UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 12B-25/A

                              AMENDMENT NO. 1

                        NOTIFICATION OF LATE FILING

                                             Commission File Number:  001-22616

(Check One):
[ ] Form 10-K  [ ] Form 11-K  [ ] Form 20-F  [X] Form 10-Q  [ ] Form N-SAR
      For Period Ended:   March 31, 2002
                             _________________

      [ ] Transition Report on Form 10-K
      [ ] Transition Report on Form 20-F
      [ ] Transition Report on Form 11-K
      [ ] Transition Report on Form 10-Q
      [ ] Transition Report on Form N-SAR
      For the Transition Period Ended: _______________________________________


         NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE
COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

                             _________________

If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

                             _________________

                      PART I -- REGISTRANT INFORMATION

Full Name of Registrant:  NTL COMMUNICATIONS CORP.

Former Name if Applicable: _________________________

Address of Principal Executive Office (Street and Number)
110 EAST 59TH STREET
NEW YORK, NY 10022
City, State and Zip Code

                     PART II -- RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

[X]         (a) The reasons described in reasonable detail in Part III of
            this form could not be eliminated without unreasonable effort
            or expense;

[ ]         (b) The subject quarterly report on Form 10-Q will be filed on
            or before the fifth calendar day following the prescribed due
            date; and

[ ]         (c) The accountant's statement or other exhibit required by
            Rule 12b-25(c) has been attached if applicable.

                           PART III -- NARRATIVE

State below in reasonable detail the reasons why the Form 10-Q could not be
filed within the prescribed time period.

On May 8, 2002, NTL Incorporated, the ultimate parent of NTL Communications
Corp., announced that NTL Incorporated, and certain of its subsidiaries,
namely, NTL (Delaware), Inc., NTL Communications Corp., Communications
Cable Funding Corp., Diamond Cable Communications Limited and Diamond
Holdings Limited had filed in the Southern District Court of New York
voluntary petitions for a previously announced "prearranged" joint plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code to convert
$10.6 billion of publicly traded debt into equity of two reorganized
companies. In connection with the preparation and filing of the Chapter 11
cases of these NTL companies, the full resources of NTL Communications
Corp. and its auditors have been severely strained. As a result, it has not
been possible to complete the necessary work in time for filing the Form
10-Q by May 15, 2002 without unreasonable effort or expense.

                        PART IV -- OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification

      Richard J. Lubasch                       (212)         906-8440
      (Name)                                (Area Code)  (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of
      the Securities Exchange Act of 1934 or Section 30 of the Investment
      Company Act of 1940 during the preceding 12 months or for such
      shorter period that the registrant was required to file such
      report(s) been filed? If the answer is no, identify report(s).
      [X] Yes     [ ] No

 (3)  Is it anticipated that any significant change in results of
      operations from the corresponding period for the last fiscal year
      will be reflected by the earnings statements to be included in the
      subject report or portion thereof?

      [ ] Yes    [X] No


                              NTL COMMUNICATIONS CORP.

                (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: May 16, 2002                          By:  /s/ Gregg Gorelick
                                                 ---------------------------
                                                 Gregg Gorelick
                                                 Vice President - Controller


INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrat by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.


                                 ATTENTION

            Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).