EXHIBIT 99.2

FOR IMMEDIATE RELEASE



                     NTL INCORPORATED ANNOUNCES AMALGAMATION
                AGREEMENT WITH COMCAST UK CABLE PARTNERS LIMITED

                  COMCAST UK SHAREHOLDERS TO RECEIVE NTL SHARES


     New York, New York  (February 5, 1998) - NTL  Incorporated  (NASDAQ:  NTLI;
EASDAQ:  NTLI.ED) announced today that it had entered into an agreement and plan
of  amalgamation  (the  "Agreement")  with  Comcast  UK Cable  Partners  Limited
("Comcast UK").

     Under the Agreement,  Comcast UK shareholders will receive 0.3745 shares of
NTL Common Stock for each share of Comcast UK Common Stock. Based on yesterday's
closing price of NTL Common Stock,  the purchase  price is $11.98 per Comcast UK
share,  for a total equity value of  approximately  $600 million.  The Agreement
contains  provisions  such that if the purchase price per Comcast UK share falls
below $10.00, Comcast UK has the right to terminate the transaction,  subject to
NTL's right to adjust the exchange ratio such that Comcast UK shareholders would
receive $10.00 for each Comcast UK share. At September 30, 1997,  Comcast UK had
total  debt  of  approximately  $397  million,   which  is  expected  to  remain
outstanding.

     Commenting on the transaction, Barclay Knapp, President and Chief Executive
Officer, said: "This acquisition represents a significant step toward increasing
the  value  of  NTL  and   achieving  our  objective  of  becoming  the  premier
communications  company in the UK. It has always  been our  strategy to look for
acquisitions which are at attractive  values,  provide strategic benefits and do
not increase leverage, and this transaction achieves all of our objectives. With
the addition of Comcast UK's  approximately  1.6 million managed homes, NTL will
have a total of  approximately  3.8 million  managed  homes under  franchise and
increase  its local  presence by more than 75%.  The  addition  of Comcast  UK's
franchises  will also enable NTL to generate  operating  cost savings and extend
the benefits of our national telecoms network to more customers. The penetration
rates of NTL and Comcast UK are the  highest in the  industry  and the  combined
company will have more than 500,000  customers in total subscribing to more than
1,000,000  services.  We look forward to working  with  Comcast UK's  customers,
employees, and suppliers to build an outstanding communications company."

     Brian L. Roberts, President of Comcast Corporation, said, "While Comcast UK
has been a leading performer in the UK Cable and telephone  industries,  we have
determined  that long-term  success in this market will require greater size and
market  presence  than  Comcast  UK has in its asset  base.  After an  extensive
evaluation of strategic  alternatives,  we have concluded that our  shareholders
will be in the best  position to take  advantage of future growth in this market
by owning shares of NTL."



     Completion of the transaction is subject to customary  closing  conditions,
including  regulatory  approvals,  NTL and Comcast UK  shareholder  approval and
consents from their respective  bondholders.  Under certain  circumstances,  the
consideration  payable  to Comcast  shareholders  may be  adjusted  based on the
proceeds of the  potential  exercise  of certain  rights of first  refusal  with
respect to Comcast's interests in London and Birmingham.

     Comcast UK  operates  telephony/cable  networks  in the  United  Kingdom in
Cambridge  and  Teesside,  and has  interests in London  (50.0%  ownership)  and
Birmingham  (27.5%  ownership).  Comcast  UK has a total  of  approximately  1.1
million  equity  homes  under  franchise.   As  of  September  30,  1997,  on  a
proportionate basis Comcast UK had passed  approximately  660,000 homes, and had
approximately 210,000 residential telephony customers, 160,000 residential cable
television customers and 6,600 business telephony customers.

     NTL Incorporated is a leading alternative telecommunications company in the
United  Kingdom.  The Company offers local business and  residential  telephony,
residential cable television and Internet services over advanced broadband fiber
networks in six major franchise  areas in the UK. Through its national  telecoms
services  division,  the Company owns and operates one of only five  independent
national  telecoms  networks in the UK, and offers national  business  telecoms,
national and international carrier  telecommunications  services,  and satellite
and radio  communications  services.  The Company's  broadcast services division
operates a national broadcast  transmission network of more than 1,200 owned and
shared transmission sites, and offers digital and analog broadcast  transmission
services to major television and radio stations nationwide in the UK.




                                  * * * * * * *

For further information contact: In the U.S.: John F. Gregg, Managing Director -
Corporate Development,  Michael A. Peterson, Director - Corporate Development or
Richard J. Lubasch,  Senior Vice President - General  Counsel at (212) 906-8440;
in the UK: Bret Richter,  Director - Corporate Development at (0171) 227-8700 or
Alison  Smith,  Group  Communications  at  (01252)  402662;  or  via  e-mail  at
investor_relations@NTLI.com.