8-K

                     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): March 4, 2004

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

    Delaware                File No. 000-22616                 52-1822078
    (State of            (Commission File Number)             (IRS Employer
 Incorporation)                                            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







                             TABLE OF CONTENTS

Item 5.  Other Events.
SIGNATURES
Exhibit 99.1





Item 5.  Other Events.

Exhibits

   99.1 Press Release, dated March 4, 2004

On March 4, 2004, NTL Incorporated issued a press release announcing that
it is evaluating a possible refinancing transaction in order to
opportunistically take advantage of market conditions. NTL expects that the
contemplated refinancing would include a senior secured credit facility and
the issuance of high yield bonds. The attached exhibit is provided under
Item 5 of Form 8-K and is furnished to, but not filed with, the Securities
and Exchange Commission.





                                 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 thereunto duly authorized.



                                            NTL INCORPORATED


 Dated:  March 4, 2004                      By: /s/ Scott E. Schubert
                                                -------------------------------

                                                Name:  Scott E. Schubert
                                                Title: Chief Financial Officer

EX-99.1

[ntl logo]

                           New York, New York, March 4, 2004 (NASDAQ: NTLI)

ntl Incorporated announces proposed refinancing
- -----------------------------------------------

New York, New York (March 4, 2004) - ntl Incorporated today announced that
it is evaluating a possible refinancing transaction in order to take
advantage of market conditions. The refinancing would most likely consist
of a new senior secured credit facility and a high yield bond offering,
although no assurance can be given as to the timing or success of any
refinancing.

The proposed senior secured credit facility, if consummated on the terms
contemplated, would provide ntl with up to (pound)2.425 billion and would
be led by Credit Suisse First Boston, Deutsche Bank AG London, Goldman
Sachs and Morgan Stanley as joint arrangers and bookrunners.

The high yield bonds would be offered only to "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act of 1933, as
amended) and/or to non-U.S. persons pursuant to Regulation S under the 1933
Act.

ntl intends to use the net proceeds of the proposed refinancing
transaction, together with cash on hand, to repay in full the group's
existing (pound)2.785 billion senior credit facilities and certain other
indebtedness of the group. The aim of the new financing is to extend the
maturity of ntl's indebtedness and to provide a lower-cost and more
flexible capital structure.


- -------------------------
Forward-Looking Statements

The matters discussed in this press release include forward-looking
statements. Such statements are subject to a number of risks and
uncertainties. Actual results in the future could differ materially and
adversely from those described in the forward-looking statements as a
result of various important factors, including the impact of credit markets
and the risk factors set forth in ntl's most recent reports filed with the
Securities and Exchange Commission. There can be no assurances that the
assumptions and other factors referred to in this release will occur. ntl
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NEITHER AN
OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND
SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL. THE SECURITIES OF THE
COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS
OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES,
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS.

THE INFORMATION CONTAINED IN THIS COMMUNICATION DOES NOT CONSTITUTE AN
OFFER OF SECURITIES TO THE PUBLIC IN THE UNITED KINGDOM WITHIN THE MEANING
OF THE PUBLIC OFFERS OF SECURITIES REGULATIONS 1995. NO PROSPECTUS OFFERING
SECURITIES TO THE PUBLIC WILL BE PUBLISHED IN THE UNITED KINGDOM. PERSONS
RECEIVING THIS COMMUNICATION IN THE UNITED KINGDOM SHOULD NOT RELY ON IT OR
ACT ON IT IN ANY WAY.

THE OFFERING MAY BE RESTRICTED IN CERTAIN OTHER COUNTRIES AND SUCH
RESTRICTIONS, IF ANY, WILL BE INCLUDED IN THE PROSPECTUS.



FOR MORE INFORMATION CONTACT:

INVESTOR RELATIONS:
US: Patti Leahy, +1 610 667 5554
UK: Virginia Ramsden, +44 (0)20 7967 3338

MEDIA:

Justine Parrish, +44 (0)20 7746 4096 / (0)7966 421 991
Alison Kirkwood, +44 (0)7788 186 154

Buchanan Communications
Richard Oldworth or Mark Edwards, +44 (0)20 7466 5000