NTL DELAWARE INC
424B3, 2001-01-19
CABLE & OTHER PAY TELEVISION SERVICES
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<PAGE>   1

                                                              Filed pursuant to
                                                              Rule 424 (b)(3)
                                                              Reg Nos. 333-36434
                                                              and 333-36434-01

PROSPECTUS SUPPLEMENT NO. 15
(To Prospectus dated August 30, 2000)

NTL (Delaware), Inc.
5 3/4% Convertible Subordinated Notes Due 2009
NTL Incorporated
Shares of Common Stock

This Prospectus Supplement No. 15 supplements and amends the Prospectus dated
August 30, 2000, the Prospectus Supplement No. 1 dated September 26, 2000, the
Prospectus Supplement No. 2 dated October 5, 2000, the Prospectus Supplement No.
3 dated October 18, 2000, the Prospectus Supplement No. 4 dated October 19,
2000, the Prospectus Supplement No. 5 dated October 27, 2000, the Prospectus
Supplement No. 6 dated November 1, 2000, the Prospectus Supplement No. 7 dated
November 1, 2000, the Prospectus Supplement No. 8 dated November 9, 2000, the
Prospectus Supplement No. 9 dated November 16, 2000, the Prospectus Supplement
No. 10 dated December 1, 2000, Prospectus Supplement No. 11 dated December 6,
2000, the Prospectus Supplement No. 12 dated December 12, 2000, the Prospectus
Supplement No. 13 dated January 4, 2001 and the Prospectus Supplement No. 14
dated January 19, 2001 relating to the 5 3/4% Convertible Subordinated Notes Due
2009 of NTL (Delaware), Inc. and the shares of NTL Incorporated's common stock,
par value $.01 per share, issuable upon conversion of the Convertible Notes.

The table on pages 46 through 47 of the Prospectus sets forth information with
respect to the Selling Security Holders (as defined in the Prospectus) and the
respective amounts of Convertible Notes beneficially owned by each Selling
Security Holder that may be offered pursuant to the Prospectus. This Prospectus
Supplement amends that table by adding the following Selling Security Holders,
or to the extent such persons are already named as Selling Security Holders, by
amending the respective amounts of Convertible Notes beneficially owned.


<TABLE>
<CAPTION>
                                        PRINCIPAL            PERCENT OF              COMMON
                                        AMOUNT OF               TOTAL              STOCK OWNED               COMMON
                                       CONVERTIBLE            PRINCIPAL              PRIOR TO             STOCK TO BE
      SELLING SECURITY                    NOTES               AMOUNT OF              ORIGINAL            REGISTERED BY
          HOLDERS                          ($)               OUTSTANDING             OFFERING            THE PROSPECTUS
-----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>                    <C>               <C>

Anima S.G.R.p.A.
Rubrica-Anima
Convertibile                          1,000,000                    *                     -                 9,243.5

Anita T. Pagliaro                       100,000                    *                     -                   924.35

Carl Von Bernuth                        400,000                    *                     -                 3,697.4

Fidelity Management Trust
Company on its behalf and
for accounts managed by it              340,000                    *                     -                 3,142.79

Jean Von Bernuth
Thompson                                100,000                    *                     -                   924.35

Morgan Stanley Dean
Witter                                1,300,000                    *                     -                12,016.55
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

*  Less than one percent

The Prospectus, together with Prospectus Supplement No. 1, Prospectus Supplement
No. 2, Prospectus Supplement No. 3, Prospectus Supplement No. 4, Prospectus
Supplement No. 5, Prospectus Supplement No. 6, Prospectus Supplement No. 7,
Prospectus Supplement No. 8, Prospectus Supplement No. 9, Prospectus Supplement
No. 10, Prospectus Supplement No. 11, Prospectus Supplement No. 12, Prospectus
Supplement No. 13, Prospectus Supplement No. 14 and this Prospectus Supplement
No. 15 constitutes the prospectus required to be delivered by Section 5(b) of
the Securities Act of 1933, as amended, with respect to offers and sales of the
Convertible Notes and the Common Stock issuable upon conversion of the
Convertible Notes.

Prospective investors should carefully consider matters discussed under the
caption "Risk Factors" beginning on page 4 of the Prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus Supplement No. 15 is January 19, 2001.




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