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)  JUNE 23, 1999


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


           Delaware              0-25691               13-4051921
       ---------------------------------------------------------------
       (State or Other         (Commission           (IRS Employer
       Jurisdiction of          FileNumber)        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.

       On June 23, 1999, NTL Incorporated announced that it had filed a
registration statement with the SEC with respect to 8 million shares of its
common stock and $400 million of NTL Communications Corp.'s convertible
subordinated notes due 2009, which are convertible into shares of NTL
Incorporated. The amounts of these offerings by NTL may change as a result
of market conditions and the possible inclusion of secondary shares
pursuant to registration rights previously granted by NTL.

Item 7.       Financial Statements and Exhibits

              Exhibits

       99.1   Press release, issued June 23, 1999



                                 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 thereunto duly authorized.


                                          NTL INCORPORATED
                                            (Registrant)


                                          By: /s/ Richard J. Lubasch
                                             --------------------------
                                          Name:  Richard J. Lubasch
                                          Title: Senior Vice President-
                                                   General Counsel


Dated: July 7, 1999




                               EXHIBIT INDEX


Exhibit                                                      Page
-------                                                      ----
   99.1       Press release, issued June 23, 1999
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2933}]
{"company-data": {"conformed-name": "NTL INC/NY/", "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": "333-75829", "film-number": "99660699"}, "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"}}
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)  JUNE 23, 1999

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

           Delaware              0-25691               13-4051921
       ---------------------------------------------------------------
       (State or Other         (Commission           (IRS Employer
       Jurisdiction of          FileNumber)        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.

       On June 23, 1999, NTL Incorporated announced that it had filed a
registration statement with the SEC with respect to 8 million shares of its
common stock and $400 million of NTL Communications Corp.'s convertible
subordinated notes due 2009, which are convertible into shares of NTL
Incorporated. The amounts of these offerings by NTL may change as a result
of market conditions and the possible inclusion of secondary shares
pursuant to registration rights previously granted by NTL.

Item 7.       Financial Statements and Exhibits

              Exhibits

       99.1   Press release, issued June 23, 1999

                                 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 thereunto duly authorized.

                                          NTL INCORPORATED
                                            (Registrant)

                                          By: /s/ Richard J. Lubasch
                                             --------------------------
                                          Name:  Richard J. Lubasch
                                          Title: Senior Vice President-
                                                   General Counsel

Dated: July 7, 1999

                               EXHIBIT INDEX

Exhibit                                                      Page
-------                                                      ----
   99.1       Press release, issued June 23, 1999