AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 2004

                                             REGISTRATION NO. ___- __________
=============================================================================
                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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


                              NTL INCORPORATED
           (Exact name of registrant as specified in its charter)

              DELAWARE                                52-1822078
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                Identification Number)

                        909 THIRD AVENUE, SUITE 2863
                          NEW YORK, NEW YORK 10022
                  (Address of principal executive offices)

             AMENDED AND RESTATED NTL 2004 STOCK INCENTIVE PLAN
                        NTL GROUP 2004 BONUS SCHEME
                      NTL INCORPORATED SHARESAVE PLAN

                         (Full title of the plans)

                             SCOTT E. SCHUBERT
                          CHIEF FINANCIAL OFFICER
                              NTL INCORPORATED
                        909 THIRD AVENUE, SUITE 2863
                          NEW YORK, NEW YORK 10022

                  (Name and address of agent for service)

                               (212) 906-8440
       (Telephone number, including area code, of agent for service)


<TABLE>
                                              CALCULATION OF REGISTRATION FEE
<CAPTION>
========================================= =================== ====================== ==================== ===================
                                                                PROPOSED MAXIMUM      PROPOSED MAXIMUM
              TITLE OF SECURITIES            AMOUNT TO BE      OFFERING PRICE PER         AGGREGATE           AMOUNT OF
                TO BE REGISTERED          REGISTERED (1)(2)         SHARE (3)          OFFERING PRICE      REGISTRATION FEE
----------------------------------------- ------------------- ---------------------- -------------------- -------------------
<S>                                       <C>                        <C>               <C>                    <C>
Common Stock, par value $.01 per share    10,900,000 shares          $57.895           $631,055,500           $79,954.73
========================================= =================== ====================== ==================== ===================

<FN>

(1)  This Registration Statement covers (i) 3,600,000 shares of common
     stock, par value $0.01 per share (the "Common Stock"), of NTL
     Incorporated that may be issued pursuant to the Amended and Restated
     NTL 2004 Stock Incentive Plan; (ii) 300,000 shares of Common Stock
     that may be issued pursuant to the NTL Group 2004 Bonus Scheme; and
     (iii) 7,000,000 shares of Common Stock that may be issued pursuant to
     the NTL Incorporated Sharesave Plan.

(2)  Includes  such  additional  number of shares as may be required in the
     event of a stock  split,  stock  dividend  or similar  transaction  in
     accordance  with Rule 416(a) of the Securities Act of 1933, as amended
     (the "Securities Act").

(3)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) of the Securities Act based upon the average
     of the high and low prices of the Common Stock, as quoted on the
     Nasdaq National Market on May 3, 2004.

</FN>
</TABLE>

<PAGE>

EXPLANATORY NOTE

     This  Form S-8  Registration  Statement  relates  to an  aggregate  of
10,900,000  shares  of our  Common  Stock,  (i)  3,600,000  of which may be
offered pursuant to the Amended and Restated NTL 2004 Stock Incentive Plan;
(ii)  300,000 of which may be offered  pursuant to the NTL Group 2004 Bonus
Scheme;  and (iii)  7,000,000  of which may be offered  pursuant to the NTL
Incorporated Sharesave Plan.




                                   PART I

     The  documents  containing  information  specified  by  Part I of this
Registration Statement will be sent or given to participants in the Amended
and Restated NTL 2004 Stock Incentive Plan, the NTL Group 2004 Bonus Scheme
and the NTL  Incorporated  Sharesave  Plan as specified  in Rule  428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities  Act.  Such  documents are not required to be filed with the SEC
but  constitute  (along with the documents  incorporated  by reference into
this  Registration  Statement  pursuant  to  Item 3 of Part  II  hereof)  a
prospectus  that meets the  requirements of Section 10(a) of the Securities
Act.

     References  to "us,"  "our,"  "we" and "the  Company"  shall  mean NTL
Incorporated, a Delaware corporation.

                                  PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public reference room in Washington,  D.C. Please call the SEC
at  1-800-SEC-0330  for further  information on the public reference rooms.
Our SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov.  Reports,  proxy and  information  statements and other
information  concerning  us can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the termination of the offering:

     (a)  The  Company's  Annual  Report on Form 10-K for the  fiscal  year
          ended  December 31,  2003,  filed with the SEC on March 11, 2004;
          and

     (b)  The description of our Common Stock contained in our Registration
          Statement  on Form S-1 filed with the SEC on  February  13,  2004
          (File No. 333-112787).

     Item 4. Description of Securities

     Not  applicable.

     Item 5. Interests of Named Experts and Counsel

     Certain legal  matters with respect to the issuance of the  securities
offered hereby will be passed upon for us by Fried, Frank, Harris,  Shriver
& Jacobson LLP.

     Item 6. Indemnification of Directors and Officers

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
authorizes a corporation  to indemnify its directors,  officers,  employees
and agents against expenses,  including attorneys' fees,  judgments,  fines
and amounts paid in settlement  reasonably incurred,  including liabilities
under the Securities  Act,  provided they act in good faith and in a manner
reasonably  believed to be in or not opposed to the best  interests  of the
corporation, although in the case of proceedings brought by or on behalf of
the  corporation,  indemnification  is  limited  to  expenses  and  is  not
permitted if the individual is adjudged liable to the  corporation,  unless
the court  determines  otherwise.  Our amended and restated  certificate of
incorporation  and amended and restated  bylaws require us to indemnify our
officers and directors to the full extent permitted by Delaware law.

     Section  102(b)(7) of the DGCL  authorizes a  corporation  to limit or
eliminate its directors'  liability to the corporation or its  stockholders
for monetary damages for breaches of fiduciary  duties,  other than for (i)
breaches of the duty of loyalty;  (ii) acts or omissions  not in good faith
or that involve intentional  misconduct or knowing violations of law; (iii)
unlawful  payments of dividends,  stock purchases or  redemptions;  or (iv)
transactions from which a director derives an improper personal benefit.

     Section 145 of the DGCL  authorizes  a  corporation  to  purchase  and
maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or  agent  of the  corporation  against  any  liability
asserted  against  him  or  her  and  incurred  by him or her in his or her
capacity as a director,  officer, employee or agent of the corporation,  or
arising out of his or her status as a director,  officer, employee or agent
of the corporation.  Our amended and restated  certificate of incorporation
and amended and  restated  bylaws  provide  that we may, to the full extent
permitted by law,  purchase and maintain  insurance on behalf of any of our
directors,  officers, employees or agents against any liability that may be
asserted  against him or her and we currently  maintain this insurance.  We
have  liability  insurance  covering our  directors and officers for claims
asserted  against  them or incurred by them in their  capacity as directors
and  officers,  including  claims  brought  under the  Securities  Act.  In
addition,  we provide  indemnity  agreements to our officers and directors.
Under our bylaws  and these  indemnity  agreements,  we must  indemnify  an
indemnitee  to the  fullest  extent  permitted  by the DGCL for  losses and
expenses  incurred in  connection  with actions in which the  indemnitee is
involved  by reason of having  been a director  or officer of ours.  We are
also  obligated to advance  expenses an indemnitee  may incur in connection
with such actions before any resolution of the action.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

Exhibit No.               Description of Exhibit
-----------               ----------------------

4.1            Amended and Restated  Certificate  of  Incorporation  of NTL
               Communications Corp. (now NTL Incorporated) (Incorporated by
               reference to Exhibit 1 to our Registration Statement on Form
               8-A filed by NTL  Incorporated on January 10, 2003, File No.
               000-22616).

4.2            Amended  and  Restated  By-laws of NTL  Incorporated  (as of
               November 11, 2003) (Incorporated by reference to Exhibit 3.2
               to our Annual  Report on Form 10-K for the fiscal year ended
               December  31,  2003 filed by NTL  Incorporated  on March 11,
               2004, File No. 000-22616).

4.3            Rights  Agreement,  dated as of  January  10,  2003,  by and
               between NTL  Incorporated  and Continental  Stock Transfer &
               Trust Company, as Rights Agent (Incorporated by reference to
               Exhibit 4 to our Registration Statement on Form 8-A filed by
               NTL Incorporated on January 10, 2003, File No. 000-22616).

4.4            Amendment to Rights  Agreement,  dated as of  September  26,
               2003, by and between NTL Incorporated and Continental  Stock
               Transfer & Trust Company,  as Rights Agent  (Incorporated by
               reference to Exhibit 4.12 to our  Registration  Statement on
               Form S-1 filed on September 26, 2003, File No. 333-109194).

4.5            Amended  and   Restated  NTL  2004  Stock   Incentive   Plan
               (Incorporated  by  reference  to  Appendix  A to  our  Proxy
               Statement filed on April 8, 2004, File No. 000-22616).

4.6            NTL Group 2004 Bonus  Scheme  (Incorporated  by reference to
               Appendix  B to our Proxy  Statement  filed on April 8, 2004,
               File No. 000-22616).

4.7            NTL Incorporated  Sharesave Plan  (Incorporated by reference
               to Appendix C to our Proxy Statement filed on April 8, 2004,
               File No. 000-22616).

5.1*           Opinion of Fried,  Frank,  Harris,  Shriver &  Jacobson  LLP
               regarding the legality of the securities being registered.

23.1*          Consent of Fried,  Frank,  Harris,  Shriver &  Jacobson  LLP
               (included in Exhibit 5.1).

23.2*          Consent of Ernst & Young LLP.

24.1*          Power of Attorney  (included on the signature  page included
               in this Part II).

--------------------
*    filed herewith


<PAGE>



     Item 9. Undertakings

     The Company hereby undertakes:

     (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

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

          (ii) To reflect  in the  prospectus  any facts or events  arising
     after the effective  date of the  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 the registration statement; and

          (iii) To include any  material  information  with  respect to the
     plan of  distribution  not  previously  disclosed in the  registration
     statement  or  any  material   change  to  such   information  in  the
     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 such  post-effective  amendment is  contained  in periodic  reports
     filed or furnished to the SEC by the Company pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are  incorporated  by reference
     in the 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  which  remain  unsold  at  the
termination of the offering.

     The Company hereby  undertakes  that, for purposes of determining  any
liability  under the  Securities  Act, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where  applicable,  each filing of an employee benefit plan's annual report
pursuant to Section  15(d) of the  Exchange  Act) that is  incorporated  by
reference  in  the  registration  statement  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.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the  Company  has  been  advised  that  in  the  opinion  of the  SEC  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
Company of expenses incurred or paid by a director,  officer or controlling
person of the  Company 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 Company 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,  the  Company
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, on May 4, 2004.

                                       NTL Incorporated

                                       By: /s/ Scott E. Schubert
                                           ----------------------------
                                            Scott E. Schubert
                                            Chief Financial Officer



                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and directors of NTL  Incorporated,  a
Delaware  corporation,  hereby constitute and appoint Simon P. Duffy, Scott
E.  Schubert and Robert C. Gale,  and each of them,  as his true and lawful
attorney-in-fact   and  agent,   with  full  power  of   substitution   and
resubstitution,  for  him in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all amendments to this Registration  Statement
and any and all  documents in connection  therewith,  and to file the same,
with all exhibits thereto, and all documents in connection therewith,  with
the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing  requisite  and  necessary to be done in and about the  premises,  as
fully to all  intents and  purposes as he might or could do in person,  and
hereby ratifies,  approves and confirms all that his said  attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>

<S>                                         <C>                                             <C>
Signature                                   Title                                               Date
---------                                   -----                                               ----
                                            Chief Executive Officer and
By:  /s/  Simon P. Duffy                    Director                                         May 4, 2004
     -------------------------              (principal executive officer)
      Simon P. Duffy



By:  /s/  Scott E. Schubert                 Chief Financial Officer                          May 4, 2004
     ------------------------               (principal financial officer)
        Scott E. Schubert



By:  /s/  Robert C. Gale                    Vice President-Controller (principal             May 6, 2004
     -----------------------                accounting officer)
        Robert C. Gale



By:  /s/  James F. Mooney                   Chairman                                         May 4, 2004
     ----------------------
       James F. Mooney



By:  /s/  Edwin M. Banks                    Director                                         May 5, 2004
     -----------------------
        Edwin M. Banks



By:  /s/  Jeffrey D. Benjamin               Director                                         May 4, 2004
     ------------------------
       Jeffrey D. Benjamin



By:  /s/  David Elstein                     Director                                         May 5, 2004
     -------------------------
        David Elstein



By:  /s/  Charles K. Gallagher              Director                                         May 6, 2004
     -------------------------
       Charles K. Gallagher



By:  /s/  William R. Huff                   Director                                         May 5, 2004
     ---------------------------
        William R. Huff



By:                                         Director
     ---------------------------
        Brett G. Wyard



By:  /s/  George R. Zoffinger               Director                                         May 6, 2004
     -------------------------
        George R. Zoffinger
</TABLE>




<PAGE>



                             Index to Exhibits

Exhibit No.               Description of Exhibit
-----------               ----------------------

4.1            Amended and Restated  Certificate  of  Incorporation  of NTL
               Communications Corp. (now NTL Incorporated) (Incorporated by
               reference to Exhibit 1 to our Registration Statement on Form
               8-A filed by NTL  Incorporated on January 10, 2003, File No.
               000-22616).

4.2            Amended  and  Restated  By-laws of NTL  Incorporated  (as of
               November 11, 2003) (Incorporated by reference to Exhibit 3.2
               to our Annual  Report on Form 10-K for the fiscal year ended
               December  31,  2003 filed by NTL  Incorporated  on March 11,
               2004, File No. 000-22616).

4.3            Rights  Agreement,  dated as of  January  10,  2003,  by and
               between NTL  Incorporated  and Continental  Stock Transfer &
               Trust Company, as Rights Agent (Incorporated by reference to
               Exhibit 4 to our Registration Statement on Form 8-A filed by
               NTL Incorporated on January 10, 2003, File No. 000-22616).

4.4            Amendment to Rights  Agreement,  dated as of  September  26,
               2003, by and between NTL Incorporated and Continental  Stock
               Transfer & Trust Company,  as Rights Agent  (Incorporated by
               reference to Exhibit 4.12 to our  Registration  Statement on
               Form S-1 filed on September 26, 2003, File No. 333-109194).

4.5            Amended  and   Restated  NTL  2004  Stock   Incentive   Plan
               (Incorporated  by  reference  to  Appendix  A to  our  Proxy
               Statement filed on April 8, 2004, File No. 000-22616).

4.6            NTL Group 2004 Bonus  Scheme  (Incorporated  by reference to
               Appendix  B to our Proxy  Statement  filed on April 8, 2004,
               File No. 000-22616).

4.7            NTL Incorporated  Sharesave Plan  (Incorporated by reference
               to Appendix C to our Proxy Statement filed on April 8, 2004,
               File No. 000-22616).

5.1*           Opinion of Fried,  Frank,  Harris,  Shriver &  Jacobson  LLP
               regarding the legality of the securities being registered.

23.1*          Consent of Fried,  Frank,  Harris,  Shriver &  Jacobson  LLP
               (included in Exhibit 5.1).

23.2*          Consent of Ernst & Young LLP.

24.1*          Power of Attorney  (included on the signature  page included
               in this Part II).

--------------------
*    filed herewith
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 23829}]
{"company-data": {"conformed-name": "NTL INC", "cik": "0000906347", "assigned-sic": "4813", "irs-number": "521822078", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115210", "film-number": "04783274"}, "business-address": {"street1": "909 THIRD AVENUE", "street2": "SUITE 2863", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "212-906-8440"}, "mail-address": {"street1": "909 THIRD AVENUE", "street2": "SUITE 2863", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "NTL COMMUNICATIONS CORP", "date-changed": "19990401"}, {"former-conformed-name": "NTL INC /DE/", "date-changed": "19970326"}, {"former-conformed-name": "INTERNATIONAL CABLETEL INC", "date-changed": "19930601"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 2004

                                             REGISTRATION NO. ___- __________
=============================================================================
                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

                              NTL INCORPORATED
           (Exact name of registrant as specified in its charter)

              DELAWARE                                52-1822078
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                Identification Number)

                        909 THIRD AVENUE, SUITE 2863
                          NEW YORK, NEW YORK 10022
                  (Address of principal executive offices)

             AMENDED AND RESTATED NTL 2004 STOCK INCENTIVE PLAN
                        NTL GROUP 2004 BONUS SCHEME
                      NTL INCORPORATED SHARESAVE PLAN

                         (Full title of the plans)

                             SCOTT E. SCHUBERT
                          CHIEF FINANCIAL OFFICER
                              NTL INCORPORATED
                        909 THIRD AVENUE, SUITE 2863
                          NEW YORK, NEW YORK 10022

                  (Name and address of agent for service)

                               (212) 906-8440
       (Telephone number, including area code, of agent for service)

                                              CALCULATION OF REGISTRATION FEE
========================================= =================== ====================== ==================== ===================
                                                                PROPOSED MAXIMUM      PROPOSED MAXIMUM
              TITLE OF SECURITIES            AMOUNT TO BE      OFFERING PRICE PER         AGGREGATE           AMOUNT OF
                TO BE REGISTERED          REGISTERED (1)(2)         SHARE (3)          OFFERING PRICE      REGISTRATION FEE
----------------------------------------- ------------------- ---------------------- -------------------- -------------------
Common Stock, par value $.01 per share    10,900,000 shares          $57.895           $631,055,500           $79,954.73
========================================= =================== ====================== ==================== ===================
(1)  This Registration Statement covers (i) 3,600,000 shares of common
     stock, par value $0.01 per share (the "Common Stock"), of NTL
     Incorporated that may be issued pursuant to the Amended and Restated
     NTL 2004 Stock Incentive Plan; (ii) 300,000 shares of Common Stock
     that may be issued pursuant to the NTL Group 2004 Bonus Scheme; and
     (iii) 7,000,000 shares of Common Stock that may be issued pursuant to
     the NTL Incorporated Sharesave Plan.

(2)  Includes  such  additional  number of shares as may be required in the
     event of a stock  split,  stock  dividend  or similar  transaction  in
     accordance  with Rule 416(a) of the Securities Act of 1933, as amended
     (the "Securities Act").

(3)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) of the Securities Act based upon the average
     of the high and low prices of the Common Stock, as quoted on the
     Nasdaq National Market on May 3, 2004.
EXPLANATORY NOTE

     This  Form S-8  Registration  Statement  relates  to an  aggregate  of
10,900,000  shares  of our  Common  Stock,  (i)  3,600,000  of which may be
offered pursuant to the Amended and Restated NTL 2004 Stock Incentive Plan;
(ii)  300,000 of which may be offered  pursuant to the NTL Group 2004 Bonus
Scheme;  and (iii)  7,000,000  of which may be offered  pursuant to the NTL
Incorporated Sharesave Plan.

                                   PART I

     The  documents  containing  information  specified  by  Part I of this
Registration Statement will be sent or given to participants in the Amended
and Restated NTL 2004 Stock Incentive Plan, the NTL Group 2004 Bonus Scheme
and the NTL  Incorporated  Sharesave  Plan as specified  in Rule  428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities  Act.  Such  documents are not required to be filed with the SEC
but  constitute  (along with the documents  incorporated  by reference into
this  Registration  Statement  pursuant  to  Item 3 of Part  II  hereof)  a
prospectus  that meets the  requirements of Section 10(a) of the Securities
Act.

     References  to "us,"  "our,"  "we" and "the  Company"  shall  mean NTL
Incorporated, a Delaware corporation.

                                  PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public reference room in Washington,  D.C. Please call the SEC
at  1-800-SEC-0330  for further  information on the public reference rooms.
Our SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov.  Reports,  proxy and  information  statements and other
information  concerning  us can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the termination of the offering:

     (a)  The  Company's  Annual  Report on Form 10-K for the  fiscal  year
          ended  December 31,  2003,  filed with the SEC on March 11, 2004;
          and

     (b)  The description of our Common Stock contained in our Registration
          Statement  on Form S-1 filed with the SEC on  February  13,  2004
          (File No. 333-112787).

     Item 4. Description of Securities

     Not  applicable.

     Item 5. Interests of Named Experts and Counsel

     Certain legal  matters with respect to the issuance of the  securities
offered hereby will be passed upon for us by Fried, Frank, Harris,  Shriver
& Jacobson LLP.

     Item 6. Indemnification of Directors and Officers

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
authorizes a corporation  to indemnify its directors,  officers,  employees
and agents against expenses,  including attorneys' fees,  judgments,  fines
and amounts paid in settlement  reasonably incurred,  including liabilities
under the Securities  Act,  provided they act in good faith and in a manner
reasonably  believed to be in or not opposed to the best  interests  of the
corporation, although in the case of proceedings brought by or on behalf of
the  corporation,  indemnification  is  limited  to  expenses  and  is  not
permitted if the individual is adjudged liable to the  corporation,  unless
the court  determines  otherwise.  Our amended and restated  certificate of
incorporation  and amended and restated  bylaws require us to indemnify our
officers and directors to the full extent permitted by Delaware law.

     Section  102(b)(7) of the DGCL  authorizes a  corporation  to limit or
eliminate its directors'  liability to the corporation or its  stockholders
for monetary damages for breaches of fiduciary  duties,  other than for (i)
breaches of the duty of loyalty;  (ii) acts or omissions  not in good faith
or that involve intentional  misconduct or knowing violations of law; (iii)
unlawful  payments of dividends,  stock purchases or  redemptions;  or (iv)
transactions from which a director derives an improper personal benefit.

     Section 145 of the DGCL  authorizes  a  corporation  to  purchase  and
maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or  agent  of the  corporation  against  any  liability
asserted  against  him  or  her  and  incurred  by him or her in his or her
capacity as a director,  officer, employee or agent of the corporation,  or
arising out of his or her status as a director,  officer, employee or agent
of the corporation.  Our amended and restated  certificate of incorporation
and amended and  restated  bylaws  provide  that we may, to the full extent
permitted by law,  purchase and maintain  insurance on behalf of any of our
directors,  officers, employees or agents against any liability that may be
asserted  against him or her and we currently  maintain this insurance.  We
have  liability  insurance  covering our  directors and officers for claims
asserted  against  them or incurred by them in their  capacity as directors
and  officers,  including  claims  brought  under the  Securities  Act.  In
addition,  we provide  indemnity  agreements to our officers and directors.
Under our bylaws  and these  indemnity  agreements,  we must  indemnify  an
indemnitee  to the  fullest  extent  permitted  by the DGCL for  losses and
expenses  incurred in  connection  with actions in which the  indemnitee is
involved  by reason of having  been a director  or officer of ours.  We are
also  obligated to advance  expenses an indemnitee  may incur in connection
with such actions before any resolution of the action.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

Exhibit No.               Description of Exhibit
-----------               ----------------------

4.1            Amended and Restated  Certificate  of  Incorporation  of NTL
               Communications Corp. (now NTL Incorporated) (Incorporated by
               reference to Exhibit 1 to our Registration Statement on Form
               8-A filed by NTL  Incorporated on January 10, 2003, File No.
               000-22616).

4.2            Amended  and  Restated  By-laws of NTL  Incorporated  (as of
               November 11, 2003) (Incorporated by reference to Exhibit 3.2
               to our Annual  Report on Form 10-K for the fiscal year ended
               December  31,  2003 filed by NTL  Incorporated  on March 11,
               2004, File No. 000-22616).

4.3            Rights  Agreement,  dated as of  January  10,  2003,  by and
               between NTL  Incorporated  and Continental  Stock Transfer &
               Trust Company, as Rights Agent (Incorporated by reference to
               Exhibit 4 to our Registration Statement on Form 8-A filed by
               NTL Incorporated on January 10, 2003, File No. 000-22616).

4.4            Amendment to Rights  Agreement,  dated as of  September  26,
               2003, by and between NTL Incorporated and Continental  Stock
               Transfer & Trust Company,  as Rights Agent  (Incorporated by
               reference to Exhibit 4.12 to our  Registration  Statement on
               Form S-1 filed on September 26, 2003, File No. 333-109194).

4.5            Amended  and   Restated  NTL  2004  Stock   Incentive   Plan
               (Incorporated  by  reference  to  Appendix  A to  our  Proxy
               Statement filed on April 8, 2004, File No. 000-22616).

4.6            NTL Group 2004 Bonus  Scheme  (Incorporated  by reference to
               Appendix  B to our Proxy  Statement  filed on April 8, 2004,
               File No. 000-22616).

4.7            NTL Incorporated  Sharesave Plan  (Incorporated by reference
               to Appendix C to our Proxy Statement filed on April 8, 2004,
               File No. 000-22616).

5.1*           Opinion of Fried,  Frank,  Harris,  Shriver &  Jacobson  LLP
               regarding the legality of the securities being registered.

23.1*          Consent of Fried,  Frank,  Harris,  Shriver &  Jacobson  LLP
               (included in Exhibit 5.1).

23.2*          Consent of Ernst & Young LLP.

24.1*          Power of Attorney  (included on the signature  page included
               in this Part II).

--------------------
*    filed herewith
Item 9. Undertakings

     The Company hereby undertakes:

     (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

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

          (ii) To reflect  in the  prospectus  any facts or events  arising
     after the effective  date of the  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 the registration statement; and

          (iii) To include any  material  information  with  respect to the
     plan of  distribution  not  previously  disclosed in the  registration
     statement  or  any  material   change  to  such   information  in  the
     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 such  post-effective  amendment is  contained  in periodic  reports
     filed or furnished to the SEC by the Company pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are  incorporated  by reference
     in the 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  which  remain  unsold  at  the
termination of the offering.

     The Company hereby  undertakes  that, for purposes of determining  any
liability  under the  Securities  Act, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where  applicable,  each filing of an employee benefit plan's annual report
pursuant to Section  15(d) of the  Exchange  Act) that is  incorporated  by
reference  in  the  registration  statement  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.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the  Company  has  been  advised  that  in  the  opinion  of the  SEC  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
Company of expenses incurred or paid by a director,  officer or controlling
person of the  Company 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 Company 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,  the  Company
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, on May 4, 2004.

                                       NTL Incorporated

                                       By: /s/ Scott E. Schubert
                                           ----------------------------
                                            Scott E. Schubert
                                            Chief Financial Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and directors of NTL  Incorporated,  a
Delaware  corporation,  hereby constitute and appoint Simon P. Duffy, Scott
E.  Schubert and Robert C. Gale,  and each of them,  as his true and lawful
attorney-in-fact   and  agent,   with  full  power  of   substitution   and
resubstitution,  for  him in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all amendments to this Registration  Statement
and any and all  documents in connection  therewith,  and to file the same,
with all exhibits thereto, and all documents in connection therewith,  with
the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing  requisite  and  necessary to be done in and about the  premises,  as
fully to all  intents and  purposes as he might or could do in person,  and
hereby ratifies,  approves and confirms all that his said  attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.
Signature                                   Title                                               Date
---------                                   -----                                               ----
                                            Chief Executive Officer and
By:  /s/  Simon P. Duffy                    Director                                         May 4, 2004
     -------------------------              (principal executive officer)
      Simon P. Duffy

By:  /s/  Scott E. Schubert                 Chief Financial Officer                          May 4, 2004
     ------------------------               (principal financial officer)
        Scott E. Schubert

By:  /s/  Robert C. Gale                    Vice President-Controller (principal             May 6, 2004
     -----------------------                accounting officer)
        Robert C. Gale

By:  /s/  James F. Mooney                   Chairman                                         May 4, 2004
     ----------------------
       James F. Mooney

By:  /s/  Edwin M. Banks                    Director                                         May 5, 2004
     -----------------------
        Edwin M. Banks

By:  /s/  Jeffrey D. Benjamin               Director                                         May 4, 2004
     ------------------------
       Jeffrey D. Benjamin

By:  /s/  David Elstein                     Director                                         May 5, 2004
     -------------------------
        David Elstein

By:  /s/  Charles K. Gallagher              Director                                         May 6, 2004
     -------------------------
       Charles K. Gallagher

By:  /s/  William R. Huff                   Director                                         May 5, 2004
     ---------------------------
        William R. Huff

By:                                         Director
     ---------------------------
        Brett G. Wyard

By:  /s/  George R. Zoffinger               Director                                         May 6, 2004
     -------------------------
        George R. Zoffinger
Index to Exhibits

Exhibit No.               Description of Exhibit
-----------               ----------------------

4.1            Amended and Restated  Certificate  of  Incorporation  of NTL
               Communications Corp. (now NTL Incorporated) (Incorporated by
               reference to Exhibit 1 to our Registration Statement on Form
               8-A filed by NTL  Incorporated on January 10, 2003, File No.
               000-22616).

4.2            Amended  and  Restated  By-laws of NTL  Incorporated  (as of
               November 11, 2003) (Incorporated by reference to Exhibit 3.2
               to our Annual  Report on Form 10-K for the fiscal year ended
               December  31,  2003 filed by NTL  Incorporated  on March 11,
               2004, File No. 000-22616).

4.3            Rights  Agreement,  dated as of  January  10,  2003,  by and
               between NTL  Incorporated  and Continental  Stock Transfer &
               Trust Company, as Rights Agent (Incorporated by reference to
               Exhibit 4 to our Registration Statement on Form 8-A filed by
               NTL Incorporated on January 10, 2003, File No. 000-22616).

4.4            Amendment to Rights  Agreement,  dated as of  September  26,
               2003, by and between NTL Incorporated and Continental  Stock
               Transfer & Trust Company,  as Rights Agent  (Incorporated by
               reference to Exhibit 4.12 to our  Registration  Statement on
               Form S-1 filed on September 26, 2003, File No. 333-109194).

4.5            Amended  and   Restated  NTL  2004  Stock   Incentive   Plan
               (Incorporated  by  reference  to  Appendix  A to  our  Proxy
               Statement filed on April 8, 2004, File No. 000-22616).

4.6            NTL Group 2004 Bonus  Scheme  (Incorporated  by reference to
               Appendix  B to our Proxy  Statement  filed on April 8, 2004,
               File No. 000-22616).

4.7            NTL Incorporated  Sharesave Plan  (Incorporated by reference
               to Appendix C to our Proxy Statement filed on April 8, 2004,
               File No. 000-22616).

5.1*           Opinion of Fried,  Frank,  Harris,  Shriver &  Jacobson  LLP
               regarding the legality of the securities being registered.

23.1*          Consent of Fried,  Frank,  Harris,  Shriver &  Jacobson  LLP
               (included in Exhibit 5.1).

23.2*          Consent of Ernst & Young LLP.

24.1*          Power of Attorney  (included on the signature  page included
               in this Part II).

--------------------
*    filed herewith