Exhibit
10.38


INCENTIVE STOCK OPTION NOTICE 


Jacques Kerrest

c/o ntl House

Bartley Wood Business Park

Hook

Hampshire

RG27 9UP


This Option Notice
(the “Notice”) dated as of September 20,
2004 (the “Grant Date”) is being sent to you by NTL
Incorporated (including any successor company, the “Company”).  As you are presently serving as an employee
of NTL Incorporated or one of its Subsidiary Corporations, in recognition of
your services and pursuant to the Amended and Restated NTL 2004 Stock Incentive
Plan (the “Plan”), the Company has granted you the Option provided for in this
Notice. The Option is subject to the terms and conditions set forth in the
Plan, which is incorporated herein by reference, and defined terms used but not
defined in this Notice shall have the meaning set forth in the Plan.


1.  Grant of Option. 
The Company hereby irrevocably grants to you, as of the Grant Date, an
option to purchase up to 200,000 shares of the Company’s Common Stock at a
price of $60.27 per share (the “Option”). 
The Option is intended to qualify as an Incentive Stock Option under
U.S. tax laws and the Company will treat it as such to the extent permitted by
applicable law.


2.  Vesting. The Option shall vest with respect to
one-fifth (1/5th) of the shares covered thereby on September 20, 2005 and shall
vest with respect to an additional one-fifth (1/5th) of such shares on each
September 20 thereafter until fully vested, provided that you are employed by
the Company or one of its Subsidiary Corporations on each such vesting date.
Upon an Acceleration Event the Option, to the extent not yet vested, shall
become 100% vested.


3.  Exercise Period. Except as set forth in paragraph 2, the
Option shall stop vesting immediately upon the termination of your employment
and any portion of the Option that is not vested at the time of termination of
your employment shall immediately be forfeited and cancelled.  Your right to exercise that portion of the
Option that is vested at the time of your termination shall terminate on the
earlier of the following dates: (a) three months after the termination of your
employment other than for Cause; (b) one year after your termination resulting
from your retirement, disability or death; (c) the date on which your
employment is terminated for Cause; or (d) September 19, 2014.


4.  Manner of Exercise.  This Option may be
exercised by delivery to NTL Group Limited, Attn; Gill James, Deputy Company
Secretary at its office (Quadrant House, Thomas More Square, 17 Thomas More
Street, London E1W 1YE, England) of a notice in the form attached signed by the
person entitled to exercise the Option, specifying the number of shares which
such person wishes to purchase, together with a certified or bank check or cash
(or such other manner of payment as permitted by the Plan) for the aggregate
option price for that number of shares and any required withholding (including
a payment sufficient to indemnify the Company or any subsidiary of the Company
in full against any and all liability to account for any tax or duty payable
and arising by reason of the exercise of the Option).


5.  Transferability. 
Neither this Option nor any interest in this Option may be transferred
other than by will or the laws of descent or distribution, and this Option may
be exercised during your lifetime only by you or your guardian or legal
representative.


	
  

  	
  for and
  on behalf of

  
	
   

  	
  NTL
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
  /s/ Simon Duffy

  	
   

  
	
   

  	
  Simon Duffy

  
	
   

  	
  Chief Executive
  Officer