PROSPECTUS SUPPLEMENT NO. 3 Filed pursuant to
(To Prospectus dated Rule 424(b)(3)
September 20, 1996) Registration No. 333-07879
$275,000,000
NTL Incorporated
7% Convertible Subordinated Notes Due 2008
This Prospectus Supplement No. 3 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 replacing items 1 and
71 of that table with the corresponding items set forth below.
Selling Holder Principal Amount
of Convertible Notes
"1. Donaldson Lufkin & Jenrette
Securities . . . . . . . . . . . . . . . . $ 39,684,000
71. Any other holder of Convertible
Notes or future transferee from
such holder . . . . . . . . . . . . . . . $ 49,354,500
Total . . . . . . . . . . . . . . . . . . $275,000,000"
The Prospectus, together with this Prospectus Supplement No.
3, 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. 3 is October 24, 1997.
