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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-K/A

Amendment No. 2


|           |  |                                                                                     
|---------- |  | ------------------------------------------------------------------------------------
|(Mark One)
|X          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the fiscal year ended December 31, 2002                                         

or

| |  |                                                                                         
| |  | ----------------------------------------------------------------------------------------
| |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

| |  |                                                  
| |  | -------------------------------------------------
| |  | For the transition period from   
             to

Commission file no. 0-22616

NTL Incorporated

(On January 10, 2003, the
name of the registrant was changed from NTL Communications Corp. to
NTL Incorporated.)(Exact name of registrant as specified in its charter)

|                                                                                                                                                      |  |                                                              
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------
|Delaware(State or other jurisdiction of
incorporation or organization)110 East 59th Street,
New York, New York(Address of Principal Executive Office) |  | 52-1822078(I.R.S. Employer
Identification No.)10022(Zip Code)

(212) 906-8440(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
Warrants to purchase shares of Common Stock
Stockholder Rights accompanying each share of Common Stock

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K/A or any
amendments to this Form 10-K/A. X

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).   Yes    No   X

In reliance on Rule 12b-21 of the Securities Exchange Act of 1934, as amended,
this Amendment No. 2 to the Annual Report on Form 10-K/A does not include in Item
15 the financial statements and related notes and financial statement schedules
of NTL Europe, Inc. and NTL (Delaware), Inc. as of December 31, 2002 and 2001,
and for the three years ended December 31, 2002 required by Rule 3-10 of
Regulation S-X.





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Until the consummation of its restructuring on January 10, 2003, the
Registrant was a indirect wholly-owned subsidiary of NTL Incorporated (now NTL
Europe, Inc.) and there was no market for the Companys common stock. Upon
completion of the restructuring, the Registrants common stock and Series A
warrants were listed and currently trade on the Nasdaq National Market under
the symbols NTLI and NTLIW, respectively.

As of March 28, 2003, there were 50,500,969 shares of the Registrants
common stock, par value $0.01 per share, issued and outstanding, excluding
shares of the Registrants common stock issuable upon the exercise of Series A
warrants to purchase 8,750,496 shares of the Registrants common stock and an
aggregate of 83,245 shares of the Registrants common stock issued in escrow to
certain of the Registrants executive officers pursuant to their employment
agreements.

The aggregate market value of the Registrants voting stock held by
non-affiliates as of March 27, 2003, based on the closing price for the Registrants common stock
on the Nasdaq National Market on such date, was approximately $371.8
million.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.   Yes   X   No



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DOCUMENTS INCORPORATED BY REFERENCE

NONE





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IMPORTANT EXPLANATORY NOTE REGARDING THE OMISSION FROM THIS REPORT PURSUANT TO
RULE 12b-21 OF CERTAIN FINANCIAL STATEMENTS REQUIRED BY RULE 3-10 OF REGULATION
S-X

Pursuant to Rule 12b-21 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), we are omitting certain information within the control of
persons unaffiliated with the registrant from this Amendment
No. 2 to Form 10-K
for the year ended December 31, 2002 which is intended to be filed by amendment
when such information is provided to the registrant.

During the period ended December 31, 2002, we had outstanding two series of
registered convertible notes, our 7% Convertible Subordinated Notes due 2008
(the 7% Notes) and our 6-3/4% Convertible Senior Notes due 2008 (the 6-3/4%
Notes and, together with the 7% Notes, the Convertible Notes). The
Convertible Notes were cancelled under our joint plan of reorganization (the
Plan), which was consummated on January 10, 2003, and are thus no longer
outstanding. The 7% Notes were co-obligations of NTL Europe, Inc. and NTL
(Delaware), Inc. and the 6-3/4% Notes were co-obligations of NTL Europe, Inc.
NTL (Delaware), Inc. is a wholly-owned subsidiary of NTL (Europe), Inc. and is
not a subsidiary of ours.

Because the Convertible Notes were outstanding as of December 31, 2002, Rule
3-10 of Regulation S-X requires our Annual Report on Form 10-K for the year
ended December 31, 2002 to include consolidated balance sheets for each of NTL
Europe, Inc. and NTL (Delaware), Inc. as of December 31, 2002 and 2001 and
consolidated statements of operations and cash flows of each of NTL Europe,
Inc. and NTL (Delaware), Inc. for the years ended December 31, 2002, 2001 and
2000 and the related notes and financial statement schedules (collectively, the
Co-obligor Financial Statements).

Since the consummation of the Plan, we are no longer affiliated with NTL
Europe, Inc. or NTL (Delaware), Inc. As a consequence, we must rely on these
two unaffiliated companies to cooperate in the preparation, audit and filing of
the Co-obligor Financial Statements for this Form 10-K/A. We have formally
requested such cooperation from NTL Europe, Inc. and NTL (Delaware), Inc. and
that they make such information available to us to include in our
Form 10-K for the year ended December 31, 2002,
including by asserting our rights under a Transitional Services Agreement that
we entered into with NTL Europe, Inc. when the Plan was consummated. Although
those companies have informed us that they intend to cooperate in the provision
of the Co-obligor Financial Statements and intend to provide us with this
information as soon as is practicable, they informed us that they would be
unable to provide the relevant information in time to enable us to include the
Co-obligor Financial Statements in this Form 10-K/A. In addition, NTL Europe,
Inc., is independently required to file the Co-obligor Financials with the
Commission as part of its Annual Report on Form 10-K for the year ended
December 31, 2002. On March 31, 2003, NTL Europe, Inc. filed a Form 12b-25
with the Commission in which it stated that it could not file its Form 10-K for
the year ended December 31, 2002 within the prescribed period without unreasonable effort and expense. As of the filing of
this Form 10-K/A, NTL Europe, Inc. has not filed its Form 10-K for the year
ended December 31, 2002.

As a result, because the Co-obligor Financial Statements are within the control
of an unaffiliated party and such party has not provided that information to us
as requested, it has not been possible without unreasonable effort or expense
for us to include the Co-obligor Financial Statements in this Form 10-K/A.
Accordingly, that information has been omitted from this filing in accordance
with Rule 12b-21 of the Exchange Act. Upon our obtaining the necessary
information from NTL Europe, Inc. and NTL (Delaware), Inc. to enable us to file
the Co-obligor Financial Statements, we will file an amendment to
our Form 10-K for the year ended December 31, 2002 to include such financial statements.

Explanatory Note

We are filing this Amendment
No. 2 on Form 10-K/A to our Annual Report on Form 10-K
for the period ending December 31, 2002, which was filed on
March 31, 2002 (the Form 10-K) to include
Items 10, 11, 12 and 13, which we previously indicated we would
incorporate by reference to our definitive proxy statement for our
2003 annual meeting of stockholders.

In addition, as required by
Rule 12b-15, promulgated under the Securities Exchange Act of
1934, as amended, our principal executive officer and principal
financial officer are providing Rule 13a-14 certifications in
connection with this Form 10-K/A. Except as described above, no
other changes have been made to the Form 10-K.





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TABLE OF CONTENTS



|               |                                                                                                         |  |  |  |  |  |  | 
|-------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III      
|               | Item 10. Directors and Executive Officers of the Registrant                                            
|               | Item 11. Executive Compensation                                                                        
|               | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|               | Item 13. Certain Relationships and Related Transactions                                                
|SIGNATURE     
|CERTIFICATIONS



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Table of Contents

|               |  |                                                                                                |    |  |    | 
|-------------- |  | ---------------------------------------------------------------------------------------------- | -- |  | -- | 
|PART I         |  |                                                                                                |    |  | *  | 
|Item 1.        |  | Business                                                                                       |    |  | *  | 
|Item 2.        |  | Properties                                                                                     |    |  | *  | 
|Item 3.        |  | Legal Proceedings                                                                              |    |  | *  | 
|Item 4.        |  | Submission of Matters to a Vote of Security Holders                                            |    |  | *  | 
|PART II        |  |                                                                                                |    |  | *  | 
|Item 5.        |  | Market for the Registrants Common Equity and Related Stockholder Matters                      |    |  | *  | 
|Item 6.        |  | Selected Financial Data                                                                        |    |  | *  | 
|Item 7.        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations          |    |  | *  | 
|Item 7a.       |  | Quantitative and Qualitative Disclosures About Market Risk                                     |    |  | *  | 
|Item 8.        |  | Financial Statements and Supplementary Data                                                    |    |  | *  | 
|Item 9.        |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |    |  | *  | 
|PART III       |  |                                                                                                |    |  | 2  | 
|Item 10.       |  | Directors and Executive Officers of the Registrant                                             |    |  | 2  | 
|Item 11.       |  | Executive Compensation                                                                         |    |  | 8  | 
|Item 12.       |  | Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters |    |  | 13 | 
|Item 13.       |  | Certain Relationships and Related Transactions                                                 |    |  | 17 | 
|SIGNATURE      |  |                                                                                                | 21 | 
|CERTIFICATIONS |  |                                                                                                | 22 | 



* Previously filed






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Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:

Certain statements contained herein constitute forward-looking
statements as that term is defined under the Private Securities Litigation
Reform Act of 1995. When used in this Form 10-K/A, the words, believe,
anticipate, should, intend, plan, will, expects, estimates,
projects, positioned, strategy, and similar expressions identify such
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Registrant, or industry results, to
be materially different from those contemplated or projected, forecasted,
estimated or budgeted, whether expressed or implied, by such forward-looking
statements. Such factors include, among others, those set forth under the
caption Risk Factors in our Form 10-K for the year
ended December 31, 2002, as well as: the
impact of our organizational restructuring and integration actions; our ability
to maintain contracts that are critical to our operations; potential adverse
developments with respect to our liquidity or results of operations; our
ability to fund and execute our business plan; our ability to attract, retain
and compensate key executives and associates; our ability to attract and retain
customers; general economic and business conditions; technological
developments; our ability to continue to design networks, install facilities,
obtain and maintain any required governmental licenses or approvals and finance
construction and development, all in a timely manner at reasonable costs and on
satisfactory terms and conditions; assumptions about customer acceptance, churn
rates, overall market penetration and competition from providers of alternative
services; the impact of new business opportunities requiring significant
up-front investment; and interest rate and currency exchange rate fluctuations.
We assume no obligation to update the forward-looking statements contained
herein to reflect actual results, changes in assumptions or changes in factors
affecting such statements.

In this
Report on Form 10-K/A, references to (pound sterling) pounds
sterling, (pound) or pence are to the lawful currency of the UK,
references to (euro) or Euro are to the lawful currency of the European
Monetary Union and references to U.S. dollars, dollars or $ are to the
lawful currency of the United States. Solely for the convenience of the reader,
this Form 10-K/A contains translations of some foreign currency amounts into U.S.
dollars and some U.S. dollar amounts into foreign currencies. You should not
construe these translations as representations that the foreign currency
amounts actually represent such U.S. dollar amounts or vice versa or could have
been or could be or will be converted into U.S. dollars or foreign currencies,
as the case may be, at the rate indicated or at any other rate. Unless
otherwise indicated, the translations of foreign currencies into U.S. dollars
and U.S. dollars into foreign currencies have been made at $1.6095 per (pound) 1.00 and $1.0485 per (euro) 1.00, the noon buying rates in the City of
New York for cable transfers as certified for customs purposes by the Federal
Reserve Bank of New York (the Noon Buying Rate) on December 31, 2002. On
March 27, 2003, the Noon Buying Rate was $1.5676 per (pound) 1.00 and $1.0708
per (euro) 1.00.





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PART III




Item 10. Directors and Executive Officers of the Registrant

The following table provides information about our directors and executive
officers:

|                         |  |     |    |          |  |                                                                            
|------------------------ |  | --- | -- | -------- |  | ---------------------------------------------------------------------------
|Name                     |  | Age |    | Position
|                         |  |     |    |         
|James F. Mooney          |  |     | 48 |          |  | Non-Executive Chairman                                                     
|Barclay Knapp            |  |     | 46 |          |  | Director, President and Chief Executive Officer                            
|Jeffrey D. Benjamin      |  |     | 41 |          |  | Director                                                                   
|David Elstein            |  |     | 58 |          |  | Director                                                                   
|William R. Huff          |  |     | 53 |          |  | Director                                                                   
|James F. Mooney          |  |     | 48 |          |  | Non-Executive Chairman                                                     
|George R. Zoffinger      |  |     | 54 |          |  | Director                                                                   
|Lauren Hochman Blair     |  |     | 40 |          |  | Vice President  Deputy General Counsel                                    
|Simon P. Duffy           |  |     | 53 |          |  | Chief Operating Officer                                                    
|Gregg N. Gorelick        |  |     | 44 |          |  | Vice President  Controller                                                
|Howard S. Kalika*        |  |     | 45 |          |  | Vice President  Group Finance Director  Corporate
Finance and Development
|Richard J. Lubasch       |  |     | 56 |          |  | Executive Vice President, General Counsel and Secretary                    
|Richard H. Martin, Jr.** |  |     | 42 |          |  | Vice President  Group Treasurer                                           
|Bret Richter             |  |     | 33 |          |  | Senior Vice President  Finance and Acting Chief
Financial Officer         
|Scott E. Schubert***     |  |     | 49 |          |  | Chief Financial Officer                                                    



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|*   |  | Mr. Kalika is expected to take office as our Vice President  Group Finance
Director  Corporate Finance and Development in the near future.                                                                         
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|**  |  | Mr. Martin is expected to take office as our Vice President  Group
Treasurer in the near future.                                                                                                                    
|   
|*** |  | Mr. Schubert has been recruited to be our Chief Financial Officer. His
appointment as our Chief Financial Officer has been ratified by our Board of
Directors and is expected to become effective in the near future.

Our charter provides for a classified Board of Directors consisting of
three classes as nearly equal in number as possible with the directors in each
class serving staggered three-year terms.The term of the initial Class I
Directors which are comprised of Mr. Bolin and Mr. Knapp, shall terminate on
the date of our 2003 annual meeting of stockholders; the term of the initial
Class II Directors which are comprised of Mr. Benjamin and Mr. Elstein shall
terminate on the date of our 2004 annual meeting of stockholders; and the term
of the initial Class III Directors which are comprised of Mr. Mooney, Mr. Huff
and Mr. Zoffinger shall terminate on the date of our 2005 annual meeting of
stockholders. At each annual meeting of stockholders, successors to the class
of directors whose term expires at that annual meeting shall be elected for a
three-year term. The following is a brief description of the present and past
business experience of each of the persons who serve as our directors
(including the Chairman of the Board of Directors, who is not an executive
officer of the Company) and executive officers.

Directors

Jeffrey D. Benjamin

Mr. Benjamin became a director of the Company on January 10, 2003. He is
currently a Senior Advisor to Apollo Management, LP, and has held that position
since September 2002. From May 1998 to September 2002, Mr. Benjamin was
employed by Libra Securities LLC and its predecessors in various positions,
including co-CEO. Prior to his affiliation with Libra Securities LLC, he was a
Managing Director at UBS Securities LLC. Mr. Benjamin currently serves on the
boards of directors of Exco

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Resources, Inc (EXCO), an independent oil and gas company, Chiquita Brands
International, Inc. (CQB), McLeod USA (MCLD) and Dade Behring Holdings Inc.
(DBEH).

James E. Bolin

Mr. Bolin became a director of the Company on January 10, 2003. He is
currently a Managing Director of Citadel Investment Group. Prior to joining
Citadel, he was a General Partner of Appaloosa Management, L.P. Prior to his
employment with Appaloosa, Mr. Bolin was a Vice President at Goldman Sachs & Co
and formerly with Smith Barney, Harris Upham. He is currently a director of
Inamed Corporation, a global medical device company and Kindred Healthcare, a
leading nursing home operator.

David Elstein

Mr. Elstein became a director of the Company on January 10, 2003. He owns
Brook Productions Ltd., a television consulting and production company, and is
currently the chairman of the following organizations: the British Screen
Advisory Council, the National Film and Television School Foundation and Really
Useful Theatres Ltd. He is also currently a non-executive director of Sport and
Leisure plc and a non-executive director and Vice-Chairman of Kingsbridge
Capital Ltd. He has been a visiting professor of Broadcasting at Oxford,
Westminster, and Stirling Universities. Mr. Elstein was formerly CEO of Channel
5 Broadcasting in Britain and Head of Programming at BSkyB as well as Director
of Programs of Thames Television.

Barclay Knapp

Barclay Knapp is President, CEO and a director of the Company and has held
these positions since its formation with the exception that Mr. Knapp was Chief
Operating Officer until October 1996 when he was appointed Chief Executive
Officer. Mr. Knapp co-founded NTL in 1993 with George Blumenthal. Prior to
NTL, Mr. Knapp was a co-founder of Cellular Communications, Inc. (CCI) in
1982, serving first as CFO and then later as President and COO. CCI was a
pioneering US cellular telephone company that grew to become one of the
industrys leading players at the time of its sale to Airtouch in 1996 for $2.5
billion. In addition, CCI was the parent, and Mr. Knapp was COO, of Cellular
Communications of Puerto Rico (CCPR) and Cellular Communications International
(CCII)  the latter a founding partner of Omnitel in Italy. These companies
were spun off from CCI in 1991 and ultimately sold to SBC (1999) and Mannesman
(1998), respectively. Mr. Knapp is currently Chairman of ATX Communications,
the successor to CoreComm, a US-based CLEC which also had its roots in the CCI
companies and NTL.

William R. Huff

Mr. Huff became a director of the Company on January 10, 2003 and served
as Interim Chairman of the Board of Directors until March 12, 2003, when Mr.
Mooney joined our Board of Directors and became Non-Executive Chairman. Mr.
Huff is Principal and President of W.R. Huff Asset Management Co., L.L.C., an
investment adviser and a large independent manager in the high yield market and
private equity boutique. He founded W.R. Huff Asset Management Co., L.L.C. in
1984.

James F. Mooney

Mr. Mooney became Non-Executive Chairman of the Company on March 12, 2003.
Mr. Mooney was most recently the Executive Vice President and Chief Operating
Officer of Nextel Communications Inc. Prior to joining Nextel, Mr. Mooney was
the CEO/COO of Tradeout Inc., an asset management firm owned jointly by General
Electric Capital, Ebay Inc and Benchmark Capital. Before his position with
Tradeout, Mr. Mooney was the Chief Operating Officer at Baan Company, a
business management software provider that had dual headquarters in Amsterdam
and Virginia. From 1980-1999, Mr. Mooney held a number of positions with IBM
Corporation, including his last position as Chief Financial Officer of the
Americas.

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George R. Zoffinger

Mr. Zoffinger became a director of NTL Incorporated on January 10, 2003.
He is the President and CEO of the New Jersey Sports and Exposition Authority.
He previously served as President and CEO of Constellation Capital Corporation
and as President and CEO of Value Property Trust, a publicly owned real estate
investment trust. Mr. Zoffinger also served as Chairman of CoreStates New
Jersey National Bank and as President and CEO of Constellation Bancorp.
Further, Mr. Zoffinger was the Commissioner of Commerce and Economic
Development for the State of New Jersey in 1990. Mr. Zoffinger is currently a
director of New Jersey Resources Inc., Admiralty Bancorp and Commercial Federal
Bancorp.

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Executive Officers Other Than Directors

Lauren Hochman Blair

Lauren Hochman Blair is the Companys Vice President  Deputy General
Counsel. Ms. Blair has been with the Company since its formation in 1993,
serving as the Companys Senior Assistant General Counsel. She also served in
this capacity at CCI, CCPR and CCII until such companies were sold in 1996,
1999 and 1999, respectively.

Simon P. Duffy

Simon P. Duffy is the Companys Chief Operating Officer and has held this
position since April 1, 2003. Prior to joining the Company, Mr. Duffy was CFO
of Orange SA. Prior to Orange, Mr. Duffy was Chief Executive Officer of
Denmark-based wireless data company End2End. He joined End2End in 2001 from
Internet service provider World Online International NV. At World Online, Mr.
Duffy served as CEO & Deputy Chairman and led the initial public offering of
the company and subsequent sale to Tiscali SPA. Prior to his tenure at World
Online, Mr. Duffy spent eight years at EMI Group plc, first as Group Finance
Director of THORN EMI and later, following Groups demerger, as Deputy Chairman
and Group Finance Director of EMI Group. Prior to EMI Group, Mr. Duffy worked
at Guinness plc, first as Director of Corporate Finance and subsequently as
Operations Director of United Distillers, Guinnesss spirits division.

Gregg N. Gorelick

Gregg N. Gorelick is the Companys Vice President  Controller, and has
held this position since the Companys formation. From 1981 to 1986 he was
employed by Ernst & Whinney (now known as Ernst & Young LLP). Mr. Gorelick is
a certified public accountant and was Vice President  Controller of CCI from
1986 until the sale of CCI. Mr. Gorelick was also Senior Vice President 
Controller and Treasurer of ATX Communications, Inc. from 1996 to 2002. He
was also Vice President  Controller of CCII prior to its sale in March 1999
and at CCPR prior to its sale in August 1999.

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Richard J. Lubasch

Richard J. Lubasch is the Companys Executive Vice President  General
Counsel and Secretary, and has held those positions since 2002. Prior to that
time, he had been the Companys Senior Vice President  General Counsel and
Secretary since its formation. Mr. Lubasch was also Senior Vice President 
General Counsel and Secretary of CCPR prior to its sale in August 1999. Mr.
Lubasch also held these titles, as well as Treasurer, at CCII prior to its sale
in March 1999.

Howard S. Kalika

Howard S. Kalika is expected to take office as the Companys Vice
President  Group Finance Director  Corporate Finance and Development in the
near future. Prior to joining the Company, Mr. Kalika was a Senior Vice
President of WilTel Communications Group, where he led corporate finance
activities. Prior to joining Williams in September 1999, Mr. Kalika held
various senior finance positions with Amoco Corporation and BP Amoco.

Richard H. Martin, Jr.

Richard H. Martin, Jr. is expected to take office as the Companys Vice
President  Group Treasurer in the near future. Prior to joining the Company,
Mr. Martin held various positions with WilTel Communications Group, including
Vice President  Treasurer; Vice President  Finance, Emerging Markets; and
Assistant Treasurer. Before joining WilTel, Mr. Martin was Regional CFO -
Africa of BP plc from June 1999 through April 2000. Prior to BP, Mr. Martin
held various positions with Amoco Corporation, including Director, Business
Solutions.

Bret Richter

Bret
Richter is the Companys Senior Vice President  Finance.
Mr. Richter joined NTL in September 1994, and prior to his current responsibilities
he held various positions in the Companys Corporate Development group
including Vice President  Corporate Finance and Development. Prior to joining
NTL, Mr. Richter was a member of the media and telecommunications investment
banking group at Salomon Brothers Inc.

Scott E. Schubert

Mr. Schubert has been recruited to be the Companys Chief Financial
Officer. His appointment as the Companys Chief Financial Officer has been
ratified by the Companys Board of Directors and is expected to become
effective in the near future. From June 1999 to March 2003, Mr. Schubert was
Executive Vice President & Chief Financial Officer of WilTel Communications
Group, which delivers voice, data, video and IP services for worldwide telecom
carriers, internet service providers and global media and entertainment
companies. Prior to joining WilTel, Mr. Schubert held various positions at
Amoco Corporation, including International Controller of Exploration &
Production and Vice President of Worldwide Financial Services. Following the
merger of BP and Amoco in 1998, he was appointed Vice President and Head of BP
Amocos Global Financial Services.

On
May 8, 2002, NTL Europe (formerly NTL Incorporated) (NTL
Europe), NTL (Delaware),
Inc. (NTL Delaware), NTL Incorporated (formerly NTL Communications Corp.), Diamond Cable
Communications Corp., Diamond Holdings Limited and Communications Cable Funding
Corp. filed petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.
Ms. Hochman Blair, Mr. Knapp, Mr. Richter and Mr. Lubasch were a director
and/or officer of some or all of these entities at the time of these filings.
Pursuant to the Plan, these companies emerged from bankruptcy on January 10,
2003.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
Exchange Act) requires that our directors, executive officers and persons who
own more than 10% of a registered class of our equity

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securities file with the SEC, and with each exchange on which the Common
Stock trades, initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of ours. Officers, directors and
greater than 10% beneficial owners are required by the SECs regulations to
furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were required
during the fiscal year ended December 31, 2002, our officers, directors and
greater than 10% beneficial owners complied with all Section 16(a) filing
requirements applicable to them.

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Item 11. Executive Compensation

Compensation Committee Report on Executive Compensation

Policy

The Compensation Committee of the Board of Directors has the
responsibility for the design and implementation of the Companys executive
compensation program. The Compensation Committee is composed entirely of
non-employee directors.

Our executive compensation program is designed to be closely linked to
corporate performance. To this end, we have developed an overall compensation
strategy that links compensation directly to the achievement of operational
goals. The overall objective of this strategy is to attract and retain the best
possible executive talent and to motivate these executives to achieve the goals
inherent in our business strategy, thereby seeking to enhance our profitability
and value.

In furtherance of our incentive-oriented compensation goals, historically
cash compensation such as annual base salary and bonus has generally been set
below levels paid by comparable sized telecommunications companies and was
supplemented by equity-based option grants. However, in part due to the
significant downturn in the financial markets, the elimination of value
associated with stock options generally, as well as the uncertainty and changes
relating to our business in this environment, we have increased the level of
cash compensation paid to several of our senior executives in order to retain
them. In assessing these compensation levels, the Compensation Committee, which
is composed of independent directors, recognizes the fact that some executives
have participated in the development of our business from its earliest stages,
have preserved significant value in an extremely challenging environment, and
are very important to retain for the future success of our business.

Base Salary and Bonus

Compensation for the Companys executive officers, including the Companys
CEO, for 2002, was determined by the compensation committee of NTL Europe.

Stock Options

No stock options were granted by the Company in 2002, during which time we
were a wholly-owned subsidiary of NTL Europe. All stock options previously
granted by NTL Europe were cancelled pursuant to the Plan, effective as of
January 10, 2003.

Management Incentive Plan

The Plan provides that on or after the Effective Date, the compensation
committee of our board of directors is authorized to, and will, adopt a
management incentive plan. The purpose of the management incentive plan is to
provide incentives to certain of our employees and the employees of our
subsidiaries, as well as to incentivize their efforts in fostering and
promoting our long term growth and performance and to better align such
employees interests with those of our stockholders. Under the management
incentive plan, options to purchase up to 10% of the issued and outstanding
shares of our Common Stock as of the Effective Date may be granted from time to
time to certain of our employees and the employees of our subsidiaries.
Accordingly, on the Effective Date pursuant to the Plan, we reserved 5 million
shares of our Common Stock for issuance under the management incentive plan.

The management incentive plan has not yet been adopted, as the
compensation committee of our board of directors has not convened since the
Effective Date.

8



---



##### Table of Contents



The Compensation
Committee

James E. Bolin
Jeffrey D. Benjamin

Compensation Committee Interlocks and Insider Participation

During 2002 the Company did not have a Compensation Committee as it was a
wholly-owned subsidiary of NTL Europe and did not independently establish
compensation for the officers of NTL Europe who were also serving as the
Companys officers. The present Compensation Committee members are all
independent directors.

Executive Compensation

The following table discloses compensation received by the Companys Chief
Executive Officer, the Companys four other most highly paid executive officers
who were serving as executive officers at the end of the fiscal year completed
December 31, 2002 and another executive officer who would have been among such
executive officers had he been serving at the end of the fiscal year.

Summary Compensation Table(1)

|                        |                           |      |                         |           |                        |          |         |         |         |        |           |         |        |          |            |              |           |  |         |        | 
|----------------------- | ------------------------- | ---- | ----------------------- | --------- | ---------------------- | -------- | ------- | ------- | ------- | ------ | --------- | ------- | ------ | -------- | ---------- | ------------ | --------- |  | ------- | ------ | 
|                        |                           |      | Annual Compensation (2) |           | Long Term Compensation
|                        |                           |      |                         |           |                       
|                        |                           |      |                         |           |                        |          |         |         |         |        |           |         |        |          | Awards (3) |              | Payouts  
|                        |                           |      |                         |           |                        |          |         |         |         |        |           |         |        |          |            |              |          
|                        |                           |      |                         |           |                        |          |         |         |         |        |           |         |        |          | Securities |              |           |  |        
|                        |                           |      |                         |           |                        |          |         |         |         |        |           |         |        |          | Underlying |              | All Other
|Name and                |                           |      |                         |           |                        |          |         |         |         |        |           |         |        | Options/ |            | Compensation
|Principal Position      |                           | Year |                         | Salary($) |                        | Bonus($) |         | SARs(#) |         | ($)(4)
|                        |                           |      |                         |           |                        |          |         |         |         |       
|Barclay Knapp           |                           |      | 2002                    |           |                        |          | 369,763 |         |         |        | 408,100   |         |        |          |           |              |           |  | 7,334   |       
|                        | President and Chief       |      |                         | 2001      |                        |          |         | 277,260 |         |        |           | 561,138 |        |          |            | 5,000,000    |           |  |         | 7,000  | 
|                        | Executive Officer         |      |                         | 2000      |                        |          |         | 243,833 |         |        |           | 249,813 |        |          |            | 7,250,000    |           |  |         | 17,200 | 
|George S. Blumenthal(5) |                           |      | 2002                    |           |                        |          | 369,763 |         |         |        | 408,100   |         |        |          |           |              |           |  | 7,334   |       
|                        | Chairman and              |      |                         | 2001      |                        |          |         | 277,260 |         |        |           | 561,138 |        |          |            | 5,000,000    |           |  |         | 7,000  | 
|                        | Treasurer                 |      |                         | 2000      |                        |          |         | 243,833 |         |        |           | 249,813 |        |          |            | 7,250,000    |           |  |         | 17,200 | 
|Richard J. Lubasch      |                           |      | 2002                    |           |                        |          | 467,290 |         |         |        | 470,000   |         |        |          |           |              |           |  | 7,334   |       
|                        | Executive Vice            |      |                         | 2001      |                        |          |         | 233,692 |         |        |           | 384,875 |        |          |            |             |           |  |         | 7,000  | 
|                        | President  General       |      |                         | 2000      |                        |          |         | 205,517 |         |        |           | 178,438 |        |          |            | 500,000      |           |  |         | 17,200 | 
|                        | Counsel and Secretary     |      |                         |           |                        |          |         |         |         |        |           |         |        |          |            |              |           |  |         |        | 
|John F. Gregg(5)        |                           |      | 2002                    |           |                        |          | 449,500 |         |         |        | 450,000   |         |        |          |           |              |           |  | 7,334   |       
|                        | Chief Financial           |      |                         | 2001      |                        |          |         | 240,220 |         |        |           | 591,250 |        |          |            |             |           |  |         | 7,000  | 
|                        | Officer and Senior        |      |                         | 2000      |                        |          |         | 214,960 |         |        |           | 228,125 |        |          |            | 1,000,000    |           |  |         | 17,200 | 
|                        | Vice President            |      |                         |           |                        |          |         |         |         |        |           |         |        |          |            |              |           |  |         |        | 
|Stephen A. Carter(5)    |                           |      | 2002                    |           |                        |          | 413,188 |         |         |        | 1,750,405 |         |        |          |           |              |           |  | 952,030 | (6)   
|                        | Senior Vice President and |      |                         | 2001      |                        |          |         | 431,790 |         |        |           | 278,112 |        |          |            |             |           |  |         | 6,738  | 
|                        | Chief Operating Officer   |      |                         | 2000      |                        |          |         | 60,636  |         |        |           |        |        |          |            | 400,000      |           |  |         | 38,384 | 
|                        | UK and Ireland operations |      |                         |           |                        |          |         |         |         |        |           |         |        |          |            |              |           |  |         |        | 
|Bret Richter            |                           |      | 2002                    |           |                        | 299,500  |         | 300,000 |         |       |           | 7,334  
|                        | Senior
Vice President    |      |                         | 2001      |                        |          | 183,428 |         | 319,750 |        |          |         | 7,000 
|                        | Finance                   |      |                         | 2000      |                        |          | 138,884 |         | 138,000 |        | 250,000   |         | 17,200



---

|(1) |  | All amounts reflect the compensation paid to each listed employee in respect of such employees position at
the Company, the Companys former parent, NTL Europe (formerly NTL Incorporated) and the Companys
former intermediate parent, NTL Delaware, as the case may be.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | None of the Named Executive Officers received perquisites in excess of the amount required to be report under
Item 402 of Regulation S-K.                                                                                                                                   
|   
|(3) |  | Options granted were options to purchase shares of our ultimate parent company. All such remaining options                                                                                                                                                                  

9



---



##### Table of Contents



|    |  | were cancelled upon our emergence from Chapter 11 on January 10, 2003, in accordance with the Plan.                                                                                        
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | All other compensation reflects the Companys match of employee contributions to a 401(k) plan or in the case
of Stephen Carter, contributions to Mr. Carters UK executive pension scheme.
|   
|(5) |  | Messrs. Blumenthal and Gregg terminated their employment with the Company effective January 10, 2003. Mr.
Carter terminated his employment with the Company effective November 30, 2002.   
|   
|(6) |  | Includes severance payments in the amount of $901,500.                                                                                                                                     

10



---



##### Table of Contents



Compensation of Directors

Directors are reimbursed for out-of-pocket expenses incurred in attending
meetings of the Board of Directors and the committees. Non-employee board
members are paid quarterly based on an annual fee of £50,000. Directors based
in the U.S. are paid in dollars. Based upon an exchange rate of approximately
$1.57 per British pound as of April 18, 2003, U.S. directors receive $78,500
annually. James Mooney, the Companys non-executive Chairman, is paid an
annual salary of $1.25 million, with the right to receive a bonus of up to
$400,000. In addition, Mr. Mooneys agreement provides for grants of 400,000
stock options under the Companys management incentive plan and 200,000
restricted shares of Common Stock subject to vesting. Barclay Knapp, the
Companys President  Chief Executive Officer, and a director, has an
employment contract with the Company which is described below under Executive
Compensation.

Employment Contracts of Named Executive Officers

The following are summaries of the terms of employment arrangements
between the Company and each of (i) Barclay Knapp, the Companys President 
Chief Executive Officer and a director, (ii) Richard J. Lubasch, the Companys
Executive Vice President  General Counsel and Secretary, and (iii) Bret
Richter, the Companys Senior Vice President  Finance. These descriptions are
subject to, and qualified in their entirety by reference to, the respective
employment agreements between the Company and such executives which are
included as exhibits to the Companys annual report on Form 10-K for the year
ended December 31, 2002.

|                           |  |                                                                                                                                                                                                                                                   
|-------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Barclay Knapp:             |  |                                                                                                                                                                                                                                                   
|                           |  |                                                                                                                                                                                                                                                   
|Term:                      |  | January 10, 2003 through December 31, 2003;
if the contract is not renewed and the
executives employment terminates within
first two weeks of 2004, the executive is
entitled to a lump sum cash severance
payment equal to two times base salary
|                           |  |                                                                                                                                                                                                                                                   
|Title:                     |  | President  Chief Executive Officer                                                                                                                                                                                                               
|                           |  |                                                                                                                                                                                                                                                   
|Base salary:               |  | $700,000                                                                                                                                                                                                                                          
|                           |  |                                                                                                                                                                                                                                                   
|Bonuses:                   |  | Annual discretionary cash bonus of up to
200% of base salary; bonus upon consummation
of the Plan consisting of the number of
shares of Common Stock of the Company with a
value equal to base salary                                             
|                           |  |                                                                                                                                                                                                                                                   
|Options:                   |  | Eligible to receive options to purchase
Common Stock of the Company at such exercise
prices, schedules as to exercisability and
other terms and conditions as determined by
the board of directors                                                
|                           |  |                                                                                                                                                                                                                                                   
|Benefits:                  |  | Entitled to participate in all employee
benefit plans, programs, policies and
arrangements (including fringe benefit and
executive perquisite programs and policies)
made available by the Company to its senior
executive officers               
|                           |  |                                                                                                                                                                                                                                                   
|Termination without cause: |  | Entitled to a lump sum cash severance
payment equal to three times base salary if
terminated without cause                                                                                                                                        
|                           |  |                                                                                                                                                                                                                                                   
|Non-competition:           |  | Non-competition provision survives for
eighteen months following termination of
employment with the Company                                                                                                                                       
|                           |  |                                                                                                                                                                                                                                                   
|Richard J. Lubasch:        |  |                                                                                                                                                                                                                                                   
|                           |  |                                                                                                                                                                                                                                                   
|Term:                      |  | January 10, 2003 through December 31, 2003; if
the contract is not renewed and the executives
employment terminates within first two weeks of
2004, the executive is entitled to a lump sum
cash severance payment equal to two times base
salary

11



---



##### Table of Contents



|                           |  |                                                                                                                                                                                                                                                   
|-------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Title:                     |  | Executive Vice President  General Counsel                                                                                                                                                                                                        
|                           |  |                                                                                                                                                                                                                                                   
|Base salary:               |  | $477,000                                                                                                                                                                                                                                          
|                           |  |                                                                                                                                                                                                                                                   
|Bonuses:                   |  | Annual discretionary cash bonus of up to 200%
of base salary; bonus upon consummation of the
Plan consisting of the number of shares of
Common Stock of the Company with a value equal
to base salary                                             
|                           |  |                                                                                                                                                                                                                                                   
|Options:                   |  | Eligible to receive options to purchase Common
Stock of the Company at such exercise prices,
schedules as to exercisability and other terms
and conditions as determined by the board of
directors                                                
|                           |  |                                                                                                                                                                                                                                                   
|Benefits:                  |  | Entitled to participate in all employee benefit
plans, programs, policies and arrangements
(including fringe benefit and executive
perquisite programs and policies) made
available by the Company to its senior
executive officers               
|                           |  |                                                                                                                                                                                                                                                   
|Termination without cause: |  | Entitled to a lump sum cash severance payment
equal to three times base salary if terminated
without cause                                                                                                                                        
|                           |  |                                                                                                                                                                                                                                                   
|Non-competition:           |  | Non-competition provision survives for eighteen
months following termination of employment with
the Company                                                                                                                                       
|                           |  |                                                                                                                                                                                                                                                   
|Bret Richter               |  |                                                                                                                                                                                                                                                   
|                           |  |                                                                                                                                                                                                                                                   
|Term:                      |  | January 10, 2003 through December 31, 2003; if
the contract is not renewed and the executives
employment terminates within first two weeks of
2004, the executive is entitled to a lump sum
cash severance payment equal to two times base
salary
|                           |  |                                                                                                                                                                                                                                                   
|Title:                     |  | Senior Vice President  Finance                                                                                                                                                                                                                   
|                           |  |                                                                                                                                                                                                                                                   
|Base salary:               |  | $345,000                                                                                                                                                                                                                                          
|                           |  |                                                                                                                                                                                                                                                   
|Bonuses:                   |  | Annual discretionary cash
bonus of up to 200% of
base salary; bonus upon
consummation of the Plan
consisting of the number
of shares of common stock
of the Company with a
value equal to base
salary                                             
|                           |  |                                                                                                                                                                                                                                                   
|Options:                   |  | Eligible to receive
options to purchase
common stock of the
Company at such exercise
prices, schedules as to
exercisability and other
terms and conditions as
determined by the board
of directors                                                
|                           |  |                                                                                                                                                                                                                                                   
|Benefits:                  |  | Entitled to participate
in all employee benefit
plans, programs, policies
and arrangements
(including fringe benefit
and executive perquisite
programs and policies)
made available by the
Company to its senior
executive officers               
|                           |  |                                                                                                                                                                                                                                                   
|Termination
without cause: |  | Entitled to a lump sum
cash severance payment
equal to three times base
salary if terminated
without cause                                                                                                                                        
|                           |  |                                                                                                                                                                                                                                                   
|Non-competition:           |  | Non-competition provision
survives for eighteen
months following
termination of employment
with the Company                                                                                                                                       

Option Grants

The Company did not grant any stock options in 2002, as it was a
wholly-owned subsidiary of NTL

12



---



##### Table of Contents



Europe. All options granted to officers and
directors of the Company by NTL Europe were cancelled on January 10, 2003 in
accordance with the Plan.

Option Exercises and Year-End Value Table

No options on the Companys stock were held by the Named Executive Officers or
exercised during 2002.

Performance Graph

Until January 10, 2003, the Company was a wholly-owned subsidiary of NTL
Europe. Accordingly, it did not
have a class of common stock registered under Section 12 of the Exchange Act
prior to that time.




Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding the
beneficial ownership of the Common Stock, as of April 17, 2003 (except as
noted), by each person known by us to be the beneficial owner of more than 5%
of any class of our Common Stock.

|                                                                                                       |  |                                           |           |             |  |           |           |          |  |               |           |  |  |  |       |  
|------------------------------------------------------------------------------------------------------ |  | ----------------------------------------- | --------- | ----------- |  | --------- | --------- | -------- |  | ------------- | --------- |  |  |  | ----- | -
|                                                                                                       |  | Amount and Nature of Beneficial Ownership
|                                                                                                       |  |                                          
|                                                                                                       |  |                                           |           |             |  | Presently |           |          |  |               |           |  |  | 
|Name and Address of                                                                                    |  | Common                                    |           | Exercisable |  |           |           |          |  | Percentage of
|Beneficial Owner                                                                                       |  | Stock                                     |           | Warrants    |  | Total     |           | Class(1)
|                                                                                                       |  |                                           |           |             |  |           |           |         
|William R. Huff
c/o W.R. Huff Asset Management
Co., L.L.C., 67 Park Place,
Morristown, NJ 07960(2)     |  |                                           | 6,613,995 |             |  |           | 0         |          |  |               | 6,613,995 |  |  |  | 11.16 | %
|France Telecom
6 Place dAlleray, 75505 Paris
Cedex 15, France (3)                                     |  |                                           | 0         |             |  |           | 6,040,273 |          |  |               | 6,040,273 |  |  |  | 10.19 | %
|Appaloosa Management L.P.
c/o Appaloosa Partners Inc., 26
Main St., First Floor, Chatham,
NJ 07928 (4) |  |                                           | 3,715,201 |             |  |           | 323,342   |          |  |               | 4,038,543 |  |  |  | 6.82  | %
|Angelo, Gordon & Co., L.P.
245 Park Avenue, New York,
New York 10167 (5)                               |  |                                           | 3,342,136 |             |  |           | 0         |          |  |               | 3,342,136 |  |  |  | 5.64  | %



---

|(1) |  | Includes 50,500,969 shares of Common Stock issued and outstanding as of April 17, 2003 and 8,750,496 presently exercisable Series A warrants.                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Based solely upon the Form 4, dated February 12, 2003, filed by William R. Huff with the Commission on February 12, 2003. Includes ownership of our Common
Stock by certain entities of which Mr. Huff is an affiliate or separate accounts for which one or more affiliates act as investment manager, including
among others, W.R. Huff Asset Management Co., L.L.C. William R. Huff possesses sole power to vote and direct the disposition of all shares of our Common
Stock beneficially owned by him, subject to applicable securities law compliance procedures.
|   
|(3) |  | Based solely upon the Form 3/A, dated March 12, 2003, filed by France Telecom with the Commission on March 12, 2003. France Telecom holds Series A
warrants exercisable for 6,040,273                                                                                                                                                                                                                                                                                                                                                                                  

13



---



##### Table of Contents



|    |  | shares of our Common Stock through its indirect wholly owned subsidiary Rapp 26, a societe anonymeorganized under the
laws of France. France Telecom possesses sole power to vote and direct the disposition of all shares of our Common Stock beneficially owned by it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | Based solely upon Schedule 13G, dated January 21, 2003, jointly filed by Appaloosa Investment Limited Partnership I, Palomino Fund Ltd., Appaloosa
Management L.P., Appaloosa Partners Inc. and David A. Tepper with the Commission on January 21, 2003. The beneficial ownership of Appaloosa Management
L.P., Appaloosa Partners Inc. and David A. Tepper includes ownership of our Common Stock and Series A warrants by their affiliates Appaloosa Investment
Limited Partnership I and Palomino Fund Ltd. Appaloosa Investment Limited Partnership I has shared voting and dispositive power with respect to 2,152,543
shares of our Common Stock. Palomino Fund Ltd. has shared voting and dispositive power with respect to 1,886,000 shares of our Common Stock. Appaloosa
Management L.P., Appaloosa Partners Inc. and David A. Tepper each have shared voting and dispositive power with respect to 4,038,543 shares of our Common
Stock.
|   
|(5) |  | Based solely upon Schedule 13G, dated February 13, 2003, jointly filed by Angelo, Gordon & Co., L.P.; John M. Angelo; and Michael L. Gordon, Jr. with the
Commission on February 14, 2003. Each of the reporting persons may be deemed the beneficial owners of 3,342,136 shares held for the account of twenty-one
private investment funds for which Angelo, Gordon & Co., LLP acts as general manager and/or investment advisor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

14



---



##### Table of Contents



The following table sets forth certain information regarding the
beneficial ownership of the Common Stock, as of April 17, 2003, by (i) each
executive officer named in the Summary Compensation Table of this Proxy
Statement (the Named Executive Officers) and each director of the Company,
(ii) the executive officers of the Company as a group, (iii) the directors of
the Company as a group and (iv) all directors and executive officers of the
Company as a group.

|                                            |  |                                           |           |             |  |           |       |          |  |               |           |  |  |  |       |  
|------------------------------------------- |  | ----------------------------------------- | --------- | ----------- |  | --------- | ----- | -------- |  | ------------- | --------- |  |  |  | ----- | -
|                                            |  | Amount and Nature of Beneficial Ownership
|                                            |  |                                          
|                                            |  |                                           |           |             |  | Presently |       |          |  |               |           |  |  | 
|                                            |  | Common                                    |           | Exercisable |  |           |       |          |  | Percentage of
|Executive Officers and Directors (1)        |  | Stock                                     |           | Warrants    |  | Total     |       | Class(2)
|                                            |  |                                           |           |             |  |           |       |         
|Barclay Knapp                               |  |                                           | 32,609    | (3)         |  |           | 3,990 |          |  |               | 36,599    |  |  |  | *     |  
|Richard J. Lubasch                          |  |                                           | 22,220    | (3)         |  |           | 531   | (4)      |  |               | 22,751    |  |  |  | *     |  
|Bret Richter                                |  |                                           | 16,071    | (3)         |  |           | 2     |          |  |               | 16,073    |  |  |  | *     |  
|George Blumenthal                           |  |                                           | **        |             |  |           | **    |          |  |               | **        |  |  |  | **    |  
|Stephen Carter                              |  |                                           | **        |             |  |           | **    |          |  |               | **        |  |  |  | **    |  
|John Gregg                                  |  |                                           | **        |             |  |           | **    |          |  |               | **        |  |  |  | **    |  
|                                            |  |                                           |           |             |  |           |       |          |  |               |           |  |  |  |       |  
|Executive Officers as a group               |  |                                           | 187,245   | (5)         |  |           | 4,523 |          |  |               | 191,768   |  |  |  | *     |  
|Jeffrey D. Benjamin                         |  |                                           | 39,174    |             |  |           | 0     |          |  |               | 39,174    |  |  |  | *     |  
|James E. Bolin***                           |  |                                           | 0         |             |  |           | 0     |          |  |               | 0         |  |  |  | *     |  
|David Elstein                               |  |                                           | 0         |             |  |           | 0     |          |  |               | 0         |  |  |  | *     |  
|William R. Huff                             |  |                                           | 6,613,995 | (6)         |  |           | 0     |          |  |               | 6,613,995 |  |  |  | 11.16 | %
|James F. Mooney                             |  |                                           | 600,000   | (7)         |  |           | 0     |          |  |               | 600,000   |  |  |  | *     |  
|George R. Zoffinger                         |  |                                           | 0         |             |  |           | 0     |          |  |               | 0         |  |  |  | *     |  
|                                            |  |                                           |           |             |  |           |       |          |  |               |           |  |  |  |       |  
|Directors as a group                        |  |                                           | 7,253,169 |             |  |           | 0     |          |  |               | 7,253,169 |  |  |  | 12.24 | %
|Directors and Executive Officers as a
group |  |                                           | 7,440,414 |             |  |           | 4,523 |          |  |               | 7,444,937 |  |  |  | 12.56 | %



---

|*   |  | Represents less than one percent.                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|**  |  | Messrs. Blumenthal, Carter and Gregg are no longer executive officers of the Company. As a result, the Company does not have access to information, other than publicly
available information, regarding such former executive officers beneficial ownership of the Common Stock. The Company is not aware of any public filings disclosing
beneficial ownership of the Common Stock by such former executive officers.               
|   
|*** |  | Mr. Bolins term as a director of the Company will expire at the annual meeting. He has indicated that he does not intend to stand for re-election.                                                                                                                                                                                                                                                                                    
|   
|(1) |  | Unless otherwise noted, the business address of each person is 110 East 59th Street, New York, New York 10022.                                                                                                                                                                                                                                                                                                                         
|   
|(2) |  | Includes 50,500,969 shares of Common Stock issued and outstanding as of April 17, 2003 and 8,750,496 presently exercisable Series A warrants.                                                                                                                                                                                                                                                                                          
|   
|(3) |  | The shares of Common Stock beneficially owned by Messrs. Knapp, Lubasch and Richter have been issued in escrow pursuant to such executive officers respective employment
agreements. Under the terms of the escrow, the shares will be delivered to each of the executive officers only if on October 10, 2003, he or she is an employee of NTL or, on
or before such date, was terminated, actually or constructively, without cause.
|   
|(4) |  | Includes two Series A warrants owned by Mr. Lubasch as custodian for his child, as to which warrants Mr. Lubasch disclaims beneficial ownership.                                                                                                                                                                                                                                                                                       
|   
|(5) |  | Includes 83,245 shares of Common Stock beneficially owned by certain of our executive officers that                                                                                                                                                                                                                                                                                                                                    

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|    |  | have been issued in escrow pursuant to such executive officers
respective employment agreements. Under the terms of the escrow, the shares will be delivered to each of the executive officers only if on October 10, 2003, he or she is an
employee of NTL or, on or before such date, was terminated, actually or constructively, without cause.                                                                                                                                                                                                                    
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | Based solely upon the Form 4, dated February 12, 2003, filed by William R. Huff with the Commission on February 12, 2003. Includes ownership of our Common Stock by certain
entities of which Mr. Huff is an affiliate or separate accounts for which one or more affiliates act as investment manager, including among others, W.R. Huff Asset
Management Co., L.L.C. William R. Huff possesses sole power to vote and direct the disposition of all shares of our Common Stock beneficially owned by him, subject to
applicable securities law compliance procedures.
|   
|(7) |  | Includes 200,000 shares of restricted Common Stock. Also includes (i) stock options for the purchase of 100,000 shares of Common Stock that will vest equally on a quarterly
basis over a three-year period, and (ii) stock options for the purchase of 300,000 shares of Common Stock that will vest 20% per year on a quarterly basis. Full vesting for
the latter portion of the option grant will occur over a five-year period. No shares under option may be sold prior to the first anniversary date of Mr. Mooneys employment
with the Company.               

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Item 13. Certain Relationships and Related Transactions

We have entered into several transactions with related parties as
described below. Each of these transactions is as favorable to us as could be
obtained with an unrelated third party.

Our Relationship with NTL Europe

In connection with the consummation of the Plan, we have entered into
several agreements with NTL Europe including a Tax Sharing Agreement, a
Transitional Services Agreement, a De-Merger Agreement and a Novation
Agreement. We also cooperate with NTL Europe in several other areas.

Transitional Services Agreement

On the Effective Date, we entered into a Transitional Services Agreement
with NTL Europe. Under the Transitional Services Agreement, we have agreed to
provide NTL Europe with certain administrative and technical support services
for a limited period of time where our personnel had previously been providing
support to the companies now comprised within the NTL Europe group of
companies. We agreed to provide NTL Europe with support if and when requested
in the following areas: accounting, payroll and financial reporting support,
technical assistance to NTL Europes Spanish business, access to our internal
legal and tax advisors with respect to historic matters and continued support
in the management and monitoring of certain of the joint ventures in which NTL
Europe has investments. This agreement provides that our employees shall, as
appropriate, prioritize work performed for us ahead of work performed on behalf
of NTL Europe.

In addition, under the Transitional Services Agreement, we provide the
services of five of our employees to NTL Europe seconded on a full-time basis
for a period of up to two years (at NTL Europes option) and permit NTL Europe
and its group companies to continue to use the NTL name for a period of up to
one year, in the case of NTL Europe, and three years, in the case of certain
other of its subsidiaries.

NTL Europe pays us pre-determined charges set out in the Transitional
Services Agreement in respect of the services provided by us and our
subsidiaries under the agreement based on the amount of time spent by the
relevant personnel in carrying out such work.

De-Merger Agreement

On the Effective Date, we also entered into a De-Merger Agreement with NTL
Europe. This agreement enables us and NTL Europe to have access to records and
documents which we and they require but which are held by or in the control of
the other. In addition the agreement ensures, to the extent possible, that all
warranties, indemnities or liabilities relating to assets or companies which we
currently own (directly or indirectly), but which were originally acquired by
NTL Europe or one of its subsidiaries before being transferred to us or one of
our subsidiaries, are transferred to us with effect from the date of the
agreement.

Under the De-Merger Agreement, NTL Europe agrees that it holds and that it
shall procure that each of its group companies holds in trust for us the
benefit of warranties and representations and the benefit of covenants to pay
or indemnities under contracts entered into by members of NTL Europes group of
companies prior to the date of the agreement relating to the acquisition of
assets which on the date of the agreement were held by us and/or our
subsidiaries.

There is no specified list of contracts to which the De-Merger Agreement
applies. Instead it is agreed that the De-Merger Agreement will not apply to
the agreements dealt with under the Novation Agreement described below.

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Novation Agreement

In May 2000, our former ultimate parent company (now known as NTL Europe)
completed the acquisition of ConsumerCo, the residential cable business of
Cable & Wireless Communications PLC, referred to in this prospectus as Old CWC.
Old CWC was a publicly listed company in the UK whose largest shareholder was
C&W.

The deal was recorded in a Transaction Agreement originally signed in July
1999. When the deal closed, NTL Europe acquired ConsumerCo. ConsumerCo is a
UK cable business and it was always intended that it would be operationally
integrated with the rest of NTLs UK business.

NTL Europe (then known as NTL Incorporated) transferred ConsumerCo to us
and our subsidiaries in February 2001.

On January 10, 2003, we, NTL Europe and C&W and certain of their
respective subsidiaries entered into a Novation Agreement which transfers the
remaining rights and obligations under the Transaction Agreement and other
related ancillary transaction documents (other than those relating to C&Ws
rights as a shareholder in NTL Europe or relating to securities of NTL Europe)
from NTL Europe to us. Those rights and obligations include representations
and warranties given by C&W in respect of ConsumerCo, mutual tax indemnities
related to certain tax matters concerning ConsumerCo and the transfer of
certain properties between ConsumerCo and C&W where the relevant properties are
owned by C&W or ConsumerCo but used by the other.

Tax Sharing Agreement

Until consummation of the Plan, we were a part of a federal consolidated
income tax group having NTL Europe as the common parent corporation. Under the
Plan, we separated from the NTL Europe group, becoming a separate federal
consolidated tax group after the Effective Date. On the Effective Date, we
entered into a Tax Sharing Agreement which allocates rights and
responsibilities for tax matters between us, on the one hand, and NTL Europe
and its affiliates, on the other hand.

In general, we will have control over, and be responsible for, the
preparation and filing of our own tax returns and also any joint tax returns
that include us and NTL Europe companies. NTL Europe will reimburse us for
14.5% of the costs associated with our preparation of joint returns, including
the federal income tax returns for 2002 and 2003.

Although it is not anticipated that there will be any federal income tax
liability for 2002 or the portion of 2003 during which we are included in a
joint return with NTL Europe, we have the right to reasonably apportion any tax
liability between us and NTL Europe, and NTL Europe will be liable for any such
apportioned tax liability attributable to NTL Europe and its affiliates. Any
refunds of taxes paid with respect to joint returns will likewise be reasonably
allocated by us to NTL Europe and its affiliates on a similar basis.

NTL Europes UK affiliates are required, as we may direct, to surrender
group relief up to the maximum permitted by law to certain of our UK affiliates
for tax periods before, or that include, the Effective Date as we may direct.
Such group relief allow our UK affiliates to use deductions from NTL Europes
UK affiliates to reduce foreign taxable income. We also have the ability to
amend any claims or returns to give effect to NTL Europes UK affiliates
surrenders of group relief.

We have the exclusive right to control, contest and represent our
interests and NTL Europes interest in any audit relating to a joint tax return
and to resolve, settle or agree to any deficiency, claim or adjustment
proposed, asserted or assessed in connection with any joint return if the
matter involved could effect us. However, NTL Europe has the exclusive
authority to handle audits that relate solely to NTL Europe or its affiliates
to the extent the asserted liability or matter either does not exceed any
amounts escrowed by NTL Europe for taxes or could not otherwise create
liability for us or our affiliates. We have

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an obligation to provide NTL Europe with information, to keep NTL Europe
informed and to give NTL Europe an opportunity to participate in discussions
with tax authorities regarding tax issues that involve NTL Europe or its
affiliates. We have the right to reasonably apportion any costs associated
with responding to an audit, claim or asserted deficiency to NTL Europe.

NTL Europes ability to perform its continuing obligations under the tax
sharing agreement could be affected by a sale of some or all of its assets or
by a change of control. Therefore, NTL Europe is required to provide us with
notice of any change of control of it or any of its affiliates. Finally, we
and NTL Europe have customary rights and obligations to cooperate, exchange
information, provide notice and resolve disputes with respect to tax matters.

NTLs Relationship with ATX Communications, Inc.

Our President  Chief Executive Officer, Barclay Knapp, is also the
Chairman of ATX Communications, Inc. (formerly known as CoreComm Holdco, Inc.
and referred to in this prospectus as ATX). Until January 2003, ATX shared
resources with us related specifically to corporate activity, including
corporate employees and a corporate office. In conjunction with these
arrangements, we provided ATX with management, financial, legal and
administrative support services through the use of employees, as well as access
to office space and equipment and use of supplies and related office services.
The salaries of employees providing services to ATX were charged to ATX by us
based on the allocations of their time spent providing services to ATX.

Amounts charged to ATX by us consist of direct costs allocated to ATX
where identifiable and a percentage of the portion of our corporate overhead
which cannot be specifically allocated to us. Effective January 1, 2001, the
percentage used to allocate corporate overhead was reduced. Our charges to ATX
commenced in October 1998. It is not practicable to determine the amounts of
these expenses that would have been incurred had ATX operated as an
unaffiliated entity. In the opinion of management, this allocation method is
reasonable. For the years ended December 31, 2002, 2001 and 2000, we charged
ATX $385,000, $446,000 and $1,186,000, respectively, which reduced our
corporate expenses.

On April 12, 2001, our former ultimate parent company purchased $15.0
million of an unsecured convertible note from ATX and received warrants to
purchase 770,000 shares of ATX common stock at an exercise price of $.01 per
share that expire in April 2011. In addition, concurrently with the note
purchase and without additional compensation, we entered into a network and
software agreement with ATX. Under the agreement, ATX will provide U.S.
network access for Internet traffic from our UK customers for three years, as
well as a royalty free license to use certain billing and provisioning software
and know-how.

We obtain billing and software development services from ATX. ATX billed
us $2.9 million, $3.4 million and $5.9 million in the years ended December 31,
2002, 2001 and 2000, respectively, for these services. In 2001, we entered
into a license agreement with ATX whereby we were granted an exclusive,
irrevocable, perpetual license to billing software developed by ATX for
telephony rating, digital television events rating, fraud management and other
tasks. The sales price was cash of $9.8 million for the development costs
expended by ATX plus a fixed amount of $3.0 million representing the one-time
perpetual license fee. The billing software was being used by us at the time
of this agreement, and was being maintained and modified by ATX under an
ongoing software maintenance and development outsourcing arrangement between
the companies.

In March 2000, we and ATX announced that we had entered into an agreement
to link our networks in order to create an international Internet backbone that
commenced operations in February 2001. We incurred costs of $0.3 million for
network usage in the year ended December 31, 2001. We have not incurred any
additional costs subsequent to 2001.

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NTLs Relationship with Certain Financial Advisors

On May 2, 2002, our former parent company, NTL Europe, its subsidiary NTL
Delaware, and its former subsidiary NTL Communications Limited (also a
subsidiary of ours), on behalf of themselves and their respective subsidiaries
(collectively referred to in this prospectus as the Advised Companies), the
steering committee of the unofficial committee of noteholders of Old NTL that
was convened during our Chapter 11 reorganization, J.P. Morgan plc, J.P.
Morgan Chase, Morgan Stanley Dean Witter Bank Limited and Morgan Stanley Senior
Funding, Inc. entered into a letter agreement to amend the existing engagement
provisions contained in an engagement letter dated May 17, 2000, by and among
the Advised Companies, J.P. Morgan plc, J.P. Morgan Chase, Morgan Stanley
Dean Witter Bank Limited and Morgan Stanley Senior Funding, Inc. (referred to
as the Modified Engagement Letter) as follows:

(1)  J.P. Morgan plc and J.P. Morgan Chase (collectively referred to as
the J.P. Morgan parties), and Morgan Stanley Dean Witter Bank Limited and
Morgan Stanley Senior Funding, Inc. (collectively referred to as the Morgan
Stanley parties) shall each be engaged on a non-exclusive basis by the Advised
Companies and their respective subsidiaries as joint book running managers in
any capital market financing entered into by the Advised Companies or any of
their respective subsidiaries, the proceeds of which are used to refinance all
or any portion of our Working Capital Credit Facility. In connection with
their engagement as joint book running managers, each of the J.P. Morgan
parties and the Morgan Stanley parties shall be entitled to receive 30% of the
underwriting discount of the aggregate principal amount of such issuance of
securities (referred to as the book running fee);

(2)  the J.P. Morgan parties and the Morgan Stanley parties shall each also
be engaged on a non-exclusive basis by the Advised Companies and their
respective subsidiaries as co-managers in any capital markets financing the
proceeds of which are used to refinance the old notes or new notes. In
connection with their engagement as co-managers, each of the J.P. Morgan
parties and the Morgan Stanley parties shall be entitled to receive 10% of the
underwriting discount of the aggregate principal amount of such capital markets
issuance (referred to as the managing fee); and

(3)  each of the Advised Companies agreed that after the refinancing of the
old notes, the new notes and/or the Working Capital Credit Facility, if the
aggregate of the book running fee and the managing fee paid to each of the J.P.
Morgan parties and the Morgan Stanley parties pursuant to paragraphs (1) and
(2) above is less than $3,000,000 per institution, each of the Advised
Companies shall, on a joint and several basis, pay to or procure that there is
paid to each of the J.P. Morgan parties and the Morgan Stanley parties an
amount equal to the amount by which $3,000,000 exceeds the aggregate of the
fees paid to each such institution pursuant to paragraphs (1) and (2) above.

As of the Effective Date (January 10, 2003), the provisions of the
Modified Engagement Letter are a joint and several obligation of NTL Europe and
NTL Delaware (which are no longer affiliated with us) and NTL Communications
Limited, a subsidiary of ours.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

Dated: April 29, 2003

NTL INCORPORATEDBy:
    
    /s/ Barclay KnappBarclay KnappChief Executive Officer, President and Director


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