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CERTIFICATIONS



| |    |  | I, Barclay Knapp, certify that:                                                                                                                                                                                                                                                                                             
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 1. |  | I have reviewed this amendment
No. 2 to the
annual report on Form 10-K/A of NTL Incorporated;                                                                                                                                                                                                                               
|
| | 2. |  | Based on my knowledge, this annual report does
not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this annual report; and
|
| | 3. |  | Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this
annual report.                       

|                     |  |                                                              
|-------------------- |  | -------------------------------------------------------------
|Date: April 29, 2003 |  | /s/ Barclay Knapp                                            
|                     |  |                                                              
|                     |  | Barclay Knapp
Chief Executive Officer, President and Director

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| |    |  | I, Bret Richter, certify that:                                                                                                                                                                                                                                                                                              
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 1. |  | I have reviewed this amendment
No. 2 to the
annual report on Form 10-K/A of NTL Incorporated;                                                                                                                                                                                                                               
|
| | 2. |  | Based on my knowledge, this annual report does
not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this annual report; and
|
| | 3. |  | Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this
annual report.                       
|

|                     |  |                                                                                
|-------------------- |  | -------------------------------------------------------------------------------
|Date: April 29, 2003 |  | /s/  Bret Richter                                                              
|                     |  |                                                                                
|                     |  | Bret Richter
Senior Vice President  Finance
and Acting Chief Financial Officer

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