Exhibit 4.43







                      THE TELEWEST LONG TERM INCENTIVE PLAN

   (as amended by the Board on 2 August 1999 and by the Shareholders on 8 June
                                      2000)















                                 CLIFFORD CHANCE
<PAGE>

                                    CONTENTS



Clause                                                                Page



1.       Definitions and interpretation.................................

2.       Allocations....................................................

3.       Issue of shares to Trustees....................................

4.       Transfer of Shares.............................................

5.       Takeover, reconstruction and winding-up........................

6.       Variation of Capital...........................................

7.       Alterations....................................................

8.       Miscellaneous..................................................

SCHEDULE









                                        i
<PAGE>

1.       Definitions and interpretation

(1)      In this Plan, unless the context otherwise requires:-

         "Allocation" means a promise to transfer shares in the Company in
         accordance with the Rules of the Plan and the term "allocated" shall be
         construed accordingly;

         "the Allocation Date" in relation to an Allocation means the date on
         which the Company makes an Allocation;

         "Allocated Shares" means any shares which are comprised in an
         Allocation under the Plan and have not been transferred, renounced or
         forfeited in accordance with the Rules of the Plan;

         "the Company" means Telewest Communications plc (registered in England
         and Wales No. 2983307);

         "Financial Year" means a financial year of the Company within the
         meaning of section 742 of the Companies Act 1985;

         "the London Stock Exchange" means London Stock Exchange Limited;

         "Participant" means a person who is given an Allocation under the Plan;

         "Participating Company" means the Company or any Subsidiary;

         "the Performance Period" in relation to an Allocation means a period of
         three years commencing on the first day of the Financial Year in which
         the Allocation Date falls;

         "the Plan" means the Telewest Long Term Incentive Plan as herein set
         out but subject to any alterations made under Rule 7 below;

         "the Remuneration Committee" means the remuneration committee of the
         board of directors of the Company;

         "Subsidiary" means a body corporate which is a subsidiary of the
         Company within the meaning of section 736 of the Companies Act 1985;

         "the Trustees" means the trustees or trustee for the time being of the
         TeleWest 1994 Employees' Share Ownership Plan Trust.

(2)      Any reference in the Plan to any enactment includes a reference to that
         enactment as from time to time modified extended or re-enacted.

2.       Allocations

(1)      Subject to sub-rules (2) and (5) below, the Company may, with the
         approval of the Remuneration Committee, make an Allocation to any
         employee of a Participating Company (including an employee who is also
         a director), and who is not within the two years immediately preceding
         the date on which he is bound to retire in accordance with the terms of


                                       1
<PAGE>

         his contract of employment, upon the terms set out in the Plan and upon
         such other terms as the Remuneration Committee may specify.

(2)      An Allocation may only be made under the Plan:-

         (a)      within the period of 6 weeks beginning with the date on which
                  the Plan is adopted by the Company or the period of 6 weeks
                  beginning with the dealing day next following the date on
                  which the Company announces its annual, half-yearly or
                  quarterly results, or at any other time when the circumstances
                  are considered by the Remuneration Committee to be
                  sufficiently exceptional to justify the grant thereof; and

         (b)      within the period of 10 years beginning with the date on which
                  the Plan is established.

(3)      No payment for an Allocation shall be made by a Participant.

(4)      The interest of a Participant in Allocated Shares:-

         (a)      shall not, except as provided in Rule 4(4) below, be capable
                  of being transferred by him, and

         (b)      shall be forfeited by him forthwith if he is adjudged
                  bankrupt.

(5)      The making of any Allocation under the Plan shall be subject to
         obtaining any approval or consent required under the provisions of the
         document "The Listing Rules" published by the London Stock Exchange, of
         the City Code on Take-Overs and Mergers, or of any regulation or
         enactment and shall be subject to any tier requirements that the
         Remuneration Committee determine are necessary or desirable to comply
         with the securities or tax laws being from time to time in force in the
         United States of America.

(6)      Unless the Remuneration Committee decides otherwise, the number of
         shares which may be allocated to any person in any Financial Year shall
         not exceed such number as has a market value equal to 100 per cent of
         his salary.

(7)      For the purposes of sub-rule (6) above:-

         (a)      the market value of the shares in respect of which an
                  Allocation is made shall, at a time when the shares in the
                  Company are listed in the London Stock Exchange Daily Official
                  List, be taken to be an amount equal to the average of the
                  closing prices of such shares (as derived from that List) on
                  the five dealing days last preceding the Allocation Date;

         (b)      a person's salary shall be taken to be his basic salary
                  (excluding benefits in kind), expressed as an annual rate,
                  payable by the Participating Companies to him as at the
                  beginning of the Financial Year in which the Allocation Date
                  falls or, if he was not then an employee of a Participating
                  Company, as at the Allocation Date.


                                       2
<PAGE>

3.       Issue of shares to Trustees

(1)      Subject to sub-rules (3) to (6) below, the Company may, with the
         approval of the Remuneration Committee:-

         (a)      grant to the Trustees an option to subscribe for shares in the
                  Company, or

         (b)      issue shares in the Company to the Trustees.

(2)      The price at which shares may be acquired by the Trustees under the
         Plan shall be determined by the Remuneration Committee before the grant
         of the option to subscribe therefor or, in the case of shares issued
         otherwise than in pursuance of an option, before the issue thereof,
         but, if shares of the same class as those shares are listed in the
         London Stock Exchange Daily Official List, shall not be less than the
         middle-market quotation of shares of that class (as derived from that
         List) on the dealing day last preceding the data of grant of the option
         or, as the case may be, the date of issue of the shares (provided that
         in the case of an option granted on 2 August 1999 to the Trustees in
         respect of Allocations made on 20 March 1998, the price at which shares
         may be acquired will be 86.3981 pence per share, in respect of
         Allocations made on 7 August 1998, the price at which shares may be
         acquired will be 164.5 pence per share, in respect of Allocations made
         on 29 September 1998, the price at which shares may be acquired will be
         137.9 pence per share, in respect of Allocations made on 20 November
         1998, the price at which shares may be acquired will be 127.8 pence per
         share and in respect of Allocations made on 21 May 1999, the price at
         which shares may be acquired will be 283.1 pence per share).

(3)      No options shall be granted, or shares issued otherwise than pursuant
         to the exercise of an option, under the Plan in any year which would,
         at the time of the grant or issue, cause the number of shares in the
         Company which shall have been or may be issued in pursuance of options
         granted in the period of 10 calendar years ending with that year, or
         shall have been issued in that period otherwise than in pursuance of
         options, under the Plan or under any other executive share scheme
         adopted by the Company to exceed such number as represents 5 per cent
         of the ordinary share capital of the Company in issue at that time.

(4)      No options shall be granted, or shares issued otherwise than pursuant
         to the exercise of an option, under the Plan in the period of 3
         calendar years beginning with the year 1997 or any successive period of
         3 years which would, at the time of the grant or issue, cause the
         number of shares in the Company which shall have been or may be issued
         in pursuance of options granted in the 3-year period in question, or
         shall have been issued in that period otherwise than in pursuance of
         options, under the Plan or under any other executive share scheme
         adopted by the Company to exceed such number as represents 3 per cent
         of the ordinary share capital of the Company in issue at that time.

(5)      No options shall be granted, or shares issued otherwise than pursuant
         to the exercise of an option, under the Plan in the period of 5
         calendar years beginning with the year 1997 or any successive period of
         5 years which would, at the time of the grant or issue, cause the
         number of shares in the Company which shall have been or may be issued
         in pursuance of options granted in that period, or shall have been
         issued in that period otherwise than in pursuance of options, under the
         Plan or under any other employees' share scheme adopted by the Company


                                       3
<PAGE>

         to exceed such number as represents 5 per cent. of the ordinary share
         capital of the Company in issue at that time.

(6)      No options shall be granted, or shares issued otherwise than pursuant
         to the exercise of an option, under the Plan in any year which would,
         at the time of the grant or issue, cause the number of shares in the
         Company which shall have been or may be issued in pursuance of options
         granted in the period of 10 calendar years ending with that year, or
         been issued in that period otherwise than in pursuance of options,
         under the Plan or under any other employees' share scheme adopted by
         the Company to exceed such number as represents 10 per cent of the
         ordinary share capital of the Company in issue at that time.

4.       Transfer of Shares

(1)      The transfer of any shares under the Plan shall be effected in such
         form and manner as the Remuneration Committee from time to time
         prescribe.

(2)      Except where Rule 5 below applies, such percentage of the Allocated
         Shares shall be transferred as the conditions in the Schedule provide
         ("the Relevant Shares").

(3)      Except where sub rules (4), (5) or (6) below or Rule 5 below applies,
         50% of the Relevant Shares shall be transferred as soon as reasonably
         practicable three years after the Allocation Date and the remaining 50%
         of the Relevant Shares shall be transferred as soon as reasonably
         practicable four years after the Allocation Date.

(4)      If any Participant dies before Allocated Shares are transferred to him
         and at a time when he is either a director or employee of a
         Participating Company or entitled to have the Allocated Shares
         transferred to him by virtue of sub-rule (5) or (6) below, then -

         (a)      the Relevant Shares shall be transferred to his personal
                  representatives, but

         (b)      if he dies before the end of the Performance Period, the
                  Relevant Shares shall not be transferred before the end of the
                  Performance Period and only such proportion of the Relevant
                  Shares may be transferred as the duration of his employment
                  bears to the whole of the Performance Period (or such other
                  proportion of the Relevant Shares as the Remuneration
                  Committee acting in its discretion decides should be
                  transferred).

(5)      If any Participant ceases to be a director or employee of a
         Participating Company by reason of injury, disability, redundancy
         (within the meaning of the Employment Rights Act 1996), or retirement
         on reaching the age at which he is bound to retire in accordance with
         the terms of his contract of employment, or by reason only that his
         office or employment is in a company which ceases to be a Participating
         Company, or relates to a business or part of a business which is
         transferred to a person who is not a Participating company, then:-

         (a)      the Relevant Shares shall be transferred to him, but

         (b)      if he so ceases before the end of the Performance Period, the
                  Relevant Shares shall not be transferred before the end of the
                  Performance Period and only such proportion of the Relevant
                  Shares may be transferred as the duration of his employment
                  bears to the whole of the Performance Period (or such other


                                       4
<PAGE>

                  proportion of the Relevant Shares as the Remuneration
                  Committee acting in its discretion decides should be
                  transferred).

(6)      If any Participant ceases to bc a director or employee of a
         Participating Company otherwise than as mentioned in sub-rule (4) or
         (5) above, no Allocated Shares shall be transferred to him at all
         unless the Remuneration Committee shall so permit, in which event such
         number of Relevant Shares may be transferred as permitted by the
         Remuneration Committee, provided that the number does not exceed such
         proportion of the Relevant Shares as the duration of his employment
         bears to the whole of the Performance Period (or such other proportion
         of the Relevant Shares as the Remuneration Committee acting in its
         discretion decides should be transferred).

(7)      A Participant shall not be treated for the purposes of sub-rules (5)
         and (6) above as ceasing to be a director or employee of a
         Participating Company until such time as he is no longer a director or
         employee of any of the Participating Companies, and a female
         Participant who ceases to be such a director or employee by reason of
         pregnancy or confinement and who exercises her right to return to work
         under the Employment Rights Act 1996 before the Allocated Shares are
         transferred to her shall be treated for those purposes as not having
         ceased to be such a director or employee.

(8)      The Company shall procure the transfer to a Participant (or a nominee
         for him) of the number of Allocated Shares to which he is entitled,
         unless:-

         (a)      the Remuneration Committee considers that the transfer thereof
                  would not be lawful in all relevant jurisdictions; or

         (b)      in a case where any company is obliged (in any jurisdiction)
                  to account for any tax and/or any social security
                  contributions recoverable from a Participant (together, the
                  "Tax Liability") for which that Participant is liable by
                  virtue of being entitled to the transfer of Allocated Shares,
                  the Company shall not be obliged to procure the transfer of
                  the shares, unless either it or the Participant's employing
                  company has received on or prior to the transfer of the
                  Allocated Shares payment from the Participant of an amount not
                  less than the Tax Liability, or that Participant has entered
                  into arrangements acceptable to the Participants employing
                  company to secure that such a payment is made (whether by
                  authorising the sale of some or all of the shares on his
                  behalf and the payment to the employing company of an amount
                  equal to the Tax Liability out of the proceeds of sale or
                  otherwise).

5.       Takeover, reconstruction and winding-up

(1)      If any person obtains control of the Company (within the meaning of
         section 840 of the Income and Corporation Taxes Act 1988) as a result
         of making a general offer to acquire shares in the Company, or having
         obtained such control makes such an offer, or if any person becomes
         bound or entitled to acquire shares in the Company under sections 428
         to 430F of the Companies Act 1985, or if under section 425 of the
         Companies Act 1985 the Court sanctions a compromise or arrangement
         proposed for the purposes of or in connection with a scheme for the
         reconstruction of the Company or its amalgamation with any other
         company or companies, or if the Company passes a resolution for


                                       5
<PAGE>

         voluntary winding up, or if an order is made for the compulsory winding
         up of the Company, the Allocated Shares shall be transferred as soon as
         practicable thereafter.

(2)      For the purposes of sub-rule (1) above, a person shall be deemed to
         have obtained control of the Company if he and others acting in concert
         with him have together obtained control of it.

6.       Variation of Capital

(1)      In the event of any increase or variation of the share capital of the
         Company (whenever effected), the Remuneration Committee may adjust the
         number of Allocated Shares as it considers appropriate.

(2)      As soon as reasonably practicable after making any adjustment under
         sub-rule (1) above, the Company shall give notice in writing thereof to
         any Participant affected thereby.

7.       Alterations

(1)      Subject to sub-rules (2) and (4) below, the Remuneration Committee may
         at any time alter any of the provisions of the Plan, or the terms of
         any Allocation made under it, in any respect.

(2)      Subject to sub-rule (3) below, no alteration to the advantage of
         Participants shall be made under sub-rule (1) above to any of Rules
         2(1), 2(6), 3(3) to 3(6) inclusive, 4, 5,6(l) and 6(2) without the
         prior approval by ordinary resolution of the members of the Company in
         general meeting.

(3)      Sub-rule (2) above shall not apply to any minor alteration to benefit
         the administration of the Plan, to take account of a change in
         legislation or to obtain or maintain favourable tax, exchange control
         or regulatory treatment for Participants or any Participating Company.

(4)      No alteration to the disadvantage of any Participant shall be made
         under sub-rule (1) above unless:-

         (a)      the Company shall have invited every such Participant to give
                  an indication as to whether or not he approves the alteration,
                  and

         (b)      the alteration is approved by a majority of those Participants
                  who have given such an indication.

(5)      As soon as reasonably practicable after making any alteration under
         sub-rule (1) above, the Company shall give notice in writing thereof to
         any Participant affected thereby.

8.       Miscellaneous

(1)      The rights and obligations of any individual under the terms of his
         office or employment with any Participating Company shall not be
         affected by his participation in the Plan or any right which he may
         have to participate therein, and an individual who participates therein
         shall waive any and all rights to compensation or damages in
         consequence of the termination of his office or employment for any
         reason whatsoever insofar as those rights arise or may arise from his


                                       6
<PAGE>

         ceasing to have rights under any Allocation under the Plan as a result
         of such termination.

(2)      In the event of any dispute or disagreement as to the interpretation of
         the Plan, or as to any question or right arising from or related to the
         Plan, the decision of the Remuneration Committee shall be final and
         binding upon all persons.

(3)      The Company and any Subsidiary may provide money to the trustees of any
         trust or any other person to enable them or him to acquire shares to be
         held for the purposes of the Plan, or enter into any guarantee or
         indemnity for those purposes, to the extent permitted by section 153(4)
         of the Companies Act 1985 and, where applicable, section 154 of that
         Act.

(4)      Where an Allocation is granted under the Plan to a person who is not
         chargeable to tax under Case I of Schedule E in respect of the office
         or employment by virtue of which it is granted to him, the provisions
         of the Plan shall apply thereto subject to such alterations or
         additions as the Remuneration Committee shall before the grant thereof
         have determined having regard to any securities, exchange control or
         taxation laws or regulations or similar factors which may have
         application to him or to any Participating Company in relation to the
         Allocation.

(5)      Any notice or other communication under or in connection with the Plan
         may be given by personal delivery or by sending the same by post, in
         the case of a company to its registered office, and in the case of an
         individual to his last known address, or, where he is a director or
         employee of a Participating Company, either to his last known address
         or to the address of the place of business at which be performs the
         whole or substantially the whole of the duties of his office or
         employment, and where a notice or other communication is given by
         first-class post, it shall be deemed to have been received 48 hours
         after it was put into the post properly addressed and stamped

(6)      The rules of the Plan and the rights and obligations of any person
         thereunder shall be governed by and construed in accordance with the
         law of England.


                                       7
<PAGE>

                                    SCHEDULE
PART A

1.       For the purposes of the Schedule:-

         (a)      "TSR" means total shareholder return, calculated by Datastream
                  after:-

                  (i)      reinvesting dividends (plus associated tax credits)
                           on a company's shares on the day on which the shares
                           went ex-dividend on the London Stock Exchange;

                  (ii)     making such adjustments to take account of any
                           increase or variation of the share capital of a
                           company as the Remuneration Committee considers
                           relevant; and

                  (iii)    averaging the index of closing share prices and
                           reinvested dividends for the period of three months
                           preceding the Performance Period and averaging the
                           index of closing share prices and reinvested
                           dividends for the final three months of the
                           Performance Period.

         (b)      "the FT-SE 100 Index" means the Financial Times - Stock
                  Exchange index of the market values of 100 leading UK
                  equities;

         (c)      "the Comparator Companies" means the group of companies set
                  out in Part B of the Schedule (or such other such group of
                  companies as the Board may decide from time to time before an
                  Allocation is made, taking into account any factors considered
                  by the Board to be relevant);

         (d)      "the Relevant FT-SE 100 Companies" means the companies which
                  were the constituent companies for the purposes of the FT-SE
                  100 Index at the commencement of the Performance Period in
                  question and, if it was not such a company, the Company;

         (e)      "the Relevant Comparator Companies" means the Company and the
                  Comparator Companies which were listed on the London Stock
                  Exchange at the commencement of the Performance Period in
                  question

         (f)      any reference to the Company's position is a reference to what
                  would be its position in a table of the Relevant FT-SE 100
                  Companies or a table of the Relevant Comparator Companies
                  arranged in descending order according to the TSR of each of
                  them for the Performance Period.

         (g)      in the event that one of the Relevant FT-SE 100 Companies or
                  one of the Relevant Comparator Companies is taken over, the
                  TSR of that company shall be calculated up to the date of
                  change of control (within the meaning of section 840 of the
                  Income and Corporation Taxes Act 1988) of that company on the
                  basis that:-



                                       8
<PAGE>

                  (i)      if the takeover is on terms that an offer wholly or
                           partly in cash is made to shareholders, that cash is
                           assumed to have been reinvested in the FT-SE 100
                           Index for the balance of the Performance Period;

                  (ii)     if the takeover is on terms that it is compulsory for
                           part or all of the offer to be satisfied in the form
                           of shares, those shares are assumed to be held until
                           the end of the Performance Period,

         (h)      in the event of a demerger of one of the Relevant FT-SE 100
                  Companies or one of the Relevant Comparator Companies into two
                  or more companies quoted on a recognised stock exchange
                  (within the meaning of that term as set out in section 841 of
                  the Income and Corporation Taxes Act 1988), the TSR of the
                  relevant company will be calculated by aggregating the total
                  shareholder return of the demerged company or companies and
                  the company from which it or they demerged for the part of the
                  Performance Period following the demerger becoming effective.

2.       If one of the events specified in Rule 5(1) occurs, for the purposes of
         the calculation of TSR the middle-market quotation of the Relevant
         FT-SE 100 Companies or the Relevant Comparator Companies on such date
         shall be taken as the final share price of such companies (and the
         final share price shall not be averaged) and the final share price of
         the Company shall be taken as the most valuable option offered to
         shareholders in the Company as at the date of such event.

3.       The percentage of the Allocated Shares to be transferred, when TSR is
         measured against the Relevant FT-SE 100 Companies, is as follows:-

         (a)      50% of the Allocated Shares if the Company is in the 25th (or
                  a higher) position;

         (b)      12 1/2% of the Allocated Shares if the Company is in the 50th
                  position;

         (c)      0% of the Allocated Shares if the Company is in the 51st (or a
                  lower) position;

and pro rata for positions between those specified at (a) and (b) above.

4.       The percentage of the Allocated Shares to be transferred, when TSR is
         measured against the Relevant Comparator Companies, is as follows:-

         (a)      50% of the Allocated Shares if the Company has an upper
                  quartile position;

         (b)      12 1/2% of the Allocated Shares if the Company is at the
                  median position (or if there is no median position, the
                  position immediately above the median position);

         (c)      0% of the Allocated Shares if the Company is below the median
                  position;

and pro rata for positions between those specified at (a) and (b) above.

5.       The Remuneration Committee may make such adjustments to the method of
         calculating TSR or any other feature of the Schedule as it considers
         appropriate to ensure that the condition in the Schedule achieves its
         original purpose.


                                       9
<PAGE>

PART B

List of Comparator Companies as approved by the Remuneration Committee on 8
February 2000 applying to Performance Periods commencing 2000 and allocations
made during 2000 and onwards

British Sky Broadcasting Group plc

British Telecommunications plc

Cable and Wireless plc

Carlton Communications plc

Colt Telecom Group plc

Energis plc

Granada Group plc

NTL Incorporated

Pearson plc

Vodafone Airtouch plc











                                       10