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 18, 2000



                            NTL (DELAWARE), INC.
-----------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


  Delaware                     0-25691               13-4051921
-----------------------------------------------------------------------------
(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



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


Item 5.  Other Events.

      On May 18, 2000, NTL Incorporated (NASDAQ and EASDAQ: NTLI) 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 the Company's acquisition of the residential cable assets of Cable
& Wireless Communications plc which transaction is expected to close by May
31, 2000.

      The new holding company has taken the NTL Incorporated name and will
trade under the same NTLI (NASDAQ and EASDAQ) symbols, with the same CUSIP
numbers as before. The holding company's subsidiary has changed its name to
NTL (Delaware), Inc.

      Stockholders are not required to take any action in connection with
this corporate restructuring. All outstanding shares will be converted into
shares of the holding company, in a non-taxable transaction, with the same
voting powers, designations, preferences and rights, and the same
qualifications, restrictions, and limitations, as the shares of NTL
previously held by stockholders prior to the holding company merger. The
shares of the holding company will continue to be represented by the same
stock certificates that previously represented shares of NTL capital stock
prior to the holding company merger.

      A copy of the press release announcing the holding company merger is
attached hereto as Exhibit 99 and is incorporated herein by reference.


Item 7.  Financial Statements and Exhibits.

         Exhibit
         -------

           99    Press release, issued May 18, 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 (DELAWARE), INC.
                         (Registrant)


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


Dated: May 19, 2000



                            EXHIBIT INDEX


Exhibit

  99  Press release, issued May 18, 2000
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 3835}]
{"company-data": {"conformed-name": "NTL DELAWARE INC", "cik": "0001083198", "assigned-sic": "4841", "irs-number": "134051921", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25691", "film-number": "639834"}, "business-address": {"street1": "110 E 59TH ST 26TH FL", "street2": "C/O NTL COMMUNICATIONS CORP", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2129068440"}, "mail-address": {"street1": "110 EAST 59TH STREET 26TH FL", "street2": "C/O NTL COMMUNICATIONS CORP", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "NTL INC/NY/", "date-changed": "19990401"}}
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 18, 2000

                            NTL (DELAWARE), INC.
-----------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

  Delaware                     0-25691               13-4051921
-----------------------------------------------------------------------------
(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

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

Item 5.  Other Events.

      On May 18, 2000, NTL Incorporated (NASDAQ and EASDAQ: NTLI) 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 the Company's acquisition of the residential cable assets of Cable
& Wireless Communications plc which transaction is expected to close by May
31, 2000.

      The new holding company has taken the NTL Incorporated name and will
trade under the same NTLI (NASDAQ and EASDAQ) symbols, with the same CUSIP
numbers as before. The holding company's subsidiary has changed its name to
NTL (Delaware), Inc.

      Stockholders are not required to take any action in connection with
this corporate restructuring. All outstanding shares will be converted into
shares of the holding company, in a non-taxable transaction, with the same
voting powers, designations, preferences and rights, and the same
qualifications, restrictions, and limitations, as the shares of NTL
previously held by stockholders prior to the holding company merger. The
shares of the holding company will continue to be represented by the same
stock certificates that previously represented shares of NTL capital stock
prior to the holding company merger.

      A copy of the press release announcing the holding company merger is
attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

         Exhibit
         -------

           99    Press release, issued May 18, 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 (DELAWARE), INC.
                         (Registrant)

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

Dated: May 19, 2000

                            EXHIBIT INDEX

Exhibit

  99  Press release, issued May 18, 2000