**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I, Jacques Kerrest, certify that:

 

1.      I have reviewed thisquarterly report on Form 10-Q of NTL Incorporated (“NTL”) and NTL InvestmentHoldings Limited.

 

2. Based on my knowledge, this report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report.

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of theregistrants as of, and for, the periods presented in this report.

 

4. The registrants’ other certifying officer and I are responsible forestablishing and maintaining the registrants’ disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and NTL’sinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) and have:

 

a) Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrants, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b) Designed NTL’s internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c) Evaluated the effectiveness of theregistrants’ disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d) Disclosed in this report any change in theregistrants’ internal control over financial reporting that occurred during theregistrants’ most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrants’ internal control overfinancial reporting.

 

5. The registrants’ other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrants’ auditors and the audit committee of theregistrants’ board of directors (or persons performing the equivalentfunctions):

 

a) All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrants’ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrants’ internal control over financial reporting.

 

 
| Date: November 9, 2006 | /s/ Jacques Kerrest     |   |
|------------------------|-------------------------|--------|
|                   | Jacques Kerrest         |
|                   | Chief Financial Officer |

 

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