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                                                                   EXHIBIT 10.48


STRICTLY PRIVATE & CONFIDENTIAL


A Michels Esq
Catalina
Abbottswood Drive
St Georges Hill
Weybridge
Surrey  KT13 LLT



Dear Alan

I am writing further to our recent meeting in order to set out the Telewest
Communications Group Limited ("The Company") proposals on the termination of
your employment. These are as follows:

     (a)  You have resigned from your position as a director of Telewest
          Communications plc, and from your employment and the secondment by and
          through US West Overseas Operations Inc and any entity affiliated with
          it ("US West") and any entity affiliated with any of them.

     (b)  It is agreed that your employment by Telewest Communications Group
          Limited and within the Telewest Group accordingly terminated on 31
          July 1996 simultaneous with the termination of your employment by and
          secondment through US West. You will be paid your salary through the
          usual channels to that day, and you will be paid in lieu of your pro
          rata entitlement to accrued untaken holiday (if any). You will not
          have any entitlement to salary or any other benefits arising after 31
          July 1996. Payments made in accordance with this paragraph will be
          subject to such deductions as the Company is required to make by law.

     (c)  You should submit any expenses claim against any company in the
          Telewest Group to me by no later than 30 September 1996. The Company
          will reimburse you expenses incurred by you in the performance of your
          duties in the usual way.

     (d)  (i)  US West will, under the terms of the Secondment Agreement between
               the Company and US West arrange for you and your family to be
               repatriated to the destination of your choice in the United
               States. You will be reimbursed for your reasonable removal and
               travel costs incurred in connection with you and your family's
               relocation to the United States.

          (ii) You will continue to participate in the U S WEST benefits plans
               in accordance with their terms and as specifically defined in
               attachment A to this Agreement and nothing in this Agreement
               shall affect your entitlement to a pension as set out in
               attachment A.

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     (e)  With effect from 31 July 1996 you and your family will no longer enjoy
          membership of the Company's BUPA medical expenses insurance scheme and
          you should make your own arrangements from that date.

     (f)  The Company will permit you to exercise any options held by you under
          (i) the TeleWest 1995 (No. 1) Executive Share Option Scheme ("the No.
          1 Scheme") and (ii) the Telewest 1995 (No. 2) Executive Share Option
          Scheme ("the No. 2 Scheme") at any time between 1 August 1996 and 5
          September 1999 for options granted under the No 1 Scheme and at any
          time between 1 August 1996 and 9 May 1999 for options granted on 9
          November 1996 under the No. 2 Scheme and at any time between 1 August
          1996 and 5 September 1999 for options granted on 6 March 1996 under
          the No. 2 Scheme subject always to the Rules of those Schemes.

     (g)  The Company will pay to you (pound)457,000, in compensation for the
          early termination of your employment. This sum will be paid within
          fourteen days of the date of this Agreement or by, if later, 7 days
          after the expiry of the right referred to in paragraph (p) ("the
          alternative date").

     (h)  The Company will pay to you by way of further compensation for the
          termination of your employment any further benefit you would have
          received if, when your US tax returns for 1996 and UK tax returns for
          1996/7 are settled with the relevant taxing authorities, the US West
          tax equalisation policy would have resulted in your receiving a
          benefit in excess of (pound)98,646, in which event the Company will
          pay the excess over (pound)98,646.

     (i)  The Company and you believe that of the payments to be made under
          paragraph (g) and (h) (if any) above the first(pound)30,000 should be
          free of income tax and that only 28% of the balance should be subject
          to income tax in the United Kingdom. However, the Company will
          withhold 24% of the sums payable under paragraph (g) and (h) above
          pending the determination of your liability to account for UK Income
          Tax, and will pay to you any part of that sum for which the Company is
          not required to account to the Inland Revenue. In the meantime, the
          Company will not pay any of the monies withheld to the Inland Revenue
          until requested to do so by yourself or the Inland Revenue.

     (j)  The Company will pay you the sum of (pound)73,353 in consideration of
          the covenants contained in Clause 13 of the Service Agreement between
          the Company and you dated 21 November 1994 remaining in full force and
          effect for a period of 12 months from 31 July 1996. This payment will
          be subject to deductions for income tax and social security
          contributions before payment to you. This sum will be paid within
          fourteen days of the date of this Agreement or by the alternative date
          if later.

     (k)  You agree to return all books, documents, papers (including copies),
          material, credit cards, keys or other property of or relating to the
          business of the Company or any other Company within the Telewest Group
          of Companies, the US West Group of Companies, and any entity
          affiliated with any of them (including your company car, keys and
          related documentation) and any of its or their customers, clients or
          suppliers to the Company's premises as Genesis Park, Woking, Surrey on
          or before 31 October 1996.
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     (l)  You agree that you will not at any time in the future disclose or
          communicate to any person or use for your own benefit or the benefit
          of any other person any confidential information belonging to the
          Company or any other company in the Telewest Group, US West and any
          entity affiliated with any of the said corporations which may have
          come to your knowledge in the course of your employment by the Company
          provided that this restriction shall cease to apply to any
          confidential information which enters the public domain other than
          through your own default.

     (m)  You agree that you will keep confidential the terms of this Agreement
          and the reason for your departure from the Company, save for such
          disclosures as have been made or may need to be made to your
          professional advisers, tax authorities, or members of your immediately
          family and that you will not at any time in the future say or do
          anything which might bring the Company into disrepute or damage its
          reputation, and for its part the Company agrees that it will not do or
          say anything which might bring you into disrepute or damage your
          reputation.

     (n)  You agree that you will not, without the prior written consent of the
          Company (which shall not be unreasonably withheld), sell or otherwise
          dispose of the shares in the Company which will be transferred to you
          under the terms of the Company's Restricted Share Scheme at any time
          before 1 February 1997.

     (o)  These terms are proposed as being in full and final settlement of all
          and any claims you may have against the Company or any other company
          within the Telewest Group of Companies, US West or Tele-Communications
          Inc., and any holding or subsidiary company or affiliated entity of
          any of them and any of their officers, directors or employees and
          whether arising in the United Kingdom, the United States of America or
          in any other jurisdiction relating to your employment by Telewest
          Communications Group Limited or the holding of any office within the
          Telewest Group, your employment or secondment by or the holding of any
          office within US West or any entity affiliated with any of them the
          termination of your employment or loss of any office or any other
          matter, including, without limiting the generality of the foregoing,
          any obligation, demand, cause of action, judgment, controversy or
          claim of any kind or nature, whether sounding in contract, statute,
          tort, fraud, misrepresentation, discrimination or any other legal
          theory, including but not limited to claims under the US WEST
          Management Separation Plan, Title VII of the Civil Rights Act of 1964,
          as amended, the Civil Rights Act of 1991, the Age Discrimination in
          Employment Act of 1967, as amended, 42 U.S.C. 1981, 1981a, 1983, 1985,
          or 1988, The Family and Medical Leave Act of 1993, the Americans with
          Disabilities Act of 1990, as amended, the Fair Labor Standards Act of
          1938, as amended, and the Employee's Retirement Income Security Act of
          1974, as amended; or any other applicable federal state or local
          employment related statute or ordinance arising under the laws of the
          United States or for unfair dismissal under the Employment Protection
          (Consolidation) Act 1978 or the Race Relations Act 1976.

     (p)  By signing this Agreement, you acknowledge that you have been advised
          to consult an attorney or lawyer before signing, that you have been
          provided with a period of at least 21 days in which to consider the
          terms of this Agreement, that you have been informed you have the
          right to revoke this Agreement at any time 


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          within  7  days  after   signing  it  by  providing  us  with  written
          notification, that your signature of this letter has not been procured
          by any  promises or  representations  from any person or entity  other
          than those expressly stated herein and that you sign this Agreement of
          your own free will without coercion.

     (q)  The Company will arrange for Arthur Anderson to assist you with the
          preparation of tax returns relating to the US tax year ending 31
          December 1996 and UK tax year ending 5 April 1997.

     (r)  The Company hereby waives and releases you from all and any claims it
          may have against you relating to your employment, or the performance
          of your duties for the Company and any company in the TeleWest Group
          whether as officer or employee of which it has knowledge at the date
          of this Agreement.

     (s)  (i)  Any claim, controversy or dispute between you and US West, to
               which neither the Company nor any company in the Telewest Group
               is a party, as defined in paragraph (q) above whenever brought is
               to be resolved by arbitration in Denver, Colorado. The only legal
               claims between you and US West that are not included for
               arbitration within this Agreement are claims for workers'
               compensation or unemployment compensation benefits. By signing
               this Agreement, you voluntarily, knowingly and intelligently
               waive any right you may otherwise have to seek remedies in court
               or other forums, including the right to a jury trial. The Federal
               Arbitration Act, 9 USC Sections 1-16 ("FAA") shall govern the
               arbitrability of all claims, provided that they are enforceable
               under the FAA, as it may be amended from time to time. In the
               event the FAA does not govern, the Colorado Uniform Arbitration
               Act shall apply. This Agreement for arbitration supersedes any
               other arbitration agreement between you and US West to the extent
               that they are inconsistent.

          (ii) A single arbitrator engaged in the practice of law shall conduct
               any arbitration under clause (s)(i) above under the applicable
               rules and procedures of the American Arbitration Association
               ("AAA"). The parties shall select a mutually satisfactory
               arbitrator. Other than as set forth herein, the arbitrator shall
               have no authority to add to, detract from, change, amend or
               modify existing law. All arbitration proceedings, including
               without limitation, settlements and awards, under this Agreement
               will be confidential. The parties shall share equally the fees
               and expenses of the arbitrator. The prevailing party in any
               arbitration may be entitled to receive reasonable attorney's
               fees. The arbitrator's decision and award shall be final and
               binding, as to all claims that were, or would have been, raised
               in the arbitration, and judgement upon the award rendered by the
               arbitrator may be entered to any court having jurisdiction
               thereof. If any party hereto files a judicial or administrative
               action asserting claims subject to this arbitration provision,
               and another party successfully stays such action and/or compels
               arbitration of such claims, the party filling said action shall
               pay the other party's costs and expenses incurred in seeking such
               stay and/or compelling arbitration, including reasonable
               attorney's fees.
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          (iii) Any dispute, difference or question arising out of the terms of
               this Agreement to which you, US West and TeleWest are a party
               shall be referred to a single arbitrator for resolution, to be a
               barrister or solicitor of at least 10 years standing, to be
               appointed by agreement between the parties or in default of
               agreement by the President for the time being of the Law Society
               the arbitrator's decision to be final and binding upon the
               parties in the absence of manifest error or error of law, subject
               to the provisions of the Arbitration Act 1950 and 1979.


For the avoidance of doubt, I should confirm that the shares allocated to you
under the Company's Restricted Share Scheme will vest on 1 January 1997 and,
subject to clause (n) above, you will be free to dispose of them. The Company
will pay your reasonable legal and accounting costs incurred in connection with
this Agreement subject to a maximum amount in aggregate of (pound)10,000
exclusive of VAT and receipt by the Company of invoice(s) in respect of the same
addressed to you but expressed to be payable by the Company.


No doubt you will wish to consider, and take advice in relation to the terms
proposed. Once you have decided if you wish to accept our proposals, please sign
and return the copy of this letter enclosed for this purpose.





I confirm my agreement to the above.

Signed: /s/ Alan Michels                                      dated: 12/23/96
        ---------------------------

I look forward to hearing from you.


Yours sincerely

/s/ Cob Stenham
-------------------


For and on behalf of
TELEWEST COMMUNICATIONS PLC


Signed: /S/ B. M. Maise
        -------------------------
For and on behalf of
US WEST OVERSEAS OPERATIONS INC.,


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                                  ATTACHMENT A


As provided in your Assignment Letter, and as calculated by our benefits
department, you are entitled to the following pay-outs or other options under
the terms of the U S WEST Benefits Plans in which you have participated:

1. PENSION - You are vested in the U S WEST Pension Plan. The Qualified pension
benefit on a straight life basis, is $14,231/year payable at age 65. You also
are eligible to receive lump sum distributions of your Nonqualified and
Mid-Career pension benefits. The Nonqualified lump sum pension benefit is
estimated to be $61,293. The Mid-Career lump sum pension benefit is estimated to
be $62,770. These lump sum amounts are payable on October 18, 1996 or the next
available date after the effective date of this Agreement but must be paid
before December 31, 1996. The lump sum distributions are taxable upon
distribution and are not eligible to be rolled over into a qualified retirement
plan. The Nonqualified and Mid-Career estimates were based on a termination date
of July 31st and a discount rate of 4.58%.

2. EXECUTIVE LIFE INSURANCE - Your Basic Executive Life Insurance coverage ended
at the end of August, 1996. However, you have several options available
regarding the Executive Supplemental Life Insurance. They are as follows:

          a) If you do not wish to purchase the policy for approximately
     $28,704, you may return the supplemental policy with no further obligation.
     You will receive the difference between the purchase price (approximately
     $28,704) and cash value (approximately $29,684).

          b) If you wish to purchase the policy under any of the options
     described below, you will have to pay approximately $28,704 to U S WEST.
     The options available are:

               i) maintain the death benefit at $538,000 - This option would
          require approximate annual premium contributions by you of $3,123/year
          through 2014 based on current interest and mortality assumption, or

               ii) decrease the death benefit to $240,000 - This option would
          require no further premium contributions by you based on current
          interest and mortality assumptions.

YOU MUST NOTIFY U S WEST OF YOUR INTENT UNDER ANY OF THE ABOVE DESCRIBED OPTIONS
WITHIN 60 DAYS OF YOUR TERMINATION DATE. U S WEST WILL WAIVE THIS REQUIREMENT
UPON YOUR REQUEST.

3. HEALTHCARE - You will receive information on your options to maintain health
care coverage under COBRA from COBRAServ. U S WEST will compensate you for
twelve months of COBRA payments or will make these payments directly, at its
choice. You are responsible to elect COBRA coverage directly, in accordance with
the information you will receive from COBRAServ.

4.       DISABILITY - Coverage ends on the last day of employment.

5. SAVINGS PLAN - You may either roll your taxable balance over into another
plan or leave your balance intact in the Plan. For balance information, you may
contact Banker's Trust on 800-729-PLAN (in the US) or 615-835-3700
(international). You will need your PIN number in order to access the system.

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6. DEFERRED COMPENSATION - You have a balance of $23,005.80 as of 7-15-96. This
amount will continue to accrue interest through the payment date. This account
will be paid in a lump sum by March 15, 1997, pursuant to the terms of the
deferred compensation plan. This amount is not eligible for rollover into a tax
qualified retirement plan.

7. STOCK OPTIONS - You have the opportunity to exercise vested stock options
pursuant to the terms of your Non-Incentive Stock Option Agreements dated August
7, 1992, December 4, 1992, and October 8, 1993. Your options on 4,500 shares of
Media and Communications group stock did not vest before your termination date,
and therefore, are forfeited. Our records indicate that, as of September 10,
1996, you had the opportunity to exercise options on 6,000 shares of vested
grants in Media group stock. Pursuant to the terms of your Agreements, your
options must be exercised within 90 days of your termination date. U S WEST will
waive this requirement.

YOU WILL BE RESPONSIBLE FOR ANY U.S. TAX OBLIGATIONS YOU INCUR AS A RESULT OF
THE ABOVE DESCRIBED BENEFITS.