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): December 1, 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     (212) 906-8440
                                  area code:

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:

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

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

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

[ ] 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 9.01.  Financial Statements and Exhibits

SIGNATURES

Exhibit 99.1





Item 1.01.  Entry into a Material Definitive Agreement.

(a) On December 1, 2004, NTL (Chichester) Limited ("NTL Chichester"), NTL
Digital Ventures Limited ("Digital Ventures") and NTL Group Limited, each
of which is a subsidiary of NTL Incorporated, entered into a Master
Agreement (the "Master Agreement") relating to National Transcommunications
Limited ("NatTrans") and NTL Digital Limited ("Digital") with Macquarie UK
Broadcast Limited ("Macquarie") and Macquarie UK Broadcast Holdings
Limited.

(b) Pursuant to the Master Agreement, NTL Chichester agreed to sell all of
the ordinary shares of NatTrans to Macquarie and Digital Ventures agreed to
sell all of the ordinary shares of Digital to Macquarie for an aggregate
purchase price of (pound)1.27 billion. NatTrans and Digital comprise NTL's
broadcast business. The sale is subject to regulatory approval and is
expected to close in the first quarter of 2005.

Item 9.01. Financial Statements and Exhibits

Exhibit    Description

99.1       Press Release, dated December 1, 2004, 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.

                                                NTL INCORPORATED



 Date:  December 2, 2004                     By:  /s/ Jacques Kerrest
                                                 ------------------------

                                                     Name:  Jacques Kerrest
                                                     Title:  Chief Financial
                                                             Officer




                               EXHIBIT INDEX

Exhibit    Description

99.1       Press Release, dated December 1, 2004, issued by the
           Registrant

EX-99

[NTL Logo]

NTL INCORPORATED ANNOUNCES AGREEMENT TO SELL BROADCAST BUSINESS FOR
(POUND)1.27 BILLION

LONDON, 1 December 2004 - ntl Incorporated (NASDAQ: NTLI) today announced
that it has entered into a definitive agreement to sell its broadcast
business to a consortium led by Macquarie Communications Infrastructure
Group (MCG) and including Macquarie Bank Limited, Industry Funds Management
(Nominees) Limited and other third party investors for a purchase price of
(pound)1.27 billion. The sale is subject to regulatory approval and is
expected to close in the first quarter of 2005. ntl and the broadcast
business have also entered into certain agreements relating to the
provision of future services.

ntl is currently evaluating alternative uses of the proceeds generated from
the sale. These alternatives include a special dividend to shareholders
and/or stock repurchases, debt repayment and general corporate purposes.
The decision regarding use of proceeds, which will be designed to maximize
shareholder value, will be made after the sale is completed, taking into
account tax, legal and structural considerations.

Simon Duffy, Chief Executive Officer of ntl, said, "We are very pleased to
have agreed the sale of our Broadcast division to MCG on these terms. MCG
has been an excellent owner of a similar business we sold to them in
Australia in 2002 and I am sure that they will prove to be an equally good
owner of our UK Broadcast business. The 2002 transaction has proved to be
highly beneficial to both MCG and ntl and I am confident that the
transaction we are announcing today will prove to be just as successful for
both parties. Going forward, this transaction will enable us to focus on
continuing to grow our core cable and broadband businesses."

The broadcast business provides tower site leasing, broadcast transmission,
satellite, media, public safety communications and other network services
in the UK and the Republic of Ireland. The broadcast business' customers
include the leading UK mobile wireless operators, all major commercial
television and radio broadcasters and public safety organizations such as
the police, fire and ambulance services. The broadcast business has the
second largest independent portfolio of wireless towers and sites available
for lease in the UK.

More on ntl Incorporated:

o ntl Incorporated (NASDAQ: NTLI) offers a wide range of communications and
entertainment services to residential and business customers throughout the
UK and Ireland.

o ntl is the UK's largest cable company and leading broadband supplier with
over one million broadband customers and 3 million residential customers.

o ntl's fibre-optic broadband network can service 7.8 million homes in the
UK including London, Manchester, Nottingham, Oxford, Cambridge, Cardiff,
Glasgow and Belfast.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

Various statements contained herein constitute "forward-looking statements"
as that term is defined under the Private Securities Litigation Reform Act of
1995.  When used herein, the words "believe," "anticipate," "should,"
"intend," "plan," "will," "expects," "estimates," "projects," "positioned,"
"strategy," and similar expressions identify these forward-looking
statements.  These forward-looking statements 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 those set forth under the caption "Risk  Factors" in our form
10-K that was filed with the SEC on March 11, 2004 and under the caption
"Risks Factors" in a Registration Statement on Form S-8 that was filed with
the SEC on September 9, 2004 such as potential adverse developments with
respect to our liquidity or results of operations; our significant debt
payments and other contractual commitments; our ability to fund and execute
our business plan; our ability to generate sufficient cash to service our
debt; the impact of new business opportunities requiring significant up-front
investments; our ability to attract and retain customers, increase our
overall market penetration and react to competition from providers of
alternative services; our ability to integrate our billing systems; our
significant management changes since our emergence from Chapter 11
reorganisation; our ability to develop and maintain back-up for our critical
systems; our ability to respond adequately to technological developments; our
ability to maintain contracts that are critical to our operations; our
ability to continue to design networks, install facilities, obtain and
maintain any required governmental licenses or approvals, and finance
construction and development, in a timely manner at reasonable costs and on
satisfactory terms and conditions; interest rate and currency exchange rate
fluctuations; the impact of  our  reorganisation and subsequent
organisational restructuring; and our plan to separate ntl: Broadcast from
our other operations and the results of our ongoing auction process.

We assume no obligation to update the forward-looking statements contained
herein to reflect actual results, changes in assumptions or changes in
factors affecting these statements.

For further information about ntl please contact:

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

Media:

Alison Kirkwood, +44 (0)1256 752662 / (0)7788 186154
Nicola Mitchell, +44 (0) 1256 752669 / (0)7884 057 576

Buchanan Communications:

Richard Oldworth or Jeremy Garcia, +44 (0)20 7466 5000