Exhibit 10.4

                  AMENDMENT TO RESTRICTED STOCK AGREEMENT

      THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT (the "Amendment"), dated
as of           , 2005, by and between Telewest Global, Inc., a Delaware
corporation (the "Company"), and             (the "Grantee");

      WHEREAS, the Grantee has previously been awarded shares of Restricted
Stock pursuant to the Restricted Stock Agreement, dated as of January 20,
2005, to which the Grantee and the Company are parties (the "Restricted
Stock Agreement"); and

      WHEREAS, the parties intend hereby to amend the Restricted Stock
Agreement to provide additional protection to the Grantee in the event of
an Acceleration Event (as defined below);

      NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Restricted Stock Agreement, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

1. Section 3.1 of the Restricted Stock Agreement is hereby deleted and the
following is inserted therefor:

      Subject to Sections 3.2 and 5 hereof, the Transfer Restrictions on
      the Restricted Stock shall lapse and the Restricted Stock granted
      hereunder shall vest in full on the earlier of (i) the second
      anniversary of the Grant Date and (ii) the termination of the
      Grantee's employment (x) by the Company and its Affiliates other than
      for Cause, (y) by reason of the Grantee's death or Disability or (z)
      following an Acceleration Event, by the Grantee for Good Reason.

      For purposes of this Agreement, "Good Reason" shall mean in the
      absence of the written consent of the Grantee (w) any reduction in
      the Grantee's compensation and employee benefits such that the
      compensation and employee benefits to which the Grantee is entitled,
      in the aggregate, following such reduction are no longer
      substantially similar to the compensation and employee benefits
      provided to him or her immediately prior to the Acceleration Event
      (in each case excluding equity compensation), (x) the assignment to
      the Grantee of substantial duties which the Grantee can demonstrate
      (i) are outside any area of such Grantee's recent professional
      responsibilities within the Company or (ii) do not offer any
      opportunity for contribution to advancing the business objectives of
      the Company or its ultimate parent (following any Acceleration Event)
      or (iii) are intended by the Company or its ultimate parent
      (following any Acceleration Event) to cause the Grantee to resign his
      or her employment, (y) any requirement that the Grantee (1) be based
      anywhere more than 150 miles from the office where the Grantee is
      located immediately prior to the Acceleration Event or (2) travel on
      Company business to an extent substantially greater than the
      Grantee's travel obligations immediately prior to the Acceleration
      Event or (z) the failure of the Company or its ultimate parent
      (following any Acceleration Event) to require any successor (whether
      direct or indirect, by purchase, merger, consolidation or otherwise)
      to all or substantially all of the business and/or assets of the
      Company or its ultimate parent to assume expressly and agree to be
      bound by this Agreement in the same manner and to the same extent
      that the Company or its ultimate parent (following any Acceleration
      Event) would be bound if no such succession had taken place. For the
      avoidance of doubt, the parties hereto understand that neither a
      change in the Grantee's reporting responsibilities nor the
      termination of the Grantee's responsibilities relating to the
      management and operation of a public company shall by itself
      constitute Good Reason.

2. Incorporation of the Amendment into the Restricted Stock Agreement. This
Amendment shall, upon its execution and delivery by the parties, constitute
an amendment of the Restricted Stock Agreement and shall be deemed
incorporated into the Restricted Stock Agreement as if fully set forth
therein. Except as modified by the Amendment, the Restricted Stock
Agreement shall remain in full force and effect in accordance with its
terms. This Amendment and the Restricted Stock Agreement constitute the
entire agreement and supersede all prior agreements and understandings,
oral and written, between the parties hereto with respect to the subject
matter hereof and thereof. Capitalized terms used but not defined herein
shall have the meanings set forth in the Restricted Stock Agreement or in
the Plan, as applicable.

      IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by authority of the Compensation Committee of its Board of
Directors, and the Grantee has hereunto set the Grantee's hand, on the day
and year first above written.

                                      TELEWEST GLOBAL, INC.





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