8-K

UNITED STATES

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): April 9, 2008

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

Delaware	File No. 000-50886	59-3778427
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

909 Third Avenue, Suite 2863, New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 906-8440

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01             Other Events

On April 9, 2008, Virgin Media Inc. (the “Company”) announced its intention to offer, subject to market and other conditions, approximately $1bn principal amount of Convertible Senior Notes due 2016 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes will be convertible under certain circumstances into shares of the Company’s common stock, cash or a combination of shares and cash, at the Company’s election. The interest rate, conversion price and other terms of the notes will be determined by negotiations between the Company and the initial purchasers of the notes. The Company also expects to grant the initial purchasers an option to purchase up to $150m of additional notes.

The Company intends to use the net proceeds from the offering combined with existing cash reserves to prepay a portion of its outstanding “A” and “B” loans under its senior credit facilities. It is anticipated that the Company will voluntarily prepay approximately £261m of the “A” tranche that is currently scheduled for payment in September 2009, and approximately £243m of the “B” tranche that is currently scheduled for repayment in September 2012.

A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01             Financial Statements and Exhibits

(d)             Exhibits

99.1          Press release dated April 9, 2008 issued by Virgin Media Inc.

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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.

Dated: April 9, 2008	VIRGIN MEDIA INC.
	By:	/s/ Bryan H. Hall
		Bryan H. Hall
		Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated April 9, 2008 issued by Virgin Media Inc.

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EX-99.1

Exhibit 99.1

Virgin Media to offer $1bn Convertible Senior Notes Due 2016 to repay a portion of senior credit facilities

LONDON, April 9, 2008 - Virgin Media Inc. (NASDAQ: VMED), a leading UK entertainment and communications business, announced its intention to offer, subject to market and other conditions, approximately $1bn principal amount of Convertible Senior Notes due 2016 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes will be convertible under certain circumstances into shares of Virgin Media common stock, cash or a combination of shares and cash, at the company’s election. The interest rate, conversion price and other terms of the notes will be determined by negotiations between Virgin Media and the initial purchasers of the notes. Virgin Media also expects to grant the initial purchasers an option to purchase up to $150m of additional notes.

Virgin Media intends to use the net proceeds from the offering combined with existing cash reserves to prepay a portion of its outstanding “A” and “B” loans under its senior credit facilities. It is anticipated that Virgin Media will voluntarily prepay approximately £261m of the “A” tranche that is currently scheduled for payment in September 2009, and approximately £243m of the “B” tranche that is currently scheduled for repayment in September 2012.

This announcement is neither an offer to sell nor a solicitation to buy any of the securities described herein and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes and the common stock issuable on conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and are being offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the notes and common stock issuable on conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Virgin Media cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Virgin Media’s results to differ materially from historical results or those expressed or implied by such forward-looking statements.  There can be no assurance that the transactions contemplated in this announcement will be completed.  Virgin Media assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

Investor Relations contacts:

Richard Williams	+44 (0) 20 7299 5479 / richard.williams@virginmedia.co.uk
Vani Bassi	+44 (0) 20 7299 5353 / vani.bassi@virginmedia.co.uk

Media contacts:

M Communications:
James Hill	0207 153 1559
Georgina Briscoe	0207 153 1548
Nick Miles	0207 153 1535