SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, DC  20549 
                     ----------------------------------

                               FORM 10-K/A-2 
  
  
 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
      SECURITIES EXCHANGE ACT OF 1934 
  
                FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 
  
                                     OR 
  
 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 
  
         FOR THE TRANSITION PERIOD FROM ___________ TO ___________ 

  
                              NTL INCORPORATED 
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 
  
           DELAWARE                    0-22616              52-1822078 
 (STATE OR OTHER JURISDICTION       (COMMISSION         (I.R.S. EMPLOYER 
       OF INCORPORATION)            FILE NUMBER)        IDENTIFICATION NO.) 
  
 110 EAST 59TH STREET, NEW YORK, NEW YORK                       10022 
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (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 $.01 PER SHARE 
                              (TITLE OF CLASS) 
  


 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 whether disclosure by 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 or any amendment to this Form 10-K.  [   ] 
  
 The aggregate market value of the registrant's voting stock held by non-
 affiliates at March 20, 1998, valued in all cases in accordance with the
 NASDAQ/NMS closing sale price for the registrant's Common Stock was
 approximately $1,289,800,000. 
  
 Number of shares of Common Stock outstanding as at March 20, 1998: 
 32,294,900 
  
 
                    DOCUMENTS INCORPORATED BY REFERENCE 
 
          Document                             Part of 10-K in Which
                                                    Incorporated 
  
 Definitive proxy statement for the 
 1998 Annual Meeting of the Stockholders 
 of NTL Incorporated:                              Part III 
  

      This Annual Report on Form 10-K for the year ended December 31, 1997,
 at the time of filing with the Securities and Exchange Commission, modifies
 and supersedes all prior documents filed pursuant to Section 13, 14 and
 15(d) of the Securities Exchange Act of 1934 for purposes of any offers or
 sales of any securities after the date of such filing pursuant to any
 Registration Statement or Prospectus filed pursuant to the Securities Act
 of 1933 which incorporates by reference this Annual Report. 
  
            "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, 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,
 forecast, estimated or budgeted in or expressed or implied by such forward-
 looking statements.  Such factors include, among others:  general economic
 and business conditions, industry trends, the Registrant's ability to
 continue to design network routes, install facilities, obtain and maintain
 any required government licenses or approvals and finance construction and
 development, all in a timely manner, at reasonable costs and on
 satisfactory terms and conditions, as well as assumptions about customer
 acceptance, churn rates, overall market penetration and competition from
 providers of alternative services, and availability, terms and deployment
 of capital. 


                             TABLE OF CONTENTS 
  
 PART I                                                                Page 
 ------
 Item 1    Business  . . . . . . . . . . . . . . . . . . . . . . . . .   1 *
 Item 2    Properties  . . . . . . . . . . . . . . . . . . . . . . . .  46 *
 Item 3    Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  46 *
 Item 4    Submission of Matters to a Vote of Stockholders . . . . . .  46 * 

 PART II 
 -------
 Item 5    Market for the Registrant's Common Stock and Related
             Stockholder Matters . . . . . . . . . . . . . . . . . . .  47 * 
 Item 6    Selected Financial Data . . . . . . . . . . . . . . . . . .  48 *
 Item 7    Management's Discussion and Analysis of Results of
             Operations and Financial Condition  . . . . . . . . . . .  49 *
 Item 7A   Quantitative and Qualitative Disclosure About Market
             Risk  . . . . . . . . . . . . . . . . . . . . . . . . . .  57 *
 Item 8    Financial Statements and Supplementary Data . . . . . . . .  58 *
 Item 9    Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure . . . . . . . . . . .  58 * 

 PART III 
 --------
 Items 10, 11, 12, 13  . . . . . . . . . . . . . . . . . . . . . . . .  59 * 

 PART IV 
 -------
 Item 14   Exhibits, Financial Statement Schedules, and Reports
             on Form 8-K . . . . . . . . . . . . . . . . . . . . . . .  59 *

 Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60

 Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70 *

 Index to Financial Statements . . . . . . . . . . . . . . . . . . . .  F-1 

 *  Previously filed.

                                          
      The Annual Report on Form 10-K of NTL Incorporated for the fiscal
 year ended December 31, 1997 is being amended by this Form 10-K/A-2 to add
 an exhibit to the Exhibit Index in Part IV and to attach such exhibit
 thereto. All other exhibits listed in the Exhibit Index were either
 incorporated by reference in or originally filed with the Annual Report on
 Form 10-K of NTL Incorporated for the fiscal year ended December 31, 1997.

                                 SIGNATURES 
  
      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. 
  

                                 NTL INCORPORATED 
  
 Dated:  November 6, 1998        By: /s/ Richard J. Lubasch
                                    -----------------------------------
                                 Name:   Richard J. Lubasch 
                                 Title:  Senior Vice President, General
                                         Counsel and Secretary



                          EXHIBIT INDEX 
  
 Exhibit No. 
 -----------
 
 2.1       Amended and Restated Agreement of Reorganization and Plan of
           Merger, dated as of May 28, 1993, among the Company, OCOM and
           CableTel Merger Inc. (Incorporated by reference to Exhibit 2,
           Registration File No. 33-63570).
  
 2.2       Deed of Irrevocable undertaking dated March 28, 1996 by and
           among Addroute Limited, certain shareholders in the NTL Group
           Limited, NTL Group Limited and the Company (Incorporated by
           reference to the Company's Registration Statement on Form S-4,
           File No. 333-1010).
  
 2.3       Form of Offer Document dated March 28, 1996 of Addroute Limited
           for NTL Group Limited (Incorporated by reference to the
           Company's Registration Statement on Form S-4, File No.
           333-1010).
  
 2.4       Deed of Adjustment dated March 28, 1996 by and among Addroute
           Limited and Mercury Asset Management plc. (Incorporated by
           reference to the Company's Registration Statement on Form S-4,
           File No. 333-1010).
  
 2.5       Share Exchange Agreement, dated as of August 30, 1996, by and
           among the Company, B/G Co., Booth American Company, Columbia
           Management, Inc. and Robert T. Goad (Incorporated by reference
           to the Company's Registration Statement on Form S-3, File No.
           333-16751).
  
 2.6       Share Purchase Agreement, dated October 7, 1996, by and among
           the Company, South Wales Electricity plc and Swalec Telco
           Investment Limited (Incorporated by reference to the Company's
           Registration Statement on Form S-3, File No. 333-16751).
  
 3.1       Restated Certificate of Incorporation (Incorporated by reference
           from the Company's Registration Statement on Form S-3,
           Registration File No. 333-07879).
  
 3.1(a)    Certificate of Ownership and Merger, dated as of March 26, 1997
           (Incorporated by reference to Company's Form 8-K, dated and filed
           with the Commission on March 26, 1997). 
  
 3.2       Restated By-Laws (Incorporated by reference to Exhibit 3.2,
           Registration No. 33-63570). 
  
 4.1       Specimen of Common Stock Certificate (Incorporated by reference
           to Exhibit 4.1, Registration File No. 33-63570).
  
 4.2       Warrant Agreement dated February 14, 1996 between the Company
           and Chemical Bank as Warrant Agent (Incorporated by reference to
           the Company's Registration Statement on Form S-4, File No.
           333-00118).
  
 4.3       Form of Warrant to Purchase Common Stock (included in
           Exhibit 4.2). 
  
 4.4       Indenture, dated as of October 1, 1993, by and between the
           Company and Chemical Bank with respect to the 10-7/8% Senior
           Notes (Incorporated by reference to Exhibit 4.1, Registration
           File No. 33-63572).
  
 4.5       Indenture, dated as of April 20, 1995, by and between the
           Company and Chemical Bank as Trustee, with respect to the
           12-3/4% Senior Notes (Incorporated by reference from the
           Company's Registration Statement on Form S-4, File No.
           33-92794).
  
 4.6       Indenture, dated as of January 30, 1996, by and between the
           Company and Chemical Bank as Trustee, with respect to the
           11-1/2% Senior Notes (Incorporated by reference from the
           Company's Registration Statement on Form S-4, File No.
           333-00118).
  
 4.7       First Supplemental Indenture, dated as of January 22, 1996, by
           and among the Company and Chemical Bank, as Trustee, with
           respect to the 12-3/4% Senior Notes (Incorporated by reference
           from the Company's Registration Statement on Form S-4, File No.
           333-00118).
  
 4.8       First Supplemental Indenture, dated as of January 23, 1996, by
           and among the Company and Chemical Bank, as Trustee, with
           respect to the 10-7/8% Notes (Incorporated by reference from the
           Company's Registration Statement on Form S-4, File No.
           333-00118).
  
 4.9       Indenture, dated as of February 12, 1997, by and between the
           Company and The Chase Manhattan Bank, as Trustee, with respect
           to the 10% Senior Notes (Incorporated by reference from the
           Company's 1996 Form 10-K).
  
 4.10      Indenture, dated as of March 13, 1998, by and between the
           Company and The Chase Manhattan Bank, as Trustee, with respect
           to the 9-1/2% Senior Notes.
  
 4.11      Indenture, dated as of March 13, 1998, by and between the
           Company and The Chase Manhattan Bank, as Trustee, with respect
           to the 9-3/4% Senior Deferred Coupon Notes.
  
 4.12      Indenture, dated as of March 13, 1998, by and between the
           Company and The Chase Manhattan Bank, as Trustee, with respect
           to the 10-3/4% Senior Deferred Coupon Notes.
  
 4.13      Certificate of Designation, dated February 12, 1997, with
           respect to the 13% Redeemable Preferred Stock (Incorporated by
           reference from the Company's 1996 Form 10-K).
  
 4.14      Certificate of Designation, dated October 7, 1996, in respect of
           the Company's Series A Preferred Stock (Incorporated by
           reference to the Company's Form 8-K, filed on October 9, 1996).
  
 4.15      Registration Rights Agreement, dated February 12, 1997, by and
           among the Company and Donaldson, Lufkin & Jenrette Securities
           Corporation, Chase Securities, Inc. and Merrill Lynch, Pierce,
           Fenner & Smith Incorporated with respect to the 10% Senior Notes
           (Incorporated by reference from the Company's 1996 Form 10-K).
  
 4.16      Registration Rights Agreement, dated February 12, 1997, by and
           among the Company and Donaldson, Lufkin & Jenrette Securities
           Corporation, Chase Securities, Inc. and Merrill Lynch, Pierce,
           Fenner & Smith Incorporated with respect to the 13% Senior Notes
           (Incorporated by reference from the Company's 1996 Form 10-K).
  
 4.17      Registration Rights Agreement, dated as of March 13, 1998, by
           and among the Company and Donaldson, Lufkin & Jenrette
           International, Morgan Stanley & Co. International Limited, BT
           Alex. Brown International, Chase Securities Inc. and Salomon
           Brothers International Limited with respect to the 9-1/2% Senior
           Notes.
  
 4.18      Registration Rights Agreement, dated as of March 13, 1998, by
           and among the Company and Donaldson, Lufkin & Jenrette
           Securities Corporation, Morgan Stanley & Co. Incorporated, BT
           Alex. Brown Incorporated, Chase Securities Inc. and Salomon
           Brothers Inc with respect to the 9-3/4% Senior Deferred Coupon
           Notes.
  
 4.19      Registration Rights Agreement, dated as of March 13, 1998, by
           and among the Company and Donaldson, Lufkin & Jenrette
           International, Morgan Stanley & Co. International Limited, BT
           Alex. Brown International, Chase Securities Inc. and Salomon
           Brothers International Limited with respect to the 10-3/4%
           Senior Deferred Coupon Notes.
  
 4.20      Form of Preferred Stock (Incorporated by reference from the
           Company's 1996 Form 10-K). 
  
 4.21      Indenture, dated as of June 12, 1996, by and between the Company
           and Chemical Bank, as Trustee, with respect to the 7%
           Convertible Note (Incorporated by reference from the Company's
           Registration Statement on Form S-3, File No. 333-07879).
  
 4.22      Registration Rights Agreement, dated June 12, 1996, by and among
           the Company and Donaldson, Lufkin & Jenrette Securities
           Corporation and Salomon Brothers Inc, with respect to the 7%
           Convertible Notes (Incorporated by reference from the Company's
           Registration Statement on Form S-3, File No. 33-07879).
  
 4.23      Indenture, dated as of April 20, 1995, by and among the Company
           and Chemical Bank, as Trustee, with respect to the 7-1/4%
           Convertible Notes (Incorporated by reference from the Company's
           Registration Statement on Form S-3, File No. 333-92792).
  
 4.24      Registration Agreement, dated April 12, 1995, by and among the
           Company and Salomon Brothers Inc, Donaldson, Lufkin & Jenrette
           Securities Corporation and Goldman Sachs & Co., with respect to
           the 7-1/4% Convertible Notes (Incorporated by reference from the
           Company's Registration Statement on Form S-3, File No.
           333-92792).
  
 4.25      Rights Agreement entered into by the Company and Continental
           Stock Transfer & Trust Company (Incorporated by reference to
           Exhibit 4.2, Registration No. 33-63570).
  
 10.1      Compensation Plan Agreements, as amended and restated effective
           June 3, 1997. 
  
 10.2      Form of Director and Officer Indemnity Agreement (together with
           a schedule of executed Indemnity Agreements) (Incorporated by
           reference from the Company's Registration Statement on Form S-4,
           File No. 33- 92794).
  
 11        Statement re computation of per share earnings. 
  
 21        Subsidiaries of the Registrant. 
  
 23        Consent of Ernst & Young LLP. 
  
 23.1      Consent of Ernst & Young LLP. 
  
 27.1      Financial Data Schedule, for the year ended December 31, 1997. 
  
 27.2      Restated Financial Data Schedule, for the quarter ended
           September 30, 1997. 
  
 27.3      Restated Financial Data Schedule, for the quarter ended
           June 30, 1997. 
  
 27.4      Restated Financial Data Schedule, for the quarter ended
           March 31, 1997. 
  
 27.5      Restated Financial Data Schedule, for the year ended
           December 31, 1996. 
  
 27.6      Restated Financial Data Schedule, for the quarter ended
           September 30, 1996. 
  
 27.7      Restated Financial Data Schedule, for the quarter ended
           June 30, 1996. 
  
 27.8      Restated Financial Data Schedule, for the quarter ended
           March 31, 1996.
  
 99.1      Prescribed Diffusion Service License, dated July 21, 1987,
           issued to British Cable Services Limited (now held by CableTel
           Surrey and Hampshire Limited) for the area of West Surrey and
           East Hampshire, England (Incorporated by reference to the
           Company's Form 8-K, filed with the Commission on March 19,
           1996).
  
 99.2      Prescribed Diffusion Service License, dated December 3, 1990,
           issued to Clyde Cablevision (renamed CableTel Glasgow) for the
           area of Inverclyde, Scotland (Incorporated by reference to the
           Company's Form 8-K, filed with the Commission on March 19,
           1996).
  
 99.3      Prescribed Diffusion Service License, dated December 3, 1990,
           issued to Clyde Cablevision (renamed CableTel Glasgow) for the
           area of Bearsden and Milngavie, Scotland (Incorporated by
           reference to the Company's Form 8-K, filed with the Commission
           on March 19, 1996).
  
 99.4      Prescribed Diffusion Service License, dated December 3, 1990,
           issued to Clyde Cablevision (renamed CableTel Glasgow) for the
           area of Paisley and Renfrew, Scotland (Incorporated by reference
           to the Company's Form 8-K, filed with the Commission on March
           19, 1996).
  
 99.5      Prescribed Diffusion Service License, dated July10, 1984, issued
           to Clyde Cablevision (renamed CableTel Glasgow) for the area of
           North Glasgow and Clydebank, Strathclyde, Scotland (Incorporated
           by reference to the Company's Form 8-K, filed with the
           Commission on March 19, 1996).
  
 99.6      Prescribed Diffusion Service License, dated December 3, 1990,
           issued to Clyde Cablevision (renamed CableTel Glasgow) for the
           area of Greater Glasgow, Scotland (Incorporated by reference to
           the Company's Form 8-K, filed with the Commission on March 19,
           1996).
  
 99.7      Prescribed Diffusion Service License, dated December 3, 1990,
           issued to Newport Cablevision Limited (renamed CableTel Newport)
           for the area of Newport, Wales (Incorporated by reference to the
           Company's Form 8- K, filed with the Commission on March 19,
           1996).
  
 99.8      Prescribed Diffusion Service License, dated December 3, 1990,
           issued to Cable and Satellite Television Holdings Ltd (renamed
           CableTel West Glamorgan Limited) for the area of West Glamorgan,
           Wales (Incorporated by reference to the Company's Form 8-K,
           filed with the Commission on March 19, 1996).
  
 99.9      Prescribed Diffusion Service License, dated December 3, 1990,
           issued to British Cable Services Limited for the area of Cardiff
           and Penarth, Wales (now held by CableTel Cardiff Limited)
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996).
  
 99.10     Prescribed Diffusion Service License, dated December 3, 1990,
           issued to Kirklees Cable (renamed CableTel Kirklees) for the area
           of Huddersfield and Dewsbury, West Yorkshire, England
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission  on March 19, 1996). 
  
 99.11     Prescribed Diffusion Service License, dated December 3, 1990,
           issued to CableVision Communications Company of Hertfordshire Ltd
           (renamed CableTel Hertfordshire Limited) for the area of
           Broxbourne and East Hertfordshire, England (Incorporated by
           reference to the Company's Form 8-K, filed with the Commission on
           March 19, 1996). 
  
 99.12     Prescribed Diffusion Service License, dated December 3, 1990,
           issued to CableVision Communications Company Ltd (renamed
           CableTel Central Hertfordshire Limited) for the area of Central
           Hertfordshire, England (Incorporated by reference to the
           Company's Form 8-K, filed with the Commission on March 19, 1996). 
  
 99.13     Prescribed Diffusion Service License, dated March 26, 1990,
           issued to CableVision Bedfordshire Limited (renamed CableTel
           Bedfordshire Ltd.) for the area of Luton and South Bedfordshire
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.14     Prescribed Diffusion Service License, dated December 3, 1990,
           issued to CableVision North Bedfordshire Ltd (renamed CableTel
           North Bedfordshire Ltd.) for the area of North Bedfordshire,
           England (Incorporated by reference to the Company's Form 8-K,
           filed with the Commission on March 19, 1996). 
  
 99.15     Local Delivery Service License, dated October 2, 1995, issued to
           CableTel Northern Ireland Limited for Northern Ireland
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.16     Local Delivery Service License, dated December 6, 1995, issued to
           CableTel South Wales Limited for Glamorgan and Gwent, Wales
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.17     Local Delivery Service License, dated March 13, 1991, issued to
           Maxwell Cable TV Limited for Pembroke Dock, Dyfed, Wales (now
           held by Metro South Wales Limited) (Incorporated by reference to
           the Company's Form 8-K, filed with the Commission on March 19,
           1996). 
  
 99.18     Local Delivery Service License, dated March 15, 1991, issued to
           Maxwell Cable TV Limited for Camarthen, Wales (now held by Metro
           South Wales Limited) (Incorporated by reference to the Company's
           Form 8-K, filed with the Commission on March 19, 1996). 
  
 99.19     Local Delivery Service License, dated March 15, 1991, issued to
           Maxwell Cable TV Limited for Milford Haven, Wales (now held by
           Metro South Wales Limited) (Incorporated by reference to the
           Company's Form 8-K, filed with the Commission on March 19, 1996). 
  
 99.20     Local Delivery Service License, dated March 15, 1991, issued to
           Maxwell Cable TV Limited for Cwmgors (Amman Valley), West
           Glamorgan, Wales (Incorporated by reference to the Company's Form
           8-K, filed with the Commission on March 19, 1996). 
  
 99.21     Local Delivery Service License, dated March 15, 1991, issued to
           Maxwell Cable TV Limited for Ammanford, West Glamorgan, Wales
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.22     Local Delivery Service License, dated March 15, 1991, issued to
           Maxwell Cable TV Limited for Brecon, Gwent, Wales (Incorporated
           by reference to the Company's Form 8-K, filed with the Commission
           on March 19, 1996). 
  
 99.23     Local Delivery Service License, dated March 15, 1991, issued to
           Maxwell Cable TV Limited for Haverfordwest, Preseli, Wale
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.24     Local Delivery Service License, dated March 15, 1991, issued to
           Maxwell Cable TV Limited for Neyland, Preseli, Wales (now held by
           Metro South Wales Limited) (Incorporated by reference to the
           Company's Form 8-K, filed with the Commission on March 19, 1996). 
  
 99.25     License, dated January 11, 1991, issued to Cablevision
           Communications the Company of Hertfordshire Ltd (renamed CableTel
           Hertfordshire Limited) for the Hertford, Cheshunt and Ware (Lea
           Valley) cable franchise, England (Incorporated by reference to
           the Company's Form 8-K, filed with the Commission on March 19,
           1996). 
  
 99.26     License, dated December 8, 1990, issued to Cablevision
           Communications the Company Limited for Central Hertfordshire
           (renamed CableTel Central Hertfordshire Limited),  England
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.27     License, dated August 23, 1989, issued to Cablevision
           Bedfordshire Limited for Bedford and surrounding areas, England
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.28     License, dated January 9, 1991, issued to Cablevision  North
           Bedfordshire Ltd for North Bedfordshire, England (Incorporated by
           reference to the Company's Form 8-K, filed with the Commission on
           March 19, 1996). 
  
 99.29     License, dated January 29, 1991, issued to Clyde Cablevision
           (renamed CableTel Glasgow) for the Inverclyde Cable Franchise,
           Scotland (Incorporated by reference to the Company's Form 8-K,
           filed with the Commission on March 19, 1996). 
  
 99.30     License, dated January 29, 1991, issued to Clyde Cablevision
           (renamed CableTel Glasgow) for the Bearsden and Milngavie Cable
           Franchise, Scotland (Incorporated by reference to the Company's
           Form 8-K, filed with the Commission on March 19, 1996). 
  
 99.31     License, dated January 29, 1991, issued to Clyde Cablevision
           (renamed CableTel Glasgow) for the Paisley and Renfrew Cable
           Franchise, Scotland (Incorporated by reference to the Company's
           Form 8-K, filed with the Commission on March 19, 1996). 
  
 99.32     License, dated June 7, 1985, issued to Clyde Cablevision Ltd
           (renamed CableTel Glasgow) for North West Glasgow and Clydebank,
           Scotland (Incorporated by reference to the Company's Form 8-K,
           filed with the Commission on March 19, 1996). 
  
 99.33     License, dated January 29, 1991, issued to Clyde Cablevision
           (renamed CableTel Glasgow) for the Greater Glasgow cable
           franchise, Scotland (Incorporated by reference to the Company's
           Form 8-K, filed with the Commission on March 19, 1996). 
  
 99.34     License, dated October 13, 1993, issued to Insight Communications
           Cardiff Limited (renamed CableTel Cardiff Limited) for Cardiff,
           Wales (Incorporated by reference to the Company's Form 8-K, filed
           with the Commission on March 19, 1996). 
  
 99.35     License, dated January 22, 1991, issued to Newport Cablevision
           Limited (renamed CableTel Newport), for Newport Cable franchise,
           Wales (Incorporated by reference to the Company's Form 8-K, filed
           with the Commission on March 19, 1996). 
  
 99.36     License, dated May 18, 1990, issued to Cable and Satellite
           Television Holdings Limited (renamed CableTel West Glamorgan
           Limited) for West Glamorgan, Wales (Incorporated by reference to
           the Company's Form 8-K, filed with the Commission on March 19,
           1996). 
  
 99.37     License, dated December 20, 1990, issued to Kirklees Cable
           (renamed CableTel Kirklees) for the Huddersfield and Dewsbury
           cable franchise, England (Incorporated by reference to the
           Company's Form 8-K, filed with the Commission on March 19, 1996). 
  
 99.38     License, dated October 13, 1993, issued to Insight Communications
           Guildford Limited (renamed CableTel Surrey and Hampshire Limited)
           for the West Surrey/East Hampshire (Guildford) Cable Franchise,
           England (Incorporated by reference to the Company's Form 8-K,
           filed with the Commission on March 19, 1996). 
  
 99.39     License, dated January 20, 1995, issued to CableTel Bedfordshire
           Ltd. for the area of South Bedfordshire, England (Incorporated by
           reference to the Company's Form 8-K, filed with the Commission on
           March 19, 1996). 
  
 99.40     License, dated January 20, 1995, issued to CableTel North
           Bedfordshire Ltd. for the area of Bedford, England (Incorporated
           by reference to the Company's Form 8-K, filed with the Commission
           on March 19, 1996). 
  
 99.41     License, dated January 20, 1992, issued to Cable and Satellite
           Television Holdings Limited (renamed CableTel West Glamorgan
           Limited) for the area of Swansea, Neath and Port Talbot, Wales
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.42     License, dated January 20, 1995, issued to Cabletel Hertfordshire
           Ltd. for the area of Hertford, Cheshunt and Ware (Lea Valley),
           England (Incorporated by reference to the Company's Form 8-K,
           filed with the Commission on March 19, 1996). 
  
 99.43     License, dated January 20, 1995, issued to Cabletel Central
           Hertfordshire Ltd. for the area of Central Hertfordshire, England
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.44     License, dated July 21, 1995, issued to CableTel Kirklees
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.45     License, dated June 8, 1995, issued to CableTel Bedfordshire Ltd.
           (Incorporated by reference to the Company's Form 8-K, filed with
           the Commission on March 19, 1996). 
  
 99.46     License, dated October 27, 1995, issued to Metro South Wales
           Limited for the area of Neyland, Wales (Incorporated by reference
           to the Company's Form 8-K, filed with the Commission on March 19,
           1996). 
  
 99.47     License, dated October 27, 1995, issued to Metro South Wales
           Limited for the area of Cwmgors, Wales (Incorporated by reference
           to the Company's Form 8-K, filed with the Commission on March 19,
           1996). 
  
 99.48     License, dated October 27, 1995, issued to Metro South Wales
           Limited for the area of Ammanford, Wales (Incorporated by
           reference to the Company's Form 8-K, filed with the Commission on
           March 19, 1996). 
  
 99.49     License, dated October 27, 1995, issued to Metro South Wales
           Limited for the area of Carmarthen, Wales (Incorporated by
           reference to the Company's Form 8-K, filed with the Commission on
           March 19, 1996). 
  
 99.50     License, dated October 27, 1995, issued to Metro South Wales
           Limited for the area of Haverfordwest, Wales (Incorporated by
           reference to the Company's Form 8-K, filed with the Commission on
           March 19, 1996). 
  
 99.51     License, dated October 27, 1995, issued to Metro South Wales
           Limited for the area of Pembroke Dock, Wales (Incorporated by
           reference to the Company's Form 8-K, filed with the Commission on
           March 19, 1996). 
  
 99.52     License, dated October 27, 1995, issued to Metro South Wales
           Limited for the area of Milford Haven, Wales (Incorporated by
           reference to the Company's Form 8-K, filed with the Commission on
           March 19, 1996). 
  
 99.53     License, dated October 27, 1995, issued to CableTel South Wales
           Limited for the area of Glamorgan and Gwent, Wales (Incorporated
           by reference to the Company's Form 8-K, filed with the Commission
           on March 19, 1996). 
  
 99.54     License, dated January 26, 1996, issued to Cabletel South Wales
           Limited, for part of the Glamorgan area (Incorporated by
           reference to the Company's Form 8-K, filed with the Commission on
           March 19, 1996). 
  
 99.55     License, dated November 3, 1997, issued to NTL (UK) Group, Inc.
           for the Provision of Radio Fixed Access Operator Services. 
  
 99.56     Agreement and Plan of Amalgamation; Undertaking of Comcast
           Corporation; Undertaking of Warburg, Pincus Investors, L.P.
           (Incorporated by reference to the Company's Form 8-K dated
           February 5, 1998).