UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                                               Commission File Number: 001-22616

(Check One):
{ } Form 10-K  { } Form 11-K  { } Form 20-F  {X} Form 10-Q  { } Form N-SAR
      For Period Ended:   June 30, 2002
                                                 -----------------

      { } Transition Report on Form 10-K
      { } Transition Report on Form 20-F
      { } Transition Report on Form 11-K
      { } Transition Report on Form 10-Q
      { } Transition Report on Form N-SAR
      For the Transition Period Ended: _______________________________________


     NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.

                                -----------------

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

                                -----------------

                        PART I -- REGISTRANT INFORMATION

Full Name of Registrant:  NTL COMMUNICATIONS CORP.

Former Name if Applicable: _________________________

Address of Principal Executive Office (Street and Number)
110 EAST 59TH STREET
NEW YORK, NY 10022
City, State and Zip Code

                       PART II -- RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

{X}  (a) The reasons described in reasonable detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

{X}  (b) The subject quarterly report on Form 10-Q will be filed on or before
     the fifth calendar day following the prescribed due date; and

{ }  (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.






                              PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-Q could not be
filed within the prescribed time period.

On May 8, 2002, NTL Incorporated, the ultimate parent of NTL Communications
Corp., and certain of its subsidiaries, namely, NTL (Delaware), Inc., NTL
Communications Corp., Communications Cable Funding Corp., Diamond Cable
Communications Limited and Diamond Holdings Limited, filed in the Southern
District Court of New York voluntary petitions for a previously announced
"prearranged" joint plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code to convert $10.6 billion of publicly traded debt into equity of
two reorganized companies. NTL Incorporated and its debtor subsidiaries filed an
amended joint reorganization plan and disclosure statement on May 24, 2002, and
again on July 15, 2002. In connection with the preparation and filing of the
Chapter 11 cases of these NTL companies, and the amendments to the joint
reorganization plan and disclosure statement, the full resources of NTL
Communications Corp. and its auditors have been severely strained. NTL
Communications Corp. also requires additional time in order to prepare the
disclosures required by AICPA Statement of Position 90-7, Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code. As a result, it has not
been possible to complete the necessary work in time for filing the Form 10-Q by
August 14, 2002 without unreasonable effort or expense.

                          PART IV -- OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

     Richard J. Lubasch           (212)             906-8440
     (Name)                       (Area Code)       (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).

     {X} Yes           { } No


(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?

     {X} Yes           { } No

     If so: attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

        See attachment.


                            NTL COMMUNICATIONS CORP.

                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: August 14, 2002                     By:  /s/ Gregg Gorelick
                                                   --------------------------
                                                   Gregg Gorelick
                                                   Vice President - Controller





INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                                  ATTENTION

     Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).

                                  ATTACHMENT

PART IV--OTHER INFORMATION

The registrant anticipates an estimated net loss of $400.0 million for the
second quarter of 2002, compared to a net loss of $798.9 million for the second
quarter of 2001. The reduction in net loss is primarily attributable to the
registrant's adoption of SFAS No.142 on January 1, 2002.