As filed with the Securities and Exchange Commission on January 10, 2003

Registration Nos. 333-42792, 333-42792-01 and 333-42792-02

________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________

POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________

NTL INCORPORATED
NTL (DELAWARE), INC.
NTL COMMUNICATIONS CORP.

(Exact name of registrant as specified in its charter)

Delaware 4899 13-4105887
Delaware 4899 13-4051921
Delaware 4899 52-1822078
(State of other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code Number) Identification Number)

110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212) 906-8440

(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

COPIES TO:

RICHARD J. LUBASCH, ESQ. THOMAS H. KENNEDY, ESQ. ADRIAN J. S. DEITZ
EXECUTIVE VICE PRESIDENT, GENERAL SKADDEN, ARPS, SLATE, SKADDEN, ARPS, SLATE,
COUNSEL AND SECRETARY MEAGHER & FLOM LLP MEAGHER & FLOM LLP
NTL INCORPORATED FOUR TIMES SQUARE ONE CANADA SQUARE
110 EAST 59TH STREET NEW YORK, NEW YORK 10036 CANARY WHARF
NEW YORK, NEW YORK 10022 (212) 735-3000 LONDON E14 5DS
(212) 906-8440 ENGLAND
+44 20 7519-7000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________

Approximate date of commencement of
proposed sale to the public:
This Post-Effective Amendment No. 1 deregisters those 7% convertible
subordinated notes due 2008 and any shares of
common stock into which such notes are convertible
that remain unsold hereunder as of the date hereof

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
[ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

DEREGISTRATION OF SECURITIES

On February 12, 1999, NTL Incorporated, a Delaware corporation, filed
a registration statement on Form S-3 (File Nos. 333-72335 and 333-72335-01)
(the "Initial Registration Statement") for purposes of registering
$600,000,000 aggregate principal amount of its 7% convertible subordinated
notes due 2008 (the "Notes") and shares of its common stock, par value $0.01
per share (the "Conversion Shares"), issuable upon conversion of the Notes at
a rate of 16.3265 Conversion Shares per $1,000 principal amount of the Notes,
subject to adjustment.

On April 1, 1999, NTL Incorporated completed a corporate
restructuring to create a new holding company structure. The restructuring was
accomplished through a merger under section 251(g) of the Delaware General
Corporation Law. At the effective time of the merger, all stockholders of NTL
Incorporated became stockholders in the new holding company and NTL
Incorporated became a wholly-owned subsidiary of the new holding company. As a
result of the merger, all outstanding shares of NTL Incorporated were
converted into shares of the holding company with the same voting powers,
designations, preferences and rights, and the same qualifications,
restrictions, and limitations as the shares of NTL Incorporated previously
held by stockholders prior to the holding company merger. In connection with
the corporate restructuring, the indenture governing the Notes was amended to
provide that the new holding company would be co-obligor of the Notes. The new
holding company took the NTL Incorporated name and the old NTL Incorporated
was renamed NTL Communications Corp. NTL Incorporated and NTL Communications
Corp. filed Amendment No. 1 to the Initial Registration Statement May 13,
1999.

On May 18, 2000, NTL Incorporated completed a further corporate
restructuring to create a new holding company structure. The restructuring was
accomplished through a merger under section 251(g) of the Delaware General
Corporation Law. At the effective time of the merger, all stockholders of NTL
Incorporated became stockholders in the new holding company and NTL
Incorporated became a wholly-owned subsidiary of the new holding company. As a
result of the merger, all outstanding shares of NTL Incorporated were
converted into shares of the holding company with the same voting powers,
designations, preferences and rights, and the same qualifications,
restrictions, and limitations as the shares of NTL Incorporated previously
held by stockholders prior to the holding company merger. In connection with
the corporate restructuring, the indenture governing the Notes was amended to
provide that the new holding company would be co-obligor of the Notes. The new
holding company took the NTL Incorporated name and the old NTL Incorporated
was renamed NTL (Delaware), Inc. On June 3, 1999, NTL Incorporated and NTL
Communications Corp. filed Amendment No. 2 to the Initial Registration
Statement.

On August 1, 2000, NTL Incorporated, NTL (Delaware), Inc. and NTL
Communications Corp. (collectively, the "Registrants") filed a registration
statement on Form S-3 (File Nos. 333-42792, 333-42792-01 and 333-42792-02)
(the "Subsequent Registration Statement", and together with the Initial
Registration Statement, the "Registration Statement") that included a combined
prospectus pursuant to Rule 429 of the Securities Act of 1933 that related to
the Notes that were registered by the Initial Registration Statement as well
as the Subsequent Registration Statement for purposes of registering
$599,300,000 aggregate principal amount of the Notes and 15,288,263 Conversion
Shares. The Subsequent Registration Statement constituted a post-effective
amendment to the Initial Registration Statement. On August 30, 2000, the
Registrants filed an amendment to the Registration Statement reducing the
amount of securities registered thereunder to $167,603,000 aggregate principal
amount of the Notes and 4,275,586 Conversion Shares. Since that time and from
time to time, the Registrants have filed prospectus supplements on Form
424(b)(3) for the benefit of holders of Notes not previously included as a
"Selling Holder" under the Registration Statement.

On May 8, 2002, NTL Incorporated and certain subsidiaries, including
NTL (Delaware), Inc. and NTL Communications Corp., filed a voluntary petition
for a pre-arranged joint reorganization plan under Chapter 11 of the U.S.
Bankruptcy Code. On July 15, 2002, NTL Incorporated filed an amended
disclosure statement and a second amended joint reorganization plan with the
Bankruptcy Court (the "Plan"). On September 5, 2002, following further
modifications, the Bankruptcy Court entered an order confirming the Plan,
pursuant to which a substantial portion of the debt of NTL Incorporated and
its debtor subsidiaries, including the Notes, would be discharged on the
effective date of the Plan. Accordingly, this Post-Effective Amendment No. 1
on Form S-1 to the Registration Statement is being filed to deregister, as of
the date hereof, all of the Notes and Conversion Shares that remain unsold and
unissued under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on
January 10, 2003.

NTL INCORPORATED

By: /s/ RICHARD J. LUBASCH

...................................
Richard J. Lubasch
Executive Vice President -
General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-1 to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.

Signature Title Date
- --------- ----- ----

/s/ GEORGE S. BLUMENTHAL* Chairman of the Board, and January 10, 2003
- ------------------------------ Treasurer and Director
George S. Blumenthal

/s/ BARCLAY KNAPP* President, Chief Executive
- ------------------------------ Officer and Director January 10, 2003
Barclay Knapp

/s/ JOHN F. GREGG* Senior Vice President, Chief
- ------------------------------ Financial Officer January 10, 2003
John F. Gregg

/s/ GREGG N. GORELICK* Vice President - Controller January 10, 2003
- ------------------------------
Gregg N. Gorelick

/s/ ROBERT T. GOAD* Director January 10, 2003
- ------------------------------
Robert T. Goad

/s/ BERNARD IZERABLE* Director January 10, 2003
- ------------------------------
Bernard Izerable

/s/ ALAN J. PATRICOF* Director January 10, 2003
- ------------------------------
Alan J. Patricof

/s/ WARREN POTASH* Director January 10, 2003
- ------------------------------
Warren Potash

- ------------------------------ Director
Jean-Louis Vinciguerra

/s/ MICHAEL S. WILLNER* Director January 10, 2003
- ------------------------------
Michael S. Willner

Director
- ------------------------------
Eric Bouvier

* By /s/ RICHARD J. LUBASCH
--------------------------------
Richard J. Lubasch
Attorney-in-Fact

SIGNATURES

NTL COMMUNICATIONS CORP.

By: /s/ RICHARD J. LUBASCH

...................................
Richard J. Lubasch
Executive Vice President -
General Counsel and Secretary

Signature Title Date