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): JANUARY 9, 2001
                                                       ---------------

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


         Delaware                     0-30673              13-4105887
 -----------------------------------------------------------------------------
         (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 9.    Regulation FD Disclosure.
-------    -------------------------

        NTL Incorporated is furnishing this Report on Form 8-K pursuant to
Regulation FD in connection with the planned disclosure of information at a
conference on January 9, 2001. At this conference, the Company plans to
confirm that it expects to meet or exceed (pound)60 million of EBITDA
(before corporate expenses) for each of the quarters ending December 31,
2000, March 31, 2001 and June 30, 2001. This expectation is consistent with
previous estimates made by the Company. This period corresponds to the
period during which the Company expects to complete the initial stages of
its integration of the consumer business acquired from Cable and Wireless
plc in 2000. The Company also plans to announce that in reaction to recent
price increases by its principal competitors, the Company plans to increase
consumer prices beginning in February 2001 and that these price increases
will be phased in during the next six months. Further, the company plans to
disclose that its EBITDA margin target in 2005 for the consumer business,
before certain shared expenses, is greater than 50%. Finally, the company
will disclose that it had installed approximately 12,800 cable modems in
the UK as of the end of the fourth quarter, more than tripling its cable
modem subscribers in the fourth quarter.

        "Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This disclosure includes forward-looking statements
concerning the future development of the business and expectations of
future financial performance of NTL Incorporated within the meaning of the
Private Securities Litigation Reform Act of 1995, that are management's
estimates, assumptions and projections and are not guarantees of future
performance. Forward-looking statements involve known and unknown risks and
uncertainties. These and other important factors, including those mentioned
in various Securities and Exchange Commission filings made periodically by
NTL Incorporated, may cause NTL Incorporated's actual results and
performance to differ materially. These statements represent NTL
Incorporated's reasonable judgment on the future and are based on
assumptions and factors that could cause actual results to differ
materially. Investors and prospective investors should read this
information in conjunction with NTL Incorporated's most recent Form 10-K,
Form 10-Q and other documents filed with the Securities and Exchange
Commission. NTL Incorporated assumes no obligation to update these
forward-looking statements to reflect actual results, changes in
assumptions or changes in factors affecting such statements.




                                 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

Dated: January 8, 2001
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "8-K", "secsgml_size_bytes": 4904}]
{"company-data": {"conformed-name": "NTL INC/DE/", "cik": "0001114937", "assigned-sic": "6770", "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": "1503951"}, "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): JANUARY 9, 2001
                                                       ---------------

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

         Delaware                     0-30673              13-4105887
 -----------------------------------------------------------------------------
         (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 9.    Regulation FD Disclosure.
-------    -------------------------

        NTL Incorporated is furnishing this Report on Form 8-K pursuant to
Regulation FD in connection with the planned disclosure of information at a
conference on January 9, 2001. At this conference, the Company plans to
confirm that it expects to meet or exceed (pound)60 million of EBITDA
(before corporate expenses) for each of the quarters ending December 31,
2000, March 31, 2001 and June 30, 2001. This expectation is consistent with
previous estimates made by the Company. This period corresponds to the
period during which the Company expects to complete the initial stages of
its integration of the consumer business acquired from Cable and Wireless
plc in 2000. The Company also plans to announce that in reaction to recent
price increases by its principal competitors, the Company plans to increase
consumer prices beginning in February 2001 and that these price increases
will be phased in during the next six months. Further, the company plans to
disclose that its EBITDA margin target in 2005 for the consumer business,
before certain shared expenses, is greater than 50%. Finally, the company
will disclose that it had installed approximately 12,800 cable modems in
the UK as of the end of the fourth quarter, more than tripling its cable
modem subscribers in the fourth quarter.

        "Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This disclosure includes forward-looking statements
concerning the future development of the business and expectations of
future financial performance of NTL Incorporated within the meaning of the
Private Securities Litigation Reform Act of 1995, that are management's
estimates, assumptions and projections and are not guarantees of future
performance. Forward-looking statements involve known and unknown risks and
uncertainties. These and other important factors, including those mentioned
in various Securities and Exchange Commission filings made periodically by
NTL Incorporated, may cause NTL Incorporated's actual results and
performance to differ materially. These statements represent NTL
Incorporated's reasonable judgment on the future and are based on
assumptions and factors that could cause actual results to differ
materially. Investors and prospective investors should read this
information in conjunction with NTL Incorporated's most recent Form 10-K,
Form 10-Q and other documents filed with the Securities and Exchange
Commission. NTL Incorporated assumes no obligation to update these
forward-looking statements to reflect actual results, changes in
assumptions or changes in factors affecting such statements.

                                 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

Dated: January 8, 2001