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                                                                 EXHIBIT 4.30(a)

                                                                  EXECUTION COPY

                   AMENDMENT TO REGISTRATION RIGHTS AGREEMENT


     AMENDMENT (this "Amendment") dated as of November __, 2000 is by and
between Verizon Communications Inc., a Delaware corporation formerly known as
Bell Atlantic Corporation ("Verizon"), and NTL Incorporated, a Delaware
corporation (the "Company"). All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided to such terms in the
Registration Rights Agreement referred to below.

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, Verizon and the Company are Parties to a Registration Rights
Agreement dated as of February 2, 2000 (the "Registration Rights Agreement");

     WHEREAS, the Parties to the Registration Rights Agreement desire to amend
the Registration Rights Agreement to modify certain provisions;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Verizon and the Company hereby
agree as follows:

1.   Section 2.1(b) of the Registration Rights Agreement is hereby amended as
     follows:

     (a)  To delete "December 1, 2000" in the second sentence thereof and insert
          "April 1, 2001" in its place; and

     (b)  To delete "March 1, 2001" in the second sentence thereof and insert
          "July 1, 2001" in its place.

2.   As amended hereby, the Registration Rights Agreement is hereby ratified and
     confirmed to be in full force and effect.

3.   This Amendment shall be governed, construed and enforced in accordance with
     the laws of New York applicable to contracts made and to be performed
     therein.

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4.   This Amendment may be signed in two or more counterparts, each of which
     shall be an original, with the same effect as if the signatures thereto and
     hereto were upon the same instrument.



                           [Signature Page to Follow]



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 IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be
 duly executed as of the date first set forth above.


                                              Verizon Communications Inc.


                                              By:______________________________
                                                  Name:
                                                 Title:






                                              NTL Incorporated

                                              By:______________________________
                                                  Name:
                                                 Title: