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): OCTOBER 5, 2006

                             NTL HOLDINGS INC.
           (Exact name of Registrant as specified in its charter)

        DELAWARE                 FILE NO. 000-22616               52-1822078
(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:

|_| 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 8.01
- ---------
SIGNATURES
- ----------
Exhibit 99.1
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ITEM 8.01.  OTHER EVENTS.

     On October 5, 2006,  NTL Holdings  Inc.'s  parent,  NTL  Incorporated,
issued a press release  announcing that its  wholly-owned  subsidiary,  NTL
Cable PLC,  had  received  consents of holders of a majority  in  principal
amount of its 9.75%  Senior  Notes due 2014  (sterling-denominated),  8.75%
Senior Notes due 2014 (U.S. dollar-denominated), and 8.75% Senior Notes due
2014  (euro-denominated)  to certain amendments to the indenture  governing
the Notes, and would execute a supplemental  indenture  implementing  these
amendments.

     The indenture has been amended to require NTL Cable PLC to furnish the
Trustee with quarterly and annual reports of its new ultimate  parent,  NTL
Incorporated,  following  the  merger of NTL  Holdings  Inc.  and  Telewest
Global,  Inc.  on March 3,  2006.  Other  amendments  will  also be made to
reflect the new ultimate parent holding company in the corporate structure.

     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.


                                        NTL HOLDINGS INC.


 Date: October 6, 2006                  By:  /s/ Bryan H. Hall
                                             --------------------------

                                        Name:  Bryan H. Hall
                                        Title: Secretary




                               EXHIBIT INDEX
                               -------------

 EXHIBIT                                 DESCRIPTION
- ---------      -----------------------------------------------------------------

99.1           Press Release, dated October 5, 2006, issued by NTL Incorporated.

EX-99.1

EXHIBIT 99.1

      NTL INCORPORATED RECEIVES REQUISITE CONSENTS FROM HOLDERS OF ITS
             2004 SENIOR NOTES PURSUANT TO CONSENT SOLICITATION

     New York October 5, 2006 - NTL Incorporated (NASDAQ:NTLI) announced
today that its subsidiary, NTL Cable PLC, has received consents from
holders of a majority of its outstanding 9.75% Senior Notes due 2014
(Sterling-denominated) (the "Sterling Notes"), 8.75% Senior Notes due 2014
(U.S. Dollar-denominated) (the "Dollar Notes") and 8.75% Senior Notes due
2014 (Euro-denominated) (the "Euro Notes"), which were issued in 2004 (the
"2004 Notes").

     To allow holders who are in the process of delivering their consents
to receive the consent payment described below, the consent solicitation
has been extended and will now expire at 5:00 p.m. New York time on October
6, 2006 (the "Expiration Date"). There will be no further extensions, and
consents may no longer be withdrawn.

     The consents are sufficient to effect the proposed amendments to the
indenture governing the Notes, as described in the Company's Consent
Solicitation Statement dated September 21, 2006 (the "Statement"), pursuant
to which the consent solicitation was made.

     NTL Cable PLC will proceed to execute a supplemental indenture
effecting the proposed amendments to the indenture governing the Notes. NTL
Cable PLC will make the consent payment of (pound)1 for each (pound)1,000
principal amount of Sterling Notes, $1 for each $1,000 principal amount of
Dollar Notes, and (euro)1 for each (euro)1,000 principal amount of Euro
Notes for which consents were received (and not previously validly revoked)
prior to the Expiration Date.

     NTL Cable PLC retained J.P. Morgan Securities Ltd. to serve as the
exclusive Solicitation Agent for the consent solicitation. Requests for
further information may be directed to Nigel Walder of J.P. Morgan
Securities Ltd. by telephone at +44 20 7777 1074.

     This press release is not a solicitation of consent with respect to
any securities, and is not open to holders of 2004 Notes in Italy. The
consent solicitation was made solely by the Statement.

NOTES TO EDITORS - ABOUT NTL:TELEWEST

     On 4 March 2006 NTL Incorporated completed a merger with Telewest
Global, Inc., creating the UK's largest provider of residential broadband
and the UK's leading provider of triple play services. The company recently
completed its acquisition of Virgin Mobile. NTL offers a wide range of
communications and entertainment services to more than 5 million
residential customers. ntl:Telewest networks can service more than 12
million homes - 50% of UK households.

CONTACT

     NTL Incorporated
     Investor Relations:
     Richard Williams, +44 (0) 20 7299 5479
     richard.williams@ntl.com
     or
     Media (Brunswick):
     Nick Claydon or Fiona Laffan, +44 (0) 20 7404 5959