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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended June 30, 2003

|Commission file numbers |  | 333-33540  
|----------------------- |  | -----------
|                        |  | 333-33540-1

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INSIGHT MIDWEST, L.P.
INSIGHT CAPITAL, INC. (Exact name of registrants as specified in their charters)

|Delaware                                                       |  | 13-4079232                          
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-4079679                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|810 7th Avenue                                                 |  |                                     
|New York, New York                                             |  | 10019                               
|(Address of principal executive offices)                       |  | (Zip code)                          

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

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Indicate by check mark whether the registrants (1) have 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 registrants were required to file such reports) and (2) have been subject to such filing
requirements for the past 90 days.

|Yes x | No o
|----- | ----

Indicate by check mark whether the registrants are accelerated filers (as defined in Exchange Act Rule 12b-2).

|Yes o | No x
|----- | ----

Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.

|Insight Midwest, L.P. | - Not Applicable
|--------------------- | ----------------
|Insight Capital, Inc. | - Not Applicable

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PART I.     FINANCIAL INFORMATION

Item
1.     Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and,
therefore, do not include all information and footnotes required by accounting principles generally accepted in the United States.  However, in our opinion, all adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the results of operations for the relevant periods have been made.  Results for the interim periods are not necessarily indicative of the results to be expected for the year.  These financial statements should be read in
conjunction with the summary of significant accounting policies and the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2002.

1



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INSIGHT MIDWEST, LP CONSOLIDATED BALANCE SHEETS(in thousands)

|                                                                                                                                 |  | June 30, 2003 |           | December 31, 2002 |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | ----------------- | -
|                                                                                                                                 |  |               |           |                   |  
|                                                                                                                                 |  | unaudited     |           |                   |  
|Assets                                                                                                                           |  |               |           |                   |  
|Cash and cash equivalents                                                                                                        |  | $             | 39,190    |                   | $
|Trade accounts receivable, net of allowance for doubtful accounts of $1,276 and $1,296 as of June 30, 2003 and December 31, 2002 |  |               | 28,857    |                   |  
|Launch funds receivable                                                                                                          |  |               | 1,315     |                   |  
|Prepaid expenses and other assets                                                                                                |  |               | 15,374    |                   |  
|                                                                                                                                 |  |               |           |                   |  
|Total current assets                                                                                                             |  |               | 84,736    |                   |  
|Fixed assets, net                                                                                                                |  |               | 1,198,236 |                   |  
|Goodwill                                                                                                                         |  |               | 14,684    |                   |  
|Franchise costs                                                                                                                  |  |               | 2,357,431 |                   |  
|Deferred financing costs, net of accumulated amortization of $8,753 and $6,895 as of June 30, 2003 and December 31, 2002         |  |               | 24,543    |                   |  
|                                                                                                                                 |  |               |           |                   |  
|Total assets                                                                                                                     |  | $             | 3,679,630 |                   | $
|                                                                                                                                 |  |               |           |                   |  
|Liabilities and partners capital                                                                                                |  |               |           |                   |  
|Accounts payable                                                                                                                 |  | $             | 13,436    |                   | $
|Accrued expenses and other liabilities                                                                                           |  |               | 20,540    |                   |  
|Accrued property taxes                                                                                                           |  |               | 21,681    |                   |  
|Accrued programming costs                                                                                                        |  |               | 64,243    |                   |  
|Deferred revenue                                                                                                                 |  |               | 6,369     |                   |  
|Interest payable                                                                                                                 |  |               | 23,877    |                   |  
|Debt  current portion                                                                                                           |  |               | 45,834    |                   |  
|Preferred interest distribution payable                                                                                          |  |               | 5,250     |                   |  
|Due to affiliates                                                                                                                |  |               | 32,325    |                   |  
|                                                                                                                                 |  |               |           |                   |  
|Total current liabilities                                                                                                        |  |               | 233,555   |                   |  
|Deferred revenue                                                                                                                 |  |               | 5,522     |                   |  
|Debt                                                                                                                             |  |               | 2,433,249 |                   |  
|Other non-current liabilities                                                                                                    |  |               | 42,407    |                   |  
|Commitments and contingencies                                                                                                    |  |               |           |                   |  
|Preferred interests                                                                                                              |  |               | 195,173   |                   |  
|Partners capital:                                                                                                               |  |               |           |                   |  
|Partners accumulated capital                                                                                                    |  |               | 777,198   |                   |  
|Accumulated other comprehensive loss                                                                                             |  |               | (7,474    | )                 |  
|                                                                                                                                 |  |               |           |                   |  
|Total partners capital                                                                                                          |  |               | 769,724   |                   |  
|                                                                                                                                 |  |               |           |                   |  
|Total liabilities and partners capital                                                                                          |  | $             | 3,679,630 |                   | $
|                                                                                                                                 |  |               |           |                   |  

See accompanying notes

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INSIGHT MIDWEST, LP CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)(in thousands)

|                                        |  | Three months ended June 30, |         | Six months ended June 30, |  
|--------------------------------------- |  | --------------------------- | ------- | ------------------------- | -
|                                        |  |                             |         |                           |  
|                                        |  | 2003                        |         | 2002                      |  
|                                        |  |                             |         |                           |  
|Revenue                                 |  | $                           | 222,376 |                           | $
|Operating costs and expenses:           |  |                             |         |                           |  
|Programming and other operating costs   |  |                             | 81,349  |                           |  
|Selling, general and administrative     |  |                             | 41,820  |                           |  
|Management fees                         |  |                             | 6,494   |                           |  
|High-speed data charges                 |  |                             |        |                           |  
|Depreciation and amortization           |  |                             | 58,619  |                           |  
|                                        |  |                             |         |                           |  
|Total operating costs and expenses      |  |                             | 188,282 |                           |  
|                                        |  |                             |         |                           |  
|Operating income                        |  |                             | 34,094  |                           |  
|Other income (expense):                 |  |                             |         |                           |  
|Gain on cable system exchange           |  |                             |        |                           |  
|Interest expense                        |  |                             | (45,367 | )                         |  
|Interest income                         |  |                             | 64      |                           |  
|Other                                   |  |                             | 1,881   |                           |  
|                                        |  |                             |         |                           |  
|Total other expense, net                |  |                             | (43,422 | )                         |  
|                                        |  |                             |         |                           |  
|Net income (loss)                       |  |                             | (9,328  | )                         |  
|Accrual of preferred interests          |  |                             | (5,203  | )                         |  
|                                        |  |                             |         |                           |  
|Net loss applicable to common interests |  | $                           | (14,531 | )                         | $
|                                        |  |                             |         |                           |  

See accompanying notes

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INSIGHT MIDWEST, LP CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)(in thousands)

|                                                                                         |  | Six months ended June 30, |         
|---------------------------------------------------------------------------------------- |  | ------------------------- | --------
|                                                                                         |  |                           |         
|                                                                                         |  | 2003                      |         
|                                                                                         |  |                           |         
|Operating activities:                                                                    |  |                           |         
|Net income (loss)                                                                        |  | $                         | 6,325   
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                           |         
|Depreciation and amortization                                                            |  |                           | 112,187 
|Provision for losses on trade accounts receivable                                        |  |                           | 5,106   
|Amortization of note discount                                                            |  |                           | 987     
|Gain on cable systems exchange                                                           |  |                           | (26,992 
|Changes in operating assets and liabilities, net of the effect of acquisitions:          |  |                           |         
|Trade accounts receivable                                                                |  |                           | (7,821  
|Launch fund receivable                                                                   |  |                           | 3,882   
|Prepaid expenses and other assets                                                        |  |                           | (861    
|Accounts payable                                                                         |  |                           | (33,311 
|Accrued expenses and other liabilities                                                   |  |                           | 41,956  
|                                                                                         |  |                           |         
|Net cash provided by operating activities                                                |  |                           | 101,458 
|                                                                                         |  |                           |         
|Investing activities:                                                                    |  |                           |         
|Purchase of fixed assets                                                                 |  |                           | (82,442 
|Purchase of intangible assets                                                            |  |                           | (788    
|Purchase of cable television systems, net                                                |  |                           | (26,475 
|                                                                                         |  |                           |         
|Net cash used in investing activities                                                    |  |                           | (109,705
|                                                                                         |  |                           |         
|Financing activities:                                                                    |  |                           |         
|Distributions of preferred interests                                                     |  |                           | (7,000  
|Proceeds from borrowings under credit facility                                           |  |                           | 47,000  
|Repayment of credit facilities                                                           |  |                           | (2,500  
|Borrowings from parent under inter-company loan                                          |  |                           |        
|Principal payment on capital lease and other non-current liabilities                     |  |                           |        
|Debt issuance costs                                                                      |  |                           |        
|                                                                                         |  |                           |         
|Net cash provided by financing activities                                                |  |                           | 37,500  
|                                                                                         |  |                           |         
|Net increase (decrease) in cash and cash equivalents                                     |  |                           | 29,253  
|Cash and cash equivalents, beginning of period                                           |  |                           | 9,937   
|                                                                                         |  |                           |         
|Cash and cash equivalents, end of period                                                 |  | $                         | 39,190  
|                                                                                         |  |                           |         

See accompanying note

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INSIGHT MIDWEST, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of
Presentation

We were formed in September 1999 to serve as the holding company and a financing vehicle for Insight Communications Company, Inc.s (Insight Inc.) cable
television system joint venture with AT&T Broadband, LLC (now known as Comcast Cable Holdings, LLC (Comcast Cable)).  We are owned 50% by Insight Communications Company, L.P. (Insight LP), which is wholly owned by
Insight Inc., and 50% by Comcast Cable.  Insight LP serves as our general partner and manages and operates our systems.

Through our wholly owned subsidiaries Insight Communications of
Central Ohio, LLC (Insight Ohio) and Insight Midwest Holdings, LLC (Insight Midwest Holdings), which wholly owns Insight Communications Midwest, LLC (Insight Communications Midwest) and Insight Communications of
Kentucky, L.P. (Insight Kentucky), we own and operate cable television systems in Indiana, Kentucky, Ohio, and Illinois which passed approximately 2.3 million homes and served approximately 1.3 million customers as of June 30,
2003.  In addition, we also owned and operated a cable television system in Griffin, Georgia through February 28, 2003.

The accompanying consolidated financial statements include the accounts
of Insight Ohio and Insight Midwest Holdings.

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

2. Responsibility for Interim Financial Statements

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

In our opinion, the consolidated financial statements reflect all adjustments considered
necessary for a fair statement of the consolidated results of operations and financial position for the interim periods presented.  All such adjustments are of a normal recurring nature.  These unaudited interim consolidated financial
statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2002.

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INSIGHT MIDWEST, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Responsibility for Interim
Financial Statements (continued)

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates. The results of operations for the three and six months ended June 30, 2003 are not necessarily indicative of the results to be expected for the year ending December 31, 2003 or any other interim
period.

3. Recent Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations.  SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. We adopted SFAS No. 143 on January 1, 2003, in
accordance with the new statement. The adoption of SFAS No. 143 had no impact on our financial condition or results of operations.

In June 2002, the FASB issued SFAS No. 146, Accounting for
Disposal Obligations, which became effective for us beginning January 1, 2003.  SFAS No. 146 supersedes EITF Issue No. 94-3 Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring).  SFAS No. 146 addresses the accounting for and disclosure of costs to terminate an existing contractual obligation (including but not limited to operating leases), incremental direct
and other costs associated with the related disposal activity and termination benefits (severance pay) provided to employees pursuant to a one-time benefit arrangement that does not constitute a preexisting or newly-created ongoing benefit
plan.  The adoption of SFAS No. 146 had no impact on our consolidated financial position or results of operations.

In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46), which requires variable interest entities (commonly referred to as SPEs) to be consolidated by the primary beneficiary of the entity if certain criteria are met.  FIN
46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003.  For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 become effective during the
third quarter of 2003. For variable interest entities acquired prior to February 1, 2003, any difference between the net amount added to the balance sheet and the amount of any previously recognized interest in the variable interest entity will be
recognized as a cumulative effect of an accounting change.  We are currently evaluating the provisions of FIN 46 but do not believe the adoption of FIN 46 will have a significant impact on our consolidated financial position or results of
operations.

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INSIGHT MIDWEST, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Long-Lived
Assets

Fixed assets consisted of:

|                                               |  | June 30, 2003  |           | December 31, 2002 |  
|---------------------------------------------- |  | -------------- | --------- | ----------------- | -
|                                               |  |                |           |                   |  
|                                               |  | (in thousands) |          
|Land, buildings and improvements               |  | $              | 32,606    |                   | $
|Cable system equipment                         |  |                | 1,918,135 |                   |  
|Furniture, fixtures and office equipment       |  |                | 15,235    |                   |  
|                                               |  |                |           |                   |  
|                                               |  |                | 1,965,976 |                   |  
|Less accumulated depreciation and amortization |  |                | (767,740  | )                 |  
|                                               |  |                |           |                   |  
|Total fixed assets, net                        |  | $              | 1,198,236 |                   | $
|                                               |  |                |           |                   |  

We recorded amortization expense of $947,000 and $1.9 million for the three and six months ended June 30,
2003 and $1.3 million and $2.6 million for the three and six months ended June 30, 2002.  We estimate aggregate amortization expense, primarily related to deferred financing costs, to be approximately $3.8 million for each of the five
succeeding fiscal years.

5. Debt

Debt consisted of:

|                                         |  | June 30, 2003  |           | December 31, 2002 |  
|---------------------------------------- |  | -------------- | --------- | ----------------- | -
|                                         |  |                |           |                   |  
|                                         |  | (in thousands) |          
|Insight Ohio Credit Facility             |  | $              | 22,500    |                   | $
|Note payable to Insight Inc.             |  |                | 100,000   |                   |  
|Insight Midwest Holdings Credit Facility |  |                | 1,485,000 |                   |  
|Insight Midwest 93⁄4% Senior Notes         |  |                | 385,000   |                   |  
|Insight Midwest 101⁄2% Senior Notes        |  |                | 500,000   |                   |  
|                                         |  |                |           |                   |  
|                                         |  |                | 2,492,500 |                   |  
|Less unamortized discount on notes       |  |                | (13,417   | )                 |  
|                                         |  |                |           |                   |  
|Total debt                               |  | $              | 2,479,083 |                   | $
|                                         |  |                |           |                   |  

Insight Midwest Holdings Credit Facility

Insight Midwest Holdings is party to a $1.75 billion credit facility.  On March 28, 2002, we borrowed $100.0 million from Insight Inc., $97.0 million of which was contributed to Insight Midwest Holdings in April 2002 for
use in paying down the credit facility balance and in funding financing costs associated with the amendments, and $3.0 million of which was contributed to Insight Ohio as of March 28, 2002.  Insight Midwest Holdings is permitted to make
distributions to us for the purpose of repaying this loan

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INSIGHT MIDWEST, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Debt
(continued)

provided that there are no defaults existing under the credit facility.  This loan bears annual interest of 9%, compounded semi-annually, has a scheduled maturity date of
January 31, 2011 and permits prepayments.

Debt Principal Payments

As of June 30, 2003, principal payments required on our debt
were as follows (in thousands):



|2003       |  | $ | 2,500     | 
|---------- |  | - | --------- | 
|2004       |  |   | 80,000    | 
|2005       |  |   | 81,250    | 
|2006       |  |   | 81,250    | 
|2007       |  |   | 81,250    | 
|Thereafter |  |   | 2,166,250 | 
|           |  |   |           | 
|Total      |  | $ | 2,492,500 | 
|           |  |   |           | 

Interest Rate Swap and Collar Agreements

We enter into interest-rate swap and collar agreements to modify the interest characteristics of our outstanding debt to either a floating or fixed rate basis.  These agreements involve fixed and floating rate interest
payments in exchange for floating and fixed rate interest receipts over the life of the agreement without an exchange of the underlying principal amount.  The differential to be paid or received is accrued as interest rates change and is
recognized as an adjustment to interest expense related to the debt.  The related amount payable or receivable is included in other liabilities or assets.

Floating Rate to Fixed Rate
Swaps

As of June 30, 2003 and December 31, 2002, we had entered into various interest rate swap and collar agreements effectively fixing interest rates between 5.0% and 5.9% on $435.0 million
notional value of debt.  Of the agreements outstanding as of June 30, 2003, $285.0 million expire in July 2003 and $150.0 million expire in August 2004.  We recorded $2.6 million and $2.7 million of accrued interest related to these
agreements as of June 30, 2003 and December 31, 2002.

Fixed Rate to Floating Rate Swaps

In February 2003, we entered into two interest
rate swap agreements whereby we swapped fixed rates under our 101⁄2% senior notes due in December 2010 for variable rates equal to six-month LIBOR, plus the applicable margin of approximately 7.7%, on $185.0 million notional value of debt. 
Six-month LIBOR ranged between 1.26% and 1.34% for February and March 2003.  In May 2003, we settled these swaps and received proceeds of $1.8 million and recorded a gain in this amount, which is included in other income.

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INSIGHT MIDWEST, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Debt
(continued)

In July 2003, we entered into three new interest rate swap agreements whereby we swapped fixed rates under our 101⁄2% senior notes due in December 2010 for variable rates equal
to six-month LIBOR, plus the applicable margin of approximately 8.4%, on $185.0 million notional value of debt.

6. Comprehensive Income (Loss)

Comprehensive income (loss) totaled ($5.7) million and $16.7 million for the three and six months ended June 30, 2003 and ($4.4) million and ($13.3) million for the three and six months ended June 30, 2002.  We record the
effective portion of certain derivatives gains or losses as accumulated other comprehensive income or loss in the accompanying consolidated balance sheets.

7. Related Party
Transactions

Managed Systems

On February 28, 2003, we exchanged with Comcast of Montana/Indiana/Kentucky/Ohio the system we
then owned in Griffin, Georgia, serving approximately 11,800 customers, plus $25.0 million, for the managed systems located in New Albany, Indiana and Shelbyville, Kentucky, together serving approximately 23,400 customers.  Additionally,
pursuant to the agreement, we paid approximately $1.5 million as a closing adjustment to Comcast of Montana/Indiana/Kentucky/Ohio to complete the rebuild and upgrade of the Griffin, Georgia system.

This system exchange was accounted for on that date as a sale of the Griffin, Georgia system and a purchase of the New Albany, Indiana and Shelbyville, Kentucky systems.  In connection with this system exchange, we
recorded a gain of approximately $27.0 million equal to the difference between the fair value and carrying value of the Griffin, Georgia system as of the closing date.  Of the $64.5 million purchase price of the New Albany, Indiana and
Shelbyville, Kentucky systems $31.9 million was preliminarily allocated to such cable television systems assets acquired in relation to their fair values and $32.6 million was preliminarily allocated to franchise costs.

Programming

We purchase the majority of our programming through affiliates of Comcast Cable.  Charges for such programming, including a
11⁄2% administrative fee, were $35.3 million and $70.8 million for the three and six months ended June 30, 2003 and $33.2 million and $64.2 million for the three and six months ended June 30, 2002.  As of June 30, 2003 and December 31, 2002,
$48.9 million and $22.6 million of accrued programming costs were due to affiliates of Comcast Cable.  We believe that the programming rates charged through these affiliates are lower than those available from independent parties.

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INSIGHT MIDWEST, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Telephone
Agreements

In July 2000, to facilitate delivery of telephone services we entered into a ten-year agreement with AT&T Broadband (now known as Comcast Cable) that allows us to deliver
local telephone service.  Under the terms of the agreement, we lease certain capacity on our network to Comcast Cable.  Revenue earned from leased network capacity used in the provision of telephone services was $1.4 million and $2.6
million for the three and six months ended June 30, 2003 and $339,000 and $581,000 for the three and six months ended June 30, 2002.

In addition, we provide certain services and support for
which we receive additional payments related to installations, marketing and billing support.  Fee revenue earned in connection with installations is deferred and amortized over the expected term a telephone customer maintains their telephone
service, currently estimated to be three years.  Marketing and billing support revenue is recognized in the period such services are performed.

Advertising
Services

In October 1999, to facilitate the administration of our advertising services in our Kentucky Systems, we entered into an agreement expiring on January 1, 2004 with an affiliate
of AT&T Broadband (now known as Comcast Cable), which provides for this affiliate to perform all of our Kentucky advertising sales and related administrative services.  We, through our Kentucky Systems, earned advertising revenues through
this affiliate of $5.2 million and $9.1 million for the three and six months ended June 30, 2003 and $3.8 million and $7.1 for the three and six months ended June 30, 2002.  As of June 30, 2003 and December 31, 2002, we had $10.4 million and
$8.5 million as a receivable due from this affiliate included in other current assets.  We pay this affiliate a fixed and variable fee for providing this service based on advertising sales cash flow growth.  As of June 30, 2003 and
December 31, 2002, we had $576,000 and $308,000 recorded as payables to this affiliate related to such services.

8. At Home Corporation

High-speed data service charges were incurred through February 28, 2002 as a result of payments made to At Home Corporation (@Home), the former provider of high-speed data services for all of our systems, except
for those located in Ohio.  On September 28, 2001, @Home filed for protection under Chapter 11 of the Bankruptcy Code.  For the purpose of continuing service to existing customers and to resume the provisioning of service to new customers,
we entered into an interim service arrangement that required that we pay $10.0 million to @Home to extend service for three months through February 28, 2002.  As a result of this arrangement we incurred approximately $4.1 million in excess of
our original agreed-to cost for such services rendered from January 1, 2002 through February 28, 2002 which are presented as high-speed data charges on our statement of operations.

10



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INSIGHT MIDWEST, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Commitments and
Contingencies

Programming Contracts

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

Litigation

In November 2000, we filed a state court action against the City of Louisville for its grant, in September 2000, of a more favorable franchise to Knology, Inc. Upon commencement of this action, the City, pursuant to a
provision in its franchise agreement with Knology, automatically suspended Knologys franchise pending a court determination. Knology filed a federal court action against us seeking monetary damages and other relief for alleged violations of
federal laws arising out of our having filed, pursuant to the provisions of our own franchise agreement with the City, the state court action. In March 2001, the federal court preliminarily set aside the suspension of Knologys franchise. In
May 2003, the federal court granted us summary judgment and dismissed six of Knologys 11 claims. The court granted summary judgment to Knology on three claims, two of which resulted in permanently enjoining enforcement of the automatic
suspension provision of Knologys franchise agreement and do not involve damages. The third such claim is for violation of Knologys first amendment rights, which will proceed to trial solely on the issue of damages, and would result in an
award of legal fees and court costs specific to such claim if upheld. The remaining undecided claims relate to allegations of anticompetitive conduct and are to proceed to trial on the merits. We have petitioned the court for reconsideration on the
undismissed claims or, in the alternative, to allow for immediate appeal.  This petition is currently pending a hearing and determination by the court.  The federal court has stayed trial pending final resolution of the state court action.
We continue to believe that we have substantial and meritorious defenses to the remaining asserted federal claims and intend to defend them vigorously. Consequently, we have not recorded any loss reserves in the accompanying financial
statements.

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

10. Subsequent Event

On July 22, 2003, Insight Inc. issued a press release announcing plans to refinance all of the obligations of Insight Ohio.  As of June 30, 2003, these obligations were comprised of the Insight Ohio credit facility ($22.5
million principal amount), and the 10% senior notes due 2006 ($140.0 million principal amount) and 127/8% senior discount notes due 2008 ($55.9 million principal amount at
maturity) conditionally guaranteed by Insight Ohio and for which Insight Ohio is obligated to make distributions in respect of the Series A and Series B preferred interests held by Coaxial Communications of Central

11



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INSIGHT MIDWEST, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Subsequent
Event

Ohio, Inc. (Coaxial).  The transactions will be accomplished through a refinancing of our $900 million term loan under the Insight Midwest Holdings credit facility into
a new $1.125 billion term loan, increasing the total credit facility size to $1.975 billion from $1.750 billion.  We estimate that we will record a loss on the extinguishment of the obligations of Insight Ohio of $8.3 million as a result of
call premiums.

In connection with the refinancing transactions, Insight Inc. anticipates that it will have the opportunity, using approximately $30.0 million of its existing cash on hand, to
purchase the equity of Coaxial and satisfy its related put obligation to the Coaxial equity holders.  As a consequence of the Coaxial purchase, Insight Inc. will beneficially own 800,000 shares of its outstanding common stock, which it expect
to retire.  The proposed transactions are subject to the completion of definitive documents and customary closing conditions. Closing is expected to occur during the third quarter of 2003.

12



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INSIGHT CAPITAL, INC. BALANCE SHEETS(in thousands)

|                                                                                                                                       |  | June 30, 2003 |          | December 31, 2002 |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | ----------------- | -
|                                                                                                                                       |  |               |          |                   |  
|                                                                                                                                       |  | unaudited     |          |                   |  
|Assets                                                                                                                                 |  |               |          |                   |  
|Cash                                                                                                                                   |  | $             | 1        |                   | $
|Deferred financing costs, net of accumulated amortization of $5,327 and $4,215 as of June 30, 2003 and December 31, 2002,
respectively |  |               | 14,807   |                   |  
|                                                                                                                                       |  |               |          |                   |  
|Total assets                                                                                                                           |  | $             | 14,808   |                   | $
|                                                                                                                                       |  |               |          |                   |  
|Liabilities and shareholders deficit                                                                                                  |  |               |          |                   |  
|Accrued interest                                                                                                                       |  | $             | 18,134   |                   | $
|                                                                                                                                       |  |               |          |                   |  
|Total current liabilities                                                                                                              |  |               | 18,134   |                   |  
|Senior notes, to be paid by Insight Midwest, LP                                                                                        |  |               | 871,584  |                   |  
|                                                                                                                                       |  |               |          |                   |  
|Total liabilities                                                                                                                      |  |               | 889,718  |                   |  
|Shareholders deficit:                                                                                                                 |  |               |          |                   |  
|Common stock; $.01 par value; 1,000 shares authorized, issued and outstanding                                                          |  |               |         |                   |  
|Paid-in-capital                                                                                                                        |  |               | 1        |                   |  
|In-substance allocation of proceeds related to senior notes to be paid by Insight Midwest                                              |  |               | (643,839 | )                 |  
|Accumulated deficit                                                                                                                    |  |               | (231,072 | )                 |  
|                                                                                                                                       |  |               |          |                   |  
|Total shareholders deficit                                                                                                            |  |               | (874,910 | )                 |  
|                                                                                                                                       |  |               |          |                   |  
|Total liabilities and shareholders deficit                                                                                            |  | $             | 14,808   |                   | $
|                                                                                                                                       |  |               |          |                   |  

See accompanying notes

13



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INSIGHT CAPITAL, INC. STATEMENT OF OPERATIONS(unaudited)(in thousands)

|                 |  | Three months ended June 30, |         | Six months ended June 30, |  
|---------------- |  | --------------------------- | ------- | ------------------------- | -
|                 |  |                             |         |                           |  
|                 |  | 2003                        |         | 2002                      |  
|                 |  |                             |         |                           |  
|Expenses:        |  |                             |         |                           |  
|Amortization     |  | $                           | (556    | )                         | $
|Interest expense |  |                             | (23,004 | )                         |  
|                 |  |                             |         |                           |  
|Net loss         |  | $                           | (23,560 | )                         | $
|                 |  |                             |         |                           |  

See accompanying notes

14



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INSIGHT CAPITAL, INC. STATEMENT OF CASH FLOWS(unaudited)(in thousands)

|                                                                                |  | Six months ended June 30, |        
|------------------------------------------------------------------------------- |  | ------------------------- | -------
|                                                                                |  |                           |        
|                                                                                |  | 2003                      |        
|                                                                                |  |                           |        
|Cash flows from operating activities:                                           |  |                           |        
|Net loss                                                                        |  | $                         | (47,120
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                           |        
|Amortization                                                                    |  |                           | 1,112  
|Accretion of discount on notes                                                  |  |                           | 988    
|Interest expense assumed by affiliate                                           |  |                           | 45,020 
|                                                                                |  |                           |        
|Net cash provided by operating activities                                       |  |                           |       
|                                                                                |  |                           |        
|Net increase in cash                                                            |  |                           |       
|Cash, beginning of period                                                       |  |                           | 1      
|                                                                                |  |                           |        
|Cash, end of period                                                             |  | $                         | 1      
|                                                                                |  |                           |        

See accompanying notes

15



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INSIGHT CAPITAL, INC. NOTES TO FINANCIAL STATEMENTS

1. Nature of Business

Insight Capital, Inc. (the Company), a Delaware corporation, was formed on September 23, 1999, for the sole purpose of being a co-issuer with Insight Midwest, L.P. (Insight Midwest) of
senior notes which allows certain investors the ability to be holders of the debt.  The Company has no operations.  The outstanding shares of the Company are owned by Insight Midwest.

2. Responsibility for Interim Financial Statements

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

In managements opinion, the financial statements reflect all adjustments
considered necessary for a fair statement of the financial position as of the interim dates presented.  These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes to financial
statements contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2002.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Company 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.  Actual results could differ from those estimates.

16



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

Forward-Looking Statements

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

| |  | discuss our future expectations;                                                         
| | - | -----------------------------------------------------------------------------------------
| |   |                                                                                          
| |  | contain projections of our future results of operations or of our financial condition; or
| |   |                                                                                          
| |  | state other forward-looking information.                                               

We believe it is important to communicate our expectations to
our investors. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2002, as well as any
cautionary language in this quarterly report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Examples of these risks
include our history and expectation of future net losses, our substantial debt, changes in laws and regulations, increasing programming costs and competition. You should be aware that the occurrence of the events described in these risk factors and
elsewhere in this quarterly report could have a material adverse effect on our business, operating results and financial condition.

Results of Operations

Revenues are earned from customer fees for cable television programming services including premium, digital and pay-per-view services and ancillary services, such as rental of converters and remote control devices,
installations and from selling advertising.  In addition, we earn revenues from providing high-speed data and from facilitating the delivery of telephone services as well as from commissions for products sold through home shopping
networks.

Although we reported net income during the six months ended June 30, 2003, primarily due to the gain recorded on the swap of our Griffin, GA system for the managed systems located in
Shelbyville, KY and New Albany, IN, we have historically recorded net losses through December 31, 2002.  Some of the principle reasons for these net losses include depreciation and amortization associated with our acquisitions and capital
expenditures related to construction and upgrading of our systems, and interest costs on borrowed money.  Beginning January 1, 2002, we no longer record amortization expense associated with goodwill and franchise costs; however, we expect to
continue to report net losses for the foreseeable future.  We cannot predict what impact, if any, continued losses will have on our ability to finance our operations in the future.

17



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

|                                                    |  | Three Months Ended June 30, |         | Six Months Ended June 30, |  
|--------------------------------------------------- |  | --------------------------- | ------- | ------------------------- | -
|                                                    |  |                             |         |                           |  
|                                                    |  | 2003                        |         | 2002                      |  
|                                                    |  |                             |         |                           |  
|                                                    |  | (in thousands)              |        
|Revenue                                             |  | $                           | 222,376 |                           | $
|Operating costs and expenses:                       |  |                             |         |                           |  
|Programming and other operating costs               |  |                             | 81,349  |                           |  
|Selling, general and administrative                 |  |                             | 41,820  |                           |  
|Management fees                                     |  |                             | 6,494   |                           |  
|High-speed data charges                             |  |                             |        |                           |  
|Depreciation and amortization                       |  |                             | 58,619  |                           |  
|                                                    |  |                             |         |                           |  
|Total operating costs and expenses                  |  |                             | 188,282 |                           |  
|                                                    |  |                             |         |                           |  
|Operating income                                    |  |                             | 34,094  |                           |  
|Operating cash flow                                 |  |                             | 92,713  |                           |  
|Interest expense                                    |  |                             | (45,367 | )                         |  
|Net income (loss)                                   |  |                             | (9,328  | )                         |  
|Net cash provided by operating activities           |  |                             | 39,605  |                           |  
|Net cash used in investing activities               |  |                             | 42,862  |                           |  
|Net cash provided by (used in) financing activities |  |                             | 16,750  |                           |  

Operating cash flow is a financial measure that is not calculated and presented in accordance with
accounting principles generally accepted in the United States. We define operating cash flow as operating income or loss before depreciation and amortization. Operating cash flow eliminates the effect on operating income of non-cash depreciation of
tangible assets and amortization of certain intangible assets and, therefore, is useful to management in measuring the overall operational strength and performance of our company. A limitation of this measure, however, is that it does not reflect
the periodic costs of certain capitalized tangible and intangible assets used in generating our revenues. Management evaluates the costs of such tangible and intangible assets through other financial measures such as capital expenditures and
investment spending. Another limitation of operating cash flow is that it does not reflect income net of interest expense, which is a significant expense of our company because of the substantial debt we incurred to acquire our cable television
systems and finance the capital expenditures for the upgrade of our cable network.

Despite the limitations of operating cash flow, management believes that the presentation of this financial
measure is relevant and useful for investors because it allows investors to evaluate our performance in a manner similar to the method used by management. In addition, operating cash flow is commonly used in the cable television industry to analyze
and compare cable television companies on the basis of operating performance, although our measure of operating cash flow may not be directly comparable to similar measures used by other companies. Operating cash flow should not 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 well as other measures of financial performance reported in accordance with
accounting principles generally accepted in the United States.

18



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The following calculations of OCF are not necessarily comparable to similarly titled amounts of other companies:

|                              |  | Three Months Ended June 30, |        | Six Months Ended June 30, |  
|----------------------------- |  | --------------------------- | ------ | ------------------------- | -
|                              |  |                             |        |                           |  
|                              |  | 2003                        |        | 2002                      |  
|                              |  |                             |        |                           |  
|                              |  | (in thousands)              |       
|Operating income              |  | $                           | 34,094 |                           | $
|Adjustment:                   |  |                             |        |                           |  
|Depreciation and amortization |  |                             | 58,619 |                           |  
|                              |  |                             |        |                           |  
|Operating cash flow           |  | $                           | 92,713 |                           | $
|                              |  |                             |        |                           |  

Operating cash flow includes high-speed data charges of $4.1 million for the six months ended June 30,
2002 that were excluded in previous reports filed by us.

Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002

The $22.7 million or 11% increase in revenue was primarily a result of gains in our high-speed data and digital services, which increased 59% and 21% over the prior years quarter.  In addition, our basic cable
service revenue increased 7% primarily due to basic rate increases.

Revenue by service offering were as follows for the three months ended June 30 (in thousands):

|                              |  | 2003                        |         |                    |  | 2002                        |   |                    |        
|----------------------------- |  | --------------------------- | ------- | ------------------ |  | --------------------------- | - | ------------------ | -------
|                              |  | Revenue by Service Offering |         | % of Total Revenue |  | Revenue by Service Offering |   | % of Total Revenue |        
|                              |  |                             |         |                    |  |                             |   |                    |        
|Basic                         |  | $                           | 133,625 |                    |  | 60.1                        | % | $                  | 125,034
|Digital                       |  |                             | 20,049  |                    |  | 9.0                         | % |                    | 16,550 
|High-speed data               |  |                             | 22,352  |                    |  | 10.1                        | % |                    | 14,080 
|Premium / analog pay-per-view |  |                             | 14,387  |                    |  | 6.5                         | % |                    | 15,637 
|Telephone                     |  |                             | 2,796   |                    |  | 1.2                         | % |                    | 1,130  
|Advertising                   |  |                             | 15,179  |                    |  | 6.8                         | % |                    | 13,292 
|Franchise fees                |  |                             | 6,812   |                    |  | 3.1                         | % |                    | 6,163  
|Other                         |  |                             | 7,176   |                    |  | 3.2                         | % |                    | 7,790  
|                              |  |                             |         |                    |  |                             |   |                    |        
|Total                         |  | $                           | 222,376 |                    |  | 100.0                       | % | $                  | 199,676
|                              |  |                             |         |                    |  |                             |   |                    |        

Revenue Generating Units (RGUs) were approximately 1,877,500 as of June 30, 2003 compared to
approximately 1,707,000 as of June 30, 2002.  This represents a growth rate of 10%.  Giving effect to the Griffin swap, RGUs grew 9% from the prior year quarter.  RGUs represent the sum of basic, digital, high-speed data, and
telephone customers.

19



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Average monthly revenue per basic customer was $56.92 for the three months ended June 30, 2003, compared to $51.33 for the three months ended June 30, 2002 primarily
reflecting the continued successful rollout of new product offerings in all markets.  Average monthly revenue per basic customer for high-speed data and digital service increased to $10.85 for the three months ended June 30, 2003, up from $7.87
for the three months ended June 30, 2002.

Programming and other operating costs increased $12.1 million or 18%.  The increase was primarily attributable to a 9% increase in our
programming costs due to increased programming, customers served and additional programming added in our newly rebuilt systems.  The increase is also primarily attributable to a 73% increase in our high-speed data costs due to increased
customers served.  Additionally, other operating costs increased as a result of a decrease in the amount of technical employee salaries capitalized due to the near completion of our rebuild activity and increases in plant maintenance
costs.

Selling, general and administrative expenses increased $5.2 million or 14% as a result of increased costs related to annual salary increases and increases in payroll related costs
for existing employees as well as the addition of new employees. Additionally, the increase is related to increased marketing costs to promote new and existing services and a decrease in funds received for marketing support (recorded as a reduction
to selling, general and administrative expenses) for new channel launches and the addition of a new high-speed data call center.

Management fees increased $844,000 or 15% to $6.5 million for the
three months ended June 30, 2003 from $5.7 million for the three months ended June 30, 2002.  Management fees, equal to approximately 3% of revenues, are paid to Insight LP.

Depreciation and
amortization expense increased $10.3 million or 21% primarily as a result of additional capital expenditures through June 30, 2003 to support the continued rebuild of our Illinois systems, extend our plant and continue the rollout of digital,
high-speed data and telephone services to existing and new service areas.

Operating cash flow increased $4.5 million or 5% primarily due to increased basic, digital and high-speed data revenue,
offset by increases in programming and other operating costs and selling, general and administrative costs.

Interest expense remained relatively flat quarter over quarter.  The
increase of $2.1 million or 5% is primarily related to higher outstanding debt, which averaged $2.47 billion for the three months ended June 30, 2003, versus $2.40 billion for the three months ended June 30, 2002, and higher average interest rates,
which averaged 7.6% for the three months ended June 30, 2003, versus 7.1% for the three months ended June 30, 2002.

For the three months ended June 30, 2003, the net loss was $9.3
million.

20



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Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

The $45.3 million or 12% increase in
revenue was primarily the result of gains in our high-speed data and digital services, which increased 66% and 23% over the prior years same period.  In addition, our basic cable service revenue increased 7% primarily due to basic rate
increases.

Revenue by service offering were as follows for the six months ended June 30 (in thousands):



|                              |  | 2003                        |         |                    |  | 2002                        |   |                    |        
|----------------------------- |  | --------------------------- | ------- | ------------------ |  | --------------------------- | - | ------------------ | -------
|                              |  | Revenue by Service Offering |         | % of Total Revenue |  | Revenue by Service Offering |   | % of Total Revenue |        
|                              |  |                             |         |                    |  |                             |   |                    |        
|Basic                         |  | $                           | 264,476 |                    |  | 60.6                        | % | $                  | 247,340
|Digital                       |  |                             | 39,181  |                    |  | 9.0                         | % |                    | 31,982 
|High-speed data               |  |                             | 42,613  |                    |  | 9.8                         | % |                    | 25,732 
|Premium / analog pay-per-view |  |                             | 29,091  |                    |  | 6.6                         | % |                    | 31,014 
|Telephone                     |  |                             | 5,364   |                    |  | 1.2                         | % |                    | 1,939  
|Advertising                   |  |                             | 27,714  |                    |  | 6.3                         | % |                    | 24,823 
|Franchise fees                |  |                             | 13,514  |                    |  | 3.1                         | % |                    | 12,552 
|Other                         |  |                             | 14,718  |                    |  | 3.4                         | % |                    | 15,980 
|                              |  |                             |         |                    |  |                             |   |                    |        
|Total                         |  | $                           | 436,671 |                    |  | 100.0                       | % | $                  | 391,362
|                              |  |                             |         |                    |  |                             |   |                    |        

Average monthly revenue per basic customer was $56.04 for the six months ended June 30, 2003, compared to
$50.41 for the six months ended June 30, 2002 primarily reflecting the continued successful rollout of new product offerings in all markets.  Average monthly revenue per basic customer for high-speed data and digital service increased to $10.50
for the six months ended June 30, 2003, up from $7.43 for the six months ended June 30, 2002.

Programming and other operating costs increased $22.6 million or 16%.  The increase was
primarily attributable to a 9% increase in our programming costs due to increased programming, customers served and additional programming added in our newly rebuilt systems.  The increase is also primarily attributable to a 39% increase in our
high-speed data costs due to increased customers served.  Additionally, other operating costs increased as a result of a decrease in the amount of technical employee salaries capitalized due to the near completion of our rebuild activity and
increases in plant maintenance costs.

Selling, general and administrative expenses increased $9.1 million or 13% primarily as a result of increased costs related to annual salary increases
and increases in payroll related costs for existing employees as well as the addition of new employees. Additionally, the increase is related to increased marketing costs to promote new and existing services and a decrease in funds received for
marketing support (recorded as a reduction to selling, general and administrative expenses) for new channel launches and the addition of a new high-speed data call center.

21



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Management fees increased $1.7 million or 16% to $12.8 million for the six months ended June 30, 2003 from $11.1 million for the six months ended June 30, 2002. 
Management fees, equal to approximately 3% of revenues, are paid to Insight LP.

High-speed data service charges were incurred through February 28, 2002 as a result of payments made to @Home, the
former provider of high-speed data services for all of our systems, except for those located in Ohio.  On September 28, 2001, @Home filed for protection under Chapter 11 of the Bankruptcy Code.  For the purpose of continuing service to
existing customers and to resume the provisioning of service to new customers, we entered into an interim service arrangement that required us to pay $10.0 million to @Home to extend service for three months through February 28, 2002.  As a
result of this arrangement we incurred approximately $4.1 million in excess of our original agreed-to cost for such services rendered through February 28, 2002.

Depreciation and amortization
expense increased $16.5 million or 17% primarily as a result of additional capital expenditures through June 30, 2003 to support the continued rebuild of our Illinois systems, extend our plant and continue the rollout of digital, high-speed data and
telephone services to existing and new service areas.

Operating cash flow increased $16.0 million or 10% primarily due to increased basic, digital and high-speed data revenue, partially offset by
increases in programming and other operating costs and selling, general and administrative costs.  In addition, the increase in operating cash flow is also attributable to the absence of high-speed data service charges to @Home for the six
months ended June 30, 2003 that were previously included in the adjustments to operating cash flow during the six months ended June 30, 2002.

Interest expense remained relatively flat period over
period.  The increase of $3.8 million or 4% is primarily related to higher outstanding debt, which averaged $2.46 billion for the six months ended June 30, 2003, versus $2.37 billion for the six months ended June 30, 2002, and higher average
interest rates, which averaged 7.3% for the six months ended June 30, 2003, versus 7.2% for the six months ended June 30, 2002.

For the six months ended June 30, 2003, net income was $6.3
million.

22



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Liquidity and Capital Resources

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

Cash provided by operations for the six months ended June 30, 2003 and 2002 was $101.5 million and $46.7 million.  The increase was primarily
attributable to the increase in accrued programming costs during the six months ended June 30, 2003 and the timing of cash receipts and payments related to the remaining working capital accounts.

Cash used in investing activities for the six months ended June 30, 2003 and 2002 was $109.7 million and $129.1 million.  The decrease was primarily attributable to reduced capital spending during the six months ended
June 30, 2003 due to the near completion of our system rebuilds offset by cash paid for the swap of our Griffin, GA system for the managed Shelbyville, KY and New Albany, IN systems owned by Comcast of Montana/Indiana/Kentucky/Ohio.

Cash provided by financing activities for the six months ended June 30, 2003 and 2002 was $37.5 million and $71.7 million.  The change was primarily attributable to the absence of debt principal repayments
under the Insight Midwest Holdings Credit Facility offset by reduced new borrowings under the Insight Midwest Holdings Credit Facility.  We contributed $7.0 million to Insight Ohio during each of the six months ended June 30, 2003 and
2002.

For the six months ended June 30, 2003 and 2002, we spent $82.4 million and $119.4 million in capital expenditures largely to support our plant rebuild in Illinois which is estimated to be
substantially completed by year-end, telephone deployment and success-based capital including interactive digital and high-speed data expansion.

On March 28, 2002, we borrowed $100.0
million from Insight Inc., $97.0 million of which was contributed to Insight Midwest Holdings in April 2002 for use in paying down the credit facility balance and in funding financing costs associated with the amendments, and $3.0 million of which
was contributed to Insight Ohio on March 28, 2002.  Insight Midwest Holdings is permitted to make distributions to us for the purpose of repaying this loan provided that there are no defaults existing under the credit facility.  This loan
bears annual interest of 9%, compounded semi-annually, has a scheduled maturity date of January 31, 2011 and permits prepayments.

On July 22, 2003, Insight Inc. issued a press release announcing
plans to refinance all of the obligations of Insight Ohio.  As of June 30, 2003, these obligations were comprised of the Insight Ohio credit facility ($22.5 million principal amount), and the 10% senior notes due 2006 ($140.0 million principal
amount) and 127/8% senior discount notes due 2008 ($55.9 million principal amount at maturity) conditionally guaranteed by Insight Ohio and for which Insight Ohio is
obligated to make distributions in respect of the Series A and Series B preferred interests held by Coaxial Communications of Central Ohio, Inc. (Coaxial).  The transactions will be accomplished through a refinancing of our $900
million term loan under the Insight Midwest Holdings credit facility into a new $1.125 billion term loan, increasing the total credit facility size to $1.975 billion from $1.750 billion.  We estimate that we will

23



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record a loss on the extinguishment of the obligations of Insight Ohio of $8.3 million as a result of call premiums.

In
connection with the refinancing transactions, Insight Inc. anticipates that it will have the opportunity, using approximately $30.0 million of its existing cash on hand, to purchase the equity of Coaxial and satisfy its related put obligation to the
Coaxial equity holders.  As a consequence of the Coaxial purchase, Insight Inc. will beneficially own 800,000 shares of its outstanding common stock, which it expect to retire.  The proposed transactions are subject to the completion of
definitive documents and customary closing conditions. Closing is expected to occur during the third quarter of 2003.

We have a substantial amount of debt.  Our high level of debt could have
important consequences for you.  Our principal source of cash we need to pay our obligations and to repay the principal amount of our debt obligations is the cash that our subsidiaries generate from their operations and their borrowings. 
We believe that the Midwest Holdings Credit Facility, cash on-hand and our cash flow from operations are sufficient to support our current operating plan.  We have the ability to draw upon the $265.0 million of unused availability under the
Midwest Holdings Credit Facility as of June 30, 2003 to fund any shortfall resulting from the inability of our cash from operations to fund our capital expenditures, meet our debt service requirements or otherwise fund our operations.

The following table summarizes our contractual obligations and commitments, excluding interest, preferred dividends and commitments for programming, as of June 30, 2003, including periods in which the related
payments are due (in thousands):

|                       |  | Long-Term Debt |           | Preferred Interests |   | Operating Leases |  | Total |      
|---------------------- |  | -------------- | --------- | ------------------- | - | ---------------- |  | ----- | -----
|                       |  |                |           |                     |   |                  |  |       |      
|2003                   |  | $              | 2,500     |                     | $ |                 |  | $     | 1,354
|2004                   |  |                | 80,000    |                     |   |                 |  |       | 1,906
|2005                   |  |                | 81,250    |                     |   |                 |  |       | 1,303
|2006                   |  |                | 81,250    |                     |   | 140,000          |  |       | 988  
|2007                   |  |                | 81,250    |                     |   |                 |  |       | 498  
|Thereafter             |  |                | 2,166,250 |                     |   | 55,869           |  |       | 908  
|                       |  |                |           |                     |   |                  |  |       |      
|Total cash obligations |  | $              | 2,492,500 |                     | $ | 195,869          |  | $     | 6,957
|                       |  |                |           |                     |   |                  |  |       |      

24



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Item 3. Quantitative and Qualitative Disclosure About Market Risk

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

As of June 30, 2003, we had entered into interest rate swaps that approximated $435.0 million, or 28.9%, of our borrowings under all of our credit facilities of which $285.0 million expires in July 2003 and $150.0
million expires in August 2004.  A hypothetical 100 basis point increase in interest rates along the entire interest rate yield curve would increase our annual interest expense by approximately $10.7 million.

In February 2003, we entered into two interest rate swap agreements whereby we swapped fixed rates under our 101⁄2% senior notes due in December 2010 for variable rates equal to six-month LIBOR, plus the applicable margin
of approximately 7.7%, on $185.0 million notional value of debt.  Six-month LIBOR ranged between 1.26% and 1.34% for February and March 2003.  In May 2003, we settled these swaps and received proceeds of $1.8 million and recorded a gain in
this amount, which is included in other income.

In July 2003, we entered into three new interest rate swap agreements whereby we swapped fixed rates under our 101⁄2% senior notes due in
December 2010 for variable rates equal to six-month LIBOR, plus the applicable margin of approximately 8.4%, on $185.0 million notional value of debt.

The fair market value and carrying value of
our 93⁄4% and 101⁄2% senior notes was $958.1 million and $871.6 million as of June 30, 2003.  The fair market value of our credit facility borrowings approximates its carrying value as the credit facility borrowings bear interest at
floating rates of interest.  As of June 30, 2003, the estimated fair value (cost if terminated) of our interest rate swap and collar agreements was approximately ($7.5) million, which represents the amount required to enter into offsetting
contracts with similar remaining maturities based on quoted market prices and is reflected in our financial statements as other non-current liabilities.  Changes in the fair value of derivative financial instruments are either recognized in
income or in partners capital as a component of accumulated other comprehensive loss depending on whether the derivative financial instruments qualify for hedge accounting.

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Item 4. Controls and Procedures

Insight Midwests management carried out an evaluation, with the participation
of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures as of June 30, 2003. Based upon that evaluation, its Chief Executive Officer and Chief Financial Officer concluded that its
disclosure controls and procedures were effective to ensure that information required to be disclosed by Insight Midwest in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time periods specified in the rules and forms of the Securities and Exchange Commission.

There has not been any change in Insight Midwests internal control over financial
reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended June 30, 2003 that has materially affected, or is reasonably likely to materially affect, its internal control over
financial reporting.

Insight Capitals management carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its
disclosure controls and procedures as of June 30, 2003. Based upon that evaluation, its Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective to ensure that information required to
be disclosed by Insight Capital in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange
Commission.

There has not been any change in Insight Capitals internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act
that occurred during the quarter ended June 30, 2003 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

See Note 9 to Notes to Consolidated Financial Statements.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits:

| | 31.1 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer of Insight Midwest, L.P.                
| | ---- | ---------------------------------------------------------------------------------------------------------------
| | 31.2 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer of Insight Midwest, L.P.                
| | 31.3 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer of Insight Capital, Inc.                
| | 31.4 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer of Insight Capital, Inc.                
| | 32.1 | Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer of Insight Midwest, L.P.
| | 32.2 | Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer of Insight Capital, Inc.

(b) 
Reports on Form 8-K:

| | None
| | ----

SIGNATURES

Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|Date:  August 8, 2003 | INSIGHT MIDWEST, LP                                                                            | 
|--------------------- | ---------------------------------------------------------------------------------------------- | 
|                      |                                                                                                | 
|                      | /s/ DINESH C. JAIN                                                                             | 
|                      |                                                                                                | 
|                      | Dinesh C. Jain Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.

|Date:  August 8, 2003 | INSIGHT CAPITAL, INC.                                                                          | 
|--------------------- | ---------------------------------------------------------------------------------------------- | 
|                      |                                                                                                | 
|                      | /s/ DINESH C. JAIN                                                                             | 
|                      |                                                                                                | 
|                      | Dinesh C. Jain Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 

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