SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                   FORM 10-K/A
                                 AMENDMENT NO.1
(Mark One)

[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1997

                                       OR

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


              For the Transition Period From                    To


                         COMMISSION FILE NUMBER: 0-26840

                           TELEWEST COMMUNICATIONS PLC
             (Exact Name of Registrant as Specified in Its Charter)

                              ---------------------

 ENGLAND AND WALES                                                 N/A
  (State or Other                                           (I.R.S. Employer
  Jurisdiction of                                        Identification Number)
  Incorporation or
   Organization)
                              GENESIS BUSINESS PARK
                                  ALBERT DRIVE
                             WOKING, SURREY GU21 5RW
                                 UNITED KINGDOM
                               011-44-1483-750-900
                    (Address of Principal Executive Offices)


           Securities Registered Pursuant to Section 12(b) of the Act:

                                      NONE


           Securities Registered Pursuant to Section 12(g) of the Act:

                     AMERICAN DEPOSITARY SHARES EVIDENCED BY
                 AMERICAN DEPOSITARY RECEIPTS, EACH REPRESENTING
                         TEN ORDINARY SHARES OF 10P EACH
                                (Title of Class)

                           ORDINARY SHARES OF 10P EACH
                                (Title of Class)


BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE
FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE
PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED
TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS. YES |X| NO [ ]

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]


     AT MARCH 2, 1998, 927,567,600 ORDINARY SHARES OF 10P EACH WERE OUTSTANDING
AND THE AGGREGATE MARKET VALUE OF THE ORDINARY SHARES ON THE LONDON STOCK
EXCHANGE ON SUCH DATE HELD BY NON-AFFILIATES OF THE REGISTRANT WAS APPROXIMATELY
(POUND)194,764,583.


                       DOCUMENTS INCORPORATED BY REFERENCE


     PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1997 ARE INCORPORATED BY REFERENCE INTO PART II.
PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT, DATED MARCH 31, 1998,
TO BE DELIVERED TO SHAREHOLDERS IN CONNECTION WITH THE 1998 ANNUAL GENERAL
MEETING OF SHAREHOLDERS, ARE INCORPORATED BY REFERENCE INTO PART III.

<PAGE>
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1997:

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

The following exhibits are being amended pursuant to conversations with the
Securities and Exchange Commission concerning the confidential treatment of
certain portions of such exhibits.

<TABLE>
<S>                      <C>
         10.31      --    General Purchasing Agreement, dated March 1, 1993, among Telewest CGL, various
                          entities related to Telewest CGL, and Northern Telecom Europe Limited (the "General
                          Purchasing Agreement").

         10.60      --     Amendments number 1 through 9 to the General Purchasing Agreement filed as Exhibit
                           10.31.

     3.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

         3.1        --     Memorandum of Association of the Company. (Incorporated by reference to the
                           Company's Registration Statement on Form 8-B, filed with the Securities and
                           Exchange Commission on September 22, 1995, as amended).

         3.2        --     Articles of Association of the Company. (Incorporated by reference to the
                           Company's Registration Statement on Form 8-B, filed with the Securities and
                           Exchange Commission on September 22, 1995, as amended).

         4.1        --     Amended and Restated Deposit Agreement, dated as of November 30, 1994 (as amended
                           as of October 2, 1995), among the Company, The Bank of New York, as Depositary,
                           and the holders from time to time of American Depositary Receipts issued
                           thereunder.  (Incorporated by reference to the Company's 1995 Annual Report on
                           Form 10-K filed with the Securities and Exchange Commission on April 1, 1996).

         4.2        --     Form of American Depositary Receipt (included in Exhibit 4.1).

         4.3        --     Senior Debenture Indenture, dated as of October 3, 1995, between the Company and
                           The Bank of New York, as Trustee. (Incorporated by reference to the Company's 1995
                           Annual Report on Form 10-K filed with the Securities and Exchange Commission on
                           April 1, 1996).

         4.4        --     Senior Discount Debenture Indenture, dated as of October 3, 1995,  between the
                           Company and The Bank of New York, as Trustee. (Incorporated by reference to the
                           Company's 1995 Annual Report on Form 10-K filed with the Securities and Exchange
                           Commission on April 1, 1996).

         4.5        --     Form of Senior Debenture (included in Exhibit 4.3).

         4.6        --     Form of Senior Discount Debenture (included in Exhibit 4.4).

         4.7        --     Deposit Agreement, dated as of October 3, 1995, between the Company and The Bank
                           of New York, as Book-Entry Depositary. (Incorporated by reference to the Company's
                           1995 Annual Report on Form 10-K filed with the Securities and Exchange Commission
                           on April 1, 1996).
<PAGE>
         10.1       --     Relationship Agreement, dated as of November 22, 1994, by and among Old Telewest,
                           certain subsidiaries of TCI and certain subsidiaries of U S WEST. (Incorporated by
                           reference to Old Telewest's 1994 Annual Report on Form 10-K filed with the
                           Securities and Exchange Commission on March 31, 1995).

         10.2       --     Shareholders Agreement, entered into as of November 22, 1994, between certain
                           subsidiaries of TCI and certain subsidiaries of U S WEST. (Incorporated by
                           reference to Old Telewest's 1994 Annual Report on Form 10-K filed with the
                           Securities and Exchange Commission on March 31, 1995).

         10.3       --     Registration Rights Agreement, dated October 3, 1995, among the Company, the TCI
                           Affiliate, the U S WEST Affiliates, the SBC Affiliates and the Cox Affiliate.
                           (Incorporated by reference to the Company's 1995 Annual Report on Form 10-K filed
                           with the Securities and Exchange Commission on April 1, 1996).

         10.4       --     Co-Operation Agreement, dated October 3, 1995, between the SBC Affiliates and the
                           Cox Affiliate. (Incorporated by reference to the Company's 1995 Annual Report on
                           Form 10-K filed with the Securities and Exchange Commission on April 1, 1996).

         10.5       --     Share Dealing Agreement, dated October 3, 1995, among the TCI Affiliate, the U S
                           WEST Affiliates, the Company and the SBC Affiliates. (Incorporated by reference to
                           the Company's 1995 Annual Report on Form 10-K filed with the Securities and
                           Exchange Commission on April 1, 1996).

         10.6       --     Tax Deed, dated November 22, 1994, between TCI International Holdings, Inc., U S
                           WEST Holdings and Old Telewest. (Incorporated by reference to Old Telewest's 1994
                           Annual Report on Form 10-K filed with the Securities and Exchange Commission on
                           March 31, 1995).

         10.7       --     Trademark License Agreement, effective as of November 22, 1994, between Old
                           Telewest and U S WEST.  (Incorporated by reference to Old Telewest's 1994 Annual
                           Report on Form 10-K filed with the Securities and Exchange Commission on March 31,
                           1995).

         10.8       --     Tradename Agreement, effective as of November 22, 1994, between Old Telewest, TCI
                           and TCI/U S WEST Cable Communications Group. (Incorporated by reference to Old
                           Telewest's 1994 Annual Report on Form 10-K filed with the Securities and Exchange
                           Commission on March 31, 1995).

         10.9       --     Tax Deed, dated October 3, 1995, among the Company, the SBC Affiliates and the Cox
                           Affiliate. (Incorporated by reference to the Company's 1995 Annual Report on Form
                           10-K filed with the Securities and Exchange Commission on April 1, 1996).

         10.10      --     Consultant Agreement for Operational Assistance, dated July 17, 1992, among
                           Birmingham Cable Corporation Limited ("BCCL"), Birmingham Cable Limited ("BCL")
                           and Telewest Communications Group Limited ("Telewest CGL"). (Incorporated by
                           reference to Old Telewest's Registration Statement on Form S-1 filed with the
                           Securities and Exchange Commission on April 29, 1994, as amended (Registration No.
                           33-78398)).
<PAGE>
         10.11      --     Supplemental Agreement, dated April 8, 1994, relating to the Consultant Agreement
                           referred to in Exhibit 10.5 (Incorporated by reference to Old Telewest's
                           Registration Statement on Form S-1 filed with the Securities and Exchange
                           Commission on April 29, 1994, as amended (Registration No. 33-78398)).

         10.12      --     Management Agreement, dated April 25, 1990, among BCCL, BCL, US WEST Holdings and
                           Comcast Cablevision of Birmingham Inc. (Incorporated by reference to Old
                           Telewest's Registration Statement on Form S-1 filed with the Securities and
                           Exchange Commission on April 29, 1994, as amended (Registration No. 33-78398)).

         10.13      --     Assignment and Amendment Agreement, dated August 5, 1992, relating to the
                           Management Agreement referred to in Exhibit 10.7 (Incorporated by reference to Old
                           Telewest's Registration Statement on Form S-1 filed with the Securities and
                           Exchange Commission on April 29, 1994, as amended (Registration No. 33-78398)).

         10.14      --     Consultant Agreement, dated August 16, 1989, between Cable London plc and U S WEST
                           Cable Communications Limited. (Incorporated by reference to Old Telewest's
                           Registration Statement on Form S-1 filed with the Securities and Exchange
                           Commission on April 29, 1994, as amended (Registration No. 33-78398)).

         10.15      --     Consultant Agreement for Technical Assistance, dated July 15, 1992, among Cable
                           Corporation, Windsor Television Limited, Middlesex Cable Limited and Telewest CGL.
                           (Incorporated by reference to Old Telewest's Registration Statement on Form S-1
                           filed with the Securities and Exchange Commission on April 29, 1994, as amended
                           (Registration No. 33-78398)).

         10.16      --     Cable Affiliation Agreement, dated December 14, 1993, between Cable Programme
                           Partners - Limited Partnership, Telewest CGL and other parties signatory thereto.
                           (Incorporated by reference to Old Telewest's Registration Statement on Form S-1
                           filed with the Securities and Exchange Commission on April 29, 1994, as amended
                           (Registration No. 33-78398)).

         10.17      --     Agreement, dated October 1, 1993, among Alan Stewart MacDonald Robinson, Jack
                           Forrest Gill, Raman Subba Row Limited and TUCCI. (Incorporated by reference to Old
                           Telewest's Registration Statement on Form S-1 filed with the Securities and
                           Exchange Commission on April 29, 1994, as amended (Registration No. 33-78398)).

         10.18      --     Co-ownership Agreement, dated March 12, 1990, between U S WEST Holdings and
                           Comcast Cablevision of Birmingham, Inc. (Incorporated by reference to Old
                           Telewest's Registration Statement on Form S-1 filed with the Securities and
                           Exchange Commission on April 29, 1994, as amended (Registration No. 33-78398)).

         10.19      --     Letter, dated April 29, 1992, relating to the Co-ownership Agreement referred to
                           in Exhibit 10.13. (Incorporated by reference to Old Telewest's Registration
                           Statement on Form S-1 filed with the Securities and Exchange Commission on April
                           29, 1994, as amended (Registration No. 33-78398)).
<PAGE>
         10.20      --     Letter, dated November 27, 1992, relating to the Co-ownership Agreement referred
                           to in Exhibit 10.13.  (Incorporated by reference to Old Telewest's Registration
                           Statement on Form S-1 filed with the Securities and Exchange Commission on April
                           29, 1994, as amended (Registration No. 33-78398)).

         10.21      --     Agreement to License and Provide Consulting Services, effective as of November 22,
                           1994, between Old Telewest and an affiliate of U S WEST. (Incorporated by
                           reference to Old Telewest's 1994 Annual Report on Form 10-K filed with the
                           Securities and Exchange Commission on March 31, 1995).

         10.22      --     Agreement, dated December 4, 1987, between United Cable Television Corporation on
                           behalf of itself and United Artists Communications, Inc. and Trans-Global (U.K.)
                           Limited. (Incorporated by reference to Old Telewest's Registration Statement on
                           Form S-1 filed with the Securities and Exchange Commission on April 29, 1994, as
                           amended (Registration No. 33-78398)).

         10.23      --     Agreement to License and Provide Consulting Services, effective as of November 22,
                           1994, between Old Telewest and TCI. (Incorporated by reference to Old Telewest's
                           1994 Annual Report on Form 10-K filed with the Securities and Exchange Commission
                           on March 31, 1995).

         10.24      --     Novation Agreement relating to Birmingham Cable, dated November 21, 1994, among
                           General Cable, TUCCI, U S WEST Holding and other parties signatory thereto.
                           (Incorporated by reference to Old Telewest's 1994 Annual Report on Form 10-K filed
                           with the Securities and Exchange Commission on March 31, 1995).

         10.25      --     Subscription and Shareholders Agreement, dated January 30, 1995, among Videotron
                           Corporation Limited, United Artists Communications (London South) Limited, Cable
                           London, Elt Acquisition Company Limited, Nynex CableComms Limited, Cable
                           Corporation, London Interconnect Limited, Independent Cable Sales Limited, London
                           Interconnect PPV Limited and London Interconnect Limited. (Incorporated by
                           reference to the Company's Registration Statement on Form 8-B filed with the
                           Securities and Exchange Commission on September 22, 1995, as amended).

         10.26      --     Form of BT Interconnect Agreement, a copy of which was executed by BT and various
                           of the Company's affiliated entities.  (Incorporated by reference to the Company's
                           1997 Annual Report on Form 10-K filed with the Securities and Exchange Commission
                           on March 31, 1997)

         10.27      --     Interconnection Agreement, dated July 15, 1994, between Mercury and United Artists
                           Communications (Scotland) Limited. (Incorporated by reference to Old Telewest's
                           Registration Statement on Form S-1 filed with the Securities and Exchange
                           Commission on April 29, 1994, as amended (Registration No. 33-78398)). **

         10.28      --     Mercury Marketing and Operations Agreement, dated August 10, 1993, between
                           Telewest CGL and Mercury. (Incorporated by reference to Old Telewest's
                           Registration Statement on Form S-1 filed with the Securities and Exchange
                           Commission on April 29, 1994, as amended (Registration No. 33-78398)). **
<PAGE>
         10.29      --     Letter Agreement, dated August 23, 1995, between SBCC and Mercury. (Incorporated
                           by reference to the Company's Registration Statement on Form 8-B filed with the
                           Securities and Exchange Commission on September 22, 1995, as amended). ***

         10.30      --     Programming Agreement, dated June 30, 1995, among British Sky Broadcasting
                           Limited, British Sky Broadcasting Group plc and Old Telewest. (Incorporated by
                           reference to Old Telewest's Quarterly Report on Form 10-Q for the six months ended
                           June 30, 1995).***

         10.31      --     General Purchasing Agreement, dated March 1, 1993, among Telewest CGL, various 
                           entities related to Telewest CGL, and Northern Telecom Europe Limited.*+

         10.32      --     Purchase Agreement, dated August 27, 1993, between Southwestern Bell International
                           Holdings and GPT Limited. (Incorporated by reference to the Company's Registration
                           Statement on Form 8-B filed with the Securities and Exchange Commission on
                           September 22, 1995, as amended).

         10.33      --     Network Services Center Agreement, dated May 16, 1994, among Telewest CGL, BCCL,
                           Cable London, and certain other signatories thereto. (Incorporated by reference to
                           Old Telewest's Registration Statement on Form S-1 filed with the Securities and
                           Exchange Commission on April 29, 1994, as amended (Registration No. 33-78398)).

         10.34      --     The Old Telewest Restricted Share Scheme. (Incorporated by reference to Old
                           Telewest's 1994 Annual Report on Form 10-K filed with the Securities and Exchange
                           Commission on March 31, 1995).

         10.35      --     The Telewest 1995 Restricted Share Scheme. (Incorporated by reference to the
                           Company's Registration Statement on Form 8-B filed with the Securities and
                           Exchange Commission on September 22, 1995, as amended).

         10.36      --     The Old Telewest Sharesave Scheme. (Incorporated by reference to Old Telewest's
                           1994 Annual Report on Form 10-K filed with the Securities and Exchange Commission
                           on March 31, 1995).

         10.37      --     The Telewest 1995 Sharesave Scheme. (Incorporated by reference to the Company's
                           Registration Statement on Form 8-B filed with the Securities and Exchange
                           Commission on September 22, 1995, as amended).

         10.38      --     The Old Telewest Executive Share Option Scheme No. 1. (Incorporated by reference
                           to Old Telewest's 1994 Annual Report on Form 10-K filed with the Securities and
                           Exchange Commission on March 31, 1995).

         10.39      --     The Telewest 1995 Executive Share Option Scheme No. 1. (Incorporated by reference
                           to the Company's Registration Statement on Form 8-B filed with the Securities and
                           Exchange Commission on September 22, 1995, as amended).

         10.40      --     The Old Telewest Executive Share Option Scheme No. 2. (Incorporated by reference
                           to Old Telewest's 1994 Annual Report on Form 10-K filed with the Securities and
                           Exchange Commission on March 31, 1995).

         10.41       --    The Telewest 1995 Executive Share Option Scheme No. 2. (Incorporated by reference
                           to the Company's Registration Statement on Form 8-B filed with the Securities and
                           Exchange Commission on September 22, 1995, as amended).
<PAGE>
         10.42       --    The Old Telewest Share Participation Scheme. (Incorporated by reference to Old
                           Telewest's 1994 Annual Report on Form 10-K filed with the Securities and Exchange
                           Commission on March 31, 1995).

         10.43      --     The Telewest 1995 Share Participation Scheme. (Incorporated by reference to the
                           Company's Registration Statement on Form 8-B filed with the Securities and
                           Exchange Commission on September 22, 1995, as amended).

         10.44      --     Executive Secondment Agreement, dated November 21, 1994, between
                           U S WEST Overseas and Telewest CGL (identical agreements were entered into between
                           an affiliate of TCI and Telewest CGL). (Incorporated by reference to Old
                           Telewest's 1994 Annual Report on Form 10-K filed with the Securities and Exchange
                           Commission on March 31, 1995).

         10.45      --     Form of Executive Secondment Agreement, dated August 10, 1995, between the Company
                           and the SBC Affiliates. (Incorporated by reference to the Company's Registration
                           Statement on Form 8-B filed with the Securities and Exchange Commission on
                           September 22, 1995, as amended).

         10.46      --     Form of Executive Secondment Agreement, dated August 10, 1995, between the Company
                           and the Cox Affiliate. (Incorporated by reference to the Company's Registration
                           Statement on Form 8-B filed with the Securities and Exchange Commission on
                           September 22, 1995, as amended).

         10.49      --     Employment Agreement, dated November 21, 1994, between Stephen J. Davidson and
                           Telewest CGL. (Incorporated by reference to Old Telewest's 1994 Annual Report on
                           Form 10-K filed with the Securities and Exchange Commission on March 31, 1995).

         10.53      --     Employment Agreement, dated March 7, 1996, between Roger Wilson and Telewest CGL.
                           (Incorporated by reference to the Company's 1995 Annual Report on Form 10-K filed
                           with the Securities and Exchange Commission on April 1, 1996).

         10.54      --     Employment Agreement, dated February 16, 1996, between Bruce Langham and the
                           Telewest CGL. (Incorporated by reference to the Company's 1996 Annual Report on
                           Form 10-K filed with the Securities and Exchange Commission on March 28, 1997).
                           Add Charles Burdick and Von Valkenburg.

         10.55      --     Letter Agreement, dated September 30, 1996, between Bruce Langham and Telewest
                           CGL.  (Incorporated by reference to the Company's 1996 Annual Report on Form 10-K
                           filed with the Securities and Exchange Commission on March 28, 1997).

         10.56      --     Non-Executive Directors Appointment Letter, dated August 1, 1995 between the
                           Company and Anthony W.P. Stenham.  (Incorporated by reference to the Company's
                           1996 Annual Report on Form 10-K filed with the Securities and Exchange Commission
                           on March 28, 1997).
<PAGE>
         10.57      --     Non-Executive Directors Appointment Letter, dated August 1, 1995 between the
                           Company and Sir Gordon Borrie QC. (Incorporated by reference to the Company's 1996
                           Annual Report on Form 10-K filed with the Securities and Exchange Commission on
                           March 28, 1997).

         10.58      --     Non-Executive Directors Appointment Letter, dated August 1, 1995, between the
                           Company and Lord Griffiths of Fforestfach.  (Incorporated by reference to the
                           Company's 1996 Annual Report on Form 10-K filed with the Securities and Exchange
                           Commission on March 28, 1997).

         10.59      --     Loan Agreement, by and among Telewest Communications Networks Limited, as
                           borrower, The Bank of New York, CIBC Wood Gundy plc, Chase Investment Bank
                           Limited, NatWest Markets and The Toronto-Dominion Bank, as arrangers, and CIBC
                           Wood Gundy plc, as agent and security trustee, dated as of May 22, 1996, as
                           amended pursuant to an Amendment Agreement, dated as of May 31, 1996 and a Second
                           Amendment Agreement, dated as of August 2, 1996.  (Incorporated by reference to
                           the Company's Quarterly Report on Form 10-Q for the six months ended June 30,
                           1996).

         10.60      --     Amendments number 1 through 9 to the General Purchasing Agreement filed as Exhibit
                           10.31.*+

         10.61      --     Employment Agreement, dated August 7, 1997, between Charles Burdick and Telewest
                           CGL.

         13         --     The Company's 1997 Annual Report to Shareholders (only those portions of the
                           Company's 1997 Annual Report specifically incorporated by reference herein shall
                           be deemed filed by the Company herewith).

         21         --     List of Subsidiaries of the Company.  (Incorporated by reference to the Company's
                           1996 Annual Report on Form 10-K filed with the Securities and Exchange Commission
                           on March 28, 1997).

         27         --     Financial Data Schedule.

         99                -- Only those portions of the Company's 1998 Proxy
                           Statement expressly incorporated by reference herein
                           shall be deemed filed by the Company herewith.

</TABLE>

---------------------
*          Filed herewith

**         Portions of this agreement have been accorded confidential treatment
           by the Securities and Exchange Commission pursuant to Rule 406 of the
           Securities Act of 1933, as amended.

***        Portions of this agreement have been accorded confidential treatment
           by the Securities and Exchange Commission pursuant to Rule 24b-2 of
           the Securities Exchange Act of 1934, as amended.

+          Certain portions of this exhibit have been omitted pursuant to a
           request for confidential treatment, an application for which has been
           filed with the Securities and Exchange Commission.

(b)      Reports on Form 8-K.

         None.

<PAGE>
                                   SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                             Telewest Communications plc

                                             By: /S/ CHARLES BURDICK
                                                 -------------------------------
                                                 Name: Charles Burdick
                                                 Title:  Group Finance Director



<PAGE>
       Pursuant to the requirements of the Securities Act of 1934, as amended,
this report has been signed by the following persons in the capacities and on
the dates indicated:

Signature                               Title                         Date
---------                               -----                         ----


          *                      Director                         June 18, 1998
--------------------------
A. Gary Ames


                                 Director
--------------------------
Lord Borrie


                                 Director
--------------------------
Stephen M. Brett

                                 Director
--------------------------
David Evans

          *                      Director                         June 18, 1998
--------------------------
James O. Robbins

          *                      Director                         June 18, 1998
--------------------------
Robert Shaner

                                 Director
--------------------------
Anthony W.P. Stenham

          *                      Director and Acting Chief        June 18, 1998
--------------------------       Executive Officer
David Van Valkenburg             (Principal Executive Officer)

/S/CHARLES BURDICK               Director and Group Finance       June 18, 1998
--------------------------       Director
Charles Burdick                  (Principal Financial and 
                                 Accounting Officer)


*By: /S/ CHARLES BURDICK                                          June 18, 1988
     -----------------------
     Attorney-in-fact