EXHIBIT 99.2


                                    CORRECTED
                            CERTIFICATE OF CONVERSION
                                       OF
                              NTL (BERMUDA) LIMITED


     Pursuant to Section 18-211(b) of the Delaware Limited Liability Company Act


     The name of the entity is NTL (Bermuda) Limited ("NTL Bermuda").

     On November 12, 1999 (to become effective November 14, 1999), NTL (Bermuda)
filed with the Delaware  Secretary of State's office a Certificate of Conversion
in which the date of creation of NTL  (Bermuda) in Bermuda was  erroneously  set
forth in the first Article thereof.

     The  Certificate of Conversion is hereby  corrected to read in its entirety
as follows:

     FIRST:  This  converting  entity was first  created on October  28, 1998 in
Bermuda.

     SECOND:  Immediately prior to conversion, the name of the converting entity
was NTL (Bermuda) Limited.

     THIRD:  Upon conversion,  the converting entity will be named NTL (Bermuda)
LLC.

     FOURTH:  The effective  date of this  Certificate  of  Conversion  shall be
Sunday, November 14, 1999.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Conversion on this 12th day of November, 1999.


                                      NTL (BERMUDA) LIMITED

                                      By: /s/ Richard J. Lubasch
                                         ---------------------------------
                                         Name:  Richard J. Lubasch
                                         Title: Executive Vice President