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                                                                  Exhibit 3.1(e)

                           CERTIFICATE OF ELIMINATION
                                       OF
                                NTL INCORPORATED


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                  Pursuant to Section 151(g) of the
                  Delaware General Corporation Law

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            I, Richard J. Lubasch, Executive Vice President, General Counsel and
Secretary of NTL Incorporated, a Delaware corporation (the "Corporation"), in
accordance with the provisions of Section 103 of the Delaware General
Corporation Law, do hereby certify as follows:

            FIRST: Pursuant to the authority expressly vested in the Board of
Directors by the Restated Certificate of Incorporation of the Corporation, as
amended (the "Restated Certificate of Incorporation"), the Board of Directors
adopted resolutions creating and authorizing the issuance of a series of 52,217
shares of preferred stock of the Corporation designated as 9.90% Non-voting
Mandatorily Redeemable Preferred Stock, Series B, par value $0.01 per share, of
the Corporation (the "9.90% Preferred Stock").

            SECOND: No issued shares of the 9.90% Preferred Stock remain
outstanding and no shares of the 9.90% Preferred Stock will be issued in the
future.

            THIRD: Because no shares of the 9.90% Preferred Stock are currently
outstanding and because no shares of the 9.90% Preferred Stock will be issued in
the future, the Board of Directors adopted the following resolutions on
September 21, 2001, in order to eliminate from the Restated Certificate of
Incorporation all references to the 9.90% Preferred Stock which are contained in
Article FOURTH, Section D and in Exhibit B of the Restated Certificate of
Incorporation filed by the Corporation with the Secretary of State of the State
of Delaware on May 18, 2000:

            RESOLVED that, as of September 21, 2001, none of the 52,217
      authorized shares of the 9.90% Non-voting Mandatorily Redeemable Preferred
      Stock, Series B, par value $0.01 per share, of


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      the Corporation (the "9.90% Preferred Stock"), created pursuant to Article
      FOURTH, Section D and Exhibit B of the Restated Certificate of
      Incorporation of the Corporation filed by the Corporation with the
      Secretary of State of the State of Delaware on May 18, 2000, are
      outstanding; and

            FURTHER RESOLVED, that no shares of the 9.90% Preferred Stock will
      be issued by the Corporation at any time from and after September 21,
      2001; and

            FURTHER RESOLVED, that the proper officers of the Corporation are
      each hereby authorized, empowered and directed to execute, in the name and
      on behalf of the Corporation, and cause to be filed with the Secretary of
      State of the State of Delaware, a Certificate of Elimination, in such form
      as the officer executing the same shall approve, such approval to be
      conclusively evidenced by his execution thereof, and to take any and all
      steps and do or cause to be done any and all things which they deem
      necessary, appropriate or advisable in order to eliminate from the
      Restated Certificate of Incorporation of the Corporation all references to
      the 9.90% Preferred Stock which are contained in Article FOURTH, Section D
      and in Exhibit B of the Restated Certificate of Incorporation of the
      Corporation filed by the Corporation with the Secretary of State of the
      State of Delaware on May 18, 2000.

            IN WITNESS WHEREOF, the Corporation has caused this Certificate of
      Elimination to be duly executed in its corporate name this 20th day of
      November 2001.

                              NTL INCORPORATED


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


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