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): NOVEMBER 1, 2000
                              ----------------

                              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 November 1, 2000. At such conference, NTL Incorporated will
indicate that it expects to be free-cash flow positive by the end of 2003
or in the early part of 2004. Further, NTL Incorporated will note that its
current EBITDA reflects substantial customer acquisition and integration
costs. In addition, NTL Incorporated will state that those capital
expenditures are expected to peak in the second half of 2000 and that most
of those expenditures are customer led or discretionary.

      "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: November 1, 2000
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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): NOVEMBER 1, 2000
                              ----------------

                              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 November 1, 2000. At such conference, NTL Incorporated will
indicate that it expects to be free-cash flow positive by the end of 2003
or in the early part of 2004. Further, NTL Incorporated will note that its
current EBITDA reflects substantial customer acquisition and integration
costs. In addition, NTL Incorporated will state that those capital
expenditures are expected to peak in the second half of 2000 and that most
of those expenditures are customer led or discretionary.

      "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: November 1, 2000