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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-K/A (Amendment No. 1)

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

For the fiscal year ended December 31, 2002

Commission file number
0-26677

|Insight Communications Company, Inc.                          
|--------------------------------------------------------------
|(Exact name of registrant as specified in its charter)        
|                                                              
|Delaware                                                      
|(State or other jurisdiction of incorporation or organization)
|                                                              
|810 Seventh Avenue New York, New York 10019                   
|(Address of principal executive offices)                      

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

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

Securities registered pursuant to Section 12(g) of the Act:

|Class A Common Stock, $.01 Par Value
|------------------------------------
|(Title of class)                    

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

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

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 28, 2002 was approximately $526.7 million.

The number of shares of the registrants common stock outstanding as of February 28, 2003: 50,704,390 shares of Class A Common Stock and 9,354,468
shares of Class B Common Stock.

Documents Incorporated by Reference:

Portions of the registrants proxy statement for the 2003 Annual Meeting of Stockholders are incorporated by reference into Part III.

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EXPLANATORY NOTE

Insight Communications
Company, Inc. hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the Form 10-K) (filed on March 14, 2003) as set forth in this Annual Report on Form 10-K/A (Amendment No. 1) (the Form
10-K/A).  This Form 10-K/A includes amendments to the following sections of the Form 10-K:

I.          Item 6.  Selected Financial Data.  The last sentence on p. 36 reflects a change in the pro
forma net loss that would have resulted from the adoption of SFAS No. 142 for the year ended December 31, 2001 to $(11.8) million.  A change has also been made on p. 38 to change the number of  cable modem customers under the
Ohio System column to18,600, resulting in a change in the corresponding Total Systems column to 139,900.

II.          Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.  The first
sentence of the third paragraph on p. F-8 reflects a change in the pro forma net loss that would have resulted from the adoption of SFAS No. 142 for the year ended December 31, 2001 to $(11.8) million. This sentence also reflects a change in the pro
forma basic and diluted loss per share attributable to common stockholders to $(.52) and $(.57) for the years ended December 31, 2001 and 2000. The table accompanying such paragraph reflects changes in the exclusion of amortization for the year
ended December 31, 2001 for franchise costs to $50.3 million and for goodwill to $12.7 million, resulting in the change to the pro forma net loss.

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Item 6.        Selected Financial Data

In the following table, we provide you with our selected consolidated historical financial and
other data.  We have prepared the consolidated selected financial information using our consolidated financial statements for the five years ended December 31, 2002. When you read this selected consolidated historical financial and other data,
it is important that you read along with it the historical financial statements and related notes in our consolidated financial statements included in this report, as well as Managements Discussion and Analysis of Financial Condition and
Results of Operations, also included in this report.

Under our
franchise agreements, we are obligated to pay to local franchising authorities a percentage of our revenue derived from providing cable and other services the majority of which are passed through to customers.  We have historically recorded
revenue net of franchise fees charged to our customers.  Staff Announcement D-103, issued by the FASB in November 2001, specifies that reimbursements received from a customer should be reflected as revenues and not as a reduction of
expenses.  This Staff Announcement applies to financial reporting periods beginning after December 15, 2001.  Upon application of this Staff Announcement, comparative financial statements for prior periods are required to be reclassified
to comply with the guidance in this Staff Announcement.  Consequently, we have reclassified the prior period amounts in the accompanying consolidated statements of operations to reflect franchise fees on a gross basis with reimbursements as
revenue and payments as expense.  The effect on the prior period statements of operations was to increase both revenue and selling, general and administrative costs by $24.0 million, $13.0 million, $6.9 million and $2.0 million for each of the
years ended December 31, 2001, 2000, 1999 and 1998.

In addition, in
accordance with the adoption of SFAS No. 142, beginning January 1, 2002, we no longer record amortization expense associated with franchise costs, goodwill and other indefinite-lived intangible assets.  This change in accounting would have
resulted in a net income (loss) of $(11.8) million, $(15.1) million, $(68.6) million and $142.5 million for each of the years ended December 31, 2001, 2000, 1999 and 1998.

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|                              |                                                                              | Year Ended December 31,                       |  
|----------------------------- | ---------------------------------------------------------------------------- | --------------------------------------------- | -
|                              |                                                                              |                                               |  
|                              |                                                                              | 2002                                          |  
|                              |                                                                              |                                               |  
|                              |                                                                              | (dollars in thousands, except per share data) |  
|Statement of Operations Data: |                                                                              |                                               |  
|                              | Revenues                                                                     |                                               | $
|                              | Operating costs and expenses:                                                |                                               |  
|                              | Programming and other operating costs                                        |                                               |  
|                              | Selling, general and administrative                                          |                                               |  
|                              | Non-recurring high-speed data charges                                        |                                               |  
|                              | Non-cash compensation and related charges                                    |                                               |  
|                              | Depreciation and amortization                                                |                                               |  
|                              |                                                                              |                                               |  
|                              | Total operating costs and expenses                                           |                                               |  
|                              |                                                                              |                                               |  
|                              | Operating income (loss)                                                      |                                               |  
|                              | Other income (expense):                                                      |                                               |  
|                              | Gain (loss) on cable systems exchange                                        |                                               |  
|                              | Gain on contribution of cable systems to joint venture                       |                                               |  
|                              | Interest expense                                                             |                                               |  
|                              | Interest income                                                              |                                               |  
|                              | Other                                                                        |                                               |  
|                              |                                                                              |                                               |  
|                              | Total other income (expense)                                                 |                                               |  
|                              |                                                                              |                                               |  
|                              | Income (loss) before minority interest, investment activity and income
taxes |                                               |  
|                              | Minority interest                                                            |                                               |  
|                              | Equity in losses of investees                                                |                                               |  
|                              | Impairment write-down of investments                                         |                                               |  
|                              | Gain (loss) from early extinguishment of debt                                |                                               |  
|                              | Gain on sale of equity investments                                           |                                               |  
|                              |                                                                              |                                               |  
|                              | Income (loss) before income taxes                                            |                                               |  
|                              | Benefit (provision) for income taxes                                         |                                               |  
|                              |                                                                              |                                               |  
|                              | Net income (loss)                                                            |                                               |  
|                              | Accrual of preferred interests                                               |                                               |  
|                              | Accretion of redeemable Class B common units                                 |                                               |  
|                              |                                                                              |                                               |  
|                              | Net income (loss) attributable to common stockholders                        |                                               | $
|                              |                                                                              |                                               |  
|                              | Basic income (loss) per share attributable to common stockholders            |                                               | $
|                              | Diluted income (loss) per share attributable to common stockholders          |                                               |  
|                              |                                                                              |                                               |  

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|                      |                                                     | Year Ended December 31, |  
|--------------------- | --------------------------------------------------- | ----------------------- | -
|                      |                                                     |                         |  
|                      |                                                     | 2002                    |  
|                      |                                                     |                         |  
|                      |                                                     | (dollars in thousands)  |  
|Other Financial Data: |                                                     |                         |  
|                      | OCF  (1)                                            |                         | $
|                      | OCF Margin  (2)                                     |                         |  
|                      | Capital expenditures                                |                         |  
|                      | Net cash provided by operating activities           |                         |  
|                      | Net cash used in investing activities               |                         |  
|                      | Net cash provided by (used in) financing activities |                         |  
|Balance Sheet Data:   |                                                     |                         |  
|                      | Cash and cash equivalents                           |                         | $
|                      | Property, plant and equipment, net                  |                         |  
|                      | Total assets                                        |                         |  
|                      | Total debt, including preferred interests           |                         |  
|                      | Partners (deficit)/stockholders equity            |                         |  

|                |                                                                                              | As of December 31, 2002, except where noted | 
|--------------- | -------------------------------------------------------------------------------------------- | ------------------------------------------- | 
|                |                                                                                              |                                             | 
|                |                                                                                              | Indiana Systems                             | 
|                |                                                                                              |                                             | 
|Technical Data: |                                                                                              |                                             | 
|                | Network miles                                                                                |                                             | 
|                | Number of headends                                                                           |                                             | 
|                | Number of headends expected upon completion of upgrades during 2003  (5)                     |                                             | 
|                | Number of headends serving 95% of our customers expected upon completion of our upgrades (5) |                                             | 
|Operating Data: |                                                                                              |                                             | 
|                | Homes passed (6)                                                                             |                                             | 
|                | Basic customers (7)                                                                          |                                             | 
|                | Basic penetration (8)                                                                        |                                             | 
|                | Digital ready homes (9)                                                                      |                                             | 
|                | Digital customers (10)                                                                       |                                             | 
|                | Digital penetration (11)                                                                     |                                             | 
|                | Premium units (12)                                                                           |                                             | 
|                | Premium penetration (13)                                                                     |                                             | 
|                | Cable modem customers (14)                                                                   |                                             | 

|   
|---
|(1)

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|     | accepted in the United States.  Refer to our consolidated financial statements, including our consolidated statements of cash flows, which appear elsewhere in this
report.                                                                                                                                                              
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                          
|(2)  | Represents operating cash flow a percentage of total revenues.                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                          
|(3)  | Does not include the Griffin, Georgia system which was sold to an affiliate of Comcast Cable on February 28, 2003.                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                          
|(4)  | Projections for capital expenditures related to managed system rebuilds are subject to approval by Comcast Cable.  Includes the New Albany and Shelbyville systems which we
purchased from an affiliate of Comcast Cable on February 28, 2003.                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                          
|(5)  | The upgrades of the Illinois systems acquired in 2001 are scheduled to be substantially completed by mid-2003.                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                          
|(6)  | Homes passed are the number of single residence homes, apartments and condominium units passed by the cable distribution network in a cable systems service
area.                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                          
|(7)  | Basic customers are customers of a cable television system who receive a package of over-the-air broadcast stations, local access channels and certain satellite-delivered cable
television services, other than premium services, and who are usually charged a flat monthly rate for a number of channels.                             
|     |                                                                                                                                                                                                                                                                                                                                          
|(8)  | Basic penetration means basic customers as a percentage of total number of homes passed.                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                          
|(9)  | Digital ready homes means the total number of homes passed to which digital service is available.                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                          
|(10) | Customers with a digital converter box.                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                          
|(11) | Digital penetration means digital service units as a percentage of digital ready homes.                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                          
|(12) | Premium units mean the number of subscriptions to premium services, which are paid for on an individual unit basis.                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                          
|(13) | Premium penetration means premium service units as a percentage of the total number of basic customers. A customer may purchase more than one premium service, each of which is
counted as a separate premium service unit. This ratio may be greater than 100% if the average customer subscribes to more than one premium service unit.
|     |                                                                                                                                                                                                                                                                                                                                          
|(14) | Customers receiving high-speed Internet service.                                                                                                                                                                                                                                                                                         

Item 15.     Exhibits,
Financial Statement Schedules, and Reports on Form 8-K

(a)     Financial Statements:

Our financial statements, as indicated by the Index to Consolidated Financial Statements set forth
below, begin on page F-1 of this Form 10-K, and are hereby incorporated by reference. Financial statement schedules have been omitted because they are not applicable or the required information is included in the financial statements or notes
thereto.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                     | Page                                                                                                          
|------------------------------------ | --------------------------------------------------------------------------------------------------------------
|                                     |                                                                                                               
|Report of Independent Auditors       | F-1                                                                                                           
|                                     |                                                                                                               
|Insight Communications Company, Inc. |                                                                                                               
|                                     | Consolidated Balance Sheets as of December 31, 2002 and 2001                                                  
|                                     |                                                                                                               
|Insight Communications Company, Inc. |                                                                                                               
|                                     | Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000                    
|                                     |                                                                                                               
|Insight Communications Company, Inc. |                                                                                                               
|                                     | Consolidated Statements of Changes in StockholdersEquity for the years ended December 31, 2002, 2001 and 2000
|                                     |                                                                                                               
|Insight Communications Company, Inc. |                                                                                                               
|                                     | Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000                    
|                                     |                                                                                                               
|Insight Communications Company, Inc. |                                                                                                               
|                                     | Notes to Consolidated Financial Statements                                                                    

|(b)     Reports
on Form 8-K:                                                                             
|---------------------------------------------------------------------------------------------------------
|                                                                                                         
|We filed the following reports on
Form 8-K during the fourth quarter of the year ended December 31, 2002:
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         
|                                                                                                         

|Exhibit Number |     | Exhibit Description
|-------------- | --- | -------------------
|               |     |                    
|               | 2.1 |                    
|               |     |                    
|               | 2.2 |                    

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##### Table of Contents

| |        |  | Bloomington/Normal, Inc., TCI Cablevision of Texas, Inc., UACC Midwest, Inc., United Cable Television of Illinois Valley, Inc., United Cable Television of Southern Illinois,
Inc., TCI of Indiana Holdings, LLC, Insight Communications Company, L.P. and Insight Midwest, L.P. (Asset Contribution Agreement) (2)
| | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 2.3    |  | Amendment to the Asset Contribution Agreement, dated January 5, 2001 (3)                                                                                                                                                                                                                                             
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 2.4    |  | Asset Exchange Agreement, dated August 15, 2000, by and between MediaOne of Illinois, Inc. and Insight Communications Company, L.P. (Asset Exchange Agreement)
(2)                                                                                                                                                 
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 2.5    |  | Amendment to the Asset Exchange Agreement, dated January 5, 2001 (3)                                                                                                                                                                                                                                                 
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 2.6    |  | Asset Purchase and Sale Agreement, dated August 15, 2000, by and between TCI of Illinois, Inc., TCI of Racine, Inc., UACC Midwest, Inc. and Insight Communications Company, L.P.
(Asset Purchase and Sale Agreement) (2)                                                                                           
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 2.7    |  | Amendment to the Asset Purchase and Sale Agreement, dated January 5, 2001 (3)                                                                                                                                                                                                                                        
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 3.1    |  | Restated Certificate of Incorporation of Registrant (4)                                                                                                                                                                                                                                                              
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 3.2    |  | By-laws of Registrant (4)                                                                                                                                                                                                                                                                                            
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.1   |  | 1999 Equity Incentive Plan of Registrant (amends and restates 1999 Stock Option Plan)*                                                                                                                                                                                                                               
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.2   |  | Credit Agreement, dated as of January 5, 2001, among Insight Midwest Holdings, LLC, several banks and financial institutions or entities, and The Bank of New York, as
administrative agent (Credit Agreement) (3)                                                                                                 
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.2A  |  | Amendment No. 1 to Credit Agreement*                                                                                                                                                                                                                                                                                 
| |        |  |                                                                                                                                                                                                                                                                                                                      
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.2B  |  | Amendment No. 2 to Credit Agreement (5)                                                                                                                                                                                                                                                                              
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.3   |  | Second Amended and Restated Operating Agreement of Insight Communications Midwest, LLC, dated as of January 5, 2001(6)                                                                                                                                                                                               
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.4   |  | Amended and Restated Management Agreement by and between Insight Communications of Indiana, LLC (now known as Insight Communications Midwest, LLC) and Insight Communications
Company, L.P., dated as of October 1, 1999 (7)                                                                                         
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.5   |  | First Amendment to Amended and Restated Management Agreement dated as of January 5, 2001, by and between Insight Communications Midwest, LLC and Insight Communications Company,
L.P.(6)                                                                                                                             
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.6   |  | Amended and Restated Limited Partnership Agreement of Insight Kentucky Partners II, L.P., dated as of October 1, 1999(6)                                                                                                                                                                                             
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.7   |  | First Amendment to Amended and Restated Limited Partnership Agreement of Insight Kentucky Partners II, L.P., dated as of January 5, 2001(6)                                                                                                                                                                          
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.8   |  | Management Agreement by and between Insight Kentucky Partners II, L.P. and Insight Communications Company, L.P., dated as of October 1, 1999 (7)                                                                                                                                                                     
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.9   |  | Amended and Restated Operating Agreement of Insight Ohio, dated as of August 8, 2000 (1)                                                                                                                                                                                                                             
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.10  |  | Amended and Restated Limited Partnership Agreement of Insight Midwest, L.P., dated January 5, 2001 (3)                                                                                                                                                                                                               
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.10A |  | First Amendment to Amended and Restated Limited Partnership Agreement of Insight Midwest, L.P., dated September 30, 2002 (8)                                                                                                                                                                                         
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.11  |  | Indenture relating to 9 3⁄4% senior notes of Insight Midwest, L.P. and Insight Capital, Inc., dated as of October 1, 1999 (9)                                                                                                                                                                                          
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.12  |  | Indenture relating to 101⁄2 senior notes of Insight Midwest, L.P. and Insight Capital, Inc., dated as of November 6, 2000(6)                                                                                                                                                                                           
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.13  |  | Indenture relating to 10% senior notes of Coaxial Communications of Central Ohio, Inc. and Phoenix Associates, dated as of August 21, 1998 (10)                                                                                                                                                                      
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.14  |  | Indenture relating to 12 7/8% senior discount notes of Coaxial LLC and Coaxial Financing Corp., dated as of August 21, 1998 (11)                                                                                                                                                                                     
| |        |  |                                                                                                                                                                                                                                                                                                                      
| | 10.15  |  | Indenture relating to 12.25% senior discount notes of Registrant, dated as of February 6, 2001(6)                                                                                                                                                                                                                    

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| | 10.16  |  | Revolving Credit Agreement dated as of October 7, 1998 among Insight Communications of Central Ohio, LLC, several banks and financial institutions or entities, and Canadian
Imperial Bank of Commerce, as administrative agent  (Insight Ohio Credit Agreement) (11)                                                                                                                                                                                                                                                                                                               
| | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.16A |  | First Amendment to Insight Ohio Credit Agreement, dated as of June 30, 2000 (12)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.16B |  | Second Amendment to Insight Ohio Credit Agreement, dated as of June 30, 2000 (12)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.16C |  | Third Amendment to Insight Ohio Credit Agreement, dated as of March 4, 2002 (12)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.17  |  | Security holders Agreement by and among Registrant, Vestar Capital Partners III, L.P., Sandler Capital Partners IV, L.P., Sandler Capital Partners IV FTE, L.P., Sidney R.
Knafel, Michael S. Willner, Kim D. Kelly and Senior Management Securityholders, dated as of May 11, 1999, with Side Letter Agreement by and among Insight Communications Company, L.P., Vestar Capital Partners III, L.P., Sidney R. Knafel, Michael S.
Willner, Kim D. Kelly, Sandler Capital Partners IV, L.P. and Sandler Capital Partners IV FTE, L.P., dated May 11, 1999 (the Letter Agreement) (4)
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.18  |  | Amendment, dated July 16, 1999 to the Letter Agreement (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.19  |  | Cable Facilities Lease Agreement, dated July 17, 2000, among AT&T Broadband, LLC, Registrant and certain of Registrants affiliates (portions of this exhibit have been
omitted and filed separately with the SEC pursuant to a request for confidential treatment) (1)                                                                                                                                                                                                                                                                                                               
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.20  |  | Amended and Restated Consulting Agreement, dated as of March 17, 2000, by and between InterMedia Partners Southeast and Insight Communications Company, L.P.(7)                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.21  |  | Asset Exchange Agreement, dated September 30, 2002, between InterMedia Partners Southeast and Insight Communications Midwest, LLC (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.22  |  | Form of Amended and Restated Non-Recourse Secured Promissory Note, dated December 23, 2002*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 10.23  |  | Agreement, dated as of December 23, 2002, by and between Kim D. Kelly, Registrant and certain stockholders*                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 21.1   |  | Subsidiaries of the Registrant (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 23.1   |  | Consent of Ernst & Young LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|                  
|------------------
|*Previously filed.
|(1)               
|(2)               
|(3)               
|(4)               
|(5)               
|(6)               
|(7)               
|(8)               
|(9)               

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|(10) | Filed as an exhibit to the Registration Statement on Form S-4 of Coaxial Communications of Central Ohio, Inc., Phoenix Associates and Insight Communications of Central Ohio, LLC
(Registration No. 333- 63677) and incorporated herein by reference.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(11) | Filed as an exhibit to the Registration Statement on Form S-4 of Coaxial LLC, Coaxial Financing Corp., and Insight Communications of Central Ohio, LLC (Registration No. 333-
64449) and incorporated herein by reference.                           
|(12) | Filed as an exhibit to Insight Ohios Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002 and incorporated herein by reference.                                                                                              
|(13) | Filed as an exhibit to Registrants Annual Report on Form 10K for the year ended December 31, 2001 and incorporated herein by reference.                                                                                                            

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Report of Independent Auditors

The Stockholders and Board of Directors Insight Communications Company, Inc.

We have audited the accompanying consolidated balance sheets of Insight Communications Company, Inc. (the Company) as of December 31, 2002 and 2001, and the related consolidated statements of
operations, changes in stockholders equity, and cash flows for each of the three years in the period ended December 31, 2002.  These financial statements are the responsibility of the Companys management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of the Company as of December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States.

As discussed in Note 2, the Company changed its method of accounting for Goodwill and Other Intangible Assets effective January 1, 2002.

| |  |  | /s/ ERNST & YOUNG LLP
| |  |  | ---------------------
| |  |  |                      

New York, New York February 25, 2003

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

|                                                                                                                                  |                                                                                                                                   | December 31, 2002 |           | December 31, 2001 |  
|--------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ----------------- | --------- | ----------------- | -
|                                                                                                                                  |                                                                                                                                   |                   |           |                   |  
|Assets                                                                                                                            |                                                                                                                                   |                   |           |                   |  
|Cash and cash equivalents                                                                                                         |                                                                                                                                   | $                 | 74,850    |                   | $
|Investments                                                                                                                       |                                                                                                                                   |                   | 3,666     |                   |  
|Trade accounts receivable, net of allowance for doubtful accounts of $1,296 and $2,818 as of December 31, 2002 and
2001           |                                                                                                                                   |                   | 25,725    |                   |  
|Launch funds receivable                                                                                                           |                                                                                                                                   |                   | 5,197     |                   |  
|Prepaid expenses and other assets                                                                                                 |                                                                                                                                   |                   | 16,177    |                   |  
|                                                                                                                                  |                                                                                                                                   |                   |           |                   |  
|                                                                                                                                  | Total current assets                                                                                                              |                   |           | 125,615           |  
|Fixed assets, net                                                                                                                 |                                                                                                                                   |                   | 1,220,251 |                   |  
|Goodwill                                                                                                                          |                                                                                                                                   |                   | 72,965    |                   |  
|Franchise costs                                                                                                                   |                                                                                                                                   |                   | 2,331,282 |                   |  
|Deferred financing costs, net of accumulated amortization of $9,030 and $5,259 as of December 31,
2002 and 2001                   |                                                                                                                                   |                   | 33,298    |                   |  
|Other non-current assets                                                                                                          |                                                                                                                                   |                   | 5,651     |                   |  
|                                                                                                                                  |                                                                                                                                   |                   |           |                   |  
|                                                                                                                                  | Total assets                                                                                                                      |                   | $         | 3,789,062         |  
|                                                                                                                                  |                                                                                                                                   |                   |           |                   |  
|Liabilities and stockholders equity                                                                                              |                                                                                                                                   |                   |           |                   |  
|Accounts payable                                                                                                                  |                                                                                                                                   | $                 | 47,220    |                   | $
|Accrued expenses and other liabilities                                                                                            |                                                                                                                                   |                   | 23,035    |                   |  
|Accrued property taxes                                                                                                            |                                                                                                                                   |                   | 14,428    |                   |  
|Accrued programming costs                                                                                                         |                                                                                                                                   |                   | 34,922    |                   |  
|Deferred revenue                                                                                                                  |                                                                                                                                   |                   | 4,132     |                   |  
|Interest payable                                                                                                                  |                                                                                                                                   |                   | 24,685    |                   |  
|Debt  current portion                                                                                                            |                                                                                                                                   |                   | 5,000     |                   |  
|Preferred interest distribution payable                                                                                           |                                                                                                                                   |                   | 5,250     |                   |  
|                                                                                                                                  |                                                                                                                                   |                   |           |                   |  
|                                                                                                                                  | Total current liabilities                                                                                                         |                   |           | 158,672           |  
|Deferred revenue                                                                                                                  |                                                                                                                                   |                   | 6,533     |                   |  
|Debt                                                                                                                              |                                                                                                                                   |                   | 2,576,004 |                   |  
|Other non-current liabilities                                                                                                     |                                                                                                                                   |                   | 53,085    |                   |  
|Minority interest                                                                                                                 |                                                                                                                                   |                   | 224,803   |                   |  
|Preferred interests                                                                                                               |                                                                                                                                   |                   | 191,820   |                   |  
|Stockholders equity:                                                                                                             |                                                                                                                                   |                   |           |                   |  
|Preferred stock; $.01 par value; 100,000,000 shares authorized; no shares issued and outstanding as of December 31,
2002 and 2001 |                                                                                                                                   |                   |          |                   |  
|Common stock; $.01 par value:                                                                                                     |                                                                                                                                   |                   |           |                   |  
|                                                                                                                                  | Class A - 300,000,000 shares authorized; 50,704,390 and 50,266,162 shares issued and outstanding as of December 31, 2002 and
2001 |                   |           | 507               |  
|                                                                                                                                  | Class B - 100,000,000 shares authorized; 9,354,468 and 9,977,537 shares issued and outstanding as of December
31, 2002 and 2001   |                   |           | 93                |  
|Additional paid-in-capital                                                                                                        |                                                                                                                                   |                   | 829,873   |                   |  
|Accumulated deficit                                                                                                               |                                                                                                                                   |                   | (237,956  | )                 |  
|Deferred stock compensation                                                                                                       |                                                                                                                                   |                   | (5,882    | )                 |  
|Accumulated other comprehensive loss                                                                                              |                                                                                                                                   |                   | (8,490    | )                 |  
|                                                                                                                                  |                                                                                                                                   |                   |           |                   |  
|                                                                                                                                  | Total stockholders equity                                                                                                        |                   |           | 578,145           |  
|                                                                                                                                  |                                                                                                                                   |                   |           |                   |  
|                                                                                                                                  | Total liabilities and stockholders equity                                                                                        |                   | $         | 3,789,062         |  
|                                                                                                                                  |                                                                                                                                   |                   |           |                   |  

See accompanying note

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##### Table of Contents

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

|                                                                     |                                       | Year Ended December 31, |         
|-------------------------------------------------------------------- | ------------------------------------- | ----------------------- | --------
|                                                                     |                                       |                         |         
|                                                                     |                                       |                         | 2002    
|                                                                     |                                       |                         |         
|Revenue                                                              |                                       | $                       | 807,882 
|Operating costs and expenses:                                        |                                       |                         |         
|                                                                     | Programming and other operating costs |                         |         
|                                                                     | Selling, general and administrative   |                         |         
|                                                                     | Non-recurring high-speed data charges |                         |         
|                                                                     | Depreciation and amortization         |                         |         
|                                                                     |                                       |                         |         
|Total operating costs and expenses                                   |                                       |                         | 668,880 
|                                                                     |                                       |                         |         
|Operating income (loss)                                              |                                       |                         | 139,002 
|Other income (expense):                                              |                                       |                         |         
|                                                                     | Gain (loss) on cable systems exchange |                         |         
|                                                                     | Interest expense                      |                         |         
|                                                                     | Interest income                       |                         |         
|                                                                     | Other                                 |                         |         
|                                                                     |                                       |                         |         
|Total other expense, net                                             |                                       |                         | (203,106
|Loss before minority interest, investment activity and income taxes  |                                       |                         | (64,104 
|Minority interest                                                    |                                       |                         | 31,076  
|Equity in losses of investees                                        |                                       |                         |        
|Impairment write-down of investments                                 |                                       |                         | (18,023 
|Gain (loss) from early extinguishment of debt                        |                                       |                         | 3,560   
|Gain on sale of equity investment                                    |                                       |                         |        
|                                                                     |                                       |                         |         
|Loss before income taxes                                             |                                       |                         | (47,491 
|Benefit (provision) for income taxes                                 |                                       |                         | (501    
|                                                                     |                                       |                         |         
|Net loss                                                             |                                       |                         | (47,992 
|Accrual of preferred interests                                       |                                       |                         | (20,107 
|                                                                     |                                       |                         |         
|Net loss attributable to common stockholders                         |                                       | $                       | (68,099 
|                                                                     |                                       |                         |         
|Basic and diluted loss per share attributable to common stockholders |                                       | $                       | (1.13   
|Basic and diluted weighted average shares outstanding                |                                       |                         | 60,284  

See accompanying note

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INSIGHT COMMUNICATIONS COMPANY, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY(in thousands)

|                             |                                                                                      | Common Stock |     | Additional Paid-in Capital |   | Accumulated Deficit |         | Deferred Stock Compensation |          | Accumulated Other Comprehensive Income (Loss) |   | Total  |       
|---------------------------- | ------------------------------------------------------------------------------------ | ------------ | --- | -------------------------- | - | ------------------- | ------- | --------------------------- | -------- | --------------------------------------------- | - | ------ | ------
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|Balance at December 31, 1999 |                                                                                      |              | 594 |                            |   | 656,486             |         |                             | (72,188  | )                                             |   |       |       
|                             | Net loss                                                                             |              |     |                            |   |                     |         |                             |          | (42,987                                       | ) |        |       
|                             | Realization of impairment of investments                                             |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             | Total comprehensive loss                                                             |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             | Issuance of common stock in acquisition of equity interest                           |              |     | 8                          |   |                     | 17,492  |                             |          |                                               |   |        |       
|                             | Accrual of preferred interests                                                       |              |     |                            |   |                     | (18,725 | )                           |          |                                               |   |        |       
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|Balance at December 31, 2000 |                                                                                      |              | 602 |                            |   | 655,253             |         |                             | (115,175 | )                                             |   |       |       
|                             | Net loss                                                                             |              |     |                            |   |                     |         |                             |          | (74,789                                       | ) |        |       
|                             | Unrealized loss on investments                                                       |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             | Transition adjustment loss on adoption of SFAS No. 133, net of tax                   |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             | Unrealized loss on interest rate swaps, net of tax                                   |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             | Total comprehensive loss                                                             |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             | Issuance of common stock to 401(k) plan                                              |              |     |                            |   |                     | 768     |                             |          |                                               |   |        |       
|                             | Issuance of common stock through exercise of stock options and as stock compensation |              |     |                            |   |                     | 399     |                             |          |                                               |   |        |       
|                             | Contribution of capital associated with AT&T transactions (Note 3)                   |              |     |                            |   |                     | 214,948 |                             |          |                                               |   |        |       
|                             | Accrual of preferred interests                                                       |              |     |                            |   |                     | (19,432 | )                           |          |                                               |   |        |       
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|Balance at December 31, 2001 |                                                                                      |              | 602 |                            |   | 851,936             |         |                             | (189,964 | )                                             |   |       |       
|                             | Net loss                                                                             |              |     |                            |   |                     |         |                             |          | (47,992                                       | ) |        |       
|                             | Unrealized loss on investments                                                       |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             | Realization of impairment of investments                                             |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             | Unrealized gain on interest rate swaps                                               |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             | Total comprehensive loss                                                             |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             | Acquisition of common stock in satisfaction of employee loan                         |              |     | (7                         | ) |                     | (9,576  | )                           |          |                                               |   |        |       
|                             | Issuance of common stock to employees                                                |              |     | 4                          |   |                     | 5,769   |                             |          |                                               |   |        | (5,882
|                             | Issuance of common stock to 401(k) plan                                              |              |     | 1                          |   |                     | 1,851   |                             |          |                                               |   |        |       
|                             | Accrual of preferred interests                                                       |              |     |                            |   |                     | (20,107 | )                           |          |                                               |   |        |       
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|Balance at December 31, 2002 |                                                                                      | $            | 600 |                            | $ | 829,873             |         | $                           | (237,956 | )                                             | $ | (5,882 | )     
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       
|                             |                                                                                      |              |     |                            |   |                     |         |                             |          |                                               |   |        |       

See accompanying notes

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

|                                             |                                                                                 | Year Ended December 31, |         
|-------------------------------------------- | ------------------------------------------------------------------------------- | ----------------------- | --------
|                                             |                                                                                 |                         |         
|                                             |                                                                                 | 2002                    |         
|                                             |                                                                                 |                         |         
|Operating activities:                        |                                                                                 |                         |         
|                                             | Net loss                                                                        |                         | $       
|                                             | Adjustments to reconcile net loss to net cash                                   |                         |         
|                                             | Provided by operating activities:                                               |                         |         
|                                             | Depreciation and amortization                                                   |                         |         
|                                             | Equity in losses of investees                                                   |                         |         
|                                             | Impairment of investments                                                       |                         |         
|                                             | Loss (gain) on cable systems exchange                                           |                         |         
|                                             | Loss (gain) from early extinguishment of debt                                   |                         |         
|                                             | Gain on sale of equity investment                                               |                         |         
|                                             | Minority interest                                                               |                         |         
|                                             | Provision for losses on trade accounts receivable                               |                         |         
|                                             | Non-cash compensation                                                           |                         |         
|                                             | Contribution of common stock to 401(k) plan                                     |                         |         
|                                             | Amortization of note discount                                                   |                         |         
|                                             | Deferred income taxes                                                           |                         |         
|                                             | Changes in operating assets and liabilities, net of the effect of acquisitions: |                         |         
|                                             | Trade accounts receivable                                                       |                         |         
|                                             | Launch fund receivable                                                          |                         |         
|                                             | Prepaid expenses and other assets                                               |                         |         
|                                             | Accounts payable                                                                |                         |         
|                                             | Accrued expenses and other liabilities                                          |                         |         
|                                             |                                                                                 |                         |         
|                                             | Net cash provided by operating activities                                       |                         |         
|                                             |                                                                                 |                         |         
|Investing activities:                        |                                                                                 |                         |         
|                                             | Purchase of fixed assets                                                        |                         |         
|                                             | Purchase of intangible assets                                                   |                         |         
|                                             | Investment in equity securities                                                 |                         |         
|                                             | Purchase of cable television systems, net of cash acquired                      |                         |         
|                                             |                                                                                 |                         |         
|                                             | Net cash used in investing activities                                           |                         |         
|                                             |                                                                                 |                         |         
|Financing activities:                        |                                                                                 |                         |         
|                                             | Distributions of preferred interests                                            |                         |         
|                                             | Proceeds from borrowings under credit facilities                                |                         |         
|                                             | Repayment of credit facilities                                                  |                         |         
|                                             | Proceeds from issuance of notes                                                 |                         |         
|                                             | Repayment of debt associated with cable system transactions                     |                         |         
|                                             | Purchase of senior discount notes                                               |                         |         
|                                             | Debt issuance costs                                                             |                         |         
|                                             | Principal payments on capital leases and other non-current liabilities          |                         |         
|                                             | Exercise of stock options                                                       |                         |         
|                                             |                                                                                 |                         |         
|                                             | Net cash provided by (used in) financing activities                             |                         |         
|                                             |                                                                                 |                         |         
|Net change in cash and cash equivalents      |                                                                                 |                         | (123,698
|Cash and cash equivalents, beginning of year |                                                                                 |                         | 198,548 
|                                             |                                                                                 |                         |         
|Cash and cash equivalents, end of year       |                                                                                 | $                       | 74,850  
|                                             |                                                                                 |                         |         
|                                             |                                                                                 |                         |         

See accompanying notes

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##### Table of Contents

INSIGHT COMMUNICATIONS COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of
Presentation

Through our wholly owned subsidiary, Insight Communications Company, L.P. (Insight LP), we own a 50% interest in Insight Midwest, L.P. (Insight Midwest),
which through its subsidiaries, Insight Communications Midwest, LLC (Insight Communications Midwest), Insight Communications of Kentucky, L.P. (Insight Kentucky) and Insight Communications of Central Ohio, LLC (Insight
Ohio), owns and operates cable television systems in Indiana, Kentucky, Ohio, Illinois and Georgia which passed approximately 2.3 million homes and served approximately 1.3 million customers as of December 31, 2002.

Insight LP is the general partner of Insight Midwest.  Through Insight LP, we manage all of Insight Midwests systems and also manage certain systems owned by an affiliate of AT&T Broadband, LLC (now
known as Comcast Cable Holdings, LLC, Comcast Cable), the owner of the remaining 50% interest in Insight Midwest.

In November 2002, AT&T Broadband and Comcast Corporation
merged their respective cable systems and certain other assets. The transaction did not result in any direct change in Insight Midwests ownership structure and we continue to serve as the general partner of Insight Midwest and as the manager
of all of Insight Midwests systems.

Our other wholly owned subsidiary, Insight Interactive LLC, owns a 100% equity interest in SourceSuite LLC the results of which have been
consolidated as of January 1, 2002 as a result of Insight Interactives acquisition of the remaining 50% equity interest from Source Media, Inc. in March 2002.

2. Significant
Accounting Policies

Basis of Consolidation

The consolidated financial statements include our accounts and those of our wholly
owned subsidiaries.   Although Insight Midwest is equally owned by Insight LP and an indirect subsidiary of Comcast Cable, Insight LP, as the general partner of Insight Midwest, effectively controls all its operating and financial
decisions.  Accordingly, the results of Insight Midwest are included in our consolidated financial statements.  The minority interest represents Comcasts 50% ownership interest in Insight Midwest.  Intercompany balances and
transactions have been eliminated in consolidation.

Revenue Recognition

Revenue is 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 services and from facilitating the delivery of telephone services as well as from commissions for products sold through home shopping networks and management fees.  Revenue is recorded in the month the related services are
rendered.

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

2. Significant Accounting Policies (continued)

Use of Estimates

The preparation of financial
statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash
Equivalents

We consider all highly liquid investments with original maturities of three months or less to be cash equivalents.

Investments

All marketable equity investments are classified as available-for-sale under Statement of Financial Accounting Standards No. 115, Accounting
for Certain Investments in Debt and Equity Securities.  In accordance with SFAS No. 115, available-for-sale securities are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a separate component of
stockholders equity.  Fair value is based on quoted market prices.  All other equity investments for which a quoted market price is unavailable are carried at cost and periodically reviewed for impairment.

Fixed Assets

Fixed assets are stated at cost and include costs capitalized for labor and overhead incurred in connection with the installation of
cable system infrastructures, including those providing high-speed data and telephone services.  In addition, we capitalize labor and material costs associated with installations related to new services on customer premises.  Depreciation
for buildings, cable system equipment, furniture, fixtures and office equipment is calculated using the straight-line method over estimated useful lives ranging from 2 to 30 years.  Building improvements are amortized using the straight-line
method over the shorter of the remaining terms of the leases or the estimated lives of the improvements.

The carrying value of fixed assets is reviewed if facts and circumstances suggest
that they may be impaired.  If this review indicates that the carrying value of the fixed assets will not be recovered from undiscounted future cash flows generated from such assets, an impairment loss would be recognized for the amount that
the assets carrying value exceeds its fair value.  We believe that no impairment of fixed assets existed as of December 31, 2002 or 2001.

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

2.
Significant Accounting Policies (continued)

Franchise Costs and Goodwill

Costs incurred in negotiating and renewing franchise
agreements are capitalized and were amortized over the life of the franchise agreements through December 31, 2001.  Franchise costs and goodwill acquired through the purchase of cable television systems were amortized using the straight-line
method over a period of up to 15 years.  As of January 1, 2002, in connection with our adoption of SFAS No. 142, we no longer amortize franchise costs or goodwill.  We recorded amortization expense of $4.7 million, $200.9 million and
$100.3 million for the years ended December 31, 2002, 2001 and 2000.  We estimate aggregate amortization expense to be approximately $5.5 million for each of the five succeeding fiscal years, primarily relating to deferred financing
costs.

SFAS No. 142 requires that goodwill and indefinite-lived intangible assets be tested annually for impairment using a two-step process.  The first step is to identify a potential
impairment and the second step measures the amount of the impairment loss, if any.  Based on our analysis, there was no impairment of goodwill or franchise costs upon the adoption of SFAS No. 142 on January 1, 2002 or on October 1, 2002, the
date on which we performed our first annual impairment test.

Applying the effects of the adoption of SFAS No. 142 to the years ended December 31, 2001 and 2000, would have resulted in net loss of
$(11.8) million and $(15.1) million and basic and diluted loss per share attributable to common stockholders of $(.52) and $(.57).  The reconciliation of reported net loss to pro forma net loss as adjusted for the effects of SFAS No. 142 for
the years ended December 31, 2001 and 2000 is as follows (in thousands):

|                                                              |                    | Year Ended December 31, 2001 |         | Year Ended December 31, 2000 |  
|------------------------------------------------------------- | ------------------ | ---------------------------- | ------- | ---------------------------- | -
|                                                              |                    |                              |         |                              |  
|Net loss as reported                                          |                    | $                            | (74,789 | )                            | $
|Exclude amortization, net of minority interest and taxes for: |                    |                              |         |                              |  
|                                                              | Franchise costs    |                              |         | 50,308                       |  
|                                                              | Goodwill           |                              |         | 12,688                       |  
|                                                              |                    |                              |         |                              |  
|                                                              | Pro forma net loss |                              | $       | (11,793                      | )
|                                                              |                    |                              |         |                              |  
|                                                              |                    |                              |         |                              |  

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which became
effective for us beginning January 1, 2002.  SFAS No. 144 supersedes SFAS No. 121, Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and reporting
provisions relating to the disposal of a segment of a business of Accounting Principles Board Opinion No. 30.  The adoption of SFAS No. 144 had no impact on our consolidated financial position or results of operations.

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

2. Significant Accounting Policies (continued)

Deferred Financing Costs

Deferred financing costs
relate to costs, primarily legal and bank facility fees, incurred in securing bank loans and other sources of financing.  These costs are amortized over the life of the applicable debt.

Stock-Based Compensation

We have elected to use the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued
to Employees (APB No. 25), to account for stock-based compensation. Under APB No. 25, compensation expense is recognized only when the exercise price of options is below the market price of the underlying stock on the date of
grant.  Such costs are deferred and recognized ratably as compensation expense over the vesting period.  The following table summarizes relevant information as to reported results under our intrinsic value method of accounting for stock
awards, with supplemental information, as if the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, had been applied for each of the three years ended December 31, 2002.  The following
assumptions were used in determining the fair values: weighted average risk-free interest rate  4.00% (2002), 4.50% (2001) and 6.25% (2000); stock price volatility of 50% in all years; dividend yield of 0% in all years; and expected option
life of seven years in all years (in thousands, except share data):

|                                                                                             |  | 2002 |         | 2001 |   | 2000    |  
|-------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | -
|                                                                                             |  |      |         |      |   |         |  
|Net loss attributable to common stockholders                                                 |  | $    | (68,099 | )    | $ | (94,221 | )
|Stock-based compensation as reported, net of tax                                             |  |      | 124     |      |   | 56      |  
|Stock-based compensation determined under fair value based method for all awards, net of tax |  |      | (4,175  | )    |   | (748    | )
|                                                                                             |  |      |         |      |   |         |  
|Adjusted net loss attributable to common stockholders                                        |  | $    | (72,150 | )    | $ | (94,913 | )
|                                                                                             |  |      |         |      |   |         |  
|Basic and diluted net loss per share, as reported                                            |  | $    | (1.13   | )    | $ | (1.57   | )
|                                                                                             |  |      |         |      |   |         |  
|Basic and diluted net loss per share, SFAS 123 adjusted                                      |  | $    | (1.20   | )    | $ | (1.58   | )
|                                                                                             |  |      |         |      |   |         |  

Comprehensive Loss

We own
certain investments that are classified as available-for-sale and reported at market value, with net unrealized gains and losses recorded as components of comprehensive loss.  Additionally, we record the effective portion of certain
derivatives net unrealized gains and losses as components of comprehensive loss.  Comprehensive loss is presented in the accompanying consolidated statements of changes in stockholders equity.  The cumulative amount of
comprehensive loss is presented in the accompanying consolidated balance sheets as accumulated other comprehensive loss.

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

2. Significant Accounting Policies (continued)

Loss Per Share

Basic loss per share is computed
using average shares outstanding during the period.  Diluted loss per share is equal to basic loss per share as we had generated net losses for the years ended December 31, 2002, 2001 and 2000, thereby making the potential effects of dilutive
securities anti-dilutive.  Securities that could potentially dilute basic earnings per share in the future include stock options.

Income Taxes

Deferred income taxes are provided for using the liability method. Under this approach, differences between the financial statements and tax bases of assets and liabilities are determined annually, and deferred income tax
assets and liabilities are recorded for those differences that have future tax consequences. Valuation allowances are established, if necessary, to reduce deferred tax assets to an amount that will more likely than not be realized in future
periods.  Income tax expense is comprised of the current tax payable or refundable for the period plus or minus the net change in deferred tax assets and liabilities.

Marketing and
Promotional

Marketing and promotional costs are expensed as incurred.  Marketing and promotional expenses for the years ended December 31, 2002, 2001 and 2000 were $12.7 million,
$14.8 million and $ 13.8 million.

Recent Accounting Pronouncements

In May 2002, the FASB issued SFAS No. 145, Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.  SFAS No. 145 eliminates the requirement under SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt, to report
gains and losses from extinguishments of debt as extraordinary items in the income statement.  Accordingly, gains or losses from extinguishments of debt for fiscal years beginning after May 15, 2002 shall not be reported as extraordinary items
unless the extinguishment qualifies as an extraordinary item under the provisions of APB Opinion No. 30, Reporting the Results of Operations  Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions.  Upon adoption of this pronouncement, any gain or loss on extinguishment of debt previously classified as an extraordinary item in prior periods presented that does not meet the criteria of
APB Opinion No. 30 for such classification should be reclassified to conform to the provisions of SFAS No. 145.  In connection with our adoption of this pronouncement on December 31, 2002, we reclassified a loss from early extinguishment of
debt of $10.3 million ($6.1 million net of tax) recorded during the year ended December 31, 2001 and a gain of $3.6 million recorded during the year ended December 31, 2002, to results from continuing operations.

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

2. Significant Accounting Policies (continued)

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 December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation  Transition and
Disclosure, which amends SFAS No. 123, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.  In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method used on reported results.  The disclosure provisions of SFAS No. 148 are effective for fiscal years ending
after December 15, 2002 and have been incorporated into these financial statements and accompanying footnotes.

Reclassifications

Under our franchise agreements, we are obligated to pay to local franchising authorities a percentage of our revenue derived from providing cable and other services the majority of which are passed through to
customers.  We have historically recorded revenue net of franchise fees charged to our customers.  Staff Announcement D-103, issued by the FASB in November 2001, specifies that reimbursements received from a customer should be reflected as
revenues and not as a reduction of expenses.  This Staff Announcement applies to financial reporting periods beginning after December 15, 2001.  Upon application of this Staff Announcement, comparative financial statements for prior
periods are required to be reclassified to comply with the guidance in this Staff Announcement.  Consequently, we have reclassified the prior period amounts in the accompanying consolidated statements of operations to reflect franchise fees on
a gross basis with reimbursements as revenue and payments as expense.  The effect on the prior period statements of operations was to increase both revenue and selling, general and administrative costs by $24.0 million for the year ended
December 31, 2001 and $13.0 million for the year ended December 31, 2000.

Additionally, certain other prior year amounts have been reclassified to conform to the current years
presentation.

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

3. Insight Midwest

In September 1999, Insight Midwest was formed to serve as the holding company and a financing vehicle for our cable television system 50/50 joint
venture with AT&T Broadband (now known as Comcast Cable).  As of December 31, 2002, Insight Midwest was comprised of systems located in Indiana, Kentucky, Ohio, Illinois and Georgia.

Indiana Systems

On October 31, 1998, Insight LP and AT&T Broadband contributed certain of their cable television systems located in Indiana and Northern
Kentucky to form Insight Indiana in exchange for a 50% equity interest.  On October 1, 1999, as part of a joint venture restructuring involving the Kentucky Systems (discussed below), Insight Indiana became a wholly owned subsidiary of Insight
Midwest.  Pursuant to the terms of their respective operating agreements, Insight Midwest and Insight Indiana will continue for a twelve-year term through October 1, 2011, unless extended by Insight LP and Comcast Cable.

Kentucky Systems

On October 1, 1999, Insight LP acquired a combined 50% interest in InterMedia Capital Partners VI, LP (the IPVI
Partnership) from related parties of Blackstone Cable Acquisition Company, LLC, InterMedia Capital Management VI, LLC and a subsidiary and related party of AT&T Broadband, for $341.5 million (inclusive of expenses).  Insight Midwest
assumed debt of $742.1 million (the total debt of the IPVI Partnership) in connection with this transaction.  Concurrently with this acquisition, the Kentucky Systems were contributed to Insight Midwest.  Pursuant to the terms of their
respective operating agreements, Insight Midwest and Insight Kentucky will continue for a twelve-year term through October 1, 2011, unless extended by Insight LP and Comcast Cable.

Illinois
Systems

Effective January 1, 2001, Insight Midwest completed a series of transactions with Insight LP and AT&T Broadband for the acquisition of additional cable television systems,
primarily located in the state of Illinois, valued at approximately $2.2 billion (the AT&T transactions), inclusive of systems valued at approximately $775.8 million, contributed by Insight LP.  The AT&T transactions were
financed through a credit facility established on January 5, 2001, the Midwest Holdings Credit Facility.  As a result of the AT&T transactions, Insight Midwest acquired all of Insight LPs wholly owned systems serving approximately
280,000 customers, including systems that Insight LP purchased from AT&T Broadband.  At the same time, Insight Midwest acquired from AT&T Broadband systems serving approximately 250,000 customers.

In connection with the systems Insight LP purchased from AT&T Broadband that included approximately 105,000 customers, we recorded the purchased systems respective assets and liabilities, including debt incurred in
connection with the purchase, at their respective fair values.  The purchase price of $393.5 million was allocated to the cable television assets acquired in relation to their fair values as increases in fixed assets of $52.3 million and
franchise costs of $341.2 million.

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

3. Insight Midwest (continued)

Concurrently with the completion of Insight LPs purchase of systems from AT&T Broadband, Insight LP contributed such systems,
along with all of its wholly owned systems serving approximately 175,000 customers, to Insight Midwest.  The total value of such contributed systems was $1.2 billion.  The assets and liabilities, including debt assumed, of such contributed
systems continue to be recorded at their respective carrying values, as these systems remain within the consolidated group. We recorded a reduction in paid in capital of $113.8 million equal to 50% of the carrying value of such net assets
contributed to Insight Midwest, representing the interest owned by AT&T Broadband (minority interest) through its investment in Insight Midwest.

Concurrently, AT&T Broadband
contributed directly to Insight Midwest certain Illinois systems serving approximately 250,000 customers. The total value of such contributed systems was $983.3 million.  We recorded an addition to paid in capital and a reduction to our
minority interest liability equal to $328.8 million, representing the value of net assets contributed attributable to AT&T Broadbands 50% interest in Insight Midwest.  Insight Midwest recorded 100% of the assets and liabilities
(including debt assumed of $306.2 million) of such systems contributed at their respective fair values.  The fair value of $983.3 million was allocated to the cable television assets acquired in relation to their fair values as increases in
fixed assets of $116.1 million and franchise costs of $867.2 million.

Both Insight LP and AT&T Broadband contributed their respective systems to Insight Midwest subject to an amount of
indebtedness such that Insight Midwest remains equally owned by Insight LP and AT&T Broadband.  The total debt assumed by Insight Midwest of $654.5 million was financed with the proceeds from the Midwest Holdings Credit Facility.

As part of the AT&T transactions, we exchanged our Claremont, California cable television system, serving approximately 8,400 customers, for AT&T Broadbands Freeport, Illinois system, serving
approximately 10,000 customers, each valued at approximately $38.0 million.  This system exchange was accounted for by Insight LP as a sale of its Claremont system and a purchase of the Freeport system.  We recorded a gain of approximately
$34.2 million in connection with this transaction.

Ohio Systems

On August 21, 1998, Insight LP and Coaxial Communications of
Central Ohio, Inc. entered into a contribution agreement pursuant to which Coaxial contributed to Insight Ohio (a newly formed limited liability company) substantially all of the assets and liabilities of its cable television systems located in
Columbus, Ohio and Insight LP contributed to Insight Ohio $10.0 million in cash.  As a result of the Coaxial Contribution Agreement, Coaxial owned 25% of the non-voting common equity and Insight LP, through its subsidiary Insight Holdings of
Ohio, LLC, owned 75% of the non-voting common equity of Insight Ohio.  In addition, Coaxial also received two separate series of voting preferred equity (Series A Preferred Interest$140 million and Series B Preferred Interest$30
million) of Insight Ohio.

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3. Insight Midwest (continued)

The Voting Preferred Interests provides for cash distributions to Coaxial and certain of its affiliates as follows: Series
A10% and Series B12 7/8%.  Insight Ohio cannot redeem the Voting Preferred Interests without the permission of Coaxial; however, Insight Ohio will be required to redeem the Series A Preferred Interests in August 2006 and the Series
B Preferred Interest in August 2008. Coaxial has pledged the Series A Preferred Interest as security for $140.0 million of 10% Senior Notes due in 2006 issued by Coaxial and its affiliate.  Coaxials majority shareholder has pledged
Coaxials stock as security for $55.9 million of aggregate principal amount at maturity of 12 7/8% Senior Discount Notes due in 2008 issued by Coaxials majority shareholder and its affiliate.  The Senior Notes and Senior Discount
Notes are conditionally guaranteed by Insight Ohio.

On August 8, 2000, Insight Ohio purchased Coaxials 25% non-voting common equity interest.  The purchase price was 800,000 shares of
our common stock and cash in the amount of $2.6 million.  In connection with the purchase, Insight Ohios operating agreement was amended to, among other things, remove certain participating rights of the principals of Coaxial and certain
of its affiliate.  Additionally, the agreement was amended to incorporate 70% of Insight Ohios total voting power into the common equity interests of Insight Ohio and 30% of Insight Ohios total voting power into the Preferred
Interests of Insight Ohio.

As a result of this transaction, the financial results of Insight Ohio have been consolidated with our financial results effective January 1, 2000, with minority
interest recorded for the 25% common interest owned by Coaxial through August 8, 2000.  In connection with this transaction, Insight LP recorded a step-up in fair value of Insight Ohios assets of $229.2 million, which represents the
difference between the purchase price and its equity in Insight Ohios net assets in excess of Insight Ohios net assets.  This amount has been allocated to franchise costs and goodwill.

Although the financial results of Insight Ohio for 2000 have been consolidated as a result of this transaction, for financing purposes, Insight Ohio is an unrestricted subsidiary of ours and is prohibited by the terms of its
indebtedness from making distributions to us.  Insight Ohios conditional guarantee of the Senior Notes and the Senior Discount Notes remains in place.

If at any time the Senior Notes or
Senior Discount Notes are repaid or significantly modified, or in any case after August 15, 2008, the principals of the Coaxial Entities may require us to purchase their interests in the Coaxial Entities for a purchase price equal to the difference,
if any, of $32.6 million less the then market value of the 800,000 shares of our common stock issued on August 8, 2000.  The fair value of such contingent consideration was $7.1 million.  As of December 31, 2002, the difference between
$32.6 million and the market value of such 800,000 shares of our common stock was $22.7 million.

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

4. Pro Forma Results of Operations

Our unaudited pro forma results of operations for the years ended December 31, 2001 and 2000, assuming the acquisition of the
Illinois systems and the Greenwood, Indiana system occurred as of January 1, 2000 and excluding the effect of the gain on cable system exchange recorded in the year ended December 31, 2001 were as follows (in thousands, except per share
amounts):

|                                                                     |  | Year Ended December 31, |         
|-------------------------------------------------------------------- |  | ----------------------- | --------
|                                                                     |  |                         |         
|                                                                     |  | 2001                    |         
|                                                                     |  |                         |         
|Revenue                                                              |  | $                       | 728,546 
|Loss before accrual of preferred interests                           |  |                         | (95,340 
|Net loss attributable to common stockholders                         |  |                         | (114,772
|Basic and diluted loss per share attributable to common stockholders |  |                         | (1.91   

5. Investments

SourceSuite and
Liberate

Effective November 17, 1999, Insight Interactive entered into a Contribution Agreement with Source Media, Inc., providing for the creation of a joint venture, SourceSuite
LLC.  Under the terms of the Contribution Agreement, Source Media contributed its Virtual Modem 2.5 software and the Interactive Channel products and services, including SourceGuide and LocalSource television content.  We contributed $13.0
million in equity financing for 50% of the equity in the joint venture.

On March 3, 2000, pursuant to a merger of the joint venture with a subsidiary of Liberate Technologies, SourceSuite sold all
of its VirtualModem assets in exchange for the issuance to each of Insight Interactive and Source Media of 886,000 shares of Liberate common stock.

SourceSuite continues to own and operate its
programming assets, LocalSource and SourceGuide, and has preferred content and programming services agreements with Liberate. As a result of this transaction, we recorded a gain on sale of joint venture assets of $80.9 million in the year ended
December 31, 2000.  In addition, on December 31, 2000, we recorded an impairment write-down of $74.1 million to reflect an other-than-temporary decline in the value of our investment in Liberate.  This impairment write-down was calculated
as the difference between the fair value of the Liberate shares as of December 31, 2000 as compared to March 3, 2000, the date we received the shares.  Further, on December 31, 2002, we recorded an additional impairment write-down of $12.0
million to reflect an other-than-temporary decline in the value of our investment in Liberate.   The carrying amount of our investment in Liberate was $1.3 million and $10.2 million (net of unrealized losses of $3.1 million) as of December
31, 2002 and 2001.

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5. Investments (continued)

In connection with the Contribution Agreement, on November 17, 1999, we purchased 842,105 shares of Source Media common stock at
$14.25 per share, representing approximately 6% of Source Medias outstanding stock, for a purchase price of $12.0 million in cash.  On December 31, 2000, we recorded an impairment write-down of $11.2 million to reflect an
other-than-temporary decline in the value of our investment in Source Media.  This impairment write-down was calculated as the difference between the fair value of the Source Media shares on December 31, 2000 as compared to November 17, 1999,
the date we purchased the shares.  Fair value was determined using the quoted market price of the stock.  During the year ended December 31, 2001, we wrote-off our remaining investment in Source Media of $842,000.  Source Media has
announced that it has terminated operations effective March 14, 2002.

In addition, in October 1999, we purchased $10.2 million face amount of Source Medias 12% bonds, maturing November 1,
2004, for approximately $4.1 million.  The bond discount of $6.1 million was being amortized to interest income over the life of the bonds.  As of December 31, 2000, we recorded an impairment write-down of $3.3 million to reflect
other-than-temporary declines in the value of our investment in Source Media bonds.  Additionally, as of December 31, 2000, we ceased amortization of the bond discount.

During the year
ended December 31, 2001, we recorded additional impairment write-downs of $1.4 million to reflect an other-than-temporary decline in the value of such bonds.  These impairment write-downs were calculated as the difference between the amortized
cost of the bonds and their fair value as of the date of write-down.  Fair value was determined using the quoted market price of the bonds.  As of December 31, 2001, the carrying value of these bonds was $410,000.

For the years ended December 31, 2001 and 2000, we accounted for our investment in SourceSuite under the equity method of accounting.  Accordingly, the accompanying statements of operations for the years
ended December 31, 2001 and 2000 include losses of $2.0 million and $3.8 million that represents our 50% share of SourceSuites net loss.  As of December 31, 2001, through equity method accounting, our investment in SourceSuite has a
carrying value of $741,000.

On March 14, 2002, Insight Interactive purchased the remaining 50% equity interest in SourceSuite that it did not already own from Source Media by tendering $10.2
million face amount of Source Medias 12% bonds.  The fair market value of such tendered bonds on March 14, 2002 was $205,000.  The excess of the fair value of SourceSuites acquired assets and liabilities over the purchase price
of $205,000, totaling $571,000 of negative goodwill, was allocated as a reduction to long-lived assets based on their respective fair values.  The operating results of SourceSuite have been consolidated in the accompanying financial statements
effective January 1, 2002.  SourceSuite recorded $323,000 of revenue, net of $1.6 million of intercompany revenue eliminated in consolidation, and $1.7 million of net loss for the year ended December 31, 2002.

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

5. Investments (continued)

AgileTV

AgileTV Corporation is a privately owned company
developing a speech recognition system that enables cable television customers to operate their digital set-top boxes using voice recognition technology.

In November 2001, we purchased 3.0 million
shares of AgileTVs Series C redeemable, convertible preferred stock for $7.5 million, which is accounted for under the cost method.  This preferred stock has a liquidation preference equal to $7.5 million.  In connection with this
investment, we received 3 million warrants to purchase AgileTV common stock with an exercise price of $2.50 per share and an additional 800,000 warrants with an exercise price of $1.25 per share.

Based on our on-going assessment of potential impairments in our investments in equity securities, as of December 31, 2002, we recorded an impairment charge of $6.0 million related to our investment in AgileTV bringing our
carrying value in this investment to $1.5 million as of December 31, 2002.

6. Long-Lived Assets

Fixed assets consisted
of:

|                                               |                         | December 31, 2002 |           | December 31, 2001 |  
|---------------------------------------------- | ----------------------- | ----------------- | --------- | ----------------- | -
|                                               |                         |                   |           |                   |  
|                                               |                         | (in thousands)    |          
|Land, buildings and improvements               |                         | $                 | 37,751    |                   | $
|Cable system equipment                         |                         |                   | 1,851,864 |                   |  
|Furniture, fixtures and office equipment       |                         |                   | 16,850    |                   |  
|                                               |                         |                   |           |                   |  
|                                               |                         |                   | 1,906,465 |                   |  
|Less accumulated depreciation and amortization |                         |                   | (686,214  | )                 |  
|                                               |                         |                   |           |                   |  
|                                               | Total fixed assets, net |                   | $         | 1,220,251         |  
|                                               |                         |                   |           |                   |  

During the year ended December 31, 2002, we wrote-off approximately $11.1 million related to
video-on-demand equipment as a result of transitioning to a new video-on-demand service provider.  This amount was included in depreciation and amortization in our statement of operations.

Depreciation expense for the years ended December 31, 2002, 2001 and 2000 was $211.8 million, $182.5 million and $135.9 million.

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

7. Debt

Debt consisted of:

|                                         |            | December 31, 2002 |           | December 31, 2001 |  
|---------------------------------------- | ---------- | ----------------- | --------- | ----------------- | -
|                                         |            |                   |           |                   |  
|                                         |            | (in thousands)    |          
|Insight Ohio Credit Facility             |            | $                 | 25,000    |                   | $
|Insight Midwest Holdings Credit Facility |            |                   | 1,438,000 |                   |  
|Insight Midwest 93⁄4% Senior Notes         |            |                   | 385,000   |                   |  
|Insight Midwest 101⁄2% Senior Notes        |            |                   | 500,000   |                   |  
|Insight Inc. 121⁄4% Senior Discount Notes  |            |                   | 360,000   |                   |  
|                                         |            |                   |           |                   |  
|                                         |            |                   | 2,708,000 |                   |  
|Less unamortized discount on notes       |            |                   | (126,996  | )                 |  
|                                         |            |                   |           |                   |  
|                                         | Total debt |                   | $         | 2,581,004         |  
|                                         |            |                   |           |                   |  

Insight Ohio Credit Facility

Insight Ohios credit facility provides for revolving credit loans of up to $25.0 million.  The Insight Ohio Credit Facility has a six-year maturity from the date of borrowings, with reductions to the amount of the
commitment commencing after three years.  Our obligations under the Insight Ohio Credit Facility are secured by substantially all the assets of Insight Ohio.  The Insight Ohio Credit Facility requires Insight Ohio to meet certain financial
and other debt covenants.  Loans under the Insight Ohio Credit Facility bear interest, at our option, at the prime rate or at a Eurodollar rate.  In addition to the index rates, we pay an additional margin percentage tied to Insight
Ohios ratio of total debt to adjusted annualized operating cash flow.  The weighted average interest rates in effect as of December 31, 2002 and 2001 were 3.6% and 4.3%.

Insight
Midwest Holdings Credit Facility

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

The Midwest Holdings Credit Facility requires Insight Midwest Holdings to meet certain financial and other debt covenants.  Borrowings under this credit facility bear interest, based on our election, of
an Alternative Base Rate (equal to the greater of the Prime Rate or the Federal Funds Effective Rate plus 0.5%) or Adjusted LIBOR (equal to LIBOR multiplied by the Statutory Reserve Rate) plus an additional margin yield tied to Insight Midwest
Holdings leverage ratio of between 0.5% and 2.75%.  As of

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7. Debt (continued)

December 31, 2002 and 2001, the weighted average interest rate on this credit facility was 4.3% and 5.1%.

On March 25, 2002, we formally requested approval from the lenders of amendments to the leverage ratio covenant to allow Insight Midwest Holdings more flexibility and to increase the aggregate amount that can be distributed to
Insight Midwest for the purpose of making investments in Insight Ohio.  In addition, on March 28, 2002, we loaned $100.0 million to Insight Midwest to lower our effective interest rates, $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.  Pursuant to the credit
facility amendments, Insight Midwest Holdings is permitted to make distributions to Insight Midwest for the purpose of repaying our loan provided that the leverage ratio is less than 4.25 and there are no defaults existing under the credit
facility.  The loan to Insight Midwest bears annual interest of 9%, has a scheduled maturity date of January 31, 2011 and permits prepayments.  On April 18, 2002, the lenders approved these amendments to the credit facility.

On June 6, 2002, a further amendment to the credit facility was entered into which permits distributions by Insight Midwest Holdings to Insight Midwest for the purpose of repaying our $100.0
million loan, without regard to the minimum leverage ratio requirement.

As a result of the repayment of the Insight Indiana and Insight Kentucky Credit Facilities on January 5, 2001, we recorded a
charge of $10.3 million related to the write-off of unamortized deferred financing costs related to these credit facilities.

Insight Midwest Senior Notes

On October 1, 1999 simultaneously with the closing of the purchase of Insight Kentucky, Insight Midwest completed a $200.0 million offering of 93⁄4% senior notes due in October 2009.  The proceeds of the
offering were used to repay certain debt of the IPVI Partnership.  Interest payments on these Senior Notes, which commenced on April 1, 2000, are payable semi-annually on April 1 and October 1.

On November 6, 2000, Insight Midwest completed a $500.0 million offering of 101⁄2% senior notes due in November 2010.  Insight Midwest received proceeds of $487.5 million, net of an underwriting fee of $5.0 million and
a bond discount of $7.5 million that is being amortized through November 2010.  The proceeds of the offering were used to repay a portion of the outstanding debt under the Insight Indiana Credit Facility and Insight Kentucky Credit
Facility.  Interest payments on these Senior Notes, which commenced on May 1, 2001, are payable semi-annually on May 1 and November 1.

The Insight Midwest 93⁄4% and 101⁄2% Senior Notes
are redeemable on or after October 1, 2004 and November 1, 2005.  In addition, Insight Midwest can redeem up to 35% of the Insight Midwest 93⁄4% and 101⁄2% Senior Notes prior to October 1, 2002 and November 1, 2005, with the net proceeds
from certain sales of Insight Midwests equity.  Each holder of the Insight Midwest Senior Notes may require

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

7. Debt (continued)

Insight Midwest to redeem all or part of that holders notes upon certain changes of control.  The Insight Midwest Senior Notes are
general unsecured obligations and are subordinate to all other liabilities of Insight Midwest, the amounts of which were $1.9 billion and $2.1 billion as of December 31, 2002 and 2001.  The Insight Midwest Senior Notes contain certain financial
and other debt covenants.

In May 2000 and September 2001, Insight Midwest completed exchange offers pursuant to which the 93⁄4% Senior Notes and 101⁄2% Senior Notes were exchanged for
identical notes registered under the Securities Act of 1933.

In December 2002, Insight Midwest completed a $185.0 million add-on offering under the 93⁄4% Senior Notes indenture. 
Insight Midwest received proceeds of $176.9 million, including $3.8 million of interest accruing from October 1, 2002 through the date of issuance that will be repaid to holders of the bonds in the first semi-annual interest payment due on April 1,
2003, and net of an underwriting fee of $3.1 million and a bond discount of $8.8 million that is being amortized through October 2009.  The proceeds of this offering were used to repay a portion of the outstanding revolving loans under the
Midwest Holdings Credit Facility.  Since this additional add-on offering occurred under the 93⁄4% Senior Notes indenture, these additional debt securities and the 93⁄4% Senior Notes are considered a single series of senior notes with
identical terms.

Insight Inc. 121⁄4% Senior Discount Notes

On February 6, 2001, we completed a $400.0 million offering of
121⁄4% Senior Discount Notes due in February 2011.  These notes were issued at a discount to their principal amount at maturity resulting in gross proceeds to us of $220.1 million.  We utilized $20.2 million of the proceeds to repay an
outstanding intercompany loan from Insight Midwest, which we incurred in connection with the AT&T transactions.

In September 2001, we completed an exchange offer pursuant to which the
121⁄4% Senior Discount Notes, issued in February 2001, were exchanged for identical notes registered under the Securities Act of 1933.

In December 2002, we repurchased $40.0 million face
amount of the 121⁄4% Senior Discount Notes at the then accreted value of $27.4 million for $23.2 million, resulting in a gain of $3.6 million, net of the write-off of unamortized deferred financing costs of $616,000.  As of December 31,
2002, the outstanding principal and accreted amounts of these notes were $360.0 million and $247.4 million.

No cash interest on the discount notes will accrue prior to February 15,
2006.  Thereafter, cash interest on the discount notes will accrue and be paid on February 15 and August 15 of each year, commencing August 15, 2006.  The initial accreted value of the discount notes will increase until February 15, 2006
such that the accreted value will equal the revised outstanding principal amount of $360.0 million on February 15, 2006.

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

7. Debt (continued)

Debt Principal Payments

As of December 31, 2002, annual principal payments
required on our debt were as follows (in thousands):

|2003       |       | $ | 5,000     |          
|---------- | ----- | - | --------- | ---------
|2004       |       |   | 80,000    |          
|2005       |       |   | 81,250    |          
|2006       |       |   | 81,250    |          
|2007       |       |   | 81,250    |          
|Thereafter |       |   | 2,379,250 |          
|           |       |   |           |          
|           | Total |   | $         | 2,708,000
|           |       |   |           |          
|           |       |   |           |          

Interest Rate Swap and Collar Agreements

Through December 31, 2002, we entered into interest-rate swap and
collar agreements to modify the interest characteristics of our outstanding debt from a floating rate to a fixed rate basis. These agreements involve the payment of fixed rate amounts in exchange for floating rate interest receipts over the life of
the agreement without an exchange of the underlying principal amount. The differential to be paid or received 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.

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

As of
December 31, 2002 and 2001, we had entered into various interest rate swap and collar agreements effectively fixing interest rates between 4.7% and 5.9%, plus the applicable margin, on $435.0 million and $500.0 million notional value of debt. 
Of the agreements outstanding as of December 31, 2002, $285.0 million expire in July 2003 and $150.0 million expire in August 2004.  We had $2.7 million and $1.8 million of accrued interest related to these agreements as of December 31, 2002
and 2001.

In February 2003, we entered into two additional interest rate swap agreements whereby we swapped fixed rates under our 93⁄4% senior notes due in October 2009, for variable rates of
7.7%, plus the applicable margin, on $185.0 million notional value of debt.  These interest rate swaps expire in November 2005.

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

8.
Supplemental Cash Flow Information

The following amounts were paid in cash during the years ended December 31,:

|             |  | 2002           |         | 2001 |   | 2000    | 
|------------ |  | -------------- | ------- | ---- | - | ------- | 
|             |  |                |         |      |   |         | 
|             |  | (in thousands) |        
|Interest     |  | $              | 167,703 |      | $ | 182,747 | 
|Income taxes |  |                | 531     |      |   | 538     | 

During the year ended December 31, 2001, we entered into a non-cash investing activity in which
our joint venture partner contributed cable systems to Insight Midwest valued at $983.3 million resulting in a non-cash increase in long-lived assets, debt, other liabilities, minority interest and additional paid-in-capital.

During the year ended December 31, 2000, we entered into a non-cash investing activity in which we issued common stock valued at $17.5 million in connection with an acquisition of a cable system resulting in a
non-cash increase in long-lived assets, debt and additional paid-in-capital.

9. Capital Stock

Our authorized capitalization consists of
300,000,000 shares of Class A common stock, par value $.01 per share, 100,000,000 shares of Class B common stock, par value $.01 per share and 100,000,000 shares of preferred stock, par value $.01 per share.  The rights of the holders of Class
A and Class B common stock are substantially identical in all respects, except for voting rights.  Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per
share.

10. Income Taxes

For the years ended December 31, 2002, 2001 and 2000, we recorded a deferred tax benefit of $0, $47.1 million
and $34.3 million.  In addition, for each of the tax years ended December 31, 2002, 2001 and 2000, we recorded a current tax expense related to state and local taxes of approximately $500,000.  Deferred income taxes represent the net tax
effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.

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

10. Income Taxes (continued)

Significant components of our deferred tax assets and liabilities consisted of the following:

|                             |                                         | December 31,   |        
|---------------------------- | --------------------------------------- | -------------- | -------
|                             |                                         |                |        
|                             |                                         | 2002           |        
|                             |                                         |                |        
|                             |                                         | (in thousands) |        
|Deferred tax assets:         |                                         |                |        
|                             | Net operating loss carry-forward        |                | $      
|                             | Accounts receivable                     |                |        
|                             | Investment in unconsolidated affiliates |                |        
|                             | Unrealized loss on investments          |                |        
|                             | Deferred interest expense               |                |        
|                             | Interest hedges                         |                |        
|                             | Capital loss                            |                |        
|                             | Accrued expenses and other liabilities  |                |        
|                             |                                         |                |        
|Gross deferred tax asset     |                                         |                | 254,978
|Valuation allowance          |                                         |                | (39,364
|                             |                                         |                |        
|Net deferred tax asset       |                                         |                | 215,614
|Deferred tax liabilities:    |                                         |                |        
|                             | Depreciation & amortization             |                |        
|                             |                                         |                |        
|Gross deferred tax liability |                                         |                | 215,614
|                             |                                         |                |        
|Net deferred tax liability   |                                         | $              |       
|                             |                                         |                |        

We have provided a full valuation allowance on our deferred tax asset, consisting primarily of
net operating loss carryforwards and unrealized losses on investments, due to the uncertainty regarding our realization of such assets in the future.  The increase in the valuation allowance on the deferred tax asset for the year ended December
31, 2002 was $26.7 million.

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

10. Income Taxes (continued)

The reconciliation of income tax expense computed at the U.S. federal statutory rate to income tax expense for the years ended December
31, 2002, 2001 and 2000 were as follows:

|                                              |                                | Year ended December 31, |        
|--------------------------------------------- | ------------------------------ | ----------------------- | -------
|                                              |                                |                         |        
|                                              |                                | 2002                    |        
|                                              |                                |                         |        
|                                              |                                | (in thousands)          |        
|Benefit at federal statutory rate             |                                | $                       | (16,147
|State and local taxes, net                    |                                |                         | (4,063 
|Expenses not deductible for U.S. tax purposes |                                |                         | 94     
|Non-deductible amortization                   |                                |                         |       
|Preferred interest accrual                    |                                |                         | (6,837 
|Disallowed interest expense                   |                                |                         | 721    
|Disallowed compensation deduction             |                                |                         |       
|Increase in valuation allowance               |                                |                         | 26,733 
|                                              |                                |                         |        
|                                              | Income tax (benefit) provision |                         | $      
|                                              |                                |                         |        
|                                              |                                |                         |        

As of December 31, 2002, we had a net operating loss carry-forward of $498.6 million for U.S. federal income tax purposes.  Our net operating loss began accumulating
effective July 26, 1999, the date of our IPO.  The net operating loss will expire in the years 2019 through 2022.

11. Stock Option Plan and Other Stock Based Compensation

Stock Option Plan

On December 9, 2002, we amended and restated our stock option plan to, among other things, increase the number of
authorized shares and to provide for restricted stock awards.  The amendment is subject to ratification at the 2003 Annual Meeting of Stockholders.  As amended, the plan provides for the grant of incentive stock options, nonqualified stock
options and restricted shares, as well as other awards such as performance units, performance shares, deferred stock, dividend equivalents and other stock-based awards.

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

11. Stock Option Plan and Other Stock Based Compensation (continued)

Employee stock options vest over five years and expire ten years from the date granted.  The
following summarizes stock option activity for the years ended December 31, 2002, 2001 and 2000:

|                                    |  | Options |           | Weighted Average  Exercise Price |  
|----------------------------------- |  | ------- | --------- | -------------------------------- | -
|                                    |  |         |           |                                  |  
|Outstanding as of January 1, 2000   |  |         | 2,883,400 |                                  | $
|Granted                             |  |         | 263,000   |                                  |  
|Canceled/forfeited                  |  |         | (130,500  | )                                |  
|                                    |  |         |           |                                  |  
|Outstanding as of December 31, 2000 |  |         | 3,015,900 |                                  |  
|Granted                             |  |         | 1,282,840 |                                  |  
|Exercised                           |  |         | (14,500   | )                                |  
|Canceled/forfeited                  |  |         | (126,500  | )                                |  
|                                    |  |         |           |                                  |  
|Outstanding as of December 31, 2001 |  |         | 4,157,740 |                                  |  
|Granted                             |  |         | 1,792,186 |                                  |  
|Canceled/forfeited                  |  |         | (145,500  | )                                |  
|                                    |  |         |           |                                  |  
|Outstanding as of December 31, 2002 |  |         | 5,804,426 |                                  | $
|                                    |  |         |           |                                  |  

The weighted average fair value of options granted in 2002, 2001 and 2000 was $6.44, $11.30 and
$9.43 per share.  As of December 31, 2002, 2001 and 2000, 1,973,969, 1,158,032 and 577,300 of the outstanding options were exercisable with weighted average exercise prices of $23.62, $24.28 and $24.38.  The following summarizes details of
outstanding stock options as of December 31, 2002:

|Range of Exercise Prices |           | Number of Options Outstanding |           | Weighted Average Exercise Price |   | Weighted Average Remaining Contractual Life (in years) |      
|------------------------ | --------- | ----------------------------- | --------- | ------------------------------- | - | ------------------------------------------------------ | -----
|                         |           |                               |           |                                 |   |                                                        |      
|$7.43  $9.56            |           |                               | 785,500   |                                 | $ | 9.03                                                   |      
|$12.83  $18.99          |           |                               | 1,977,210 |                                 | $ | 15.45                                                  |      
|$19.77  $29.18          |           |                               | 3,011,716 |                                 | $ | 24.45                                                  |      
|                         | at $30.13 |                               |           | 30,000                          |   | $                                                      | 30.13
|                         |           |                               |           |                                 |   |                                                        |      
|                         |           |                               | 5,804,426 |                                 | $ | 19.33                                                  |      
|                         |           |                               |           |                                 |   |                                                        |      

Pursuant to SFAS No. 123, Accounting for Stock-Based Compensation, we have elected
to account for employee stock-based compensation under APB Opinion No. 25, Accounting for Stock Issued to Employees, using an intrinsic value approach to measure compensation expense.  Accordingly, no compensation expense has been
recognized for options granted under the Plan since all options were granted to employees at exercise prices equal to or greater than fair market value on the date of grant.

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

11. Stock Option Plan and Other Stock Based Compensation (continued)

Other Stock Based Compensation

In connection with our IPO, we issued a total of 1,412,181 shares of common stock to our employees.  We recorded non-cash compensation expense of $19.3 million in connection with the issuance of these shares.  In
October 1999 and April 2000, we made loans to certain of these employees, the proceeds of which were used to satisfy their individual income tax withholding obligations resulting from their receipt of these shares.  In the aggregate, these
loans totaled $14.0 million and were recorded to other non-current assets.  The loans are non-recourse and are represented by notes that are secured by common stock pledges equal to the number of shares each individual received as
compensation.

Through April 1, 2001, the notes charged interest at a rate of 6% per annum.  Subsequent to April 1, 2001, the rate of interest was adjusted to 5% per annum.  The
maturity date of the notes has been extended from October 1, 2004 to October 1, 2009.  In any case, the notes become due 180 days following termination of employment.  The proceeds of any sales of the pledged shares must be applied towards
early repayment of these loans unless the value of the remaining shares exceeds 200% of the remaining loan amount.

Accrued interest on these loans since October 1999 continues to be fully
reserved as a result of a loan interest forgiveness provision approved by the board of directors, which provides for forgiveness, at our election, of accrued interest on the loans to employees in good standing, as well as gross-up payments related
to the employees income tax liabilities arising from such forgiveness.  On October 1, 2001, the first interest forgiveness initiative under this provision became effective whereby all accrued interest from October 1, 1999 through
September 30, 2001 was forgiven.  Additionally, all income taxes related to such interest forgiveness were paid by us on behalf of the affected employees.  Forgiven interest through September 30, 2001 amounted to $1.6 million.  Income
tax liabilities resulting from such forgiven interest through September 30, 2001 amounted to $1.7 million, which is included in our statement of operations as compensation expense.

All accrued
interest on the notes from October 1, 2001 through December 23, 2002 was forgiven.  Additionally, we made gross-up payments with respect to the income taxes related to such interest forgiveness on behalf of the affected employees. 
Forgiven interest from October 1, 2001 through December 23, 2002 amounted to $867,000, and gross-up payments with respect to the employees income tax liabilities resulting from such forgiven interest amounted to $900,000, which amount has been
ratably accrued into our statement of operations as compensation expense from October 1, 2001 to December 23, 2002.

In December 2002, the Board of Directors approved a plan whereby each affected
employee was offered the opportunity to repay the outstanding loan amounts through surrendering a number of pledged shares with a value equal to the outstanding loan amounts.  In return, the employees would receive shares with a five-year
vesting period and separate grants of non-qualified stock options vesting over five and nine year periods.

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

11. Stock Option Plan and Other Stock Based Compensation (continued)

As of December 23, 2002, our President and Chief Operating Officer accepted this offer and
surrendered 746,941 shares in full payment of the $9.6 million outstanding principal amount of her loan, and in turn received 450,000 shares of Class B common stock with a five-year vesting period, 600,000 non-qualified stock options vesting equally
over five years and 300,000 non-qualified stock options with a cliff vesting after nine years.  All of the stock options issued have an exercise price equal to the closing market value of our common stock on December 23, 2002.  As of
December 31, 2002, the shares were recorded as deferred stock compensation on our balance sheet in the amount of $5.9 million.  This deferred compensation will be amortized on a straight-line basis into our operating results as non-cash
compensation through December 23, 2007.

12.Financial Instruments

Concentrations of Credit
Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable.  We maintain cash and
cash equivalents with various financial institutions.  These financial institutions are located throughout the country and our policy is designed to limit exposure to any one institution.  Concentrations of credit risk with respect to
accounts receivable are limited due to the large number of customers comprising our customer base.

Fair Value

We used the
following methods and assumptions in estimating our fair value disclosures for financial instruments:

Cash equivalents and accounts receivable:The carrying amount reported in the balance
sheet for cash equivalents and accounts receivable approximates fair value.

Debt:The carrying amounts of our borrowings under our credit arrangements approximate fair value as they bear
interest at floating rates.  The fair value of Insight Midwests 93⁄4% and 101⁄2% Senior Notes as of December 31, 2002 and 2001 was $364.8 million and $483.0 million and $210.0 million and $540.0 million.  The fair value of
Insight Inc. 121⁄4% Senior Discount Notes was $208.0 million and $234.0 million as of December 31, 2002 and 2001.

Interest rate swap agreements: As of January 1, 2001, interest
rate swap agreements are recorded in our financial statements at fair value.  Prior to January 1, 2001, interest rate swap agreements were not recorded in our financial statements.  The fair value (cost) of such swap agreements was $(17.8)
million and $(22.8) million as of December 31, 2002 and 2001.

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

13.
Related Party Transactions

Managed Systems

On March 17, 2000, we entered into a two-year management agreement with
InterMedia Partners Southeast (IPSE) (now known as Comcast of Montana/Indiana/Kentucky/Ohio), an affiliate of AT&T Broadband (now known as Comcast Cable), to provide management services to cable television systems acquired by
AT&T Broadband.  The management agreement has been extended and expires on June 30, 2003.  As of December 31, 2002, these systems served approximately 114,600 customers in the states of Indiana and Kentucky.  Through March 31,
2001, we earned a monthly fee of 3% of gross revenues for providing such management services.  In September 2001, the management agreement was amended to provide for a monthly fee of 5% of gross revenues retroactive to April 1, 2001.  We
recognized management fees in connection with this agreement of $2.7 million, $2.4 million and $1.2 million for the years ended December 31, 2002, 2001 and 2000.

On September 30, 2002,
Insight Communications Midwest signed an agreement with IPSE to exchange the Griffin, Georgia cable television systems, including approximately 13,000 customers, plus $25.0 million for the Managed Systems located in New Albany, Indiana and
Shelbyville, Kentucky, together including approximately 23,000 customers.  Additionally, pursuant to the agreement, Insight Communications Midwest will pay $1.5 million as a closing adjustment to IPSE to complete the rebuild and upgrade of the
Griffin, Georgia system.

This system exchange is expected to close on February 28, 2003 and will be accounted for on that date as a sale of the Griffin, Georgia systems and a purchase of
the New Albany, Indiana and Shelbyville, Kentucky systems.  In connection with this system exchange, we expect to record a gain of approximately $27.0 million equal to the difference between the fair value and carrying value of the Griffin,
Georgia systems as of the closing date.  Of the purchase price of the New Albany, Indiana and Shelbyville, Kentucky systems approximately $32.0 million will be preliminarily allocated to such cable television systems assets acquired in
relation to their fair values and approximately $33.0 million will be preliminarily allocated to franchise costs.

Programming

We purchase the majority of our programming through affiliates of AT&T Broadband (now known as Comcast Cable).  Although we have the ability to purchase substantially all our programming through Comcast Cable, we
purchase certain programming directly from programmers for strategic and/or cost purposes.  Charges for such programming, including a 11⁄2% administrative fee, were $130.5 million, $116.0 million and $57.4 million for the years ended
December 31, 2002, 2001 and 2000.  As of December 31, 2002 and 2001, $22.6 million and $10.3 million of accrued programming costs were due to affiliates of AT&T Broadband.  We believe that the programming rates charged through these
affiliates are lower than those available from independent parties.

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

13. Related Party Transactions (continued)

Telephone Agreements

In July 2000, to facilitate
delivery of telephone services, we entered into a ten-year agreement with AT&T Broadband that allows Insight Midwest to deliver to our customers local telephone service.  Under the terms of the agreement, Insight Midwest leases for a fee
certain capacity on our network to AT&T Broadband.  Insight Midwest provides certain services and support for which it receives additional payments.  We began providing telephone services to a limited number of our customers in
2001.  Revenue earned from leased network capacity used in the provision of telephone services was $2.2 million and $170,000 in the years ended December 31, 2002 and 2001.  The capital required to deploy telephone services over our
networks is shared, with AT&T Broadband responsible for switching and transport facilities.  AT&T is also required to pay us for installations, marketing and billing support that amounted to $7.6 million and $1.4 million for the years
ended December 31, 2002 and 2001.

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 Comcast Cable, which provides for this affiliate to perform all of our Kentucky advertising sale and related administrative
services.  We earned advertising revenues through this affiliate, derived from our Kentucky Systems, of $15.8 million, $12.4 million and $12.8 million for the years ended December 31, 2002, 2001 and 2000.  As of December 31, 2002 and 2001,
we had $8.5 million and $6.9 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
December 31, 2002 and 2001, we had $308,000 and $666,000 recorded as payables to this affiliate related to such services.

14. 401(k) Plan

We sponsor a savings and investment 401(k) Plan for the benefit of our employees. All employees who have completed six months of employment and have attained age 18 are eligible to participate in the plan.  We make
matching contributions equal to 100% of the employees contribution excluding any such contributions in excess of 5% of the employees wages.  Effective April 1, 2001, 50% of our matching contribution to the plan is in the form of our
common stock.  For the years ended December 31, 2002, 2001 and 2000, we matched contributions of $3.2 million, $2.3 million and $957,000.

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15. 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.

Lease
Agreements

We lease and sublease equipment and office space under various operating lease arrangements expiring through December 31, 2015.  Future minimum rental payments required
under such operating leases as of December 31, 2002 were (in thousands):

|2003       |       | $ | 4,185 |       
|---------- | ----- | - | ----- | ------
|2004       |       |   | 3,437 |       
|2005       |       |   | 2,798 |       
|2006       |       |   | 2,449 |       
|2007       |       |   | 1,952 |       
|Thereafter |       |   | 4,286 |       
|           |       |   |       |       
|           | Total |   | $     | 19,107
|           |       |   |       |       
|           |       |   |       |       

Rental expense on operating leases for the years ended December 31, 2002, 2001 and 2000 was $5.7 million, $5.5 million and $4.6 million.

Litigation

Insight Kentucky and certain prior owners of the Kentucky Systems have been named in class actions regarding the pass-through of state and local
property tax charges to approximately 320,000 customers by the prior owners of the Kentucky Systems.  The plaintiffs seek monetary damages and the enjoinment of the collection of such taxes.  We have entered into agreements with the
plaintiffs to settle these lawsuits and have received final court approval in December 2002.  The settlements will not have a material effect on our results of operations or cash flows.

Separately, we have filed a state court action against the City of Louisville for its grant of a more favorable franchise to Knology, Inc.  Our commencement of this action automatically suspended this franchise pending a
court determination.  In November 2000, 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 from the City, the state court action.  In March 2001, the federal court preliminarily set aside the state court suspension of Knologys franchise.  We believe we have substantial and meritorious defenses to the asserted
federal claims and intend to

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

15. Commitments and Contingencies (continued)

defend it 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.

16. At Home Corporation

On September 28, 2001, At Home Corporation, the former provider of high-speed data services for all of our systems except for those located in Ohio, 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 agreement with @Home to extend service through November 30, 2001.  Further, in December 2001, we
entered into an additional interim service arrangement whereby we paid $10.0 million to @Home to extend service for three months through February 28, 2002 that was recorded as expense ratably over the three-month period.

As a result of these interim arrangements we incurred approximately $2.8 million in excess of our original agreed-to cost for such services rendered during the year ended December 31, 2001.  Additionally, as of
December 31, 2001, we recorded an allowance for bad debt of $1.0 million for a net receivable from @Home in connection with monies @Home collected from our high-speed data customers on our behalf prior to September 28, 2001.  Additionally, we
incurred approximately $4.1 million in excess of our original agreed-to cost for such services rendered during the three months ended March 31, 2002.  These additional costs are included in non-recurring high-speed data service charges in our
statement of operations.

In December 2001, we entered into a four-year agreement with AT&T Corporation to provide high-speed data service to all our affected systems.  We transferred all
our affected systems to our own regional network that resides on AT&T Corporations platform.  Such high-speed data services commenced progressively on a system-by-system basis beginning in February 2002, with all affected systems
being served as of March 1, 2002.

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17. Quarterly Financial Data (Unaudited)

|                                                                     |  | Three months ended                       |         | Year ended December 31, 2002 |  
|-------------------------------------------------------------------- |  | ---------------------------------------- | ------- | ---------------------------- | -
|                                                                     |  |                                          |         |                             
|2002                                                                 |  | March 31                                 |         | June 30                      |  
|                                                                     |  |                                          |         |                              |  
|                                                                     |  | (in thousands, except per share amounts) |        
|Revenue                                                              |  | $                                        | 192,178 |                              | $
|Operating income                                                     |  |                                          | 29,185  |                              |  
|Net loss                                                             |  |                                          | (12,254 | )                            |  
|Net loss attributable to common stockholders                         |  |                                          | (17,209 | )                            |  
|Basic and diluted loss per share attributable to common stockholders |  |                                          | (.29    | )                            |  

*Includes impairment loss of $18.0 million and gain on
extinguishment of debt of $3.6 million.

|                                                                     |  | Three months ended                       |         | Year ended December 31, 2001 |  
|-------------------------------------------------------------------- |  | ---------------------------------------- | ------- | ---------------------------- | -
|                                                                     |  |                                          |         |                             
|2002                                                                 |  | March 31                                 |         | June 30                      |  
|                                                                     |  |                                          |         |                              |  
|                                                                     |  | (in thousands, except per share amounts) |        
|Revenue                                                              |  | $                                        | 174,226 |                              | $
|Operating loss                                                       |  |                                          | (13,230 | )                            |  
|Net loss                                                             |  |                                          | (1,977  | )                            |  
|Net loss attributable to common stockholders                         |  |                                          | (6,743  | )                            |  
|Basic and diluted loss per share attributable to common stockholders |  |                                          | (.11    | )                            |  

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SIGNATURES

Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, Insight Communications Company, Inc. (the Registrant) has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                     | INSIGHT COMMUNICATIONS COMPANY, INC.
|-------------------- | ------------------------------------
|                     |                                     
|Date: March 25, 2003 | By:                                 
|                     |                                     
|                     |                                     
|                     |                                     

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CERTIFICATIONS

|I, Michael S. Willner, certify that:
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| | 6) | The Registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | /s/ MICHAEL S. WILLNER                   
| | -----------------------------------------
| |                                          
| | Michael S. Willner                       
| | Vice Chairman and Chief Executive Officer
| | March 25, 2003                           

|I, Dinesh C. Jain, certify that: |   
|-------------------------------- | --
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| |    |                                                                                                                                                                                                                                                                                                                                                                                        | b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal controls; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                        |    |                                                                                                                                                       
| | 6) | The Registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

| | /s/ DINESH C. JAIN                               
| | -------------------------------------------------
| |                                                  
| | Dinesh C. Jain                                   
| | Senior Vice President and Chief Financial Officer
| | March 25, 2003                                   

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,
Michael S. Willner, hereby certify that the annual report on Form 10-K/A (Amendment No. 1) of the Registrant for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the Report),
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Registrant.

| | /s/ MICHAEL S. WILLNER                   
| | -----------------------------------------
| |                                          
| | Michael S. Willner                       
| | Vice Chairman and Chief Executive Officer
| | March 25, 2003                           

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CERTIFICATION OF CHIEF FINANCIAL OFFICER UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,
Dinesh C. Jain, hereby certify that the annual report on Form 10-K/A (Amendment No. 1) of the Registrant for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the Report), fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Registrant.

| | /s/ DINESH C. JAIN                               
| | -------------------------------------------------
| |                                                  
| | Dinesh C. Jain                                   
| | Senior Vice President and Chief Financial Officer
| | March 25, 2003                                   

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