SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Farallon FCP, Ltd. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2009	3. Issuer Name and Ticker or Trading Symbol KNOLOGY INC [ KNOL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	207,590	D(1)(2)(5)(6)
Common Stock, par value $0.01 per share	170,754	D(1)(3)(5)(6)
Common Stock, par value $0.01 per share	281,214	D(1)(4)(5)(6)
Common Stock, par value $0.01 per share	4,310,817	I	See Footnotes(1)(7)(8)(10)
Common Stock, par value $0.01 per share	4,310,817	I	See Footnotes(1)(7)(9)(10)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Farallon FCP, Ltd. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* Farallon FCIP, Ltd. (Last) (First) (Middle) C/O FARALLON CAPITAL MANGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* Farallon FCOI II, Ltd. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* Hirsch Daniel J. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* Voon Richard H. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

Explanation of Responses:

1. The entities and individuals identified in the footnotes of this Form 3 and certain affiliated entities and individuals that are filing two Form 4s on the same date as the filing of this Form 3 with respect to the securities described in this Form 3 (the "Farallon Form 4s") may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group.

2. The amount of securities shown in this row is owned directly by Farallon FCP, Ltd. (the "FCP Trust").

3. The amount of securities shown in this row is owned directly by Farallon FCIP, Ltd. (the "FCIP Trust").

4. The amount of securities shown in this row is owned directly by Farallon FCOI II, Ltd. (the "FCOI II Trust" and, together with the FCP Trust and the FCIP Trust, the "Farallon Trusts").

5. For information regarding the total number of securities of the Issuer beneficially owned by certain affiliated entities and individuals of the Farallon Trusts, see footnotes (7) through (9) of this Form 3 and the Farallon Form 4s.

6. Farallon Partners, L.L.C. ("FPLLC"), one of the reporting persons in the Farallon Form 4s, is a trustee of each of the Farallon Trusts. FPLLC has no direct or indirect pecuniary interest in the securities held by the Farallon Trusts.

7. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum Partners, L.P. and Farallon Capital Offshore Investors II, L.P. (collectively, the "Partnerships") and by certain discretionary accounts (the "Managed Accounts") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). As the general partner to each of the Partnerships, FPLLC may be deemed to be the beneficial owner of the Issuer's securities held by each of the Partnerships. FCMLLC, as the registered investment advisor to the Managed Accounts, may be deemed to be the beneficial owner of the Issuer's securities held by the Managed Accounts. The Partnerships, FPLLC and FCMLLC are reporting persons in the Farallon Form 4s.

8. Effective as of January 1, 2009, Daniel J. Hirsch ("Hirsch") became a managing member of FPLLC and FCMLLC, and, as a result, may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships and the Managed Accounts.

9. Effective as of January 1, 2009, Richard H. Voon ("Voon") became a managing member of FPLLC and FCMLLC, and, as a result, may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships and the Managed Accounts.

10. Hirsch, Voon and certain other related entities and/or individuals identified in this Form 3 and the Farallon Form 4s disclaim any beneficial ownership of any of the Issuer's securities reported or referred to herein for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of their pecuniary interest, if any. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein for the purposes of Section 16 of the '34 Act or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.

Remarks:

Exhibit List: Exhibit 24.1: Power of Attorney - Daniel J. Hirsch; Exhibit 24.1: Power of Attorney - Richard H. Voon

	/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (2) through (4) and footnotes (8) and (9).	01/05/2009
	.	01/05/2009
	.	01/05/2009
	.	01/05/2009
	.	01/05/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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