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[SKY LOGO]                                                    Exhibit 10.44(a)

JCL085.1m

28 July 1995

Mr Henry Emden
Assistant Director Competition Policy
Office of Fair Trading
Field House
15-25 Bream's Buildings
London
EC4A 1PR

Dear Mr Emden

Following David Chance's letter to you of July 26, 1995, I attach a draft
amendment letter (in a form agreed between Sky and Nynex) reflecting the
parties' proposals to date.

Yours sincerely



/s/ Jammes Conyers
___________________________

JAMMES CONYERS

cc: David Chance









                          British Sky Broadcasting Ltd
   Head Office and Registered Office: Grant Way, Isleworth, Middlesex TW7 5GD
               Telephone: 0171-705 3000 Facsimile: 0171-705 3030
          Registered in England No 2906997    Registered No 1-1062/46/
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Date:   [July/August] 1995

To:     NYNEX CableComms Limited

From:   British Sky Broadcasting Limited
        British Sky Broadcasting Group plc.

Dear Sirs

Amendment to Standard Cable Operator Agreement dated 4th May 1995 between the
parties referred to above and the companies whose names, and principal places of
business are set out in the first column of Exhibit A, Part 1 to that Agreement

The parties to the Agreement have agreed to amend the Agreement (such
amendments to take effect from commencement of the Agreement) as follows;
headings, page numbers and Clause numbers correspond to headings, page numbers
and Clause numbers in the Agreement:

1.   Clause 1 - Definitions - Page 6

     Add after the definition of "Public Premises Subcriber" the following
     additional definitions:

          "Qualifying Movie Programming": full length feature films:

               (i)   having (a) US and/or UK theatrical release and/or (b) a US
                     and/or UK video release; AND

               (ii)  which are available for exploitation in the Territory
                     during the UK Pay Television Window, being a period
                     immediately following the Video and/or Pay-per-View window
                     in the Territory; AND

               (iii) which have not previously been available for any form of
                     exploitation in the Territory (other than by means of
                     Pay-per-View)

               but, for the avoidance of doubt, excludes made for television
               movies which are not released theatrically either in the US or
               the UK and which are first exploited on US network television
               or UK national television prior to any video or other
               exploitation;

          "Qualifying Sports Programming rights": rights to exhibit on
          television in the Territory (whether live action or delayed) sports
          events (whether domestic or international in nature) in any of the
          following categories: Football (Soccer), Rugby Union, Rugby League,
          Golf, Cricket, Boxing, Motorsports, Wrestling, Tennis, Horse Racing,
          Basketball, Ice-Hockey, Speedway, Darts, Snooker,
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          American Football and Athletics PROVIDED THAT programming rights
          acquired prior to the date of this Agreement to televise in the
          Territory Welsh Rugby Union, Secondary rights to the Wimbledon Tennis
          Tournament, the Vauxhall Football League (as understood at the date of
          this Agreement), the Cricket World Cup 1996, such rights in such
          Speedway programming as are held by CPP-I as at the date of this
          Agreement, and such sports programming rights as are held by the MSO
          at the date of this Agreement, in each case until expiry of the
          relevant rights contract, shall not be considered Qualifying Sports
          Programming rights hereunder."

2.   Clause 2.1(b)-Page 11

     The deletion of Clauses 2.1(b)(i) and (ii) and their replacement with the
     following:

          "(aa) in the case of digital PPV Services:
     
               (i)  during the first twelve months after launch by Sky of the
                    PPV Services, the Operator agrees to carry a minimum of 50
                    digital PPV Services (or, if less, the number of PPV
                    Services offered by Sky) PROVIDED THAT in no event will the
                    Operator by obliged to utilise more than 15% of its total
                    allocated digital channel capacity (if any) in so doing; and

               (ii) during the remainder of the Term, the Operator agrees to
                    carry a minimum of 100 digital PPV Services (or, if less,
                    the number of PPV Services offered by SKY) ((i) or (ii) as
                    the case may be, being "the Minimum PPV Commitment")

     The deletion, from the following paragraph (commencing "SUBJECT ALWAYS"),
     of the words "but without prejudice to the priority afforded to Sky
     pursuant to sub-paragraphs (aa) and (bb) below".

     The addition after such paragraph, of the following:

          (bb) In the case of analogue PPV Services:

               In the event of Sky notifying the MSO prior to 30th June 1996 of
               its firm intention to launch analogue PPV Services, the MSO and
               the Operators will use all reasonable endeavours to accommodate
               the carriage of at least three of such PPV Services on the
               Operators' Cable Services within six months of receiving such
               notice, to the extent that such PPV Services comprise movies
               and/or sports programming. For the avoidance of doubt:

                    (i)  the obligation of the MSO and the Operator is subject
                         to the Operator having allocated analogue capacity on
                         its Cable Services for the purpose of offering analogue
                         PPV Services, (other than such capacity as it shall
                         have allocated to accommodate foreign language
                         Pay-per-View





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                         services); AND

                    (ii) any PPV Service of Sky so carried will, with effect
                         from its launch on the Operator's Cable Services,
                         constitute a "PPV Movie Service" or "PPV Sports
                         Service", as the case may be, under the Agreement, for
                         all purposes other than the provisions of Clause 2.1(a)
                         sub-paragraph (aa) relating to digital PPV Services."

               The deletion, on page 11, of the words from "The Operator
               recognises" to the end of Clause 2.1, and their replacement with
               the following:

               "For the avoidance of doubt, the Operator has the right but not
               the obligation, to carry the PPV Services on SMATV Systems within
               its Licensed Areas, and the provisions of sub-paragraphs (aa) and
               (bb) above shall not apply to carriage of PPV Services on such
               SMATV Systems".

3.  Clause 2.4-Page 16

          The deletion of the heading and its replacement with the words,
          "Co-operation in Programming",

          The deletion of the words, "In consideration of Sky's commitment"
          until the end of sub-paragraph (b) on page 17;

          The renumbering of sub-paragraph (c) to read sub-paragraph (a)(i); and
          the renumbering of the reference to sub-paragraph (e) in that
          paragraph to read sub-paragraph (h);

          The insertion of a new sub-paragraph (a)(ii) as follows:

               "In the event that the MSO or any Operator or any Subsidiary of
               either has the opportunity during the Term of the Agreement of
               taking a Financial Interest in a television programme service
               comprising Qualifying Movie Programming and/or Qualifying Sports
               Programming, or a Pay-per-View movies or sports service, in any
               case for distribution in the Territory ("New Service"), then the
               MSO will notify Sky of any intention to pursue such opportunity
               and if Sky notifies the MSO, within 7 days of receipt of such
               notification, of Sky's interest in such opportunity, the MSO will
               negotiate in good faith with Sky with a view to Sky taking a
               Financial Interest in such New Service at least equal to the
               Financial Interest to be taken by the MSO, the Operator or the
               respective Subsidiary (as the case may be).

               In the event of such negotiations, the MSO agrees to use best
               endeavours to agree with Sky suitable terms upon which Sky may
               participate in such New Service. If no such agreement has been
               reached within 120 days of the commencement of discussions, then
               the MSO, Operator or Subsidiary (as the case may be) may take a
               Financial Interest in such New Service without any participation
               by Sky, PROVIDED THAT the MSO will use all reasonable endeavours
               to ensure that any such New Service in which such a Financial
               Interest is taken by any of the







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     -    same is offered to Sky for DTH distribution in Sky's territory (as
          defined above) on terms consistent with sub-paragraph (b) below.

          For the avoidance of doubt, all obligations pursuant to this Clause
          2.4(a) shall cease upon expiration or earlier termination of this
          Agreement in accordance with its terms."

     The deletion of Clause 2.4(d)(i) and (ii).

     The renumbering of sub-paragraph (e) to read sub-paragraph (b), the
     deletion from such sub-paragraph of the words, "Subject to the provisions
     of Sub-Clause (f) below", and the renumbering of the reference to
     sub-paragraph (c) in such paragraph to read sub-paragraph (a).

     The deletion of sub-paragraph (f).

4.   Clause 5.3 - Page 34

     The addition at the end of this Clause of the words;

     "For the avoidance of doubt, the Operator's obligation to give equal
     prominence to the programme schedule for the Channels and the PPV Services
     is not intended to mean that, in any event, at least 51% of the physical
     space within the guide is to be devoted to publicising the Channels and the
     PPV Services."

5.   In addition to those amendments set out above, a further Clause shall be
     added as Clause 3.1(d).

     "The MSO shall have the right to elect, on behalf of all of the Operators,
     to move, once at any time during the Term, to the industry rate card then
     in force, at which point, at the option of the MSO, to be exercised in
     writing, either (i) such rate card (and any subsequent rate cards in force
     from time to time) will apply in place of Exhibit B to this Agreement, or
     (ii) this Agreement will terminate in its entirety and continued carriage
     of Sky's Channels will be in accordance with the industry rate card from
     time to time in force."

The above agreement to amend the Agreement of 30th April 1995 is conditional
upon (a) the OFT sanctioning such changes; and (b) the OFT sanctioning the
parties' proposals on the amendments to the Agreement relating to modification
of the pricing structure, such amendments to be incorporated within the
Agreement. In the event that these matters cannot be achieved, the Agreement of
30th April 1995 remains unamended.

It is the intention of the parties to be bound by the terms of this letter
agreement, which shall be construed in accordance with the laws of England and
Wales, and the parties hereby submit to the non-exclusive jurisdiction of the
English Courts.

Except as amended hereby, the Agreement remains in full force and effect.

Please signify your agreement to the terms of this letter agreement by returning
the attached
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duplicate copy duly executed on behalf of NYNEX CableComms Limited, acting for
itself and as agent for the companies set out in the first column of Exhibit A,
Part I, to the Agreement.


Yours faithfully




----------------------------------------
for and on behalf of
British Sky Broadcasting Limited




Signed by





----------------------------------------
for and on behalf of
British Sky Broadcasting Group plc



Accepted and Agreed




----------------------------------------
for and on behalf of NYNEX CableComms Limited,
for itself and as agent for the companies set out in
the first column of Exhibit A, Part I of the Agreement