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)  MARCH 8, 1999
                                                  -------------

                                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.
- ------   ------------

     On  March  8,  1999,  NTL  Incorporated  (NASDAQ:  NTLI;  EASDAQ:  NTLI.ED)
announced that it had completed its acquisition of Diamond Cable  Communications
plc ("Diamond"). NTL acquired Diamond for approximately 13 million shares in the
transaction.

     In addition,  Robert Goad,  Chief Executive of Diamond,  will be elected to
NTL's Board of Directors and remain a principal of the combined company.

     A  copy  of  the  press  release  is  attached  hereto  as an  exhibit  and
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

         Exhibits

    99   Press release, issued March 8, 1999




                                   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: March 10, 1999



                                  EXHIBIT INDEX



   Exhibit                                                                Page

     99   Press release, issued March 8, 1999