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): May 17, 2000


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


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


   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 2.  Acquisition or Disposition of Assets.

        (i) On May 30, 2000, NTL Incorporated completed its acquisition of
the residential cable assets ("CWC ConsumerCo") of Cable & Wireless
Communications plc ("CWC"). On July 26, 1999, NTL announced that with the
support of France Telecom S.A., it had agreed to acquire CWC ConsumerCo.
NTL will issue as aggregate consideration approximately 84,915,768 shares
of NTL common stock and pay approximately UK Pound 2.85 billion in cash to
CWC shareholders, plus cash payments for CWC fractional shares. In
connection with the CWC ConsumerCo acquisition, NTL has entered into two
bank credit facilities with Chase Manhattan plc and Morgan Stanley Dean
Witter as Arrangers and Joint Book Managers to refinance indebtedness and
for working capital purposes.

        (ii) On May 30, 2000, NTL completed an investment by France Telecom
of $4.5 billion, which was previously announced on July 26, 1999. NTL
issued and sold to France Telecom 42,229,730 shares of common stock at a
per share price of $59.20 and 2,000,000 shares of 5% Cumulative
Participating Convertible Preferred Stock, Series B (the "Series B
Preferred Stock"), having an aggregate liquidation preference of
$2,000,000,000, a conversion price of $80.00 per share and a redemption
price of $96.00 per share, in each case, as adjusted for stock splits prior
to the time of issuance. On August 6, 1999, NTL and France Telecom agreed
that the aggregate consideration of $4.5 billion would be payable by France
Telecom at completion in UK Pounds which was fixed on August 6, 1999 at UK
Pound 2.8 billion.

        (iii) NTL will use the proceeds from the France Telecom investment,
as well as NTL's existing cash resources to fund the cash portion of the
payments to CWC shareholders.

        (iv) NTL plans to integrate the CWC ConsumerCo operations and
facilities into NTL's existing cable operations and franchise areas, as
well as continuing to operate the franchises currently being operated by
CWC.

        (v) The press release relating to the completion of the CWC
ConsumerCo acquisition and the France Telecom investment by NTL is attached
hereto as Exhibit 99 and is incorporated herein by reference.

        (vi) As part of the agreements relating to the CWC ConsumerCo
acquisition and the France Telecom investment, NTL agreed to exempt Cable &
Wireless plc and France Telecom S.A., respectively, from the definition of
an "Acquiring Person" as that term is defined in the NTL Rights Agreement
in respect of shares of NTL common stock issued, including with respect to
France Telecom, shares of NTL common stock issuable upon conversion or
redemption of, or payable as a dividend on the Series B Preferred Stock or
any other series of convertible preferred stock having terms substantially
similar to the Series B Preferred Stock and issued as a dividend on the
Series B Preferred Stock and any later series of convertible preferred
stock which were initially issued as a dividend on the Series B Preferred
Stock as consideration in the CWC ConsumerCo acquisition and the France
Telecom investment, respectively. A copy of Amendment No. 5, dated May 25,
2000 to the Rights Agreement, dated October 13, 1993, as amended, by and
between NTL Incorporated and Continental Stock Transfer & Trust Company
exempting Cable & Wireless plc and France Telecom S.A. from the definition
of an "Acquiring Person" as that term is defined in the NTL Rights
Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by
reference.

        (vii) NTL will file with the Securities and Exchange Commission the
financial statements of CWC ConsumerCo required under Item 7(a) to Form 8-K
and the pro forma financial information required under Item 7(b) to Form
8-K within the time period permitted by Item 7(a)(4) to Form 8-K for filing
such information.


Item 5.  Other Events.

        On May 18, 2000, NTL Incorporated completed a corporate
restructuring to create a holding company structure. The holding company
restructuring was accomplished through a merger under Section 251(g) of the
Delaware General Corporation Law so that all stockholders of NTL at the
effective time of the merger became stockholders of the new holding
company, and NTL became a subsidiary of the new holding company. The
formation of the holding company was previously announced as part of NTL's
acquisition of CWC ConsumerCo which transaction completed on May 30, 2000.
A copy of Amendment No. 4, dated May 17, 2000 to the Rights Agreement,
dated October 13, 1993, as amended, by and between NTL Incorporated and
Continental Stock Transfer & Trust Company exempting the new holding
company from the definition of an "Acquiring Person" as that term is
defined in the Rights Agreement is attached hereto as Exhibit 4.2 and is
incorporated herein by reference.

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

         Exhibit

        4.1    Amendment No. 5, dated May 25, 2000 to the Rights Agreement,
               dated October 13, 1993, as amended, by and between NTL
               Incorporated and Continental Stock Transfer & Trust Company

        4.2    Amendment No. 4, dated May 17, 2000 to the Rights Agreement,
               dated October 13, 1993, as amended, by and between NTL
               Incorporated and Continental Stock Transfer & Trust Company

        99     Press release, issued May 30, 2000



                                 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 Secretary

Dated: May 30, 2000



                               EXHIBIT INDEX

Exhibit

   4.1         Amendment No. 5, dated May 25, 2000 to the Rights Agreement,
               dated October 13, 1993, as amended, by and between NTL
               Incorporated and Continental Stock Transfer & Trust Company

   4.2         Amendment No. 4, dated May 17, 2000 to the Rights Agreement,
               dated October 13, 1993, as amended, by and between NTL
               Incorporated and Continental Stock Transfer & Trust Company

   99          Press release, issued May 30, 2000
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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): May 17, 2000

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

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

   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 2.  Acquisition or Disposition of Assets.

        (i) On May 30, 2000, NTL Incorporated completed its acquisition of
the residential cable assets ("CWC ConsumerCo") of Cable & Wireless
Communications plc ("CWC"). On July 26, 1999, NTL announced that with the
support of France Telecom S.A., it had agreed to acquire CWC ConsumerCo.
NTL will issue as aggregate consideration approximately 84,915,768 shares
of NTL common stock and pay approximately UK Pound 2.85 billion in cash to
CWC shareholders, plus cash payments for CWC fractional shares. In
connection with the CWC ConsumerCo acquisition, NTL has entered into two
bank credit facilities with Chase Manhattan plc and Morgan Stanley Dean
Witter as Arrangers and Joint Book Managers to refinance indebtedness and
for working capital purposes.

        (ii) On May 30, 2000, NTL completed an investment by France Telecom
of $4.5 billion, which was previously announced on July 26, 1999. NTL
issued and sold to France Telecom 42,229,730 shares of common stock at a
per share price of $59.20 and 2,000,000 shares of 5% Cumulative
Participating Convertible Preferred Stock, Series B (the "Series B
Preferred Stock"), having an aggregate liquidation preference of
$2,000,000,000, a conversion price of $80.00 per share and a redemption
price of $96.00 per share, in each case, as adjusted for stock splits prior
to the time of issuance. On August 6, 1999, NTL and France Telecom agreed
that the aggregate consideration of $4.5 billion would be payable by France
Telecom at completion in UK Pounds which was fixed on August 6, 1999 at UK
Pound 2.8 billion.

        (iii) NTL will use the proceeds from the France Telecom investment,
as well as NTL's existing cash resources to fund the cash portion of the
payments to CWC shareholders.

        (iv) NTL plans to integrate the CWC ConsumerCo operations and
facilities into NTL's existing cable operations and franchise areas, as
well as continuing to operate the franchises currently being operated by
CWC.

        (v) The press release relating to the completion of the CWC
ConsumerCo acquisition and the France Telecom investment by NTL is attached
hereto as Exhibit 99 and is incorporated herein by reference.

        (vi) As part of the agreements relating to the CWC ConsumerCo
acquisition and the France Telecom investment, NTL agreed to exempt Cable &
Wireless plc and France Telecom S.A., respectively, from the definition of
an "Acquiring Person" as that term is defined in the NTL Rights Agreement
in respect of shares of NTL common stock issued, including with respect to
France Telecom, shares of NTL common stock issuable upon conversion or
redemption of, or payable as a dividend on the Series B Preferred Stock or
any other series of convertible preferred stock having terms substantially
similar to the Series B Preferred Stock and issued as a dividend on the
Series B Preferred Stock and any later series of convertible preferred
stock which were initially issued as a dividend on the Series B Preferred
Stock as consideration in the CWC ConsumerCo acquisition and the France
Telecom investment, respectively. A copy of Amendment No. 5, dated May 25,
2000 to the Rights Agreement, dated October 13, 1993, as amended, by and
between NTL Incorporated and Continental Stock Transfer & Trust Company
exempting Cable & Wireless plc and France Telecom S.A. from the definition
of an "Acquiring Person" as that term is defined in the NTL Rights
Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by
reference.

        (vii) NTL will file with the Securities and Exchange Commission the
financial statements of CWC ConsumerCo required under Item 7(a) to Form 8-K
and the pro forma financial information required under Item 7(b) to Form
8-K within the time period permitted by Item 7(a)(4) to Form 8-K for filing
such information.

Item 5.  Other Events.

        On May 18, 2000, NTL Incorporated completed a corporate
restructuring to create a holding company structure. The holding company
restructuring was accomplished through a merger under Section 251(g) of the
Delaware General Corporation Law so that all stockholders of NTL at the
effective time of the merger became stockholders of the new holding
company, and NTL became a subsidiary of the new holding company. The
formation of the holding company was previously announced as part of NTL's
acquisition of CWC ConsumerCo which transaction completed on May 30, 2000.
A copy of Amendment No. 4, dated May 17, 2000 to the Rights Agreement,
dated October 13, 1993, as amended, by and between NTL Incorporated and
Continental Stock Transfer & Trust Company exempting the new holding
company from the definition of an "Acquiring Person" as that term is
defined in the Rights Agreement is attached hereto as Exhibit 4.2 and is
incorporated herein by reference.

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

         Exhibit

        4.1    Amendment No. 5, dated May 25, 2000 to the Rights Agreement,
               dated October 13, 1993, as amended, by and between NTL
               Incorporated and Continental Stock Transfer & Trust Company

        4.2    Amendment No. 4, dated May 17, 2000 to the Rights Agreement,
               dated October 13, 1993, as amended, by and between NTL
               Incorporated and Continental Stock Transfer & Trust Company

        99     Press release, issued May 30, 2000

                                 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 Secretary

Dated: May 30, 2000

                               EXHIBIT INDEX

Exhibit

   4.1         Amendment No. 5, dated May 25, 2000 to the Rights Agreement,
               dated October 13, 1993, as amended, by and between NTL
               Incorporated and Continental Stock Transfer & Trust Company

   4.2         Amendment No. 4, dated May 17, 2000 to the Rights Agreement,
               dated October 13, 1993, as amended, by and between NTL
               Incorporated and Continental Stock Transfer & Trust Company

   99          Press release, issued May 30, 2000