NTL INC/DE/
8-K, 2000-08-10
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                          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)  AUGUST 4, 2000
                                                       ----------------


                                NTL INCORPORATED
               -------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


Delaware                         0-30673                       13-4105887
-------------------------------------------------------------------------------
(State or Other                (Commission                 (IRS Employer
 Jurisdiction of                 File Number)               Identification No.)
   Incorporation)



110 East 59th Street, 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)


<PAGE>

Item 2.    Acquisition or Disposition of Assets
-------    -------------------------------------

     On  August  7,  2000,  NTL  Incorporated  announced  that it had  signed an
agreement in  partnership  with Morgan Stanley Dean Witter Private Equity to buy
France Telecom's 49.9% stake in Noos, France's leading broadband company.

Item 5.    Other Events.
-------    -------------

     On August 7, 2000, NTL Incorporated  annouced that its Australian  Division
will  build a  carrier-grade  telecommunications  network  on the east  coast of
Australia in partnership with WIN Television and Southern Cross Broadcasting.

     Copies of the press releases  relating to the events are attached hereto as
exhibits and incorporated herein by reference.

Item 7.    Financial Statements and Exhibits
-------    ---------------------------------
                  Exhibits

99.1       Press release, issued August 7, 2000

99.2       Press release, issued August 7, 2000


<PAGE>

                                   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
                                              (Registrant)


                                              By: /s/  Richard J. Lubasch
                                              ---------------------------------
                                              Name:    Richard J. Lubasch
                                              Title:   Executive Vice President-
                                                        General Counsel


Dated: August 9, 2000
<PAGE>

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


Exhibit                                                                   Page
-------                                                                   -----

99.1     Press release, issued August 7, 2000

99.2     Press release, issued August 7, 2000




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