Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 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))

Item 5.02	DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

SIGNATURES

EXHIBIT INDEX

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On October 23, 2006, NTL Incorporated issued a press release announcing the death of its Deputy Chairman, Anthony (Cob) Stenham. Mr. Stenham was both an executive officer of NTL and a member of its Board of Directors.

A copy of the press release is attached hereto as Exhibit 99.1.

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: October 23, 2006			NTL INCORPORATED


	By:	/s/ Bryan H. Hall
		Bryan H. Hall
		Secretary

EXHIBIT INDEX

Exhibit		Description

99.1		Press release, dated October 23, 2006, issued by NTL Incorporated.

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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