Exhibit 99.5

NTL EUROPE, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS

We are committed to full and accurate financial disclosure in compliance with applicable laws, rules and regulations and to maintaining our books and records in accordance with applicable accounting policies, laws, rules and regulations. This Code of Ethics for Principal Executive and Senior Financial Officers, applicable to the Company’s Principal Executive Officer, Principal Financial Officer, Comptroller, and Senior Accounting Officer (together, “Senior Officers”), sets forth specific policies to guide the Company’s Senior Officers in the performance of their duties. As Senior Officers, you perform a task that is critical to us. This Code is designed to assist you in that task.

Our Code of Business Conduct and Ethics, which this Code is intended to supplement, sets forth the fundamental principles and key policies and procedures that govern the conduct of all of us in our business. You are bound by the requirements and standards set forth in the Code of Business Conduct and Ethics, as well as those set forth in this Code and other applicable policies and procedures.

Compliance with Rules and Regulations

We are committed to conducting our business in accordance with all applicable laws, rules and regulations and in accordance with the highest standards of business ethics. As a Senior Officer, you must not only comply with applicable laws, however. You also have leadership responsibilities that include creating a culture of high ethical standards and commitment to compliance; maintaining a work environment that encourages employees to raise concerns; and promptly addressing employee compliance concerns.

Conflicts of Interest

In order to maintain the highest degree of integrity in the conduct of our business and your independent judgment, you must avoid any activity or personal interest that creates or appears to create a conflict between your interests and our interests. A conflict of interest occurs when your private interests interfere in any way, or even appear to interfere, with our interests as a whole. You should conduct our business in an honest and ethical manner, and never act in a manner that could cause you to lose your independence and objectivity.

Although we cannot list every conceivable conflict, following are some common examples that illustrate actual or apparent conflicts of interest:

•

You or a member of your family has an ownership interest in, is employed by or serves as a director of an entity that competes with us, does business with us, one of our suppliers or business partners, or is a recipient of charitable contributions made by us;

	•		You or a member of your family participates in a joint venture, partnership or other business arrangement or investment with us or that you learned of through the use of corporate property or information or your position at the Company; and

	•		You or a member of your family receives improper personal benefits as a result of your position in the Company.

Before making any investment, accepting any position or benefits or participating in any transaction or business arrangement that creates or appears to create a conflict of interest, you must obtain the written approval of the Audit Committee of the Board of Directors.

Disclosures in Periodic Reports

As a public company, we are required to file various periodic reports with the Securities and Exchange Commission. It is our policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all required periodic reports.

Compliance with the Code of Ethics

If you have any questions about this Code, you should seek guidance from the Compliance Officer. If you know or suspect a violation of applicable laws or regulations or the Code, you must immediately report that information to the Compliance Officer or the Audit Committee of the Board of Directors. No one will be subject to retaliation because of a good faith report of suspected misconduct.

Waivers of the Code

We will waive application of the policies set forth in this Code only when circumstances warrant granting a waiver, and then only in conjunction with any appropriate monitoring of the particular situation. Changes in and waivers of this Code may be made only by the Board of Directors or the Audit Committee of the Board and will be disclosed as required under applicable law and regulations.

No Rights Created

This Code is a statement of the fundamental principles and key policies and procedures that govern the Senior Officers in the conduct of our business. It is not intended to and does not constitute an employment contract or assurance of continued employment, and does not create any rights in any employee, client, supplier, competitor, shareholder or any other person or entity.

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ACKNOWLEDGEMENT FORM

I have received and read the Code of Ethics for Principal Executive and Senior Financial Officers, and I understand its contents. I agree to comply fully with the standards, policies and procedures contained in the Code of Ethics and the Company’s related policies and procedures. I understand that I have an obligation to report to, the Compliance Officer or the Audit Committee of the Board of Directors any suspected violations of the Code of Ethics that I am aware of. I certify that, except as fully disclosed in accordance with the terms of this Code of Ethics, I have not engaged in any transactions or activities that would constitute an actual or apparent conflict with the interests of the Company. I further certify that, except as noted below, I am otherwise in full compliance with the Code of Ethics and any related policies and procedures:




		Printed Name


		Signature


		Date

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NTL EUROPE INC 10-K