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 1993 STOCK OPTION PLAN
                            (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                 1,600,000              $31.375                 $50,200,000                $14,809
$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.  33-78844  and  333-13015),  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
                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": 8152}]
{"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": "333-44765", "film-number": "98511339"}, "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 1993 STOCK OPTION PLAN
                            (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                 1,600,000              $31.375                 $50,200,000                $14,809
$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.  33-78844  and  333-13015),  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
                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