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 16, 2002 (July 15, 2002)


                          NTL COMMUNICATIONS CORP.
      ---------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


Delaware                       001-22616                     52-1822078
(State or Other         (Commission File Number)           (IRS Employer
Jurisdiction of                                            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 7.  FINANCIAL STATEMENTS AND EXHIBITS

99.1     Second Amended Joint Reorganization Plan of NTL Incorporated
         and Certain Subsidiaries, dated July 15, 2002

99.2     Amended Disclosure Statement with Respect to the Second Amended Joint
         Reorganization Plan of NTL Incorporated and Certain
         Subsidiaries, dated July 15, 2002

ITEM 9.  REGULATION FD DISCLOSURE

         On July 15, 2002, NTL Communications Corp., its ultimate parent, NTL
         Incorporated, and certain other of NTL Incorporated's subsidiaries,
         namely, NTL (Delaware) Inc., Diamond Cable Communications Limited,
         Diamond Holdings Limited and Communications Cable Funding Corp. filed
         a disclosure statement and a second amended joint reorganization plan
         with the US Bankruptcy Court in the Southern District of New York.
         The full text of the Second Amended Joint Reorganization Plan of NTL
         Incorporated and Certain Subsidiaries is attached to this report as
         Exhibit 99.1 and is incorporated by reference in its entirety herein.
         The full text of the Amended Disclosure Statement with Respect to the
         Second Amended Joint Reorganization Plan of NTL Incorporated and
         Certain Subsidiaries is attached to this report as Exhibit 99.2 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 COMMUNICATIONS CORP.
                                       (Registrant)


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


Dated:  July 16, 2002


                               EXHIBIT INDEX


Exhibit

99.1     Second Amended Joint Reorganization Plan of NTL Incorporated
         and Certain Subsidiaries, dated July 15, 2002

99.2     Amended Disclosure Statement with Respect to the Second Amended Joint
         Reorganization Plan of NTL Incorporated and Certain
         Subsidiaries, dated July 15, 2002
[{"type": "8-K", "sequence": "1", "filename": "s374919.txt", "secsgml_size_bytes": 3716}]
{"company-data": {"conformed-name": "NTL COMMUNICATIONS CORP", "cik": "0000906347", "assigned-sic": "4813", "irs-number": "521822078", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22616", "film-number": "02704220"}, "business-address": {"street1": "110 E 59TH ST", "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"}, "former-company": [{"former-conformed-name": "INTERNATIONAL CABLETEL INC", "date-changed": "19930601"}, {"former-conformed-name": "NTL INC /DE/", "date-changed": "19970326"}]}
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 16, 2002 (July 15, 2002)

                          NTL COMMUNICATIONS CORP.
      ---------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

Delaware                       001-22616                     52-1822078
(State or Other         (Commission File Number)           (IRS Employer
Jurisdiction of                                            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 7.  FINANCIAL STATEMENTS AND EXHIBITS

99.1     Second Amended Joint Reorganization Plan of NTL Incorporated
         and Certain Subsidiaries, dated July 15, 2002

99.2     Amended Disclosure Statement with Respect to the Second Amended Joint
         Reorganization Plan of NTL Incorporated and Certain
         Subsidiaries, dated July 15, 2002

ITEM 9.  REGULATION FD DISCLOSURE

         On July 15, 2002, NTL Communications Corp., its ultimate parent, NTL
         Incorporated, and certain other of NTL Incorporated's subsidiaries,
         namely, NTL (Delaware) Inc., Diamond Cable Communications Limited,
         Diamond Holdings Limited and Communications Cable Funding Corp. filed
         a disclosure statement and a second amended joint reorganization plan
         with the US Bankruptcy Court in the Southern District of New York.
         The full text of the Second Amended Joint Reorganization Plan of NTL
         Incorporated and Certain Subsidiaries is attached to this report as
         Exhibit 99.1 and is incorporated by reference in its entirety herein.
         The full text of the Amended Disclosure Statement with Respect to the
         Second Amended Joint Reorganization Plan of NTL Incorporated and
         Certain Subsidiaries is attached to this report as Exhibit 99.2 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 COMMUNICATIONS CORP.
                                       (Registrant)

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

Dated:  July 16, 2002

                               EXHIBIT INDEX

Exhibit

99.1     Second Amended Joint Reorganization Plan of NTL Incorporated
         and Certain Subsidiaries, dated July 15, 2002

99.2     Amended Disclosure Statement with Respect to the Second Amended Joint
         Reorganization Plan of NTL Incorporated and Certain
         Subsidiaries, dated July 15, 2002