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) February 21, 2001
                                                       -------------------


                             NTL COMMUNICATIONS CORP.
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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 2.    Acquisition of Disposition of Assets.
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     On February 21, 2001,  NTL  Communications  Corp.  completed a  transaction
whereby  it  acquired  the entire  issued  share  capital of NTL (CWC  Holdings)
Limited from its ultimate parent company NTL  Incorporated and the entire issued
share  capital of NTL  Business  Limited  from its  direct  parent  company  NTL
(Delaware),  Inc. in exchange  for shares of its common  stock.  As part of this
transaction,  NTL's 2.5 billion (pounds sterling) credit facility was novated to
a subsidiary of NTL Communications Corp.

     NTL  Communications  Corp.  will  file  with the  Securities  and  Exchange
Commission the financial statements required under Item 7(a) to Form 8-K and the
pro forma financial  information required under Item 7(b) to Form 8-K within the
time period permitted by Item 7(a)(4) to Form 8-K for filing such information.



                                   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 COMMUNICATIONS CORP.
                                        (Registrant)


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


Dated: March 7, 2001