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)  MAY 29, 1998
                                                 --------------  

                                NTL INCORPORATED
               --------------------------------------------------
               (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)





Item 5. Other Events.
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     On May 29,  1998,  NTL  Incorporated  ("NTL")  announced  that it had filed
confidential  preliminary  proxy  materials  with the  Securities  and  Exchange
Commission,  and had  entered  into an  amendment  to its  previously  announced
Amalgamation Agreement with Comcast UK Cable Partners Ltd. Under this amendment,
the August 4, 1998 end-date, which is the date by which either NTL or Comcast UK
may  terminate  the agreement if the  transaction  has not yet closed,  has been
extended until October 5, 1998.

     A  copy  of  the  press  release  issued  by  the  Company  regarding  this
announcement  is  attached  hereto  as an  exhibit  and  incorporated  herein by
reference.

Item 7. Financial Statements and Exhibits
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        Exhibits

   99   Press Release issued May 29, 1998.









                                   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 INCORPORATED
                                           (Registrant)


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


Dated: June 1, 1998






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


Exhibit                                                              Page
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99     Press Release issued May 29, 1998.