EXHIBIT 5

                           Form of Share Certificate
                          [Face of Share Certificate]

                               NTL INCORPORATED
             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

No. NI ______  Cusip No. 62940M 10 4                   _______________ Shares

                                 COMMON STOCK

                  This certifies that                                  ,
is the owner of                  fully  paid and  non-assessable  shares of
Common  Stock of $0.01  par  value  each of NTL  Incorporated transferable on
the books of the  Corporation in person or by attorney upon surrender of this
certificate duly endorsed or assigned.  This certificate and the shares
represented hereby are subject to the laws of the State of Delaware,  and to
the Certificate of Incorporation and By-laws of the Corporation,  as now or
hereafter amended.  This certificate is not valid until countersigned by the
Transfer Agent.

                  WITNESS the facsimile seal of the Corporation  and the
facsimile signatures of its duly authorized officers.

                  Dated:

                  NTL INCORPORATED
                  [Corporate Seal]

                  By:

                  --------------------------     --------------------------
                  President                      Secretary

                  Countersigned:

                  CONTINENTAL STOCK TRANSFER & TRUST COMPANY
                  JERSEY CITY, NJ
                  TRANSFER AGENT AND REGISTRAR

                  By:

                  Authorized Officer





                        [Reverse of Share Certificate]

                               NTL INCORPORATED
                                 COMMON STOCK

                  The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:

                                         
 TEN COM - as tenants in common             UNIF GIFT MIN ACT - ____Custodian _______
 TEN ENT - as tenants by the entireties                        (Cust)         (Minor)
 JT TEN - as joint tenants with right of            Under Uniform Gifts to Minors
          survivorship and not as tenants
          in common                                       Act__________
                                                               (State)




    Additional abbreviations may also be used though not in the above list.


For Value Received, ___________ hereby sell, assign and transfer unto

   PLEASE INSERT SOCIAL SECURITY OR OTHER
           IDENTIFYING NUMBER OF ASSIGNEE
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 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)





                  Shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint

                  Attorney to transfer the said capital stock on the books of
the within named Corporation with full power of substitution in the premises.

Dated

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                      NOTICE:  THE  SIGNATURE(S)  TO THIS  ASSIGNMENT  MUST
                      CORRESPOND  WITH THE NAME AS WRITTEN UPON THE FACE OF
                      THE   CERTIFICATE   IN  EVERY   PARTICULAR,   WITHOUT
                      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

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              SIGNATURE(S) GUARANTEED
THE   SIGNATURE(S)   TO  THIS  ASSIGNMENT  MUST  BE
GUARANTEED BY AN "ELIGIBLE  GUARANTOR  INSTITUTION"
AS DEFINED  IN RULE  17Ad-15(2)  PROMULGATED  UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
AS SET FORTH IN THE RIGHTS AGREEMENT BY AND BETWEEN NTL INCORPORATED (THE
"CORPORATION") AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY (THE "RIGHTS
AGENT"), DATED AS OF JANUARY 10, 2002 (THE "RIGHTS AGREEMENT"), THE TERMS OF
WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE
AT THE PRINCIPAL OFFICES OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET
FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE
CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE
CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS
AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER
RECEIPT OF A WRITTEN REQUEST THEREFOR TO THE SECRETARY OF THE CORPORATION. UNDER
CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR
HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE
OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT),
WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT
HOLDER, MAY BECOME NULL AND VOID.

THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE
BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE
THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION.