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Exhibit 99.7

CHARTER OF THE
AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS OF NTL EUROPE, INC.
AS ADOPTED BY THE AUDIT COMMITTEE
ON JANUARY 10, 2003



|I. |  | PURPOSE OF THE COMMITTEE
|-- |  | ------------------------

The purpose of the Audit Committee (the Committee) of the Board of
Directors (the Board) of NTL Europe, Inc. (the Corporation) is to provide
assistance to the Board in fulfilling its legal and fiduciary obligations with
respect to matters involving the accounting, auditing, financial reporting,
internal control and legal compliance functions of the Corporation and its
subsidiaries, including, without limitation, (a) assisting the Boards
oversight of (i) the integrity of the Corporations financial statements, (ii)
the Corporations compliance with legal and regulatory requirements, (iii)
appointment of the Corporations independent auditors, (iv) the Corporations
independent auditors qualifications and independence, (v) the performance of
the Corporations independent auditors and the Corporations internal audit
function (including the resolution of disagreements between the Corporations
independent auditors and management regarding financial reporting), and (vi)
compensation of the Corporations independent auditors, and (b) preparing the
report required to be prepared by the Committee pursuant to the rules of the
Securities and Exchange Commission (the SEC) for inclusion in the
Corporations annual proxy statement.



|II. |  | COMPOSITION OF THE COMMITTEE
|--- |  | ----------------------------

The Committee shall be comprised of two or more directors as determined by
resolution of the Board. Each member of the Committee shall be independent
and qualified to serve on the Committee pursuant to the requirements of the
Sarbanes-Oxley Act of 2002, as codified and as it may be amended from time to
time (the Act), and the rules and regulations promulgated by the SEC pursuant
to the Act. Directors fees (including any additional amounts paid to chairs
of committees and to members of committees of the Board) are the only
compensation a member of the Committee may receive from the Corporation.

Membership on the Committee will not be extended to any director who is at
such time serving on the audit committee of three or more public companies
unless otherwise determined by resolution of the Board. A member of the





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Committee who thereafter is serving on the audit committee of three or
more public companies (in addition to the Committee) may be required to resign
from the Committee after discussion and consideration by the independent
directors.

At least one member of the Committee must be a financial expert, as such
term is defined in the rules and regulations promulgated by the SEC pursuant to
the Act, as the Board interprets such requirement in its business judgment. If
no member of the Committee is a financial expert, as such term is defined in
the rules and regulations promulgated by the SEC pursuant to the Act, the
Committee shall promptly inform the Board.

The members of the Committee shall be nominated by the Board and elected
annually to one-year terms by majority vote of the Board in accordance with the
Corporate Governance Guidelines of the Corporation. The Board shall annually
review the assignment of Committee members and shall consider the rotation of
the chairperson and members of the Committee. Any vacancy on the Committee
shall be filled by majority vote of the Board at the next meeting of the Board
following the occurrence of the vacancy in accordance with the Corporate
Governance Guidelines of the Corporation. No member of the Committee shall be
removed except by majority vote of the Board.



|III. |  | MEETINGS AND PROCEDURES OF THE COMMITTEE
|---- |  | ----------------------------------------

The Committee shall fix its own rules of procedure, which shall be
consistent with the By-laws of the Corporation and this Charter. The Committee
shall meet once every fiscal quarter or more frequently as it shall determine
is necessary to carry out its duties and responsibilities. Any member of the
Committee may call a special meeting of the Committee. The Committee, in its
discretion, may ask members of management or others to attend its meetings (or
portions thereof) and to provide pertinent information as necessary. The
Committee should meet separately on a periodic basis with (i) management, (ii)
the director of the Corporations internal auditing department or other person
responsible for the internal audit function and (iii) the Corporations
independent auditors, in each case to discuss any matters that the Committee or
any of the above persons or firms believe should be discussed privately.

A majority of the members of the Committee present in person or by means
of a conference telephone or other communications equipment by means of which
all persons participating in the meeting can hear each other shall constitute a
quorum.

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The Committee may request that any directors, officers or employees of the
Corporation, or other persons whose advice and counsel are sought by the
Committee, attend any meeting of the Committee to provide such pertinent
information as the Committee requests.

The Committee shall maintain minutes of its meetings and records relating
to those meetings which minutes shall be maintained with the books and records
of the Corporation and provide copies of such minutes to the Board, including a
description of all actions taken by the Committee at the meeting.



|IV. |  | DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
|--- |  | --------------------------------------------

In carrying out its duties and responsibilities, the Committees policies
and procedures should remain flexible, so that it may be in a position to best
react or respond to changing circumstances or conditions. The following are
within the authority of the Committee:

(a) Select, in its sole discretion (subject, if applicable, to stockholder
ratification), the firm of independent auditors to audit the books and accounts
of the Corporation and its subsidiaries for each fiscal year;

(b) Review and, in its sole discretion, approve in advance the
Corporations independent auditors annual engagement letter, including the
proposed fees contained therein, as well as all audit and, as provided in the
Act, all permitted non-audit engagements and relationships between the
Corporation and such auditors (which approval should be made after receiving
input from the Corporations management). Approval of audit and permitted
non-audit services may also be made by one or more members of the Committee as
shall be designated by the Committee and the persons granting such approval
shall report such approval to the Committee at the next scheduled meeting;

(c) Review the performance of the Corporations independent auditors,
including the lead partner of the independent auditors, and, in its sole
discretion (subject, if applicable, to stockholder ratification), make
decisions regarding the replacement or termination of the independent auditors
when circumstances warrant;

(d) Obtain at least annually from the Corporations independent auditors
and review a report describing:

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| |                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the independent auditors internal quality-control procedures;                                                                                                                                                                                                                                                                                                                          
|
| | (ii) any material issues raised by the most recent internal
quality-control review, or peer review, of the independent auditors, or
by any inquiry or investigation by any governmental or professional
authority, within the preceding five years, respecting one or more
independent audits carried out by the independent auditors, and any steps
taken to deal with any such issues; and
|
| | (iii) all relationships between the independent auditors and the
Corporation (including a description of each category of services
provided by the independent auditors to the Corporation and a list of the
fees billed for each such category), consistent with Independence
Standards Board Standard 1;                                                                                  

The Committee should present its conclusions with respect to the above
matters, as well as its review of the lead partner of the independent auditors,
and its views on whether there should be a regular rotation of the independent
auditors, to the Board.

(e) Oversee the independence of the Corporations independent auditors by,
among other things:



| |                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) actively engaging in a dialogue with the independent auditors
with respect to any disclosed relationships or services that may impact
the objectivity and independence of the independent auditors, and taking,
or recommending that the full Board take, appropriate action to satisfy
itself of the auditors independence;                          
|
| | (ii) ensuring that the lead audit partner and reviewing audit
partner responsible for the audit of the Corporations financials
statements have not performed audit services for the Corporation for more
than the previous five consecutive fiscal years of the Corporation;                                                                              
|
| | (iii) ensuring that the chief executive officer, controller, chief
financial officer, chief accounting officer or other person serving in an
equivalent position of the Corporation, was not, within one year prior to
the initiation of the audit, an employee of the independent auditor who
participated in any capacity in the Corporations audit; and

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| |                                                                                                       
| | ------------------------------------------------------------------------------------------------------
| | (iv) considering whether there should be a regular rotation of the
Corporations independent auditors;

(f) Instruct the Corporations independent auditors that they are
ultimately accountable to the Committee and the Board, as representatives of
the stockholders of the Corporation, and that the Committee and the Board, as
representatives of the stockholders of the Corporation, have the ultimate
authority and responsibility for the selection, evaluation and, where
appropriate, termination of the Corporations independent auditors (or to
nominate the independent auditors to be proposed for stockholder approval in
any proxy statement);

(g) Review and accept, if appropriate, the annual audit plan of the
Corporations independent auditors, including the scope of audit activities and
all critical accounting policies and practices to be used, and monitor such
plans progress and results during the year;

(h) Review the results of the year-end audit of the Corporation, including
any comments or recommendations of the Corporations independent auditors;

(i) Review with management, the Corporations independent auditors and, if
appropriate, the director of the Corporations internal auditing department,
the following:



| |                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Corporations annual audited financial statements and
quarterly financial statements, and any amendments thereto, including the
Corporations disclosures under Managements Discussion and Analysis of
Financial Condition and Results of Operations, and any major issues
related thereto;                                                                           
|
| | (ii) any registration statement or prospectus forming a part of a
registration statement, and any amendments or supplements thereto,
including the Corporations disclosures under Managements Discussion
and Analysis of Financial Condition and Results of Operations, and any
major issues related thereto;                                                                
|
| | (iii) critical accounting policies and such other accounting
policies of the Corporation as are deemed appropriate for review by the
Committee prior to any interim or year-end filings with the SEC or other
regulatory body, and any amendments thereto, including any financial
reporting issues which could have a material impact on the Corporations
financial statements;

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) major issues regarding accounting principles and financial
statements presentations, including (A) any significant changes in the
Corporations selection or application of accounting principles and (B)
any analyses prepared by management and/or the independent auditors
setting forth significant financial reporting issues and judgments made
in connection with the preparation of the financial statements, including
analyses of the ramifications and effects of alternative generally
accepted accounting principles methods on the Corporations financial
statements;
|
| | (v) all alternative treatments of financial information that have
been discussed by the independent auditors and management, ramifications
of the use of such alternative disclosures and treatments, and the
treatment preferred by the auditors;                                                                                                                                                                                                                                                                                                                                       
|
| | (vi) all other material written communications between the
independent auditors and management, such as any management letter or
schedule of unadjusted differences; and                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (vii) the effect of regulatory and accounting initiatives, as well
as off-balance sheet structures, on the financial statements of the
Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                      

(j) Review with the chief executive officer and chief financial officer
and independent auditors, periodically, the following:



| |                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Corporations ability
to record, process, summarize, and report financial data, including any
material weaknesses in internal controls identified by the Corporations
independent auditors;
|
| | (ii) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Corporations internal
controls; and                                                                                                                                                  
|
| | (iii) any significant changes in internal controls or in other
factors that could significantly affect internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.                                                                                   

(k) Attempt to resolve all disagreements between the Corporations
independent auditors and management regarding financial reporting;

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(l) Review on a regular basis with the Corporations independent auditors
any problems or difficulties encountered by the independent auditors in the
course of any audit work, including managements response with respect thereto,
any restrictions on the scope of the independent auditors activities or on
access to requested information, and any significant disagreements with
management. In connection therewith, the Committee should review with the
independent auditors the following:



| |                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) any accounting adjustments that were noted or proposed by the
independent auditors but were rejected by management (as immaterial or
otherwise);                  
|
| | (ii) any communications between the audit team and the independent
auditors national office respecting auditing or accounting issues
presented by the engagement; and
|
| | (iii) any management or internal control letter issued, or
proposed to be issued, by the independent auditors to the Corporation;                                 

(m) Confirm that the Corporations interim financial statements included
in Quarterly Reports on Form 10-Q, and any amendments thereto, have been
reviewed by the Corporations independent auditors;

(n) Review:



| |                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the adequacy and effectiveness of the Corporations accounting
and internal control policies and procedures on a regular basis,
including the responsibilities, budget, staffing and supervision of the
Corporations internal audit function, through inquiry and discussions
with the Corporations independent auditors and management of the
Corporation; and                   
|
| | (ii) the yearly report prepared by management, and attested to by
the Corporations independent auditors, assessing the effectiveness of
the Corporations internal control structure and procedures for financial
reporting and stating managements responsibility to establish and
maintain such structure and procedures, prior to its inclusion in the
Corporations annual report;

(o) Review with management the Corporations administrative, operational
and accounting internal controls, including any special

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audit steps adopted in light of the discovery of material control
deficiencies, and evaluate whether the Corporation is operating in accordance
with its prescribed policies, procedures, guidelines and codes of conduct;

(p) Receive periodic reports from the Corporations independent auditors
and management of the Corporation to assess the impact on the Corporation of
significant accounting or financial reporting developments that may have a
bearing on the Corporation;

(q) Establish and maintain free and open means of communication between
and among the Board, the Committee, the Corporations independent auditors, the
Corporations internal auditing department and management, including providing
such parties with appropriate opportunities to meet separately and privately
with the Committee on a periodic basis;

(r) Review the Corporations earnings press releases (especially the use
of pro forma or adjusted information not prepared in compliance with
generally accepted accounting principles), as well as financial information and
earnings guidance provided by the Corporation to analysts and rating agencies
(which review may be done generally (i.e., discussion of the types of
information to be disclosed and type of presentations to be made), and the
Committee need not discuss in advance each earnings release or each instance in
which the Corporation may provide earnings guidance);

(s) Establish clear hiring policies by the Corporation for employees or
former employees of the Corporations independent auditors;

(t) Discuss guidelines and policies governing the process by which senior
management of the Corporation and the relevant departments of the Corporation
assess and manage the Corporations exposure to risk, as well as the
Corporations major financial risk exposures and the steps management has taken
to monitor and control such exposures;

(u) Meet at least annually with the general counsel, and outside counsel
when appropriate, to review legal and regulatory matters, including any matters
that may have a material impact on the financial statements of the Corporation;

(v) Prepare the report required by the rules of the SEC to be included in
the Corporations annual proxy statement;

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(w) Review the Corporations policies relating to the avoidance of
conflicts of interest and review past or proposed transactions between the
Corporation and members of management as well as policies and procedures with
respect to officers expense accounts and perquisites, including the use of
corporate assets. The Committee shall consider the results of any review of
these policies and procedures by the Corporations independent auditors;

(x) Review the Corporations program to monitor compliance with the
Corporations Code of Business Conduct and Ethics, and meet periodically with
the Corporations Compliance Officer to discuss compliance with the Code of
Business Conduct and Ethics; the Committee must approve all waivers of the
Corporations Code of Business Conduct and Ethics for directors and executive
officers of the Corporation and must promptly disclose the existence and terms
of such waivers as required by any law, regulation or listing standard;

(y) Obtain from the Corporations independent auditors any information
pursuant to Section 10A of the Securities Exchange Act of 1934;

(z) Establish procedures for (i) the receipt, retention and treatment of
complaints received by the Corporation regarding accounting, internal
accounting controls or auditing matters, (ii) the confidential, anonymous
submission by employees of the Corporation of concerns regarding questionable
accounting or auditing matters and (iii) the reporting to a member of the
Committee of alleged violations of applicable law, the Corporations Code of
Business Conduct and Ethics, or the Corporations related policies;

(aa) Secure independent expert advice to the extent the Committee
determines it to be necessary to carry out its duties, including retaining,
with or without Board approval, independent counsel, accountants, consultants
or others, to assist the Committee in fulfilling its duties and
responsibilities, the cost of such independent expert advisors to be borne by
the Corporation;

(bb) Report regularly to the Board on its activities, as appropriate. In
connection therewith, the Committee should review with the Board any issues
that arise with respect to the quality or integrity of the Corporations
financial statements, the Corporations compliance with legal or regulatory
requirements, the performance and independence of the Corporations independent
auditors, and the performance of the internal audit function;

(cc) Perform such additional activities, and consider such other matters,
within the scope of its responsibilities, as the Committee or the Board deems
necessary or appropriate; and

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(dd) Review and approve all related-party transactions.

While the Committee has the duties and responsibilities set forth in this
Charter, the Committee is not responsible for planning or conducting the audit
or for determining whether the Corporations financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles.

In fulfilling their responsibilities hereunder, it is recognized that
members of the Committee are not full time employees of the Corporation, it is
not the duty or responsibility of the Committee or its members to conduct
field work or other types of auditing or accounting reviews or procedures or
to set auditor independence standards, and each member of the Committee should
be entitled to rely on (i) the integrity of those persons and organizations
within and outside the Corporation from which it receives information, (ii) the
accuracy of the financial and other information provided to the Committee
absent actual knowledge to the contrary (which shall be promptly reported to
the Board), and (iii) statements made by management or third parties as to any
information technology, internal audit and other non-audit services provided by
the Corporations independent auditors to the Corporation.

* * *

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