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 18, 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.
------    ------------

     (A) On  July  18  1999,  NTL  Incorporated  ("NTL")  announced  that it had
acquired certain broadband cable franchises from British  Telecommunications plc
("BT").  The franchises are located in Westminster and Milton Keynes and cover a
total of approximately 210,000 homes,  approximately 189,000 of which are passed
by broadband networks.  The acquisitions increase NTL's total franchise homes in
the UK and Ireland to more than 5.8 million homes.

     NTL expects to invest  approximately  15 million pounds sterling to upgrade
the networks for digital  cable,  interactive  services and high speed  Internet
access. In addition, NTL will pay BT 5 million pounds sterling on closing and up
to 14 million  pounds  sterling on completion of the upgrade of the  Westminster
network.  Thereafter,  NTL will lease the networks  from BT on a long term basis
for an annual lease payment of approximately 3.9 million pounds sterling.


     (B) On July 26, 1999,  NTL, with the support of France  Telecom,  agreed to
acquire the consumer cable telephone,  internet and television operations of CWC
ConsumerCo.  NTL proposes to acquire CWC  ConsumerCo for 54.4 million new shares
of NTL  common  stock and 2.85  billion  pounds  sterling  in cash  representing
approximately  6.3 billion pounds  sterling in total equity  consideration.  NTL
will also assume  approximately  1.9 billion pounds  sterling of CWC's net debt,
plus operational adjustments prior to closing.

     NTL and France Telecom also announced on July 26, 1999, that France Telecom
has agreed to invest a total of $5.5 billion in NTL,  which  includes an initial
investment of $1 billion previously  announced on July 15, 1999. Under the terms
of the France Telecom  investment,  France Telecom  will invest $2.75 billion in
NTL common equity  issued at $92.50 per share and $2.75  billion of  convertible
preferred stock with 5% dividend and a conversion  price of $125 per share.  The
France Telecom investment will finance the cash portion of the consideration for
NTL's acquisition of CWC ConsumerCo and strengthen NTL's balance sheet.  Through
this investment, France Telecom will become NTL's largest shareholder with up to
25% of the company's fully diluted share capital.

<PAGE>


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

         Exhibits

  99.1   Press release, issued July 18, 1999

  99.2   Press release, issued July 26, 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: July 26, 1999

<PAGE>

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



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

   99.1   Press release, issued July 18, 1999

   99.2   Press release, issued July 26, 1999
[{"type": "8-K", "sequence": "1", "description": "NTL INCORPORATED 8K - JULY 18, 1999", "secsgml_size_bytes": 5263}]
{"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": "333-75829", "film-number": "99670359"}, "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) JULY 18, 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.
------    ------------

     (A) On  July  18  1999,  NTL  Incorporated  ("NTL")  announced  that it had
acquired certain broadband cable franchises from British  Telecommunications plc
("BT").  The franchises are located in Westminster and Milton Keynes and cover a
total of approximately 210,000 homes,  approximately 189,000 of which are passed
by broadband networks.  The acquisitions increase NTL's total franchise homes in
the UK and Ireland to more than 5.8 million homes.

     NTL expects to invest  approximately  15 million pounds sterling to upgrade
the networks for digital  cable,  interactive  services and high speed  Internet
access. In addition, NTL will pay BT 5 million pounds sterling on closing and up
to 14 million  pounds  sterling on completion of the upgrade of the  Westminster
network.  Thereafter,  NTL will lease the networks  from BT on a long term basis
for an annual lease payment of approximately 3.9 million pounds sterling.

     (B) On July 26, 1999,  NTL, with the support of France  Telecom,  agreed to
acquire the consumer cable telephone,  internet and television operations of CWC
ConsumerCo.  NTL proposes to acquire CWC  ConsumerCo for 54.4 million new shares
of NTL  common  stock and 2.85  billion  pounds  sterling  in cash  representing
approximately  6.3 billion pounds  sterling in total equity  consideration.  NTL
will also assume  approximately  1.9 billion pounds  sterling of CWC's net debt,
plus operational adjustments prior to closing.

     NTL and France Telecom also announced on July 26, 1999, that France Telecom
has agreed to invest a total of $5.5 billion in NTL,  which  includes an initial
investment of $1 billion previously  announced on July 15, 1999. Under the terms
of the France Telecom  investment,  France Telecom  will invest $2.75 billion in
NTL common equity  issued at $92.50 per share and $2.75  billion of  convertible
preferred stock with 5% dividend and a conversion  price of $125 per share.  The
France Telecom investment will finance the cash portion of the consideration for
NTL's acquisition of CWC ConsumerCo and strengthen NTL's balance sheet.  Through
this investment, France Telecom will become NTL's largest shareholder with up to
25% of the company's fully diluted share capital.
Item 7.  Financial Statements and Exhibits
------   ---------------------------------

         Exhibits

  99.1   Press release, issued July 18, 1999

  99.2   Press release, issued July 26, 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: July 26, 1999
EXHIBIT INDEX
                                  -------------

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

   99.1   Press release, issued July 18, 1999

   99.2   Press release, issued July 26, 1999