SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

    DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 21, 2002
                              ----------------

                              NTL INCORPORATED
             -------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


 Delaware                        0-30673                       13-4105887
 -------------------------------------------------------------------------------
(State or Other                 (Commission               (IRS Employer
Jurisdiction of                  File Number)               Identification No.)
Incorporation)


               110 East 59th Street, New York, New York 10022
 -------------------------------------------------------------------------------
            (Address of Principal Executive Offices) (Zip Code)


     Registrant's telephone number, including area code: (212) 906-8440
                              ---------------

       -------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)








Item 5.      Other Events.

         NTL Incorporated announced on February 21, 2002 that it has signed
an agreement with Macquarie Bank to sell its Australian broadcast business
for A$850 million (US$ 442 million) in an all cash transaction which is not
subject to financing. The press release attached hereto is incorporated
herein in its entirety by this reference.


Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.


Exhibits
--------

99.1         The full text of the press release is attached to this report
             as Exhibit 99.1.








                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                          NTL INCORPORATED
                                          (Registrant)

                                          By:/s/ Richard J. Lubasch
                                             ----------------------------
                                             Name:  Richard J. Lubasch
                                             Title: Executive Vice President,
                                                    General Counsel and
                                                    Counsel

Dated: February 22, 2002








                               EXHIBIT INDEX
                               -------------

Exhibit
-------

99.1        Press release, dated February 21, 2002






                                                               Exhibit 99.1


NTL to sell Australian Broadcast Business for A$850 million

New York, February 21, 2002- NTL Incorporated (NYSE: NLI; NASDAQ Europe:
NTLI), the UK's leading broadband services company, announced today that it
has signed an agreement with Macquarie Bank to sell its Australian
broadcast business for A$850 million (US$ 442 million) in an all cash
transaction which is not subject to financing. The transaction is subject
to customary closing conditions. At present, the business' bank debt
outstanding totaled A$227 million (US$118 million).

NTL Australia owns and operates the most extensive terrestrial broadcast
transmission network in Australia with over 98% population coverage
provided from 578 sites located across metropolitan, regional and rural
areas. For the year ended December 31, 2001, NTL Australia's revenues were
approximately A$119 million (US$62 million) generating EBITDA of
approximately A$52 million ($27 million). NTL's Australian operations also
include a 51% share in a joint venture, NTLT, with two Australian regional
broadcasters (WIN Television and Southern Cross Broadcasting) operating a
carrier grade wholesale microwave telecommunications network along the east
coast of Australia.

Barclay Knapp, Chief Executive Officer of NTL, said today:

"We are extremely pleased with the transaction that we have agreed today
with Macquarie Bank. The strong level of interest shown throughout the
competitive sale process endorses the quality of NTL Australia; a franchise
which has consistently performed above our expectations. However, given the
focus on our core businesses in Europe and the principle of maximizing
stakeholder value, we believe that today's transaction allows us to achieve
both objectives. We are also confident that Macquarie Bank will build on
our achievements and continue the seamless roll-out of digital technology
in Australia."

more on ntl

o    NTL offers a wide range of communications services to homes and
     business customers throughout the UK, Ireland, Switzerland, France,
     Germany and Sweden. Over 20 million homes are located within the NTL's
     group franchise areas, covering major European cities including
     London, Paris, Frankfurt, Zurich, Stockholm, Geneva, Dublin,
     Manchester and Glasgow. NTL and its affiliates collectively serve over
     8.5 million residential cable telephony and Internet customers.

o    In the UK, over 11 million homes are located within NTL's fibre-optic
     broadband network, which covers nearly 50% of the UK including,
     London, Manchester, Nottingham, Oxford, Cambridge, Cardiff, Glasgow
     and Belfast. NTL Home now serves around 3 million residential
     customers.

o    NTL Business has more than (pound)500 million in annual revenues and
     customers include Royal Bank of Scotland, Tesco, Comet, AT&T and
     Orange. NTL offers a broad range of technologies and resources to
     provide complete multi-service solutions for businesses from large
     corporations to local companies.

o    NTL Broadcast has a 47-year history in broadcast TV and radio
     transmission and helped pioneer the technologies of the digital age.
     22 million homes watch ITV, C4 and C5 thanks to NTL's broadcast
     transmitters. With over 2300 towers and other radio sites across the
     UK, NTL also provides a full range of wireless solutions for the
     mobile communications industry.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995 Certain statements contained herein constitute "forward-looking
statements" as that term is defined under the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results to be different from those contemplated. We assume no obligation to
update the forward-looking statements contained herein to reflect actual
results, changes in assumptions or changes in factors affecting such
statements.

For further information:

In the US:

Media:
Steve Lipin / Tim Payne Brunswick Group
+1 212 333 3810
+1 917 853 0848

Analysts:
John F. Gregg, Senior Vice President - Chief Financial Officer
Bret Richter, Vice President - Corporate Finance and Development
+1 212 906 8447


In the UK:

Media:
Alison Kirkwood, Media Relations, +44 (0) 1256 752 662 / 07788 186 154
Mike Smith / Jonathan Glass Brunswick Group
+44 (0)207 404 5959

Analysts:
Nigel Roberts,  Group Treasurer
+44 (0)207 909 2018

In Australia:

Macquarie Bank:
Lisa Jamieson, +61 402 001 841
Lisa.jamieson@macquarie.com.au
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

    DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 21, 2002
                              ----------------

                              NTL INCORPORATED
             -------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

 Delaware                        0-30673                       13-4105887
 -------------------------------------------------------------------------------
(State or Other                 (Commission               (IRS Employer
Jurisdiction of                  File Number)               Identification No.)
Incorporation)

               110 East 59th Street, New York, New York 10022
 -------------------------------------------------------------------------------
            (Address of Principal Executive Offices) (Zip Code)

     Registrant's telephone number, including area code: (212) 906-8440
                              ---------------

       -------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

Item 5.      Other Events.

         NTL Incorporated announced on February 21, 2002 that it has signed
an agreement with Macquarie Bank to sell its Australian broadcast business
for A$850 million (US$ 442 million) in an all cash transaction which is not
subject to financing. The press release attached hereto is incorporated
herein in its entirety by this reference.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibits
--------

99.1         The full text of the press release is attached to this report
             as Exhibit 99.1.

                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                          NTL INCORPORATED
                                          (Registrant)

                                          By:/s/ Richard J. Lubasch
                                             ----------------------------
                                             Name:  Richard J. Lubasch
                                             Title: Executive Vice President,
                                                    General Counsel and
                                                    Counsel

Dated: February 22, 2002

                               EXHIBIT INDEX
                               -------------

Exhibit
-------

99.1        Press release, dated February 21, 2002

                                                               Exhibit 99.1

NTL to sell Australian Broadcast Business for A$850 million

New York, February 21, 2002- NTL Incorporated (NYSE: NLI; NASDAQ Europe:
NTLI), the UK's leading broadband services company, announced today that it
has signed an agreement with Macquarie Bank to sell its Australian
broadcast business for A$850 million (US$ 442 million) in an all cash
transaction which is not subject to financing. The transaction is subject
to customary closing conditions. At present, the business' bank debt
outstanding totaled A$227 million (US$118 million).

NTL Australia owns and operates the most extensive terrestrial broadcast
transmission network in Australia with over 98% population coverage
provided from 578 sites located across metropolitan, regional and rural
areas. For the year ended December 31, 2001, NTL Australia's revenues were
approximately A$119 million (US$62 million) generating EBITDA of
approximately A$52 million ($27 million). NTL's Australian operations also
include a 51% share in a joint venture, NTLT, with two Australian regional
broadcasters (WIN Television and Southern Cross Broadcasting) operating a
carrier grade wholesale microwave telecommunications network along the east
coast of Australia.

Barclay Knapp, Chief Executive Officer of NTL, said today:

"We are extremely pleased with the transaction that we have agreed today
with Macquarie Bank. The strong level of interest shown throughout the
competitive sale process endorses the quality of NTL Australia; a franchise
which has consistently performed above our expectations. However, given the
focus on our core businesses in Europe and the principle of maximizing
stakeholder value, we believe that today's transaction allows us to achieve
both objectives. We are also confident that Macquarie Bank will build on
our achievements and continue the seamless roll-out of digital technology
in Australia."

more on ntl

o    NTL offers a wide range of communications services to homes and
     business customers throughout the UK, Ireland, Switzerland, France,
     Germany and Sweden. Over 20 million homes are located within the NTL's
     group franchise areas, covering major European cities including
     London, Paris, Frankfurt, Zurich, Stockholm, Geneva, Dublin,
     Manchester and Glasgow. NTL and its affiliates collectively serve over
     8.5 million residential cable telephony and Internet customers.

o    In the UK, over 11 million homes are located within NTL's fibre-optic
     broadband network, which covers nearly 50% of the UK including,
     London, Manchester, Nottingham, Oxford, Cambridge, Cardiff, Glasgow
     and Belfast. NTL Home now serves around 3 million residential
     customers.

o    NTL Business has more than (pound)500 million in annual revenues and
     customers include Royal Bank of Scotland, Tesco, Comet, AT&T and
     Orange. NTL offers a broad range of technologies and resources to
     provide complete multi-service solutions for businesses from large
     corporations to local companies.

o    NTL Broadcast has a 47-year history in broadcast TV and radio
     transmission and helped pioneer the technologies of the digital age.
     22 million homes watch ITV, C4 and C5 thanks to NTL's broadcast
     transmitters. With over 2300 towers and other radio sites across the
     UK, NTL also provides a full range of wireless solutions for the
     mobile communications industry.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995 Certain statements contained herein constitute "forward-looking
statements" as that term is defined under the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results to be different from those contemplated. We assume no obligation to
update the forward-looking statements contained herein to reflect actual
results, changes in assumptions or changes in factors affecting such
statements.

For further information:

In the US:

Media:
Steve Lipin / Tim Payne Brunswick Group
+1 212 333 3810
+1 917 853 0848

Analysts:
John F. Gregg, Senior Vice President - Chief Financial Officer
Bret Richter, Vice President - Corporate Finance and Development
+1 212 906 8447

In the UK:

Media:
Alison Kirkwood, Media Relations, +44 (0) 1256 752 662 / 07788 186 154
Mike Smith / Jonathan Glass Brunswick Group
+44 (0)207 404 5959

Analysts:
Nigel Roberts,  Group Treasurer
+44 (0)207 909 2018

In Australia:

Macquarie Bank:
Lisa Jamieson, +61 402 001 841
Lisa.jamieson@macquarie.com.au