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):
                     December 2, 2002 (November 29, 2002)


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


Delaware                                 0-30673                 13-4105887
--------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
of 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           Press Release, dated November 29, 2002.


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

         On November 29, 2002, NTL Incorporated issued a press release
announcing that it expects that it will reach agreement in principle on the
final terms of the various arrangements necessary for NTL to consummate its
plan of reorganization with the providers of the exit facility and the
steering committee of the banks in the very near future. NTL Incorporated
further announced that, in light of this agreement, the DIP facility has been
extended and that all parties expect the effective date to occur in the very
near future.



                                      2

<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: December 2, 2002


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


Exhibit
-------

99.1          Press Release, dated November 29, 2002.





                                      3
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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": "02845385"}, "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):
                     December 2, 2002 (November 29, 2002)

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

Delaware                                 0-30673                 13-4105887
--------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
of 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           Press Release, dated November 29, 2002.

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

         On November 29, 2002, NTL Incorporated issued a press release
announcing that it expects that it will reach agreement in principle on the
final terms of the various arrangements necessary for NTL to consummate its
plan of reorganization with the providers of the exit facility and the
steering committee of the banks in the very near future. NTL Incorporated
further announced that, in light of this agreement, the DIP facility has been
extended and that all parties expect the effective date to occur in the very
near future.

                                      2
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: December 2, 2002

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

Exhibit
-------

99.1          Press Release, dated November 29, 2002.

                                      3