REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                NTL INCORPORATED
             (Exact name of Registrant as specified in its charter)

        DELAWARE                                          52-1822078
(State of incorporation)                    (I.R.S. employer identification no.)

                 110 EAST 59TH STREET, NEW YORK, NEW YORK 10022
               (Address of principal executive offices; zip code)

              NTL INCORPORATED NONQUALIFIED STOCK OPTION AGREEMENTS
                            (Full title of the Plan)

                            RICHARD J. LUBASCH, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                NTL INCORPORATED
                              110 EAST 59TH STREET
                            NEW YORK, NEW YORK 10022
                                 (212) 906-8480
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                             THOMAS H. KENNEDY, ESQ.
                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 735-3000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of Securities to be              Amount to be          Proposed Maximum         Proposed Maximum          Amount of Regis-
Registered                             Registered            Offering Price           Aggregate Offering        tration Fee (3)
                                                             Per Share(1)(2)          Price (2)
--------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                   <C>                      <C>                       <C>
Common Stock, par value                1,350,000             $31.375                  $42,356,250               $12,495.09
$0.01 per share (including
Series A Junior Participating
Preferred Stock Purchase
Rights)(4)
================================================================================================================================
</TABLE>

(1)  Estimated  pursuant  to  paragraphs  (c) and (h) of Rule 457 under the
     Securities Act of 1933, as amended (the "Securities Act"), on the basis
     of the average of the high and low sale  prices for a share of Common
     Stock on the Nasdaq Stock Market's  National  Market on January 20, 1998.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  The registration  fee has been calculated  pursuant to Section 6(b) of
     the Securities Act.

(4)  Prior  to the  occurrence  of  certain  events,  the  Series  A Junior
     Participating  Preferred Stock Purchase Rights (the "Rights") will not
     be evidenced  separately from the Common Stock. The value attributable
     to the Rights, if any, is reflected in the value of the Common Stock.

<PAGE>


     Pursuant to Instruction E of Form S-8 with respect to the  registration  of
additional securities,  the Registration Statement dated December 7, 1992 of the
registrant's  predecessor  company,  OCOM Corporation,  a Delaware  corporation,
filed on Form  S-8  (File  No.  33-55448),  and all  exhibits  thereto,  and the
Registration  Statements,  dated May 12, 1994 and  September  26,  1996,  of the
registrant's predecessor company, International CableTel Incorporated,  filed on
Form S-8 (File Nos.  33-78848  and  333-13007),  and all exhibits  thereto,  are
incorporated by reference in this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

         5       Opinion of Richard J. Lubasch, Esq. regarding the
                 legality of the securities being registered

         23.1    Consent of Richard J. Lubasch, Esq. (included as
                 part of Exhibit 5)

         23.2    Consent of Ernst & Young LLP

         24      Powers of Attorney



















                               Page 2 of 17 Pages

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of New  York,  State of New  York,  on this  22nd day of
January, 1998.


                                  NTL INCORPORATED


                                  By: /s/ Richard J. Lubasch
                                     -------------------------------------
                                     Richard J. Lubasch
                                     Senior Vice President-General Counsel
                                         and Secretary


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.



Name                    Title                                   Date


          *             Chairman of the Board, Chief            January 22, 1998
--------------------      Executive Officer and Treasurer
George S. Blumenthal      (Principal Executive Officer)


          *             President, Chief Operating and          January 22, 1998
--------------------      Financial Officer and Director
J. Barclay Knapp          (Principal Financial Officer)


          *             Vice President-Controller               January 22, 1998
--------------------      (Principal Accounting Officer)
Gregg Gorelick


          *             Director                                January 22, 1998
--------------------
Sidney R. Knafel




                               Page 3 of 17 Pages

<PAGE>


          *             Director                                January 22, 1998
--------------------
Ted H. McCourtney


          *             Director                                January 22, 1998
--------------------
Del Mintz


          *             Director                                January 22, 1998
--------------------
Alan J. Patricof


          *             Director                                January 22, 1998
--------------------
Warren Potash


          *             Director                                January 22, 1998
--------------------
Michael S. Willner




* By: /s/ Richard J. Lubasch
     --------------------------
     Richard J. Lubasch
     Attorney-in-Fact














                               Page 4 of 17 Pages

<PAGE>


                                  EXHIBIT INDEX




Exhibit No.       Description of Exhibit                     Page No.
-----------       ----------------------                     --------

5                 Opinion of Richard J. Lubasch, Esq.            6
                  regarding the legality of the securities
                  being registered

23.1              Consent of Richard J. Lubasch, Esq.
                  (included as part of Exhibit 5)

23.2              Consent of Ernst & Young LLP                   8

24                Powers of Attorney                             9

























                               Page 5 of 17 Pages
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8012}]
{"company-data": {"conformed-name": "NTL INC /DE/", "cik": "0000906347", "assigned-sic": "4841", "irs-number": "521822078", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44763", "film-number": "98511338"}, "business-address": {"street1": "110 E 59TH ST", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2129048440"}, "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"}}
REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                NTL INCORPORATED
             (Exact name of Registrant as specified in its charter)

        DELAWARE                                          52-1822078
(State of incorporation)                    (I.R.S. employer identification no.)

                 110 EAST 59TH STREET, NEW YORK, NEW YORK 10022
               (Address of principal executive offices; zip code)

              NTL INCORPORATED NONQUALIFIED STOCK OPTION AGREEMENTS
                            (Full title of the Plan)

                            RICHARD J. LUBASCH, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                NTL INCORPORATED
                              110 EAST 59TH STREET
                            NEW YORK, NEW YORK 10022
                                 (212) 906-8480
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                             THOMAS H. KENNEDY, ESQ.
                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 735-3000

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Securities to be              Amount to be          Proposed Maximum         Proposed Maximum          Amount of Regis-
Registered                             Registered            Offering Price           Aggregate Offering        tration Fee (3)
                                                             Per Share(1)(2)          Price (2)
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value                1,350,000             $31.375                  $42,356,250               $12,495.09
$0.01 per share (including
Series A Junior Participating
Preferred Stock Purchase
Rights)(4)
================================================================================================================================
(1)  Estimated  pursuant  to  paragraphs  (c) and (h) of Rule 457 under the
     Securities Act of 1933, as amended (the "Securities Act"), on the basis
     of the average of the high and low sale  prices for a share of Common
     Stock on the Nasdaq Stock Market's  National  Market on January 20, 1998.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  The registration  fee has been calculated  pursuant to Section 6(b) of
     the Securities Act.

(4)  Prior  to the  occurrence  of  certain  events,  the  Series  A Junior
     Participating  Preferred Stock Purchase Rights (the "Rights") will not
     be evidenced  separately from the Common Stock. The value attributable
     to the Rights, if any, is reflected in the value of the Common Stock.
Pursuant to Instruction E of Form S-8 with respect to the  registration  of
additional securities,  the Registration Statement dated December 7, 1992 of the
registrant's  predecessor  company,  OCOM Corporation,  a Delaware  corporation,
filed on Form  S-8  (File  No.  33-55448),  and all  exhibits  thereto,  and the
Registration  Statements,  dated May 12, 1994 and  September  26,  1996,  of the
registrant's predecessor company, International CableTel Incorporated,  filed on
Form S-8 (File Nos.  33-78848  and  333-13007),  and all exhibits  thereto,  are
incorporated by reference in this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

         5       Opinion of Richard J. Lubasch, Esq. regarding the
                 legality of the securities being registered

         23.1    Consent of Richard J. Lubasch, Esq. (included as
                 part of Exhibit 5)

         23.2    Consent of Ernst & Young LLP

         24      Powers of Attorney

                               Page 2 of 17 Pages
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of New  York,  State of New  York,  on this  22nd day of
January, 1998.

                                  NTL INCORPORATED

                                  By: /s/ Richard J. Lubasch
                                     -------------------------------------
                                     Richard J. Lubasch
                                     Senior Vice President-General Counsel
                                         and Secretary

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Name                    Title                                   Date

          *             Chairman of the Board, Chief            January 22, 1998
--------------------      Executive Officer and Treasurer
George S. Blumenthal      (Principal Executive Officer)

          *             President, Chief Operating and          January 22, 1998
--------------------      Financial Officer and Director
J. Barclay Knapp          (Principal Financial Officer)

          *             Vice President-Controller               January 22, 1998
--------------------      (Principal Accounting Officer)
Gregg Gorelick

          *             Director                                January 22, 1998
--------------------
Sidney R. Knafel

                               Page 3 of 17 Pages
*             Director                                January 22, 1998
--------------------
Ted H. McCourtney

          *             Director                                January 22, 1998
--------------------
Del Mintz

          *             Director                                January 22, 1998
--------------------
Alan J. Patricof

          *             Director                                January 22, 1998
--------------------
Warren Potash

          *             Director                                January 22, 1998
--------------------
Michael S. Willner

* By: /s/ Richard J. Lubasch
     --------------------------
     Richard J. Lubasch
     Attorney-in-Fact

                               Page 4 of 17 Pages
EXHIBIT INDEX

Exhibit No.       Description of Exhibit                     Page No.
-----------       ----------------------                     --------

5                 Opinion of Richard J. Lubasch, Esq.            6
                  regarding the legality of the securities
                  being registered

23.1              Consent of Richard J. Lubasch, Esq.
                  (included as part of Exhibit 5)

23.2              Consent of Ernst & Young LLP                   8

24                Powers of Attorney                             9

                               Page 5 of 17 Pages