AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 2004

                                                REGISTRATION NO. 333- __________
================================================================================
                               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              909 THIRD AVENUE, SUITE 2863          52-1822078
(State or other             NEW YORK, NEW YORK 10022         (I.R.S. Employer
jurisdiction of               (Address of principal       Identification Number)
incorporation or               executive offices)
 organization)


     EMPLOYMENT ARRANGEMENTS BETWEEN THE COMPANY AND A CERTAIN EMPLOYEE
                         (Full title of the plans)

                               BRYAN H. HALL
                              GENERAL COUNSEL
                              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
<TABLE>
<CAPTION>
=========================================================================================================================
                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
           TITLE OF SECURITIES              AMOUNT TO BE      OFFERING PRICE         AGGREGATE           AMOUNT OF
            TO BE REGISTERED              REGISTERED(1)(2)    PER SHARE (3)       OFFERING PRICE     REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>              <C>                    <C>
Common Stock, par value $.01 per share      6,665 shares          $54.05           $360,243.25            $45.64
=========================================================================================================================
</TABLE>

(1)  This Registration Statement covers shares that were issued to a
     certain employee pursuant to his employment arrangements with us.

(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 September 1, 2004.

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


Pursuant to Instruction E of Form S-8 and Rule 429 under the Securities Act
of 1933, this Registration Statement on Form S-8 contains a combined
prospectus that also relates to and amends Registration Statement No.
333-115881 on Form S-8 previously filed by the Registrant on May 26, 2004.

                              EXPLANATORY NOTE

     This Form S-8 Registration Statement relates to an aggregate of 6,665
shares of our common stock issued to one of our employees pursuant to his
employment arrangement with us.



<PAGE>





                              NTL INCORPORATED

                       [GRAPHIC OMITTED - NTL LOGO]
                       106,663 SHARES OF COMMON STOCK

This prospectus relates to 106,663 shares of common stock, par value $0.01
per share, of NTL Incorporated which may be offered from time to time by
the selling stockholder identified under the caption "Selling Stockholder"
in this prospectus for his own account. The selling stockholder acquired
the shares covered by this prospectus in connection with his employment
with us. The total number of 106,663 shares to be offered and sold by the
selling stockholder identified in this prospectus relate to:

  o  99,998 shares of our common stock previously registered on our Form
     S-8 Registration Statement (File No. 333-115881) filed with the SEC on
     May 26, 2003, with the remaining 70,236 shares that had been
     previously registered on the registration statement having been sold
     by the selling stockholder; and

  o  6,665 shares of our common stock granted to the selling stockholder as
     described more fully in "Selling Stockholder" below.

     The shares are "restricted securities" under the Securities Act of
1933, as amended. This prospectus has been prepared for the purpose of
registering the shares of common stock under the Securities Act to allow
for future sales by the selling stockholder, on a continuous or delayed
basis, to the public without restriction.

     All or a portion of the shares offered hereby may be offered for sale,
from time to time, on the Nasdaq National Market, or otherwise, at prices
and on terms then obtainable. All brokers' commissions or discounts will be
paid by the selling stockholder. However, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this prospectus. See
"Plan of Distribution."

     The selling stockholder will receive all of the net proceeds from
sales of the shares registered pursuant to this prospectus and will pay all
underwriting discounts and selling commissions, if any, applicable to those
sales. We will not receive any proceeds from sales of any of these shares.

     This prospectus contains a general description of the shares of common
stock which may be offered and sold. The selling stockholder may
periodically sell these shares directly or through agents, underwriters or
dealers.

     Our common stock is currently listed on the Nasdaq National Market
under the symbol "NTLI." On September 7, 2004, the closing price for our
common stock on the Nasdaq National Market was $55.03.

     WE URGE YOU TO CAREFULLY READ THE "RISK FACTORS" SECTION BEGINNING ON
PAGE 3, WHERE WE DESCRIBE RISKS ASSOCIATED WITH OUR COMMON STOCK, BEFORE
YOU MAKE YOUR INVESTMENT DECISION.

     Neither the Securities and Exchange Commission, which we refer to in
this prospectus as the SEC, nor any state securities commission has
approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

             The date of this prospectus is September 9, 2004.

<PAGE>

                             TABLE OF CONTENTS

                                                                           Page
                                                                           ----


About this Prospectus........................................................ii
Where You Can Find More Information; Incorporation of Information by
  Reference..................................................................ii
Forward-Looking Statements...................................................iv
Presentation of Information..................................................iv
The Company...................................................................1
The Offering..................................................................2
Risk Factors..................................................................3
Use of Proceeds..............................................................15
Selling Stockholder..........................................................16
Plan of Distribution.........................................................18
Legal Matters................................................................21
Experts......................................................................21




<PAGE>


     You should rely only on the information contained, or incorporated by
reference, in this prospectus. We have not authorized any other person to
provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are
not making an offer of securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in
this prospectus is accurate as of the date on the front cover of this
prospectus only. Our business, financial condition, results of operations
and prospects may have changed since that date.

                           ABOUT THIS PROSPECTUS

     This prospectus provides you with a general description of the
securities the selling stockholder may offer. You should read this
prospectus together with additional information described under the next
heading "Where You Can Find More Information; Incorporation of Information
by Reference."

                    WHERE YOU CAN FIND MORE INFORMATION;
                 INCORPORATION OF INFORMATION BY REFERENCE


     We are currently subject to the information requirements of the
Securities Exchange Act of 1934, as amended, or the Exchange Act. We file
reports, proxy statements and other information under the Exchange Act with
the SEC. This prospectus constitutes a part of a registration statement on
Form S-8 which we have filed with the SEC under the Securities Act, but
omits certain information as permitted by SEC rules. You may read these
reports, proxy statements, the related exhibits and the other materials,
including registration statements, we file with the SEC at the public
reference facilities the SEC maintains at:

  The Woolworth Building        Judiciary Plaza       Northwestern Atrium Center
       233 Broadway                Room 1024                  Suite 1400
    New York, NY 10279      450 Fifth Street, N.W.     500 West Madison Street,
                            Washington, D.C. 20549         Chicago, IL 60661


     You may obtain information regarding the operations of the public
reference facilities by calling the SEC at 1-806-SEC-0330. The SEC
maintains a website that contains these documents and other information
regarding us. The address of the SEC's website is http://www.sec.gov.

     This prospectus does not contain all of the information that you may
need to make an investment decision. Some parts of the prospectus are
omitted as allowed by the rules and regulations of the SEC. The SEC also
allows us to "incorporate by reference" the information which we file with
it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and later information that we
file with SEC will automatically update and supersede this information. The
updated and superseded information does not, except as so modified or
superseded, constitute part of this prospectus. We incorporate by reference
in this prospectus the documents listed below:

     o    Annual Report on Form 10-K for the year ended December 31, 2003,
          filed with the SEC on March 11, 2004;

     o    Quarterly Report on Form 10-Q for the quarter ended March 31,
          2004, filed with the SEC on May 7, 2004;

     o    Quarterly Report on Form 10-Q for the quarter ended June 30,
          2004, filed with the SEC on August 6, 2004;

     o    The description of our common stock contained in our Registration
          Statement on Form 8-A, filed with the SEC on January 10, 2003, as
          this description may be updated in any amendment to Form 8-A;

     o    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);

     o    Current reports on Forms 8-K:

          o    dated March 4, 2004, relating to our press release
               announcing our refinancing transaction;

          o    dated March 19, 2004, relating to our press release
               announcing the launch of our recent refinancing transaction;

          o    dated April 5, 2004, relating to our press release
               announcing the pricing of the (pound)375 million aggregate
               principal amount of 9.75% senior notes due 2014, $425
               million aggregate principal amount of 8.75% senior notes due
               2014, (euro)225 million aggregate principal amount of 8.75%
               senior notes due 2014, and $100 million aggregate principal
               amount of floating rate senior notes due 2012 issued by NTL
               Cable PLC, or NTL Cable, as part of our refinancing
               transaction;

          o    dated April 7, 2004, relating to our press release regarding
               the consolidation of our 13 customer call centers;

          o    dated April 16, 2004, relating to our press release
               announcing the closing of our refinancing transaction;

          o    dated April 20, 2004, regarding the filing of copies of
               principal agreements relating to our refinancing transaction
               with the SEC;

          o    dated April 22, 2004, regarding the redemption of the 10%
               Senior Sterling Notes due 2008 and 9?% Senior Notes due 2008
               of Diamond Holdings Limited, a wholly-owned subsidiary of
               Diamond Cable Communications Limited, and the 11.2% Senior
               Discount Debentures of NTL (Triangle) LLC, as part of our
               refinancing transaction; and

          o    dated September 7, 2004, regarding senior management
               changes.

     We also incorporate by reference any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the
selling stockholders sell all the securities offered under this prospectus
or this offering terminates.

     Statements contained in this prospectus as to the contents of any
contract or other documents referred to, or incorporated by reference, in
this prospectus are not necessarily complete, and, where the contract or
other document is an exhibit to a registration statement or other SEC
filing, each statement is qualified in all respects by the provisions of
the exhibit, to which reference is now made.

     You may request a copy of any of our filings, at no cost, by writing
or telephoning:

Patti Leahy                                 Virginia Ramsden
NTL Incorporated--Investor Relations        NTL Incorporated--Investor Relations
909 Third Avenue                            76 Hammersmith Road
Suite 2863                                  London W14 8UD
New York, New York 10022                    United Kingdom
United States                               Tel: +44 (0) 20 7967 3338
Tel: +1 610 667 5554                        Fax: +44 (0) 20 7967 3322
Fax: +1 270 569 2629
              For general inquiries concerning us please call:
                            +44 (0) 12 5675 2000


     We also include information on our world wide web site which is
www.ntl.com. The information on our website is not part of this prospectus
and is not incorporated by reference into this prospectus.

                         FORWARD-LOOKING STATEMENTS

     Various statements contained, or incorporated by reference, in this
prospectus constitute "forward-looking statements" as that term is defined
under the Private Securities Litigation Reform Act of 1995. When used, the
words "believe," "anticipate," "should," "intend," "plan," "will,"
"expects," "estimates," "projects," "positioned," "strategy," and similar
expressions identify these forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or
achievements or industry results to be materially different from those
contemplated, projected, forecasted, estimated or budgeted, whether
expressed or implied, by these forward-looking statements. These factors
include those set forth in the section of this prospectus captioned "Risk
Factors" beginning on page 3, for example:

     o    potential adverse developments with respect to our liquidity or
          results of operations;

     o    our significant debt payments and other contractual commitments;

     o    our ability to fund and execute our business plan;

     o    our ability to generate cash sufficient to service our debt;

     o    the impact of new business opportunities requiring significant
          up-front investments;

     o    our ability to attract and retain customers, increase our overall
          market penetration and react to competition from providers of
          alternative services;

     o    our ability to integrate our billing systems;

     o    our significant management changes since our emergence from
          Chapter 11 reorganization;

     o    our ability to develop and maintain back-up for our critical
          systems;

     o    our ability to respond adequately to technological developments;

     o    our ability to maintain contracts that are critical to our
          operations;

     o    our ability to continue to design networks, install facilities,
          obtain and maintain any required governmental licenses or
          approvals and finance construction and development, in a timely
          manner at reasonable costs and on satisfactory terms and
          conditions;

     o    interest rate and currency exchange rate fluctuations; and

     o    the impact of our recent reorganization and subsequent
          organizational restructuring.

     We assume no obligation to update the forward-looking statements
contained, or incorporated by reference, in this prospectus to reflect
actual results, changes in assumptions or changes in factors affecting
these statements.

                        PRESENTATION OF INFORMATION

     The terms "NTL," the "company," "we," "our" and "us" refer to NTL
Incorporated and all of its consolidated subsidiaries unless the context
suggests otherwise. The term "you" generally refers to a prospective
purchaser of our common stock.



<PAGE>




                                THE COMPANY

     We are a leading broadband and communications services company in the
UK and the Republic of Ireland based on total residential subscriber
numbers. We provide our services to our customers through five reportable
segments.

     o    ntl: home provides residential telephone, cable television and
          Internet services, as well as wholesale Internet access solutions
          to internet service providers in the UK.

     o    ntl: business provides data, voice and Internet services to large
          businesses, public sector organizations and small- and
          medium-sized enterprises located near our existing residential
          broadband network in the UK.

     o    ntl: broadcast provides digital television, or DTV, analog
          television, or ATV, and radio broadcast transmission services,
          network management, tower site rental and satellite and media
          services, as well as radio communications to public safety
          organizations, in the UK.

     o    ntl: carriers provides national and international communications
          transport services to communications companies in the UK and the
          Republic of Ireland.

     o    ntl: Ireland provides primarily cable television services, as
          well as telephone and Internet services, to residential customers
          and television, data, voice and Internet services to business
          customers in the Republic of Ireland.

     Our reportable segments are supported by various central shared
services, including ntl: networks, which manages our UK national network.
Other shared services include finance, information technology, or IT, and
human resources. ntl: Ireland relies upon these central shared services to
a lesser extent than our other reportable segments. Stock-based
compensation expense forms a component of central shared services.



<PAGE>

                                THE OFFERING

Issuer............................  NTL Incorporated

Securities Offered by the Selling   106,663 shares common stock, par value

Stockholder.......................  $0.01 per share.

Common Stock Outstanding..........  87,577,986 shares as of August 26, 2004

Voting Rights ....................  Holders of our common stock have one vote
                                    per share.

Use of Proceeds...................  We will not receive any proceeds from the
                                    sale of common stock sold pursuant to this
                                    prospectus. The selling stockholder will
                                    receive all the proceeds from the sale of
                                    common stock sold pursuant to this
                                    prospectus.

Nasdaq Symbol.....................  Our common stock currently trades under the
                                    symbol "NTLI" on the Nasdaq National Market.

Risk Factors......................  Please refer to the section of this
                                    prospectus entitled "Risk Factors"
                                    beginning on page 3 for a discussion of
                                    risks that you should consider carefully
                                    before deciding to invest in shares of our
                                    common stock.

<PAGE>


                                RISK FACTORS

     An investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below before deciding to
invest in our common stock. In assessing these risks, you should also refer
to the other information contained, or incorporated by reference, in this
prospectus, including the financial statements and related notes. The
following risks and uncertainties are not the only ones we face. Additional
risks and uncertainties that are not currently known to us or that we
currently consider immaterial could also impair our business, financial
condition and results of operations. Various statements in this prospectus,
including the following risk factors, constitute forward-looking
statements. Please refer to the section of this prospectus entitled
"Forward-Looking Statements."

RISKS RELATED TO OUR COMPANY

WE HAVE HISTORICALLY INCURRED LOSSES AND MAY NOT BE PROFITABLE IN THE FUTURE.

     We have incurred substantial losses historically and expect to
continue to incur substantial losses. We had net losses for the six months
ended June 30, 2004 of $568.8 million and net losses for the years ended
December 31:

     o    2003 of $954.2 million;

     o    2002 of $2,375.8 million; and

     o    2001 of $11,837.0 million, which includes an asset impairment
          charge of $8,160.6 million.

     As of December 31, 2002, our accumulated deficit was $18,568.0
million. On January 10, 2003, we emerged from reorganization under Chapter
11 of the U.S. Bankruptcy Code and adopted fresh-start reporting. At that
time, our assets and liabilities were revalued. As of December 31, 2003,
our accumulated deficit was $954.2 million. As of June 30, 2004, our
accumulated deficit was $1,523.0 million.

     We cannot be certain that we will achieve or sustain profitability in
the future. Failure to achieve profitability could diminish our ability to
sustain operations, meet financial covenants, obtain additional required
funds and make required payments on our present or future indebtedness.

WE HAVE ONLY RECENTLY BEGUN TO GENERATE POSITIVE CASH FLOW.

     Pursuant to U.S. GAAP, we measure cash flow as all changes affecting
cash in the activities of operations, investments and financing.
Historically, construction costs, operating expenditures and interest costs
have contributed to our negative cash flow. We had negative cash flow of
$612.0 million for the six months ended June 30, 2004, principally due to
the net cash used in financing activities of $661.5 million which mainly
related to our refinancing transaction completed in April 2004 and to our
voluntary repayments of debt in the first quarter. We had positive cash
flow of $155.2 million for the year ended December 31, 2003 principally due
to the net proceeds of $1,367 million from our rights offering. We had
negative cash flow of $46.7 million for the six months ended June 30, 2003,
principally due to the purchase of fixed assets. We believe that our cash
on hand, together with cash from operations and, if required, further
drawdowns from the (pound)250 million revolving tranche of our new credit
facility, will be sufficient to meet our cash requirements through June 30,
2005. We cannot be certain that we will sustain positive cash flow in the
future, which could adversely affect our ability to sustain our business
plan.

OUR BUSINESS IS CAPITAL INTENSIVE AND WE MAY NOT HAVE ACCESS TO CASH TO FUND
OUR FUTURE CAPITAL EXPENDITURES.

     Our business requires substantial capital expenditures on a continuing
basis for various purposes, including:

     o    expanding, maintaining and upgrading our network;

     o    investing in new customer acquisitions; and

     o    offering new services.

     From time to time, we also need to make capital expenditures for
particular projects like integrating our billing and customer service
systems. For the period from July 1, 2004 through June 30, 2005, we expect
to spend between (pound)330 million and (pound)370 million, or between $600
million and $670 million, on acquiring fixed assets. We believe that our
cash on hand, together with cash from operations and, if required,
drawdowns under the (pound)250 million revolving tranche of our new credit
facility, will be sufficient for our cash requirements through June 2005.

FAILURE TO CONTROL CUSTOMER CHURN MAY ADVERSELY AFFECT OUR FINANCIAL
PERFORMANCE.

     The successful implementation of our business plan depends upon us
controlling our customer churn. Customer churn is a measure of customers
who stop taking our services. An increase in customer churn can lead to
increased costs and reduced revenues. In order to control customer churn,
we aim to improve our customer service. If we fail to deliver a
satisfactory level of customer service, this could contribute to an
increase in customer churn. It will be difficult to improve customer
service without an integrated billing system and customer database across
our entire network, which we do not presently have. Although we are in the
process of integrating our billing systems and customer databases, there
can be no assurance that we will be successful in achieving our goal. The
changeover to a new customer database may cause billing errors which can
lead to customer churn. If we are not successful in integrating these
systems, we could experience an adverse effect on customer service and, in
turn, an increase in our customer churn rate. In addition, our customer
churn rate may also increase if we are unable to deliver our services over
our network without interruption.

     Our ability to control customer churn could also be adversely affected
by the availability of competing services in the UK, like the digital
satellite services offered by BSkyB, and digital terrestrial television
services like Freeview, a joint venture owned by the BBC, Crown Castle
International and BSkyB. Competing services also include telephone, dial-up
Internet and broadband Internet services offered by BT Group plc, or BT, or
third parties who resell some of BT's services. BT and BSkyB have regularly
launched joint campaigns to entice our customers to move to these competing
services. As we attempt to migrate customers to our DTV services, it is
possible that some of our customers may move to our competitors. In
addition, as our ATV or dial-up Internet customers choose to migrate to DTV
or broadband Internet services in areas where we do not have an adequate
network, we may lose these customers to competitors that can provide these
services. For example, of the approximately 1.5 million homes passed by our
network in London, we are not able to offer broadband Internet to
approximately 815,000 homes. However, broadband Internet is being offered
in this area by some of our competitors. Some of our customers in this area
currently use our dial-up Internet services, and may also use our telephone
or television services. These customers may discontinue some or all our
services if they decide to use the broadband Internet services provided by
our competitors. In particular, on August 24, 2004, Wanadoo launched a
competitive high-speed broadband Internet service in the UK. Wanadoo is
owned by France Telecom, which holds a significant number of Series A
warrants to purchase our common stock.

WE COULD EXPERIENCE AN ADVERSE EFFECT ON OUR CUSTOMER SERVICE, CUSTOMER
ACQUISITIONS, CUSTOMER CHURN RATE AND OPERATING COSTS IF WE DO NOT
SUCCESSFULLY INTEGRATE OUR VARIOUS BILLING AND OPERATION PLATFORMS IN A
TIMELY MANNER.

     As a result of our growth through acquisitions, we inherited numerous
billing and customer service systems. We are in the process of integrating
our various billing systems and customer databases to improve our customer
service and our collections. It is possible that billing errors and other
customer service problems will occur during this integration, potentially
resulting in increased customer churn. In addition, we cannot be certain
that this integration project will be successful. If the full integration
of our billing and customer service systems is not successful, we could
experience an adverse effect on our customer service, customer
acquisitions, customer churn rate and costs of maintaining these systems
going forward. We have attempted to integrate our billing systems in the
past, but previous integration projects were not completed.

FAILURE TO MARKET BROADBAND INTERNET SERVICES SUCCESSFULLY WILL ADVERSELY
IMPACT OUR REVENUE AND RESULTS OF OPERATIONS.

     A significant component of our strategy is to successfully market
broadband Internet services to residential customers. We believe that our
"triple play" offering of telephone service, broadband access to the
Internet and digital television will prove attractive to our existing
customer base and allow us to increase our average revenue per user, or
ARPU. However, broadband Internet usage by residential customers remains a
relatively new and underdeveloped market. As of June 30, 2004, out of
approximately 6.8 million homes currently able to receive broadband
Internet service from us, we had approximately 1.1 million residential
customers receiving this service. In addition, we face significant
competition in these markets through alternative Internet access media,
including digital subscriber line, or DSL, services offered by companies
like BT and Freeserve and dial-up services offered by many companies,
including America Online. If customers are not prepared to pay a premium
for broadband Internet access, compared to less expensive slower speed
services like dial-up Internet access, we may not be able to successfully
market broadband Internet services. If we are unable to charge prices for
broadband Internet services that are anticipated in our business plan in
response to competition or if our competition delivers better services to
our customers, our results of operations will be adversely affected.

WE ARE SUBJECT TO TAXATION IN MULTIPLE JURISDICTIONS.

     We are subject to taxation in the U.S., the UK and the Republic of
Ireland. Our effective tax rate and tax liability will be affected by a
number of factors, like the amount of taxable income in particular
jurisdictions, the tax rates in these jurisdictions, tax treaties between
jurisdictions, the extent to which we transfer funds to and repatriate
funds from our subsidiaries, and future changes in the law. Our tax
liability will be dependent upon our operating results and the manner in
which our operations are funded. Generally, the tax liability for each
legal entity is determined either on a non-consolidated basis or on a
consolidated basis only with other entities incorporated in the same
jurisdiction. In either case, our tax liability is determined without
regard to the taxable losses of non-consolidated affiliated entities. As a
result, we may pay income taxes in one jurisdiction for a particular period
even though on an overall basis we incur a net loss for that period.

WE HAVE HISTORICALLY HAD A DEFICIENCY OF EARNINGS TO FIXED CHARGES AND OUR
EARNINGS IN THE FUTURE MAY NOT BE SUFFICIENT TO COVER THOSE FIXED CHARGES.

     For the six months ended June 30, 2004, and the years ended December
31, 2003, 2002, 2001, 2000 and 1999, our earnings were insufficient to
cover fixed charges. The deficiency was approximately $568.8 million for
the six months ended June 30, 2004, $959.6 million for the year ended
December 31, 2003, $2,447.8 million for the year ended December 31, 2002,
$11,786.6 million for the year ended December 31, 2001, $2,563.1 million
for the year ended December 31, 2000 and $785.2 million for the year ended
December 31, 1999. Fixed charges consist of interest expense, including
capitalized interest, amortization of fees related to debt financing and
rent expense deemed to be interest. Our earnings in the future may not be
sufficient to cover those fixed charges.

OUR INTERNAL CONTROLS NEED TO BE IMPROVED.

     Following our emergence from Chapter 11 reorganization, we undertook
an examination of a number of our internal controls and procedures. From
that examination, we determined that some of our controls and procedures
should be improved. For example, as a result of our historical growth
through acquisitions, our internal control systems are derived from
disparate businesses. We identified the need to improve the documentation
of our detailed accounting policies and procedures to ensure that they are
consistently applied throughout our business. We also identified the need
to improve our procedures for reconciling between our telephone call data
records and billing systems and the need for a comprehensive disaster
recovery plan.

     In addition, we are examining methods for improving management's
control of operations by developing consistent policies for the procurement
and management of contracts with third-party vendors. Furthermore, we are
working to improve our operating practice and procedures relating to
budgeting, authorizing, monitoring and appraising major projects. Although
we have policies in place, we are working to ensure that they are
consistently applied.

     Pursuant to the Sarbanes-Oxley Act of 2002, we will be required to
include in our Form 10-K filings, beginning with our Form 10-K for the year
ending December 31, 2004, a report by our management as to the
effectiveness of our internal controls over financial reporting and our
independent auditors will be required to attest to and report on this
evaluation by management. We have set up a project team that is working to
document, evaluate and test our internal controls to enable our management
to report that we have effective internal controls over financial reporting
at December 31, 2004. There can be no assurance that we will achieve this
objective. In particular, as we complete the integration of our billing
systems, we may temporarily experience periods of ineffectiveness over
internal controls over financial reporting relating to these systems.

WE ARE SUBJECT TO SIGNIFICANT COMPETITION IN EACH OF OUR REPORTABLE
SEGMENTS AND WE EXPECT THAT COMPETITION WILL INTENSIFY.

     BT and BSkyB dominate some of the markets in which we operate our
telephone and television services. These competitors each have very large
market shares and generally have fewer financial and operating constraints
than we have. As existing technology develops and new technologies emerge,
we believe that competition will intensify in each of our business areas.
For example, mobile telephone services are becoming increasingly popular as
an alternative to fixed line services like ours. In addition, the
imposition of carrier pre-select on BT is encouraging new companies to
enter the telephone resale market which will increase pricing pressure on
our telephone services. In the digital television market, Freeview is
expected to launch a low-cost pay-TV service that may compete for digital
television customers. Also, BT, or a third party to whom BT resells
capacity may provide program content like video-on-demand over the BT DSL
network. Some of our competitors have substantially greater financial and
technical resources than we have. Moreover, we may be required to reduce
prices if our competitors reduce prices or as a result of any other
downward pressure on prices for telecommunications services. For example,
BT recently announced plans to reduce the price of calls by about 10% for
approximately 6 million of its telephone customers. Any reduction in our
prices could have an adverse effect on our results of operations and
financial condition.

     In addition, BSkyB has access to various movie and sports programming
content that is used to create some of the most popular pay-TV channels in
the UK. While we carry several of those channels on our systems, we are
dependent upon BSkyB to provide us with this content. The Office of Fair
Trading, or OFT, has determined that BSkyB was dominant in some wholesale
premium pay-TV markets in the UK, specifically in its offering of various
sports content and premium pay-TV movie channels. Although this
determination of "dominance" could constrain BSkyB in its pricing of these
channels, the current pricing for this content remains unfavorable to us.
We and BSkyB have reached agreement on the main principles of a marketing
incentive scheme that will provide us with improved economic terms based on
increased sales of BSkyB's premium movie and sports channels. Conclusion of
this deal is subject to various matters, including the negotiation of a
long form carriage agreement. There can be no assurance that we will enter
into a definitive agreement with BSkyB, that any changes to the existing
pricing arrangements will be made and if made, that any changes will prove
beneficial to us.

     Our contract with BSkyB for the supply of its basic channels expires
in 2006. If it is not renewed, this could result in a loss of present
customers or make it more difficult for us to attract new customers and
this could have a material adverse effect on our business and financial
condition.

WE HAVE EXPERIENCED SIGNIFICANT CHANGES IN OUR SENIOR MANAGEMENT AND OUR
MANAGEMENT TEAM HAS BEEN TOGETHER FOR A LIMITED TIME.

     A small number of key executive officers manage our businesses. Since
completion of the Plan, there have been a number of changes in our senior
management team. On September 7, 2004, we announced that Scott E. Schubert,
our current chief financial officer, would assume the position of Executive
Vice President--Corporate Development and that Jacques Kerrest would
succeed Mr. Schubert as chief financial officer, effective as of September
20, 2004. Mr. Schubert and , James F. Mooney, our chairman, joined us in
March 2003. In April 2003, Simon P. Duffy joined us as our chief operating
officer. In August 2003, Barclay Knapp resigned as our president and chief
executive officer and was replaced by Mr. Duffy. The loss of one or more of
our executive officers could have a material adverse effect on us. A number
of other executive officers, who were based in New York, also resigned in
2003. The responsibilities of these persons were delegated to existing and
new employees.

     Because of these management departures, additions and changes in
roles, our current management team has not worked together in their current
positions for a significant length of time and may not be able to work
together effectively in these new positions to successfully develop and
implement our business strategies. In addition, as a result of these
management changes, management may need to devote significant attention and
resources to preserve and strengthen relationships with employees and
customers. All members of our management team will need to overcome the
challenges created by any vacancies in our senior management positions that
remain unfilled. We believe that our future success will depend in large
part on our continued ability to attract and retain highly skilled and
qualified personnel. Although we have entered into employment contracts
with most of our executive officers, those contracts cannot prevent these
individuals from resigning. In most cases, if an individual does resign, he
is bound by non-compete clauses which may or may not discourage the
individual from leaving.

     If our new management team is unable to develop successful business
strategies, achieve our business objectives or maintain effective
relationships with employees and customers, our ability to grow our
business and successfully meet operational challenges could be impaired.

A CATASTROPHE AT ONE OR MORE OF THE LOCATIONS WHERE OUR CRITICAL CABLE
NETWORK SYSTEMS ARE HOUSED COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.

     Our business is dependent on many sophisticated critical systems,
which support all of the various aspects of our cable network operations.
The hardware supporting a large number of critical systems for our cable
network is housed in a relatively small number of locations. If one or more
of these locations were to be subject to fire, natural disaster, terrorism
including electronic sabotage, power loss or other catastrophe, we would
not be able to pass transmission signals over our cable network. This would
cause serious harm to our business. Although we have disaster recovery
plans in respect of our ntl: networks and the network of ntl: broadcast
which are designed to prevent or mitigate a potential failure, we cannot
assure you that any disaster recovery, security and service continuity
protection measures we have, or may take, in the future will be sufficient.
In addition, although we build our cable network in resilient rings to
ensure the continuity of network availability in the event of any damage to
our underground fibers, it is likely that no transmission signals will be
able to pass if any ring is cut twice. In particular, a portion of our
Irish operation is dependent upon our Sirius undersea ring connecting the
Republic of Ireland to the UK.

FAILURE IN OUR TECHNOLOGY OR TELECOMMUNICATIONS SYSTEMS COULD SIGNIFICANTLY
DISRUPT OUR OPERATIONS, WHICH COULD REDUCE OUR CUSTOMER BASE AND RESULT IN
LOST REVENUES.

     Our success depends, in part, on the continued and uninterrupted
performance of our IT systems as well as our customer service centers. Our
computer systems are vulnerable to damage from a variety of sources,
including telecommunications failures, malicious human acts and natural
disasters. Moreover, despite security measures, our servers are potentially
vulnerable to physical or electronic break-ins, computer viruses and
similar disruptive problems. Despite the precautions we have taken,
unanticipated problems affecting our systems could cause failures in our IT
systems, including systems that are critical for timely and accurate
customer billing, or our customer service centers. Sustained or repeated
system failures that interrupt our ability to provide service to our
customers or otherwise meet our business obligations in a timely manner
would adversely affect our reputation and result in a loss of customers and
net revenue. Although some of our IT systems are covered by a disaster
recovery plan, we are currently developing a comprehensive disaster
recovery plan for all of our IT systems in conjunction with the integration
of our customer and billing databases. We cannot assure you that our
existing disaster recovery plan will be sufficient, nor whether any changes
to that plan could be implemented on a timely basis, or at all, and if
implemented will be sufficient.

WE DO NOT INSURE THE UNDERGROUND PORTION OF OUR CABLE NETWORK AND VARIOUS
PAVEMENT-BASED ELECTRONICS ASSOCIATED WITH OUR CABLE NETWORK.

     We obtain insurance of the type and in the amounts that we believe are
customary for similar companies. Consistent with this practice, we do not
insure the underground portion of our cable network or various
pavement-based electronics associated with our cable network. Substantially
all of our cable network is constructed underground. As a result, any
catastrophe that affects our underground cable network or our
pavement-based electronics could prevent us from providing services to our
customers and result in substantial uninsured losses.

THE TELECOMMUNICATIONS INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES
AND WE CANNOT PREDICT THE EFFECT OF ANY CHANGES ON OUR BUSINESSES.

     The services we provide our customers may become outdated due to
technological breakthroughs rendering our services out of date. In
addition, our business plan contemplates the introduction of services using
new technologies. Our investments in those new services, like those related
to the third generation, or 3G, mobile network, may prove premature. We may
not realize anticipated returns on these new products. The cost of
implementation of emerging and future technologies could be significant.
Our ability to fund this implementation may depend on our ability to obtain
additional financing.

OUR PROSPECTS WILL DEPEND, IN PART, ON OUR ABILITY TO CONTROL OUR COSTS
WHILE MAINTAINING AND IMPROVING OUR SERVICE LEVELS.

     As a result of capital constraints imposed on our business during our
restructuring, we reduced expenditures in a variety of areas, including a
substantial reduction in capital expenditures, a reduction in the number of
our employees and the outsourcing of some functions. Some of these
expenditures, particularly capital expenditures and employee costs, may
increase in future periods in order to accommodate growth in our business.
Our prospects will depend in part on our ability to continue to control
costs and operate more efficiently, while maintaining and improving our
existing service levels. In particular, in order to reduce costs, we are in
the process of negotiating with several of our vendors for better terms
under existing and future agreements. We cannot be certain that these
negotiations will conclude successfully.

NTL: BROADCAST AND NTL: CARRIERS ARE DEPENDENT UPON ITV AND OTHER CONTRACTS.

     ntl: broadcast has contracts for the provision of television
broadcasting transmission services across the UK to 15 regional commercial
television stations, collectively known as ITV, Channel 4/S4C and five,
formerly Channel 5. Although the ITV companies and Channel 4/S4C have
renewed their contracts with us in the past, we cannot assure you that they
will do so upon expiration of their current contracts in 2012. Our contract
with five is up for renewal in 2007. Even if the current contracts are
renewed, the terms of renewal may be on a basis less favorable to us or may
not cover all of the transmission services that we currently provide to
them. The UK government may decide to reallocate the analog spectrum
currently used by these broadcasters, forcing them to migrate to digital
spectrums before the expiration of these contracts. This would result in
the termination of our analog contracts prior to their expiration dates,
which would have an adverse effect on our results of operations.

     Other contracts important to ntl: broadcast include a contract for the
provision of communications services to the Metropolitan Police in London.
This contract is subject to renewal in October 2004. We cannot assure you
that the renewal will be on the same basis as the existing contract or that
the Metropolitan Police will not seek other parties to provide some or all
of the services we currently provide for them. The Metropolitan Police in
London is our largest public safety customer.

     ntl: carriers has a contract with Orange Personal Communications
Services Limited, or Orange, for the design, construction and operation of
elements of Orange's mobile network in the UK. The minimum term of this
contract is scheduled to expire in 2006 and we cannot assure you that it
will be renewed.

     In addition, ntl: carriers currently has a contract with Vodafone
Group Plc, or Vodafone, for the supply of mobile transmission services,
including core inter-switch and backhaul network capacity in the UK. This
contract is scheduled to terminate in October 2004, and we do not expect
that this contract will be renewed.

NTL: BROADCAST IS DEPENDENT UPON SITE SHARING ARRANGEMENTS WITH ITS
PRINCIPAL COMPETITOR.

     As a result of various factors, including a natural shortage of
potential transmission sites and the difficulties in obtaining local
planning permission for erection of further masts, we made arrangements
with Crown Castle UK Limited, or Crown, to share a large number of analog
tower sites that are owned by either us or Crown. Crown was a subsidiary of
Crown Castle International Corp., although Crown Castle International Corp.
recently sold Crown to National Grid Transco plc. We cannot assure you that
these site sharing arrangements will remain in place. Termination of the
site sharing arrangements would have a material adverse effect on us,
particularly if we no longer have the use of transmission sites owned by
Crown.

     We are negotiating a formal arrangement with Crown pending
finalization of a digital site sharing agreement that is expected to be on
terms similar to our existing analog site sharing agreement. We currently
have an informal arrangement with Crown with respect to sharing digital
sites. We cannot assure you that we will reach a formal arrangement with
Crown with respect to digital site sharing.

OUR BUSINESS IS SUBJECT TO GOVERNMENT REGULATION AND CHANGES IN CURRENT
REGULATIONS MAY ADVERSELY AFFECT US.

     Our principal business activities are regulated and supervised by
various governmental bodies. For example, the majority of the prices that
our ntl: broadcast segment may charge the ITV companies and Channel 4/S4C
for transmission services are subject to regulation by our primary
regulator, the Office of Communications, or OFCOM.

     In addition, OFCOM launches regulatory initiatives from time to time.
For example, priorities in OFCOM's 2004/5 Annual Plan includes the
promotion of effective and sustainable competition in both the wholesale
and retail broadband markets, addressing the need for greater competition
in fixed-line telephone markets, and reviewing the market for local loop
unbundling. Since BT is the dominant supplier in these markets, OFCOM may
require BT to price its wholesale services so that its network operator
competitors can compete effectively by making sufficient margin on their
activities. While the imposition of this requirement on BT may allow us to
benefit from improved wholesale pricing, it may force retail prices down
generally in these markets, including the charges we make to our customers.
OFCOM initiatives may also require significant expenditures by us. For
example, OFCOM recently increased the amount of the funds that
communications providers must hold to cover any liabilities that they may
incur in installing infrastructure on public land.

     Changes in laws, regulations or governmental policy or the
interpretations of those laws or regulations affecting our activities, like
licensing requirements, changes in price or cost regulation and
deregulation of interconnection arrangements, could have a material adverse
effect on us. For example, in the past OFCOM has reserved the right to
impose universal service obligations on communication service providers.

     We are also subject to regulatory initiatives of the European Union,
or the EU. Changes in EU directives may reduce our range of programming and
increase the costs of purchasing television programming or require us to
provide access to our cable network infrastructure to other service
providers. Any of these changes could have a material adverse effect on our
results of operations. In addition, EU regulators are proposing the
adoption of a common European standard for set-top boxes used in customer
premises equipment that is not compatible with our set-top boxes. If this
change is adopted, we could incur substantial costs to modify our
equipment.

OUR COMPLETED CHAPTER 11 REORGANIZATION MAY HARM OUR BUSINESS AND OUR BRAND
NAME.

     Adverse publicity or news coverage regarding our recent Chapter 11
reorganization and financial condition could have an adverse effect on
parts of our business. We may find it difficult to convince customers to
subscribe for our services and any negative publicity or news coverage may
be used by our competition to convince customers to discontinue our
service, increasing customer churn. Although we have completed the Plan, it
is possible that this negative publicity will have a long-term effect on us
and our brand name. For example, our recent reorganization has had an
adverse impact on our credit standing with our suppliers and other trade
creditors. This increases our costs of doing business and hinders our
negotiating power with our suppliers and other trade creditors. Similarly,
negative press about the financial condition of other cable and pay
television operations and alternative telecom carriers in general may
affect our reputation.

FRESH-START REPORTING MAY MAKE FUTURE FINANCIAL STATEMENTS DIFFICULT TO
COMPARE.

     As a result of the completion of the Plan, we are operating our
business under a new capital structure. In addition, we adopted fresh-start
reporting in accordance with SOP 90-7 as of January 1, 2003. Because SOP
90-7 required us to reset our assets and liabilities to current fair
values, our financial condition and results of operations after our
reorganization will not be comparable in some material respects to the
financial condition or results of operations reflected in our historical
financial statements for periods prior to January 1, 2003 included, or
incorporated by reference, in this prospectus. This may make it difficult
to assess our future prospects based on historical performance.

WE ARE SUBJECT TO CURRENCY AND INTEREST RATE RISKS.

     We encounter currency exchange rate risks because substantially all of
our revenues and operating expenses are earned and paid primarily in pounds
and, to a lesser extent, euros, but we pay interest and principal
obligations with respect to a portion of our existing indebtedness in U.S.
dollars and euros. To the extent that the pound declines in value against
the U.S. dollar, the effective cost of servicing our U.S. dollar
denominated debt will be higher. To the extent that the pound declines in
value against the euro, the effective cost of servicing our euro
denominated debt will be higher. Changes in the exchange rate result in
foreign currency transaction gains or losses. As of June 30, 2004, $920.2
million, or 16.7%, of our long-term debt was denominated in U.S. dollars
and (euro)376.0 million, or 8.3% of our long-term debt was denominated in
euros.

     Because the revenues and expenses from our principal operations are
denominated primarily in pounds but we report our financial results in U.S.
dollars, our financial results are also impacted by currency fluctuations
which are unrelated to our underlying results of operations.

     We are also subject to interest rate risk because we have substantial
indebtedness at variable interest rates. As of June 30, 2004, our interest
was determined on a variable basis on $4,049.2 million, or 73.6%, of our
long-term debt. An increase in interest rates of 0.25% would have increased
our interest expense by approximately $10.1 million per year.

     We are required under the terms of our new credit facility to enter
into various currency and interest hedging contracts. We have entered into
several derivative financial instruments including interest rate and
foreign currency contracts to modify the cash flow risk exposures in
connection with our issued debt. We cannot assure you that these
transactions, or any other hedging transactions we might enter into, will
be successful or that shifts in the currency exchange rates or interest
rates will not have a material adverse effect on us.

PROVISIONS OF OUR DEBT AGREEMENTS, OUR STOCKHOLDER RIGHTS PLAN, OUR
CERTIFICATE OF INCORPORATION AND DELAWARE LAW COULD PREVENT OR DELAY A
CHANGE OF CONTROL OF OUR COMPANY.

     We may, under some circumstances involving a change of control of our
company, be obligated to offer to repurchase substantially all of our
outstanding senior notes and repay our outstanding indebtedness under our
new credit facility and other indebtedness. We cannot assure you that we
will have available financial resources necessary to repurchase those notes
or repay that indebtedness in those circumstances.

     If we cannot repurchase those senior notes or repay our indebtedness
under our new credit facility or other indebtedness in the event of a
change of control of our company, the failure to do so would constitute an
event of default under the agreements under which that indebtedness was
incurred and could result in a cross-default under other indebtedness that
does not have similar provisions. The threat of this could have the effect
of delaying or preventing transactions involving a change of control of our
company, including transactions in which our stockholders would receive a
substantial premium for their shares over the then current market prices,
or otherwise which they may deem to be in their best interest.

     Our stockholder rights plan, some provisions of our amended and
restated certificate of incorporation and our ability to issue additional
shares of common stock or preferred stock to third parties without
stockholder approval may have the effect, alone or in combination with each
other, of preventing or making more difficult transactions involving a
change of control of our company. In addition, we are subject to the
Delaware anti-takeover law that prohibits some Delaware corporations from
engaging in business combinations or other transactions with any
stockholder who owns 15% or more of the corporation's outstanding voting
stock, for three years following the date that the stockholder acquired
that interest.

ONE OF OUR LARGEST STOCKHOLDERS HAS AN INFLUENCE OVER OUR BUSINESS AND
AFFAIRS.

     As of August 26, 2004 W.R. Huff Asset Management Co., L.L.C., or W.R.
Huff Asset Management, owned approximately 12.8% of our outstanding common
stock.

     William R. Huff is the principal and president of W.R. Huff Asset
Management and serves on our board of directors. Edwin M. Banks is a
portfolio manager for W.R. Huff Asset Management and serves on our board of
directors. As a result of these relationships, when conflicts between the
interests of W.R. Huff Asset Management and the interests of our other
stockholders arise, these directors may not be disinterested. These
stockholders may also from time to time make significant investments in
other telecommunications companies, including their present investment in
Telewest Global, Inc., or Telewest. A number of our significant
stockholders and their affiliates, including W.R. Huff Asset Management and
Franklin Mutual Advisers, LLC, or Franklin Mutual Advisers, are significant
stockholders of Telewest. This may result in conflicts of interest. In
addition, these stockholders may own debt securities of our subsidiaries,
including the senior notes. Actions these stockholders take relating to
these investments may conflict with the interests of our other
stockholders. Under Delaware law, although our directors and officers have
a duty of loyalty to us, transactions that we enter into in which a
director has a conflict of interest are generally permissible so long as
the material facts as to the director's or officer's relationship or
interest as to the transaction are disclosed to our board of directors and
a majority of our disinterested directors approves the transaction, or the
transaction is otherwise fair to us.

     Our seven largest stockholders, including W.R. Huff Asset Management,
own approximately 59.8% of our outstanding common stock as of August 26,
2004.

RISKS RELATED TO OUR COMMON STOCK

WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE
FUTURE.

     We have never paid cash dividends on our common stock and do not
expect to pay dividends on our common stock in the foreseeable future. Our
payment of any dividends in the future will be at the discretion of our
board of directors and will depend upon various factors, including future
earnings, operations, capital requirements, our general financial condition
and the general financial condition of our subsidiaries. In addition, under
Delaware law, unless a corporation has available surplus it cannot declare
or pay dividends on its capital stock.

     Furthermore, our various debt agreements impose limitations on the
payment of dividends, the distribution of earnings and the making of other
payments to us by our subsidiaries. These restrictions limit amounts
available for us to pay dividends on our common stock. The terms of any
future indebtedness may contain similar limitations.

THE MARKET PRICE OF OUR COMMON STOCK IS SUBJECT TO VOLATILITY AS WELL AS
TRENDS IN THE TELECOMMUNICATIONS INDUSTRY IN GENERAL.

     The current market price of our common stock may not be indicative of
prices that will prevail in the trading markets in the future. The market
price of our common stock could be subject to wide fluctuations in response
to numerous factors, many of which are beyond our control. These factors
include actual or anticipated variations in our operational results and
cash flow, our earnings releases and our competitors' earnings releases,
announcements of technological innovations, changes in financial estimates
by securities analysts, trading volume, market conditions in the industry
and the general state of the securities markets and the market for
telecommunications stocks, changes in capital markets that affect the
perceived availability of capital to communications companies, governmental
legislation or regulation, currency and exchange rate fluctuations, as well
as general economic and market conditions, like recessions. In particular,
valuations of telecommunications companies have generally fallen over the
past few years. Trends in this industry are likely to have a corresponding
impact on the price of our common stock.

SALES OF LARGE AMOUNTS OF OUR COMMON STOCK OR THE PERCEPTION THAT SALES
COULD OCCUR MAY DEPRESS OUR STOCK PRICE.

     As of August 26, 2004, there were 87,577,986 shares of common stock
outstanding. At the time of our emergence from Chapter 11, we granted to
the selling stockholders rights to cause us, at our expense, to file one or
more registration statements under the Securities Act covering resales of
shares of our common stock held by them, including upon exercise of the
Series A warrants. In addition, we have granted to some of the selling
stockholders and certain investment funds and accounts managed by Oaktree
Capital similar registration rights covering resales of shares of common
stock acquired by them upon exercise of rights in the rights offering.
These shares may also be sold under Rule 144 under the Securities Act,
depending on their holding period and subject to significant restrictions
in the case of shares held by persons deemed to be our affiliates.

     Sales of large blocks of shares of our common stock in the public
market could lower our stock price and impair our ability to raise funds in
future stock offerings.

WE MAY IN THE FUTURE SEEK TO RAISE FUNDS THROUGH EQUITY OFFERINGS, WHICH
COULD HAVE A DILUTIVE EFFECT ON OUR COMMON STOCK.

     In the future we may determine to raise capital through offerings of
our common stock, securities convertible into our common stock, or rights
to acquire these securities or our common stock. In any case, the result
would ultimately be dilutive to our common stock by increasing the number
of shares outstanding. We cannot predict the effect this dilution may have
on the price of our common stock.

INTERESTS OF OUR STOCKHOLDERS MAY ALSO BE DILUTED BY POTENTIAL ADJUSTMENTS
TO OUTSTANDING OPTIONS AND WARRANTS AND THE TREATMENT OF OPTIONS MAY HAVE
AN ADVERSE ACCOUNTING IMPACT.

     We had outstanding options to purchase 3,109,477 shares at an average
exercise price of $19.82 per share under the Amended and Restated NTL 2004
Stock Incentive Plan, formerly known as the NTL 2003 Stock Option Plan, as
of July 30, 2004. Under the terms of the plan, in the event of a
transaction affecting our capitalization, the compensation committee of our
board of directors shall proportionately adjust the number of shares
covered by outstanding options and the exercise price of these options so
as to, in the committee's judgment and sole discretion, prevent the
diminution or enlargement of the benefits intended by the plan. The
committee has not made any determination at this time whether any
adjustment will be made to the outstanding options. In making this
determination, the committee will take into account various factors. Under
generally accepted accounting principles, there may be adverse accounting
consequences in connection with equity restructurings, including rights
offerings, if these accounting principles require that equitable or other
appropriate adjustments be made to our outstanding options to avoid these
adverse consequences and no adjustments are made. If these adverse
accounting consequences were to occur, we would be required to expense over
the remaining vesting period of our outstanding options the difference
between the market value of our shares after giving effect to the rights
offering and the exercise prices for all outstanding options. Under some
limited circumstances, for each subsequent quarter, we may be required to
take into account in reporting this expense change to the market price of
our shares as of the end of each quarter.

RISKS RELATED TO OUR CAPITAL STRUCTURE

OUR SUBSTANTIAL AMOUNT OF DEBT COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH
AND DIMINISH STOCKHOLDER VALUE.

     We are highly leveraged. As of June 30, 2004, our long-term
indebtedness was (pound)3.0 billion, or $5.5 billion. Our substantial
indebtedness could adversely affect us by:

     o    making it more difficult for us to satisfy our payment and other
          obligations under the senior notes and our payment and other
          obligations under our new credit facility;

     o    limiting our ability to borrow money for working capital, capital
          expenditures, acquisitions or other purposes, if needed, and
          increasing the cost of any of these borrowings;

     o    requiring us to dedicate a substantial portion of our cash flow
          from operations to service our debt, which reduces the funds
          available for operations and future business opportunities;

     o    limiting our flexibility in responding to changing business and
          economic conditions, including increased competition and demand
          for new services; and

     o    placing us at a disadvantage when compared to our competitors
          that have less debt.

     Under the terms of the indenture governing the senior notes, we could
incur significant additional indebtedness in the future that would
intensify the leverage-related risks described above.

     Interest on debt under our new credit facility and interest on the
floating rate senior notes are calculated on a floating rate basis. As of
June 30, 2004, 73.6% of our long-term indebtedness accrues interest at
variable interest rates. An increase in interest rates would increase our
interest expense under our new credit facility to the extent that this debt
is not covered by any hedging instrument, which would reduce the funds
available to make payments on the senior notes and any other debt we have
and the funds available to finance our operations and future business
opportunities. While we are obliged to hedge a portion of the outstanding
debt under our new credit facility against fluctuations in interest rates
and may wish to minimize further our exposure to increases in interest
rates through additional hedging arrangements, we may still be subject to
interest rate increases.

WE MAY NOT HAVE ENOUGH CASH AVAILABLE TO SERVICE OUR DEBT.

     Our ability to make payments on the senior notes and meet our other
debt service obligations, and to fund planned capital and development
expenditures or opportunities that may arise, including acquisitions of
other businesses, will depend on our ability to generate sufficient cash in
the future. Our ability to generate cash is affected by our success in
implementing our business strategy, as well as general economic, financial,
competitive, regulatory, technological and other factors that are beyond
our control. If we cannot generate sufficient cash to meet our debt service
requirements, we may:

     o    be forced to reduce or delay our business activities and capital
          expenditures;

     o    sell assets;

     o    issue additional debt or equity capital; or

     o    restructure or refinance all or a portion of our debt.

     If we are not able to refinance our debt, obtain additional financing
or sell assets on commercially reasonable terms, or at all, we may not be
able to satisfy our obligations with respect to our debt. The terms of our
existing and future indebtedness may limit our ability to pursue any of
these alternatives or to use any excess cash flow or cash proceeds to
service our debt. Our new credit facility includes terms which require that
excess cash flow and cash generated from some asset sales, equity and debt
issuances must be used to mandatorily prepay the principal amounts
outstanding under our new credit facility. In addition, NTL Cable's
subsidiaries may not have sufficient funds to repay all of their
obligations, including their intercompany loans, and to make payments to
NTL Cable to enable it to make payments on the senior notes. For example,
the indenture governing the senior notes allows subsidiaries of NTL Cable
to incur indebtedness which by its terms limits the ability of these
subsidiaries to pay dividends to NTL Cable. If we default on any of our
debt instruments, borrowings under other debt instruments that contain
cross-default or cross-acceleration provisions may be accelerated or become
payable on demand.

WE ARE A HOLDING COMPANY AND ARE DEPENDENT UPON CASH FLOW FROM OUR
SUBSIDIARIES TO MEET OUR OBLIGATIONS.

     We and a number of our subsidiaries are holding companies with no
independent operations or significant assets other than investments in
subsidiaries. We and each of these holding companies depend upon the
receipt of sufficient funds from our subsidiaries to meet our obligations.
The inability to transfer cash among entities within our restricted group
may mean that even though we may have sufficient resources to meet our
obligations, we may not be permitted to make the necessary transfers from
one entity in our restricted group to another entity in our restricted
group in order to make payments to the entity which has the obligations to
be met.

     The terms of our new credit facility and the senior notes limit the
payment of dividends, loan repayments and other distributions to or from
these companies under many circumstances. Various agreements governing the
debt that may be issued by our subsidiaries from time to time may restrict
and, in some cases, prohibit the ability of these subsidiaries to move cash
within our restricted group. Under the indenture governing the senior
notes, subsidiaries of NTL Cable are permitted to incur additional
indebtedness which may contain similar restrictions. Some of our
subsidiaries are also dependent on funding from NTL Cable or other holding
companies. In addition, a default by any subsidiary on its debt is likely
to result in reduced dividends or distributions by the defaulting entity to
us. Reduced distributions by any of these subsidiaries could have a
material adverse effect on us.

     Applicable law may also limit the amounts that some of our
subsidiaries are permitted to pay as dividends or distributions on their
equity interests.

THE RESTRICTIVE COVENANTS UNDER OUR INDEBTEDNESS MAY LIMIT OUR ABILITY TO
MAKE PAYMENTS ON OUR INDEBTEDNESS OR OTHERWISE OPERATE OUR BUSINESS.

     The agreements governing our outstanding indebtedness contain
restrictive covenants that limit the discretion of our management over
various business matters. For example, the covenants restrict our ability
to:

     o    incur or guarantee additional indebtedness;

     o    pay dividends or make other distributions, or redeem or
          repurchase equity interests or subordinated obligations;

     o    make investments;

     o    sell assets, including the capital stock of subsidiaries;

     o    enter into sale/leaseback transactions;

     o    create liens;

     o    enter into agreements that restrict the restricted subsidiaries'
          ability to pay dividends, transfer assets or make intercompany
          loans;

     o    merge or consolidate or transfer all or substantially all of our
          assets; and

     o    enter into transactions with affiliates.

     These restrictions could materially adversely affect our ability to
finance our future operations or capital needs or to engage in other
business activities that may be in our best interests. We may also incur
other indebtedness in the future that may contain financial or other
covenants more restrictive than those applicable under our existing
indebtedness.

     In addition, our new credit facility requires us to comply with
various financial covenants. Events beyond our control may affect our
ability to comply with these financial covenants.

     Our failure to comply with these financial covenants and other
obligations could cause an event of default under our new credit facility.
If an event of default occurs, our lenders could elect to declare all
amounts outstanding and accrued and unpaid interest on our new credit
facility to be immediately due, and the lenders could then foreclose upon
the assets securing our new credit facility. A payment default on other
indebtedness may also constitute an event of default under the terms of the
senior notes. If an event of default occurs, we cannot assure you that we
would have sufficient assets to repay all of our obligations.


<PAGE>


                              USE OF PROCEEDS

     We will not receive any proceeds from the sale of the common stock
sold by the selling stockholder pursuant to this prospectus. The selling
stockholder will receive all of the proceeds from any of these sales.


<PAGE>


                            SELLING STOCKHOLDER

     The following chart sets forth as of August 26, 2004 information with
respect to the amount of common stock held by the selling stockholder. The
chart shows the number of shares of common stock beneficially owned by the
selling stockholder as of the date indicated, the percentage of the class,
the maximum number of shares of common stock being offered, the number of
shares of our common stock owned by the selling stockholder after the
offering is completed and the percentage of the class. The chart also
indicates the nature of any position, office or other material relationship
which the selling stockholder has had within the past three years with us
or any of our predecessors or affiliates.

<TABLE>
<CAPTION>
                                NUMBER OF SHARES BENEFICIALLY OWNED                             NUMBER OF SHARES BENEFICIALLY
                                       PRIOR TO THE OFFERING                                     OWNED AFTER THE OFFERING(3)
                                -----------------------------------                             -----------------------------
                                                                         MAXIMUM NUMBER OF
                                                      PERCENTAGE OF     SHARES TO BE OFFERED      NUMBER OF        PERCENTAGE
SELLING STOCKHOLDER             NUMBER OF SHARES          CLASS                HEREBY               SHARES          OF CLASS
------------------------      --------------------  ----------------- ------------------------  -------------    --------------
   <S>                               <C>                    <C>             <C>                        <C>             <C>
   James F. Mooney (1)               186,611                *               106,663(2)                 --              --

</TABLE>
     * Less than 1%

(1)  James F. Mooney is currently the chairman of our Board of Directors.

     Stock Options:

     Pursuant to Mr. Mooney's agreement with us, Mr. Mooney was granted
     options to purchase 400,000 shares under the NTL 2003 Stock Option
     Plan. Mr. Mooney exercised all 100,000 options which were exercisable
     at $9.85 per share and has exercised 90,000 options which were
     exercisable at $15.00 per share. An additional 15,000 options will
     become exercisable on September 30, 2004 at $15.00 per share. The
     remaining 195,000 options will become exercisable at $15.00 per share
     pro rata on a quarterly basis from December 2004 through December
     2007. Mr. Mooney has sold a total of 166,718 shares of the 190,000
     shares of our common stock that he acquired through the exercise of
     options.

     Restricted Shares:

     In 2003, we granted 200,000 shares of restricted common stock to Mr.
     Mooney, 16,667 shares of which vested on March 31, 2003, 66,668 shares
     of which vested on March 31, 2004, 16,667 shares of which vested on
     June 30, 2004, and 16,667 shares of which will vest on the last day of
     each calendar quarter from September 30, 2004 through and including
     September 30, 2005 and 16,663 share of which will vest on December 31,
     2005. Of the 66,668 shares of restricted stock which vested on March
     31, 2004, 29,766 were held back by us. These 29,766 shares had a value
     at that time of $1,765,542.53, representing the amount of US and state
     taxes we remitted on Mr. Mooney's behalf for the income he recognized
     upon the vesting of these 66,668 shares of restricted stock. On July
     5, 2004, we received a refund from the Internal Revenue Service in the
     amount of $395,347.10, representing an overpayment of the US taxes
     paid on Mr. Mooney's behalf in connection with the grant of restricted
     shares. As a result, we returned to Mr. Mooney 6,665 of the shares
     that had been previously withheld by us. As a result, Mr. Mooney
     received a total of 43,567 shares upon the vesting of these 66,668
     shares of restricted stock.

     On March 15, 2004, we granted to Mr. Mooney an additional 50,000
     shares of restricted stock, which grant became effective after
     approval by our stockholders of our 2004 NTL Amended and Restated
     Stock Incentive Plan. 4,167 of these shares vested on May 6, 2004, an
     additional 4,167 shares vested on July 15, 2004 and 4,167 shares will
     vest on October 15, 2004 and on each quarter thereafter until fully
     vested. These 50,000 shares were registered on our Form S-8 filed with
     the SEC on May 6, 2004.

     Through August 26, 2004, Mr. Mooney has sold a total of 78,570 shares
     of restricted stock, representing the number of shares of restricted
     stock which have vested, less the 29,766 shares originally held back
     by us.

     (2) Relates to:

          o    99,998 shares of our common stock previously registered on
               our Form S-8 Registration Statement (File No. 333-115881)
               filed with the SEC on May 26, 2004 which have not yet been
               sold, with the remaining 70,236 shares that had been
               previously registered on the registration statement having
               been sold by the selling stockholder; and

          o    6,665 restricted shares of our common stock granted to Mr.
               Mooney as a result of a tax refund as described in footnote
               1 above.

     (3)  Because the selling stockholder may offer all, some portion, or
          none of the above shares pursuant to this prospectus or
          otherwise, no estimate can be given as to the amount or
          percentage of such securities that will be held by the selling
          stockholders upon termination of any such sale.


<PAGE>


                            PLAN OF DISTRIBUTION

     Our common stock is being registered by us to permit the sale of
common stock by the selling stockholder from time to time after the date of
this prospectus. We will not receive any of the proceeds from the sale by
the selling stockholder of the offered common stock. We will bear all
costs, fees and expenses incurred in connection with our obligation to
register, and the registration of, the offered common stock.

     The selling stockholder may sell the offered common stock from time to
time on any stock exchange or automated interdealer quotation system on
which the offered common stock may be listed or quoted, in the
over-the-counter market, in privately negotiated transactions or otherwise,
at fixed prices that may be changed, at market prices prevailing at the
time of sale, or at prices otherwise negotiated. The selling stockholder
may sell the offered common stock in one or more transactions by one or
more of the following methods, without limitation:

     o    block trades in which the broker or dealer so engaged will
          attempt to sell the offered common stock as agent but may
          position and resell a portion of the block as principal to
          facilitate the transaction;

     o    purchases by a broker or dealer as principal and resale by the
          broker or dealer for its own account pursuant to this prospectus;

     o    an exchange distribution in accordance with the rules of any
          stock exchange on which the offered common stock is listed or
          quoted, including the Nasdaq National Market;

     o    ordinary brokerage transactions and transactions in which the
          broker solicits purchases;

     o    privately negotiated transactions;

     o    short sales;

     o    through the writing of put or call options relating to the
          offered common stock, whether or not the options are listed on an
          options exchange or otherwise;

     o    one or more underwritten offerings on a firm commitment or best
          efforts basis; and

     o    any combination of the above methods of sale or otherwise.

         The selling stockholder may also transfer the securities by gift.

     The selling stockholder may engage brokers and dealers, and any
brokers or dealers may arrange for other brokers or dealers to participate
in effecting sales of the offered common stock. These brokers, dealers or
underwriters may act as principals, or as an agent of a selling
stockholder. Broker-dealers may agree with the selling stockholder to sell
a specified number of the offered common stock at a stipulated price per
security. If the broker-dealer is unable to sell the offered common stock
acting as agent for the selling stockholder, it may purchase as principal
any unsold offered common stock at the stipulated prices. Broker-dealers
who acquire securities as principals may thereafter resell the offered
common stock from time to time in transactions in any stock exchange or
automated interdealer quotation system on which the offered common stock is
then listed or quoted, including the Nasdaq National Market, at prices and
on terms then prevailing at the time of sale, at prices related to the then
current market price or in negotiated transactions. Broker-dealers may use
block transactions and sales to and through broker-dealers, including
transactions of the nature described above.

     In connection with sales of the offered common stock or otherwise, the
selling stockholder may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the offered
common stock in the course of hedging positions they assume with the
selling stockholder, including, without limitation, in connection with
distributions of the offered common stock by those broker-dealers. The
selling stockholder may enter into option or other transactions with
broker-dealers, who may then resell or otherwise transfer that offered
common stock. The selling stockholder may also loan or pledge the offered
common stock to a broker-dealer and the broker-dealer may sell the offered
common stock that is loaned or upon a default may sell or otherwise
transfer the offered common stock that is pledged. The selling stockholder
may also sell short offered common stock and deliver offered common stock
to close out short positions, and in those instances, this prospectus may
be delivered in connection with the short sales and the offered common
stock may be used to cover short sales or loan or pledge offered common
stock to broker-dealers that in turn may sell the offered common stock.

     From time to time, the selling stockholder may pledge, hypothecate or
grant a security interest in some or all of the offered common stock owned
by it. If the selling stockholder defaults in performance of the secured
obligations, pledgees or secured parties may, upon foreclosure, offer and
sell the offered common stock from time to time and shall, for these
purposes, be deemed to be selling stockholder. The selling stockholder may
also transfer and donate the offered common stock in other circumstances.
If a selling stockholder's offered common stock is sold as a result of a
foreclosure or the selling stockholder donates or otherwise transfers its
stock, the number of shares of the offered common stock beneficially owned
by it will decrease when these actions are taken. The plan of distribution
for the offered common stock will otherwise remain unchanged.

     Any underwriters, dealers, brokers or agents participating in the
distribution of the offered common stock may receive compensation in the
form of underwriting discounts, concessions, commissions or fees from a
selling stockholder, for whom they may act as agent or to whom they may
sell as principal, which compensation as to a particular broker-dealer
might be in excess of that which is customary in the types of transactions
involved.

     In addition, any common stock covered by this prospectus that
qualifies for sale pursuant to Rule 144 of the Securities Act may be sold
in open market transactions in reliance on Rule 144 rather than pursuant to
this prospectus.

     Under the securities laws of some states, the offered common stock may
be sold in those states only through registered or licensed brokers or
dealers. In addition, in some states the offered common stock may not be
sold unless the offered common stock has been registered or qualified for
sale in that state or an exemption from registration or qualification is
available and the sale is in compliance with that exemption.

     The selling stockholder and any other person participating in the sale
or distribution of the offered common stock will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of the offered common stock
by the selling stockholder and any other person. The anti-manipulation
rules under the Exchange Act may apply to sales of offered common stock in
the market and to the activities of the selling stockholders and their
affiliates.

     Furthermore, Regulation M may restrict the ability of any person
engaged in the sale or distribution of the offered common stock to engage
in market-making activities with respect to the particular offered common
stock being sold or distributed for a period of up to five business days
before the sale or distribution. All of the foregoing may affect the
marketability of the offered common stock and the ability of any person or
entity to engage in market-making activities with respect to the offered
common stock.

     The selling stockholder and each other person who participates as an
underwriter in the offering or sale of the offered common stock, if any,
will be indemnified by us against particular civil liabilities, including
particular liabilities under the Securities Act, or will be entitled to
contribution in connection with those liabilities. We will be indemnified
by the selling stockholder in some circumstances against particular civil
liabilities, including particular liabilities under the Securities Act, or
will be entitled to contribution in connection with those liabilities.

     Upon sale under the related registration statement, the offered common
stock will be freely tradable in the hands of persons other than our
affiliates.

     To the extent required, we will file a prospectus supplement or file a
post-effective amendment to this registration statement.

     We cannot assure you that the selling stockholder will sell all or any
portion of the offered common stock.

     The term "offered common stock" as used in this plan of distribution
means all stock covered by, and offered in, the related registration
statement.



<PAGE>


                               LEGAL MATTERS

     The validity of the shares of common stock offered by this prospectus
will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson LLP,
New York, New York.

                                  EXPERTS

     The consolidated financial statements and schedules of NTL
Incorporated, and subsidiaries, and its predecessor appearing in NTL
Incorporated's Annual Report (Form 10-K) for the year ended December 31,
2003, have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements
and schedules are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.

<PAGE>




     NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU
MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS
PROSPECTUS IS AN OFFER TO SELL ONLY THE SHARES OFFERED HEREBY, BUT ONLY
UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.




                              NTL INCORPORATED




                                COMMON STOCK




                       [GRAPHIC OMITTED - NTL LOGO]




<PAGE>

                                  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.

     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)  Annual Report on Form 10-K for the fiscal year ended December 31,
          2003, filed with the SEC on March 11, 2004;

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 31,
          2004, filed with the SEC on May 7, 2004;

     (c)  Quarterly Report on Form 10-Q for the quarter ended June 30,
          2004, filed with the SEC on August 6, 2004;

     (d)  The description of our common stock contained in our Registration
          Statement on Form 8-A, filed with the SEC on January 10, 2003, as
          this description may be updated in any amendment to Form 8-A;

     (e)  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); and

     (f)  Current reports on Forms 8-K:

          o    dated March 4, 2004, relating to our press release
               announcing our refinancing transaction;

          o    dated March 19, 2004, relating to our press release
               announcing the launch of our recent refinancing transaction;

          o    dated April 5, 2004, relating to our press release
               announcing the pricing of the (pound)375 million aggregate
               principal amount of 9.75% senior notes due 2014, $425
               million aggregate principal amount of 8.75% senior notes due
               2014, (euro)225 million aggregate principal amount of 8.75%
               senior notes due 2014, and $100 million aggregate principal
               amount of floating rate senior notes due 2012 issued by NTL
               Cable PLC, or NTL Cable, as part of our refinancing
               transaction;

          o    dated April 7, 2004, relating to our press release regarding
               the consolidation of our 13 customer call centers;

          o    dated April 16, 2004, relating to our press release
               announcing the closing of our refinancing transaction;

          o    dated April 20, 2004, regarding the filing of copies of key
               agreements relating to our refinancing transaction with the
               SEC;

          o    dated April 22, 2004, regarding the redemption of the 10%
               Senior Sterling Notes due 2008 and 9?% Senior Notes due 2008
               of Diamond Holdings Limited, a wholly-owned subsidiary of
               Diamond Cable Communications Limited, and the 11.2% Senior
               Discount Debentures of NTL (Triangle) LLC, as part of our
               refinancing transaction; and

          o    dated September 7, 2004, regarding senior management
               changes.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Prior to joining us in June 2004, Bryan H. Hall, our General Counsel,
was a partner at the law firm of Fried, Frank, Harris, Shriver & Jacobson
LLP, New York, New York. The validity of the shares of common stock offered
pursuant to the prospectus contained in this registration statement will be
passed upon 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 May
               6, 2004) (Incorporated by reference to Exhibit 3.2 to our
               Quarterly Report on Form 10-Q for the quarter ended June 30,
               2004 filed by NTL Incorporated on August 6, 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).

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.

     (4) 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 September 9, 2004.

                                            NTL Incorporated

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



<PAGE>


                             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>
Signature                                   Title                                                 Date
---------                                   -----                                                 ----

<S>                                         <C>                                            <C>
By:    /s/ Simon P. Duffy                   Chief Executive Officer and Director           September 9, 2004
       --------------------------           (principal executive officer)
       Simon P. Duffy



By:    /s/ Scott E. Schubert                Chief Financial Officer                        September 9, 2004
       --------------------------           (principal financial officer)
       Scott E. Schubert



By:    /s/ Robert C. Gale                   Vice President-Controller (principal           September 9, 2004
       --------------------------           accounting officer)
       Robert C. Gale



By:    /s/ James F. Mooney                  Chairman                                       September 9, 2004
       --------------------------
       James F. Mooney



By:    /s/ Edwin M. Banks                   Director                                       September 9, 2004
       --------------------------
       Edwin M. Banks



By:    /s/ Jeffrey D. Benjamin              Director                                       September 9, 2004
       --------------------------
       Jeffrey D. Benjamin



By:    /s/ David Elstein                    Director                                       September 9, 2004
       --------------------------
       David Elstein



By:    /s/ Charles K. Gallagher             Director                                       September 9, 2004
       --------------------------
       Charles K. Gallagher



By:    /s/ William R. Huff                  Director                                       September 9, 2004
       --------------------------
       William R. Huff



By:    /s/ George R. Zoffinger              Director                                       September 9, 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 May
               6, 2004) (Incorporated by reference to Exhibit 3.2 to our
               Quarterly Report on Form 10-Q for the quarter ended June 30,
               2004 filed by NTL Incorporated on August 6, 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).

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": "tps8.txt", "secsgml_size_bytes": 111605}]
{"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": "333-118880", "film-number": "041022399"}, "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 SEPTEMBER 9, 2004

                                                REGISTRATION NO. 333- __________
================================================================================
                               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              909 THIRD AVENUE, SUITE 2863          52-1822078
(State or other             NEW YORK, NEW YORK 10022         (I.R.S. Employer
jurisdiction of               (Address of principal       Identification Number)
incorporation or               executive offices)
 organization)

     EMPLOYMENT ARRANGEMENTS BETWEEN THE COMPANY AND A CERTAIN EMPLOYEE
                         (Full title of the plans)

                               BRYAN H. HALL
                              GENERAL COUNSEL
                              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         AGGREGATE           AMOUNT OF
            TO BE REGISTERED              REGISTERED(1)(2)    PER SHARE (3)       OFFERING PRICE     REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share      6,665 shares          $54.05           $360,243.25            $45.64
=========================================================================================================================
(1)  This Registration Statement covers shares that were issued to a
     certain employee pursuant to his employment arrangements with us.

(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 September 1, 2004.

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

Pursuant to Instruction E of Form S-8 and Rule 429 under the Securities Act
of 1933, this Registration Statement on Form S-8 contains a combined
prospectus that also relates to and amends Registration Statement No.
333-115881 on Form S-8 previously filed by the Registrant on May 26, 2004.

                              EXPLANATORY NOTE

     This Form S-8 Registration Statement relates to an aggregate of 6,665
shares of our common stock issued to one of our employees pursuant to his
employment arrangement with us.
NTL INCORPORATED

                       [GRAPHIC OMITTED - NTL LOGO]
                       106,663 SHARES OF COMMON STOCK

This prospectus relates to 106,663 shares of common stock, par value $0.01
per share, of NTL Incorporated which may be offered from time to time by
the selling stockholder identified under the caption "Selling Stockholder"
in this prospectus for his own account. The selling stockholder acquired
the shares covered by this prospectus in connection with his employment
with us. The total number of 106,663 shares to be offered and sold by the
selling stockholder identified in this prospectus relate to:

  o  99,998 shares of our common stock previously registered on our Form
     S-8 Registration Statement (File No. 333-115881) filed with the SEC on
     May 26, 2003, with the remaining 70,236 shares that had been
     previously registered on the registration statement having been sold
     by the selling stockholder; and

  o  6,665 shares of our common stock granted to the selling stockholder as
     described more fully in "Selling Stockholder" below.

     The shares are "restricted securities" under the Securities Act of
1933, as amended. This prospectus has been prepared for the purpose of
registering the shares of common stock under the Securities Act to allow
for future sales by the selling stockholder, on a continuous or delayed
basis, to the public without restriction.

     All or a portion of the shares offered hereby may be offered for sale,
from time to time, on the Nasdaq National Market, or otherwise, at prices
and on terms then obtainable. All brokers' commissions or discounts will be
paid by the selling stockholder. However, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this prospectus. See
"Plan of Distribution."

     The selling stockholder will receive all of the net proceeds from
sales of the shares registered pursuant to this prospectus and will pay all
underwriting discounts and selling commissions, if any, applicable to those
sales. We will not receive any proceeds from sales of any of these shares.

     This prospectus contains a general description of the shares of common
stock which may be offered and sold. The selling stockholder may
periodically sell these shares directly or through agents, underwriters or
dealers.

     Our common stock is currently listed on the Nasdaq National Market
under the symbol "NTLI." On September 7, 2004, the closing price for our
common stock on the Nasdaq National Market was $55.03.

     WE URGE YOU TO CAREFULLY READ THE "RISK FACTORS" SECTION BEGINNING ON
PAGE 3, WHERE WE DESCRIBE RISKS ASSOCIATED WITH OUR COMMON STOCK, BEFORE
YOU MAKE YOUR INVESTMENT DECISION.

     Neither the Securities and Exchange Commission, which we refer to in
this prospectus as the SEC, nor any state securities commission has
approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

             The date of this prospectus is September 9, 2004.
TABLE OF CONTENTS

                                                                           Page
                                                                           ----

About this Prospectus........................................................ii
Where You Can Find More Information; Incorporation of Information by
  Reference..................................................................ii
Forward-Looking Statements...................................................iv
Presentation of Information..................................................iv
The Company...................................................................1
The Offering..................................................................2
Risk Factors..................................................................3
Use of Proceeds..............................................................15
Selling Stockholder..........................................................16
Plan of Distribution.........................................................18
Legal Matters................................................................21
Experts......................................................................21
You should rely only on the information contained, or incorporated by
reference, in this prospectus. We have not authorized any other person to
provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are
not making an offer of securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in
this prospectus is accurate as of the date on the front cover of this
prospectus only. Our business, financial condition, results of operations
and prospects may have changed since that date.

                           ABOUT THIS PROSPECTUS

     This prospectus provides you with a general description of the
securities the selling stockholder may offer. You should read this
prospectus together with additional information described under the next
heading "Where You Can Find More Information; Incorporation of Information
by Reference."

                    WHERE YOU CAN FIND MORE INFORMATION;
                 INCORPORATION OF INFORMATION BY REFERENCE

     We are currently subject to the information requirements of the
Securities Exchange Act of 1934, as amended, or the Exchange Act. We file
reports, proxy statements and other information under the Exchange Act with
the SEC. This prospectus constitutes a part of a registration statement on
Form S-8 which we have filed with the SEC under the Securities Act, but
omits certain information as permitted by SEC rules. You may read these
reports, proxy statements, the related exhibits and the other materials,
including registration statements, we file with the SEC at the public
reference facilities the SEC maintains at:

  The Woolworth Building        Judiciary Plaza       Northwestern Atrium Center
       233 Broadway                Room 1024                  Suite 1400
    New York, NY 10279      450 Fifth Street, N.W.     500 West Madison Street,
                            Washington, D.C. 20549         Chicago, IL 60661

     You may obtain information regarding the operations of the public
reference facilities by calling the SEC at 1-806-SEC-0330. The SEC
maintains a website that contains these documents and other information
regarding us. The address of the SEC's website is http://www.sec.gov.

     This prospectus does not contain all of the information that you may
need to make an investment decision. Some parts of the prospectus are
omitted as allowed by the rules and regulations of the SEC. The SEC also
allows us to "incorporate by reference" the information which we file with
it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and later information that we
file with SEC will automatically update and supersede this information. The
updated and superseded information does not, except as so modified or
superseded, constitute part of this prospectus. We incorporate by reference
in this prospectus the documents listed below:

     o    Annual Report on Form 10-K for the year ended December 31, 2003,
          filed with the SEC on March 11, 2004;

     o    Quarterly Report on Form 10-Q for the quarter ended March 31,
          2004, filed with the SEC on May 7, 2004;

     o    Quarterly Report on Form 10-Q for the quarter ended June 30,
          2004, filed with the SEC on August 6, 2004;

     o    The description of our common stock contained in our Registration
          Statement on Form 8-A, filed with the SEC on January 10, 2003, as
          this description may be updated in any amendment to Form 8-A;

     o    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);

     o    Current reports on Forms 8-K:

          o    dated March 4, 2004, relating to our press release
               announcing our refinancing transaction;

          o    dated March 19, 2004, relating to our press release
               announcing the launch of our recent refinancing transaction;

          o    dated April 5, 2004, relating to our press release
               announcing the pricing of the (pound)375 million aggregate
               principal amount of 9.75% senior notes due 2014, $425
               million aggregate principal amount of 8.75% senior notes due
               2014, (euro)225 million aggregate principal amount of 8.75%
               senior notes due 2014, and $100 million aggregate principal
               amount of floating rate senior notes due 2012 issued by NTL
               Cable PLC, or NTL Cable, as part of our refinancing
               transaction;

          o    dated April 7, 2004, relating to our press release regarding
               the consolidation of our 13 customer call centers;

          o    dated April 16, 2004, relating to our press release
               announcing the closing of our refinancing transaction;

          o    dated April 20, 2004, regarding the filing of copies of
               principal agreements relating to our refinancing transaction
               with the SEC;

          o    dated April 22, 2004, regarding the redemption of the 10%
               Senior Sterling Notes due 2008 and 9?% Senior Notes due 2008
               of Diamond Holdings Limited, a wholly-owned subsidiary of
               Diamond Cable Communications Limited, and the 11.2% Senior
               Discount Debentures of NTL (Triangle) LLC, as part of our
               refinancing transaction; and

          o    dated September 7, 2004, regarding senior management
               changes.

     We also incorporate by reference any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the
selling stockholders sell all the securities offered under this prospectus
or this offering terminates.

     Statements contained in this prospectus as to the contents of any
contract or other documents referred to, or incorporated by reference, in
this prospectus are not necessarily complete, and, where the contract or
other document is an exhibit to a registration statement or other SEC
filing, each statement is qualified in all respects by the provisions of
the exhibit, to which reference is now made.

     You may request a copy of any of our filings, at no cost, by writing
or telephoning:

Patti Leahy                                 Virginia Ramsden
NTL Incorporated--Investor Relations        NTL Incorporated--Investor Relations
909 Third Avenue                            76 Hammersmith Road
Suite 2863                                  London W14 8UD
New York, New York 10022                    United Kingdom
United States                               Tel: +44 (0) 20 7967 3338
Tel: +1 610 667 5554                        Fax: +44 (0) 20 7967 3322
Fax: +1 270 569 2629
              For general inquiries concerning us please call:
                            +44 (0) 12 5675 2000

     We also include information on our world wide web site which is
www.ntl.com. The information on our website is not part of this prospectus
and is not incorporated by reference into this prospectus.

                         FORWARD-LOOKING STATEMENTS

     Various statements contained, or incorporated by reference, in this
prospectus constitute "forward-looking statements" as that term is defined
under the Private Securities Litigation Reform Act of 1995. When used, the
words "believe," "anticipate," "should," "intend," "plan," "will,"
"expects," "estimates," "projects," "positioned," "strategy," and similar
expressions identify these forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or
achievements or industry results to be materially different from those
contemplated, projected, forecasted, estimated or budgeted, whether
expressed or implied, by these forward-looking statements. These factors
include those set forth in the section of this prospectus captioned "Risk
Factors" beginning on page 3, for example:

     o    potential adverse developments with respect to our liquidity or
          results of operations;

     o    our significant debt payments and other contractual commitments;

     o    our ability to fund and execute our business plan;

     o    our ability to generate cash sufficient to service our debt;

     o    the impact of new business opportunities requiring significant
          up-front investments;

     o    our ability to attract and retain customers, increase our overall
          market penetration and react to competition from providers of
          alternative services;

     o    our ability to integrate our billing systems;

     o    our significant management changes since our emergence from
          Chapter 11 reorganization;

     o    our ability to develop and maintain back-up for our critical
          systems;

     o    our ability to respond adequately to technological developments;

     o    our ability to maintain contracts that are critical to our
          operations;

     o    our ability to continue to design networks, install facilities,
          obtain and maintain any required governmental licenses or
          approvals and finance construction and development, in a timely
          manner at reasonable costs and on satisfactory terms and
          conditions;

     o    interest rate and currency exchange rate fluctuations; and

     o    the impact of our recent reorganization and subsequent
          organizational restructuring.

     We assume no obligation to update the forward-looking statements
contained, or incorporated by reference, in this prospectus to reflect
actual results, changes in assumptions or changes in factors affecting
these statements.

                        PRESENTATION OF INFORMATION

     The terms "NTL," the "company," "we," "our" and "us" refer to NTL
Incorporated and all of its consolidated subsidiaries unless the context
suggests otherwise. The term "you" generally refers to a prospective
purchaser of our common stock.
THE COMPANY

     We are a leading broadband and communications services company in the
UK and the Republic of Ireland based on total residential subscriber
numbers. We provide our services to our customers through five reportable
segments.

     o    ntl: home provides residential telephone, cable television and
          Internet services, as well as wholesale Internet access solutions
          to internet service providers in the UK.

     o    ntl: business provides data, voice and Internet services to large
          businesses, public sector organizations and small- and
          medium-sized enterprises located near our existing residential
          broadband network in the UK.

     o    ntl: broadcast provides digital television, or DTV, analog
          television, or ATV, and radio broadcast transmission services,
          network management, tower site rental and satellite and media
          services, as well as radio communications to public safety
          organizations, in the UK.

     o    ntl: carriers provides national and international communications
          transport services to communications companies in the UK and the
          Republic of Ireland.

     o    ntl: Ireland provides primarily cable television services, as
          well as telephone and Internet services, to residential customers
          and television, data, voice and Internet services to business
          customers in the Republic of Ireland.

     Our reportable segments are supported by various central shared
services, including ntl: networks, which manages our UK national network.
Other shared services include finance, information technology, or IT, and
human resources. ntl: Ireland relies upon these central shared services to
a lesser extent than our other reportable segments. Stock-based
compensation expense forms a component of central shared services.
THE OFFERING

Issuer............................  NTL Incorporated

Securities Offered by the Selling   106,663 shares common stock, par value

Stockholder.......................  $0.01 per share.

Common Stock Outstanding..........  87,577,986 shares as of August 26, 2004

Voting Rights ....................  Holders of our common stock have one vote
                                    per share.

Use of Proceeds...................  We will not receive any proceeds from the
                                    sale of common stock sold pursuant to this
                                    prospectus. The selling stockholder will
                                    receive all the proceeds from the sale of
                                    common stock sold pursuant to this
                                    prospectus.

Nasdaq Symbol.....................  Our common stock currently trades under the
                                    symbol "NTLI" on the Nasdaq National Market.

Risk Factors......................  Please refer to the section of this
                                    prospectus entitled "Risk Factors"
                                    beginning on page 3 for a discussion of
                                    risks that you should consider carefully
                                    before deciding to invest in shares of our
                                    common stock.
RISK FACTORS

     An investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below before deciding to
invest in our common stock. In assessing these risks, you should also refer
to the other information contained, or incorporated by reference, in this
prospectus, including the financial statements and related notes. The
following risks and uncertainties are not the only ones we face. Additional
risks and uncertainties that are not currently known to us or that we
currently consider immaterial could also impair our business, financial
condition and results of operations. Various statements in this prospectus,
including the following risk factors, constitute forward-looking
statements. Please refer to the section of this prospectus entitled
"Forward-Looking Statements."

RISKS RELATED TO OUR COMPANY

WE HAVE HISTORICALLY INCURRED LOSSES AND MAY NOT BE PROFITABLE IN THE FUTURE.

     We have incurred substantial losses historically and expect to
continue to incur substantial losses. We had net losses for the six months
ended June 30, 2004 of $568.8 million and net losses for the years ended
December 31:

     o    2003 of $954.2 million;

     o    2002 of $2,375.8 million; and

     o    2001 of $11,837.0 million, which includes an asset impairment
          charge of $8,160.6 million.

     As of December 31, 2002, our accumulated deficit was $18,568.0
million. On January 10, 2003, we emerged from reorganization under Chapter
11 of the U.S. Bankruptcy Code and adopted fresh-start reporting. At that
time, our assets and liabilities were revalued. As of December 31, 2003,
our accumulated deficit was $954.2 million. As of June 30, 2004, our
accumulated deficit was $1,523.0 million.

     We cannot be certain that we will achieve or sustain profitability in
the future. Failure to achieve profitability could diminish our ability to
sustain operations, meet financial covenants, obtain additional required
funds and make required payments on our present or future indebtedness.

WE HAVE ONLY RECENTLY BEGUN TO GENERATE POSITIVE CASH FLOW.

     Pursuant to U.S. GAAP, we measure cash flow as all changes affecting
cash in the activities of operations, investments and financing.
Historically, construction costs, operating expenditures and interest costs
have contributed to our negative cash flow. We had negative cash flow of
$612.0 million for the six months ended June 30, 2004, principally due to
the net cash used in financing activities of $661.5 million which mainly
related to our refinancing transaction completed in April 2004 and to our
voluntary repayments of debt in the first quarter. We had positive cash
flow of $155.2 million for the year ended December 31, 2003 principally due
to the net proceeds of $1,367 million from our rights offering. We had
negative cash flow of $46.7 million for the six months ended June 30, 2003,
principally due to the purchase of fixed assets. We believe that our cash
on hand, together with cash from operations and, if required, further
drawdowns from the (pound)250 million revolving tranche of our new credit
facility, will be sufficient to meet our cash requirements through June 30,
2005. We cannot be certain that we will sustain positive cash flow in the
future, which could adversely affect our ability to sustain our business
plan.

OUR BUSINESS IS CAPITAL INTENSIVE AND WE MAY NOT HAVE ACCESS TO CASH TO FUND
OUR FUTURE CAPITAL EXPENDITURES.

     Our business requires substantial capital expenditures on a continuing
basis for various purposes, including:

     o    expanding, maintaining and upgrading our network;

     o    investing in new customer acquisitions; and

     o    offering new services.

     From time to time, we also need to make capital expenditures for
particular projects like integrating our billing and customer service
systems. For the period from July 1, 2004 through June 30, 2005, we expect
to spend between (pound)330 million and (pound)370 million, or between $600
million and $670 million, on acquiring fixed assets. We believe that our
cash on hand, together with cash from operations and, if required,
drawdowns under the (pound)250 million revolving tranche of our new credit
facility, will be sufficient for our cash requirements through June 2005.

FAILURE TO CONTROL CUSTOMER CHURN MAY ADVERSELY AFFECT OUR FINANCIAL
PERFORMANCE.

     The successful implementation of our business plan depends upon us
controlling our customer churn. Customer churn is a measure of customers
who stop taking our services. An increase in customer churn can lead to
increased costs and reduced revenues. In order to control customer churn,
we aim to improve our customer service. If we fail to deliver a
satisfactory level of customer service, this could contribute to an
increase in customer churn. It will be difficult to improve customer
service without an integrated billing system and customer database across
our entire network, which we do not presently have. Although we are in the
process of integrating our billing systems and customer databases, there
can be no assurance that we will be successful in achieving our goal. The
changeover to a new customer database may cause billing errors which can
lead to customer churn. If we are not successful in integrating these
systems, we could experience an adverse effect on customer service and, in
turn, an increase in our customer churn rate. In addition, our customer
churn rate may also increase if we are unable to deliver our services over
our network without interruption.

     Our ability to control customer churn could also be adversely affected
by the availability of competing services in the UK, like the digital
satellite services offered by BSkyB, and digital terrestrial television
services like Freeview, a joint venture owned by the BBC, Crown Castle
International and BSkyB. Competing services also include telephone, dial-up
Internet and broadband Internet services offered by BT Group plc, or BT, or
third parties who resell some of BT's services. BT and BSkyB have regularly
launched joint campaigns to entice our customers to move to these competing
services. As we attempt to migrate customers to our DTV services, it is
possible that some of our customers may move to our competitors. In
addition, as our ATV or dial-up Internet customers choose to migrate to DTV
or broadband Internet services in areas where we do not have an adequate
network, we may lose these customers to competitors that can provide these
services. For example, of the approximately 1.5 million homes passed by our
network in London, we are not able to offer broadband Internet to
approximately 815,000 homes. However, broadband Internet is being offered
in this area by some of our competitors. Some of our customers in this area
currently use our dial-up Internet services, and may also use our telephone
or television services. These customers may discontinue some or all our
services if they decide to use the broadband Internet services provided by
our competitors. In particular, on August 24, 2004, Wanadoo launched a
competitive high-speed broadband Internet service in the UK. Wanadoo is
owned by France Telecom, which holds a significant number of Series A
warrants to purchase our common stock.

WE COULD EXPERIENCE AN ADVERSE EFFECT ON OUR CUSTOMER SERVICE, CUSTOMER
ACQUISITIONS, CUSTOMER CHURN RATE AND OPERATING COSTS IF WE DO NOT
SUCCESSFULLY INTEGRATE OUR VARIOUS BILLING AND OPERATION PLATFORMS IN A
TIMELY MANNER.

     As a result of our growth through acquisitions, we inherited numerous
billing and customer service systems. We are in the process of integrating
our various billing systems and customer databases to improve our customer
service and our collections. It is possible that billing errors and other
customer service problems will occur during this integration, potentially
resulting in increased customer churn. In addition, we cannot be certain
that this integration project will be successful. If the full integration
of our billing and customer service systems is not successful, we could
experience an adverse effect on our customer service, customer
acquisitions, customer churn rate and costs of maintaining these systems
going forward. We have attempted to integrate our billing systems in the
past, but previous integration projects were not completed.

FAILURE TO MARKET BROADBAND INTERNET SERVICES SUCCESSFULLY WILL ADVERSELY
IMPACT OUR REVENUE AND RESULTS OF OPERATIONS.

     A significant component of our strategy is to successfully market
broadband Internet services to residential customers. We believe that our
"triple play" offering of telephone service, broadband access to the
Internet and digital television will prove attractive to our existing
customer base and allow us to increase our average revenue per user, or
ARPU. However, broadband Internet usage by residential customers remains a
relatively new and underdeveloped market. As of June 30, 2004, out of
approximately 6.8 million homes currently able to receive broadband
Internet service from us, we had approximately 1.1 million residential
customers receiving this service. In addition, we face significant
competition in these markets through alternative Internet access media,
including digital subscriber line, or DSL, services offered by companies
like BT and Freeserve and dial-up services offered by many companies,
including America Online. If customers are not prepared to pay a premium
for broadband Internet access, compared to less expensive slower speed
services like dial-up Internet access, we may not be able to successfully
market broadband Internet services. If we are unable to charge prices for
broadband Internet services that are anticipated in our business plan in
response to competition or if our competition delivers better services to
our customers, our results of operations will be adversely affected.

WE ARE SUBJECT TO TAXATION IN MULTIPLE JURISDICTIONS.

     We are subject to taxation in the U.S., the UK and the Republic of
Ireland. Our effective tax rate and tax liability will be affected by a
number of factors, like the amount of taxable income in particular
jurisdictions, the tax rates in these jurisdictions, tax treaties between
jurisdictions, the extent to which we transfer funds to and repatriate
funds from our subsidiaries, and future changes in the law. Our tax
liability will be dependent upon our operating results and the manner in
which our operations are funded. Generally, the tax liability for each
legal entity is determined either on a non-consolidated basis or on a
consolidated basis only with other entities incorporated in the same
jurisdiction. In either case, our tax liability is determined without
regard to the taxable losses of non-consolidated affiliated entities. As a
result, we may pay income taxes in one jurisdiction for a particular period
even though on an overall basis we incur a net loss for that period.

WE HAVE HISTORICALLY HAD A DEFICIENCY OF EARNINGS TO FIXED CHARGES AND OUR
EARNINGS IN THE FUTURE MAY NOT BE SUFFICIENT TO COVER THOSE FIXED CHARGES.

     For the six months ended June 30, 2004, and the years ended December
31, 2003, 2002, 2001, 2000 and 1999, our earnings were insufficient to
cover fixed charges. The deficiency was approximately $568.8 million for
the six months ended June 30, 2004, $959.6 million for the year ended
December 31, 2003, $2,447.8 million for the year ended December 31, 2002,
$11,786.6 million for the year ended December 31, 2001, $2,563.1 million
for the year ended December 31, 2000 and $785.2 million for the year ended
December 31, 1999. Fixed charges consist of interest expense, including
capitalized interest, amortization of fees related to debt financing and
rent expense deemed to be interest. Our earnings in the future may not be
sufficient to cover those fixed charges.

OUR INTERNAL CONTROLS NEED TO BE IMPROVED.

     Following our emergence from Chapter 11 reorganization, we undertook
an examination of a number of our internal controls and procedures. From
that examination, we determined that some of our controls and procedures
should be improved. For example, as a result of our historical growth
through acquisitions, our internal control systems are derived from
disparate businesses. We identified the need to improve the documentation
of our detailed accounting policies and procedures to ensure that they are
consistently applied throughout our business. We also identified the need
to improve our procedures for reconciling between our telephone call data
records and billing systems and the need for a comprehensive disaster
recovery plan.

     In addition, we are examining methods for improving management's
control of operations by developing consistent policies for the procurement
and management of contracts with third-party vendors. Furthermore, we are
working to improve our operating practice and procedures relating to
budgeting, authorizing, monitoring and appraising major projects. Although
we have policies in place, we are working to ensure that they are
consistently applied.

     Pursuant to the Sarbanes-Oxley Act of 2002, we will be required to
include in our Form 10-K filings, beginning with our Form 10-K for the year
ending December 31, 2004, a report by our management as to the
effectiveness of our internal controls over financial reporting and our
independent auditors will be required to attest to and report on this
evaluation by management. We have set up a project team that is working to
document, evaluate and test our internal controls to enable our management
to report that we have effective internal controls over financial reporting
at December 31, 2004. There can be no assurance that we will achieve this
objective. In particular, as we complete the integration of our billing
systems, we may temporarily experience periods of ineffectiveness over
internal controls over financial reporting relating to these systems.

WE ARE SUBJECT TO SIGNIFICANT COMPETITION IN EACH OF OUR REPORTABLE
SEGMENTS AND WE EXPECT THAT COMPETITION WILL INTENSIFY.

     BT and BSkyB dominate some of the markets in which we operate our
telephone and television services. These competitors each have very large
market shares and generally have fewer financial and operating constraints
than we have. As existing technology develops and new technologies emerge,
we believe that competition will intensify in each of our business areas.
For example, mobile telephone services are becoming increasingly popular as
an alternative to fixed line services like ours. In addition, the
imposition of carrier pre-select on BT is encouraging new companies to
enter the telephone resale market which will increase pricing pressure on
our telephone services. In the digital television market, Freeview is
expected to launch a low-cost pay-TV service that may compete for digital
television customers. Also, BT, or a third party to whom BT resells
capacity may provide program content like video-on-demand over the BT DSL
network. Some of our competitors have substantially greater financial and
technical resources than we have. Moreover, we may be required to reduce
prices if our competitors reduce prices or as a result of any other
downward pressure on prices for telecommunications services. For example,
BT recently announced plans to reduce the price of calls by about 10% for
approximately 6 million of its telephone customers. Any reduction in our
prices could have an adverse effect on our results of operations and
financial condition.

     In addition, BSkyB has access to various movie and sports programming
content that is used to create some of the most popular pay-TV channels in
the UK. While we carry several of those channels on our systems, we are
dependent upon BSkyB to provide us with this content. The Office of Fair
Trading, or OFT, has determined that BSkyB was dominant in some wholesale
premium pay-TV markets in the UK, specifically in its offering of various
sports content and premium pay-TV movie channels. Although this
determination of "dominance" could constrain BSkyB in its pricing of these
channels, the current pricing for this content remains unfavorable to us.
We and BSkyB have reached agreement on the main principles of a marketing
incentive scheme that will provide us with improved economic terms based on
increased sales of BSkyB's premium movie and sports channels. Conclusion of
this deal is subject to various matters, including the negotiation of a
long form carriage agreement. There can be no assurance that we will enter
into a definitive agreement with BSkyB, that any changes to the existing
pricing arrangements will be made and if made, that any changes will prove
beneficial to us.

     Our contract with BSkyB for the supply of its basic channels expires
in 2006. If it is not renewed, this could result in a loss of present
customers or make it more difficult for us to attract new customers and
this could have a material adverse effect on our business and financial
condition.

WE HAVE EXPERIENCED SIGNIFICANT CHANGES IN OUR SENIOR MANAGEMENT AND OUR
MANAGEMENT TEAM HAS BEEN TOGETHER FOR A LIMITED TIME.

     A small number of key executive officers manage our businesses. Since
completion of the Plan, there have been a number of changes in our senior
management team. On September 7, 2004, we announced that Scott E. Schubert,
our current chief financial officer, would assume the position of Executive
Vice President--Corporate Development and that Jacques Kerrest would
succeed Mr. Schubert as chief financial officer, effective as of September
20, 2004. Mr. Schubert and , James F. Mooney, our chairman, joined us in
March 2003. In April 2003, Simon P. Duffy joined us as our chief operating
officer. In August 2003, Barclay Knapp resigned as our president and chief
executive officer and was replaced by Mr. Duffy. The loss of one or more of
our executive officers could have a material adverse effect on us. A number
of other executive officers, who were based in New York, also resigned in
2003. The responsibilities of these persons were delegated to existing and
new employees.

     Because of these management departures, additions and changes in
roles, our current management team has not worked together in their current
positions for a significant length of time and may not be able to work
together effectively in these new positions to successfully develop and
implement our business strategies. In addition, as a result of these
management changes, management may need to devote significant attention and
resources to preserve and strengthen relationships with employees and
customers. All members of our management team will need to overcome the
challenges created by any vacancies in our senior management positions that
remain unfilled. We believe that our future success will depend in large
part on our continued ability to attract and retain highly skilled and
qualified personnel. Although we have entered into employment contracts
with most of our executive officers, those contracts cannot prevent these
individuals from resigning. In most cases, if an individual does resign, he
is bound by non-compete clauses which may or may not discourage the
individual from leaving.

     If our new management team is unable to develop successful business
strategies, achieve our business objectives or maintain effective
relationships with employees and customers, our ability to grow our
business and successfully meet operational challenges could be impaired.

A CATASTROPHE AT ONE OR MORE OF THE LOCATIONS WHERE OUR CRITICAL CABLE
NETWORK SYSTEMS ARE HOUSED COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.

     Our business is dependent on many sophisticated critical systems,
which support all of the various aspects of our cable network operations.
The hardware supporting a large number of critical systems for our cable
network is housed in a relatively small number of locations. If one or more
of these locations were to be subject to fire, natural disaster, terrorism
including electronic sabotage, power loss or other catastrophe, we would
not be able to pass transmission signals over our cable network. This would
cause serious harm to our business. Although we have disaster recovery
plans in respect of our ntl: networks and the network of ntl: broadcast
which are designed to prevent or mitigate a potential failure, we cannot
assure you that any disaster recovery, security and service continuity
protection measures we have, or may take, in the future will be sufficient.
In addition, although we build our cable network in resilient rings to
ensure the continuity of network availability in the event of any damage to
our underground fibers, it is likely that no transmission signals will be
able to pass if any ring is cut twice. In particular, a portion of our
Irish operation is dependent upon our Sirius undersea ring connecting the
Republic of Ireland to the UK.

FAILURE IN OUR TECHNOLOGY OR TELECOMMUNICATIONS SYSTEMS COULD SIGNIFICANTLY
DISRUPT OUR OPERATIONS, WHICH COULD REDUCE OUR CUSTOMER BASE AND RESULT IN
LOST REVENUES.

     Our success depends, in part, on the continued and uninterrupted
performance of our IT systems as well as our customer service centers. Our
computer systems are vulnerable to damage from a variety of sources,
including telecommunications failures, malicious human acts and natural
disasters. Moreover, despite security measures, our servers are potentially
vulnerable to physical or electronic break-ins, computer viruses and
similar disruptive problems. Despite the precautions we have taken,
unanticipated problems affecting our systems could cause failures in our IT
systems, including systems that are critical for timely and accurate
customer billing, or our customer service centers. Sustained or repeated
system failures that interrupt our ability to provide service to our
customers or otherwise meet our business obligations in a timely manner
would adversely affect our reputation and result in a loss of customers and
net revenue. Although some of our IT systems are covered by a disaster
recovery plan, we are currently developing a comprehensive disaster
recovery plan for all of our IT systems in conjunction with the integration
of our customer and billing databases. We cannot assure you that our
existing disaster recovery plan will be sufficient, nor whether any changes
to that plan could be implemented on a timely basis, or at all, and if
implemented will be sufficient.

WE DO NOT INSURE THE UNDERGROUND PORTION OF OUR CABLE NETWORK AND VARIOUS
PAVEMENT-BASED ELECTRONICS ASSOCIATED WITH OUR CABLE NETWORK.

     We obtain insurance of the type and in the amounts that we believe are
customary for similar companies. Consistent with this practice, we do not
insure the underground portion of our cable network or various
pavement-based electronics associated with our cable network. Substantially
all of our cable network is constructed underground. As a result, any
catastrophe that affects our underground cable network or our
pavement-based electronics could prevent us from providing services to our
customers and result in substantial uninsured losses.

THE TELECOMMUNICATIONS INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES
AND WE CANNOT PREDICT THE EFFECT OF ANY CHANGES ON OUR BUSINESSES.

     The services we provide our customers may become outdated due to
technological breakthroughs rendering our services out of date. In
addition, our business plan contemplates the introduction of services using
new technologies. Our investments in those new services, like those related
to the third generation, or 3G, mobile network, may prove premature. We may
not realize anticipated returns on these new products. The cost of
implementation of emerging and future technologies could be significant.
Our ability to fund this implementation may depend on our ability to obtain
additional financing.

OUR PROSPECTS WILL DEPEND, IN PART, ON OUR ABILITY TO CONTROL OUR COSTS
WHILE MAINTAINING AND IMPROVING OUR SERVICE LEVELS.

     As a result of capital constraints imposed on our business during our
restructuring, we reduced expenditures in a variety of areas, including a
substantial reduction in capital expenditures, a reduction in the number of
our employees and the outsourcing of some functions. Some of these
expenditures, particularly capital expenditures and employee costs, may
increase in future periods in order to accommodate growth in our business.
Our prospects will depend in part on our ability to continue to control
costs and operate more efficiently, while maintaining and improving our
existing service levels. In particular, in order to reduce costs, we are in
the process of negotiating with several of our vendors for better terms
under existing and future agreements. We cannot be certain that these
negotiations will conclude successfully.

NTL: BROADCAST AND NTL: CARRIERS ARE DEPENDENT UPON ITV AND OTHER CONTRACTS.

     ntl: broadcast has contracts for the provision of television
broadcasting transmission services across the UK to 15 regional commercial
television stations, collectively known as ITV, Channel 4/S4C and five,
formerly Channel 5. Although the ITV companies and Channel 4/S4C have
renewed their contracts with us in the past, we cannot assure you that they
will do so upon expiration of their current contracts in 2012. Our contract
with five is up for renewal in 2007. Even if the current contracts are
renewed, the terms of renewal may be on a basis less favorable to us or may
not cover all of the transmission services that we currently provide to
them. The UK government may decide to reallocate the analog spectrum
currently used by these broadcasters, forcing them to migrate to digital
spectrums before the expiration of these contracts. This would result in
the termination of our analog contracts prior to their expiration dates,
which would have an adverse effect on our results of operations.

     Other contracts important to ntl: broadcast include a contract for the
provision of communications services to the Metropolitan Police in London.
This contract is subject to renewal in October 2004. We cannot assure you
that the renewal will be on the same basis as the existing contract or that
the Metropolitan Police will not seek other parties to provide some or all
of the services we currently provide for them. The Metropolitan Police in
London is our largest public safety customer.

     ntl: carriers has a contract with Orange Personal Communications
Services Limited, or Orange, for the design, construction and operation of
elements of Orange's mobile network in the UK. The minimum term of this
contract is scheduled to expire in 2006 and we cannot assure you that it
will be renewed.

     In addition, ntl: carriers currently has a contract with Vodafone
Group Plc, or Vodafone, for the supply of mobile transmission services,
including core inter-switch and backhaul network capacity in the UK. This
contract is scheduled to terminate in October 2004, and we do not expect
that this contract will be renewed.

NTL: BROADCAST IS DEPENDENT UPON SITE SHARING ARRANGEMENTS WITH ITS
PRINCIPAL COMPETITOR.

     As a result of various factors, including a natural shortage of
potential transmission sites and the difficulties in obtaining local
planning permission for erection of further masts, we made arrangements
with Crown Castle UK Limited, or Crown, to share a large number of analog
tower sites that are owned by either us or Crown. Crown was a subsidiary of
Crown Castle International Corp., although Crown Castle International Corp.
recently sold Crown to National Grid Transco plc. We cannot assure you that
these site sharing arrangements will remain in place. Termination of the
site sharing arrangements would have a material adverse effect on us,
particularly if we no longer have the use of transmission sites owned by
Crown.

     We are negotiating a formal arrangement with Crown pending
finalization of a digital site sharing agreement that is expected to be on
terms similar to our existing analog site sharing agreement. We currently
have an informal arrangement with Crown with respect to sharing digital
sites. We cannot assure you that we will reach a formal arrangement with
Crown with respect to digital site sharing.

OUR BUSINESS IS SUBJECT TO GOVERNMENT REGULATION AND CHANGES IN CURRENT
REGULATIONS MAY ADVERSELY AFFECT US.

     Our principal business activities are regulated and supervised by
various governmental bodies. For example, the majority of the prices that
our ntl: broadcast segment may charge the ITV companies and Channel 4/S4C
for transmission services are subject to regulation by our primary
regulator, the Office of Communications, or OFCOM.

     In addition, OFCOM launches regulatory initiatives from time to time.
For example, priorities in OFCOM's 2004/5 Annual Plan includes the
promotion of effective and sustainable competition in both the wholesale
and retail broadband markets, addressing the need for greater competition
in fixed-line telephone markets, and reviewing the market for local loop
unbundling. Since BT is the dominant supplier in these markets, OFCOM may
require BT to price its wholesale services so that its network operator
competitors can compete effectively by making sufficient margin on their
activities. While the imposition of this requirement on BT may allow us to
benefit from improved wholesale pricing, it may force retail prices down
generally in these markets, including the charges we make to our customers.
OFCOM initiatives may also require significant expenditures by us. For
example, OFCOM recently increased the amount of the funds that
communications providers must hold to cover any liabilities that they may
incur in installing infrastructure on public land.

     Changes in laws, regulations or governmental policy or the
interpretations of those laws or regulations affecting our activities, like
licensing requirements, changes in price or cost regulation and
deregulation of interconnection arrangements, could have a material adverse
effect on us. For example, in the past OFCOM has reserved the right to
impose universal service obligations on communication service providers.

     We are also subject to regulatory initiatives of the European Union,
or the EU. Changes in EU directives may reduce our range of programming and
increase the costs of purchasing television programming or require us to
provide access to our cable network infrastructure to other service
providers. Any of these changes could have a material adverse effect on our
results of operations. In addition, EU regulators are proposing the
adoption of a common European standard for set-top boxes used in customer
premises equipment that is not compatible with our set-top boxes. If this
change is adopted, we could incur substantial costs to modify our
equipment.

OUR COMPLETED CHAPTER 11 REORGANIZATION MAY HARM OUR BUSINESS AND OUR BRAND
NAME.

     Adverse publicity or news coverage regarding our recent Chapter 11
reorganization and financial condition could have an adverse effect on
parts of our business. We may find it difficult to convince customers to
subscribe for our services and any negative publicity or news coverage may
be used by our competition to convince customers to discontinue our
service, increasing customer churn. Although we have completed the Plan, it
is possible that this negative publicity will have a long-term effect on us
and our brand name. For example, our recent reorganization has had an
adverse impact on our credit standing with our suppliers and other trade
creditors. This increases our costs of doing business and hinders our
negotiating power with our suppliers and other trade creditors. Similarly,
negative press about the financial condition of other cable and pay
television operations and alternative telecom carriers in general may
affect our reputation.

FRESH-START REPORTING MAY MAKE FUTURE FINANCIAL STATEMENTS DIFFICULT TO
COMPARE.

     As a result of the completion of the Plan, we are operating our
business under a new capital structure. In addition, we adopted fresh-start
reporting in accordance with SOP 90-7 as of January 1, 2003. Because SOP
90-7 required us to reset our assets and liabilities to current fair
values, our financial condition and results of operations after our
reorganization will not be comparable in some material respects to the
financial condition or results of operations reflected in our historical
financial statements for periods prior to January 1, 2003 included, or
incorporated by reference, in this prospectus. This may make it difficult
to assess our future prospects based on historical performance.

WE ARE SUBJECT TO CURRENCY AND INTEREST RATE RISKS.

     We encounter currency exchange rate risks because substantially all of
our revenues and operating expenses are earned and paid primarily in pounds
and, to a lesser extent, euros, but we pay interest and principal
obligations with respect to a portion of our existing indebtedness in U.S.
dollars and euros. To the extent that the pound declines in value against
the U.S. dollar, the effective cost of servicing our U.S. dollar
denominated debt will be higher. To the extent that the pound declines in
value against the euro, the effective cost of servicing our euro
denominated debt will be higher. Changes in the exchange rate result in
foreign currency transaction gains or losses. As of June 30, 2004, $920.2
million, or 16.7%, of our long-term debt was denominated in U.S. dollars
and (euro)376.0 million, or 8.3% of our long-term debt was denominated in
euros.

     Because the revenues and expenses from our principal operations are
denominated primarily in pounds but we report our financial results in U.S.
dollars, our financial results are also impacted by currency fluctuations
which are unrelated to our underlying results of operations.

     We are also subject to interest rate risk because we have substantial
indebtedness at variable interest rates. As of June 30, 2004, our interest
was determined on a variable basis on $4,049.2 million, or 73.6%, of our
long-term debt. An increase in interest rates of 0.25% would have increased
our interest expense by approximately $10.1 million per year.

     We are required under the terms of our new credit facility to enter
into various currency and interest hedging contracts. We have entered into
several derivative financial instruments including interest rate and
foreign currency contracts to modify the cash flow risk exposures in
connection with our issued debt. We cannot assure you that these
transactions, or any other hedging transactions we might enter into, will
be successful or that shifts in the currency exchange rates or interest
rates will not have a material adverse effect on us.

PROVISIONS OF OUR DEBT AGREEMENTS, OUR STOCKHOLDER RIGHTS PLAN, OUR
CERTIFICATE OF INCORPORATION AND DELAWARE LAW COULD PREVENT OR DELAY A
CHANGE OF CONTROL OF OUR COMPANY.

     We may, under some circumstances involving a change of control of our
company, be obligated to offer to repurchase substantially all of our
outstanding senior notes and repay our outstanding indebtedness under our
new credit facility and other indebtedness. We cannot assure you that we
will have available financial resources necessary to repurchase those notes
or repay that indebtedness in those circumstances.

     If we cannot repurchase those senior notes or repay our indebtedness
under our new credit facility or other indebtedness in the event of a
change of control of our company, the failure to do so would constitute an
event of default under the agreements under which that indebtedness was
incurred and could result in a cross-default under other indebtedness that
does not have similar provisions. The threat of this could have the effect
of delaying or preventing transactions involving a change of control of our
company, including transactions in which our stockholders would receive a
substantial premium for their shares over the then current market prices,
or otherwise which they may deem to be in their best interest.

     Our stockholder rights plan, some provisions of our amended and
restated certificate of incorporation and our ability to issue additional
shares of common stock or preferred stock to third parties without
stockholder approval may have the effect, alone or in combination with each
other, of preventing or making more difficult transactions involving a
change of control of our company. In addition, we are subject to the
Delaware anti-takeover law that prohibits some Delaware corporations from
engaging in business combinations or other transactions with any
stockholder who owns 15% or more of the corporation's outstanding voting
stock, for three years following the date that the stockholder acquired
that interest.

ONE OF OUR LARGEST STOCKHOLDERS HAS AN INFLUENCE OVER OUR BUSINESS AND
AFFAIRS.

     As of August 26, 2004 W.R. Huff Asset Management Co., L.L.C., or W.R.
Huff Asset Management, owned approximately 12.8% of our outstanding common
stock.

     William R. Huff is the principal and president of W.R. Huff Asset
Management and serves on our board of directors. Edwin M. Banks is a
portfolio manager for W.R. Huff Asset Management and serves on our board of
directors. As a result of these relationships, when conflicts between the
interests of W.R. Huff Asset Management and the interests of our other
stockholders arise, these directors may not be disinterested. These
stockholders may also from time to time make significant investments in
other telecommunications companies, including their present investment in
Telewest Global, Inc., or Telewest. A number of our significant
stockholders and their affiliates, including W.R. Huff Asset Management and
Franklin Mutual Advisers, LLC, or Franklin Mutual Advisers, are significant
stockholders of Telewest. This may result in conflicts of interest. In
addition, these stockholders may own debt securities of our subsidiaries,
including the senior notes. Actions these stockholders take relating to
these investments may conflict with the interests of our other
stockholders. Under Delaware law, although our directors and officers have
a duty of loyalty to us, transactions that we enter into in which a
director has a conflict of interest are generally permissible so long as
the material facts as to the director's or officer's relationship or
interest as to the transaction are disclosed to our board of directors and
a majority of our disinterested directors approves the transaction, or the
transaction is otherwise fair to us.

     Our seven largest stockholders, including W.R. Huff Asset Management,
own approximately 59.8% of our outstanding common stock as of August 26,
2004.

RISKS RELATED TO OUR COMMON STOCK

WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE
FUTURE.

     We have never paid cash dividends on our common stock and do not
expect to pay dividends on our common stock in the foreseeable future. Our
payment of any dividends in the future will be at the discretion of our
board of directors and will depend upon various factors, including future
earnings, operations, capital requirements, our general financial condition
and the general financial condition of our subsidiaries. In addition, under
Delaware law, unless a corporation has available surplus it cannot declare
or pay dividends on its capital stock.

     Furthermore, our various debt agreements impose limitations on the
payment of dividends, the distribution of earnings and the making of other
payments to us by our subsidiaries. These restrictions limit amounts
available for us to pay dividends on our common stock. The terms of any
future indebtedness may contain similar limitations.

THE MARKET PRICE OF OUR COMMON STOCK IS SUBJECT TO VOLATILITY AS WELL AS
TRENDS IN THE TELECOMMUNICATIONS INDUSTRY IN GENERAL.

     The current market price of our common stock may not be indicative of
prices that will prevail in the trading markets in the future. The market
price of our common stock could be subject to wide fluctuations in response
to numerous factors, many of which are beyond our control. These factors
include actual or anticipated variations in our operational results and
cash flow, our earnings releases and our competitors' earnings releases,
announcements of technological innovations, changes in financial estimates
by securities analysts, trading volume, market conditions in the industry
and the general state of the securities markets and the market for
telecommunications stocks, changes in capital markets that affect the
perceived availability of capital to communications companies, governmental
legislation or regulation, currency and exchange rate fluctuations, as well
as general economic and market conditions, like recessions. In particular,
valuations of telecommunications companies have generally fallen over the
past few years. Trends in this industry are likely to have a corresponding
impact on the price of our common stock.

SALES OF LARGE AMOUNTS OF OUR COMMON STOCK OR THE PERCEPTION THAT SALES
COULD OCCUR MAY DEPRESS OUR STOCK PRICE.

     As of August 26, 2004, there were 87,577,986 shares of common stock
outstanding. At the time of our emergence from Chapter 11, we granted to
the selling stockholders rights to cause us, at our expense, to file one or
more registration statements under the Securities Act covering resales of
shares of our common stock held by them, including upon exercise of the
Series A warrants. In addition, we have granted to some of the selling
stockholders and certain investment funds and accounts managed by Oaktree
Capital similar registration rights covering resales of shares of common
stock acquired by them upon exercise of rights in the rights offering.
These shares may also be sold under Rule 144 under the Securities Act,
depending on their holding period and subject to significant restrictions
in the case of shares held by persons deemed to be our affiliates.

     Sales of large blocks of shares of our common stock in the public
market could lower our stock price and impair our ability to raise funds in
future stock offerings.

WE MAY IN THE FUTURE SEEK TO RAISE FUNDS THROUGH EQUITY OFFERINGS, WHICH
COULD HAVE A DILUTIVE EFFECT ON OUR COMMON STOCK.

     In the future we may determine to raise capital through offerings of
our common stock, securities convertible into our common stock, or rights
to acquire these securities or our common stock. In any case, the result
would ultimately be dilutive to our common stock by increasing the number
of shares outstanding. We cannot predict the effect this dilution may have
on the price of our common stock.

INTERESTS OF OUR STOCKHOLDERS MAY ALSO BE DILUTED BY POTENTIAL ADJUSTMENTS
TO OUTSTANDING OPTIONS AND WARRANTS AND THE TREATMENT OF OPTIONS MAY HAVE
AN ADVERSE ACCOUNTING IMPACT.

     We had outstanding options to purchase 3,109,477 shares at an average
exercise price of $19.82 per share under the Amended and Restated NTL 2004
Stock Incentive Plan, formerly known as the NTL 2003 Stock Option Plan, as
of July 30, 2004. Under the terms of the plan, in the event of a
transaction affecting our capitalization, the compensation committee of our
board of directors shall proportionately adjust the number of shares
covered by outstanding options and the exercise price of these options so
as to, in the committee's judgment and sole discretion, prevent the
diminution or enlargement of the benefits intended by the plan. The
committee has not made any determination at this time whether any
adjustment will be made to the outstanding options. In making this
determination, the committee will take into account various factors. Under
generally accepted accounting principles, there may be adverse accounting
consequences in connection with equity restructurings, including rights
offerings, if these accounting principles require that equitable or other
appropriate adjustments be made to our outstanding options to avoid these
adverse consequences and no adjustments are made. If these adverse
accounting consequences were to occur, we would be required to expense over
the remaining vesting period of our outstanding options the difference
between the market value of our shares after giving effect to the rights
offering and the exercise prices for all outstanding options. Under some
limited circumstances, for each subsequent quarter, we may be required to
take into account in reporting this expense change to the market price of
our shares as of the end of each quarter.

RISKS RELATED TO OUR CAPITAL STRUCTURE

OUR SUBSTANTIAL AMOUNT OF DEBT COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH
AND DIMINISH STOCKHOLDER VALUE.

     We are highly leveraged. As of June 30, 2004, our long-term
indebtedness was (pound)3.0 billion, or $5.5 billion. Our substantial
indebtedness could adversely affect us by:

     o    making it more difficult for us to satisfy our payment and other
          obligations under the senior notes and our payment and other
          obligations under our new credit facility;

     o    limiting our ability to borrow money for working capital, capital
          expenditures, acquisitions or other purposes, if needed, and
          increasing the cost of any of these borrowings;

     o    requiring us to dedicate a substantial portion of our cash flow
          from operations to service our debt, which reduces the funds
          available for operations and future business opportunities;

     o    limiting our flexibility in responding to changing business and
          economic conditions, including increased competition and demand
          for new services; and

     o    placing us at a disadvantage when compared to our competitors
          that have less debt.

     Under the terms of the indenture governing the senior notes, we could
incur significant additional indebtedness in the future that would
intensify the leverage-related risks described above.

     Interest on debt under our new credit facility and interest on the
floating rate senior notes are calculated on a floating rate basis. As of
June 30, 2004, 73.6% of our long-term indebtedness accrues interest at
variable interest rates. An increase in interest rates would increase our
interest expense under our new credit facility to the extent that this debt
is not covered by any hedging instrument, which would reduce the funds
available to make payments on the senior notes and any other debt we have
and the funds available to finance our operations and future business
opportunities. While we are obliged to hedge a portion of the outstanding
debt under our new credit facility against fluctuations in interest rates
and may wish to minimize further our exposure to increases in interest
rates through additional hedging arrangements, we may still be subject to
interest rate increases.

WE MAY NOT HAVE ENOUGH CASH AVAILABLE TO SERVICE OUR DEBT.

     Our ability to make payments on the senior notes and meet our other
debt service obligations, and to fund planned capital and development
expenditures or opportunities that may arise, including acquisitions of
other businesses, will depend on our ability to generate sufficient cash in
the future. Our ability to generate cash is affected by our success in
implementing our business strategy, as well as general economic, financial,
competitive, regulatory, technological and other factors that are beyond
our control. If we cannot generate sufficient cash to meet our debt service
requirements, we may:

     o    be forced to reduce or delay our business activities and capital
          expenditures;

     o    sell assets;

     o    issue additional debt or equity capital; or

     o    restructure or refinance all or a portion of our debt.

     If we are not able to refinance our debt, obtain additional financing
or sell assets on commercially reasonable terms, or at all, we may not be
able to satisfy our obligations with respect to our debt. The terms of our
existing and future indebtedness may limit our ability to pursue any of
these alternatives or to use any excess cash flow or cash proceeds to
service our debt. Our new credit facility includes terms which require that
excess cash flow and cash generated from some asset sales, equity and debt
issuances must be used to mandatorily prepay the principal amounts
outstanding under our new credit facility. In addition, NTL Cable's
subsidiaries may not have sufficient funds to repay all of their
obligations, including their intercompany loans, and to make payments to
NTL Cable to enable it to make payments on the senior notes. For example,
the indenture governing the senior notes allows subsidiaries of NTL Cable
to incur indebtedness which by its terms limits the ability of these
subsidiaries to pay dividends to NTL Cable. If we default on any of our
debt instruments, borrowings under other debt instruments that contain
cross-default or cross-acceleration provisions may be accelerated or become
payable on demand.

WE ARE A HOLDING COMPANY AND ARE DEPENDENT UPON CASH FLOW FROM OUR
SUBSIDIARIES TO MEET OUR OBLIGATIONS.

     We and a number of our subsidiaries are holding companies with no
independent operations or significant assets other than investments in
subsidiaries. We and each of these holding companies depend upon the
receipt of sufficient funds from our subsidiaries to meet our obligations.
The inability to transfer cash among entities within our restricted group
may mean that even though we may have sufficient resources to meet our
obligations, we may not be permitted to make the necessary transfers from
one entity in our restricted group to another entity in our restricted
group in order to make payments to the entity which has the obligations to
be met.

     The terms of our new credit facility and the senior notes limit the
payment of dividends, loan repayments and other distributions to or from
these companies under many circumstances. Various agreements governing the
debt that may be issued by our subsidiaries from time to time may restrict
and, in some cases, prohibit the ability of these subsidiaries to move cash
within our restricted group. Under the indenture governing the senior
notes, subsidiaries of NTL Cable are permitted to incur additional
indebtedness which may contain similar restrictions. Some of our
subsidiaries are also dependent on funding from NTL Cable or other holding
companies. In addition, a default by any subsidiary on its debt is likely
to result in reduced dividends or distributions by the defaulting entity to
us. Reduced distributions by any of these subsidiaries could have a
material adverse effect on us.

     Applicable law may also limit the amounts that some of our
subsidiaries are permitted to pay as dividends or distributions on their
equity interests.

THE RESTRICTIVE COVENANTS UNDER OUR INDEBTEDNESS MAY LIMIT OUR ABILITY TO
MAKE PAYMENTS ON OUR INDEBTEDNESS OR OTHERWISE OPERATE OUR BUSINESS.

     The agreements governing our outstanding indebtedness contain
restrictive covenants that limit the discretion of our management over
various business matters. For example, the covenants restrict our ability
to:

     o    incur or guarantee additional indebtedness;

     o    pay dividends or make other distributions, or redeem or
          repurchase equity interests or subordinated obligations;

     o    make investments;

     o    sell assets, including the capital stock of subsidiaries;

     o    enter into sale/leaseback transactions;

     o    create liens;

     o    enter into agreements that restrict the restricted subsidiaries'
          ability to pay dividends, transfer assets or make intercompany
          loans;

     o    merge or consolidate or transfer all or substantially all of our
          assets; and

     o    enter into transactions with affiliates.

     These restrictions could materially adversely affect our ability to
finance our future operations or capital needs or to engage in other
business activities that may be in our best interests. We may also incur
other indebtedness in the future that may contain financial or other
covenants more restrictive than those applicable under our existing
indebtedness.

     In addition, our new credit facility requires us to comply with
various financial covenants. Events beyond our control may affect our
ability to comply with these financial covenants.

     Our failure to comply with these financial covenants and other
obligations could cause an event of default under our new credit facility.
If an event of default occurs, our lenders could elect to declare all
amounts outstanding and accrued and unpaid interest on our new credit
facility to be immediately due, and the lenders could then foreclose upon
the assets securing our new credit facility. A payment default on other
indebtedness may also constitute an event of default under the terms of the
senior notes. If an event of default occurs, we cannot assure you that we
would have sufficient assets to repay all of our obligations.
USE OF PROCEEDS

     We will not receive any proceeds from the sale of the common stock
sold by the selling stockholder pursuant to this prospectus. The selling
stockholder will receive all of the proceeds from any of these sales.
SELLING STOCKHOLDER

     The following chart sets forth as of August 26, 2004 information with
respect to the amount of common stock held by the selling stockholder. The
chart shows the number of shares of common stock beneficially owned by the
selling stockholder as of the date indicated, the percentage of the class,
the maximum number of shares of common stock being offered, the number of
shares of our common stock owned by the selling stockholder after the
offering is completed and the percentage of the class. The chart also
indicates the nature of any position, office or other material relationship
which the selling stockholder has had within the past three years with us
or any of our predecessors or affiliates.
NUMBER OF SHARES BENEFICIALLY OWNED                             NUMBER OF SHARES BENEFICIALLY
                                       PRIOR TO THE OFFERING                                     OWNED AFTER THE OFFERING(3)
                                -----------------------------------                             -----------------------------
                                                                         MAXIMUM NUMBER OF
                                                      PERCENTAGE OF     SHARES TO BE OFFERED      NUMBER OF        PERCENTAGE
SELLING STOCKHOLDER             NUMBER OF SHARES          CLASS                HEREBY               SHARES          OF CLASS
------------------------      --------------------  ----------------- ------------------------  -------------    --------------
James F. Mooney (1)               186,611                *               106,663(2)                 --              --
* Less than 1%

(1)  James F. Mooney is currently the chairman of our Board of Directors.

     Stock Options:

     Pursuant to Mr. Mooney's agreement with us, Mr. Mooney was granted
     options to purchase 400,000 shares under the NTL 2003 Stock Option
     Plan. Mr. Mooney exercised all 100,000 options which were exercisable
     at $9.85 per share and has exercised 90,000 options which were
     exercisable at $15.00 per share. An additional 15,000 options will
     become exercisable on September 30, 2004 at $15.00 per share. The
     remaining 195,000 options will become exercisable at $15.00 per share
     pro rata on a quarterly basis from December 2004 through December
     2007. Mr. Mooney has sold a total of 166,718 shares of the 190,000
     shares of our common stock that he acquired through the exercise of
     options.

     Restricted Shares:

     In 2003, we granted 200,000 shares of restricted common stock to Mr.
     Mooney, 16,667 shares of which vested on March 31, 2003, 66,668 shares
     of which vested on March 31, 2004, 16,667 shares of which vested on
     June 30, 2004, and 16,667 shares of which will vest on the last day of
     each calendar quarter from September 30, 2004 through and including
     September 30, 2005 and 16,663 share of which will vest on December 31,
     2005. Of the 66,668 shares of restricted stock which vested on March
     31, 2004, 29,766 were held back by us. These 29,766 shares had a value
     at that time of $1,765,542.53, representing the amount of US and state
     taxes we remitted on Mr. Mooney's behalf for the income he recognized
     upon the vesting of these 66,668 shares of restricted stock. On July
     5, 2004, we received a refund from the Internal Revenue Service in the
     amount of $395,347.10, representing an overpayment of the US taxes
     paid on Mr. Mooney's behalf in connection with the grant of restricted
     shares. As a result, we returned to Mr. Mooney 6,665 of the shares
     that had been previously withheld by us. As a result, Mr. Mooney
     received a total of 43,567 shares upon the vesting of these 66,668
     shares of restricted stock.

     On March 15, 2004, we granted to Mr. Mooney an additional 50,000
     shares of restricted stock, which grant became effective after
     approval by our stockholders of our 2004 NTL Amended and Restated
     Stock Incentive Plan. 4,167 of these shares vested on May 6, 2004, an
     additional 4,167 shares vested on July 15, 2004 and 4,167 shares will
     vest on October 15, 2004 and on each quarter thereafter until fully
     vested. These 50,000 shares were registered on our Form S-8 filed with
     the SEC on May 6, 2004.

     Through August 26, 2004, Mr. Mooney has sold a total of 78,570 shares
     of restricted stock, representing the number of shares of restricted
     stock which have vested, less the 29,766 shares originally held back
     by us.

     (2) Relates to:

          o    99,998 shares of our common stock previously registered on
               our Form S-8 Registration Statement (File No. 333-115881)
               filed with the SEC on May 26, 2004 which have not yet been
               sold, with the remaining 70,236 shares that had been
               previously registered on the registration statement having
               been sold by the selling stockholder; and

          o    6,665 restricted shares of our common stock granted to Mr.
               Mooney as a result of a tax refund as described in footnote
               1 above.

     (3)  Because the selling stockholder may offer all, some portion, or
          none of the above shares pursuant to this prospectus or
          otherwise, no estimate can be given as to the amount or
          percentage of such securities that will be held by the selling
          stockholders upon termination of any such sale.
PLAN OF DISTRIBUTION

     Our common stock is being registered by us to permit the sale of
common stock by the selling stockholder from time to time after the date of
this prospectus. We will not receive any of the proceeds from the sale by
the selling stockholder of the offered common stock. We will bear all
costs, fees and expenses incurred in connection with our obligation to
register, and the registration of, the offered common stock.

     The selling stockholder may sell the offered common stock from time to
time on any stock exchange or automated interdealer quotation system on
which the offered common stock may be listed or quoted, in the
over-the-counter market, in privately negotiated transactions or otherwise,
at fixed prices that may be changed, at market prices prevailing at the
time of sale, or at prices otherwise negotiated. The selling stockholder
may sell the offered common stock in one or more transactions by one or
more of the following methods, without limitation:

     o    block trades in which the broker or dealer so engaged will
          attempt to sell the offered common stock as agent but may
          position and resell a portion of the block as principal to
          facilitate the transaction;

     o    purchases by a broker or dealer as principal and resale by the
          broker or dealer for its own account pursuant to this prospectus;

     o    an exchange distribution in accordance with the rules of any
          stock exchange on which the offered common stock is listed or
          quoted, including the Nasdaq National Market;

     o    ordinary brokerage transactions and transactions in which the
          broker solicits purchases;

     o    privately negotiated transactions;

     o    short sales;

     o    through the writing of put or call options relating to the
          offered common stock, whether or not the options are listed on an
          options exchange or otherwise;

     o    one or more underwritten offerings on a firm commitment or best
          efforts basis; and

     o    any combination of the above methods of sale or otherwise.

         The selling stockholder may also transfer the securities by gift.

     The selling stockholder may engage brokers and dealers, and any
brokers or dealers may arrange for other brokers or dealers to participate
in effecting sales of the offered common stock. These brokers, dealers or
underwriters may act as principals, or as an agent of a selling
stockholder. Broker-dealers may agree with the selling stockholder to sell
a specified number of the offered common stock at a stipulated price per
security. If the broker-dealer is unable to sell the offered common stock
acting as agent for the selling stockholder, it may purchase as principal
any unsold offered common stock at the stipulated prices. Broker-dealers
who acquire securities as principals may thereafter resell the offered
common stock from time to time in transactions in any stock exchange or
automated interdealer quotation system on which the offered common stock is
then listed or quoted, including the Nasdaq National Market, at prices and
on terms then prevailing at the time of sale, at prices related to the then
current market price or in negotiated transactions. Broker-dealers may use
block transactions and sales to and through broker-dealers, including
transactions of the nature described above.

     In connection with sales of the offered common stock or otherwise, the
selling stockholder may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the offered
common stock in the course of hedging positions they assume with the
selling stockholder, including, without limitation, in connection with
distributions of the offered common stock by those broker-dealers. The
selling stockholder may enter into option or other transactions with
broker-dealers, who may then resell or otherwise transfer that offered
common stock. The selling stockholder may also loan or pledge the offered
common stock to a broker-dealer and the broker-dealer may sell the offered
common stock that is loaned or upon a default may sell or otherwise
transfer the offered common stock that is pledged. The selling stockholder
may also sell short offered common stock and deliver offered common stock
to close out short positions, and in those instances, this prospectus may
be delivered in connection with the short sales and the offered common
stock may be used to cover short sales or loan or pledge offered common
stock to broker-dealers that in turn may sell the offered common stock.

     From time to time, the selling stockholder may pledge, hypothecate or
grant a security interest in some or all of the offered common stock owned
by it. If the selling stockholder defaults in performance of the secured
obligations, pledgees or secured parties may, upon foreclosure, offer and
sell the offered common stock from time to time and shall, for these
purposes, be deemed to be selling stockholder. The selling stockholder may
also transfer and donate the offered common stock in other circumstances.
If a selling stockholder's offered common stock is sold as a result of a
foreclosure or the selling stockholder donates or otherwise transfers its
stock, the number of shares of the offered common stock beneficially owned
by it will decrease when these actions are taken. The plan of distribution
for the offered common stock will otherwise remain unchanged.

     Any underwriters, dealers, brokers or agents participating in the
distribution of the offered common stock may receive compensation in the
form of underwriting discounts, concessions, commissions or fees from a
selling stockholder, for whom they may act as agent or to whom they may
sell as principal, which compensation as to a particular broker-dealer
might be in excess of that which is customary in the types of transactions
involved.

     In addition, any common stock covered by this prospectus that
qualifies for sale pursuant to Rule 144 of the Securities Act may be sold
in open market transactions in reliance on Rule 144 rather than pursuant to
this prospectus.

     Under the securities laws of some states, the offered common stock may
be sold in those states only through registered or licensed brokers or
dealers. In addition, in some states the offered common stock may not be
sold unless the offered common stock has been registered or qualified for
sale in that state or an exemption from registration or qualification is
available and the sale is in compliance with that exemption.

     The selling stockholder and any other person participating in the sale
or distribution of the offered common stock will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of the offered common stock
by the selling stockholder and any other person. The anti-manipulation
rules under the Exchange Act may apply to sales of offered common stock in
the market and to the activities of the selling stockholders and their
affiliates.

     Furthermore, Regulation M may restrict the ability of any person
engaged in the sale or distribution of the offered common stock to engage
in market-making activities with respect to the particular offered common
stock being sold or distributed for a period of up to five business days
before the sale or distribution. All of the foregoing may affect the
marketability of the offered common stock and the ability of any person or
entity to engage in market-making activities with respect to the offered
common stock.

     The selling stockholder and each other person who participates as an
underwriter in the offering or sale of the offered common stock, if any,
will be indemnified by us against particular civil liabilities, including
particular liabilities under the Securities Act, or will be entitled to
contribution in connection with those liabilities. We will be indemnified
by the selling stockholder in some circumstances against particular civil
liabilities, including particular liabilities under the Securities Act, or
will be entitled to contribution in connection with those liabilities.

     Upon sale under the related registration statement, the offered common
stock will be freely tradable in the hands of persons other than our
affiliates.

     To the extent required, we will file a prospectus supplement or file a
post-effective amendment to this registration statement.

     We cannot assure you that the selling stockholder will sell all or any
portion of the offered common stock.

     The term "offered common stock" as used in this plan of distribution
means all stock covered by, and offered in, the related registration
statement.
LEGAL MATTERS

     The validity of the shares of common stock offered by this prospectus
will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson LLP,
New York, New York.

                                  EXPERTS

     The consolidated financial statements and schedules of NTL
Incorporated, and subsidiaries, and its predecessor appearing in NTL
Incorporated's Annual Report (Form 10-K) for the year ended December 31,
2003, have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements
and schedules are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU
MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS
PROSPECTUS IS AN OFFER TO SELL ONLY THE SHARES OFFERED HEREBY, BUT ONLY
UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.

                              NTL INCORPORATED

                                COMMON STOCK

                       [GRAPHIC OMITTED - NTL LOGO]
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.

     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)  Annual Report on Form 10-K for the fiscal year ended December 31,
          2003, filed with the SEC on March 11, 2004;

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 31,
          2004, filed with the SEC on May 7, 2004;

     (c)  Quarterly Report on Form 10-Q for the quarter ended June 30,
          2004, filed with the SEC on August 6, 2004;

     (d)  The description of our common stock contained in our Registration
          Statement on Form 8-A, filed with the SEC on January 10, 2003, as
          this description may be updated in any amendment to Form 8-A;

     (e)  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); and

     (f)  Current reports on Forms 8-K:

          o    dated March 4, 2004, relating to our press release
               announcing our refinancing transaction;

          o    dated March 19, 2004, relating to our press release
               announcing the launch of our recent refinancing transaction;

          o    dated April 5, 2004, relating to our press release
               announcing the pricing of the (pound)375 million aggregate
               principal amount of 9.75% senior notes due 2014, $425
               million aggregate principal amount of 8.75% senior notes due
               2014, (euro)225 million aggregate principal amount of 8.75%
               senior notes due 2014, and $100 million aggregate principal
               amount of floating rate senior notes due 2012 issued by NTL
               Cable PLC, or NTL Cable, as part of our refinancing
               transaction;

          o    dated April 7, 2004, relating to our press release regarding
               the consolidation of our 13 customer call centers;

          o    dated April 16, 2004, relating to our press release
               announcing the closing of our refinancing transaction;

          o    dated April 20, 2004, regarding the filing of copies of key
               agreements relating to our refinancing transaction with the
               SEC;

          o    dated April 22, 2004, regarding the redemption of the 10%
               Senior Sterling Notes due 2008 and 9?% Senior Notes due 2008
               of Diamond Holdings Limited, a wholly-owned subsidiary of
               Diamond Cable Communications Limited, and the 11.2% Senior
               Discount Debentures of NTL (Triangle) LLC, as part of our
               refinancing transaction; and

          o    dated September 7, 2004, regarding senior management
               changes.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Prior to joining us in June 2004, Bryan H. Hall, our General Counsel,
was a partner at the law firm of Fried, Frank, Harris, Shriver & Jacobson
LLP, New York, New York. The validity of the shares of common stock offered
pursuant to the prospectus contained in this registration statement will be
passed upon 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 May
               6, 2004) (Incorporated by reference to Exhibit 3.2 to our
               Quarterly Report on Form 10-Q for the quarter ended June 30,
               2004 filed by NTL Incorporated on August 6, 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).

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.

     (4) 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 September 9, 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
---------                                   -----                                                 ----
By:    /s/ Simon P. Duffy                   Chief Executive Officer and Director           September 9, 2004
       --------------------------           (principal executive officer)
       Simon P. Duffy

By:    /s/ Scott E. Schubert                Chief Financial Officer                        September 9, 2004
       --------------------------           (principal financial officer)
       Scott E. Schubert

By:    /s/ Robert C. Gale                   Vice President-Controller (principal           September 9, 2004
       --------------------------           accounting officer)
       Robert C. Gale

By:    /s/ James F. Mooney                  Chairman                                       September 9, 2004
       --------------------------
       James F. Mooney

By:    /s/ Edwin M. Banks                   Director                                       September 9, 2004
       --------------------------
       Edwin M. Banks

By:    /s/ Jeffrey D. Benjamin              Director                                       September 9, 2004
       --------------------------
       Jeffrey D. Benjamin

By:    /s/ David Elstein                    Director                                       September 9, 2004
       --------------------------
       David Elstein

By:    /s/ Charles K. Gallagher             Director                                       September 9, 2004
       --------------------------
       Charles K. Gallagher

By:    /s/ William R. Huff                  Director                                       September 9, 2004
       --------------------------
       William R. Huff

By:    /s/ George R. Zoffinger              Director                                       September 9, 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 May
               6, 2004) (Incorporated by reference to Exhibit 3.2 to our
               Quarterly Report on Form 10-Q for the quarter ended June 30,
               2004 filed by NTL Incorporated on August 6, 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).

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