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) OCTOBER 25, 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.
-------        -------------

     On October 27, 1999,  France  Telecom  purchased 3.3 million  shares of NTL
Incorporated  ("NTL") from various affiliated entities of Goldman,  Sachs & Co.,
Inc.  (the  "Selling  Shareholders").  In addition,  pursuant to a  registration
rights agreement,  the Selling  Shareholders  gave notice to other  shareholders
party to that agreement of their right to sell a  proportionate  amount of their
NTL shares to France  Telecom.  The Selling  Shareholders  have also agreed to a
restriction  whereby shares not included in the sale to France Telecom would not
be transferable for 120 days during which no requests for registration under the
Securities Act of 1933 may be made.


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

                  Exhibits

99.1              Press release, dated as of October 25, 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 9, 1999
<PAGE>




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

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

99.1      Press release, dated as of October 25, 1999
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K - 10/25/1999", "secsgml_size_bytes": 3617}]
{"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": "99744680"}, "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) OCTOBER 25, 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.
-------        -------------

     On October 27, 1999,  France  Telecom  purchased 3.3 million  shares of NTL
Incorporated  ("NTL") from various affiliated entities of Goldman,  Sachs & Co.,
Inc.  (the  "Selling  Shareholders").  In addition,  pursuant to a  registration
rights agreement,  the Selling  Shareholders  gave notice to other  shareholders
party to that agreement of their right to sell a  proportionate  amount of their
NTL shares to France  Telecom.  The Selling  Shareholders  have also agreed to a
restriction  whereby shares not included in the sale to France Telecom would not
be transferable for 120 days during which no requests for registration under the
Securities Act of 1933 may be made.

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

                  Exhibits

99.1              Press release, dated as of October 25, 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 9, 1999
EXHIBIT INDEX
                                  -------------

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

99.1      Press release, dated as of October 25, 1999