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):  April 5, 2004

NTL INCORPORATED

(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

TABLE OF CONTENTS

Exhibit 99.1

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Item 5.    Other Events.

Exhibits

99.1  Press Release, dated April 5, 2004

On April 5, 2004, NTL Incorporated issued a press release announcing the pricing of the offering by its wholly owned, newly formed subsidiary, NTL Cable PLC, of senior notes. The notes will be comprised of a £375 million aggregate principal amount tranche bearing interest at 9.75% due 2014, a $425 million aggregate principal amount tranche bearing interest at 8.75% due 2014, a €225 million aggregate principal amount tranche bearing interest at 8.75% due 2014 and a $100 million aggregate principal amount floating rate tranche due 2012, bearing interest of 3-month LIBOR plus 5.00%. The new notes have not been and will not be registered under the Securities Act of 1933, as amended. The notes will be offered and sold within the U.S. under Rule 144A.  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.

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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:  April 5, 2004	By:	/s/  Scott E. Schubert
		Name:  Scott E. Schubert
		Title:  Chief Financial Officer

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EX-99.1

Exhibit 99.1

ntl Incorporated prices offering of senior notes due 2014

New York, New York (April 5, 2004) – ntl Incorporated (NASDAQ: NTLI) announced today the pricing of the offering by its wholly-owned, newly-formed subsidiary ntl Cable PLC of senior notes.  The notes will be comprised of a £375 million aggregate principal amount tranche bearing interest at 9.75% due 2014, a $425 million aggregate principal amount tranche bearing interest at 8.75% due 2014, a €225 million aggregate principal amount tranche bearing interest at 8.75% due 2014 and a $100 million aggregate principal amount floating rate tranche due 2012, bearing interest of 3-month LIBOR plus 5.00%.

Proceeds from the offering, in conjunction with cash on hand and a new £2.425bn facility at ntl Investment Holdings Ltd, will be used to repay in full the existing senior credit facility, most of which is due 2005, as well as to redeem the outstanding ntl Triangle debentures due 2007 and the Diamond Holdings notes due 2008.  The offering and the new facility financing are both expected to close on April 13, 2004.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be offered or sold 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.

Accordingly, the notes will be offered and sold within the United States under Rule 144A only to “qualified institutional buyers” and outside the United States in accordance with Regulation S under the Securities Act.

– ends –

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