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Exhibit 10.1

NTL INCORPORATED
110 East 59th Street
26th Floor
New York, New York 10022



| | September 12, 2001
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France Telecom S.A.
208-212, rue Raymond Losserand
75505 Paris Cedex 15, France

Ladies and Gentlemen:

In connection with the exchange of the shares of 5% Cumulative Preferred
Stock, Series A of NTL Incorporated (NTL) for shares of Cumulative
Convertible Preferred Stock, Series A of NTL pursuant to the terms and subject
to the conditions contained in the Agreement, dated of even date herewith, by
and among NTL and France Telecom S.A. (France Telecom), and the other parties
signatories thereto, governing the exchange, NTL and France Telecom hereby
agree pursuant to and in compliance with Section 9.10 of the Investment
Agreement, dated July 26, 1999, as amended, by and between NTL and France
Telecom (the Investment Agreement), to:

(1)  amend and restate in its entirety Section 5.09(h) of the Investment
Agreement as set forth below:

"(h) Nothing contained in this Agreement shall prohibit the Purchaser
from acquiring (i) at any time prior to June 30, 2002, up to 25% of the Diluted
Shares and (ii) at any time on and after June 30, 2002, up to 34% of the
Diluted Shares; provided that in the event that the Company elects not to
exercise its right on March 27, 2002 to delay convertibility of the shares of
Cumulative Convertible Preferred Stock, Series A of the Company (the
Cumulative Convertible Preferred Stock), pursuant to paragraph (9)(a)(x)(I)
of the Certificate of Designation governing the terms of the Cumulative
Convertible Preferred Stock, the threshold percentage set forth in clause (i)
above shall be increased to and set at 34% of the Diluted Shares from and after
March 28, 2002.; and

(2)  add a new subsection to Section 5.09 of the Investment Agreement,
which Section 5.09(i) of the Investment Agreement shall read in its entirety as
follows:

"(i) The shares of Common Stock issuable upon conversion of the
Cumulative Convertible Preferred Stock shall be subject to the transfer
restrictions set forth in Sections 5.09(c), (d)(ii), (f) and (g) of the
Investment Agreement.

Capitalized terms used herein and not defined herein shall have the





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meanings ascribed thereto in the Investment Agreement. NTL and France Telecom
agree that any modification or amendment of this letter agreement shall be made
pursuant to Section 9.10 of the Investment Agreement.

This letter agreement constitutes the entire agreement of the parties with
respect to the matters set forth herein. In the event of any conflict or
inconsistency between the provisions of this letter agreement and the
provisions
of the Investment Agreement, the provisions of this letter agreement shall
govern. Each and every other term, condition, covenant, representation,
warranty and provision set forth in the Investment Agreement shall remain in
full force and effect in accordance with the terms of the Investment Agreement.

All references to the Investment Agreement in any other agreement or
document shall hereinafter be deemed to refer to the Investment Agreement as
amended hereby and as previously amended. This letter agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of New York applicable to agreements executed in and to be performed
entirely in that State and without regard to any applicable choice of laws or
conflicts of laws principles. All actions and proceedings arising out of or
relating to this letter agreement shall be heard and determined in any New York
state or federal court sitting in The City of New York. This letter agreement
shall be effective as of the date first above written.

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| |  | Very truly yours,
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| |  | NTL INCORPORATED 
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| |  | By:               |  | /s/ Richard J. Lubasch

Name: Richard J. Lubasch
Title:   Executive Vice President, General
            Counsel and Secretary

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|Agreed and accepted: |  |                                                                               
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|FRANCE TELECOM S.A.  |  |                                                                               
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|By:                  |  | /s/ Olivier Froissart
Name: Olivier Froissart
Title:   Director M&A Department |  | 

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