PROSPECTUS SUPPLEMENT NO. 2 Filed pursuant to
(To Prospectus dated September 20, 1996) Rule 424(b)(3)
Registration No. 333-07879
$275,000,000
NTL Incorporated
7% Convertible Subordinated Notes Due 2008
This Prospectus Supplement No. 2 supplements and amends the
Prospectus dated September 20, 1996, as amended and supplemented by the
Prospectus Supplement dated April 15, 1997 (the "Prospectus"), relating to
the 7% Convertible Subordinated Notes Due 2008 (the "Convertible Notes") of
NTL Incorporated (formerly known as International CableTel Incorporated)
(the "Company") and the shares of the Company's common stock, par value
$.01 per share ("Common Stock"), issuable upon conversion of the
Convertible Notes.
The table on pages 68 and 69 of the Prospectus sets forth
information with respect to the Selling Holders (as defined in the
Prospectus) and the respective amounts of Convertible Notes beneficially
owned by each Selling Holder that may be offered pursuant to the Prospectus
(as supplemented and amended). This Prospectus Supplement amends that table
by (i) replacing items 1 and 70 of that table with the corresponding items
set forth below and (ii) adding item 71 set forth below to that table.
Selling Holder Principal Amount
of Convertible Notes
"1. Donaldson Lufkin & Jenrette Securities................$ 3,650,000
70. BT Securities Corporation.............................$ 1,225,000
71. Any other holder of Convertible Notes or
future transferee from such holder..................$ 6,543,400
Total ................................................$275,000,000"
The Prospectus, together with this Prospectus Supplement No. 2, 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 10 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. 2 is May 23, 1997.
