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) NOVEMBER 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                 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)


<PAGE>

Item 5.        Other Events.
-------        -------------


     A. On November 23, 1999,  NTL  Incorporated  ("NTL")  announced that it had
completed the previously  announced sale (through a wholly-owned  subsidiary) of
its 50%  interest  in Cable  London plc to Telewest  Communications  plc for 428
million pounds sterling (approximately $695 million) in cash. The purchase price
implies an enterprise  value for 100% of Cable London of approximately 1 billion
pounds sterling  (approximately $1.6 billion).  The total Cable London franchise
consists of approximately  440,000 homes. The sale is pursuant to the provisions
of a buy/sell agreement between the parties related to NTL's purchase in 1998 of
Comcast UK Cable Partners Limited.

     B. On November  24, 1999,  NTL  Communications  Corp.  (the  "Company"),  a
subsidiary of NTL  announced  that it had  consummated a concurrent  offering of
Euro Senior Notes Due 2006 (the "2006 Notes"), Euro Senior Notes Due 2009 (the
"2009  Notes")  and Euro  Deferred  Coupon  Notes  Due 2009,  (the  "Deferred
Notes", collectively, the "Notes").

     The Company  raised  approximately  Euro 250 million of gross proceeds from
the offering of 2006 Notes, Euro 350 million of gross proceeds from the offering
of 2009 Notes and  approximately  Euro 120  million of gross  proceeds  from the
offering of Deferred Notes. The 2006 Notes were issued in an aggregate principal
amount of Euro 250 million and will pay cash interest  semi-annually at the rate
of 9.25% per annum. The 2009 Notes were issued in an aggregate  principal amount
of Euro 350  million  and will pay cash  interest  semi-annually  at the rate of
9.875% per annum.  The Deferred Notes were issued at 57.333% of their  aggregate
principal  amount  at  maturity  of Euro 210  million.  The  issue  price of the
Deferred Notes represents a yield to maturity of 11.50%. The Deferred Notes will
accrete until November 15, 2004 and then pay cash interest  semi-annually at the
rate of 11.50% per annum, commencing May 15, 2005.

     The  proceeds of the  offering  were used to repay,  in its  entirety,  the
bridge facility entered into to finance the acquisition of Cablelink Limited.

<PAGE>


Item 7.           Financial Statements and Exhibits.
------            ----------------------------------

                  Exhibits

99.1              Press release, issued November 23, 1999

99.2              Press release, issued November 24, 1999

<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 thereunto duly authorized.



                                          NTL INCORPORATED
                                          (Registrant)


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


Dated: November 24, 1999
<PAGE>

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


Exhibit                                                               Page
-------                                                               -----

99.1           Press release, issued November 23, 1999

99.2           Press release, issued November 24, 1999
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K - 11/23/1999", "secsgml_size_bytes": 5208}]
{"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": "000-25691", "film-number": "99764520"}, "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) NOVEMBER 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                 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.
-------        -------------

     A. On November 23, 1999,  NTL  Incorporated  ("NTL")  announced that it had
completed the previously  announced sale (through a wholly-owned  subsidiary) of
its 50%  interest  in Cable  London plc to Telewest  Communications  plc for 428
million pounds sterling (approximately $695 million) in cash. The purchase price
implies an enterprise  value for 100% of Cable London of approximately 1 billion
pounds sterling  (approximately $1.6 billion).  The total Cable London franchise
consists of approximately  440,000 homes. The sale is pursuant to the provisions
of a buy/sell agreement between the parties related to NTL's purchase in 1998 of
Comcast UK Cable Partners Limited.

     B. On November  24, 1999,  NTL  Communications  Corp.  (the  "Company"),  a
subsidiary of NTL  announced  that it had  consummated a concurrent  offering of
Euro Senior Notes Due 2006 (the "2006 Notes"), Euro Senior Notes Due 2009 (the
"2009  Notes")  and Euro  Deferred  Coupon  Notes  Due 2009,  (the  "Deferred
Notes", collectively, the "Notes").

     The Company  raised  approximately  Euro 250 million of gross proceeds from
the offering of 2006 Notes, Euro 350 million of gross proceeds from the offering
of 2009 Notes and  approximately  Euro 120  million of gross  proceeds  from the
offering of Deferred Notes. The 2006 Notes were issued in an aggregate principal
amount of Euro 250 million and will pay cash interest  semi-annually at the rate
of 9.25% per annum. The 2009 Notes were issued in an aggregate  principal amount
of Euro 350  million  and will pay cash  interest  semi-annually  at the rate of
9.875% per annum.  The Deferred Notes were issued at 57.333% of their  aggregate
principal  amount  at  maturity  of Euro 210  million.  The  issue  price of the
Deferred Notes represents a yield to maturity of 11.50%. The Deferred Notes will
accrete until November 15, 2004 and then pay cash interest  semi-annually at the
rate of 11.50% per annum, commencing May 15, 2005.

     The  proceeds of the  offering  were used to repay,  in its  entirety,  the
bridge facility entered into to finance the acquisition of Cablelink Limited.
Item 7.           Financial Statements and Exhibits.
------            ----------------------------------

                  Exhibits

99.1              Press release, issued November 23, 1999

99.2              Press release, issued November 24, 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:   Executive Vice President-
                                                    General Counsel

Dated: November 24, 1999
EXHIBIT INDEX
                                  -------------

Exhibit                                                               Page
-------                                                               -----

99.1           Press release, issued November 23, 1999

99.2           Press release, issued November 24, 1999