SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    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 21, 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
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          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




Item 5.   Other Events.
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     Effective  as of December 21, 1998,  NTL  Incorporated  ("NTL") has entered
into  Amendment  No.  1 to the  Share  Exchange  Agreement  among  NTL  and  the
shareholders of Diamond Cable  Communications plc under which the "End Date" for
the transaction has been extended from January 31, 1999 to April 30, 1999.

     A copy of Amendment No. 1 is attached hereto as an exhibit and incorporated
herein by reference.

Item 7.   Financial Statements and Exhibits
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          Exhibits

   99     Amendment No. 1 to Share Exchange Agreement, among NTL Incorporated
          and the shareholders of Diamond Communications plc




                                   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   Amendment No. 1 to Share Exchange Agreement, among NTL 
        Incorporated and the shareholders of Diamond Communications plc