SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 Third Avenue
New York, New York 10022-3897
April 15, 1997
VIA EDGAR TRANSMISSION:
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington DC 20549
Attention: Filing Desk
Re: NTL Incorporated
Ladies and Gentleman:
Transmitted herewith for filing, pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, is a Prospectus Supplement dated April 15, 1997
of NTL Incorporated, a Delaware corporation (formerly
International CableTel Incorporated) (the "Company"),
relating to the Prospectus for the Company's 7-1/4%
Convertible Subordinated Notes Due 2005.
Please contact the undersigned at (212) 735-
4122 should you require additional information or have
any questions. Thank you.
Very truly yours,
/s/ Attila I. Bodi
Attila I. Bodi
PROSPECTUS SUPPLEMENT Filed pursuant to
(To Prospectus dated July 18, 1995) Rule 424(b)(3)
Registration No. 33-92792
$191,750,000
NTL Incorporated
7 1/4% Convertible Subordinated Notes Due 2005
This Prospectus Supplement supplements and amends the
Prospectus dated July 18, 1995 (the "Prospectus") relating to the
7 1/4% Convertible Subordinated Notes Due 2005 (the "Convertible
Notes") of NTL Incorporated (formerly 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 116 and 117 of the Prospectus, which 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 replacing item 64
of that table with the following:
Selling Holder Principal Amount
of Convertible Notes
"64. Kredeitbank Luxembourg S.A.
on behalf of sub-account
Willerfunds - Willer Telecom . . . . . . . . . . .$1,000,000
65. M.C. Convertible Fund Ltd. . . . . . . . . . . . . $500,000
66. Offshore Strategies Ltd. . . . . . . . . . . . . . $250,000
67. La Roche and Co., Bankers . . . . . . . . . . . . $500,000
68. Any other holder of Convertible Notes
or future transferee from any such holder . . . $28,160,000
Total . . . . . . . . . . . . . . . . . . . . $191,750,000"
The Prospectus, together with this Prospectus Supplement,
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. All
references in the Prospectus to "this Prospectus" are hereby
amended to read "this Prospectus (as supplemented and amended)."
Prospective investors should carefully consider matters discussed
under the caption "Risk Factors" beginning on page 12 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 is April 15, 1997.
