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%
Convertible Subordinated Notes Due 2008.
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 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 supplements and amends
the Prospectus dated September 20, 1996 (the
"Prospectus") relating to the 7% Convertible Subordinated
Notes Due 2008 (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 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, 13, 22, 31,
44 and 61 of that table with the corresponding items set
forth below and (ii) adding items 62 through 70 set forth
below to that table.
Selling Holder Principal Amount
of Convertible Notes
"1. Donaldson Lufkin & Jenrette Securities . $2,930,000
13. Gem Capital Management, Inc. for
Pitney Bowes Retirement Fund . . . . . . $4,750,000
22. Gem Capital Management, Inc. for
Xerox Profit Sharing Trust . . . . . . . $2,400,000
31. Gem Capital Management, Inc. for Golden
Rule Insurance Company . . . . . . . . $1,000,000
44. Gem Capital Management, Inc. for Colgate
Palmolive Retirement Trust . . . . . . $575,000
61. KA Trading L.P. . . . . . . . . . . . . $1,845,000
62. Gem Capital Management, Inc. for the
Mount Sinai School of Medicine . . . . . $600,000
63. KA Management Limited . . . . . . . . . . $655,500
64. Fidelity Fixed-Income Trust: Spartan
High Income Fund . . . . . . . . . . . . $2,890,000
65. Fidelity Management Trust Company for
accounts it manages . . . . . . . . . . . $180,000
66. Offshore Strategies Ltd. . . . . . . . . . $500,000
67. Salomon Brothers . . . . . . . . . . . . $11,350,000
68. Laterman Stategies: 90s LLC . . . . . . . $300,000
69. Laterman & Co. LP . . . . . . . . . . . . $200,000
70. Any other holder of Convertible Notes or
future transferee from such holder . . . .$8,488,400
Total . . . . . . . . . . . . . . . . $275,000,000"
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 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 is April 15, 1997.
