AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2006

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

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

   DELAWARE                                              59-3778247
   (State or                                              (I.R.S.
     other                                                Employer
 jurisdiction                                          Identification
      of                                                  Number)
 incorporation
      or
 organization)
                        909 THIRD AVENUE, SUITE 2863
                         NEW YORK, NEW YORK 10022
                  (Address of principal executive offices)

                 NTL INCORPORATED 2006 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                               BRYAN H. HALL
                       SECRETARY AND GENERAL COUNSEL
                              NTL INCORPORATED
                        909 THIRD AVENUE, SUITE 2863
                          NEW YORK, NEW YORK 10022
                               (212) 906-8440
         (Name, Address, including Zip Code, and telephone number,
                 including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

===============================================================================
                                    PROPOSED    PROPOSED
                                     MAXIMUM     MAXIMUM
                         AMOUNT     OFFERING    AGGREGATE  AMOUNT OF
  TITLE OF SECURITIES    TO BE      PRICE PER   OFFERING  REGISTRATION
  TO BE REGISTERED (1)   REGISTERED SHARE (2)     PRICE       FEE
-------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share (the     29,000,000
"Common Stock")           shares     $26.42  $766,180,000  $81,981.26
===============================================================================

(1)  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").  Also  includes  rights  (the  "Rights")  to
     purchase  shares of our Series A Junior  Participating  Preferred  (or
     similar)  Stock,  issuable  pursuant to that certain Rights  Agreement
     between  the  Registrant  and the Bank of New York,  as Rights  Agent,
     dated as of March 25,  2004,  and amended on March 3, 2006.  The value
     attributable  to the Rights,  if any, is reflected in the market price
     of the Common Stock.

(2)  Estimated  solely for the purpose of calculating the  registration fee
     in accordance with Rule 457(c) and 457(h)(1) based upon the average of
     the high and low prices of the  Common  Stock  reported  on the NASDAQ
     National Market on May 24, 2006.





<PAGE>


                              EXPLANATORY NOTE
                              ----------------

     This  Form S-8  Registration  Statement  relates  to an  aggregate  of
29,000,000  shares of our Common Stock which may be offered pursuant to the
NTL Incorporated 2006 Stock Incentive Plan.

                                   PART I
                                   ------

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement  will be sent or given to  participants  in the NTL
Incorporated  2006 Stock  Incentive  Plan as  specified  in Rule  428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities  Act.  Such  documents are not required to be filed with the SEC
but  constitute  (along with the documents  incorporated  by reference into
this  Registration  Statement  pursuant  to  Item 3 of Part  II  hereof)  a
prospectus  that meets the  requirements of Section 10(a) of the Securities
Act.

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

                                  PART II
                                  -------

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
             --------------------------------------------------

Item 3. Incorporation of Documents by Reference
        ---------------------------------------

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

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

     a.   our Annual Report on Form 10-K for the fiscal year ended December
          31, 2005, File No. 000-50886,  filed with the SEC on February 28,
          2006;

     b.   all reports  filed by us with the SEC pursuant to Sections  13(a)
          or 15(d) of the  Exchange  Act since the end of the  fiscal  year
          covered in the Annual Report referred to in (a) above; and

     c.   the description of our Common Stock contained in the Registration
          Statement on Form S-4, File No. 333-110815, filed with the SEC on
          April 28, 2004.

Item 4. Description of Securities
        --------------------------

        Not applicable.

Item 5. Interests of Named Experts and Counsel
        ---------------------------------------

        Not applicable.

Item 6. Indemnification of Directors and Officers
        -----------------------------------------

        The Delaware  General  Corporation Law (the "DGCL")  provides that,
subject to certain limitations in the case of derivative suits brought by a
corporation's  stockholders  in its name, a  corporation  may indemnify any
person who is made a party to any  third-party  action,  suit or proceeding
(other than an action by or in the right of the  corporation) on account of
being a  current  or former  director,  officer,  employee  or agent of the
corporation (or is or was serving at the request of the corporation in such
capacity for another  corporation,  partnership,  joint  venture,  trust or
other enterprise) against expenses,  including attorney's fees,  judgments,
fines and amounts paid in settlement  actually and  reasonably  incurred by
him or her in connection with the action, suit or proceeding, if the person
(i) acted in good faith and in a manner  reasonably  believed  to be in the
best interests of the corporation (or in some  circumstances,  at least not
opposed  to  its  best  interests),  and  (ii)  in  a  criminal  action  or
proceeding,  had no  reasonable  cause to believe  his or her  conduct  was
unlawful.

        The  DGCL  also  permits  indemnification  by a  corporation  under
similar circumstances for expenses (including attorneys' fees) actually and
reasonably  incurred  by such  persons in  connection  with the  defense or
settlement of a derivative action or suit,  except that no  indemnification
may be made in respect of any claim, issue or matter as to which the person
is adjudged to be liable to the  corporation  unless the Delaware  Court of
Chancery  or the court in which the action or suit was  brought  determines
upon  application  that the person is fairly  and  reasonably  entitled  to
indemnity  for the  expenses  which the court  deems to be  proper.  To the
extent  that a current or former  director,  officer,  employee or agent is
successful  in the  defense  of such an  action,  suit or  proceeding,  the
corporation is required by the DGCL to indemnify such person for reasonable
expenses incurred thereby. Expenses (including attorneys' fees) incurred by
such persons in defending  any action,  suit or  proceeding  may be paid in
advance of the final  disposition of such action,  suit or proceeding  upon
receipt  of an  undertaking  by or on  behalf  of that  person to repay the
amount if it is ultimately  determined that person is not entitled to be so
indemnified. Our restated certificate of incorporation provides for (i) the
indemnification  of our  current or former  directors  and  officers to the
fullest  extent  permitted  by law,  and (ii) the  advancement  of expenses
incurred in defending  or  otherwise  participating  in any  proceeding  in
advance of its final position.

Item 7. Exemption from Registration Claimed
        -----------------------------------

        Not applicable.

Item 8. Exhibits
        --------

EXHIBIT NO.     DESCRIPTION OF EXHIBIT

4.1             Second  Restated   Certificate  of   Incorporation  of  NTL
                Incorporated (incorporated by reference to our Registration
                Statement on Form S-4, as amended, as filed with the SEC on
                January 30, 2006 (Registration No. 333-130364)).

4.2             Amended   and   Restated   By-laws   of  NTL   Incorporated
                (incorporated  by reference  to our current  report on Form
                8-K as filed  with the SEC on March 3,  2006  (Registration
                No. 333-110815)).

4.3             Form of  Certificate  of Common  Stock of NTL  Incorporated
                (incorporated by reference to our Registration Statement on
                Form  S-4  as  filed  with  the  SEC  on  March  30,   2004
                (Registration No. 333-110815)).

4.4             Form of Registration  Rights Agreement dated June 24, 2004,
                among NTL Incorporated, and Holders listed on the signature
                pages   thereto   (incorporated   by   reference   to   our
                Registration  Statement  on Form S-4, as amended,  as filed
                with  the  SEC  on  January  30,  2006   (Registration  No.
                333-130364)).

4.5             Rights  Agreement,   dated  March  25,  2004,  between  NTL
                Incorporated  and The Bank of New  York,  a New York  trust
                company  (incorporated  by  reference  to our  Registration
                Statement  on Form S-4 as filed  with the SEC on March  30,
                2004 (Registration No. 333-110815)),  as amended on October
                2, 2005 and filed with the SEC on October 3, 2005 (File No.
                000-50886)  and as  further  amended  on March 3,  2006 and
                filed with the SEC on March 6, 2006 (File No. 000-50886).

4.6*            NTL Incorporated 2006 Stock Incentive Plan.

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

          (a) The undersigned registrant hereby undertakes as follows:

               (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;

               (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.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining  any  liability  under the  Securities  Act, each filing of the
registrant's  annual  report  pursuant  to  Section  13(a)  or 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.

     (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons  of  the  registrant  pursuant  to  the  foregoing  provisions,  or
otherwise,  the  registrant 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
registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the  registrant  in the  successful  defense  of any
action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling person in connection with the securities being registered,  the
registrant  will,  unless in the opinion of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question  whether such  indemnification  by it is against
public  policy as expressed in the  Securities  Act and will be governed by
the final adjudication of this issue.



<PAGE>


                                 SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant 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 this 26th day of May, 2006.

                                    NTL Incorporated



                                    By:  /s/ Jacques Kerrest
                                       ---------------------------
                                       Jacques Kerrest
                                       Chief Financial Officer




                             POWER OF ATTORNEY

     KNOWN BY ALL  PERSONS  BY  THESE  PRESENTS,  that  each  person  whose
signature appears below, constitutes and appoints Bryan Hall, Secretary and
General Counsel, and Jacques Kerrest, Chief Financial Officer, his true and
lawful  attorney-in-fact  and agent,  with full power of  substitution  and
resubstitution,  for such person and in his name,  place and stead,  in any
and all  capacities,  in  connection  with  the  registrant's  registration
statement in the name and on behalf of the  registrant  or on behalf of the
undersigned as a director or officer of the  registrant,  on Form S-8 under
the  Securities  Act,  including,  without  limiting the  generality of the
foregoing,  to sign the  registration  statement and any and all amendments
(including  post-effective  amendments) to the registration statement,  and
any and all additional registration statements pursuant to Instruction E to
Form S-8 under the Securities  Act, and to file the same, with all exhibits
thereto,  and  other  documents  in  connection  therewith,  with  the SEC,
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  connection  therewith,  as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorney-in-fact  and agent or his or her  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.

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


                            President and Chief         May 26, 2006
  /s/ Stephen A. Burch      Executive Officer and
  --------------------------Director (Principal
  Stephen A. Burch          Executive Officer)



                            Chief Financial Officer     May 26, 2006
  /s/ Jacques D. Kerrest    (Principal Financial
  --------------------------Officer)
  Jacques D. Kerrest


                            Chairman of the Board of    May 26, 2006
  /s/ James F. Mooney       Directors
  --------------------------
  James F. Mooney


  /s/ Edwin M. Banks        Director                    May 26, 2006
  --------------------------
  Edwin M. Banks


  /s/ Jeffrey D. Benjamin   Director                    May 26, 2006
  --------------------------
  Jeffrey D. Benjamin


  /s/ William J. Connors    Director                    May 26, 2006
  --------------------------
  William J. Connors


  /s/ Simon P. Duffy        Director                    May 26, 2006
  --------------------------
  Simon P. Duffy


  /s/ David K. Elstein      Director                    May 26, 2006
  --------------------------
  David K. Elstein


  /s/ Charles K. Gallagher  Director                    May 26, 2006
  --------------------------
  Charles K. Gallagher


  /s/ William R. Huff       Director                    May 26, 2006
  --------------------------
  William R. Huff


  /s/ Anthony "Cob" Stenham Director                    May 26, 2006
  --------------------------
  Anthony "Cob" Stenham


  /s/ George R. Zoffinger   Director                    May 26, 2006
  --------------------------
  George R. Zoffinger




<PAGE>


                             INDEX TO EXHIBITS
                             -----------------

EXHIBIT NO.     DESCRIPTION OF EXHIBIT
-----------     ----------------------

4.1             Second  Restated   Certificate  of   Incorporation  of  NTL
                Incorporated (incorporated by reference to our Registration
                Statement on Form S-4, as amended, as filed with the SEC on
                January 30, 2006 (Registration No. 333-130364)).

4.2             Amended   and   Restated   By-laws   of  NTL   Incorporated
                (incorporated  by reference  to our current  report on Form
                8-K as filed  with the SEC on March 3,  2006  (Registration
                No. 333-110815)).

4.3             Form of  Certificate  of Common  Stock of NTL  Incorporated
                (incorporated by reference to our Registration Statement on
                Form  S-4  as  filed  with  the  SEC  on  March  30,   2004
                (Registration No. 333-110815)).

4.4             Form of Registration  Rights Agreement dated June 24, 2004,
                among NTL Incorporated, and Holders listed on the signature
                pages   thereto   (incorporated   by   reference   to   our
                Registration  Statement  on Form S-4, as amended,  as filed
                with  the  SEC  on  January  30,  2006   (Registration  No.
                333-130364)).

4.5             Rights  Agreement,   dated  March  25,  2004,  between  NTL
                Incorporated  and The Bank of New  York,  a New York  trust
                company  (incorporated  by  reference  to our  Registration
                Statement  on Form S-4 as filed  with the SEC on March  30,
                2004 (Registration No. 333-110815)),  as amended on October
                2, 2005 and filed with the SEC on October 3, 2005 (File No.
                000-50886)  and as  further  amended  on March 3,  2006 and
                filed with the SEC on March 6, 2006 (File No. 000-50886).

4.6*            NTL Incorporated 2006 Stock Incentive Plan.

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": "jls8.txt", "secsgml_size_bytes": 22811}]
{"company-data": {"conformed-name": "NTL INC", "cik": "0001270400", "assigned-sic": "4813", "irs-number": "593778247", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134523", "film-number": "06870780"}, "business-address": {"street1": "909 THIRD AVENUE", "street2": "SUITE 2863", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2129068440"}, "mail-address": {"street1": "909 THIRD AVENUE", "street2": "SUITE 2863", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "TELEWEST GLOBAL INC", "date-changed": "20031117"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2006

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

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

   DELAWARE                                              59-3778247
   (State or                                              (I.R.S.
     other                                                Employer
 jurisdiction                                          Identification
      of                                                  Number)
 incorporation
      or
 organization)
                        909 THIRD AVENUE, SUITE 2863
                         NEW YORK, NEW YORK 10022
                  (Address of principal executive offices)

                 NTL INCORPORATED 2006 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                               BRYAN H. HALL
                       SECRETARY AND GENERAL COUNSEL
                              NTL INCORPORATED
                        909 THIRD AVENUE, SUITE 2863
                          NEW YORK, NEW YORK 10022
                               (212) 906-8440
         (Name, Address, including Zip Code, and telephone number,
                 including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

===============================================================================
                                    PROPOSED    PROPOSED
                                     MAXIMUM     MAXIMUM
                         AMOUNT     OFFERING    AGGREGATE  AMOUNT OF
  TITLE OF SECURITIES    TO BE      PRICE PER   OFFERING  REGISTRATION
  TO BE REGISTERED (1)   REGISTERED SHARE (2)     PRICE       FEE
-------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share (the     29,000,000
"Common Stock")           shares     $26.42  $766,180,000  $81,981.26
===============================================================================

(1)  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").  Also  includes  rights  (the  "Rights")  to
     purchase  shares of our Series A Junior  Participating  Preferred  (or
     similar)  Stock,  issuable  pursuant to that certain Rights  Agreement
     between  the  Registrant  and the Bank of New York,  as Rights  Agent,
     dated as of March 25,  2004,  and amended on March 3, 2006.  The value
     attributable  to the Rights,  if any, is reflected in the market price
     of the Common Stock.

(2)  Estimated  solely for the purpose of calculating the  registration fee
     in accordance with Rule 457(c) and 457(h)(1) based upon the average of
     the high and low prices of the  Common  Stock  reported  on the NASDAQ
     National Market on May 24, 2006.
EXPLANATORY NOTE
                              ----------------

     This  Form S-8  Registration  Statement  relates  to an  aggregate  of
29,000,000  shares of our Common Stock which may be offered pursuant to the
NTL Incorporated 2006 Stock Incentive Plan.

                                   PART I
                                   ------

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement  will be sent or given to  participants  in the NTL
Incorporated  2006 Stock  Incentive  Plan as  specified  in Rule  428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities  Act.  Such  documents are not required to be filed with the SEC
but  constitute  (along with the documents  incorporated  by reference into
this  Registration  Statement  pursuant  to  Item 3 of Part  II  hereof)  a
prospectus  that meets the  requirements of Section 10(a) of the Securities
Act.

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

                                  PART II
                                  -------

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
             --------------------------------------------------

Item 3. Incorporation of Documents by Reference
        ---------------------------------------

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

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

     a.   our Annual Report on Form 10-K for the fiscal year ended December
          31, 2005, File No. 000-50886,  filed with the SEC on February 28,
          2006;

     b.   all reports  filed by us with the SEC pursuant to Sections  13(a)
          or 15(d) of the  Exchange  Act since the end of the  fiscal  year
          covered in the Annual Report referred to in (a) above; and

     c.   the description of our Common Stock contained in the Registration
          Statement on Form S-4, File No. 333-110815, filed with the SEC on
          April 28, 2004.

Item 4. Description of Securities
        --------------------------

        Not applicable.

Item 5. Interests of Named Experts and Counsel
        ---------------------------------------

        Not applicable.

Item 6. Indemnification of Directors and Officers
        -----------------------------------------

        The Delaware  General  Corporation Law (the "DGCL")  provides that,
subject to certain limitations in the case of derivative suits brought by a
corporation's  stockholders  in its name, a  corporation  may indemnify any
person who is made a party to any  third-party  action,  suit or proceeding
(other than an action by or in the right of the  corporation) on account of
being a  current  or former  director,  officer,  employee  or agent of the
corporation (or is or was serving at the request of the corporation in such
capacity for another  corporation,  partnership,  joint  venture,  trust or
other enterprise) against expenses,  including attorney's fees,  judgments,
fines and amounts paid in settlement  actually and  reasonably  incurred by
him or her in connection with the action, suit or proceeding, if the person
(i) acted in good faith and in a manner  reasonably  believed  to be in the
best interests of the corporation (or in some  circumstances,  at least not
opposed  to  its  best  interests),  and  (ii)  in  a  criminal  action  or
proceeding,  had no  reasonable  cause to believe  his or her  conduct  was
unlawful.

        The  DGCL  also  permits  indemnification  by a  corporation  under
similar circumstances for expenses (including attorneys' fees) actually and
reasonably  incurred  by such  persons in  connection  with the  defense or
settlement of a derivative action or suit,  except that no  indemnification
may be made in respect of any claim, issue or matter as to which the person
is adjudged to be liable to the  corporation  unless the Delaware  Court of
Chancery  or the court in which the action or suit was  brought  determines
upon  application  that the person is fairly  and  reasonably  entitled  to
indemnity  for the  expenses  which the court  deems to be  proper.  To the
extent  that a current or former  director,  officer,  employee or agent is
successful  in the  defense  of such an  action,  suit or  proceeding,  the
corporation is required by the DGCL to indemnify such person for reasonable
expenses incurred thereby. Expenses (including attorneys' fees) incurred by
such persons in defending  any action,  suit or  proceeding  may be paid in
advance of the final  disposition of such action,  suit or proceeding  upon
receipt  of an  undertaking  by or on  behalf  of that  person to repay the
amount if it is ultimately  determined that person is not entitled to be so
indemnified. Our restated certificate of incorporation provides for (i) the
indemnification  of our  current or former  directors  and  officers to the
fullest  extent  permitted  by law,  and (ii) the  advancement  of expenses
incurred in defending  or  otherwise  participating  in any  proceeding  in
advance of its final position.

Item 7. Exemption from Registration Claimed
        -----------------------------------

        Not applicable.

Item 8. Exhibits
        --------

EXHIBIT NO.     DESCRIPTION OF EXHIBIT

4.1             Second  Restated   Certificate  of   Incorporation  of  NTL
                Incorporated (incorporated by reference to our Registration
                Statement on Form S-4, as amended, as filed with the SEC on
                January 30, 2006 (Registration No. 333-130364)).

4.2             Amended   and   Restated   By-laws   of  NTL   Incorporated
                (incorporated  by reference  to our current  report on Form
                8-K as filed  with the SEC on March 3,  2006  (Registration
                No. 333-110815)).

4.3             Form of  Certificate  of Common  Stock of NTL  Incorporated
                (incorporated by reference to our Registration Statement on
                Form  S-4  as  filed  with  the  SEC  on  March  30,   2004
                (Registration No. 333-110815)).

4.4             Form of Registration  Rights Agreement dated June 24, 2004,
                among NTL Incorporated, and Holders listed on the signature
                pages   thereto   (incorporated   by   reference   to   our
                Registration  Statement  on Form S-4, as amended,  as filed
                with  the  SEC  on  January  30,  2006   (Registration  No.
                333-130364)).

4.5             Rights  Agreement,   dated  March  25,  2004,  between  NTL
                Incorporated  and The Bank of New  York,  a New York  trust
                company  (incorporated  by  reference  to our  Registration
                Statement  on Form S-4 as filed  with the SEC on March  30,
                2004 (Registration No. 333-110815)),  as amended on October
                2, 2005 and filed with the SEC on October 3, 2005 (File No.
                000-50886)  and as  further  amended  on March 3,  2006 and
                filed with the SEC on March 6, 2006 (File No. 000-50886).

4.6*            NTL Incorporated 2006 Stock Incentive Plan.

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

          (a) The undersigned registrant hereby undertakes as follows:

               (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;

               (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.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining  any  liability  under the  Securities  Act, each filing of the
registrant's  annual  report  pursuant  to  Section  13(a)  or 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.

     (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons  of  the  registrant  pursuant  to  the  foregoing  provisions,  or
otherwise,  the  registrant 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
registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the  registrant  in the  successful  defense  of any
action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling person in connection with the securities being registered,  the
registrant  will,  unless in the opinion of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question  whether such  indemnification  by it is against
public  policy as expressed in the  Securities  Act and will be governed by
the final adjudication of this issue.
SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant 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 this 26th day of May, 2006.

                                    NTL Incorporated

                                    By:  /s/ Jacques Kerrest
                                       ---------------------------
                                       Jacques Kerrest
                                       Chief Financial Officer

                             POWER OF ATTORNEY

     KNOWN BY ALL  PERSONS  BY  THESE  PRESENTS,  that  each  person  whose
signature appears below, constitutes and appoints Bryan Hall, Secretary and
General Counsel, and Jacques Kerrest, Chief Financial Officer, his true and
lawful  attorney-in-fact  and agent,  with full power of  substitution  and
resubstitution,  for such person and in his name,  place and stead,  in any
and all  capacities,  in  connection  with  the  registrant's  registration
statement in the name and on behalf of the  registrant  or on behalf of the
undersigned as a director or officer of the  registrant,  on Form S-8 under
the  Securities  Act,  including,  without  limiting the  generality of the
foregoing,  to sign the  registration  statement and any and all amendments
(including  post-effective  amendments) to the registration statement,  and
any and all additional registration statements pursuant to Instruction E to
Form S-8 under the Securities  Act, and to file the same, with all exhibits
thereto,  and  other  documents  in  connection  therewith,  with  the SEC,
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  connection  therewith,  as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorney-in-fact  and agent or his or her  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.

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

                            President and Chief         May 26, 2006
  /s/ Stephen A. Burch      Executive Officer and
  --------------------------Director (Principal
  Stephen A. Burch          Executive Officer)

                            Chief Financial Officer     May 26, 2006
  /s/ Jacques D. Kerrest    (Principal Financial
  --------------------------Officer)
  Jacques D. Kerrest

                            Chairman of the Board of    May 26, 2006
  /s/ James F. Mooney       Directors
  --------------------------
  James F. Mooney

  /s/ Edwin M. Banks        Director                    May 26, 2006
  --------------------------
  Edwin M. Banks

  /s/ Jeffrey D. Benjamin   Director                    May 26, 2006
  --------------------------
  Jeffrey D. Benjamin

  /s/ William J. Connors    Director                    May 26, 2006
  --------------------------
  William J. Connors

  /s/ Simon P. Duffy        Director                    May 26, 2006
  --------------------------
  Simon P. Duffy

  /s/ David K. Elstein      Director                    May 26, 2006
  --------------------------
  David K. Elstein

  /s/ Charles K. Gallagher  Director                    May 26, 2006
  --------------------------
  Charles K. Gallagher

  /s/ William R. Huff       Director                    May 26, 2006
  --------------------------
  William R. Huff

  /s/ Anthony "Cob" Stenham Director                    May 26, 2006
  --------------------------
  Anthony "Cob" Stenham

  /s/ George R. Zoffinger   Director                    May 26, 2006
  --------------------------
  George R. Zoffinger
INDEX TO EXHIBITS
                             -----------------

EXHIBIT NO.     DESCRIPTION OF EXHIBIT
-----------     ----------------------

4.1             Second  Restated   Certificate  of   Incorporation  of  NTL
                Incorporated (incorporated by reference to our Registration
                Statement on Form S-4, as amended, as filed with the SEC on
                January 30, 2006 (Registration No. 333-130364)).

4.2             Amended   and   Restated   By-laws   of  NTL   Incorporated
                (incorporated  by reference  to our current  report on Form
                8-K as filed  with the SEC on March 3,  2006  (Registration
                No. 333-110815)).

4.3             Form of  Certificate  of Common  Stock of NTL  Incorporated
                (incorporated by reference to our Registration Statement on
                Form  S-4  as  filed  with  the  SEC  on  March  30,   2004
                (Registration No. 333-110815)).

4.4             Form of Registration  Rights Agreement dated June 24, 2004,
                among NTL Incorporated, and Holders listed on the signature
                pages   thereto   (incorporated   by   reference   to   our
                Registration  Statement  on Form S-4, as amended,  as filed
                with  the  SEC  on  January  30,  2006   (Registration  No.
                333-130364)).

4.5             Rights  Agreement,   dated  March  25,  2004,  between  NTL
                Incorporated  and The Bank of New  York,  a New York  trust
                company  (incorporated  by  reference  to our  Registration
                Statement  on Form S-4 as filed  with the SEC on March  30,
                2004 (Registration No. 333-110815)),  as amended on October
                2, 2005 and filed with the SEC on October 3, 2005 (File No.
                000-50886)  and as  further  amended  on March 3,  2006 and
                filed with the SEC on March 6, 2006 (File No. 000-50886).

4.6*            NTL Incorporated 2006 Stock Incentive Plan.

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