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                                                                     Exhibit 4.8

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             $1,150,000,000 6 3/4% CONVERTIBLE SENIOR NOTES DUE 2008

                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of May 15, 2001

                                  by and among

                            NTL COMMUNICATIONS CORP.

                                       and

                                NTL INCORPORATED

                                       and



                        MORGAN STANLEY & CO. INCORPORATED


                           J.P. MORGAN SECURITIES INC.


                     CREDIT SUISSE FIRST BOSTON CORPORATION

                                       and

                            SALOMON SMITH BARNEY INC.








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         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of May 15, 2001 by and among NTL Communications Corp., a
Delaware corporation ("NTL COMMUNICATIONS"), NTL Incorporated and a Delaware
corporation ( "NTL INCORPORATED") and Morgan Stanley & Co. Incorporated, J.P.
Morgan Securities Inc., Credit Suisse First Boston Corporation, and Salomon
Smith Barney Inc. (each an "INITIAL PURCHASER" and collectively, the "INITIAL
PURCHASERS"). NTL Communications and NTL Incorporated propose to issue and sell
to the Initial Purchasers (the "INITIAL PLACEMENT") $1,150,000,000 6 3/4%
Convertible Senior Notes Due 2008 (the "NOTES"). As an inducement to the Initial
Purchasers to enter into the purchase agreement, dated as of May 9, 2001 ( the
"PURCHASE AGREEMENT"), and in satisfaction of a condition to the Initial
Purchasers' obligations thereunder, each of NTL Communications and NTL
Incorporated agrees with the Initial Purchasers, (i) for the benefit of the
Initial Purchasers and (ii) for the benefit of the holders from time to time of
the Notes whose names appear in the register maintained by the Registrar in
accordance with the provisions of the Indenture (as defined in Section 1 hereof)
(including the Initial Purchasers), as follows:

1.       DEFINITIONS

         Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following capitalized defined terms shall have the following
meanings:

         "ACT" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

         "AFFILIATE" of any specified person means any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "CLOSING DATE" has the meaning set forth in the Purchase Agreement.

         "COMMISSION" means the Securities and Exchange Commission.


         "COMMON STOCK" means the common stock of NTL Incorporated, par value
$0.01 per share, issuable upon the conversion of the Notes.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

         "HOLDER" has the meaning set forth in Section 2 hereof.

         "INDENTURE" means the Indenture, dated as of May [15], 2001, between
NTL Incorporated, NTL Communications and the Trustee, relating to the Notes, as
the same may be amended from time to time in accordance with the terms thereof.



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         "INITIAL PLACEMENT" has the meaning set forth in the preamble hereto.

         "LOSSES" has the meaning set forth in Section 7(d) hereof.

         "MAJORITY HOLDERS" means the Holders of a majority of the aggregate
principal amount at maturity of securities registered under a Shelf Registration
Statement.

         "MANAGING UNDERWRITERS" means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

         "NOTES" has the meaning set forth in the preamble hereto.

         "PROSPECTUS" means the prospectus included in any Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of Transfer Restricted Securities covered by such Shelf
Registration Statement, and all amendments and supplements to the Prospectus,
including post-effective amendments.

          "SHELF REGISTRATION" means a registration effected pursuant to Section
3 hereof.

         "SHELF REGISTRATION PERIOD" has the meaning set forth in Section 3(b)
hereof.

         "SHELF REGISTRATION STATEMENT" means a "shelf" registration statement
of NTL Communications and NTL Incorporated pursuant to the provisions of Section
3 hereof that covers some or all of the Transfer Restricted Securities as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, and in each case,
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "SUPPLEMENT DELAY PERIOD" means any period commencing on the date of
receipt by a Holder of Transfer Restricted Securities of any notice from either
of NTL Communications or NTL Incorporated of the existence of any fact or event
of the kind described in Section 4(b)(2) hereof and ending on the date of
receipt by such Holder of an amended or supplemented Shelf Registration
Statement or Prospectus, as contemplated by Section 4(h) hereof, or the receipt
by such Holder of written notice from NTL Communications or NTL Incorporated, as
applicable, (the "ADVICE") that the use of the Prospectus may be resumed, and
the receipt of copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus.

         "TRANSFER RESTRICTED SECURITIES" means each Note and the Common Stock
issuable upon conversion thereof until (i) the date on which such Note or Common
Stock issuable upon conversion thereof has been effectively registered under the
Act and disposed of in accordance with the Shelf Registration Statement (ii) the
date on which such Note or Common Stock issuable upon conversion thereof is
distributed to the public pursuant to Rule 144 under the Act (or any similar
provision then in effect) or is saleable pursuant to Rule 144(k) under the Act
or


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(iii) the date upon which such Note is converted into Common Stock in
accordance with the terms and provisions of the Indenture or otherwise ceases to
be outstanding.

         "TRUSTEE" means the trustee with respect to the Notes under the
Indenture.

         "UNDERWRITER" means any underwriter of Notes in connection with an
offering thereof under a Shelf Registration Statement.

2.       HOLDERS

         A person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such person becomes the registered holder of such
Notes under the Indenture and includes broker-dealers that hold Transfer
Restricted Securities (i) as a result of market making activities and other
trading activities and (ii) which were acquired directly from either of NTL
Incorporated or NTL Communications or any of their respective Affiliates.

3.       SHELF REGISTRATION

         NTL Communications and NTL Incorporated shall, within 135 days of the
date of original issuance of the Notes, file with the Commission and thereafter
shall use their respective best efforts to cause to be declared effective under
the Act on or prior to 255 days after the date of original issuance of the
Notes, a Shelf Registration Statement relating to the offer and sale of the
Transfer Restricted Securities by the Holders from time to time in accordance
with the methods of distribution elected by such Holders and set forth in such
Shelf Registration Statement.

         NTL Communications and NTL Incorporated shall use their respective best
efforts to keep the Shelf Registration Statement continuously effective in order
to permit the Prospectus forming part thereof to be usable by Holders for a
period of two years from the date the Shelf Registration statement is declared
effective by the Commission (or until one year after such effective date if such
Shelf Registration Statement is filed at the request of an Initial Purchaser) or
such shorter period that will terminate when (i) all the Transfer Restricted
Securities covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement, (ii) the date on which, in the opinion of
counsel to NTL Incorporated and NTL Communiations, all of the Transfer
Restricted Securities then held by the Holders may be sold by such Holders in
the public United States securities markets in the absence of a registration
statement covering such sales or (iii) the date on which there ceases to be
outstanding any Transfer Restricted Securities (in any such case, such period
being called the "SHELF REGISTRATION PERIOD"). NTL Communications and NTL
Incorporated shall be deemed not to have used their respective best efforts to
keep the Shelf Registration Statement effective during the requisite period if
either of them voluntarily takes any action that would result in Holders of
Transfer Restricted Securities covered thereby not being able to offer and sell
such securities during that period, unless (i) such action is required by
applicable law, (ii) such action is taken by NTL Communications and/or NTL
Incorporated in good faith and for valid business reasons (not including
avoidance of their respective obligations hereunder), including the acquisition
or divestiture of assets, so long as NTL Communications and/or NTL Incorporated,
as applicable, promptly thereafter complies



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with the requirements of Section 4(h) hereof, if applicable or (iii) such action
is taken because of any fact or circumstance giving rise to a Supplement Delay
Period.

4.       REGISTRATION PROCEDURES

         In connection with any Shelf Registration Statement, the following
provisions shall apply:

                  (a) NTL Communications and NTL Incorporated shall ensure that
                  (i) any Shelf Registration Statement and any amendment thereto
                  and any Prospectus forming part thereof and any amendment or
                  supplement thereto complies in all material respects with the
                  Act and the rules and regulations thereunder, (ii) any Shelf
                  Registration Statement and any amendment thereto does not,
                  when it becomes effective, contain an untrue statement of a
                  material fact or omit to state a material fact required to be
                  stated therein or necessary to make the statements therein not
                  misleading and (iii) any Prospectus forming part of any Shelf
                  Registration Statement, and any amendment or supplement to
                  such Prospectus, does not include an untrue statement of a
                  material fact or omit to state a material fact necessary in
                  order to make the statements, in the light of the
                  circumstances under which they were made, not misleading.

                  (b) (1) NTL Communications or NTL Incorporated shall advise
                  the Initial Purchasers and the Holders of Transfer Restricted
                  Securities covered thereby, and, if requested by the Initial
                  Purchasers or any such Holder, confirm such advice in writing
                  when a Shelf Registration Statement and any amendment thereto
                  has been filed with the Commission and when the Shelf
                  Registration Statement or any post-effective amendment thereto
                  has become effective.

                           (2) NTL Communications or NTL Incorporated shall
                 advise the Initial Purchasers and the Holders of Transfer
                 Restricted Securities covered thereby, and, if requested by the
                 Initial Purchasers or any such Holder, confirm such advice in
                 writing:

                           (i) of any request by the Commission for amendments
                           or supplements to the Shelf Registration Statement or
                           the Prospectus included therein or for additional
                           information;

                           (ii) of the initiation by the Commission of
                           proceedings relating to a stop order suspending the
                           effectiveness of the Shelf Registration Statement;

                           (iii) of the issuance by the Commission of any stop
                           order suspending the effectiveness of the Shelf
                           Registration Statement;

                           (iv) of the receipt by NTL Communications and/or NTL
                           Incorporated of any notification with respect to the
                           suspension of the qualification of the securities
                           included therein for sale in any


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                           jurisdiction or the initiation or threatening of any
                           roceeding for such purpose; and

                           (v) of the existence of any fact and the happening of
                           any event (including, without limitation, pending
                           negotiations relating to, or the consummation of, a
                           transaction or the occurrence of any event which
                           would require additional disclosure of material
                           non-public information by NTL Communications and/or
                           NTL Incorporated in the Shelf Registration Statement
                           as to which NTL Communications and/or NTL
                           Incorporated, as applicable, has a bona fide business
                           purpose for preserving confidential or which renders
                           NTL Communications and/or NTL Incorporated, as
                           applicable, unable to comply with Commission
                           requirements) that, in the opinion of NTL
                           Communications or NTL Incorporated, as applicable,
                           makes untrue any statement of a material fact made in
                           the Shelf Registration Statement, the Prospectus or
                           any amendment or supplement thereto or any document
                           incorporated by reference therein or requires the
                           making of any changes in the Shelf Registration
                           Statement or the Prospectus so that, as of such date,
                           the statements therein are not misleading and do not
                           omit to state a material fact required to be stated
                           therein or necessary to make the statements therein
                           (in the case of the Prospectus, in light of the
                           circumstances under which they were made) not
                           misleading.


         Such advice may be accompanied by an instruction to suspend the use of
the Prospectus until the requisite changes have been made.

                  (c) NTL Communications and NTL Incorporated shall use their
                  respective best efforts to obtain the withdrawal of any order
                  suspending the effectiveness of any Shelf Registration
                  Statement at the earliest possible time.

                  (d) NTL Communications and NTL Incorporated shall use their
                  respective best efforts to furnish to each selling Holder
                  included within the coverage of any Shelf Registration
                  Statement who so requests in writing and who has provided to
                  NTL Communications an address for notices, without charge, at
                  least one conformed copy of such Shelf Registration Statement
                  and any post-effective amendment thereto, including financial
                  statements and, if the Holder so requests in writing, all
                  exhibits and schedules (including those incorporated by
                  reference).

                  (e) NTL Communications or NTL Incorporated shall, during the
                  Shelf Registration Period, deliver to each Holder of Transfer
                  Restricted Securities covered by any Shelf Registration
                  Statement and who has provided to NTL Communications an
                  address for notices, without charge, as many copies of the
                  Prospectus (including each preliminary Prospectus) contained
                  in such Shelf Registration Statement and any amendment or
                  supplement thereto as such Holder may reasonably request;
                  subject to any notice by NTL Communications and/or




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                  NTL Incorporated in accordance with Section 5(b) hereof, each
                  of NTL Communications and NTL Incorporated consents to the use
                  of the Prospectus or any amendment or supplement thereto by
                  each of the selling Holders for the purposes of offering and
                  resale of the Transfer Restricted Securities covered by the
                  Prospectus in accordance with the applicable regulations
                  promulgated under the Act.

                  (f) Prior to any offering of Transfer Restricted Securities
                  pursuant to any Shelf Registration Statement, NTL
                  Communications and NTL Incorporated shall register or qualify
                  or cooperate with the Holders of Transfer Restricted
                  Securities named therein and their respective counsel in
                  connection with the registration or qualification of such
                  Transfer Restricted Securities for offer and sale under the
                  securities or blue sky laws of such jurisdictions of the
                  United States as any such Holders reasonably request in
                  writing not later than the date that is five business days
                  prior to the date upon which this Agreement specifies that the
                  Shelf Registration Statement shall become effective; provided,
                  however, that neither NTL Incorporated nor NTL Communications
                  will be required to qualify generally to do business in any
                  jurisdiction where it is not then so qualified or to take any
                  action which would subject it to general service of process or
                  to taxation in any such jurisdiction where it is not then so
                  subject.

                  (g) NTL Communications and NTL Incorporated shall endeavor to
                  cooperate with the Holders of Transfer Restricted Securities
                  to facilitate the timely preparation and delivery of
                  certificates representing Transfer Restricted Securities to be
                  sold pursuant to any Shelf Registration Statement free of any
                  restrictive legends and in such denominations and registered
                  in such names as Holders may request in writing at least two
                  business days prior to sales of securities pursuant to such
                  Shelf Registration Statement.

                  (h) Upon the occurrence of any event contemplated by paragraph
                  (b)(2)(v) hereof, NTL Communications and/or NTL Incorporated,
                  as applicable, shall promptly prepare a post-effective
                  amendment to any Shelf Registration Statement or an amendment
                  or supplement to the related Prospectus or file any other
                  required document so that as thereafter delivered to
                  purchasers of the Transfer Restricted Securities covered
                  thereby, the Prospectus will not include an untrue statement
                  of a material fact or omit to state any material fact
                  necessary to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading;
                  provided that in the event of a material business transaction
                  (including, without limitation, pending negotiations relating
                  to such a transaction) which would, in the opinion of counsel
                  to NTL Communications and/or NTL Incorporated, as applicable,
                  require disclosure by NTL Communications and/or NTL
                  Incorporated, as applicable, in the Shelf Registration
                  Statement of material non-public information for which NTL
                  Communications and/or NTL Incorporated, as applicable, has a
                  bona fide business purpose for not disclosing or which
                  information is not available for filing with the Commission,
                  then for so long as such circumstances exist, NTL
                  Communications and/or NTL



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                  Incorporated, as applicable, shall not be required to prepare
                  and file a supplement or post-effective amendment hereunder.

                  (i) Not later than the effective date of any such Shelf
                  Registration Statement hereunder, NTL Communications and NTL
                  Incorporated shall cause to be provided a CUSIP/ISIN number
                  for the Notes registered under such Shelf Registration
                  Statement, and provide the applicable trustee with printed
                  certificates for such Notes in a form eligible for deposit
                  with DTC.

                  (j) Each of NTL Communications and NTL Incorporated shall use
                  their respective best efforts to comply with all applicable
                  rules and regulations of the Commission and shall make
                  generally available to their security holders in a regular
                  filing on Form 10-Q or 10-K an earnings statement satisfying
                  the provisions of Rule 158 (which need not be audited) for the
                  twelve-month period commencing after effectiveness of the
                  Shelf Registration Statement.

                  (k) NTL Communications and NTL Incorporated shall cause the
                  Indenture to be qualified under the Trust Indenture Act in a
                  timely manner.

                  (l) NTL Communications and/or NTL Incorporated may require
                  each Holder of Transfer Restricted Securities, which are to be
                  sold pursuant to any Shelf Registration Statement, to furnish
                  to it within 20 business days after written request for such
                  information has been made by it, such information regarding
                  the Holder and the distribution of such securities as either
                  NTL Communications and/or NTL Incorporated, as applicable, may
                  from time to time reasonably require for inclusion in such
                  Shelf Registration Statement and such other information as may
                  be necessary or advisable in the reasonable opinion of NTL
                  Incorporated, NTL Communications and their counsel, in
                  connection with such Shelf Registration Statement. No Holder
                  of Transfer Restricted Securities shall be entitled to use the
                  Prospectus unless and until such Holder shall have furnished
                  the information required by this Section 4(l) and all such
                  information required to be disclosed in order to make the
                  information previously furnished to NTL Communications and/or
                  NTL Incorporated, as applicable, by such Holder not materially
                  misleading.

                  (m) NTL Communications and/or NTL Incorporated shall, if
                  requested, promptly incorporate in a Prospectus supplement or
                  post-effective amendment to a Shelf Registration Statement,
                  such information as the Managing Underwriters and Majority
                  Holders reasonably agree should be included therein and shall
                  make all required filings of such Prospectus supplement or
                  post-effective amendment as soon as notified of the matters to
                  be incorporated in such Prospectus supplement or
                  post-effective amendment; provided, however, that neither NTL
                  Incorporated nor NTL Communications shall be required to take
                  any action pursuant to this Section l(m) that would, in the
                  opinion of counsel for NTL Communications and/or NTL
                  Incorporated, as applicable, violate applicable law or to
                  include information the disclosure of which at the time would
                  have an adverse effect on




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                  the business or operations of NTL Communications and/or NTL
                  Incorporated or their respective subsidiaries, as determined
                  in good faith by NTL Communications and/or NTL Incorporated,
                  as applicable.

                  (n) In the case of any Shelf Registration Statement, NTL
                  Communications and NTL Incorporated shall enter into such
                  agreements (including underwriting agreements) and take all
                  other reasonably appropriate actions in order to expedite or
                  facilitate the registration or the disposition of the Transfer
                  Restricted Securities, and in connection therewith, if an
                  underwriting agreement is entered into, cause the same to
                  contain indemnification provisions and procedures no less
                  favorable than those set forth in Section 7 (or such other
                  provisions and procedures acceptable to the Majority Holders
                  and the Managing Underwriters, if any), with respect to all
                  parties to be indemnified pursuant to Section 7 from Holders
                  of Notes to NTL Communications and NTL Incorporated.

                  (o) In the case of any Shelf Registration Statement, NTL
                  Communications and NTL Incorporated shall:

                           (i) make reasonably available for inspection by
                           representatives of the Holders of Transfer Restricted
                           Securities to be registered thereunder, the Managing
                           Underwriter participating in any disposition pursuant
                           to such Shelf Registration Statement, and any
                           attorney, accountant or other agent retained by the
                           Holders or any such Managing Underwriter, at the
                           office where normally kept during normal business
                           hours, all financial and other records, pertinent
                           corporate documents and properties of NTL
                           Communications and NTL Incorporated and their
                           respective subsidiaries, and cause the their
                           respective officers, directors and employees to
                           supply all relevant information reasonably requested
                           by the Holders or any Managing Underwriter, attorney,
                           accountant or other agent in connection with any such
                           Shelf Registration Statement as is customary for
                           similar due diligence examinations; provided,
                           however, that the foregoing inspection and
                           information gathering shall be coordinated by the
                           Managing Underwriters, if any, or by one counsel
                           designated by the Holders and that such persons shall
                           first agree in writing with NTL Communications and/or
                           NTL Incorporated, as applicable, that any information
                           that is designated in writing by NTL Communications
                           and/or NTL Incorporated, as applicable, in good
                           faith, as confidential at the time of delivery of
                           such information shall be kept confidential by such
                           person, unless such disclosure is made in connection
                           with a court proceeding or required by law, or such
                           information becomes available to the public generally
                           or through a third party without an accompanying
                           obligation of confidentiality;



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                           (ii) make such representations and warranties to the
                           Holders of Transfer Restricted Securities registered
                           thereunder and the underwriters, if any, in form,
                           substance and scope as are customarily made by
                           issuers to underwriters in underwritten offerings and
                           covering matters including, but not limited to, those
                           set forth in the Purchase Agreement;

                           (iii) obtain opinions of counsel to NTL Incorporated
                           and NTL Communications and updates thereof (which
                           counsel and opinions (in form, scope and substance)
                           shall be reasonably satisfactory to the Managing
                           Underwriters, if any), addressed to each selling
                           Holder and the underwriters, if any, covering such
                           matters as are customarily covered in opinions
                           requested in underwritten offerings and such other
                           matters as may be reasonably requested by such
                           Holders and underwriters;

                           (iv) obtain "cold comfort" letters (or, in the case
                           of any person that does not satisfy the conditions
                           for receipt of a "cold comfort" letter specified in
                           Statement on Auditing Standards No. 72, an
                           "agreed-upon procedures letter") and updates thereof
                           from the independent certified public accountants of
                           NTL Communications and NTL Incorporated (and, if
                           necessary, any other independent certified public
                           accountants of any subsidiary of NTL Communications
                           and/or NTL Incorporated, as applicable, or of any
                           business acquired by NTL Communications and/or NTL
                           Incorporated, as applicable, for which financial
                           statements and financial data are, or are required to
                           be, included in the Shelf Registration Statement),
                           addressed where reasonably practicable to each
                           selling Holder of Transfer Restricted Securities
                           registered thereunder and the underwriters, if any,
                           in customary form and covering matters of the type
                           customarily covered in "cold comfort" letters in
                           connection with primary underwritten offerings; and

                           (v) deliver such documents and certificates as may be
                           reasonably requested by the Majority Holders and the
                           Managing Underwriters, if any, including those to
                           evidence compliance with Section 4(j) and with any
                           customary conditions contained in the underwriting
                           agreement or other agreement entered into by NTL
                           Communications and/or NTL Incorporated.

                           The foregoing actions set forth in clauses (ii),
         (iii),  (iv) and (v) of this Section 4(o) shall, if reasonably
         requested by the Majority Holder or the Majority Underwriters, be
         performed at (A) the effectiveness of such Shelf Registration Statement
         and each post-effective amendment thereto and (B) each closing under
         any underwriting or similar agreement, as to the extent required
         thereunder.




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                           (vi) NTL Communications and/or NTL Incorporated may
                           offer securities of NTL Communications and/or NTL
                           Incorporated, as applicable, other than the Notes
                           under the Shelf Registration Statement, except where
                           such offer would conflict with the terms of the
                           Purchase Agreement.

5.       HOLDERS' AGREEMENTS

         Each Holder of Transfer Restricted Securities, by the acquisition of
such Transfer Restricted Securities, agrees:

                  (a) To furnish the information required to be furnished
                  pursuant to Section 4(n) hereof within the time period set
                  forth therein.

                  (b) That upon receipt of a notice of the commencement of a
                  Supplement Delay Period, it will keep the fact of such notice
                  confidential, forthwith discontinue disposition of its
                  Transfer Restricted Securities pursuant to the Shelf
                  Registration Statement, and will not deliver any Prospectus
                  forming a part thereof until receipt of the amended or
                  supplemented Shelf Registration Statement or Prospectus, as
                  applicable, as contemplated by Section 4(h) hereof, or until
                  receipt of the Advice. If a Supplement Delay Period should
                  occur, the Shelf Registration Period shall be extended by the
                  number of days of which the Supplement Delay Period is
                  comprised; provided that the Shelf Registration Period shall
                  not be extended if NTL Communications and/or NTL Incorporated
                  has received an opinion of counsel (which counsel, if
                  different from counsel to NTL Communications and NTL
                  Incorporated referred to in Sections 8 (a) and 8(b) of the
                  Purchase Agreement, shall be reasonably satisfactory to the
                  Majority Holders of the Transfer Restricted Securities named
                  in the Shelf Registration Period) to the effect that the
                  Transfer Restricted Securities can be freely tradeable without
                  the continued effectiveness of the Shelf Registration
                  Statement.

                  (c) If so directed by NTL Communications or NTL Incorporated
                  in a notice of the commencement of a Supplement Delay Period,
                  each Holder of Transfer Restricted Securities will deliver to
                  NTL Communications (at NTL Communications' expense) all
                  copies, other than permanent file copies then in such Holder's
                  possession, of the Prospectus covering the Transfer Restricted
                  Securities.

                  (d) Sales of such Transfer Restricted Securities pursuant to a
                  Shelf Registration Statement shall only be made in the manner
                  set forth in such currently effective Shelf Registration
                  Statement.

6.        REGISTRATION EXPENSES

          NTL Communications and NTL Incorporated shall bear all expenses
incurred in connection with the performance of their obligations under Sections
2, 3 and 4 hereof and, in the


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event of any Shelf Registration Statement, will reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel designated by the
Majority Holders to act as counsel for the Holders in connection therewith.
Notwithstanding the foregoing or anything in this Agreement to the contrary,
each Holder shall pay all underwriting discounts and commission of any
underwriters with respect to any Transfer Restricted Securities sold by it.

7.       INDEMNIFICATION AND CONTRIBUTION

                  (a) In connection with any Shelf Registration Statement, each
                  of NTL Communications and NTL Incorporated jointly and
                  severally agree to indemnify and hold harmless each Holder of
                  Transfer Restricted Securities covered thereby (including each
                  Initial Purchaser), the directors, officers, employees,
                  partners, representatives and agents of each such Holder and
                  each person who controls any such Holder within the meaning of
                  either Section 15 of the Act or Section 20 of the Exchange Act
                  against any and all losses, claims, damages or liabilities,
                  joint or several, to which they or any of them may become
                  subject under the Act, the Exchange Act or other Federal or
                  state statutory law or regulation, at common law or otherwise,
                  insofar as such losses, claims, damages or liabilities (or
                  actions in respect thereof) arise out of, or are based upon,
                  any untrue statement or alleged untrue statement of a material
                  fact contained in the Shelf Registration Statement as
                  originally filed or in any amendment thereof, or in any
                  preliminary Prospectus or Prospectus, or in any amendment
                  thereof or supplement thereto, or arise out of, or are based
                  upon, the omission or alleged omission to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, and to reimburse
                  each such indemnified party, as incurred, for any legal or
                  other expenses reasonably incurred by them in connection with
                  investigating or defending any such loss, claim, damage,
                  liability or action; provided, however, that (i) neither NTL
                  Incorporated nor NTL Communications will be liable in any case
                  to the extent that any such loss, claim, damage or liability
                  arises out of, or is based upon, any such untrue statement or
                  alleged untrue statement or omission or alleged omission made
                  therein in reliance upon and in conformity with written
                  information with respect to such Holder furnished to NTL
                  Communications or NTL Incorporated by or on behalf of any such
                  Holder or by the Managing Underwriters specifically for
                  inclusion therein and (ii) neither NTL Incorporated nor NTL
                  Communications will be liable to any indemnified party under
                  this indemnity agreement with respect to the Shelf
                  Registration Statement or Prospectus to the extent that any
                  such loss, claim, damage or liability of such indemnified
                  party results solely from an untrue statement of a material
                  fact contained in, or the omission of a material fact from,
                  the Shelf Registration Statement or Prospectus, which untrue
                  statement or omission was corrected in an amended or
                  supplemented Shelf Registration Statement or Prospectus, if
                  the person alleging such loss, claim, damage or liability was
                  not sent or given, at or prior to the written confirmation of
                  such sale, a copy of the amended or supplemented Shelf
                  Registration Statement or Prospectus if NTL Communications or
                  NTL Incorporated had previously furnished copies thereof to
                  such indemnified party and if delivery of a prospectus is
                  required by the Act and


                                       11
<PAGE>   13



                  was not so made. This indemnity agreement will be in addition
                  to any liability which NTL Communications or NTL Incorporated
                  may otherwise have.


                  Each of NTL Communications and NTL Incorporated jointly and
severally also agree to indemnify or contribute to Losses of, as provided in
Section 7(d), any underwriters of Notes registered under a Shelf Registration
Statement, their officers and directors and each person who controls such
underwriters on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 7(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(p) hereof.

                  (b) Each Holder of Transfer Restricted Securities covered by a
                  Shelf Registration Statement (including each Initial
                  Purchaser) severally and not jointly agrees to indemnify and
                  hold harmless (i) NTL Incorporated, (ii) NTL Communications,
                  (iii) each of their respective directors, (iv) each of their
                  officers who signs such Shelf Registration Statement and (v)
                  each person who controls either of NTL Communications or NTL
                  Incorporated within the meaning of either the Act or the
                  Exchange Act to the same extent as the foregoing indemnity
                  from each of NTL Communications and NTL Incorporated to each
                  such Holder, but only with reference to written information
                  relating to such Holder furnished to NTL Communications and/or
                  NTL Incorporated by or on behalf of such Holder specifically
                  for inclusion in the documents referred to in the foregoing
                  indemnity. This indemnity agreement will be in addition to any
                  liability which any such Holder may otherwise have. In no
                  event shall any Holder, its directors, officers or any person
                  who controls such Holder be liable or responsible for any
                  amount in excess of the amount by which the total amount
                  received by such Holder with respect to its sale of Transfer
                  Restricted Securities pursuant to a Shelf Registration
                  Statement exceeds (i) the amount paid by such Holder for such
                  Transfer Restricted Securities and (ii) the amount of any
                  damages that such Holder, its directors, officers or any
                  person who controls such Holder has otherwise been required to
                  pay by reason of such untrue or alleged untrue statement or
                  omission or alleged omission.

                  (c) Promptly after receipt by an indemnified party under this
                  Section 7 or notice of the commencement of any action, the
                  indemnified party will, if a claim in respect thereof is to be
                  made against the indemnifying party under this Section 7,
                  notify the indemnifying party in writing of the commencement
                  thereof; but the failure to so notify the indemnifying party
                  (i) will not relieve it from liability under paragraph (a) or
                  (b) above unless and to the extent it did not otherwise learn
                  of such action and such failure results in the forfeiture by
                  the indemnifying party of substantial rights and defenses and
                  (ii) will not, in any event, relieve the indemnifying party
                  from any obligations to any indemnified party other than the
                  indemnification obligation provided in paragraph (a) or (b)
                  above. The indemnifying party shall be entitled to appoint
                  counsel of the indemnifying party's choice at the indemnifying
                  party's expense to represent the indemnified party in any
                  action for which indemnification is sought (in which case the
                  indemnifying



                                       12
<PAGE>   14



                  party shall not thereafter be responsible for the fees and
                  expenses of any separate counsel retained by the indemnified
                  party or parties except as set forth below); provided,
                  however, that such counsel shall be reasonably satisfactory to
                  the indemnified party. Notwithstanding the indemnifying
                  party's election to appoint counsel to represent the
                  indemnified party in an action, the indemnified party shall
                  have the right to employ separate counsel (including local
                  counsel), and the indemnifying party shall bear the reasonable
                  fees, costs and expenses of such separate counsel (and local
                  counsel) if (i) the use of counsel chosen by the indemnifying
                  party to represent the indemnified party would present such
                  counsel with a conflict of interest, (ii) the actual or
                  potential defendants in, or targets of, any such action
                  include both the indemnified party and the indemnifying party,
                  and the indemnified party reasonably concluded that there may
                  be legal defenses available to it and/or other indemnified
                  parties that are different from or additional to those
                  available to the indemnifying party, (iii) the indemnifying
                  party did not employ counsel satisfactory to the indemnified
                  party to represent the indemnified party within a reasonable
                  time after notice of the institution of such action or (iv)
                  the indemnifying party authorized the indemnified party to
                  employ separate counsel at the expense of the indemnifying
                  party. An indemnifying party shall not, without the prior
                  written consent of the indemnified parties, settle or
                  compromise or consent to the entry of any judgment with
                  respect to any pending or threatened claim, action, suit or
                  proceeding for which indemnification or contribution may be
                  sought hereunder (whether or not the indemnified parties are
                  actual or potential parties to such claim or action), unless
                  such settlement, compromise or consent includes an
                  unconditional release of each indemnified party from all
                  liability arising out of such claim, action, suit or
                  proceeding and does not include a statement as to or an
                  admission of fault, culpability or a failure to act, by or on
                  behalf of the indemnified party.

                  (d) In the event that the indemnity provided in paragraph (a)
                  or (b) of this Section 7 is unavailable or insufficient to
                  hold harmless an indemnified party for any reason, then each
                  applicable indemnifying party, in lieu of indemnifying such
                  indemnified party, shall have a joint and several obligation
                  to contribute to the aggregate losses, claims, damages and
                  liabilities (including legal or other expenses reasonably
                  incurred in connection with investigating or defending same)
                  (collectively "LOSSES") to which such indemnified party may be
                  subject in such proportion as is appropriate to reflect the
                  relative benefits received by such indemnifying party, on the
                  one hand, and such indemnified party, on the other hand, from
                  the Initial Placement and the Shelf Registration Statement
                  that resulted in such Losses; provided, however, that in no
                  case shall any Initial Purchaser or any subsequent Holder of
                  any Note be responsible, in the aggregate, for any amount in
                  excess of the purchase discount on the initial offering price
                  of such Notes or commission applicable to such Note, nor shall
                  any underwriter be responsible for any amount in excess of the
                  underwriting discount or commission applicable to the
                  securities purchased by such underwriter under the Shelf
                  Registration Statement that resulted in such Losses. If the
                  allocation provided by



                                       13
<PAGE>   15




                  the immediately preceding sentence is unavailable for any
                  reason, the indemnifying party and the indemnified party shall
                  contribute in such proportion as is appropriate to reflect not
                  only such relative benefits, but also the relative fault of
                  such indemnifying party, on the one hand, and such indemnified
                  party, on the other hand, in connection with the statements or
                  omissions which resulted in such Losses, as well as any other
                  relevant equitable considerations. Benefits received by NTL
                  Communications or NTL Incorporated shall be deemed to be equal
                  to the sum of (x) the total net proceeds from the Initial
                  Placement (before deducting expenses) (which shall be
                  $970,000,000) and (y) the total amount of additional interest
                  that NTL Communications and/or NTL Incorporated was not
                  required to pay as a result of registering the securities
                  covered by the Shelf Registration Statement that resulted in
                  such Losses. Benefits received by the Initial Purchasers shall
                  be deemed to be equal to the total purchase discounts and
                  commissions in connection with the Initial Placement, and
                  benefits received by any other Holders shall be deemed to be
                  equal to the value of receiving Notes registered under the
                  Act. Benefits received by any underwriter shall be deemed to
                  be equal to the total underwriting discounts and commissions,
                  as set forth on the cover page of the Prospectus forming a
                  part of the Shelf Registration Statement that resulted in such
                  Losses. Relative fault shall be determined by reference to
                  whether any alleged untrue statement or omission relates to
                  information provided by the indemnifying party, on the one
                  hand, or by the indemnified party, on the other hand. The
                  parties agree that it would not be just and equitable if
                  contribution were determined by pro rata allocation or any
                  other method of allocation that does not take account of the
                  equitable considerations referred to above. Notwithstanding
                  the provisions of this paragraph (d), no person guilty of
                  fraudulent misrepresentation (within the meaning of Section
                  11(f) of the Act) shall be entitled to contribution from any
                  person who was guilty of such fraudulent misrepresentation.
                  For purposes of this Section 7, each person who controls a
                  Holder within the meaning of either the Act or the Exchange
                  Act and each director, officer, employee and agent of such
                  Holder shall have the same rights to contribution as such
                  Holder, and each person who controls NTL Communications or NTL
                  Incorporated within the meaning of either the Act or the
                  Exchange Act, each officer of NTL Communications or NTL
                  Incorporated who shall have signed the Shelf Registration
                  Statement and each director of NTL Communications or NTL
                  Incorporated shall have the same rights to contribution as NTL
                  Communications and/or NTL Incorporated, subject in each case
                  to the applicable terms and conditions of this paragraph (d).

                  (e) The provisions of this Section 7 shall remain in full
                  force and effect, regardless of any investigation made by or
                  on behalf of any Holder or NTL Communications or NTL
                  Incorporated or any of the officers, directors or controlling
                  persons referred to in Section 7 hereof, and will survive the
                  sale by a Holder of Transfer Restricted Securities.




                                       14
<PAGE>   16




8.       RULE 144A AND RULE 144


         Each of NTL Communications and NTL Incorporated agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding and
during any period in which NTL Communications and/or NTL Incorporated, as
applicable, (i) is not subject to Section 13 or 15(d) of the Exchange Act, to
make available, upon request of any Holder, to such Holder or beneficial owner
of Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

9.       MISCELLANEOUS

                  (a) No Inconsistent Agreements. Neither NTL Incorporated nor
                  NTL Communications has, as of the date hereof, entered into,
                  nor shall it, on or after the date hereof, enter into, any
                  agreement with respect to its securities that is inconsistent
                  with the rights granted to the Holders herein or otherwise
                  conflicts with the provisions hereof.

                  (b) Amendments and Waivers. The provisions of this Agreement,
                  including the provisions of this sentence, may not be amended,
                  qualified, modified or supplemented, and waivers or consents
                  to departures from the provisions hereof may not be given,
                  unless NTL Communications and NTL Incorporated have obtained
                  the written consent of the Holders of at least a majority of
                  the then outstanding aggregate principal amount of Notes;
                  provided, however, that with respect to any matter that
                  directly or indirectly affects the rights of any Initial
                  Purchaser hereunder, NTL Communications and NTL Incorporated
                  shall obtain the written consent of each such Initial
                  Purchaser against which such amendment, qualification,
                  supplement, waiver or consent is to be effective.
                  Notwithstanding the foregoing (except the foregoing proviso),
                  a waiver or consent to depart from the provisions hereof, with
                  respect to a matter, which relates exclusively to the rights
                  of Holders whose securities are being sold pursuant to a Shelf
                  Registration Statement and does not directly or indirectly
                  affect the rights of other Holders, may be given by the
                  Majority Holders, determined on the basis of Notes being sold
                  rather than registered under such Shelf Registration
                  Statement.

                  (c) Notices. All notices and other communications provided for
                  or permitted hereunder shall be made in writing by
                  hand-delivery, first-class mail, telex, telecopier, or air
                  courier guaranteeing overnight delivery:

                           (i) if to a Holder, at the most current address given
                           by such holder to NTL Communications in accordance
                           with the provisions of this Section 9(c), which
                           address initially is, with respect to each Holder,
                           the address of such Holder maintained by the
                           registrar


                                       15
<PAGE>   17




                           under the Indenture, with a copy in like manner to
                           Morgan Stanley & Co. Incorporated;

                           (ii) if to the Initial Purchasers, initially at the
                           respective addresses set forth in the Purchase
                           Agreement; and

                           (iii) if to NTL Communications or NTL Incorporated,
                           initially at its address set forth in the Purchase
                           Agreement.

                           All such notices and communications shall be deemed
to have been duly given when received.


                           The Initial Purchasers or NTL Communications or NTL
Incorporated by notice to the other may designate additional or different
addresses for subsequent notices or communications.

                           (d) Successors and Assigns. This Agreement shall
                           inure to the benefit of, and be binding upon, the
                           successors and assigns of each of the parties hereto,
                           including, without the need for an express assignment
                           or any consent by NTL Communications or NTL
                           Incorporated thereto, subsequent Holders of Notes.
                           Each of NTL Communications and NTL Incorporated
                           hereby agrees to extend the benefits of this
                           Agreement to any Holder of Notes and any such Holder
                           may specifically enforce the provisions of this
                           Agreement as if an original party hereto.

                           (e) Counterparts. This agreement may be executed in
                           any number of counterparts and by the parties hereto
                           in separate counterparts, each of which when so
                           executed shall be deemed to be an original, and all
                           of which taken together shall constitute one and the
                           same agreement.

                           (f) Headings. The headings in this agreement are for
                           convenience of reference only and shall not limit or
                           otherwise affect the meaning hereof.

                           (g) Governing Law. This agreement shall be governed
                           by and construed in accordance with the internal laws
                           of the State of New York applicable to agreements
                           made and to be performed in said State (without
                           reference to the conflict of law rules thereof).

                           (h) Severability. In the event that any one or more
                           of the provisions contained herein, or the
                           application thereof in any circumstances, is held
                           invalid, illegal or unenforceable in any respect for
                           any reason, the validity, legality and enforceability
                           of any such provision in every other respect and the
                           remaining provisions hereof shall not be in any way
                           impaired or affected thereby, it being intended that
                           all of the rights and privileges of the parties shall
                           be enforceable to the fullest extent permitted by
                           law.

                           (i) Notes Held by NTL Communications and/or NTL
                           Incorporated, etc. Whenever the consent or approval
                           of Holders of a specified percentage of



                                       16
<PAGE>   18



                           principal amount of Notes is required hereunder,
                           Notes held by NTL Incorporated, NTL Communications or
                           their Affiliates (other than subsequent Holders of
                           Notes if such subsequent Holders are deemed to be
                           Affiliates solely by reason of their holdings of such
                           Notes) shall not be counted in determining whether
                           such consent or approval was given by the Holders of
                           such required percentage.

                           (j) Entire Agreement. This Agreement is intended by
                           the parties as a final expression of their agreement
                           and intended to be a complete and exclusive statement
                           of the agreement and understanding of the parties
                           hereto with respect to the subject matter contained
                           herein. There are no restrictions, promises,
                           warranties or undertakings, other than those set
                           forth or referred to herein with respect to the
                           registration rights granted with respect to the
                           Transfer Restricted Securities. This Agreement
                           supersedes all prior agreements and understandings
                           between the parties with respect to such subject
                           matter.






                                       17
<PAGE>   19



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.



                                   NTL Incorporated



                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:



                                   NTL COMMUNICATIONS CORP.



                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:



MORGAN STANLEY & CO. INCORPORATED
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
SALOMON SMITH BARNEY INC.


By:  MORGAN STANLEY & CO. INCORPORATED



By:
   -----------------------------------------
   Name:    Donal Quigley
   Title:   Executive Director







                                       D-1