8-K

UNITED STATES

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): February 6, 2007

Virgin Media Inc.

(formerly known as NTL Incorporated)

(Exact name of Registrant as specified in its charter)

Delaware (State of Incorporation) File No. 000-50886 (Commission File Number) 52-3778427 (IRS Employer Identification No.)

909 Third Avenue, Suite 2863, 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

(NTL Incorporated)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

pWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

pSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

pPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

pPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 9.01.  Financial Statements and Exhibits

SIGNATURES

Exhibit Index

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 8, 2007, Virgin Media Inc., formerly known as NTL Incorporated (the “Company”), issued a press release announcing that, effective as of February 6, its corporate name had changed to Virgin Media Inc.

The change of the Company’s name was implemented by means of a short-form merger pursuant to Section 253(b) of the Delaware General Corporation Law. Upon the filing of a certificate of ownership and merger providing for the Company’s name to be changed to “Virgin Media Inc.,” a wholly-owned subsidiary of the Company bearing the Company’s intended name merged with and into the Company, enabling it to change its name without stockholder approval.

Accordingly, Article I of the Company’s Certificate of Incorporation has been amended to read as follows:

“ARTICLE I

NAME OF THE CORPORATION

The name of this corporation is Virgin Media Inc.”

A conforming change was also made to the Company’s by-laws to reflect the change in the Company’s name.

Item 9.01. Financial Statements and Exhibits

d) Exhibits

3.1	Text of amendment to Second Restated Certificate of Incorporation of the Registrant.
3.2	Text of amendment to Restated By-laws of the Registrant.
99.1	Press release, dated February 8, 2007, issued by the Registrant.

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.

	VIRGIN MEDIA INC.
Date:  February 8, 2007	By:	/s/ Bryan H. Hall
		Bryan H. Hall Secretary

EXHIBIT INDEX

Exhibit	Description
3.1	Text of amendment to Second Restated Certificate of Incorporation of the Registrant.
3.2	Text of amendment to Restated By-laws of the Registrant.
99.1	Press release, dated February 8, 2007, issued by the Registrant.

EX-3.1

EXHIBIT 3.1

ARTICLE I

NAME OF THE CORPORATION

The name of this corporation is Virgin Media Inc.

EX-3.2

EXHIBIT 3.2

RESTATED BY-LAWS

OF

VIRGIN MEDIA INC.

(hereinafter called the “Corporation”)

EX-99.1

Exhibit 99.1

08/02/07             [Virgin Media logo]

Virgin Media launches and announces unique new TV channel and expansion plans

Virgin Media (NASDAQ: VMED), a major new force in entertainment and communications, launched this morning, pledging to shake up the industry and to offer consumers quality, value, innovative products and outstanding customer service.

For the first time, one company will be able to deliver a simple, one-stop solution to meet consumers' entertainment and communications needs, providing cutting-edge digital TV services, unlimited broadband, home phone and a feature-packed mobile service.

Commenting on today's launch, Jim Mooney, chairman said: "Virgin Media will be the UK consumer's company of choice to bring together all of the products, new services and great content, such as Virgin Central, under a totally dedicated and national customer service banner."

A new TV channel with a difference

Virgin Media will launch its most innovative content offer yet in Virgin Central, a blockbuster interactive cable channel, on 20 February. It will herald a new way to watch television, combining the simplicity of a traditional channel with the choice and control of next generation TV-on-demand technology.

Customers will be able to pick and choose from a selection of episodes from hit shows such as The OC, Nip/Tuck, West Wing, Little Britain, Grey's Anatomy, Alias, Criminal Minds, CSI: Crime Scene Investigation and CSI: Miami, at any one time for free.

The hybrid service will be available on cable channel 119 and marks a step change in the development of TV-on-demand - making access to a library of additional viewing more exciting and intuitive than ever before.

Virgin Media customers will also be benefiting from even more great content very shortly.

National reach and coming to a store near you.

Virgin Media also announced plans to extend its reach nationally by rolling services out into non-cable areas in 2007, enabling it to compete on a level playing field with key competitors for the first time ever by reaching over 97% of UK households.

Virgin Media will soon be taking on competitors in the high street too, via a major retail initiative. Fifteen stand alone Virgin Mobile stores offering its unique quadplay of broadband, digital TV, home phone and mobile will open throughout the UK in 2007. This is in addition to existing promotional sites in over 100 of the UK's major shopping centers. The company will also shortly be announcing a major deal to sell its quadplay services in hundreds of high street retail outlets across the UK. In addition, it will sell quadplay in 75 Virgin Mobile concessions in Virgin Megastores.

Simplicity, choice, quality and value

Simplicity and choice are key priorities for Virgin Media. Customers can choose from a range of products on the quadplay menu in clearly priced packages to suit their needs. Virgin Media offers two products for £20, three for £30 and four for £40.

For those who want the best entertainment and communication products money can buy, the company also announced the launch of its 'VIP' (Very Impressive Package) service, offering V+, its HD-enabled PVR; 10Mb broadband; unlimited UK landline calls; and a free TV mobile phone with 500 minutes of mobile airtime per month, 1,000 texts a month and a VIP bonus of £60 free airtime.

As an alternative to Freeview, Virgin Media can also deliver outstanding value to its existing home phone customers with its TV-on-demand service, included in a free TV package. The UK's most extensive TV-on-demand library has more than 500 movie titles and hundreds more comedy shows and TV dramas available 24/7.

Focusing on customer service

Virgin Media is putting customer service at the heart of its business and will make it a key differentiator for consumers. In 2006, it invested £10m (on an annualised basis), hired 300 extra customer service employees, 30 new trainers and reinvigorated its training programmes. Great progress has been made, with 71% of calls now answered within 30 seconds compared to 37% this time last year. And the average speed of answer is now 40 seconds, compared to 176 seconds this time last year. Virgin Media will continue to focus on achieving and maintaining the highest levels of service for all its customers.

Steve Burch, chief executive officer said:

"We've been working towards this day for a long time and the transformation of our business is already well advanced. Virgin values are

starting to permeate all aspects of our company, from the culture to our product line up. Looking forward, we have a world of opportunity before us. Consumers are ready for something genuinely different. As a company and as individuals, their needs and aspirations will remain at the heart of everything we do."

Richard Branson, founder of Virgin Group, said:

"Today's creation of Virgin Media sees a milestone in the history of the media industry and cable in particular. For the first time there is a single brand set to provide a more extensive range of television entertainment, broadband and communication services than previously offered by anyone in the UK. Our transition to Virgin Media has been underway since last July and will continue over the coming months, as we roll out an outstanding 21st century customer experience in home entertainment and communications."

Notes to editors

Launched on 8 February 2007, Virgin Media is a leading provider of home entertainment and communication services. With almost 10 million customers across the country (5m cable, 4.5m mobile, 250,000 virgin.net), it is the only operator in the UK to offer a 'quad play' of TV, broadband, home and mobile phone services.

Most of Virgin Media's TV, broadband and home phone services are distributed across a high-speed cable network which reaches 12.5 million (predominantly urban) households. An investment programme is currently underway to extend the quadplay offer to the whole country in 2007.

The company's Virgin Media Television subsidiary produces a range of popular TV programmes and channels, including Living, Bravo, Challenge, Trouble and ftn. Through a joint venture with the BBC, Virgin Media Television is also a 50 per cent partner in UKTV.

High-resolution images are available at www.vismedia.co.uk from 9.30am.

For further information and interview opportunities please contact:

Nick Fox or Lisa Gordon at M Communications on 020 7153 1530 or 020 7153 1540