-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T7LYVOdoNPcPDWwU4mnckom0hi0RLWesv24XLPxIAlxg3VQmmV8J6rv0iDnh/h2p gBm7IwgbhFnEWHVuqb5Zcg== 0001047469-06-009492.txt : 20060712 0001047469-06-009492.hdr.sgml : 20060712 20060712151400 ACCESSION NUMBER: 0001047469-06-009492 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060712 DATE AS OF CHANGE: 20060712 EFFECTIVENESS DATE: 20060712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL HOLDINGS INC. CENTRAL INDEX KEY: 0000906347 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 521822078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-135662-04 FILM NUMBER: 06958355 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-8440 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NTL INC DATE OF NAME CHANGE: 20030110 FORMER COMPANY: FORMER CONFORMED NAME: NTL COMMUNICATIONS CORP DATE OF NAME CHANGE: 19990401 FORMER COMPANY: FORMER CONFORMED NAME: NTL INC /DE/ DATE OF NAME CHANGE: 19970326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL INC CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-135662-06 FILM NUMBER: 06958353 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST GLOBAL INC DATE OF NAME CHANGE: 20031117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL INVESTMENT HOLDINGS LTD. CENTRAL INDEX KEY: 0001322791 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-135662-01 FILM NUMBER: 06958357 BUSINESS ADDRESS: STREET 1: NTL HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP BUSINESS PHONE: 011 44 1256 752 000 MAIL ADDRESS: STREET 1: NTL HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001322794 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-135662-02 FILM NUMBER: 06958358 BUSINESS ADDRESS: STREET 1: NTL HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP BUSINESS PHONE: 011 44 1256 752 000 MAIL ADDRESS: STREET 1: NTL HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL (UK) GROUP, INC. CENTRAL INDEX KEY: 0001322797 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-135662-03 FILM NUMBER: 06958356 BUSINESS ADDRESS: STREET 1: NTL HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP BUSINESS PHONE: 011 44 1256 752 000 MAIL ADDRESS: STREET 1: NTL HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL CABLE PLC CENTRAL INDEX KEY: 0001322799 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-135662 FILM NUMBER: 06958352 BUSINESS ADDRESS: STREET 1: NTL HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP BUSINESS PHONE: 011 44 1256 752 000 MAIL ADDRESS: STREET 1: NTL HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL:Telewest LLC CENTRAL INDEX KEY: 0001368280 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 205117579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-135662-05 FILM NUMBER: 06958354 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE, SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE, SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 POSASR 1 a2171826zposasr.htm POSASR
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        Registration Nos. 333-135662, 135662-01,
135662-02, 135662-03,
135662-04, 135662-05, 135662-06

As filed with the Securities and Exchange Commission on July 12, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

NTL CABLE PLC*
(Exact Name of Registrant as Specified in Its Charter)
* And the Guarantors listed below

England and Wales
(State or Other Jurisdiction
of Incorporation or Organization)		   98-0425095
(I.R.S. Employer Identification No.)

NTL House
Bartley Wood Business Park
Hook, Hampshire RG27 9UP
United Kingdom
+44 (0) 1256 752000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Bryan H. Hall
Secretary and General Counsel
NTL Incorporated
909 Third Avenue, Suite 2863
New York, New York 10022
(212) 906-8440
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies to:
Timothy E. Peterson
Fried, Frank, Harris, Shriver & Jacobson (London) LLP
99 City Road
London, EC1Y 1AX
United Kingdom
Tel: +44 (0) 20 7972 9600

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý

        If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o


TABLE OF ADDITIONAL REGISTRANTS

Name of Additional Registrants
   Jurisdiction of Incorporation
or Organization
   I.R.S. Employee
Identification Number
NTL Incorporated   Delaware   59-3778427
NTL:Telewest LLC   Delaware   20-5117579
NTL Holdings Inc.   Delaware   52-1822078
NTL (UK) Group, Inc.   Delaware   13-3730355
NTL Communications Limited   England and Wales   Not applicable
NTL Investment Holdings Limited   England and Wales   Not applicable

2


EXPLANATORY NOTE

        This Post-Effective Amendment No. 1 to registration statement numbers 333-135662, 135662-01, 135662-02, 135662-03, 135662-04, 135662-05 and 135662-06 is being filed by the registrants for the purpose of restating the section of the registration statement titled "Incorporation of certain documents by reference" in order to expressly incorporate in this registration statement as so amended and in the prospectus our filing on July 12, 2006 of supplemental financial statement information under cover of a Form 8-K. No changes have been made to the other sections of the registration statement.

3


Incorporation of certain documents by reference

        We are incorporating by reference certain documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this prospectus. Information in documents that we file with the SEC after the date of this prospectus will automatically update and supersede information in this prospectus. We incorporate by reference the documents listed below and any future filings NTL may make with the SEC under Section 13(a), 13(c), 14 of 15(d) of the Exchange Act prior to the termination of this offering.


NTL Holdings Inc. Filings
 
Period and Date Filed

Annual Report on Form 10-K
 
Year ended December 31, 2005, as filed on March 1, 2006.

Quarterly Report on Form 10-Q
 
Quarter ended March 31, 2006, as filed on May 12, 2006.

Current Report on Form 8-K
 
Filed on January 18, 2006, January 31, 2006, February 28, 2006 (with respect to Item 8.01 thereof only), March 2, 2006 and March 9, 2006.

Telewest Filings
 
Period or Date Filed

Annual Report on Form 10-K
 
Year ended December 31, 2005, as filed on February 28, 2006.

Current Reports on Form 8-K
 
Filed on January 4, 2006, January 25, 2006, February 1, 2006, February 7, 2006 and March 2, 2006.

NTL Filings
 
Period or Date Filed

Quarterly Report on Form 10-Q
 
Quarter ended March 31, 2006, as filed on May 10, 2006.

Current Reports on Form 8-K
 
Filed on March 6, 2006 (as amended on March 7, 2006 and on May 10, 2006), March 13, 2006, March 22, 2006 (as amended on April 20, 2006), April 4, 2006, May 23, 2006, May 25, 2006, June 5, 2006 (as amended on July 5, 2006), June 19, 2006, July 5, 2006, July 7, 2006, July 11, 2006 and July 12, 2006.

4


Part II

Information not required in prospectus

Exhibit
   Description
   Incorporated
by Reference
to Filings
23(i)(a)   Consent of Ernst & Young LLP   *

23(i)(b)
 
Consent of KPMG Audit plc
 
*
*
Filed herewith.

5


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 12th day of July, 2006.

    NTL CABLE PLC

 
 
By:
/s/ Robert Mackenzie
     
Name: Robert Mackenzie
Title: Director

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature
   Title
   Date

 
 
 
 
 
*
Robert Gale		   Director
(Principal Accounting Officer)		   July 12, 2006

/s/ Robert Mackenzie
Robert Mackenzie
 
Director
 
July 12, 2006

*
Stephen A. Burch
 
Principal Executive Officer
 
July 12, 2006

*
Jacques Kerrest
 
Principal Financial Officer
 
July 12, 2006

*
James F. Mooney
 
Authorized Representative in the United States
 
July 12, 2006

 
 
 
 
 
*By: /s/ Robert Mackenzie  
 
 

        Robert Mackenzie, attorney-in-fact pursuant to power of attorney previously filed as part of this registration statement.

6


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 12th day of July, 2006.

    NTL INCORPORATED

 
 
By:
/s/ Jacques Kerrest
     
Name: Jacques Kerrest
Title: Chief Financial Officer

7

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature
   Title
   Date

 
 
 
 
 
*
Stephen A. Burch		   Chief Executive Officer and
Director
(Principal Executive Officer)		   July 12, 2006

/s/ Jacques Kerrest
Jacques Kerrest
 
Chief Financial Officer
(Principal Financial Officer)
 
July 12, 2006

*
Robert C. Gale
 
Vice President — Controller
(Principal Accounting Officer)
 
July 12, 2006

*
Edwin M. Banks
 
Director
 
July 12, 2006

*
Jeffrey D. Benjamin
 
Director
 
July 12, 2006

*
William J. Connors
 
Director
 
July 12, 2006

*
Simon Duffy
 
Director
 
July 12, 2006

*
David Elstein
 
Director
 
July 12, 2006

*
Charles Gallagher
 
Director
 
July 12, 2006

*
William R. Huff
 
Director
 
July 12, 2006

*
James F. Mooney
 
Director
 
July 12, 2006

*
Anthony (Cob) Stenham
 
Director
 
July 12, 2006

*
George R. Zoffinger
 
Director
 
July 12, 2006

 
 
 
 
 
*By: /s/ Jacques Kerrest  
 
 

        Jacques Kerrest, attorney-in-fact pursuant to power of attorney previously filed as part of this registration statement.

8


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 12th day of July, 2006.

    NTL:TELEWEST LLC

 
 
By:
/s/ Jacques Kerrest
     
Name: Jacques Kerrest
Title: Treasurer


POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature
   Title
   Date

 
 
 
 
 
*
James F. Mooney		   President and Sole Manager
(Principal Executive Officer)		   July 12, 2006

/s/ Jacques Kerrest
Jacques Kerrest
 
Treasurer
(Principal Financial Officer)
 
July 12, 2006

*
Robert C. Gale
 
Principal Accounting Officer
 
July 12, 2006
*By: /s/ Jacques Kerrest  
 
 

        Jacques Kerrest, attorney-in-fact pursuant to power of attorney previously filed as part of this registration statement.

9


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 12th day of July, 2006.

    NTL HOLDINGS INC.

 
 
By:
/s/ Jacques Kerrest
     
Name: Jacques Kerrest
Title: Treasurer


POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature
   Title
   Date

 
 
 
 
 
*
James F. Mooney		   President and Sole Director
(Principal Executive Officer)		   July 12, 2006

/s/ Jacques Kerrest
Jacques Kerrest
 
Treasurer
(Principal Financial Officer)
 
July 12, 2006

*
Robert C. Gale
 
Principal Accounting Officer
 
July 12, 2006

 
 
 
 
 
*By: /s/ Jacques Kerrest  
 
 

        Jacques Kerrest, attorney-in-fact pursuant to power of attorney previously filed as part of this registration statement.

10


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 12th day of July, 2006.

    NTL (UK) GROUP, INC.

 
 
By:
/s/ Robert Mackenzie
     
Name: Robert Mackenzie
Title: Director


POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature
   Title
   Date

 
 
 
 
 
*
Robert Gale		   Director
(Principal Accounting Officer)		   July 12, 2006

/s/ Robert Mackenzie
Robert Mackenzie
 
Director
 
July 12, 2006

*
Stephen A. Burch
 
Principal Executive Officer
 
July 12, 2006

*
Jacques Kerrest
 
Principal Financial Officer
 
July 12, 2006

 
 
 
 
 
* By: /s/ Robert Mackenzie  
 
 

        Robert Mackenzie, attorney-in-fact pursuant to power of attorney previously filed as part of this registration statement.

11


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 12th day of July, 2006.

    NTL COMMUNICATIONS LIMITED

 
 
By:
/s/ Robert Mackenzie
     
Name: Robert Mackenzie
Title: Director


POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature
   Title
   Date

 
 
 
 
 
*
Robert Gale		   Director
(Principal Accounting Officer)		   July 12, 2006

/s/ Robert Mackenzie
Robert Mackenzie
 
Director
 
July 12, 2006

*
Stephen A. Burch
 
Principal Executive Officer
 
July 12, 2006

*
Jacques Kerrest
 
Principal Financial Officer
 
July 12, 2006

*
James F. Mooney
 
Authorized Representative in the
United States
 
July 12, 2006

 
 
 
 
 
* By: /s/ Robert Mackenzie  
 
 

        Robert Mackenzie, attorney-in-fact pursuant to power of attorney previously filed as part of this registration statement.

12


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 12th day of July, 2006.

    NTL INVESTMENT HOLDINGS LIMITED

 
 
By:
/s/ Robert Mackenzie
     
Name: Robert Mackenzie
Title: Director


POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature
   Title
   Date

 
 
 
 
 
*
Robert Gale		   Director
(Principal Accounting Officer)		   July 12, 2006

/s/ Robert Mackenzie
Robert Mackenzie
 
Director
 
July 12, 2006

*
Stephen A. Burch
 
Principal Executive Officer
 
July 12, 2006

*
Jacques Kerrest
 
Principal Financial Officer
 
July 12, 2006

*
James F. Mooney
 
Authorized Representative in the
United States
 
July 12, 2006

 
 
 
 
 
* By: /s/ Robert Mackenzie  
 
 

        Robert Mackenzie, attorney-in-fact pursuant to power of attorney previously filed as part of this registration statement.

13



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TABLE OF ADDITIONAL REGISTRANTS
EXPLANATORY NOTE
Incorporation of certain documents by reference
Part II
Information not required in prospectus
SIGNATURES
SIGNATURES
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
 EX-23.(I)(A) 2 a2171826zex-23_ia.htm EXHIBIT 23(I)(A)
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Exhibit 23(i)(a)


Consent of Independent Registered Public Accounting Firm

        We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 333-135662) and related Prospectus of NTL Cable PLC for the registration of debt securities fully and unconditionally guaranteed by NTL Incorporated and to the incorporation by reference therein of our reports dated February 28, 2006, with respect to the consolidated financial statements and schedules of NTL Holdings Inc. (formerly NTL Incorporated), NTL Holdings Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of NTL Holdings Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.


 
/s/ Ernst & Young LLP

Ernst & Young LLP
London, England
July 5, 2006





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Consent of Independent Registered Public Accounting Firm
 EX-23.(I)(B) 3 a2171826zex-23_ib.htm EXHIBIT 23(I)(B)
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Exhibit 23(i)(b)

Consent of Independent Registered Public Accounting Firm

The Board of Directors
NTL Incorporated (formerly known as Telewest Global, Inc.):

        We consent to the use of our reports dated February 27, 2006, with respect to (1) the consolidated balance sheets of Telewest Global, Inc. and subsidiaries (the "Reorganized Company") as of December 31, 2005 and 2004 and the related consolidated statements of operations, stockholders' equity/(deficit) and other comprehensive income, and cash flows for the years then ended, and the consolidated statement of operations, stockholders' equity/(deficit) and other comprehensive income, and cash flows of Telewest Communications plc and subsidiaries (the "Predecessor Company") for July 1, 2004, the six months ended June 30, 2004 and the year ended December 31, 2003 and the related financial statement schedule, and (2) management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and the effectiveness of internal control over financial reporting as of December 31, 2005 incorporated by reference herein.

        Our report on the aforementioned financial statements and financial statement schedule contains an explanatory paragraph that states that as of July 1, 2004, the Predecessor Company and the Reorganized Company completed a financial restructuring and adopted fresh-start reporting pursuant to American Institute of Certified Public Accountants Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code. As a result, the consolidated financial information of the Reorganized Company is presented on a different basis than that for the Predecessor Company and, therefore, is not comparable.

        Our report on the aforementioned financial statements and financial statement schedule also contains an explanatory paragraph that states that the Reorganized Company adopted a method of accounting for share-based compensation arrangements that is different than the method of accounting used by the Predecessor Company.

/s/ KPMG Audit Plc

KPMG Audit Plc
London, United Kingdom
July 5, 2006



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Consent of Independent Registered Public Accounting Firm
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