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)  DECEMBER 22, 1998
                                                  -----------------

                                NTL INCORPORATED
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               (Exact Name of Registrant as Specified in Charter)


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


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

     On December  22,  1998,  NTL  Incorporated  ("NTL")  announced  that it had
acquired  Eastern Group  Telecoms  ("EGT") from Eastern Group plc for 91 million
pounds sterling.

     EGT  comprises two business  divisions.  The telecoms  division  utilizes a
1,800km SDH  fibre-optic  network across the SouthEast and East of England.  The
radio sites division,  consisting of 121 radio masts across East Anglia,  serves
the UK's major mobile phone network operators.

     EGT has headquarters in Ipswich and has 54 employees. EGT will operate as a
wholly owned subsidiary of NTL. Under the terms of the acquisition, NTL has paid
60 million pounds  sterling in cash and 31 million pounds  sterling in a new NTL
preferred stock which is redeemable for common stock or cash.

     A copy of the press  release  referred  to above 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 December 22, 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: December 22, 1998



                                  EXHIBIT INDEX



Exhibit                                                                 Page

  99      Press release issued December 22, 1998