Exhibit 4.3

TELEWEST COMMUNICATIONS PLC

TELEWEST FINANCE (JERSEY) LIMITED

VOTING AGREEMENT

This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this "Agreement") is entered into by
(i) Telewest Communications plc ("Telewest" or the "Company"), (ii) Telewest Finance (Jersey) Limited ("Telewest Jersey") and (iii) the undersigned noteholder (the "Consenting
Noteholder"), which is a beneficial owner of, or has the right to vote and direct the disposition of, certain high yield notes issued under one or more of (a) the Indenture dated as of
October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 9.625% Senior Debentures due 2006 of Telewest; (b) the Indenture dated as of February 19, 1999
between Telewest and The Bank of New York as trustee relating to the 5.25% Senior Convertible Notes due 2007 of Telewest; (c) the Indenture dated as of October 3, 1995 between Telewest
and The Bank of New York as trustee relating to the 11% Senior Discount Debentures due 2007 of Telewest; (d) the Indenture dated as of November 9, 1998 between Telewest and The Bank of
New York as trustee relating to the 11.25% Senior Notes due 2008 of Telewest; (e) the Indenture dated as of April 15, 1999 between Telewest and The Bank of New York as trustee relating
to the 9.25% Dollar Senior Discount Notes due 2009 and the 9.875% Sterling Senior Discount Notes due 2009 of Telewest; (f) the Indenture dated as of January 25, 2000 between Telewest and
The Bank of New York as trustee relating to the 9.875% Dollar Senior Notes due 2010, the 11.375% Dollar Senior Discount Notes due 2010 and the 9.875% Sterling Senior Notes due 2010 of Telewest, and
(g) the Indenture dated as of 7 July 2000 between Telewest Jersey (as issuer), Telewest (as guarantor) and The Bank of New York as trustee relating to the 6% Senior Convertible Notes due
2005 of Telewest Jersey and, in each case, as thereafter amended and supplemented from time to time, as the case may be (together the "Indentures"), and the 5% Accreting Convertible Notes due 2003
originally issued to Deutsche Telekom (the "Eurobell Notes" and together with the notes issued pursuant to the Indentures, the "Notes") in connection with a proposed financial restructuring of the
Company and Telewest Jersey, the principal terms of which are described in Appendix 1 attached hereto (the "Financial Restructuring").

This
Agreement is also entered into pursuant to the term sheet dated 14 August 2003 (the "Term Sheet") entered into by the Company, Telewest Jersey, various consenting
noteholders, Liberty Media Corporation ("Liberty") and IDT Corporation ("IDT") relating to the Financial Restructuring.

The
Financial Restructuring is to be implemented through (i) the completion of the proceedings and actions referred to in this Agreement and any proceeding or arrangement that the
Company, Telewest Jersey, each of the noteholders who are signatories to the Term Sheet (the "Specified Noteholder Group") and Liberty may agree in writing to be necessary under English, Jersey and
U.S. law (collectively, the "Proceedings"), which includes the following: a scheme of arrangement of the Company (the "Plc Scheme") under section 425 of the Companies Act 1985, as amended (the
"1985 Act"); a scheme of arrangement of Telewest Jersey (the "Jersey Scheme") under section 425 of the 1985 Act and section 125 of the Companies (Jersey) Law 1991, as amended; a
concurrent proceeding pursuant to Chapter 11 of the U.S. Bankruptcy Code (if necessary); and ancillary proceedings in respect of the Plc Scheme and/or the Jersey Scheme pursuant to Section 304
of the U.S. Bankruptcy Code (the "Section 304 Proceedings"); and (ii) the following related steps:



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Following
the Financial Restructuring there shall be a shareholders' voluntary liquidation of Telewest which shall commence on the passing of the shareholder resolutions specified in
Appendix 1 (the "Liquidation Resolutions").

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In
consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, Telewest Jersey and the Consenting Noteholder (collectively, the "Parties"), intending to be legally bound, agree as follows:

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date set forth below.

|Dated:                        2003 |  |                                    |  |        |  | 
|---------------------------------- |  | ---------------------------------- |  | ------ |  | 
|                                   |  | TELEWEST COMMUNICATIONS PLC       
|                                   |  | By:                                |  |       
|                                   |  |                                    |  | Name:  |  | 
|                                   |  |                                    |  | Title: |  | 
|                                   |  | TELEWEST FINANCE (JERSEY) LIMITED,
|                                   |  | By:                                |  |       
|                                   |  |                                    |  | Name:  |  | 
|                                   |  |                                    |  | Title: |  | 
|                                   |  | CONSENTING NOTEHOLDER             
|                                   |  | FIDELITY MANAGEMENT & RESEARCH CO.
|                                   |  | By:                                |  |       
|                                   |  |                                    |  | Name:  |  | 
|                                   |  |                                    |  | Title: |  | 

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|Tick box of series of Notes owned:                                                                                          |  | Insert principal amount of Notes of each series owned:
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------
|$300,000,000 aggregate principal amount of 9.625% Senior Debentures due 2006 issued by Telewest                             |  |                                                       
|$1,536,413,000 aggregate principal amount of 11% Senior Discount Debentures due 2007 issued by Telewest                     |  |                                                       
|$350,000,000 aggregate principal amount of 11.25% Senior Notes due 2008 issued by Telewest                                  |  |                                                       
|£299,500,000 aggregate principal amount of 5.25% Senior Convertible Notes due 2007 issued by Telewest                       |  |                                                       
|£325,000,000 aggregate principal amount of 9.875% Senior Discount Notes due 2009 issued by Telewest                         |  |                                                       
|$500,000,000 aggregate principal amount of 9.25% Senior Discount Notes due 2009 issued by Telewest                          |  |                                                       
|$450,000,000 aggregate principal amount of 11.375% Senior Discount Notes due 2010 issued by Telewest                        |  |                                                       
|£180,000,000 aggregate principal amount of 9.875% Senior Notes due 2010 issued by Telewest                                  |  |                                                       
|$350,000,000 aggregate principal amount of 9.875% Senior Notes due 2010 issued by Telewest                                  |  |                                                       
|$500,000,000 aggregate principal amount of 6% Senior Convertible Notes due 2005 issued by Telewest Finance (Jersey) Limited |  |                                                       
|£220,000,000 5% Accreting Notes due 2003 issued by Telewest                                                                 |  |                                                       
|£30,000,000 5% Accreting Notes due 2003 issued by Telewest                                                                  |  |                                                       
|£3,500,000 5% Accreting Notes due 2003 issued by Telewest                                                                   |  |                                                       

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Appendix 1

Principal terms of Financial Restructuring

|Telewest Liabilities: |  | All liabilities of the Company at the Effective Date arising directly, or indirectly, in relation to, or arising out of or in connection with:                                                                                                                                                                                                                            
|--------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | (a)                                                                                                                                                                                                                                                                                                                                                                       
|                      |  | (b)                                                                                                                                                                                                                                                                                                                                                                       
|                      |  | (c)                                                                                                                                                                                                                                                                                                                                                                       
|                      |  | (d)                                                                                                                                                                                                                                                                                                                                                                       
|                      |  | (e)                                                                                                                                                                                                                                                                                                                                                                       
|                      |  | including any liability of the Company in respect of loss or damage suffered or incurred as a result of, or in connection with, such liability (the "Telewest Liabilities"), will be cancelled and exchanged for an entitlement to receive new shares
("New Shares") in the capital of New Telewest or, in certain circumstances, the proceeds of sale of such New Shares.
|                      |  | No other liabilities of the Company will be compromised as part of the Plc Scheme.                                                                                                                                                                                                                                                                                        
|Jersey Liabilities:   |  | All liabilities of Telewest Jersey arising directly, or indirectly, in relation to, or arising out of or in connection with:                                                                                                                                                                                                                                              
|                      |  | (a)                                                                                                                                                                                                                                                                                                                                                                       
|                      |  | (b)                                                                                                                                                                                                                                                                                                                                                                       
|                      |  | (c)                                                                                                                                                                                                                                                                                                                                                                       
|                      |  | including any liability of Telewest Jersey in respect of loss or damage suffered or incurred as a result of, or in connection with, such liability (the "Jersey Liabilities") will be cancelled and exchanged for an entitlement to receive the New Shares
to which Telewest Jersey will become entitled to receive under the Plc Scheme.                                 
|                      |  | No other liabilities of Telewest Jersey will be compromised as part of the Jersey Scheme.                                                                                                                                                                                                                                                                                 
|Principal amounts:    |  | The principal amounts (the "Principal Amounts") as at the record date for the Plc Scheme and the Jersey Scheme (the "Record Date") will be:                                                                                                                                                                                                                               
|                      |  | (a)                                                                                                                                                                                                                                                                                                                                                                       
|                      |  | (b)                                                                                                                                                                                                                                                                                                                                                                       
|                      |  |                                                                                                                                                                                                                                                                                                                                                                           

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|Interest amounts:      |  | The interest amounts (the "Interest Amounts") as at the Record Date will be:                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Currency conversion:   |  | A conversion rate equal to the average of the closing mid-point spot rates, as reported by Bloomberg, L.P., for each trading day in the period commencing 1 October, 2002, (being the date of the first interest default by Telewest or Telewest Jersey
under the Notes) up to and including   2003 (being the latest practicable date for inclusion of information in the Explanatory Statement before printing).                                                                                        
|Total claims:          |  | In relation to the Plc Scheme and the Jersey Scheme, the aggregate of the relevant Principal Amounts, the Interest Amounts and all other claims, liquidated in amount and either agreed with Telewest, or Telewest Jersey (as appropriate), or otherwise
determined under the Plc Scheme, or Jersey Scheme (as appropriate), arising directly or indirectly in relation to, or arising out of or in connection with, the Telewest Liabilities or the Jersey Liabilities (as appropriate) at the Record
Date.
|Plc Scheme conditions: |  | The Plc Scheme is conditional upon the following having occurred, or being conditional only upon the occurrence of the Effective Date:                                                                                                                                                                                                                                                                                                                                                                      
|                       |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |  | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |  | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |  | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |  | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |  | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|Jersey Scheme conditions:                   |  | The Jersey Scheme is conditional upon the following having occurred, or their occurrence or unconditionality is subject only to the occurrence of the effective date of the Jersey Scheme:                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                            |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                            |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                            |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|New Telewest                                |  | New Telewest will become the new holding company of the Telewest Group (other than Telewest and Telewest Jersey). New Telewest will own all of the issued share capital of Telewest UK Limited which will acquire all of the assets of Telewest (other
than the shares in Telewest Jersey, the shares in New Telewest and a cash amount).                                                                                                                                                                                                                                                                               
|New Shares:                                 |  | In return for the cancellation of the Telewest Liabilities, (a) New Shares representing 98.5 per cent. of the capital of New Telewest will be transferred to the relevant creditors; and (b) New Shares representing 1.5 per cent. of the
capital of New Telewest will be transferred to the Company's shareholders as at the last day of trading before the Effective Date.                                                                                                                                                                                                                                            
|Shareholder Resolution:                     |  | The Shareholder Resolution will be proposed at an extraordinary general meeting of the Company to approve the transfer by Telewest of all of the assets of Telewest (other than the shares in Telewest Jersey, the shares in New Telewest and a cash
amount) to Telewest UK Limited in return for the issue of New Shares by New Telewest.                                                                                                                                                                                                                                                                              
|Governance:                                 |  | All organizational documents and arrangements relating to corporate governance of New Telewest shall be consistent with U.S. best practices and U.K. best practices to the extent not inconsistent with U.S. best practices and shall provide for a
staggered board of directors and anti-takeover measures, including a poison pill.                                                                                                                                                                                                                                                                                   
|Revised Senior Secured Facility Agreement:  |  | The Telewest Group will enter into an amended and restated loan agreement for committed facilities of £2,030 million comprising term loans of £1,840 million, a revolving credit facility of £140 million and an
overdraft facility of £50 million together with uncommitted facilities of up to £125 million. Of the committed amount of £2,030 million, £1,885 million will mature on 31 December 2005 with the balance
of £145 million maturing on 30 June 2006. The amended and restated loan agreement will be conditional upon, among other things, the compromise of the Telewest Liabilities becoming effective.
|Liquidation of Telewest and Telewest Jersey |  | Following the completion of the Financial Restructuring, the Liquidation Resolutions will be proposed at an extraordinary general meeting of the Company to approve a shareholders' voluntary liquidation of Telewest and to appoint a liquidator. There
will also be a shareholders' voluntary liquidation of Telewest Jersey.                                                                                                                                                                                                                                                                                         
|                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|Public documents |  | Substantially final forms of the Explanatory Statement and Registration Statement are attached to this Agreement and initialled for the purpose of identification by, or on behalf of, the Parties hereto.                                                                                                                                                                                                                                      
|---------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |  | The above terms are all as documented in the Plc Scheme and the Jersey Scheme. To the extent there is any discrepancy between the above terms and the terms of the Plc Scheme and the Jersey Scheme (as provided to the Consenting Noteholder by Telewest
and Telewest Jersey immediately prior to the date of effectiveness of this Agreement in the final form of the Explanatory Statement), the terms of such schemes shall take precedence.
|                 |  | In reliance on Rule 12b-30 under the Securities Exchange Act of 1934, as amended, substantially identical voting agreements entered into by Titan Cable plc, Telewest Finance (Jersey) Limited and each of the following parties have been
omitted:                                                                                                                                                                                             
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