NTL COMMUNICATIONS CORP
8-K, 2000-10-03
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 28, 2000
                        --------------------------------

                            NTL COMMUNICATIONS CORP.
                 -----------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

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

110 East 59th Street, New York, New York                               10022
--------------------------------------------------------------------------------
(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)

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Item 5.        Other Events.
-------        -------------

     On September 28, 2000, NTL Communications Corp. issued a press
release announcing that it had priced an issue of $500,000,000 of Senior Notes
due 2010 (the "Notes"). The Notes have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), or any state securities laws,
and unless so registered, may not be offered or sold except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. A copy
of the press release is attached hereto as exhibit 99.1 and incorporated herein
by reference.






Item 7.        Financial Statements and Exhibits.
-------        ----------------------------------

               Exhibits

99.1           Press release, issued September 28, 2000








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<PAGE>   3
                                   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 COMMUNICATIONS CORP.
                                               (Registrant)

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

Dated: October 2, 2000








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                                  EXHIBIT INDEX
                                  -------------


Exhibit                                                                 Page
-------                                                                 ----
99.1      Press release, issued September 28, 2000







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