CERTIFICATE OF OWNERSHIP AND MERGER

                                   MERGING

                               NTL INCORPORATED

                                     INTO

                     INTERNATIONAL CABLETEL INCORPORATED

          _________________________________________________________

                   Pursuant to Sections 103 and 253 of the
               General Corporation Law of the State of Delaware
          _________________________________________________________

                    International CableTel Incorporated, a Delaware
          corporation (the "Corporation"), does hereby certify:

                    FIRST:  The Corporation is incorporated
          pursuant to the General Corporation Law of the State of
          Delaware.

                    SECOND:  The Corporation owns 100% of the
          outstanding shares of each class of the capital stock of
          NTL Incorporated, a Delaware corporation (the
          "Subsidiary").

                    THIRD:  The Board of Directors of the
          Corporation, by resolutions duly adopted at a meeting
          held on March 11, 1997 (true and correct copies of which
          are attached hereto as Exhibit A), has authorized the
          merger of the Subsidiary with and into the Corporation
          (the "Merger").  Such resolutions have not been modified
          or rescinded and are in full force and effect on the date
          hereof.

                    FOURTH:  The Corporation shall be the surviving
          corporation of the Merger (the "Surviving Corporation").

                    FIFTH:  At the effective time of the Merger the
          name of the Surviving Corporation shall be changed to NTL
          Incorporated.

                    IN WITNESS WHEREOF, International CableTel
          Incorporated has caused this Certificate of Ownership and
          Merger to be executed in its corporate name this 26th day
          of March, 1997.

                              INTERNATIONAL CABLETEL INCORPORATED

                              By:  /s/ Richard J. Lubasch           
                                  ______________________________
                              Name:  Richard J. Lubasch
                              Title: Secretary