EXHIBIT 99.55



Radiocommunications Agency
Wireless Telegraphy Act 1949


RADIO FIXED ACCESS OPERATOR LICENCE

Licence no. PN/110838
Date of issue 3 November 1997      Fee payment date 30 November

1. This Licence authorises         NTL (UK) Group Inc.
                                   ("the Licensee")
                          of       Bristol House
                                   1 Lakeside Road
                                   Farnborough Aerospace Centre
                                   Farnborough
                                   Hampshire
                                   GU14 6XP

to establish,  install and use radio  transmitting and receiving stations and/or
radio  apparatus as described in the  schedule(s)  (hereinafter  together called
"the Radio Equipment") subject to the terms set out below.


Licence Term

2. This Licence shal1  continue in force until revoked by the Secretary of State
or surrendered by the Licensee.


Licence Variation and Revocation

3. Pursuant to section 3A(4) of the Wireless Telegraphy Act 1949 (the 1949 Act),
the Secretary of State may not revoke or vary this licence under section 1(4) of
the 1949 Act save at the request or with the consent of the Licensee except:

     (a)  if there is no longer in force a Licence granted to the Licensee under
          section 7 of the Telecommunications Act 1984;

     (b)  in accordance with paragraph 6 of this Licence;

     (c)  in accordance with section 3A (7) of the 1949 Act;




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     (d)  for reasons related to the management of the radio spectrum,  provided
          that in such case the power to revoke may only be exercised  after one
          year's notice is given in writing and after the Secretary of State has
          considered any pertinent factors;

     (e)  if there has been a breach of any of the terms of this  Licence or the
          schedule(s) hereto.


Changes

4. This Licence may not be transferred.

5. The Licensee must give prior or immediate notice to the Secretary of State in
writing of any change in the details of the name and/or address recorded above.


Fees

6. The Licensee shall pay to the Secretary of State the relevant fee as provided
in section 2(1) of the Wireless  Telegraphy  Act 1949 and the  Regulations  made
thereunder:

     (a)  on or before the date of issue of this Licence; and/or

     (b)  on or before  the fee  payment  date shown  above each year,  or on or
          before such dates as shall be notified in writing to the Licensee,

failing which the Secretary of State may revoke this Licence.


Radio Equipment Use

7. The Licensee  must ensure that the Radio  Equipment is  constructed  and used
only in  accordance  with  the  provisions  specified  in the  schedule(s).  Any
proposal to amend any detail  specified in the  schedule(s)  must be agreed with
the  Secretary of State in advance and  implemented  only after this Licence has
been varied or reissued accordingly.

8. The Licensee  must ensure that the Radio  Equipment is operated in compliance
with  the  terms of this  Licence  and is used  only by  persons  who have  been
authorised  in writing by the  Licensee to do so and that such  persons are made
aware of, and of the requirement to comply with, the terms of this Licence.





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Access and Inspection


9. The Licensee shall permit a person authorised by the Secretary of State:

     (a)  to have access to the Radio Equipment; and

     (b)  to inspect this Licence and the Radio Equipment,

at any and all reasonable times or, when in the opinion of that person an urgent
situation  exists,  at any time to ensure the Radio  Equipment  is being used in
accordance with the terms of this Licence.


Modification, Restriction and Closedown

10. A  person  authorised  by the  Secretary  of State  may  require  the  Radio
Equipment,  or any  part  thereof,  to be  modified  or  restricted  in use,  or
temporarily  or  permanently  closed down  immediately  if in the opinion of the
person authorised by the Secretary of State:

     (a)  a breach of this Licence has occurred; and/or

     (b)  the use of the Radio  Equipment  is causing or  contributing  to undue
          interference to the use of other authorised radio equipment.


11.  The  Secretary  of State may in the event of a national  or local  state of
emergency  being  declared  require  the  Radio  Equipment  to  be  modified  or
restricted in use, or temporarily or permanently  closed down either immediately
or on the expiry of such period as he may specify.  He shall exercise this power
by a written notice served on the Licensee or by a general notice  applicable to
holders of this class of Licence published by public broadcast or in the London,
Edinburgh and Belfast Gazettes.


Interpretation

12. In this Licence:

     (a)  the  establishment,  installation and use of the Radio Equipment shall
          be interpreted as  establishment  and use of stations and installation
          and use of apparatus for wireless telegraphy as specified in section 1
          of the Wireless Telegraphy Act 1949;



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     (b)  the expression "undue  interference"  shall have the same meaning that
          it has under the Wireless Telegraphy Act 1949;

     (c)  the expression "inspect" includes examine and test;

     (d)  the  schedule(s)  form(s)  part  of this  Licence  together  with  any
          subsequent  schedule(s)  which the  Secretary  of State may issue as a
          variation to this Licence at a later date; and

     (e)  the  Interpretation  Act 1978 shall apply to the Licence as it applies
          to an Act of Parliament.


Issued on behalf of the Secretary of State for Trade and Industry.







Robert Emson
Public Networks Section
Radiocommunications Agency







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                       RADIO FIXED ACCESS OPERATOR LICENCE

                     SCHEDULE 1 TO LICENCE NUMBER PN/110838

             DESCRIPTION OF RADIO EQUIPMENT COVERED BY THIS LICENCE


This  schedule  forms part of Licence  no.  PN/110838,  issued to NTL (UK) Group
Inc., the Licensee on 3 November 1997, and describes the Radio Equipment covered
by the Licence and the purpose for which the Radio Equipment may be used.


1. Description of the Radio Equipment licensed

In this Licence the Radio Equipment means equipment used as:

     a)   radio fixed access base stations as detailed in  subsequent  schedules
          to this Licence, which are connected to a telecommunications network;

     b)   network  termination  stations  which  gain  fixed  radio  access to a
          telecommunications network via a base station; and

     c)   repeater stations which relay information between the base station and
          the network termination stations.

2. Purpose of the Radio Equipment

The Licensee shall install,  maintain and use the Radio  Equipment in such a way
that it forms part of a radio  telecommunications  network ("the  Network"),  in
which  base  stations   connected  to  the  Network   communicate  with  network
termination stations by wireless telegraphy.


3. Approved Standards for the Radio Equipment

The Radio  Equipment  covered by this Licence is required to be type approved in
accordance with the relevant 3 - 11 GHz ETSI standard or its successor.







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4. Special conditions relating to the operation of the Radio Equipment

(a) The Licensee  shall use the Network in such a way as to enable the provision
of  any   telecommunications   service  as  defined  in  section   4(3)  of  the
Telecommunications  Act 1984 to an area where at least 68 % of the population of
the United Kingdom live, by no later than 31 December 2002 and thereafter.


(b)  During  the  period  that this  Licence  remains  in force and for 6 months
thereafter, the Licensee shall compile and maintain accurate records of:

     (i)  the following details relating to the network termination stations:

          (a)  postal address;

          (b)  National Grid Reference. (to 100 metres resolution);

          (c)  antenna height, type and bearing ETN;

          (d)  radio frequencies in operation;

     (ii) a statement of the number of subscribing  customers using the Network;
          and

the Licensee  must produce the above  records  when a person  authorised  by the
Secretary of State requires him to do so.

(c) The  Licensee  shall  inform the  Secretary  of State of the  address of the
premises at which this Licence and the information detailed at sub-paragraph (c)
above shall be kept.

(d) The  Licensee  must submit to the  Secretary  of State copies of the records
detailed in sub-paragraph  (c) above at such intervals as the Secretary of State
shall notify to the Licensee.

(e) The  Licensee  shall,  upon  request,  supply the  Secretary of State or any
person  authorised  by him in that  behalf  with  the name  and  address  of any
subscribing  customers  to the Network,  or shall  require its agents to provide
such information on its behalf.

5. Site clearance requirements

(a) The Licensee shall ensure that the Radio Equipment is operated in accordance
with the relevant site clearance conditions for that type of equipment, and that
where  appropriate,  it is in possession of valid site  clearance  documentation
issued by the Radiocommunications



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Agency on behalf of the  Secretary  of State Site  clearance is required for all
base  stations  and network  termination  stations  except  those  incorporating
transmitters  radiating not more than 17 dBW EIRP and with aerial  systems,  the
highest  point of which is less than 30 metres  above ground level or which does
not increase the height of an existing building by more than 5 metres (whichever
is the higher).

(b) The Licensee must not install Radio Equipment in any exclusion zone notified
by the Ministry of Defence  without written  authority  having been given to the
Licensee by the Radiocommunications Agency on behalf of the Secretary of State.

TECHNICAL PERFORMANCE REQUIREMENTS

6. Frequencies of operation

The Radio Equipment shall be operated at frequencies between 10202 MHz and 10225
MHz paired with 10552 MHz and 10575 MHz in  compliance  with such  co-ordination
and  sharing  procedures  as may be  considered  necessary  and  notified by the
Radiocommunications Agency on behalf of the Secretary of State.


7. Bit rate

The radio connection  between the base station and the customer's  terminal unit
must be capable of providing a minimum bit rate of 144 kbit/s.


8. RE carrier spacing

The  RF  carrier  spacing  shall  be  in  accordance  with  CEPT  Recommendation
CEPT/ERC/REC 12-05


9. ITU Emission designation

7M00G7WWT


10. Maximum permissible EIRP for base stations

(a) The maximum EIRP (per carrier) is 25 dBW.



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11. Maximum permissible EIRP for repeater stations

(a) The maximum EIRP (per carrier) is 33 dBW.

12. Maximum permissible EIRP for network termination stations

(a) The maximum EIRP (per carrier) is 33 dBW.

13. Interpretation

In this Schedule:

     (a)  "ETSI" means the European Telecommunications Standards Institute;

     (b)  "ETS" means European Telecommunications Standard;

     (c)  "EIRP" means the equivalent  isotropically radiated power. This is the
          product of the power supplied to the antenna and the antenna gain in a
          given  direction   relative  to  an  isotropic  antenna  (absolute  or
          isotropic gain);

     (d)  "ITU" means the International  Telecommunications Union, and "emission
          designation"  shall  have the  meaning  as  defined  in the ITU  Radio
          Regulations RR 4-2 and Appendix 6 Parts A & B;

     (e)  "MPT" means a MPT  technical  performance  standard  published  by the
          Radiocommunications Agency on behalf of the Secretary of State;

     (f)  "ETN" means a geographic bearing east of true north;

     (g)  "CEPT" means the European Conference of Postal and  Telecommunications
          Administrations;

     (h)  "RF" means Radio Frequency;

     (i)  "radio  fixed  access"  means the  provision of a link between a fixed
          telephone  connector  and a  telecommunications  network using a radio
          link;

     (j)  "base  station"  means  a  station  connected  to  the  Network  which
          communicates with a number of network termination  stations in a given
          locality;



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     (k)  "repeater  station"  means a station  which  communicates  information
          between a base station and network termination stations;

     (1)  "network  termination station" means a station which communicates with
          a base station.



Issued on behalf of the Secretary of State for Trade and Industry.




Robert Emson
Public Networks Section
Radiocommunications Agency





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