Exhibit 10.28


                SECOND AMENDMENT TO PUT AND CALL OPTION AGREEMENT



                  SECOND AMENDMENT TO PUT AND CALL OPTION AGREEMENT (this
"Amendment"), dated as of September 12, 2001, among BNP Paribas (formerly Banque
Nationale de Paris), Credit Agricole Indosuez (acting individually and as Bank
Representative), Deutsche Bank AG (acting through its Paris branch),
Westdeutsche Landesbank Girozentrale (acting through its Paris branch) (each, a
"Bank" and together, the "Banks") and France Telecom ("France Telecom"). All
capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed in the Option Agreement referred to below.

                                   WITNESSETH

                  WHEREAS, the Banks, the Bank Representative and France Telecom
are parties to a Put and Call Option Agreement dated February 17, 2000, which
was amended by the parties pursuant to a First Amendment to Put and Call Option
Agreement dated as of March 23, 2000 (as so amended, the "Option Agreement");

                  WHEREAS, France Telecom and NTL Incorporated ("NTL") propose
to enter into an Exchange Agreement in the form attached hereto as Annex A (the
"Exchange Agreement") simultaneously with this Amendment under which NTL,
subject to its terms and conditions, would issue 1,850,000 shares of its new
Cumulative Convertible Preferred Stock, Series A (the "New Preferred Shares"),
which would be exchanged, on a share for share basis, with the existing shares
of NTL's 5% Cumulative Preferred Stock, Series A (the "Outstanding Preferred
Shares"), which were purchased by the Banks and Compagnie Generale des
Communications, a subsidiary of France Telecom, on March 28, 2000 pursuant to a
Purchase Agreement among NTL and the parties to this Amendment dated February
17, 2000;

                  WHEREAS, France Telecom has requested that the Banks enter
into the Exchange Agreement and exchange the Outstanding Preferred Shares held
by them for New Preferred Shares of NTL as provided therein, and in connection
therewith France Telecom has requested that the Banks and the Bank
Representative (as defined in the Option Agreement) enter into this Amendment;

                  WHEREAS, the parties hereto now wish to amend the Option
Agreement as herein provided;

<PAGE>


                  NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration acknowledged by the
parties, it is hereby agreed:

                  1. Each of the Banks hereby agrees to execute and deliver the
Exchange Agreement (in the form attached hereto as Annex A) and to carry out its
obligations thereunder, including the exchange of Outstanding Preferred Stock
for New Preferred Stock (and the stock certificate(s) relating thereto) as
provided in such Exchange Agreement, provided that NTL and France Telecom also
execute and deliver the Exchange Agreement at the same time as the Banks and
provided further that such obligations of each Bank are subject to the delivery
to the Finance Parties at the Closing (as defined in the Exchange Agreement) of
legal opinions satisfactory in form and substance to the Banks and their legal
advisors, White & Case LLP, of (i) Shearman & Sterling, legal advisors to France
Telecom, and the General Counsel of France Telecom (under New York and French
law, respectively) to the effect that this Amendment has been duly authorized,
executed and delivered by France Telecom and is a binding obligation of France
Telecom (assuming due authorization, execution and delivery hereof by the
Finance Parties), enforceable in accordance with its terms (subject to
applicable bankruptcy and similar laws and any other appropriate and customary
exceptions) and (ii) Skadden, Arps, Slate, Meagher & Flom LLP regarding the
issuance of the New Preferred Stock.

                  2. (i) Any reference to the "Preferred Stock" in the Option
Agreement shall be deemed to be a reference to the "New Preferred Stock" as
defined in the NTL Preferred Stock Certificate of Designation annexed to the
Exchange Agreement as filed with the Secretary of State of Delaware, and any
references to "Preferred Stock" in any covenant remaining to be performed or in
any representation or warranty in respect of the "Preferred Stock" shall be
deemed to be references to the "NTL Preferred Stock" as defined in such NTL
Preferred Stock Certificate of Designation.

         (ii) The definition of "Protected Party" in the Option Agreement shall
be completed by adding the terms "including any capital gain" after the terms
"Tax to be received or receivable" in the third line.

         (iii) The last paragraph of Clause 11.2(b) of the Option Agreement
shall be completed by adding the terms "including any constructive capital gain
resulting from the exchange operation through which the Finance Parties received
the Preferred Stock under the Exchange Agreement" after the terms "deemed to be
received or receivable" in the second line.

         (iv) Upon the occurrence of the Closing (as defined in the Exchange
Agreement) the Option Agreement is hereby amended as provided in paragraphs (i),
(ii) and (iii) above and shall otherwise remain in full force and effect.

         (v) Notwithstanding Section 16 of the Exchange Agreement, it is
understood and agreed by the parties hereto that clause 14.2 of the Option
Agreement applies to this Amendment and the transactions contemplated by the
Exchange Agreement, and accordingly France Telecom shall reimburse the Bank
Representative for the reasonable fees and disbursements of White & Case LLP as
legal advisors to the Bank Representative and the Banks in connection herewith
and therewith.


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<PAGE>

                  3. This Amendment is limited as specified herein and in
accordance with clause 20 of the Option Agreement and shall not constitute a
modification, acceptance or waiver of any other provision of the Option
Agreement.

                  4. This Amendment and the rights and obligations of the
parties shall be governed by and construed in accordance with the law of the
State of New York, United States of America.

                  5. Each of the Finance Parties and France Telecom irrevocably
agrees that any legal suit, action or proceeding against it arising out of, or
in connection with, this Amendment may be instituted in the Supreme Court of the
State of New York, County of New York, or the U.S. District Court for the
Southern District of New York, and irrevocably waives any objection which it may
now or hereinafter have to the laying of venue of any such proceeding, and
irrevocably submits to the non-exclusive jurisdiction of such courts in any such
suit, action or proceeding.

                  6. This Amendment may be executed and delivered (including by
facsimile) in any number of counterparts and by the different parties hereto in
separate counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and the
same instrument. A complete set of counterparts shall be lodged with each Bank
and France Telecom.

                  7. From and after the date hereof, all references in the
Option Agreement shall be deemed to be references to the Option Agreement as
amended hereby.



       THIS AMENDMENT has been duly executed on the date stated above.

       BNP PARIBAS


       By:   /s/ Sebastien Arbola                  By:  /s/ Philippe Roca
          ----------------------------                --------------------------
       Title : Proxy Holder                        Title : Proxy Holder



       CREDIT AGRICOLE INDOSUEZ


       By:  /s/ Olivier Meary                      By:  /s/ Francois Pasquier
          ----------------------------                --------------------------
       Title : Proxy Holder                        Title : Proxy Holder



       DEUTSCHE BANK AG
       PARIS BRANCH


       By:  /s/ Benoit Deschamps                   By:  /s/ Antoine de Maistre
          ----------------------------                --------------------------
       Title : Director                            Title : Legal Adviser


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<PAGE>

       WESTDEUTSCHE LANDESBANK GIROZENTRALE
       PARIS BRANCH


       By:  /s/ Nadine Veldung
          ----------------------------
       Title : Executive Director



       FRANCE TELECOM


       By:  /s/ Olivier Froissart
          ----------------------------
       Title : Director M&A Department



       CREDIT AGRICOLE INDOSUEZ, as Bank Representative


       By:  /s/ Olivier Meary                      By:  /s/ Francois Pasquier
          ----------------------------                --------------------------
       Title : Proxy Holder                        Title : Proxy Holder



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