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): July 19, 2002 (July 15, 2002)


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


Delaware                                 0-30673                13-4105887
--------------------------------------------------------------------------------
(State or Other Jurisdiction of  (Commission File Number)      (IRS Employer
Incorporation)                                               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)
<PAGE>




ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS
---------         --------------------------------------------------------------

99.1              Debtor-In-Possession Credit and Guaranty Agreement, dated
                  as of July 15, 2002, among Communications Cable Funding
                  Corp., as Borrower, the Guarantors Listed on the
                  Signature Pages thereto, as Guarantors, Various Lenders,
                  and The CIT Group/Business Credit, Inc., as Agent for the
                  Lenders.

ITEM 9.           REGULATION FD DISCLOSURE
---------         --------------------------------------------------------------

                  On July 15, 2002, the previously announced
                  Debtor-In-Possession Credit and Guaranty Agreement, dated
                  as of July 15, 2002, among Communications Cable Funding
                  Corp., as borrower, the guarantors listed on the
                  signature pages thereto, including NTL Incorporated, NTL
                  (Delaware), Inc. and NTL Communications Corp., as
                  guarantors, various lenders, including NTL (Delaware),
                  Inc., and The CIT Group/Business Credit, Inc., as agent
                  for the lenders, was closed. The initial tranche of
                  financing under the Debtor-In-Possession Credit and
                  Guaranty Agreement in the amount of $229 million was
                  funded on July 17, 2002. The full text of the
                  Debtor-In-Possession Credit and Guaranty Agreement is
                  attached to this report as Exhibit 99.1 and is
                  incorporated by reference in its entirety herein.
<PAGE>


                                 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:  July 19, 2002


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


Exhibit
---------
99.1              Debtor-In-Possession Credit and Guaranty Agreement, dated
                  as of July 15, 2002, among Communications Cable Funding
                  Corp., as Borrower, the Guarantors Listed on the
                  Signature Pages thereto, as Guarantors, Various Lenders,
                  and The CIT Group/Business Credit, Inc., as Agent for the
                  Lenders.
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{"company-data": {"conformed-name": "NTL INC/DE/", "cik": "0001114937", "assigned-sic": "4813", "irs-number": "134105887", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-16183", "film-number": "02706260"}, "business-address": {"street1": "110 EAST 59TH STREET", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2129068440"}, "mail-address": {"street1": "110 EAST 59TH STREET", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
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): July 19, 2002 (July 15, 2002)

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

Delaware                                 0-30673                13-4105887
--------------------------------------------------------------------------------
(State or Other Jurisdiction of  (Commission File Number)      (IRS Employer
Incorporation)                                               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 7.           FINANCIAL STATEMENTS AND EXHIBITS
---------         --------------------------------------------------------------

99.1              Debtor-In-Possession Credit and Guaranty Agreement, dated
                  as of July 15, 2002, among Communications Cable Funding
                  Corp., as Borrower, the Guarantors Listed on the
                  Signature Pages thereto, as Guarantors, Various Lenders,
                  and The CIT Group/Business Credit, Inc., as Agent for the
                  Lenders.

ITEM 9.           REGULATION FD DISCLOSURE
---------         --------------------------------------------------------------

                  On July 15, 2002, the previously announced
                  Debtor-In-Possession Credit and Guaranty Agreement, dated
                  as of July 15, 2002, among Communications Cable Funding
                  Corp., as borrower, the guarantors listed on the
                  signature pages thereto, including NTL Incorporated, NTL
                  (Delaware), Inc. and NTL Communications Corp., as
                  guarantors, various lenders, including NTL (Delaware),
                  Inc., and The CIT Group/Business Credit, Inc., as agent
                  for the lenders, was closed. The initial tranche of
                  financing under the Debtor-In-Possession Credit and
                  Guaranty Agreement in the amount of $229 million was
                  funded on July 17, 2002. The full text of the
                  Debtor-In-Possession Credit and Guaranty Agreement is
                  attached to this report as Exhibit 99.1 and is
                  incorporated by reference in its entirety herein.
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:  July 19, 2002

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

Exhibit
---------
99.1              Debtor-In-Possession Credit and Guaranty Agreement, dated
                  as of July 15, 2002, among Communications Cable Funding
                  Corp., as Borrower, the Guarantors Listed on the
                  Signature Pages thereto, as Guarantors, Various Lenders,
                  and The CIT Group/Business Credit, Inc., as Agent for the
                  Lenders.