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                                                                 Exhibit 4.39(e)

                     AMENDMENT NO. 5 TO THE RIGHTS AGREEMENT

              AMENDMENT NO. 5 TO THE RIGHTS AGREEMENT (this "Amendment"), dated
as of May 25, 2000, by and between NTL INCORPORATED, a Delaware corporation (the
"Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York banking
corporation (the "Rights Agent") amends the Rights Agreement (the "Rights
Agreement"), dated October 13, 1993, as amended pursuant to Amendment No. 1 to
the Rights Agreement ("Amendment No. 1"), dated as of March 31, 1999, Amendment
No. 2 to the Rights Agreement ("Amendment No. 2"), dated as of October 23, 1999,
Amendment No. 3 to the Rights Agreement ("Amendment No. 3"), dated as of March
28, 2000, and Amendment No. 4 to the Rights Agreement ("Amendment No. 4"), dated
as of May 18, 2000, in each case, by and among the Company, the Rights Agent and
the other party signatory thereto, if any (collectively, the "Amended Rights
Agreement"). Capitalized terms used in this Amendment without definition shall
have the meanings given to them in the Amended Rights Agreement.

              WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights;

              WHEREAS, the Distribution Date has not occurred, and that
accordingly, the Company and the Rights Agent hereby amend the Amended Rights
Agreement in accordance with Section 27 thereof;

              WHEREAS, in accordance with Section 27 of the Amended Rights
Agreement, an authorized officer of the Company has delivered to the Rights
Agent an officer's certificate as to the compliance of this Amendment with the
terms and conditions contained in Section 27 of the Amended Rights Agreement;

              WHEREAS, the Company and France Telecom entered into an Investment
Agreement, dated July 26, 1999, as amended (the "Investment Agreement") pursuant
to which the Company agreed to issue and sell and France Telecom agreed to
purchase 27,027,027 shares of Common Stock and 2,000,000 shares of 5% Cumulative
Participating Convertible Preferred Stock, Series B, par value $0.01 per share,
of the Company, having an aggregate liquidation preference of $2,000,000,000
(two billion dollars) (the "Series B Preferred Shares");

               WHEREAS, in connection with a five-for-four stock split by way of
stock dividend of the Company, with a record date of October 4, 1999 and a
payment date of October 7, 1999, and another five-for-four stock split by way of
stock dividend of the Company, with a record date of January 31, 2000 and a
payment date of February 3, 2000, the Company and France Telecom executed
amendments to the Investment Agreement, the effect of which, among other things,
is to change the number of shares of Common Stock deliverable to France Telecom
under the Investment Agreement to 42,229,730 shares of Common Stock (the
"Investment Agreement Common Shares");




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              WHEREAS, COGECOM currently holds (i) 8,451,023 shares of Common
Stock, (ii) (A) 750,000 shares of Series A Preferred Stock which are initially
convertible into an aggregate of 9,375,000 shares of Common Stock, (B) 5,000
shares of 5% Cumulative Participating Convertible Preferred Stock, Series C of
the Company which are initially convertible into an aggregate of 62,086 shares
of Common Stock, (C) 9,437.50 shares of 5% Cumulative Participating Convertible
Preferred Stock, Series D of the Company which are initially convertible into an
aggregate of 115,740 shares of Common Stock and (D) 9,555.47 shares of 5%
Cumulative Participating Convertible Preferred Stock, Series E of the Company
which are initially convertible into an aggregate of 115,740 shares of Common
Stock, (iii) 750,000 shares of 5% Preferred Stock and (iv) $232,000,000 of 5.75%
Convertible Subordinated Notes due 2009 of the Company which are initially
convertible into an aggregate of 2,144,494 shares of Common Stock;

              WHEREAS, the Company and France Telecom have entered into an
Assignment Agreement pursuant to which France Telecom has assigned its rights to
purchase the Series B Preferred Shares and the Investment Agreement Common
Shares pursuant to the Investment Agreement to COGECOM, subject to the terms and
conditions of such assignment agreement;

              WHEREAS, the Company entered into a Restated Transaction
Agreement, dated as of July 26, 1999 (the "Restated Transaction Agreement"), by
and among the Company, Cable and Wireless plc ("Cable and Wireless"), Cable &
Wireless Communications plc ("Cable & Wireless") and Bell Atlantic Corporation
pursuant to which the Company agreed to acquire the residential cable assets of
Cable & Wireless;

              WHEREAS, pursuant to the results of the Mix and Match Election
effected pursuant to the Restated Transaction Agreement as partial consideration
of Cable and Wireless' ownership of Cable & Wireless ordinary shares, Cable and
Wireless and its Affiliate, C&W Cable Limited (collectively, the "Cable and
Wireless Parties") will receive from the Company upon Completion (as such term
is defined in the Restated Transaction Agreement) approximately 44,362,613
shares of Common Stock (the "Cable and Wireless Parties Common Shares"); and

              WHEREAS, the Board of Directors of the Company has determined that
it is in the best interests of the Company and its stockholders, to amend, to
the extent necessary, the Amended Rights Agreement to exempt the purchase of the
Series B Preferred Shares and any shares of Common Stock issued upon conversion
or redemption of, or as a dividend with respect to, the Series B Preferred
Shares and any subsequent series of convertible preferred stock of the Company
resulting from the issuance of the Series B Preferred Shares, the Investment
Agreement Common Shares and the Cable and Wireless Parties Common Shares, in
each case, from the application of the Amended Rights Agreement.

              In consideration of the premises and the mutual agreements set
forth herein and in the Amended Rights Agreement and this Amendment, the parties
hereto intending to be legally bound hereby agree as follows:


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              Section 1. Incorporation of "Cable & Wireless", "Cable and
Wireless", "Cable and Wireless Parties", "Cable and Wireless Parties Common
Shares", "Investment Agreement", "Investment Agreement Common Shares" and
"Restated Transaction Agreement". The terms "Cable & Wireless", "Cable and
Wireless", "Cable and Wireless Parties", "Cable and Wireless Parties Common
Shares", "Investment Agreement", "Investment Agreement Common Shares" and
"Restated Transaction Agreement" and the respective definitions of such terms as
set forth in the Preamble of this Amendment are hereby incorporated in the
Amended Rights Agreement under the heading "Certain Definitions" in Section 1
thereof.

              Section 2. Amendment to Definition of "Acquiring Person". Section
1(a) of the Amended Rights Agreement is hereby amended to add the following
sentence after the last sentence thereof, which sentence was added pursuant to
Amendment No. 4:

              "Notwithstanding anything in this Agreement to the contrary, (i)
       France Telecom and/or any of France Telecom's Affiliates and/or
       Associates shall not be considered an Acquiring Person as a result of
       having become the Beneficial Owner of (A) the Investment Agreement Common
       Shares issued and sold pursuant to the Investment Agreement or (B) the
       shares of Common Stock issued upon conversion or redemption of, or as a
       dividend with respect to, the Series B Preferred Shares and any
       subsequent series of convertible preferred stock of the Company resulting
       from the issuance of the Series B Preferred Shares and (ii) the Cable and
       Wireless Parties and/or any of the Cable and Wireless Parties' Affiliates
       and/or Associates shall not be considered an Acquiring Person as a result
       of having become the Beneficial Owner of Cable and Wireless Parties
       Common Shares pursuant to the Restated Transaction Agreement.
       Notwithstanding the foregoing, in the event France Telecom and/or any of
       France Telecom's Affiliates and/or Associates or the Cable and Wireless
       Parties and/or any of the Cable and Wireless Parties' Affiliates and/or
       Associates, as the case may be, shall acquire any Common Stock or
       securities convertible, exercisable, exchangeable or redeemable into
       Common Stock or be issued Common Stock upon the conversion, exercise,
       exchange or redemption of, or as a dividend with respect to securities of
       the Company after the date hereof and other than as described in the
       immediately preceding sentence and solely with respect to France Telecom
       and/or any of France Telecom's Affiliates and/or Associates, Amendment
       No. 2 and Amendment No. 3, then (x) France Telecom and/or any of France
       Telecom's Affiliates and/or Associates or the Cable and Wireless Parties
       and/or any of the Cable and Wireless Parties' Affiliates and/or
       Associates, as the case may be, shall be deemed to beneficially own all
       such securities as well as any securities previously or thereafter
       acquired and then owned by France Telecom and/or any of France Telecom's
       Affiliates and/or Associates or the Cable and Wireless Parties and/or any
       of the Cable and Wireless Parties' Affiliates and/or Associates, as the
       case may be, and (y) all securities deemed to be Beneficially Owned by
       France Telecom and/or any of France Telecom's Affiliates and/or
       Associates or the Cable and Wireless Parties and/or any of the Cable and
       Wireless Parties' Affiliates and/or Associates, as the case may be, shall
       be counted in determining when such Person is an "Acquiring Person".

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              Section 3. Amended Rights Agreement as Amended. The term
"Agreement" as used in the Amended Rights Agreement shall be deemed to refer to
the Amended Rights Agreement as amended hereby and as previously amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4. Each of
the foregoing amendments shall be effective as of their respective dates and,
except as set forth herein, the Amended Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby. In the event of any
conflict or inconsistency between the provisions of this Amendment on the one
hand and the Amended Rights Agreement or Amendment No. 1, Amendment No. 2,
Amendment No. 3 or Amendment No. 4 on the other hand, with respect to the
matters set forth herein or contemplated hereby, the provisions of this
Amendment shall govern such conflict or inconsistency.

              Section 4. Counterparts. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall for all purposes be
deemed an original, but all such counterparts shall together constitute but one
and the same instrument.

              Section 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.

              Section 6. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

              IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their authorized representative as of the date first
above written.

Attest:                           NTL INCORPORATED


By: /s/ Lauren Hochman Blair        By: /s/ Richard J. Lubasch
   --------------------------          --------------------------
   Name: Lauren Hochman Blair          Name: Richard J. Lubasch
   Title: Assistant General            Title: Executive Vice President,
            Council                             General Counsel and Secretary

Attest:                           CONTINENTAL STOCK TRANSFER
                                  & TRUST COMPANY


By: /s/ Steven Nelson               By: /s/ Michael J. Nelson
   --------------------------          --------------------------
   Name: Steven Nelson                 Name: Michael J. Nelson
   Title: Chairman                     Title: President



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