              105,204,608
DUE TO RELATED PARTIES............................................                          -               72,439,984
                                                                         ---------------------------------------------
Total liabilities.................................................                109,406,119              178,366,165
                                                                         ---------------------------------------------

COMMITMENTS AND CONTINGENCIES
PARTNERS' DEFICIT.................................................               (104,993,003)            (170,411,703)
                                                                         ---------------------------------------------
Total liabilities and partners' deficit...........................              $   4,413,116            $   7,954,462
                                                                         =============================================
</TABLE>

See accompanying notes

                                     F - 16
<PAGE>

<TABLE>
<CAPTION>
                                                           Phoenix Associates
                                        Statements of Operations and Change in Partners' Deficit
                                          For the years ended December 31, 1998, 1997 and 1996


                                                                         1998               1997           1996
                                                               ------------------------------------------------------

<S>                                                               <C>                         <C>                     <C>
EXPENSES.....................................................      $     (61,488)    $     (88,879)    $    (106,467)
INTEREST INCOME (EXPENSE)
Interest income--related parties.............................            640,121         1,785,142         2,034,542
Interest income..............................................              1,333             2,826             1,905
Interest expense--related parties............................         (2,665,536)       (4,025,789)       (5,027,565)
Interest expense.............................................        (10,326,240)       (9,856,149)       (9,498,874)
                                                               ----------------- -----------------   ---------------
Total interest expense, net..................................        (12,350,322)      (12,093,970)      (12,489,992)
Loss Before Extraordinary Item...............................        (12,411,810)      (12,182,849)      (12,596,459)
Extraordinary Item--gain on settlement of former limited
partner notes................................................            100,182         3,315,337                 -
                                                               ----------------- -----------------   ---------------
NET LOSS.....................................................        (12,311,628)       (8,867,512)      (12,596,459)

PARTNERS' DEFICIT, beginning of year.........................       (170,411,703)     (161,544,191)     (148,947,732)
CAPITAL CONTRIBUTIONS........................................         78,498,328                 -                 -
CAPITAL DISTRIBUTIONS, net...................................           (768,000)                -                 -
                                                               ----------------- -----------------   ---------------
PARTNERS' DEFICIT, end of year...............................      $(104,993,003)    $(170,411,703)    $(161,544,191)
                                                               ================= =================   ===============
</TABLE>


See accompanying notes

                                     F - 17
<PAGE>

<TABLE>
<CAPTION>
                                                              Phoenix Associates
                                                           Statements of Cash Flows
                                             For the years ended December 31, 1998, 1997 and 1996

                                                                      1998                1997                       1996
                                                            --------------------------------------------------------------------
<S>                                                           <C>                              <C>                         <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss................................................          $ (12,311,628)        $ (8,867,512)             $(12,596,459)
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH USED IN OPERATING ACTIVITIES:
Gain on settlement of former limited partner notes......               (100,182)          (3,315,337)                        -
Amortization of deferred financing fees.................                159,502                    -                         -
Changes in operating assets and liabilities:                                                       -                         -
     Interest receivable................................                (56,868)                   -                         -
     Other accounts receivable..........................                  1,067               (1,067)                        -
     Interest payable...................................              3,841,211                    -                         -
     Accounts payable...................................                   (973)                 618                   (91,114)
                                                           --------------------    -----------------      --------------------
NET CASH USED IN OPERATING ACTIVITIES:                            $  (8,467,871)        $(12,183,298)             $(12,687,573)
                                                           --------------------    -----------------      --------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in amounts due from related parties.          $   6,003,283         $   (358,820)             $   (511,217)
Proceeds from notes receivable..........................                325,528            4,823,960                         -
                                                           --------------------    -----------------      --------------------
Net cash provided by (used in)
investing activities....................................          $   6,328,811         $  4,465,140              $   (511,217)
                                                           --------------------    -----------------      --------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes payable.....................          $(105,925,208)        $   (745,035)             $   (748,625)
Proceeds from issuance of notes payable.................            105,564,908                    -                         -
Contributions from partners, net........................             78,498,328                    -                         -
(Decrease) increase in amounts due to related parties...            (72,439,984)           8,348,350                14,062,205
Increase in deferred financing costs....................             (3,559,231)                   -                         -
                                                           --------------------    -----------------      --------------------
Net cash provided by financing
activities..............................................          $   2,138,813         $  7,603,315              $ 13,313,880
                                                           --------------------    -----------------      --------------------

NET INCREASE (DECREASE) IN CASH.........................                   (247)            (114,843)                  115,090
CASH, beginning of year.................................                    247              115,090                         -
                                                           --------------------    -----------------      --------------------
CASH, end of year.......................................          $           -         $        247              $    115,090
                                                           ====================    =================      ====================
</TABLE>

See accompanying notes

                                     F - 18
<PAGE>

                              PHOENIX ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1998

1.  Business Organization and Purpose

Phoenix Associates ("Phoenix") is a Florida general partnership organized for
the primary purpose of purchasing promissory notes, mortgages, deeds of trust,
debt securities and other types of securities, and purchasing and acquiring
rights in any loan agreements or other documents relating to those securities.
Phoenix has no operations. Its ability to satisfy debt and other obligations is
dependent upon funding from related entities, which are under the common control
of the owners of Phoenix.  Phoenix is a co-issuer and joint and several obligor
of the debt described in Note 5,  along with an affiliate, Coaxial
Communications of Central Ohio, Inc.

Phoenix consists of three separate LLC's whose sole members are individual
partners who share profits and losses in the ratio of 67 1/2%, 22 1/2% and 10%,
respectively.

Other related entities affiliated with Phoenix include Coaxial LLC, Coaxial
Financing Corp., Coaxial Communications of Central Ohio, Inc. ("Coaxial"),
Insight Communications of Central Ohio, LLC ("Insight Ohio"), Coaxial
Communications of Southern Ohio, Inc. ("Southern Ohio"), Coaxial Associates of
Columbus I ("Columbus I"), Coaxial Associates of Columbus II ("Columbus II"),
Paxton Cable Television, Inc. ("Paxton Cable") and Paxton Communications, Inc.
("Paxton Communications").

On June 30, 1998, amended on July 15, 1998 and August 21, 1998, Coaxial and
Insight Communications Company, L.P. ("Insight") entered into a Contribution
Agreement (the "Contribution Agreement") pursuant to which Coaxial contributed
substantially all of the assets and liabilities comprising its cable system to a
newly formed, subsidiary, Insight Ohio, and Insight Holdings of Ohio, LLC
("IHO"), a wholly owned subsidiary of Insight, contributed $10 million in cash
to Insight Ohio. As a result of this Contribution Agreement, Coaxial owns 25% of
the non-voting common equity and IHO owns 75% of the non-voting common equity of
Insight Ohio. Coaxial also owns two separate series (a $140 million preferred
equity interest and a $30 million preferred equity interest of voting preferred
equity) of Insight Ohio. The voting preferred equity interest provides for
distributions to Coaxial equal in amount to the payments on the Senior Notes and
senior discount notes discussed in Note 5. Coaxial is obligated to make
distributions which will enable Phoenix to fund the required payments on the
Senior Notes.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management 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.

Fair Value of Financial Instruments

In December 1991, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 107, "Disclosures about Fair Value of
Financial Instruments," which requires disclosure of fair value information
about both on- and off- balance sheet financial instruments for which it is
practicable to estimate that value.  At December 31, 1998 and 1997, the carrying
value of Phoenix's financial instruments approximate fair value.

                                     F - 19
<PAGE>

                              PHOENIX ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130"). This pronouncement establishes standards for the
reporting and display of comprehensive income and its components in financial
statements. Comprehensive income is defined as the total of net income and all
other non-owner changes in equity. The Company believes this statement does not
have a material effect on its financial statements.

     In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"). This
pronouncement establishes standards for reporting information about operating
segments in annual and interim financial statements. The Company believes this
statement does not have a material effect on the financial statements as the
Company operates in one business segment.

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivatives Instruments and Hedging Activities." Statement No.
133 established accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those instruments
at fair value. Statement No. 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999.  Phoenix does not anticipate that the
adoption of this Statement will have a material impact on its financial
statements.

3. Income Taxes

Phoenix is a general partnership. Therefore, each partner reports its
distributive share of income or loss on its respective income tax returns. As a
result, Phoenix does not provide for Federal or State income taxes in its
accounts.

4.  Related Party Transactions

As of December 31, 1997, Phoenix had advances due from two general partners
aggregating $768,000.  Such advances were settled during 1998 in accordance with
the Contribution Agreement.

Phoenix had advanced funds to and received advances from related entities for
working capital and for debt service.  During August 1998, in connection with
the issuance of the Senior Notes described in Note 5, these amounts were
settled.  A portion of these amounts were settled by a net contribution of
$74,171,097 from the partners. Phoenix recognized interest income of
approximately $234,200 in 1998 and $358,800 in 1997 and $511,200 in 1996 and
interest expense of approximately $2,665,536  in 1998,  $4,025,800 in 1997 and
$5,027,600 in 1996 relating to such advances.

Advances to and from related entities as of December 31, 1998 and 1997 are as
follows:

       Entity                            1998                  1997
       ------                            ----                  ----
       Advances to:
       Columbus I                        $406,222         $ 1,283,596
       Columbus II                              -             721,869
       Southern Ohio                            -           4,404,040
                                    ---------------------------------
       Due from related entities          406,222         $ 6,409,505
                                    =================================
       Advances from Coaxial             $      -         $72,439,984
                                    =================================

                                     F - 20
<PAGE>

                              PHOENIX ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS


4.  Related Party Transactions (continued)

Phoenix has the following notes and accrued interest receivable from related
parties at December 31, 1998 and 1997:

<TABLE>
                                                           1998               1997
                                                   -------------------------------------
<S>                                             <C>                             <C>
Columbus I(a)                                             $ 2,348,892        $ 2,348,892
Columbus II(b)                                                118,245            443,773
                                                   -------------------------------------
Total face amount of notes receivable                       2,467,137          2,792,665
Less: Amounts in excess of purchase price                  (1,916,840)        (2,017,022)
                                                   -------------------------------------
Net notes and accrued interest receivable                 $   550,297        $   775,643
                                                   =====================================
</TABLE>


(a)  The $2,348,892 due from Columbus I represents a note, including past due
     interest that was added to the principal, which was purchased from CNA
     Financial Corporation on November 24, 1982. Interest was payable to Phoenix
     monthly, through August 20, 1998, at an annual rate of 20% of the face
     amount of the notes receivable. Effective August 21, 1998 the rate was
     amended to an annual rate of 5.5%.  Phoenix recognized interest income of
     approximately $346,900, $1,138,000, and $1,212,800 in 1998, 1997 and 1996,
     respectively, related to the note receivable. The principal is due and
     payable to Phoenix on October 31, 2002.

(b)  The $118,245 due from Columbus II represents a note, including past due
     interest that was added to the principal, which were purchased from CNA
     Financial Corporation on November 24, 1982. Interest is payable to Phoenix
     monthly at an annual rate of 20% of the face amount of the notes
     receivable. Phoenix recognized interest income of approximately $59,000,
     $288,300, and $310,600 in 1998, 1997 and 1996, respectively, related to the
     note receivable. The principal is due and payable to Phoenix on October 31,
     2002. In August 1998, in connection with the issuance of the Senior Notes,
     a portion of the notes receivable from Columbus II were settled.  The
     amount in excess of the purchase price relating to these notes was realized
     at the time of the settlement.  The financial statements reflect an
     extraordinary item for the gain on partial settlement of the notes of
     $100,182.

Amounts in excess of purchase price represent the difference between the face
amount and the accrued interest receivable on the notes purchased and the price
paid. The amounts in excess of purchase price will be recognized when the
principal due on the notes is received, net of any costs associated with final
settlement.

In 1997, the notes receivable from former Limited Partners of Columbus I and
Columbus II matured. The "amounts in excess of purchase price" relating to these
notes were realized at the time of settlement. The 1997 financial statements
reflect a gain on the settlement of the notes of $3,315,337 (amounts in excess
of purchase price).

These related entities are under the control of the partners of Phoenix. The
partners have represented that substantially all of these amounts will be
settled among the parties.

5.  Notes Payable

Notes payable at December 31, 1998 and 1997 consisted of:

     Lender                                   1998                  1997
     ------                      --------------------------------------------
     Senior Notes (a)                     $105,564,908           $          -
     Banks(b)                                        -            105,925,208
                                 --------------------------------------------
     Total                                $105,564,908           $105,925,208
                                 ============================================

Senior Notes payable at December 31, 1998, will mature on August 15, 2006.

                                     F - 21
<PAGE>

                              PHOENIX ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS

5. Notes Payable (continued)

(a)   On August 21, 1998 Coaxial and Phoenix completed an offering of $140
      million 10% Senior Notes ("Senior Notes") due 2006. The proceeds of the
      Senior Notes were allocated $105.6 million to Phoenix and $34.4 million to
      Coaxial. Interest accrues on the Senior Notes from August 21, 1998 and is
      payable in cash semi-annually on each February 15 and August 15,
      commencing on February 15, 1999. The Senior Notes are secured by the
      outstanding Series A Preferred Interests in Insight Ohio. The Series A
      Preferred Interests have a liquidation preference of $140.0 million and
      pay distributions in an amount equal to the interest payments on the
      Senior Notes. All Series A Preferred Interests are owned by Coaxial and
      are pledged to Bank of Montreal Trust Company, as trustee, for the benefit
      of the holders of the Senior Notes. Coaxial will utilize cash
      distributions on the Series A Preferred Interests to make payments on the
      Senior Notes including distributions to Phoenix. The Senior Notes contain
      covenants that, among other things, restrict the ability of Coaxial,
      Phoenix, Insight Ohio and any of their Restricted Subsidiaries to: incur
      additional indebtedness; pay dividends and make distributions; issue stock
      of subsidiaries to third parties; make certain investments; repurchase
      stock; create liens; enter into transactions with affiliates; enter into
      sale and leaseback transactions; create dividend or other payment
      restrictions affecting Restricted Subsidiaries; merge or consolidate in a
      transaction involving all or substantially all of the assets of Coaxial,
      Phoenix and their Restricted Subsidiaries, taken as a whole; transfer or
      sell assets; use distributions on the Series A Preferred Interests or
      Series B Preferred Interests for any purpose other than required payments
      of interest and principal on the notes or Discount Notes, respectively;
      and swap assets. In connection with the issuance of the Senior Notes,
      Phoenix incurred financing fees of $3,559,231 that are being amortized
      over the life of the Senior Notes. Amortization expense related to the
      deferred financing costs was $159,502 for the year ended December 31,
      1998. Interest expense incurred on the Senior Notes excluding amortization
      of deferred financing costs was $3,841,211 during 1998. Phoenix is a co-
      issuer and joint and several obligor of the debt, along with an affiliate,
      Coaxial.


(b)   On November 15, 1994, Phoenix, Coaxial, Southern Ohio, Columbus I and
      Columbus II (collectively referred to as the borrowers), executed a loan
      agreement with a lead bank and several other financial institutions to
      replace an existing loan agreement. In connection with the Senior Note
      issuance discussed above, on August 21, 1998 the borrowers repaid all
      outstanding borrowings under this facility. Interest expense for this
      facility for 1998, 1997 and 1996 was $6,325,527, $9,855,120, and
      $9,495,420, respectively.

      A revolving credit commitment fee of .5% was paid on the average daily
      balance available for draw under Phoenix's prior revolving credit loan.
      The funds borrowed under the loan agreement were allocated to the
      following entities as of December 31, 1997:

            Entity                 Term Loan           Revolving Loan
            ------                 ---------           --------------
            Phoenix                    $105,925,208          $         -
            Coaxial                      16,760,937            8,000,000
            Southern Ohio                20,568,238            8,000,000
            Columbus I                    2,385,682                    -
            Columbus II                   1,359,935                    -
                             -------------------------------------------
            Total                      $147,000,000          $16,000,000
                             ===========================================


At December 31, 1997, the carrying amounts of the notes payable (loan agreement
debt) approximate fair value as the underlying instruments are at variable rates
that re-price frequently.  At December 31, 1998, the carrying value of the
Senior Notes payable approximate fair value.

                                     F - 22
<PAGE>

                              PHOENIX ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS

5. Notes Payable (continued)

At December 31, 1997, Phoenix, with the other borrowers, entered into interest-
rate swap agreements to modify the interest characteristics of its outstanding
debt from a floating rate to a fixed rate basis. These agreements involved the
payment of fixed rate amounts in exchange for floating rate interest receipts
over the life of the agreement without an exchange of the underlying principal
amount. The differential to be paid or received was accrued as interest rates
change and was recognized as an adjustment to interest expense related to the
debt. At December 31, 1997 the borrowers had entered into interest rate swap
agreements effectively fixing the interest rate to 5.87% on $40 million notional
value of debt. At December 31, 1998, no interest rate swap agreements were
outstanding.

                                     F - 23
<PAGE>


                        REPORT OF INDEPENDENT AUDITORS

The Members
Insight Communications of Central Ohio, LLC

     We have audited the accompanying balance sheet of Insight Communications of
Central Ohio, LLC as of December 31, 1998, and the related statements of
operations and changes in members' deficit and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Insight Communications of
Central Ohio, LLC at December 31, 1998, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.

                                     /s/ ERNST & YOUNG LLP

New York, New York
April 5, 1999

                                    F - 24
<PAGE>


                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
                                 BALANCE SHEET
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                             December 31,
                                                                                1998
                                                                             ------------
<S>                                                                          <C>
                                     ASSETS
Current assets:
 Cash......................................................................  $   6,709
 Subscriber receivables, less allowance for doubtful accounts of $306......      1,186
 Other accounts receivable, less allowance for doubtful accounts of $145...      1,520
 Prepaid expenses and other current assets.................................        166
                                                                             ---------
Total current assets.......................................................      9,581
Property and equipment, at cost:
 Land and Land Improvements................................................        260
 CATV systems..............................................................     71,032
 Equipment.................................................................      7,102
 Furniture.................................................................        333
 Leasehold improvements....................................................         71
                                                                             ---------
                                                                                78,798
Less--Accumulated depreciation and amortization............................    (46,898)
                                                                             ---------
Total property and equipment, net..........................................     31,900
Intangible assets, at cost:
 Franchise costs...........................................................      7,385
 Other Intangible Assets...................................................        300
 Less--Accumulated amortization............................................     (7,348)
                                                                             ---------
Total intangible assets, net...............................................        337
Due from related parties...................................................        149
                                                                             ---------
Total assets...............................................................  $  41,967
                                                                             =========

LIABILITIES, PREFERRED INTERESTS, AND MEMBERS' DEFICIT
Current liabilities:
 Current portion of capital lease obligations..............................  $     123
 Accounts payable..........................................................      3,230
 Accrued Liabilities.......................................................      4,404
 Preferred A Dividend Payable..............................................      5,211
 Preferred B Dividend Payable..............................................      1,438
                                                                             ---------
Total Current Liabilities..................................................     14,406

Capital Lease Obligations..................................................        105
Other Deferred Credits.....................................................      1,146
Due to related parties.....................................................      1,029
Preferred A Interest.......................................................    140,000
Preferred B Interest.......................................................     30,000
                                                                             ---------
Total liabilities and preferred interests..................................    186,686
Members' deficit...........................................................   (144,719)
                                                                             ---------
Total liabilities and members' deficit.....................................  $  41,967
                                                                             =========
</TABLE>
                            See accompanying notes.

                                    F - 25
<PAGE>


                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
            STATEMENT OF OPERATIONS AND CHANGES IN MEMBERS' DEFICIT
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                   Year Ended
                                                                  December 31,
                                                                      1998
                                                                  ------------
<S>                                                               <C>
Revenues.........................................................  $  47,956
Operating expenses:
 Service and administrative......................................     29,695
 Severance and transaction structure costs.......................      4,822
 Depreciation and amortization...................................      5,311
                                                                   ---------
Total operating expenses.........................................     39,828
                                                                   ---------
Operating income.................................................      8,128
Other expenses...................................................       (422)
Interest income..................................................         59
                                                                   ---------
Net income.......................................................  $   7,765
Accrual of preferred interests...................................     (6,649)
                                                                   ---------
Net income attributable to common interests......................      1,116
Net assets contributed...........................................  $  25,571
Capital contributions............................................     10,000
Preferred membership interests...................................   (170,000)
Capital distributions............................................    (11,406)
                                                                   ---------
Members' deficit, end of year....................................  $(144,719)
                                                                   =========
</TABLE>

                            See accompanying notes.

                                    F - 26
<PAGE>


                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
                            STATEMENT OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                     Year Ended
                                                                                    December 31,
                                                                                        1998
                                                                                    ------------
<S>                                                                                 <C>
Cash flows from operating activities:
 Net income.........................................................................  $  7,765
 Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation and amortization....................................................     5,311
 Changes in certain assets and liabilities:
   Subscriber receivables...........................................................      (524)
   Other accounts receivable, prepaid expenses and other current assets.............      (423)
   Accounts payable and accrued expenses............................................     2,270
                                                                                      --------
Net cash provided by operating activities...........................................  $ 14,399
                                                                                      --------
Cash flows from investing activities:
 Capital expenditures for property and equipment....................................    (7,369)
 Proceeds from disposal of property and equipment...................................        11
 Increase in other intangible assets................................................      (300)
 Increase in amounts due to/from related parties....................................       979
                                                                                      --------
Net cash used in investing activities...............................................  $ (6,679)
                                                                                      --------
Cash flows from financing activities:
 Principal payments on capital lease obligations....................................      (179)
 Capital contributions..............................................................    10,000
 Capital distributions..............................................................   (11,406)
                                                                                      --------
Net cash used in financing activities...............................................  $ (1,585)
                                                                                      --------
Net increase in cash................................................................     6,135
Cash, beginning of year.............................................................       574
                                                                                      --------
Cash, end of year...................................................................  $  6,709
                                                                                      ========
</TABLE>
                            See accompanying notes.

                                    F - 27
<PAGE>


                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
                         NOTES TO FINANCIAL STATEMENTS

                               December 31, 1998

1. Business Organization and Purpose

        Insight Communications of Central Ohio, LLC ("Insight Ohio" or the
"Company") was formed on July 23, 1998 in order to acquire all of the assets and
liabilities comprising the cable television system of Coaxial Communications of
Central Ohio, Inc. ("Coaxial"). On August 21, 1998, Coaxial contributed to
Insight Ohio all of the assets and liabilities comprising Coaxial's cable
television systems for which Coaxial received a 25% non-voting common membership
interest in Insight Ohio as well as 100% of the voting preferred membership
interests of Insight Ohio ("Series A and Series B Preferred Interests"). In
conjunction therewith, Insight Holdings of Ohio, LLC ("IHO") contributed $10
million in cash to Insight Ohio for which it received a 75% non-voting common
membership interest in Insight Ohio. The accompanying financial statements
include the operations of the cable television systems contributed by Coaxial to
Insight Ohio, as if the aforementioned contribution had occurred as of January
1, 1998 (the beginning of the year). The amounts included in the accompanying
financial statements for periods prior to August 21, 1998 represent the
operations of the cable system operating unit (the "Operating Unit" and
predecessor to Insight Ohio), which, prior to such date, was an operating unit
within Coaxial. The amounts included in the accompanying financial statements
for the Operating Unit include only those assets, liabilities, revenues, and
expenses directly related to the cable television system contributed to Insight
Ohio. Prior to the contribution of the Operating Unit to Insight Ohio,
the Company had nominal assets and no operations. Insight Ohio provides basic
and expanded cable services to homes in Columbus, Ohio and surrounding areas.

        On August 21, 1998, Coaxial and Phoenix Associates, a related entity,
issued $140 million of 10% Senior Notes ("Senior Notes") due in 2006. The Senior
Notes are non-recourse and are secured by all of the issued and outstanding
Series A Preferred Interest in Insight Ohio and are conditionally guaranteed by
Insight Ohio. On August 21, 1998, Coaxial Financing Corp. and Coaxial LLC,
related entities, issued 12 7/8% Senior Discount Notes due 2008 ("Discount
Notes"). The Discount Notes have a face amount of $55,869,000 and approximately
$30 million of gross proceeds were received upon issuance. The Discount Notes
are non-recourse, secured by 100% of the common stock of Coaxial, and
conditionally guaranteed by Insight Ohio.

        As a result of the transaction described above, Insight Ohio incurred
severance costs and transaction structure costs of approximately $4,822,000
which have been reflected in the accompanying statements of operations.

2. Summary of Significant Accounting Policies

   Cash

        Insight Ohio considers all highly liquid investments with original
maturities of three months or less when purchased to be cash equivalents.

   Use of Estimates

        The preparation of financial statements in conformity with generally
accepted accounting principles requires management 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.

   Fair Values

        In December 1991, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments", which requires disclosure of fair value
information about both on and off balance sheet financial instruments for which
it is practicable to estimate that value. The carrying amounts of current assets
and liabilities approximate their fair market value because of the immediate or
short term maturity of these financial instruments.

                                    F - 28
<PAGE>


                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 1998

2. Summary of Significant Accounting Policies--(Continued)

   Revenue Recognition

     Service fees are recorded in the month cable television and pay television
services are provided to subscribers. Connection fees are charges for the hook-
up of new customers and are recognized as current revenues to the extent of
direct selling costs incurred. Any fees in excess of such costs are deferred and
amortized to income over the estimated average period that subscribers are
expected to remain connected to the system.  Subscriber advance billings are
netted within accounts receivable in the accompanying financial statements.
Collections on subscriber advance billings at December 31, 1998 were not
significant.

   Concentration of Credit Risk

     Financial instruments that potentially subject Insight Ohio to
concentrations of credit risk consist principally of trade accounts receivable.
Insight Ohio's customer base consists of a number of homes concentrated in the
central Ohio area. Insight Ohio continually monitors the exposure for credit
losses and maintains allowances for anticipated losses. As of December 31, 1998,
Insight Ohio had no significant concentrations of credit risk.

   Property and Equipment

     Property and equipment are stated at cost, while maintenance and repairs
are expensed as incurred. Upon retirement or disposal of assets, the cost and
related accumulated depreciation and amortization are removed from the balance
sheet, and any gain or loss is reflected in earnings. Depreciation and
amortization are provided using the straight-line method over the estimated
useful lives of the related assets as follows:

        CATV systems.................................. 10 to 15 years
        Equipment.....................................     5 years
        Furniture.....................................     5 years
        Leasehold improvements........................  Life of lease

     Assets held under capital leases at December 31, 1998 were approximately
$228,000.

     Insight Ohio internally constructs certain CATV systems. Construction costs
capitalized include payroll, fringe benefits and other overhead costs associated
with construction activity.

     Insight Ohio reviews its property, plant and equipment and other long term
assets when events or changes in circumstances indicate the carrying amounts may
not be recoverable. When such conditions exist, management estimates the future
cash flows from operations or disposition. If the estimated undiscounted future
cash flows are less than the carrying amount of the asset, an adjustment to
reduce the carrying amount would be recorded, and an impairment loss would be
recognized. Insight Ohio does not believe that there is an impairment of such
assets.

   Franchise Costs

     Franchise costs are amortized using the straight-line method over the lives
of the related franchises which range from 7 to 15 years.

   Home Office Expenses

     Home office expenses of approximately $1,373,000 in 1998 (included in
selling and administrative expenses) include billings for legal fees, management
fees, salaries, travel and other management expenses for services provided by an
affiliated services company. Effective August 21, 1998, IHO provides such
services for which it earns a fee (see note 6).

                                    F - 29
<PAGE>


                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 1998

2. Summary of Significant Accounting Policies--(Continued)

   Advertising Costs

     Advertising costs are expensed as incurred. Advertising expense, primarily
for campaign and telemarketing-related efforts, was approximately $2,152,000 in
1998.

   Recent Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130"). This pronouncement establishes standards for the
reporting and display of comprehensive income and its components in financial
statements. Comprehensive income is defined as the total of net income and all
other non-owner changes in equity. The Company believes this statement does not
have a material effect on its financial statements.

     In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"). This
pronouncement establishes standards for reporting information about operating
segments in annual and interim financial statements. The Company believes this
statement does not have a material effect on the financial statements as the
Company operates in one business segment.

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivatives Instruments and Hedging Activities" ("SFAS No.
133"). SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. SFAS No. 133 is effective for all fiscal years
beginning after June 15, 1999. Insight Ohio does not anticipate the adoption of
this Statement to have a material impact on its financial statements.

3. Income Taxes

     Effective August 21, 1998, Insight Ohio is a limited liability corporation.
Therefore, each member reports his distributive share of income or loss on his
respective income tax returns. Prior to August 21, 1998, the Operating Unit was
an operating unit within Coaxial, which in turn was a Subchapter S Corporation.
Therefore, each shareholder reported his distributive share of income or loss on
his respective income tax return. As a result, Insight Ohio does not provide for
Federal or State income taxes in its accounts. In the event that the limited
liability corporation election is terminated, deferred taxes related to book and
tax temporary differences would be required to be reflected in the financial
statements. As a limited liability company, the liability of Insight Ohio's
members are limited to their respective investments.

4. 401(k) Plan

     Insight Ohio sponsors a 401(k) Plan (the "Plan") for the benefit of its
employees. All employees who have completed six months of employment and have
attained the age of 21 are eligible to participate in the Plan. Insight Ohio
makes matching contributions equal to a portion of the employee's wages. Insight
Ohio contributions to the Plan approximated $145,000 in 1998.

5. Credit Facility

     Insight Ohio has a Senior Credit Facility ("Senior Credit Facility") with a
group of banks and other financial institutions. The Senior Credit Facility
provides for revolving credit loans of $25 million to finance capital
expenditures and for working capital and general purposes, including the upgrade
of the System's cable plant and for the introduction of new video services. The
Senior Credit Facility has a six-year maturity, with reductions to the amount of
the commitment commencing after three years. The amount available for borrowing
is reduced by any outstanding letter of credit obligations. Insight Ohio's
obligations under the Senior Credit Facility are secured by substantially all
the tangible and intangible assets of Insight Ohio. Loans under the Senior
Credit Facility bear interest, at Insight Ohio's option, at the prime rate or at
a Eurodollar rate. In addition to the index rates, Insight Ohio pays an
additional margin percentage tied to its ratio of total debt to adjusted
annualized operating cash flow.

     The Senior Credit Facility contains a number of covenants that, among other
things, restricts the ability of Insight Ohio and its subsidiaries to make
capital expenditures, dispose of assets, incur additional indebtedness, incur
guaranty obligations, pay dividends or make capital distributions, including
distributions on the Preferred Interests that are required to pay the Senior
Notes and the Discount Notes in the event of a payment default under the Senior
Credit Facility, create liens on assets, make investments, make acquisitions,
engage in mergers or

                                    F - 30
<PAGE>


                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 1998

5. Credit Facility--(Continued)

     The Senior Credit Facility contains a number of covenants that, among other
things, restricts the ability of Insight Ohio and its subsidiaries to make
capital expenditures, dispose of assets, incur additional indebtedness, incur
guaranty obligations, pay dividends or make capital distributions, including
distributions on the Preferred Interests that are required to pay the Senior
Notes and the Discount Notes in the event of a payment default under the Senior
Credit Facility, create liens on assets, make investments, make acquisitions,
engage in mergers or consolidations, engage in certain transactions with
subsidiaries and affiliates and otherwise restrict certain activities. As of
December 31, 1998, no amounts were outstanding on the Senior Credit
Facility.


6. Related Party Transactions

     Effective August 21, 1998, the Company entered into a management agreement
with IHO, which allows IHO to manage the operations of Insight Ohio. IHO earns a
management fee equivalent to 3% of Insight Ohio's gross operating revenues. Fees
under this management agreement aggregated $493,000 for the period from August
21 through December 31, 1998.

     Insight Ohio has a receivable from and payable to related parties as of
December 31, 1998 of approximately $149,000 and $1,029,000, respectively,
relating to working capital requirements.

     Insight Ohio pays rent to a partnership owned by Coaxial's shareholders for
two facilities. Total charges for rent were approximately $63,000 in 1998.

7. Operating Lease Agreements

     Insight Ohio leases land for tower locations, office equipment, office
space, vehicles and the use of utility poles under various operating lease
agreements. Rental expense for all operating leases was approximately $106,000
in 1998. These amounts exclude year-to-year utility pole leases of $191,000
which provide for payments based on the number of poles used.

     Minimum rental commitments required under non-cancelable operating leases
are as follows:

                        1999.................  $38,400
                        2000.................   26,400
                        2001 and thereafter..      200
                                               -------
                                               $65,000
                                               =======

8. Capital Lease Agreements

Insight Ohio leases vehicles, computer and other equipment under capital leases.
These leases have terms ranging from four to five years. Future minimum payments
under these leases are as follows:


        For the Years Ending December 31,
        ---------------------------------

         1999.................................................  $ 139,000
         2000.................................................     81,000
         2001.................................................     30,000
         2002.................................................      3,000
                                                                ---------
                                                                  253,000
         Less: Amount representing interest...................    (25,000)
         Less: Current portion of capital lease obligations...   (123,000)
                                                                ---------
         Long-term capital lease obligations..................  $ 105,000
                                                                =========


9. Commitments and Contingencies

     Insight Ohio is party in or may be affected by various matters under
litigation. Management believes that the ultimate outcome of these matters will
not have a significant adverse effect on either Insight Ohio's future results of
operations or financial position.

                                    F - 31
<PAGE>


 Coaxial Communications of Central Ohio, Inc.:

We have audited the accompanying statements of net assets to be contributed of
Central Ohio Cable System Operating Unit as of December 31, 1997 and the related
statements of operations and cash flows relating to the net assets to be
contributed for each of the two years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements of net assets to be contributed were
prepared to present the net assets of Central Ohio Cable System Operating Unit
to be contributed to a newly formed company pursuant to the Contribution
Agreement described in Note 10, and is not intended to be a complete
presentation of Central Ohio Cable System Operating Unit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets to be contributed of Central Ohio Cable
System Operating Unit as described in Note 10, as of December 31, 1997, and the
results of its operations and cash flows for each of the two years in the
period ended December 31, 1997 in conformity with generally accepted accounting
principles.

                                          Arthur Andersen LLP

Columbus, Ohio,
July 17, 1998.

                                      F-32


<PAGE>


                    Central Ohio Cable System Operating Unit

                   Statements of Net Assets to be Contributed

                           as of December 31, 1997

<TABLE>
<CAPTION>
                                                            December 31,
                                                               1997
                                                            -----------
<S>                                                         <C>
                        ASSETS
Current assets:
  Cash.................................................    $    573,989
  Subscriber receivables, less allowance for doubtful
   accounts of $202,000 ...............................         661,183
  Other accounts receivable, less allowance for
   doubtful accounts of $172,000 ......................       1,037,145
  Prepaid expenses and other current assets............         201,429
                                                           ------------
Total current assets...................................       2,473,746
                                                           ------------
Property and equipment, at cost:
  CATV systems.........................................      64,949,357
  Equipment............................................       6,941,263
  Furniture............................................         211,232
  Leasehold improvements...............................          70,409
                                                           ------------
                                                             72,172,261
  Less--Accumulated depreciation and amortization......     (42,433,809)
                                                           ------------
Total property and equipment, net......................      29,738,452
                                                           ------------
Intangible assets, at cost:
  Franchise rights and other...........................       7,392,000
  Less--Accumulated amortization.......................      (7,323,026)
                                                           ------------
Total intangible assets, net...........................          68,974
                                                           ------------
Other assets:
  Due from related parties.............................          98,584
                                                           ------------
Total other assets.....................................          98,584
                                                           ------------
Total assets...........................................    $ 32,379,756
                                                           ============
              LIABILITIES AND NET ASSETS

Current liabilities:
  Current portion of capital lease obligations.........    $    213,103
  Accounts payable.....................................       2,804,766
  Accrued liabilities..................................       3,596,922
                                                           ------------
Total current liabilities..............................       6,614,791
                                                           ------------
Capital lease obligations..............................         194,194
                                                           ------------
Total liabilities......................................       6,808,985
Commitments and contingencies
    Net assets to be contributed.......................      25,570,771
                                                           ------------
Total liabilities and net assets.......................    $ 32,379,756
                                                           ============
</TABLE>

  The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-33

<PAGE>



<TABLE>
<CAPTION>
                                         Year Ended December 31,
                                           1996          1997
                                        -----------   -----------
<S>                                     <C>           <C>
Operating revenues:
  Service fees......................... $44,763,413   $42,544,417
  Advertising..........................   3,072,567     3,373,064
  Connection fees......................     395,673       282,374
  Other................................   2,186,172     2,029,632
                                        -----------   -----------
    Total operating revenues...........  50,417,825    48,229,487
                                        -----------   -----------
Operating expenses:
  Service and administrative...........  26,932,679    28,889,394
  Depreciation.........................   4,812,346     4,755,017
  Amortization.........................     522,216       482,675
                                        -----------   -----------
    Total operating expenses...........  32,267,241    34,127,086
                                        -----------   -----------
Operating income.......................  18,150,584    14,102,401
Other expenses.........................    (320,456)     (321,732)
Other income...........................      72,072        50,276
Interest income........................      29,449        69,990
                                        -----------   -----------
Net income from net assets to be
 contributed (Note 3).................. $17,931,649   $13,900,935
                                        ===========   ===========
</TABLE>


  The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-34
<PAGE>



                          Increase (Decrease) In Cash

<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                        1996            1997
                                                    ------------    ------------
<S>                                                 <C>             <C>
Cash flows from operating activities:
  Net income....................................... $ 17,931,649    $ 13,900,935
Adjustments to reconcile net income to net
   cash provided by operating activities:
  Depreciation and amortization....................    5,334,562       5,237,692
  Loss on disposals of property and equipment......       69,187          77,452
  Changes in certain assets and liabilities:
    (Increase) decrease in assets--
      Subscriber receivables.......................     (252,414)        182,395
      Other accounts receivable, prepaid expenses
       and other current assets....................      580,700         325,215
  Increase (decrease) in liabilities--
      Accounts payable.............................     (361,633)        421,658
      Accrued liabilities..........................   (1,317,378)       (691,513)
      Deferred income..............................       (9,613)            --
                                                    ------------    ------------
      Net cash provided by operating activities....   21,975,060      19,453,834
                                                    ------------    ------------
Cash flows from investing activities:
  Capital expenditures for property and equipment..   (5,992,164)     (5,528,669)
  Proceeds from disposal of property and equipment.       17,667          25,753
  (Increase) decrease in amounts due from related
   parties.........................................      263,559         (50,981)
                                                    ------------    ------------
      Net cash used in investing activities........   (5,710,938)     (5,553,897)
                                                    ------------    ------------
Cash flows from financing activities:
Principal payments on capital lease obligations.... $   (234,630)   $   (264,649)
Cash used for activities not included in net
 assets to be contributed..........................  (15,793,342)    (13,967,020)
                                                    ------------    ------------
        Net cash used in financing activities......  (16,027,972)    (14,231,669)
                                                    ------------    ------------
Net increase (decrease) in cash....................      236,150        (331,732)
  Cash, beginning of year..........................      669,571         905,721
                                                    ------------    ------------
  Cash, end of year................................ $    905,721    $    573,989
                                                    ============    ============
</TABLE>

Supplemental Disclosure of Investing and Financing Noncash Transactions:

  During 1996 and 1997, the Operating Unit entered into capital leases
to acquire vehicles and equipment totaling $198,985 and $56,707 respectively.



 The accompanying notes to financial statements are an integral part of these
                                  statements.


                                      F-35

<PAGE>


1. Business Organization And Purpose

  Central Ohio Cable System Operating Unit (the Operating Unit or the System),
an operating unit within Coaxial Communications of Central Ohio, Inc.
(Coaxial), operates a cable television system which provides basic and
expanded cable services to homes in Columbus, Ohio and surrounding areas. The
Operating Unit's financial statements include only those assets, liabilities,
revenues and expenses directly related to the cable television system to be
contributed (see Note 10).

  All costs pertaining to the Operating Unit are specifically identifiable and
are included in the Operating Unit's financial statements. No allocation of
costs is necessary.

2. Summary Of Significant Accounting Policies

 Cash

  The Operating Unit considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.

 Estimates

  The preparation of financial statements in conformity with generally
accepted accounting principles requires management 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.

 Fair Values

  In December 1991, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 107, "Disclosures about Fair Value of
Financial Instruments," which requires disclosure of fair value information
about both on- and off-balance sheet financial instruments for which it is
practicable to estimate that value. The carrying amounts of current assets and
liabilities approximate their fair market value because of the immediate or
short-term maturity of these financial instruments.

 Operating Revenue Recognition

  Service fees are recorded in the month cable television and pay television
services are provided to subscribers. Connection fees are charges for the
hook-up of new customers and are recognized as current revenues to the extent
of direct selling costs incurred. Any fees in excess of such costs are
deferred and amortized to income over the estimated average period that
subscribers are expected to remain connected to the system.

 Concentration of Credit Risk

  Financial instruments that potentially subject the Operating Unit to
concentrations of credit risk consist principally of trade accounts
receivable. The Operating Unit's customer base consists of a number of homes
concentrated in the central Ohio area. The Operating Unit continually monitors
the exposure for credit losses and maintains allowances for anticipated
losses. As of December 31, 1997, the Operating Unit had no significant
concentrations of credit risk.

                                      F-36

<PAGE>


2. Summary Of Significant Accounting Policies--(Continued)

   Property and Equipment

      Property and equipment are stated at cost, while maintenance and repairs
are expensed as incurred. Upon retirement or disposal of assets, the cost and
related accumulated depreciation and amortization are removed from the balance
sheet, and any gain or loss is reflected in earnings. Depreciation and
amortization are provided using the straight-line method over the estimated
useful lives of the related assets as follows:

<TABLE>
<CAPTION>
                                                                      Years
                                                                  -------------
     <S>                                                          <C>
     CATV systems................................................      10 to 15
     Equipment...................................................             5
     Furniture...................................................             5
     Leasehold improvements...................................... Life of lease
</TABLE>

      The Operating Unit internally constructs certain CATV systems.
Construction costs capitalized include payroll, fringe benefits and other
overhead costs associated with construction activity.

      The Operating Unit reviews its property, plant and equipment and other
long term assets when events or changes in circumstances indicate the carrying
amounts may not be recoverable. When such conditions exist, management estimates
the future cash flows from operations or disposition. If the estimated
undiscounted future cash flows are less than the carrying amount of the asset,
an adjustment to reduce the carrying amount would be recorded, and an impairment
loss would be recognized. The Operating Unit does not believe that there is an
impairment of such assets.

   Intangible Assets

      Intangible assets are amortized using the straight-line method over the
estimated useful lives of the related assets as follows:

<TABLE>
<CAPTION>
                                                                          Years
                                                                         -------
     <S>                                                                 <C>
     Franchise rights................................................... 7 to 15
</TABLE>

   Home Office Expenses

      Home office expenses of approximately $1,697,000 and $1,498,000 in 1996
and 1997 (included in selling and administrative expenses) include billings for
legal fees, management fees, salaries, travel and other management expenses for
services provided by an affiliated services company.

   Advertising Costs

      Advertising costs are expensed as incurred. Advertising expense primarily
for campaign and telemarketing-related efforts was approximately $1,060,000 and
$1,025,000 in 1996 and 1997, respectively.

   Change in Net Assets

      The components of the change in net assets are as follows:

<TABLE>
<CAPTION>
                                                         1996          1997
                                                     ------------  ------------
     <S>                                             <C>           <C>
     Beginning Balance.............................. $ 23,498,549  $ 25,636,856
       Net income...................................   17,931,649    13,900,935
       Advances, loans and repayments
        by Coaxial..................................  (15,793,342)  (13,967,020)
                                                     ------------  ------------
     Ending Balance................................. $ 25,636,856  $ 25,570,771
                                                     ============  ============
</TABLE>

                                      F-37

<PAGE>


2. Summary Of Significant Accounting Policies--(Continued)

      Advances, loans and repayments by Coaxial represent cash generated by the
Operating Unit that was used by Coaxial primarily for lending to related parties
and paying of notes payable. The advances, loans and repayments consist of the
following:

<TABLE>
<CAPTION>
                                                   1996           1997
                                               ------------   ------------
   <S>                                         <C>            <C>
   Advances..................................  $(11,446,090)  $(10,519,748)
   Loans.....................................     9,914,315      2,938,723
   Repayments................................   (14,261,567)    (6,385,995)
                                               ------------   ------------
                                                (15,793,342)   (13,967,020)
                                               ============   ============
</TABLE>

3. Income Taxes

      The Operating Unit is an operating unit within Coaxial, which is a
Subchapter S corporation. Therefore, each shareholder reports his distributive
share of income or loss on his respective income tax returns. As a result, the
Operating Unit does not provide for Federal or state income taxes in its
accounts.

4. Thrift Plan

      The Operating Unit participates in an employer sponsored Thrift Plan (the
Plan) for employees having at least one full year of service. Employees can
contribute up to 6% of their salary to the Plan which is matched 50% by the
Operating Unit. Employees can also contribute an additional 1% to 10% which is
not matched by the Operating Unit. Employees become fully vested in matching
contributions after 5 years. There is no partial vesting. The Operating Unit's
contributed approximately $111,000 and $133,000 to the Plan in 1996 and 1997,
respectively.

5. Workers' Compensation Reserves

      The Operating Unit is partially self-insured for workers' compensation
benefits. The amounts charged to expense for workers' compensation were
approximately $110,200 and $89,200 for 1996 and 1997, respectively, and were
based on actual and estimated claims incurred. The liability for workers'
compensation obligations, as of December 31, 1996 and 1997, is approximately
$131,000 and $78,000, respectively.

6. Related Party Transactions

      The Operating Unit has a receivable from a related party as of December
31, 1997 and 1996 of $98,584 and $47,603, respectively, relating to the leasing
of fiber optic facilities.

      The Operating Unit pays rent to a partnership owned by Coaxial's
shareholders for two facilities. Total charges for rent were approximately
$72,000 in 1996 and $99,500 in 1997.

7. Operating Lease Agreements

      The Operating Unit leases land for tower locations, office equipment,
office space, vehicles and the use of utility poles under various operating
lease agreements. Rental expense for all operating leases was approximately
$160,500 in 1996 and $218,500 in 1997. These amounts exclude year-to-year
utility pole leases of $186,400 and $182,700, respectively, which provide for
payments based on the number of poles used.

      Minimum rental commitments required under noncancellable operating leases
are as follows:

<TABLE>
     <S>                                                                <C>
     1998.............................................................. $157,214
     1999..............................................................  146,389
     2000..............................................................   89,421
     2001..............................................................      200
                                                                        --------
                                                                        $393,224
                                                                        ========
</TABLE>

                                      F-38
<PAGE>


8. Capital Lease Agreements

      The Operating Unit leases vehicles, computer equipment and Xerox equipment
under capital leases. These leases have various terms of 4-5 years. Future
minimum payments under the leases are as follows:

<TABLE>
<CAPTION>
     For the Years Ending December 31,
     ---------------------------------
     <S>                                                              <C>
     1998............................................................ $ 244,516
     1999............................................................   124,019
     2000............................................................    66,283
     2001............................................................    24,370
     2002............................................................     3,005
                                                                      ---------
                                                                        462,193
     Less: Amount representing interest..............................    54,896
     Less: Current portion of capital lease obligations..............   213,103
                                                                      ---------
     Long-term capital lease obligations............................. $ 194,194
                                                                      =========
</TABLE>


      As of December 31, 1997, the Operating Unit has assets held under capital
leases as follows:

<TABLE>
     <S>                                                            <C>
     Total costs................................................... $ 1,151,354
     Related accumulated amortization..............................    (628,973)
                                                                    -----------
     Net book value as of December 31, 1997........................ $   522,381
                                                                    ===========
</TABLE>

9. Commitments and Contingencies

      The Operating Unit is party in or may be affected by various matters under
litigation. Management believes that the ultimate outcome of these matters will
not have a significant adverse effect on either the Operating Unit's future
results of operations or financial position.

      Capital expenditures for the Operating Unit for 1998 are expected to be
approximately $5,515,000.

10. Subsequent Event

      On June 30, 1998, Coaxial and Insight Communications Company, L.P.
(Insight) entered into a Contribution Agreement (the Contribution Agreement)
pursuant to which Coaxial will contribute to a newly formed subsidiary (a
limited liability company) of Coaxial (the Operating Company) substantially all
of the assets and liabilities comprising the Operating Unit, and Insight will
contribute $10 million in cash to the Operating Company. As a result of this
Contribution Agreement, Coaxial will own 25% of the non-voting common equity and
Insight will own 75% of the non-voting common equity of the Operating Company,
subject to possible adjustments pursuant to the Contribution Agreement. Coaxial
will also own two separate series of voting preferred equity (a $140 preferred
equity interest and a $30 million preferred equity interest) of the Operating
Company; the voting preferred equity interest will provide for distributions to
Coaxial equal in amount to the payments on the senior and senior discount notes
described below. Insight or an affiliate will serve as the manager of the
Operating Company.

      The closing of the Contribution Agreement is conditioned upon, among other
things, the private placement of $140 million senior notes by Coaxial and
Phoenix Associates (a related entity) and the private placement of $30 million
of senior discount notes by the majority shareholder of Coaxial.

                                     F-39
<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                              Coaxial Communications of Central Ohio, Inc.


Date: May 27, 1999                    By: /s/ Michael S. Willner
                                          ------------------------------------
                                          Michael S. Willner, President

<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                              Phoenix Associates
                              By: Phoenix DJM LLC, a general partner


Date: May 27, 1999                     By:  /s/ Dennis J. McGillicuddy
                                            -----------------------------------
                                            Dennis J. McGillicuddy, Sole Member

<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                              Insight Communications of Central Ohio LLC


Date: May 27, 1999                      By: /s/ Michael S. Willner
                                            ---------------------------------
                                            Michael S. Willner, President