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 19, 2002 (July 15, 2002)


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


Delaware                                  001-22616              52-1822078
-------------------------------------------------------------------------------
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer
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              Debtor-In-Possession Credit and Guaranty Agreement, dated
                  as of July 15, 2002, among Communications Cable Funding
                  Corp., as Borrower, the Guarantors Listed on the
                  Signature Pages thereto, as Guarantors, Various Lenders,
                  and The CIT Group/Business Credit, Inc., as Agent for the
                  Lenders.


ITEM 9.           REGULATION FD DISCLOSURE

                  On July 15, 2002, the previously announced
                  Debtor-In-Possession Credit and Guaranty Agreement, dated
                  as of July 15, 2002, among Communications Cable Funding
                  Corp., as borrower, the guarantors listed on the
                  signature pages thereto, including NTL Incorporated, NTL
                  (Delaware), Inc. and NTL Communications Corp., as
                  guarantors, various lenders, including NTL (Delaware),
                  Inc., and The CIT Group/Business Credit, Inc., as agent
                  for the lenders, was closed. The initial tranche of
                  financing under the Debtor-In-Possession Credit and
                  Guaranty Agreement in the amount of $229 million was
                  funded on July 17, 2002. The full text of the
                  Debtor-In-Possession Credit and Guaranty Agreement is
                  attached to this report as Exhibit 99.1 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 Secretary


Dated:  July 19, 2002


                               EXHIBIT INDEX


Exhibit

99.1     Debtor-In-Possession Credit and Guaranty Agreement, dated as of
         July 15, 2002, among Communications Cable Funding Corp., as
         Borrower, the Guarantors Listed on the Signature Pages thereto, as
         Guarantors, Various Lenders, and The CIT Group/Business Credit,
         Inc., as Agent for the Lenders.
[{"type": "8-K", "sequence": "1", "filename": "s375425.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4067}]
{"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": "02706257"}, "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 19, 2002 (July 15, 2002)

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

Delaware                                  001-22616              52-1822078
-------------------------------------------------------------------------------
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer
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              Debtor-In-Possession Credit and Guaranty Agreement, dated
                  as of July 15, 2002, among Communications Cable Funding
                  Corp., as Borrower, the Guarantors Listed on the
                  Signature Pages thereto, as Guarantors, Various Lenders,
                  and The CIT Group/Business Credit, Inc., as Agent for the
                  Lenders.

ITEM 9.           REGULATION FD DISCLOSURE

                  On July 15, 2002, the previously announced
                  Debtor-In-Possession Credit and Guaranty Agreement, dated
                  as of July 15, 2002, among Communications Cable Funding
                  Corp., as borrower, the guarantors listed on the
                  signature pages thereto, including NTL Incorporated, NTL
                  (Delaware), Inc. and NTL Communications Corp., as
                  guarantors, various lenders, including NTL (Delaware),
                  Inc., and The CIT Group/Business Credit, Inc., as agent
                  for the lenders, was closed. The initial tranche of
                  financing under the Debtor-In-Possession Credit and
                  Guaranty Agreement in the amount of $229 million was
                  funded on July 17, 2002. The full text of the
                  Debtor-In-Possession Credit and Guaranty Agreement is
                  attached to this report as Exhibit 99.1 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 Secretary

Dated:  July 19, 2002

                               EXHIBIT INDEX

Exhibit

99.1     Debtor-In-Possession Credit and Guaranty Agreement, dated as of
         July 15, 2002, among Communications Cable Funding Corp., as
         Borrower, the Guarantors Listed on the Signature Pages thereto, as
         Guarantors, Various Lenders, and The CIT Group/Business Credit,
         Inc., as Agent for the Lenders.