Exhibit 14.1

CODE OF ETHICS FOR  PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS  OF NTL INCORPORATED

This Code of Ethics (the "Code of Ethics") applies to the principal executive officer, the principal financial officer, the principal accounting officer or
controller of NTL Incorporated (the "Company"), or other persons performing similar functions for the Company, and to the finance director of NTL Group Limited, a wholly owned subsidiary of the
Company (collectively, the "Senior Officers"), and sets forth specific policies to guide you in the performance of your duties.

The
Company's Code of Conduct (the "Code of Conduct"), which this Code of Ethics is intended to supplement, sets forth fundamental principles and key policies and procedures that govern
the conduct of all of us in our business. You are bound by the requirements and standards set forth in the Company's Code of Conduct, as well as those set forth in this Code of Ethics and other
applicable policies, procedures, and guidelines provided by the Company to employees.

Compliance with Law, Rules and Regulations

The Company is committed to conducting its business in accordance with all applicable laws, rules and regulations and in accordance with high standards of
business ethics. The Company is likewise committed to full and accurate financial disclosure in compliance with all applicable laws, rules and regulations and to maintaining its books and records in
accordance with applicable accounting policies, laws, rules and regulations.

As
a Senior Officer, you must comply with applicable laws and regulations, and you also have a responsibility to conduct yourself in an honest and ethical manner. You have leadership
responsibilities that include creating a culture of high ethical standards and commitment to compliance, maintaining a work environment that encourages employees to raise concerns, and promptly
addressing employee compliance concerns.

If
a law conflicts with a policy of this Code of Ethics, you must comply with the law; however, if a local custom or policy conflicts with this Code of Ethics, you must comply with this
Code of Ethics.

Conflicts of Interest

A conflict of interest occurs when your private interests interfere in any material wayor even appear to interferewith the interests of
the Company as a whole. You must conduct the Company's business in an honest and ethical manner, including the ethical handling or avoidance of actual or apparent conflicts of interest between
personal and professional relationships, and never act in a manner that could cause you to lose your independence and objectivity or that could adversely affect the confidence of our customers and
suppliers or your fellow employees in the integrity of the Company or its procedures.

Although
we cannot list every conceivable conflict, you must disclose any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest to
the Company's General Counsel or a member of the Audit Committee of the Board of Directors (the "Audit Committee") for proper approval or resolution. The following are some common examples that
illustrate actual or apparent conflicts of interest to be avoided:





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At
least once per year, the Company will distribute a conflict of interest questionnaire to you. You must answer all questions fully and accurately and must certify as to the accuracy of
the information given.

Responses
to the conflict of interest questionnaire will be reviewed by the Company's General Counsel, who will collect any additional information or documentation needed or helpful, to
determine whether actual or potential conflicts exist, and whether a resolution or mitigation plan is required to address such actual or potential conflicts.

The
Company's General Counsel will then classify questionnaire responses into appropriate categories and will submit the completed conflict of interest questionnaires to the Audit
Committee with recommendations of any specific mitigation plans needed to address in an ethical manner identified conflicts or potential conflicts.

Insider Trading

As a Senior Officer, you have access to non-public information regarding the Company and other entities and are not permitted to use or share that
information for purposes of trading securities of the Company or such other entity or for any other purpose except the conduct of our business. To use non-public information for personal
financial benefit or to "tip" others who might make an investment decision on the basis of this information is unethical and illegal. If you have any questions, please consult the General Counsel of
the Company.

Disclosures

As a public company, the Company is required to file various periodic reports with the Securities and Exchange Commission. It is Company policy to make full,
fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and
Exchange Commission and in all other public communications made by the Company.

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Reporting of Violations of Code of Ethics

If you have questions about this Code of Ethics or are in doubt about the best course of action in a particular situation, you should seek guidance from the
Company's General Counsel or any member of the Audit Committee. If you know of or suspect a violation of applicable laws or regulations or this Code of Ethics, you must immediately report that
information to the Company's General Counsel or a member of the Audit Committee. Failure to report a suspected violation of this Code of Ethics is itself a violation of this Code of Ethics. No one will be subject to
retaliation because of a good faith report of suspected misconduct.

Accountability

All reported violations will be promptly investigated and treated confidentially to the greatest extent possible. The Company intends to use every reasonable
effort to prevent the occurrence of conduct not in compliance with this Code of Ethics and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Senior Officers
who violate this Code of Ethics and/or other Company policies and procedures will be subject to disciplinary actions, up to and including suspension or discharge.

In
addition, disciplinary measures, up to and including suspension or discharge, will be taken against any Senior Officer who directs or approves infractions or has knowledge of them and
does not promptly report and correct them in accordance with Company policies.

Changes to or Waivers of the Code of Ethics

If you would like to seek a waiver of the Code of Ethics you must make full disclosure of your particular circumstances to the Audit Committee. The Company will
waive application of the policies set forth in this Code of Ethics only when circumstances warrant granting a waiver, and then only in conjunction with any appropriate monitoring of the particular
situation. Changes to or waivers from this Code of Ethics may be made only by the Board of Directors or the Audit Committee and will be promptly disclosed as required by applicable law, rules and
regulations.

No Rights Created

This Code of Ethics is not intended to and does not constitute an employment contract or assurance of continued employment and does not creates any rights in any
Senior Officer, employee, customer, supplier, competitor, stockholder of the Company or any other person or entity.

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ACKNOWLEDGMENT FORM

I have received and read the Code of Ethics for Principal Executive and Senior Financial Officers (the "Code of Ethics") of NTL Incorporated (the "Company"), and
I understand its contents. I agree to comply fully with the standards contained in the Code of Ethics and the Company's related policies and procedures. I understand that I have an obligation to
report to the Company's General Counsel or any member of the Audit Committee any suspected violations of the Code of Ethics that I am aware of. I acknowledge that the Code of Ethics is a statement of
policies for business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment.

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