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                                                               EXHIBIT 10.17(b)



SECOND
VARIATION
AGREEMENT


between

NYNEX CABLECOMMS LIMITED


and

JOHN F. KILLIAN


and

NYNEX CABLECOMMS GROUP PLC and
NYNEX CABLECOMMS GROUP INC.


DATED 1 October, 1996
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THIS AGREEMENT is made the first day of October, 1996

BETWEEN:

(1)  NYNEX CableComms Limited (registered in England, No. 2664006) whose
     registered office is at The Tolworth Tower, Ewell Road, Surbiton, 
     Surrey KT6 7ED (the "Company");

(2)  John F. Killian of Five Anchors, 21 Eriswell Crescent, Burwood Park, Walton
     on Thames, Surrey KT12 5DS (the "Executive"); and

(3)  NYNEX CableComms Group PLC (registered in England, No. 3024703) whose
     registered office is at The Tolworth Tower, Ewell Road, Surbiton, Surrey
     KT6 7ED ("UK CableComms") and NYNEX CableComms Group Inc., a corporation
     incorporated under the laws of the State of Delaware, United States of
     America  ("US CableComms") whose principal place of business is The
     Tolworth Tower, aforesaid.

WHEREAS

(1)  The Executive is employed by the Company pursuant to an agreement between
     the parties hereto dated 15 May 1995, and modified by the Variation
     Agreement dated 7 December 1995 (the "Contract of Employment"); and

(2)  The parties hereto wish to vary the terms of the Contract of Employment, 


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IT IS HEREBY AGREED as follows:

1.   Effective 1 October, 1996, Clause 5(C) shall be modified to provide that
the Executive shall participate in the following additional Senior Management
Program:

     NYNEX 1987 Restricted Stock Award Plan.

2.   Effective 1 October, 1996 the first sentence of Clause 11(B) shall be
modified to read as follows:

     (B)  The Company may if it so decides terminate this Agreement by paying to
          the Executive the Clause 18 Severance Amount and by allowing the
          Executive to retain such rights (if any) as he has to acquire stock
          pursuant to Clause 6, in lieu of the unexpired proportion of the fixed
          term or notice entitlement (as specified in Clause 2).

3.  Effective 1 October, 1996, Clause 11(C) shall be modified to read as
follows:

     (C)  Should it so require the Company may instruct the Executive to remain
          away from work during the remainder of the fixed term or the notice
          period (as specified in Clause 2), as appropriate, in which case (and
          whether it is the Executive or the Company, as appropriate, which has
          given notice) the Executive will be required to comply with any
          conditions laid down by the Company  


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          and whilst on full pay and benefits hereunder during that time the
          Executive will not be permitted to work for any other person firm
          client corporation or on the Executive's own behalf without the
          Company's prior written permission and provided further that, if the
          Executive is entitled to the Clause 18 Severance Amount upon
          termination of his employment, the Company shall pay such amount to
          the Executive at the end of the fixed term or notice period, as
          appropriate.

1.   Effective 1 October, 1996, a new Clause 18 is added to read as follows:

18.  SEVERANCE

     (A)  Subject to the provisions of sub-clauses (C), (D), (E), (F), and (G)
          below, the Executive (or his heirs, as the case may be) shall be
          entitled to the amount described in sub-clause (B) below in the event
          that:

          (i)  The Executive voluntarily separates from employment with the
               Company with the consent of the Remuneration Committee of each of
               UK CableComms and US CableComms (for purposes of this Clause 18,
               collectively, the "Remuneration Committee");

          (ii) The Executive's employment is terminated by the Company during
               the initial fixed term or is thereafter terminated by the Company
               by Notice pursuant to Clause 2(B);


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     (iii)  The Executive dies; or

     (iv)   The Executive becomes disabled as defined in the NYNEX Senior
            Management Long Term Disability and Survivor Protection Plan (the
            "LTD Plan") and remains disabled for a period described in
            paragraph 1(b) of section 2 of the LTD Plan.

(B)  The Executive (or his heirs, as the case may be) shall be entitled to the
     sum of (i) and (ii) as follows:

     (i)    The monetary value of the Retention Award (as defined in the Second
            Amendment to Assignment Letter between NYNEX Corporation, NYNEX
            Worldwide Services Group, Inc. and the Executive, dated October 1,
            1996) granted to the Executive under the NYNEX 1987 Restricted Stock
            Award Plan. Such value shall be determined as of the Executive's
            last day of employment, and shall be the mean between the high and
            low sale prices of the shares which comprise the Retention Award as
            quoted by the New York Stock Exchange - Composite Transactions
            listing for the last day of employment, or such other appropriate
            measurement of fair market value as the Remuneration Committee shall
            select. If the last day of employment is a non-trading day, 
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            then the high and low sale prices for the last trading day prior to
            such date shall be used.

     (ii)   The balance on the Executive's last day of employment in the
            Executive's phantom Global Balanced Fund Account, as defined by the
            Remuneration Committee, but in no event shall this balance be less
            than the amount specified for the Executive as of 1 October, 1996,
            which amount is $225,000.

     The sum of (i) and (ii) above shall be referred to herein as the "Clause
     18 Severance Amount."

(C)  Notwithstanding any other provisions hereof, the Clause 18 Severance
     Amount shall not be payable if:

     (i)    The Executive voluntarily separates from service with the Company
            without the consent of the Remuneration Committee;

     (ii)   The Executive's employment with the Company is terminated pursuant
            to Clause 11(A);

     (iii)  The Executive is employed by or offered employment by NYNEX
            Corporation, any NYNEX Group company, any Group Company, or any
            successor to any of such 
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            companies within sixty days of the date the Executive terminates
            employment with the Company;

     (iv)   The Executive is terminated by the Company as a consequence of the
            sale or transfer to another party of the stock or assets of the
            Company or any affiliate of the Company under circumstances where
            the Executive is hired or offered employment by the purchaser or
            transferee or its affiliates, successor or assignees within sixty
            days of the date the Executive is terminated by the Company.

(D)  The Executive shall receive the Clause 18 Severance Amount only if he (or
     his heirs, as the case may be) signs and delivers to the Company a release
     substantially in the form attached as Exhibit A (with local law revisions,
     if any, as may be reasonably required by the Company).

(E)  In the event that the Executive becomes disabled as described in Clause
     18(A)(iv) above, he shall only be entitled to the Clause 18 Severance
     Amount at the expiration of the period described in paragraph 1(b) of
     Section 2 of the LTD Plan.

(F)  If the Executive is employed by or offered employment by NYNEX Corporation,
     any NYNEX Group company, any 
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            Group Company or any successor to any of such entities within the
            first year following the termination of the Executive's employment
            with the Company, a pro rata share of the Clause 18 Severance Amount
            shall be repaid by the Executive to the Company.

     (G)    Notwithstanding any other provisions hereof, the terms of Exhibit B
            shall apply to all payments under this Agreement.

6.   Save as varied herein, the provisions of the Contract of Employment shall
     continue in full force and effect.

AS WITNESS this Agreement has been signed on the date written above.


SIGNED AND DELIVERED            )      /s/ Paul Repp
AS A DEED by the                )
Company                         )

SIGNED AND DELIVERED            )      /s/ John F. Killian
AS A DEED BY JOHN F.            )
KILLIAN in the presence         )
of:                             )

SIGNED AND DELIVERED            )
AS A DEED BY UK CABLECOMMS      )      /s/ Richard W. Blackburn
and by US CABLECOMMS            )      /s/ Richard W. Blackburn
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                                   EXHIBIT A

                       SEPARATION AGREEMENT AND RELEASE

In consideration of the fact that I, _____________________________ (the
employee), have voluntarily and of my own free will, elected to resign and
accept a payment ("Severance Payment") in the amount of ____________, and that
NYNEX Corporation, or its subsidiaries and affiliates (hereinafter "NYNEX
Corporation" or "the Company") has agreed to pay me the above amount, I
acknowledge and agree to the following:

1.   I understand that as of _____________________________ my employment with
     _____________________________________ (the Company) will cease.

2.   I understand that the Severance Payment is being paid as consideration for
     my signing this Separation Agreement and Release and that these are
     benefits to which I would not otherwise have been entitled had I not signed
     this Separation Agreement and Release.

3.   I also understand that, pursuant to the Older Workers Benefit Protection
     Act of 1990, I have the right to consult with an attorney before signing
     this Separation Agreement and Release, I have 21 days to consider the
     Release before signing it, and I may revoke the Release within 7 calendar
     days after signing it.

4.   I realize that there are various State and Federal laws that govern my
     employment relationship with the Company and/or prohibit employment
     discrimination on the basis of age, color, race, gender, sexual
     preference/orientation, marital status, national origin, mental or physical
     disability, religious affiliation or veteran status and that these laws are
     enforced through the courts and agencies such as the Equal Employment
     Opportunity Commission, Department of Labor and State Human Rights
     Agencies. Such laws include, but are not limited to, Title VII of the Civil
     Rights Act of 1964, as amended, the Age Discrimination in Employment Act of
     1967, as amended, the Employee Retirement Income Security Act of 1974, as
     amended, and the Americans with Disabilities Act of 1990. In consideration
     of the Severance Payment provided for in this Agreement, I intend to give
     up any rights I may have under these or any other laws or agreements with
     respect to my employment and termination of employment at the Company and
     acknowledge that the Company (including NYNEX Corporation, its subsidiaries
     and affiliates) has not (a) discriminated against me, (b) breached any
     express or implied contract with me, or (c) otherwise 

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     acted unlawfully toward me.

5.   Subject to paragraph 6 herein, on behalf of myself, my heirs, executors,
     administrators, successors and assigns, I release and discharge NYNEX
     Corporation, its successors, assigns, subsidiaries, affiliates, directors,
     officers, representatives, agents and employees and the fiduciaries of any
     employee benefit plan maintained by any of the foregoing ("Releasees") from
     any and all claims, including claims for attorney's and experts' fees and
     costs, charges, actions and causes of action with respect to, or arising
     out of, my employment or termination of employment with the Company. This
     includes, but is not limited to, claims arising under contract, federal,
     state, or local laws prohibiting age, color, race, gender, sexual
     preference/orientation, marital status, national origin, mental or physical
     disability, religious affiliation or veteran status or any other forms of
     discrimination or claims growing out of the Company's termination of its
     employees. With respect to any charges that have been or may be filed
     concerning events or actions relating to my employment or the termination
     of my employment and which occurred on or before the date of this
     agreement, I additionally waive and release any right I may have to recover
     in any lawsuit or proceeding brought by me, an administrative agency, or
     any other person on my behalf or which includes me in any class. If I
     breach this paragraph, I understand that I will be liable for all expenses,
     including costs and reasonable attorney's fees, incurred by any Releasee in
     defending the lawsuit or charge of discrimination, regardless of the
     outcome. I agree to pay such expenses within thirty (30) calendar days of
     written demand. This paragraph is not intended to limit me from instituting
     legal action for the sole purpose of enforcing this Agreement.

6.   I understand that this Separation Agreement and Release in no way affects
     any rights I may have for benefits under the NYNEX Corporation Management
     Pension Plan or any other applicable NYNEX Corporation benefit plan.

7.   In accordance with my existing and continuing obligations to the Company, I
     have returned or will immediately return to the Company, on or before my
     termination date, all Company property, including, but not limited to,
     files, records, computer access codes, computer programs, instruction
     manuals, business plans, and other property which I prepared or helped to
     prepare or which came into my possession in connection with my employment
     with the Company.


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8.   I affirm my obligation to keep all proprietary Company information
     confidential and not to disclose it to any third party in the future. I
     understand that the term "proprietary Company information" includes, but
     is not limited to, technical, marketing, business, financial or other
     information which constitutes trade secret information or information not
     available to competitors of the Company, the use or disclosure of which
     might reasonably be construed to be contrary to the interest of the Company
     or its subsidiaries or affiliates. I understand that this paragraph does
     not prevent me from talking with any regulatory or law enforcement
     agencies.

9.   The construction, interpretation and performance of this Agreement shall 
     be governed by the laws of [        ].

10.  In the event that any one or more of the provisions contained in this
     Agreement shall for any reason be held to be unenforceable in any respect
     under the law of any state or of the United States of America, such
     unenforceability shall not affect any other provisions of this Separation
     Agreement and Release, but, with respect only to that jurisdiction holding
     the provision to be unenforceable, this Separation Agreement and Release
     shall then be construed as if such unenforceable provision or provisions
     had never been contained herein.

11.  This Separation Agreement and Release contains the entire agreement between
     the Company and me and fully supersedes any and all prior agreements or
     understandings pertaining to the subject matter hereof. I represent and
     acknowledge that in executing this Separation Agreement and Release I have
     not relied upon any representation or statement not set forth herein made
     by any of the Releasees or by any of the Releasee's agents, representatives
     or attorneys with regard to the subject matter of this Separation Agreement
     and Release.

BY SIGNING THIS SEPARATION AGREEMENT AND RELEASE, I STATE THAT: I HAVE READ IT; 
I UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I AGREE WITH 
EVERYTHING IN IT; I AM AWARE OF MY RIGHT TO CONSULT AN ATTORNEY BEFORE SIGNING 
IT; AND I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.
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_______________________________________
Date




_______________________________________
Employee Signature




_______________________________________
Employee Name Printed






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                                   EXHIBIT B

                              Golden Parachute Cap

     (1) Notwithstanding anything to the contrary contained herein, in the event
that any payment received or to be received by the Executive under this
Agreement (the "Contract Payment") would, in the opinion of independent tax
counsel selected by the Company and reasonably acceptable to the Executive
("Tax Counsel"), be subject to the excise tax (the "Excise Tax") imposed by
Section 4999 of the Code (in whole or part), the Contract Payment shall be
reduced (but not below zero) until no portion of such payments would be subject
to the Excise Tax. For purposes of this limitation, (i) no portion of such
payments the receipt or employment of which the Executive shall have effectively
waived in writing shall be taken into account, (ii) only the portion of such
payments which in the opinion of Tax Counsel constitute a "parachute payment"
within the meaning of Section 280G(b)(2) of the code shall be taken into
account, (iii) such payments shall be reduced only to the extent necessary so
that such payments would not be subject to the Excise Tax, in the opinion of Tax
Counsel and (iv) the value of any noncash benefit or any deferred payment or
benefit included in such payments shall be determined in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code. The Executive shall be
entitled, at any time by written notice to the Company, to reduce the amount of
any Contract Payment otherwise payable to him, and to select from among such
payments those to be so reduced.

     (2)(i) If it is established pursuant to an opinion of Tax Counsel or a
final determination of a court or an Internal Revenue Service proceeding that,
notwithstanding the good faith of the Executive and the Company in applying the
terms of Section (1) hereof, any Contract Payment paid to the Executive or for
his benefit exceeded the limitation contained in Section (1) hereof, then he
shall pay to the Company, within five days of receipt of notice of such final
determination or opinion, an amount equal to the sum of (A) the excess of the
payments paid to him or for his benefit over the maximum payments that should
have been paid to or for his benefit taking into account the limitations
contained in Section (1) hereof and (B) interest on the amount set forth in
clause (A) of this sentence at the applicable federal rate (as defined in
Section 1274(d) of the Code) from the date of his receipt of such excess until
the date of such payment; provided, however, that he shall not be required to
make any payment to the Company pursuant to this Section (2)(i) if such final
determination requires the payment by him of an Excise Tax by reason of any
Contract Payment or portion thereof.

     (ii) If it is established pursuant to an opinion of Tax Counsel or a final
determination of a court or an Internal Revenue Service proceeding that,
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notwithstanding the good faith of the Executive and the Company in applying the
terms of Section (1) hereof, any Contract Payment paid to him or for his
benefit was in an amount less than the maximum Contract Payment which could be
payable to him without such payments being subject to the Excise Tax, then the
Company shall pay to him, within five days of receipt of notice of such final
determination or opinion, an amount equal to the sum of (A) the excess, if any,
of the payments that should have been paid to him or for his benefit over the
payments paid to or for his benefit and (B) interest on the amount set forth in
clause (A) of this sentence at the applicable federal rate (as defined in
Section 1274(d) of the Code) from the date of his non-receipt of such excess
until the date of such payment.

     (3) The Company shall pay the Contract Payment at such times as set forth
in the applicable paragraph hereof; provided, however, that if the Company in
good faith believes that any such payments shall be reduced under the provisions
of Section (1) hereof, the Company shall pay to the Executive at such time a
good faith estimate of the reduced payments, the computation of which shall be
given to him in writing together with a written explanation of the basis for
making such adjustment. The Company shall, within thirty days of the otherwise
applicable payment date, either (i) pay to the Executive the balance of the
payments together with interest thereon at the applicable federal rate (as
defined in Section 1274(d) of the Code) or (ii) deliver to him a copy of the
opinion of Tax Counsel referred to in Section (1) hereof, as applicable,
establishing the amount of the reduced payments over the estimate previously
paid on account thereof, together with interest thereon at the applicable
federal rate (as defined in Section 1274(d) of the Code).
 
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