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)  MAY 24, 2001
                                                       ----------------


                             NTL COMMUNICATIONS CORP.
               -------------------------------------------------
               (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 May 24, 2001, NTL Incorporated, the  public parent company of NTL
Communications Corp., announced it signed a Strategic Outsourcing Deal with IBM
which covers the provision of Information Technology (IT) services for NTL
across the UK and Ireland.


99.1       Press release, issued May 24, 2001




                                   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 hereunto duly authorized.


                                              NTL INCORPORATED
                                              (Registrant)


                                              By: /s/  Richard J. Lubasch
                                              ---------------------------------
                                              Name:    Richard J. Lubasch
                                              Title:   Executive Vice President-
                                                        General Counsel


Dated: May 24, 2001


                                  EXHIBIT INDEX
                                  -------------

Exhibit                                                                   Page
- -------                                                                   -----

99.1     Press release, issued May 24, 2001



                                                                    Exhibit 99.1
[NTL Logo]

For Immediate Release                                             May 24, 2001

NTL SIGNS STRATEGIC OUTSOURCING DEAL WITH IBM

* Contract for IT outsourcing alliance signed today
* Projected savings in excess of US $450m over the life of the contract
* Faster track for converged and advanced, Internet-enabled systems
* Significant productivity and competitive advantages going forward
* All affected NTL associates to be offered employment by IBM

London (May 24, 2001) - NTL Incorporated (NYSE: NLI; Nasdaq Europe:  NTLI),
the UK's leading broadband  communications company,  announced today that it has
awarded a major new strategic  outsourcing  contract to IBM, the world's leading
information technology and services company. The agreement, signed today, covers
the provision of Information  Technology (IT) services for NTL across the UK and
Ireland.

The  strategic  alliance  will generate  significant  competitive  edge and
increased  stakeholder  value for NTL through the  delivery of  state-of-the-art
technology,  a menu of  support  services  and  significant  cost  savings.  The
agreement  reached  today has a potential  value in excess of US $2 billion over
its term.

NTL and IBM have adopted an innovative menu-driven approach to all services
to be rendered,  with prices regularly  benchmarked against best-in-class peers.
This  structure is  projected to generate  savings for NTL in excess of US $450m
over the life of the  agreement,  and will  allow  NTL to size its IT needs  and
resources  dynamically to generate further savings and/or competitive  advantage
over time.

With  immediate  effect,  483 IT  staff  will  transfer  from NTL to IBM to
coincide with the start of the service.

Under the proposed agreement, IBM will provide IT services for all of NTL's
operations in the UK and Ireland until 2012. However, NTL retains control of its
IT  activities  which are  fundamental  to its  competitive  advantage.  Stephen
Carter, Managing Director, NTL UK and Ireland, said: "This significant agreement
is more  good  news for NTL  stakeholders.  It frees us from the  day-to-day  IT
demands  so that  we can  focus  on  delivering  great  service  and  innovative
communications  solutions for our customers,  while remaining confident that our
non-core IT requirements are in the hands of experts."

Tony Cronin, Vice President,  IBM Strategic Outsourcing,  said: "This is an
exciting  alliance  which  will  help  NTL  accelerate  the  integration  of the
companies  it has  acquired  over the last 18 months.  We will  provide NTL with
robust and reliable IT systems to support its fast growing business. At the same
time we will  help  them  gain real  competitive  advantage  through  capability
enhancement, efficiency improvements, standardisation and cost reduction."

Today's  agreement  follows the signing of the Memorandum of Understanding,
announced on January 11, 2001.

                                    - Ends -


For more information contact

In the US:

Investor Relations:
John F. Gregg, Senior Vice President - Chief Financial Officer
Bret Richter, Vice President - Corporate Finance and Development
Tamar Gerber, Investor Relations
Tel: (001) 212 906 8440, or via e-mail at investor_relations@ntli.com

The Abernathy MacGregor Group  - Winnie Lerner, (001) 212 371 5999

In the UK:

Media:
Alison Kirkwood, Media Relations, +44 (0)1256 752 662
Malcolm Padley, Media Relations, +44 (0)1256 753408 / 07788 978199
Nicola Mitchell, Media Relations, +44 (0)1256 753 719 / 07900 678 257

Buchanan Communications - Richard Oldworth, Mark Edwards or Jeremy Garcia
Tel: +44 (0)20 7466 5000

Investor Relations:
Virginia McMullan, +44 (0)207 909 2144, or via e-mail at
investorrelations@ntl.com
Tel: (001) 212 371 5999


For IBM Media Relations
In US: Nancy Kaplan T:  00 1 914 766 4265 M: 00 1 914 843 4029
In EMEA: Ian Colley T: 00 33 141 88 5994 M: 00 33 672 742 362
In UK: Lorna Campbell T: 44 (0) 1844 338 145 M: 44 (0) 7836 625 999
     Bill Mew T: 44 (0)207 202 5769 M: 44 (0) 780 824 7932




More on NTL

     * NTL offers a wide range of communications  services to homes and business
customers throughout the UK, Ireland,  Switzerland,  France, Germany and Sweden.
Over 20 million  homes are  located  within  the NTL's  group  franchise  areas,
covering major European  cities  including  London,  Paris,  Frankfurt,  Zurich,
Stockholm,  Geneva,  Dublin,  Manchester  and  Glasgow.  NTL and its  affiliates
collectively  serve over 8.4 million  residential  cable  telephony and Internet
customers,  including  approximately  1.5 million off-net Internet and telephony
customers.

     * In the UK, over 11 million  homes are located  within  NTL's  fibre-optic
broadband  network,  which  covers  nearly  50%  of the  UK  including,  London,
Manchester, Nottingham, Oxford, Cambridge, Cardiff, Glasgow and Belfast. NTL now
serves  over 2.8  million  on-net  residential,  cable  telephony  and  Internet
customers  and   approximately   1.5  million  off-net  Internet  and  telephony
customers, across the UK.

     * NTL has over  76,000  UK  business  customers,  including  Royal  Bank of
Scotland,  Comet, AT&T and Orange.  NTL offers a broad range of technologies and
resources to provide complete multi-service  solutions for businesses from large
corporations to local companies.

     * NTL has a 40-year  history in  Broadcast  TV and radio  transmission  and
helped pioneer the  technologies of the digital age. 22 million homes watch ITV,
C4 and C5 thanks to NTL's broadcast transmitters.

More on IBM

     * IBM is the world's largest information  technology company, with 80 years
of  leadership  in  helping  businesses  innovate.  IBM  offers a wide  range of
services,  solutions  and  technologies  that  enable  companies  to  take  full
advantage  of the new era of  e-business.  IBM Global  Services  is the  world's
largest   information   technology   services  provider,   with  nearly  150,000
professionals  serving  customers in 160 countries and an annual revenue of more
than $33 billion (2000).

     * IBM Global  Services  integrates  IBM's  broad  range of  capabilities  -
services,  hardware,  software  and  research - to help  companies  of all sizes
realise the full value of information  technology.  For more information,  visit
www.ibm.com/services.