SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STENHAM ANTHONY

(Last)

(First)

(Middle)

C/O NTL INC.

160 GREAT PORTLAND STREET

(Street)

LONDON

W1W 5QA

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NTL INC [ NTLID ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Deputy Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/07/2006

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/03/2006		M		174,275	A	$0.02	181,100⁽²⁾	D
Common Stock	03/03/2006		F		69,660	D	$27.76	111,440	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)⁽¹⁾	$0.02	03/03/2006		M			174,275⁽³⁾	⁽⁴⁾	07/18/2014	Common Stock	174,275	$0	154,545	D

Explanation of Responses:

1. This Form 4 is being filed by the Reporting Person to correct the number of shares acquired upon exercise of the reported stock option. The Form 4 filed by the Reporting Person on March 7, 2006 reported an acquisition of 197,292 shares upon the reported exercise of the option. The correct number of acquired shares was 174,275. In addition, the number of shares withheld by the Issuer to satisfy tax liabilities in connection with the exercise has correspondingly been corrected.

2. On March 3, 2006, in connection with the consummation of the merger of NTL Incorporated with and into a subsidiary of the Issuer pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of December 14, 2005 (the "Merger"), the name of the Issuer was changed from Telewest Global, Inc. to NTL Incorporated ("New NTL") and the Reporting Person's prior holdings of common stock of the Issuer were converted into 6,825 shares of common stock of New NTL.

3. On March 3, 2006, in connection with the consummation of the Merger, this option was converted into an option to purchase 328,820 shares of common stock of New NTL at a per-share exercise price of $0.02.

4. The remaining portion of this option will become exercisable as to 65,764 shares in each of July 2006 and July 2007 and as to 23,017 shares in July 2008.

	/s/ Anthony Stenham	03/27/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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