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
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                              NTL (DELAWARE), INC.
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               (Exact Name of Registrant as Specified in Charter)


Delaware                         0-25691                      13-4051921
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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 (Delaware),  Inc. completed a transaction whereby
it acquired the entire issued share capital of NTL (CWC  Holdings)  Limited from
its parent company NTL  Incorporated 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 an indirect subsidiary of NTL (Delaware), Inc.

     NTL (Delaware),  Inc. 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
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     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 (DELAWARE), INC.
                                              (Registrant)


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


Dated: March 7, 2001