EXHIBIT 10.12



                                NTL INCORPORATED

                                  June 5, 2001


Jean-Louis Vinciguerra
France Telecom S.A.
6 Place d'Alleray
Paris 75575

         Amendment of US$1.85bn 5% Cumulative Preferred Stock, Series A
   of NTL Incorporated issued on March 27, 2000 (together with all additional
        shares of such stock, if any, issued as dividends on such stock)
                            (the "EuroTel Preferred")

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Dear Jean-Louis:


Further to our discussion, I am writing to confirm our agreement on behalf of
NTL Incorporated ("NTL") and France Telecom S.A. ("FT") on certain amendments to
the EuroTel Preferred.

FT and NTL agree that the Certificate of Designation of the EuroTel Preferred
relating to all and any shares of EuroTel Preferred issued prior to the date
hereof and to be issued in the future) (the "Certificate of Designation") shall
be amended (such amendment, the "Amendment"), subject to obtaining the required
consents of all of the holders of EuroTel Preferred, such that:

1.   the definition of "EuroTel" shall be amended so as to refer to NTL Cablecom
     Holding GmbH (the Swiss holding company of the Cablecom group of companies
     acquired by NTL on March 30, 2000) or such other holding company of such
     group as NTL and the holders of the EuroTel Preferred from time to time may
     unanimously agree;

2.   with effect from March 27, 2002, dividends on the then outstanding shares
     of EuroTel Preferred shall accrue quarterly at the rate of 7.9% per annum;

3.   with effect from March 27, 2003, dividends on the then outstanding shares
     of EuroTel Preferred shall accrue quarterly at the rate of 9.9% per annum;

4.   with effect from the earliest of the dates set forth in clauses (i), (ii)
     or (iii) below (the actual time when the shares of EuroTel Preferred
     actually become convertible in accordance with clauses (i), (ii) or (iii)
     below, being the "Convertibility Date"), all shares of EuroTel Preferred
     then issued and outstanding shall become convertible, at the option of FT,
     in whole or in part, into such number of shares of common stock of NTL as
     shall equal (A) $1,000 divided by (1) the volume-weighted average of the
     Current Market Prices (as defined in the Certificate of Designation) of
     common stock of NTL for the 25 Trading Days (as defined in the Certificate
     of Designation) preceding the Convertibility Date (the "Convertibility Base
     Price") multiplied by (2) 1.25. The Convertibility Date shall be:

<PAGE>

     (i)  March 27, 2002, unless NTL delivers to FT within five business days
          prior to such date a written notice stating that it chooses to delay
          convertibility of EuroTel Preferred until March 27, 2003 or redeems on
          March 27, 2002 all issued and outstanding shares of EuroTel Preferred
          at the Redemption Price (as defined in the Certificate of
          Designation), payable in cash, together with accrued and unpaid
          dividends thereon, including pursuant to paragraph 12(c) thereof;

     (ii) March 27, 2003, unless NTL delivers to FT within five business days
          prior to such date a written notice stating that it chooses to delay
          convertibility of EuroTel Preferred until March 27, 2004 or redeems on
          March 27, 2003 all issued and outstanding shares of EuroTel Preferred
          at the Redemption Price (as defined in the Certificate of
          Designation), payable in cash, together with accrued and unpaid
          dividends thereon, including pursuant to paragraph 12(c) thereof,
          provided that NTL shall not be entitled to delay convertibility of
          EuroTel Preferred if on March 27, 2003 the Convertibility Base Price
          is (or would be) greater than US$65, and in such case, unless NTL
          redeems EuroTel Preferred as described above, March 27, 2003 shall be
          the Convertibility Date and any notice from NTL electing to delay
          convertibility as aforesaid shall be void and shall have no further
          force and effect; or

     (iii) March 27, 2004, unless NTL redeems on such date all issued and
          outstanding shares of EuroTel Preferred at the Redemption Price (as
          defined in the Certificate of Designation), payable in cash, together
          with accrued and unpaid dividends thereon, including pursuant to
          paragraph 12(c) thereof;

5.   notwithstanding paragraphs 4 and 5 above, with effect from the
     Convertibility Date, dividends on the then outstanding shares of EuroTel
     Preferred shall accrue quarterly at the rate of 6.0% per annum; and

6.   NTL shall redeem all issued and outstanding shares of EuroTel Preferred on
     March 27, 2009 at the Redemption Price (as defined in the Certificate of
     Designation), payable in cash, together with accrued and unpaid dividends
     thereon, including pursuant to paragraph 12(c) thereof.

FT agrees that it shall, and it shall use its commercially reasonable efforts to
ensure that all other holders of shares of EuroTel Preferred shall, vote in
favour, pass all written resolutions and take all other action as may be
required on the part of the holders of shares of EuroTel Preferred to approve
the Amendment (provided that the form of the Amendment and the form of any other
documents related thereto are acceptable to FT and the other holders of EuroTel
Preferred, in each case acting reasonably and for the avoidance of doubt,
whether such form of the Amendment, or other documents are acceptable shall be
determined by reference to implementing the terms of this Letter Agreement (and
by reflecting therein such terms as well as making other changes to the
Certificate of Designation relating to such implementation) and not by reference
to any other document or other amendment to the Certificate of Designation which
may be requested by any person) as soon as

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<PAGE>

practicable upon receiving from NTL of the drafts of the Amendment and the other
relevant documents (which NTL agrees to send to FT and such other holders as
soon as practicable after the date of this Letter Agreement).

NTL shall take such action as may be necessary, including without limitation,
obtaining all requisite approvals, waiving any applicable standstill provisions
and amending the Rights Agreement, dated October 13, 1993, between NTL and
Continental Stock Transfer & Trust Company, as amended, to give effect to the
Amendment and to permit the conversion of the EuroTel Preferred Stock in
accordance with the Amendment.

No amendment of this Letter Agreement shall be effective unless made in writing
signed by or on behalf of each of NTL and FT and expressed to be such amendment.

No failure or delay by NTL or FT (as the case may be) in exercising any remedy
or right under or in relation to this Letter Agreement shall operate as a waiver
of the same nor shall any single or partial exercise of any remedy or right
preclude any further exercise of the same or the exercise of any other remedy or
right.

No waiver by NTL or FT (as the case may be) of any requirement of this Letter
Agreement or of any remedy or right under this Agreement shall have effect
unless given by notice in writing signed by NTL or FT (as the case may be). No
waiver of any particular breach of the provisions of this Letter Agreement shall
operate as a waiver of any subsequent breach.

This Letter Agreement may be executed in two counterparts and by each of the
parties in separate counterparts, each of which shall be deemed to be an
original, but both of which shall together constitute one and the same
instrument.

This Letter Agreement shall be governed by and construed in accordance with the
laws of the state of New York applicable to contracts to be executed in and to
be performed entirely in that state and the parties hereby submit to the
jurisdiction of the Supreme Court of the State of New York, County of New York
or the U.S. District Court for the Southern District of New York in relation
hereto.



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<PAGE>

I would be grateful if you would sign one copy of this Letter Agreement on
behalf of France Telecom S.A. and return it to me to confirm your agreement to
the terms set out above.

I look forward to hearing from you.

Yours sincerely

NTL INCORPORATED


By:/s/ John Gregg
   ------------------------------------
   Name:  John Gregg
   Title: Chief Financial Officer



The above terms are agreed and accepted
as of the date first written above:

FRANCE TELECOM S.A.


By:  /s/  Jean-Louis Vinciguerra
   ------------------------------------
   Name:  Jean-Louis Vinciguerra
   Title: Chief Financial Officer

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