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Exhibit 99.3



Corporate Governance Guidelines

of

NTL Europe, Inc.



Adopted as of January 10, 2003





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Corporate Governance Guidelines
of NTL Europe, Inc.

OVERVIEW

The following Corporate Governance Guidelines have been adopted by the Board of
Directors (the Board) of NTL Europe, Inc., a Delaware corporation (together
with its subsidiaries, the Company) to assist the Board in the exercise of
its responsibilities and duties. These Corporate Governance Guidelines reflect
the Boards commitment to monitor the effectiveness of policy and decision
making both at the Board and management level, with a view to enhancing
long-term stockholder value.

These Corporate Governance Guidelines are not intended to change or interpret
any foreign, federal or state law or regulation, including the Delaware General
Corporation Law, or the Certificate of Incorporation or By-laws of the Company.
These Corporate Governance Guidelines are subject to modification from time to
time by the Board or an authorized committee of the Board.

These Corporate Governance Guidelines will be included as an exhibit to a
report filed by the Company under the Securities Exchange Act of 1934, as
amended, and will also be posted on the Companys Website. In addition, the
Companys annual report for each year will state that these Corporate
Governance Guidelines are available on the Companys Website, and that these
Corporate Governance Guidelines are available in print to any stockholder who
so requests in a writing directed to the Secretary of the Company at the
Companys principal executive office.

THE BOARD

Role of Directors

The business and affairs of the Company shall be managed by or under the
direction of the Board. A director is expected to spend the time and effort
necessary to properly discharge such directors responsibilities. Accordingly,
a director is expected to regularly attend meetings of the Board and committees
on which such director sits, and to review prior to meetings material
distributed in advance for such meetings. A director who is unable to attend a
meeting (which it is understood will occur on occasion) is expected to notify
the Chairman of the Board or the Chairman of the appropriate committee in
advance of such meeting.

The Boards Goals

The Boards goal is to build long-term value for the Companys stockholders and
to assure the vitality of the Company for its customers, employees and the
other individuals and organizations who depend on the Company.

To achieve these goals, the Board will monitor both the performance of the
Company (in relation to its goals, strategy and competitors) and the
performance of the Chief

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Executive Officer, and offer him or her constructive advice and feedback. The
Board is also responsible for assuring that the Companys management and
employees operate in a legal and ethically responsible manner. When it is
appropriate or necessary, it is the Boards responsibility to remove the Chief
Executive Officer or any other officer and to select his or her successor.

Selection of the Chairman of the Board

The Board does not require the separation of the offices of the Chairman of the
Board and the Chief Executive Officer. The Board shall be free to choose its
Chairman of the Board in any way that it deems best for the Company at any
given point in time.

Size of the Board

The Companys By-laws provide that the Board is composed of no fewer than three
and no more than fifteen directors. This range permits diversity of experience
without hindering effective discussion or diminishing individual
accountability. The size of the Board could, however, be increased or
decreased if determined to be appropriate by the Board (or its stockholders in
accordance with the Companys By-laws). For example, it may be desirable to
increase the size of the Board in order to accommodate the availability of an
outstanding candidate for director.

Selection of New Directors

The Board shall be responsible for nominating members for election to the Board
and for filling vacancies on the Board that may occur between annual meetings
of stockholders. The Corporate Governance and Nominating Committee is
responsible for identifying, screening and recommending candidates to the Board
for Board membership. When formulating its Board membership recommendations,
the Corporate Governance and Nominating Committee shall also consider advice
and recommendations from others as it deems appropriate. The Chairman of the
Board extends invitations to join the Board on behalf of the entire Board.

Board Membership Criteria

Nominees for director shall be selected on the basis of, among other things,
experience, knowledge, skills, expertise, integrity, diversity, ability to make
independent analytical inquiries, understanding of the Companys business
environment and willingness to devote adequate time and effort to Board
responsibilities.

Other Public Company Directorships

The Company does not have a policy limiting the number of other public company
boards of directors upon which a director may sit. However, the Board shall
consider the number of other public company boards and other boards (or
comparable governing bodies) on which a prospective nominee is a member.
Membership on the Audit Committee will not be extended to any director who is
at such time serving on the audit committee of three or more public companies.
A member of the Audit Committee who

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

Independence of the Board

The Board shall be comprised at all times of a majority of directors who
qualify as independent directors (Independent Directors) under the
Sarbanes-Oxley Act of 2002, as codified and as it may be amended from time to
time (Sarbanes-Oxley).

The Board shall review annually the relationships that each director has with
the Company (either directly or as a partner, stockholder or officer of an
organization that has a relationship with the Company). Following such annual
review, only those directors who the Board affirmatively determines meet the
qualifications for independence prescribed under the Sarbanes-Oxley or under
applicable law will be considered Independent Directors. The Board may adopt
and disclose categorical standards to assist it in determining director
independence.

Directors Who Change Their Present Job Responsibility

Directors who are also employees of the Company are required to resign from the
Board at the same time they leave employment with the Company.

The Board does not believe that non-employee directors who retire or change the
position they held when they became a member of the Board should necessarily
leave the Board. Promptly following such event, the director must notify the
Board, which shall review the continued appropriateness of the affected
director remaining on the Board under the circumstances. The affected director
is expected to act in accordance with the Boards recommendation following such
review.

Board Compensation

A director who is also an officer of the Company shall not receive additional
compensation for such service as a director.

The Company believes that compensation for non-employee directors should be
competitive. It is expected that non-management directors will receive
remuneration for each meeting they attend in an amount to be proposed by the
Compensation Committee to the full Board for consideration and vote. Pursuant
to the Companys Reorganization Plan, the compensation for non-employee
directors will initially be $50,000 per year and $2,000 per meeting. The
annual fee shall be payable quarterly in advance. The expenses the Board
members incur in order to fulfill their obligations to the Board will be
reimbursed by the Company.

The Compensation Committee will periodically review the level and form of the
Companys director compensation, including how such compensation relates to
director compensation of companies of comparable size, industry and complexity.
Such review will also include a review of both direct and indirect forms of
compensation to the

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Companys directors, including any charitable contributions by the Company to
organizations in which a director is affiliated and consulting or other similar
arrangements between the Company and a director. Changes to director
compensation will be proposed by the Compensation Committee to the full Board
for consideration and vote. The Board shall have the authority to change the
fees payable.

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 Audit Committee may receive from the Company; provided, however, that
subject to applicable law a member of the Audit Committee may also receive
pension or other forms of deferred compensation from the Company for prior
service so long as such compensation is not contingent in any way on continued
service.

Separate Sessions of Independent Directors

The Independent Directors shall meet in executive session without management on
a regularly scheduled basis, but not less frequently than quarterly. The name
of the director will be publicized in order to promote direct communications by
employees and stockholders and Independent Directors.

Any interested parties desiring to communicate with the Lead Independent
Director and the other Independent Directors regarding the Company may directly
contact such directors by contacting the Secretary of the Company in writing at
the Companys principal executive offices.

Strategic Direction of the Company

Normally it is managements job to formalize, propose and implement strategic
choices and the Boards role to approve strategic direction and evaluate
strategic results. However, as a practical matter, the Board and management
will be better able to carry out their respective strategic responsibilities if
there is an ongoing dialogue among the Chief Executive Officer, other members
of top management and other Board members. To facilitate such discussions,
members of senior management who are not directors may be invited to
participate in Board meetings when appropriate.

Board Access to Management

Board members shall have access to the Companys management and, as
appropriate, to the Companys outside advisors. Board members shall coordinate
such access through the Chairman of the Board and Board members will use
judgment to assure that this access is not distracting to the business
operation of the Company.

Attendance of Management Personnel at Board Meetings

The Board encourages the Chief Executive Officer to bring members of management
from time to time into Board meetings to: (i) provide management insight into
items being discussed by the Board which involve the manager; (ii) make
presentations to the Board on matters which involve the manager; and (iii)
bring managers with significant

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potential into contact with the Board. Attendance of such management personnel
at Board meetings should be brought to the attention of the Board in the notice
for the meeting and is at the discretion of the Board. Should the Chief
Executive Officer desire to add additional members of management as attendees
on a regular basis, this should be suggested to the Board for its concurrence.

Board Materials Distributed in Advance

Information and materials that are important to the Boards understanding of
the agenda items and other topics to be discussed and considered at a Board
meeting should, to the extent practicable, be distributed sufficiently in
advance of the meeting to permit prior review by the directors. In the event
of a pressing need for the Board to meet on short notice or if such materials
would otherwise contain highly confidential or sensitive information, it is
recognized that written materials may not be available in advance of a meeting.

Board Interaction with Governmental Agencies, Institutional Investors,
Analysts, Press, Customers and Suppliers

The Board believes that senior management generally should speak for the
Company. It is suggested that each director shall refer all inquiries from
governmental agencies, institutional investors, analysts, the press, customers
or suppliers to the Chief Executive Officer or his or her designee.

BOARD MEETINGS

Frequency of Meetings

There shall be four regularly scheduled meetings of the Board each year. At
least one regularly scheduled meeting of the Board shall be held quarterly.

COMMITTEE MATTERS

Number and Names of Board Committees

The Company shall have two standing committees: Audit and Compensation. The
purpose and responsibilities for the Audit, and Compensation committees shall
be outlined in committee charters adopted by the Board. The Board may want,
from time to time, to form a new committee or disband a current committee
depending on circumstances. In addition, the Board may determine to form ad
hoc committees from time to time, and determine the composition and areas of
competence of such committees.

Independence of Board Committees

Each of the Audit Committee and the Compensation Committee shall be composed
entirely of Independent Directors satisfying applicable legal, regulatory and
stock exchange requirements necessary for an assignment to any such committee.

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Assignment of Committee Members

The Board shall be responsible, after consultation with the Chairman of the
Board, for making recommendations with respect to the assignment of Board
members to various committees. After reviewing the recommendations, the Board
shall be responsible for appointing the Chairman and members to the committees
on an annual basis.

Communications with Board

The Chairman of each Board committee will report to the full Board after every
meeting. Minutes from each meeting of the Board committee will be distributed
to the full Board, except in the case where the Board committee was formed for
or given the authority to investigate or explore matters that may involve an
actual or potential conflict of interest with one or more Board members, in
which case, the non-conflicted Board members will be provided with a copy of
such minutes.

LEADERSHIP DEVELOPMENT

Selection of the Chief Executive Officer

The Board shall be responsible for identifying potential candidates for, and
selecting, the Companys Chief Executive Officer. In identifying potential
candidates for, and selecting, the Companys Chief Executive Officer, the Board
shall consider, among other things, a candidates experience, understanding of
the Companys business environment, leadership qualities, knowledge, skills,
expertise, integrity, and reputation in the business community.

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