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): July 10, 2006

NTL Incorporated

(Exact name of Registrant as specified in its charter)

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

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:

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

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

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

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

TABLE OF CONTENTS

Item 1.01	Entry into a Material Definitive Agreement
Item 8.01	Other Events
SIGNATURES
Exhibit 99.1	Press Release dated July 10, 2006

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Item 1.01Entry into a Material Definitive Agreement

On July 10, 2006, NTL Incorporated (the “Company”) executed an amendment agreement to its senior facilities agreement dated March 3, 2006 between, among others, the Company, certain of its subsidiaries (as Borrowers and/or Guarantors) and Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman Sachs International (as Bookrunners and Mandated Lead Arrangers), pursuant to which:

(i)an additional C Facility may be made available to NTL Investment Holdings Limited (“NTLIH”) in an aggregate principal amount of £300,000,000 for the purposes of refinancing (in part) certain bridge facilities of the NTL group. The C Facility, the principal of which will be repayable in seven years, will be guaranteed by NTL Cable plc, such guarantee obligations having the benefit of second ranking security over the shares in NTLIH and certain intercompany indebtedness between NTLIH and NTL Cable plc; and

(ii)as a result of the syndication process of the existing senior facilities, certain pricing and tranching amendments have been made to the existing B Facilities. The amended provisions are as follows:

Facility	Principal Amount		Interest Margin
B2	£	350,652,430	2.125	%
B3	€	500,000,000	2.000	%
B4	$	650,000,000	2.000	%

For the avoidance of doubt, the comparable terms of the A, A1 and B1 Facilities remain unchanged as follows:

Facility	Principal Amount		Interest Margin
A	£	3,350,000,000	1.875	%
A1	£	175,000,000	1.875	%
B1	£	300,000,000	2.125	%

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Item 8.01Other Events

Filing of registration statement for £300 million senior note offering; commitments sought for £300 million in C Facility.

On July 10, 2006, the Company filed a registration statement with the SEC for the sale of £300 million of U.S. dollar and pound sterling denominated ten year notes to be issued by its subsidiary, NTL Cable PLC. The Company also announced that NTL Cable PLC’s subsidiary, NTLIH, is seeking commitments for an additional £300 million in senior debt under its new C Facility.

The press release issued by the Company with respect to these matters is attached as Exhibit 99.1.

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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.

Dated: July 11, 2006	NTL INCORPORATED
	By:	/s/ Jacques Kerrest
		Jacques Kerrest
		Treasurer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated July 10, 2006

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EX-99.1

Exhibit 99.1

NTL finalizes financing package for merger with Telewest Global and acquisition of Virgin Mobile; announces £300 million senior notes offering and seeks additional £300 million in senior debt under existing facility

London, England, 10 July 2006. NTL Incorporated (NASDAQ: NTLI) today announced that it intends to file a registration statement shortly with the U.S. Securities and Exchange Commission (SEC) for the sale of £300 million of U.S. dollar and pound sterling denominated ten year notes to be issued by its subsidiary, NTL Cable plc. The dollar and sterling notes will have minimum denominations of $100,000 and £50,000 respectively. The notes will rank pari passu with NTL Cable’s outstanding dollar, sterling and euro notes.

NTL also announced that NTL Cable’s subsidiary, NTL Investment Holdings Limited, is seeking commitments for an additional £300 million in senior debt under a new Tranche C of its existing senior credit facility. The principal amount of the Tranche C facility will be repayable in seven years. NTL anticipates that its use of the Tranche C senior facility will reduce its overall financing cost.

These proposed financings will not change the aggregate debt levels previously announced and will complete the financing of the Telewest Global and Virgin Mobile transactions.

End

For further information contact:

ntl Incorporated:

Richard Williams, Tel: +44 20 7299 5479 / richard.williams@ntl.com

Vani Bassi, Tel: +44 20 7299 5353 / vani.bassi@ntl.com

Important Information

This announcement is not an offer of any securities for sale. The issuer may file a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents that NTL has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the company will arrange to send you the prospectus after filing if you request it by calling toll-free 1-800-245-8812, or by requesting a prospectus by e-mail from vani.bassi@ntl.com.

The notes will not be offered and sold in the United Kingdom other than to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or as agent) for the purposes of their businesses or whom it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of Section 19 of the Financial Service and Market Act 2000 by the issuer.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

Various statements contained in this document constitute “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. Words like “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy,” and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by these forward-looking

statements. These factors include: (1) the failure to obtain and retain expected synergies from the merger with Telewest and acquisition of Virgin Mobile; (2) rates of success in executing, managing and integrating key acquisitions, including the merger with Telewest and acquisition of Virgin Mobile; (3) the ability to achieve business plans for the combined ntl: Telewest group; (4) the ability to manage and maintain key customer relationships; (5) the ability to fund debt service obligations through operating cash flow; (6) the ability to obtain additional financing in the future and react to competitive and technological changes; (7) the ability to comply with restrictive covenants in NTL’s indebtedness agreements; (8) the ability to control customer churn; (9) the ability to compete with a range of other communications and content providers; (10) the effect of technological changes on NTL’s businesses; (11) the functionality or market acceptance of new products that NTL may introduce; (12) possible losses in revenues due to systems failures; (13) the ability to maintain and upgrade NTL’s networks in a cost-effective and timely manner; (14) the reliance on single-source suppliers for some equipment and software; (15) the ability to provide attractive programming at a reasonable cost; and (16) the extent to which NTL’s future earnings will be sufficient to cover its fixed charges.

These and other factors are discussed in more detail under “Risk Factors” and elsewhere in NTL’s Form 10-K and NTL Holdings Inc’s. Form 10-K that were filed with the SEC on February 28, 2006 and March 1, 2006 respectively. We assume no obligation to update our forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.