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 2, 2006

NTL INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
File No. 000-22616	52-1822078
(Commission File Number)	(IRS Employer Identification No.)
909 THIRD AVENUE, SUITE 2863,
NEW YORK, NY	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 (see General Instruction A.2. below):

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 8.01 Other Events.

     On March 2, 2006, NTL Incorporated and Telewest Global, Inc. issued a press release entitled “NTL and Telewest Stockholders Approve Proposed Combination.” A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Title
99.1	Press release dated March 2, 2006, jointly issued by NTL Incorporated and Telewest Global, Inc.

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: March 2, 2006	By:	/s/ Bryan H. Hall
		Name: Bryan H. Hall
		Title: Secretary

EX-99.1

Exhibit 99.1

NTL AND TELEWEST STOCKHOLDERS APPROVE PROPOSED COMBINATION

London, United Kingdom, March 2, 2006 -- NTL Incorporated (NASDAQ: NTLI) and Telewest Global, Inc. (NASDAQ: TLWT) are pleased to announce that the stockholders of NTL and Telewest have today voted by an overwhelming margin to approve their combination. NTL said that approximately 99 percent of the NTL shares that were voted approved the transaction, and Telewest said that approximately 99 percent of the Telewest shares that were voted approved the transaction.

NTL’s Chairman, James Mooney said, “We’re extremely pleased to see shareholders recognize the value in combining our two companies. The combination will enable us to leverage each company’s strengths to drive significant consumer and shareholder value over the long term.”

The two companies anticipate that the closing of the transaction, which contemplates a reclassification and partial redemption of Telewest shares and the merger of NTL and a subsidiary of Telewest, will take place on March 3, 2006 or shortly thereafter.

Upon the closing of the transaction, Telewest stockholders will receive $16.25 in cash, and will retain 0.2875 shares of the combined company, for each Telewest share they currently own. NTL stockholders will receive 2.5 shares of the combined company for each NTL share they currently own. NTL stockholders will own approximately 75% of the combined company and Telewest stockholders will own approximately 25% of the combined company. The combined company will go forward under the NTL Incorporated name, and its shares will trade on NASDAQ under the symbol “NTLI”, although they will initially trade under the ticker symbol “NTLID”.

The combined company will have more than 5 million residential customers. It will be the largest provider of residential broadband services in the UK with 2.8 million subscribers, the second largest pay TV provider with 3.3 million subscribers and also the second largest fixed telephony provider with 4.3 million subscribers.

Notes to Editors:

About NTL

• NTL Incorporated offers a wide range of communications and content distribution services to residential and business customers throughout the UK.
  
  
• NTL Incorporated is the UK's largest cable company with 3.3 million residential customers, and the UK's leading supplier of broadband services to consumers, with 1.8 million broadband customers.
  
  
• NTL Incorporated's network can service 7.7 million homes in the UK.
  
  
• Information on NTL Incorporated and its products can be obtained at www.ntl.com.

About Telewest

Telewest Global, Inc., the broadband communications and media group, currently passes and markets to 4.7 million homes and provides multi-channel television, telephone and internet services to 1.8 million residential customers and Telewest Business, the company's business division, supplies broadband communications to the public and private sector markets. Its content division, Flextech, is the BBC's partner in UKTV. For further information go to http://mediacentre.telewest.co.uk/.

Contacts:

NTL Investors:
Brian Schaffer: +1 212 739 6724 / brian.schaffer@ntl.com

NTL Media:
Kirstine Cox: +44 (0)7899 962495 / kirstine.cox@ntl.com

Buchanan Communications:
Richard Oldworth/Jeremy Garcia, +44 (0) 207 466 5000

Telewest Investors:
Richard Williams: +44 20 7299 5479 / richard_williams@flextech.co.uk

Brunswick:
Nick Claydon: +44 (0)20 7404 5959 / nclaydon@brunswickgroup.com

“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 proposed merger with Telewest; (2) rates of success in executing, managing and integrating key acquisitions, including the pr oposed merger with Telewest; (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) our potential offer for 100% of the shares of Virgin Mobile; (10) the ability to compete with a range of other communications and content providers; (11) the effect of technological changes on NTL’s businesses; (12) the functionality or market acceptance of new products that NTL may introduce; (13) possible losses in revenues due to systems failures; (14) the ability to maintain and upgrade NTL’s networks in a cost-effective and timely manner; (15) the reliance on single-source suppliers for some equipm ent and software; (16) the ability to provide attractive programming at a reasonable cost; and (17) 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, Telewest’s Form 10-K and in our joint proxy statement/prospectus dated January 30, 2006. We assume no obligation to update our forward looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.

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