<PAGE>


     As filed with the Securities and Exchange Commission on March 28, 2001
                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------
                      Insight Communications Company, Inc.
             (Exact name of registrant as specified in its charter)



                Delaware                                 13-4053502
        (State of incorporation)                      (I.R.S. Employer
                                                    Identification Number)

                               810 Seventh Avenue
                            New York, New York 10019
                                 (917) 286-2300
              (Address of registrant's principal executive offices)

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

           INSIGHT COMMUNICATIONS COMPANY, INC. 1999 STOCK OPTION PLAN
                              (Full title of plan)

                               Michael S. Willner
                      President and Chief Executive Officer
                      Insight Communications Company, Inc.
                               810 Seventh Avenue
                            New York, New York 10019
                                 (917) 286-2300
            (Name, address and telephone number of agent for service)

                                 With a copy to:

                            Robert L. Winikoff, Esq.
                          Sonnenschein Nath & Rosenthal
                           1221 Avenue of the Americas
                            New York, New York 10020
                                 (212) 768-6700
                               Fax: (212) 768-6800

<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                       Proposed Maximum
  Title of Securities to be        Amount to be       Offering Price Per        Proposed Maximum           Amount of
          Registered              Registered (1)             Share          Aggregate Offering Price   Registration Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                   <C>                        <C>
Class A common stock, $.01
  par value per share                5,000,000                (2)               $116,590,654 (2)            $29,148
=========================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this
         registration statement also covers any additional securities that may
         be offered or issued in connection with any stock split, stock dividend
         or similar transaction as well as an indeterminate number of additional
         securities that may become issuable as a result of terminated, expired
         or surrendered options.

(2)      Estimated pursuant to Rule 457(h) under the Securities Act of 1933
         solely for the purpose of calculating the registration fee as follows:
         (i) in the case of shares of Class A common stock, par value $.01 per
         share, of Insight Communications Company, Inc. ("Class A Common Stock")
         granted under the Insight Communications Company, Inc. 1999 Stock
         Option Plan, the fee is calculated on the basis of the price at which
         such options may be exercised when vested and (ii) in the case of
         shares of Class A Common Stock for which options have not yet been
         granted and the option price is therefore unknown, the fee is
         calculated in accordance with Rule 457(c).

<PAGE>

                                    Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Insight Communications Company, Inc. (the
"Registrant") with the Securities and Exchange Commission ( File No. 0-26677)
are incorporated herein by reference and made a part hereof:

     (a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000;

     (b)  the Amendment to our Current Report on Form 8-K, dated January 5,
          2001, filed with the SEC on March 23, 2001; and

     (c)  Registrant's Registration Statement on Form 8-A containing a
          description of Registrant's Class A Common Stock, par value $.01 per
          share (the "Common Stock").

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all Common Stock
registered hereby has been sold or which deregisters such Common Stock then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents"). Any statement contained in an
Incorporated Document shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

     The Common Stock of the Registrant is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee of or agent to the Registrant. The
statute provides that it is not exclusive of other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise. The Registrant's by-laws
provides for indemnification by the Registrant of any director or officer (as
such term is defined in the by-laws) of the Registrant who is or was a director
of any of its subsidiaries, or, at the request of the Registrant, is or was
serving as a director or officer of, or in any other capacity for, any other
enterprise, to the fullest extent permitted by law. The by-laws also provide
that the Registrant shall advance expenses to a director or officer and, if
reimbursement of such expenses is demanded in advance of the final disposition
of the matter with respect to which such demand is being made, upon receipt of
an undertaking by or on behalf of such director or officer to repay such amount
if it is ultimately determined that the director or officer is not entitled to
be indemnified by the Registrant. To the extent authorized from time to time by
the board of directors of the Registrant, the Registrant may provide to any one
or
<PAGE>

more employees of the Registrant, one or more officers, employees and other
agents of any subsidiary or one or more directors, officers, employees and
other agents of any other enterprise, rights of indemnification and to receive
payment or reimbursement of expenses, including attorneys' fees, that are
similar to the rights conferred in the by-laws of the Registrant on directors
and officers of the Registrant or any subsidiary or other enterprise. The
by-laws do not limit the power of the Registrant or its board of directors to
provide other indemnification and expense reimbursement rights to directors,
officers, employees, agents and other persons otherwise than pursuant to the
by-laws. The Registrant intends to enter into agreements with certain directors,
officers and employees who are asked to serve in specified capacities at
subsidiaries and other entities.

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's certificate of incorporation provides for such
limitation of liability.

     The Registrant maintains policies of insurance under which its directors
and officers will be insured, within the limits and subject to the limitations
of the policies, against certain expenses in connection with the defense of, and
certain liabilities which might be imposed as a result of, actions, suits or
proceedings to which they are parties by reason of being or having been such
directors or officers.

Item 7.  Exemption From Registration Claimed.

     Not Applicable

Item 8.  Exhibits.

4          Insight Communications Company, Inc. 1999 Stock Option Plan (1)
5          Opinion of Sonnenschein Nath & Rosenthal
23(a)      Consent of Ernst & Young LLP
23(b)      Consent of Sonnenschein Nath & Rosenthal (reference is made to
           Exhibit 5 herein)

---------------
(1)  Filed as an Exhibit to the Registrant's Registration Statement on Form S-1,
     Registration Statement No. 333-78293, under the Securities Act of 1933 and
     incorporated herein by reference.

Item 9.  Undertakings.

     (a)  The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made of the securities registered hereby, a post-effective
               amendment to this Registration Statement;

               (i)   to include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933 (the "Securities Act");

               (ii)  to reflect in the prospectus any facts or events arising
                     after the effective date of this Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate,represent a fundamental
                     change in the information set forth in this Registration
                     Statement; and

               (iii) to include any material information with respect to the
                     plan of distribution not previously disclosed in this
                     Registration Statement or any material change to such
                     information in this Registration Statement;
<PAGE>

               provided, however, that the undertakings set forth in paragraphs
               (i) and (ii) above do not apply if the information required to be
               included in a post-effective amendment by those paragraphs is
               contained in periodic reports filed by the Registrant pursuant to
               Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered hereby which
               remain unsold at the termination of the offering.

     (b)  The Registrant hereby undertakes that, for purposes of determining any
          liability under the Securities Act, each filing of Registrant's annual
          report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
          that is incorporated by reference in this Registration Statement shall
          be deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the provisions of the restated
          certificate of incorporation and by-laws of the Registrant and the
          provisions of the Delaware law described under Item 6 above, the
          Registrant has been advised that in the opinion of the Securities and
          Exchange Commission such indemnification is against public policy as
          expressed in the Securities Act, and is, therefore, unenforceable. In
          the event that a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred or paid
          by a director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on March 28, 2001.

                           Insight Communications Company, Inc.

                           By: /s/ Michael S. Willner
                               -------------------------------------------------
                               Michael S. Willner, President and Chief Executive
                               Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
                 Signature                                          Title                                 Date
                 ---------                                          -----                                 ----
<S>                                           <C>                                                    <C>
/s/ Sidney R. Knafel                          Chairman of the Board                                  March 28, 2001
---------------------------------------
Sidney R. Knafel

/s/ Michael S. Willner                        President, Chief Executive Officer and Director        March 28, 2001
---------------------------------------       (Principal Executive Officer)
Michael S. Willner

/s/ Kim D. Kelly                              Executive Vice President, Chief Financial and          March 28, 2001
---------------------------------------       Operating Officer and Director (Principal
Kim D. Kelly                                  Financial and Accounting Officer)

/s/ Thomas L. Kempner                         Director                                               March 28, 2001
---------------------------------------
Thomas L. Kempner

/s/ James S. Marcus                           Director                                               March 28, 2001
---------------------------------------
James S. Marcus

/s/ Prakash A. Melwani                        Director                                               March 28, 2001
---------------------------------------
Prakash A. Melwani

/s/ Daniel S. O'Connell                       Director                                               March 28, 2001
---------------------------------------
Daniel S. O'Connell
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17764}]
{"company-data": {"conformed-name": "INSIGHT COMMUNICATIONS CO INC", "cik": "0001084421", "assigned-sic": "4841", "irs-number": "134053502", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57808", "film-number": "1582702"}, "business-address": {"street1": "126 EAST 56TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2123712266"}, "mail-address": {"street1": "INSIGHT COMMUNICATIONS CO INC", "street2": "126 EAST 56TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities and Exchange Commission on March 28, 2001
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------
                      Insight Communications Company, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                                 13-4053502
        (State of incorporation)                      (I.R.S. Employer
                                                    Identification Number)

                               810 Seventh Avenue
                            New York, New York 10019
                                 (917) 286-2300
              (Address of registrant's principal executive offices)

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

           INSIGHT COMMUNICATIONS COMPANY, INC. 1999 STOCK OPTION PLAN
                              (Full title of plan)

                               Michael S. Willner
                      President and Chief Executive Officer
                      Insight Communications Company, Inc.
                               810 Seventh Avenue
                            New York, New York 10019
                                 (917) 286-2300
            (Name, address and telephone number of agent for service)

                                 With a copy to:

                            Robert L. Winikoff, Esq.
                          Sonnenschein Nath & Rosenthal
                           1221 Avenue of the Americas
                            New York, New York 10020
                                 (212) 768-6700
                               Fax: (212) 768-6800
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                       Proposed Maximum
  Title of Securities to be        Amount to be       Offering Price Per        Proposed Maximum           Amount of
          Registered              Registered (1)             Share          Aggregate Offering Price   Registration Fee
-------------------------------------------------------------------------------------------------------------------------
Class A common stock, $.01
  par value per share                5,000,000                (2)               $116,590,654 (2)            $29,148
=========================================================================================================================
(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this
         registration statement also covers any additional securities that may
         be offered or issued in connection with any stock split, stock dividend
         or similar transaction as well as an indeterminate number of additional
         securities that may become issuable as a result of terminated, expired
         or surrendered options.

(2)      Estimated pursuant to Rule 457(h) under the Securities Act of 1933
         solely for the purpose of calculating the registration fee as follows:
         (i) in the case of shares of Class A common stock, par value $.01 per
         share, of Insight Communications Company, Inc. ("Class A Common Stock")
         granted under the Insight Communications Company, Inc. 1999 Stock
         Option Plan, the fee is calculated on the basis of the price at which
         such options may be exercised when vested and (ii) in the case of
         shares of Class A Common Stock for which options have not yet been
         granted and the option price is therefore unknown, the fee is
         calculated in accordance with Rule 457(c).
Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Insight Communications Company, Inc. (the
"Registrant") with the Securities and Exchange Commission ( File No. 0-26677)
are incorporated herein by reference and made a part hereof:

     (a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000;

     (b)  the Amendment to our Current Report on Form 8-K, dated January 5,
          2001, filed with the SEC on March 23, 2001; and

     (c)  Registrant's Registration Statement on Form 8-A containing a
          description of Registrant's Class A Common Stock, par value $.01 per
          share (the "Common Stock").

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all Common Stock
registered hereby has been sold or which deregisters such Common Stock then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents"). Any statement contained in an
Incorporated Document shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

     The Common Stock of the Registrant is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee of or agent to the Registrant. The
statute provides that it is not exclusive of other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise. The Registrant's by-laws
provides for indemnification by the Registrant of any director or officer (as
such term is defined in the by-laws) of the Registrant who is or was a director
of any of its subsidiaries, or, at the request of the Registrant, is or was
serving as a director or officer of, or in any other capacity for, any other
enterprise, to the fullest extent permitted by law. The by-laws also provide
that the Registrant shall advance expenses to a director or officer and, if
reimbursement of such expenses is demanded in advance of the final disposition
of the matter with respect to which such demand is being made, upon receipt of
an undertaking by or on behalf of such director or officer to repay such amount
if it is ultimately determined that the director or officer is not entitled to
be indemnified by the Registrant. To the extent authorized from time to time by
the board of directors of the Registrant, the Registrant may provide to any one
or
more employees of the Registrant, one or more officers, employees and other
agents of any subsidiary or one or more directors, officers, employees and
other agents of any other enterprise, rights of indemnification and to receive
payment or reimbursement of expenses, including attorneys' fees, that are
similar to the rights conferred in the by-laws of the Registrant on directors
and officers of the Registrant or any subsidiary or other enterprise. The
by-laws do not limit the power of the Registrant or its board of directors to
provide other indemnification and expense reimbursement rights to directors,
officers, employees, agents and other persons otherwise than pursuant to the
by-laws. The Registrant intends to enter into agreements with certain directors,
officers and employees who are asked to serve in specified capacities at
subsidiaries and other entities.

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's certificate of incorporation provides for such
limitation of liability.

     The Registrant maintains policies of insurance under which its directors
and officers will be insured, within the limits and subject to the limitations
of the policies, against certain expenses in connection with the defense of, and
certain liabilities which might be imposed as a result of, actions, suits or
proceedings to which they are parties by reason of being or having been such
directors or officers.

Item 7.  Exemption From Registration Claimed.

     Not Applicable

Item 8.  Exhibits.

4          Insight Communications Company, Inc. 1999 Stock Option Plan (1)
5          Opinion of Sonnenschein Nath & Rosenthal
23(a)      Consent of Ernst & Young LLP
23(b)      Consent of Sonnenschein Nath & Rosenthal (reference is made to
           Exhibit 5 herein)

---------------
(1)  Filed as an Exhibit to the Registrant's Registration Statement on Form S-1,
     Registration Statement No. 333-78293, under the Securities Act of 1933 and
     incorporated herein by reference.

Item 9.  Undertakings.

     (a)  The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made of the securities registered hereby, a post-effective
               amendment to this Registration Statement;

               (i)   to include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933 (the "Securities Act");

               (ii)  to reflect in the prospectus any facts or events arising
                     after the effective date of this Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate,represent a fundamental
                     change in the information set forth in this Registration
                     Statement; and

               (iii) to include any material information with respect to the
                     plan of distribution not previously disclosed in this
                     Registration Statement or any material change to such
                     information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
               (i) and (ii) above do not apply if the information required to be
               included in a post-effective amendment by those paragraphs is
               contained in periodic reports filed by the Registrant pursuant to
               Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered hereby which
               remain unsold at the termination of the offering.

     (b)  The Registrant hereby undertakes that, for purposes of determining any
          liability under the Securities Act, each filing of Registrant's annual
          report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
          that is incorporated by reference in this Registration Statement shall
          be deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the provisions of the restated
          certificate of incorporation and by-laws of the Registrant and the
          provisions of the Delaware law described under Item 6 above, the
          Registrant has been advised that in the opinion of the Securities and
          Exchange Commission such indemnification is against public policy as
          expressed in the Securities Act, and is, therefore, unenforceable. In
          the event that a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred or paid
          by a director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on March 28, 2001.

                           Insight Communications Company, Inc.

                           By: /s/ Michael S. Willner
                               -------------------------------------------------
                               Michael S. Willner, President and Chief Executive
                               Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.
Signature                                          Title                                 Date
                 ---------                                          -----                                 ----
/s/ Sidney R. Knafel                          Chairman of the Board                                  March 28, 2001
---------------------------------------
Sidney R. Knafel

/s/ Michael S. Willner                        President, Chief Executive Officer and Director        March 28, 2001
---------------------------------------       (Principal Executive Officer)
Michael S. Willner

/s/ Kim D. Kelly                              Executive Vice President, Chief Financial and          March 28, 2001
---------------------------------------       Operating Officer and Director (Principal
Kim D. Kelly                                  Financial and Accounting Officer)

/s/ Thomas L. Kempner                         Director                                               March 28, 2001
---------------------------------------
Thomas L. Kempner

/s/ James S. Marcus                           Director                                               March 28, 2001
---------------------------------------
James S. Marcus

/s/ Prakash A. Melwani                        Director                                               March 28, 2001
---------------------------------------
Prakash A. Melwani

/s/ Daniel S. O'Connell                       Director                                               March 28, 2001
---------------------------------------
Daniel S. O'Connell