NTL INC /DE/
8-K, 1997-09-26
CABLE & OTHER PAY TELEVISION SERVICES
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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) SEPTEMBER 25, 1997

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


         Delaware              0-22616             52-1822078
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     (State or Other         (Commission          (IRS Employer
     Jurisdiction of         File Number)       Identification No.)
     Incorporation)


     110 East 59th Street, New York, New York          10022
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     (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 5.   Other Events.

        A.   On September 25, 1997, NTL Incorporated (formerly
   International CableTel Incorporated (the "Company")) announced
   that in response to articles appearing in the British press, NTL
   Incorporated (NASDAQ:NTLI; EASDAQ:NTLI.ED) reiterated its
   statement in its press release dated August 4, 1997 that in
   keeping with its policy it would not comment on any talks with
   Telewest plc or any other telephony cable provider in the UK.

        A copy of the press release issued by the Company announcing
   the above is attached hereto as an exhibit and incorporated
   herein by reference.

        B.   In an unrelated matter, on September 19, 1997, the U.S.
   District Court for the Southern District of New York granted Le
   Groupe Videotron Lte ("GVL") and its wholly-owned subsidiary's
   motion to dismiss the Company's complaint seeking damages of not
   less than $84 million.  The complaint arises out of the Company's
   claim that GVL was unjustly enriched by actions it took in its
   dealing with the Company in connection with GVL's sale of its
   ownership interest in Videotron Holdings plc.  The Company is
   reviewing the decision in formulating its appeal to the United
   States Court of Appeals.

   Item 7.   Financial Statements and Exhibits

             Exhibits

             99   Press Release issued September 25, 1997.



<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 thereunto duly authorized.



                                   NTL INCORPORATED
                                     (Registrant)




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


   Dated: September 25, 1997
<PAGE>
                                
                                
                               EXHIBIT INDEX



   Exhibit                                                     Page


   99        Press Release issued September 25, 1997.





                                                           EXHIBIT 99


                             PRESS RELEASE



       NTL EXPRESSES NO COMMENT ON ARTICLES IN THE BRITISH PRESS
                        CONCERNING TELEWEST plc



        New York, NY; Farnborough, Hampshire (September 25, 1997) --
   In response to articles appearing today in the British press, NTL
   Incorporated (NASDAQ:NTLI; EASDAQ:NTLI.ED) reiterated its
   statement in its press release dated August 4, 1997 that in
   keeping with its policy it would not comment on any talks with
   Telewest plc or any other telephony cable provider in the UK.






   Contact: NY--John Gregg or Richard J. Lubasch, (212) 906-8440;
            UK-Alison Smith, 01252-402-662




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