BACKGROUND: The UK government introduced social distancing measures between 16-22 March 2020, aiming to slow down transmission of COVID-19. AIM: To explore the spreading of COVID-19 in relation to population density after the introduction of social distancing measures. DESIGN & SETTING: Longitudinal design with 5-weekly COVID-19 incidence rates per 100 000 people for 149 English Upper Tier Local Authorities (UTLAs), between 16 March and 19 April 2020. METHOD: Multivariable multilevel model to analyse weekly incidence rates per 100 000 people; time was level-1 unit and UTLA level-2 unit. Population density was divided into quartiles. The model included an interaction between week and population density. Potential confounders were percentage aged >/=65, percentage non-white British, and percentage in two highest classes of the National Statistics Socioeconomic Classification. Co-variates were male life expectancy at birth, and COVID-19 prevalence rate per 100 000 people on March 15. Confounders and co-variates were standardised around the mean. RESULTS: Incidence rates per 100 000 people peaked in the week of March 30-April 5, showing higher adjusted incidence rate per 100 000 people (46.2; 95% confidence interval [CI] = 40.6 to 51.8) in most densely populated ULTAs (quartile 4) than in less densely populated ULTAs (quartile 1: 33.3, 95% CI = 27.4 to 37.2; quartile 2: 35.9, 95% CI = 31.6 to 40.1). Thereafter, incidence rate dropped in the most densely populated ULTAs resulting in rate of 22.4 (95% CI = 16.9 to 28.0) in the week of April 13-19; this was lower than in quartiles 1, 2, and 3, respectively 31.4 (95% CI = 26.5 to 36.3), 34.2 (95% CI = 29.9 to 38.5), and 43.2 (95% CI = 39.0 to 47.4). CONCLUSION: After the introduction of social distancing measures, the incidence rates per 100 000 people dropped stronger in most densely populated ULTAs.