AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 2004

                                           REGISTRATION NO. ___- __________
===============================================================================
                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                    -----------------------------------

                                  FORM S-8


                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------


                           TELEWEST GLOBAL, INC.
           (Exact name of registrant as specified in its charter)

         DELAWARE                                       59-3778247
     (State or other                                 (I.R.S. Employer
     jurisdiction of                              Identification Number)
     incorporation or
      organization)

                         160 GREAT PORTLAND STREET
                               LONDON W1W 5QA
                               UNITED KINGDOM
                  (Address of principal executive offices)

              TELEWEST GLOBAL, INC. 2004 STOCK INCENTIVE PLAN
                          (Full title of the plan)



                               CT CORPORATION
                             1209 ORANGE STREET
                            WILMINGTON, DE 19801
                  (Name and address of agent for service)

                               (302) 658-7581
       (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE

========================================== ================ =================== ================== ======================
                                            AMOUNT TO BE     PROPOSED MAXIMUM    PROPOSED MAXIMUM
           TITLE OF SECURITIES               REGISTERED       OFFERING PRICE         AGGREGATE           AMOUNT OF
            TO BE REGISTERED                   (1)(2)         PER SHARE (3)       OFFERING PRICE     REGISTRATION FEE
------------------------------------------ ---------------- ------------------- ------------------ ----------------------

<S>                                          <C>                  <C>             <C>                   <C>
Common Stock, par value $.01 per share       24,500,000           $10.00          $245,000,000          $31,041.50
                                               shares
========================================== ================ =================== ================== ======================
</TABLE>

(1)  This Registration  Statement covers 24,500,000 shares of common stock,
     par value $0.01 per share (the "Common  Stock"),  of Telewest  Global,
     Inc.  that may be issued  pursuant to the Telewest  Global,  Inc. 2004
     Stock Incentive Plan.

(2)  Includes  such  additional  number of shares as may be required in the
     event of a stock  split,  stock  dividend  or similar  transaction  in
     accordance  with Rule 416(a) of the Securities Act of 1933, as amended
     (the "Securities Act").

(3)  Pursuant to Rule 457(h)(i) of the Securities Act, the registration fee
     was calculated  using the book value of the securities ($10 per share)
     since there is no current market for the securities to be offered.


<PAGE>


EXPLANATORY NOTE

     This  Form S-8  Registration  Statement  relates  to an  aggregate  of
24,500,000  shares of our Common Stock which may be offered pursuant to the
Telewest Global, Inc. 2004 Stock Incentive Plan.


                                   PART I

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement  will be  sent  or  given  to  participants  in the
Telewest  Global,  Inc.  2004 Stock  Incentive  Plan as  specified  in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities  Act. Such documents are not required to be filed with
the SEC but constitute (along with the documents  incorporated by reference
into this  Registration  Statement  pursuant to Item 3 of Part II hereof) a
prospectus  that meets the  requirements of Section 10(a) of the Securities
Act.

     References to "us," "our," "we" and "the Company"  shall mean Telewest
Global, Inc., a Delaware corporation.

                                  PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public reference room in Washington,  D.C. Please call the SEC
at  1-800-SEC-0330  for further  information on the public reference rooms.
Our SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents listed  below and any
subsequent  filings made with the SEC under  Section  13(a),  13(c),  14 or
15(d) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"), prior to the termination of the offering:

     (a)  The  shareholders'   circular  and  prospectus  included  in  our
          Registration  Statement  on Form S-4 filed  with the SEC on April
          28,  2004  (File No.  333-110815),  which  contains  the  audited
          financial statements of Telewest Communications plc, which is our
          parent corporation as of the date hereof and to whose business we
          will succeed pursuant to a financial restructuring expected to be
          completed  on July 16, 2004,  for the period  ended  December 31,
          2003 and a description of our Common Stock.

     (b)  Our Quarterly  Report on Form 10-Q for the quarterly period ended
          March 31, 2004, filed with the SEC on June 14, 2004; and

     (c)  Our  Current  Report  on Form 8-K,  filed  with the SEC on July 9,
          2004.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Certain legal  matters with respect to the issuance of the  securities
offered hereby will be passed upon for us by Fried, Frank, Harris,  Shriver
& Jacobson LLP.

     Item 6. Indemnification of Directors and Officers

     Subject to restrictions  imposed by law, our directors are indemnified
by us against  certain  liabilities  incurred by them in the  execution  of
their duties and the exercise of their powers,  authority  and  discretion.
Telewest Communications plc ("Telewest") currently purchases and maintains,
and  following  the  effective  date  of the  Telewest  restructurings  (as
discussed more fully in the material incorporated by reference in Item 3 of
this  filing),  we or one of our  subsidiaries  will purchase and maintain,
insurance that, subject to policy terms and limits of coverage, indemnifies
present and former  directors of the Company,  against certain  liabilities
incurred by them as directors and officers.

     Our charter  requires us to indemnify our current and former directors
and officers against certain liabilities to the fullest extent permitted by
law. Our by-laws  also provide that we may purchase and maintain  insurance
on behalf of any of our directors, officers or agents. We have also entered
into indemnification  agreements with our directors and officers.  Telewest
has agreed, through to the effective date of the financial restructuring of
Telewest,  to  contribute  or otherwise  supply  sufficient  funds to us to
enable us to meet any claims  (including,  without  limitation,  claims for
reimbursement  of expenses) to indemnify our  directors and officers  under
our  certificate  of  incorporation  and by-laws and under any  contractual
agreement  with such  directors  and  executive  officers  disclosed in, or
contemplated by the transactions described in our Registration Statement on
Form S-4, filed with the SEC on April 28, 2004.

     Item 7. Exemption from Registration Claimed

          Not applicable.

     Item 8. Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1            Restated Certificate of Incorporation of Telewest Global,
               Inc. (incorporated by reference to our Registration
               Statement on Form S-4 as filed with the SEC on April 28,
               2004 (Registration No. 333-110815)).

4.2            Restated By-laws of Telewest Global, Inc. (incorporated by
               reference to our Registration Statement on Form S-4 as filed
               with the SEC on April 28, 2004 (Registration No. 333-110815)).

4.3            Form of Certificate of Common Stock of Telewest Global, Inc.
               (incorporated by reference to our Registration Statement on
               Form S-4 as filed with the SEC on April 28, 2004
               (Registration No. 333-110815)).

4.4            Rights Agreement, dated March 25, 2004, between Telewest
               Global, Inc. and The Bank of New York, a New York trust
               company (incorporated by reference to our Registration
               Statement on Form S-4 as filed with the SEC on April 28,
               2004 (Registration No. 333-110815)).

4.5*           Telewest Global, Inc. 2004 Stock Incentive Plan.

5.1*           Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
               regarding the legality of the securities being registered.

23.1*          Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
               (included in Exhibit 5.1).

23.2*          Consent of KPMG Audit plc.

23.3*          Consent of KPMG Audit plc.

24.1*          Power of Attorney (included on the signature page included
               in this Part II).

--------------------

*    filed herewith


<PAGE>


     Item 9. Undertakings

          The Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective  date of the  registration  statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in the registration statement; and

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously   disclosed  in  the
          registration statement or any material change to such information
          in the registration statement.

          Provided,  however, that the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in  such  post-effective   amendment  is  contained  in
          periodic  reports  filed or  furnished  to the SEC by the Company
          pursuant to Section 13 or Section  15(d) of the Exchange Act that
          are incorporated by reference in the registration statement.

     (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein, and
the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
any  of  the  securities  being  registered  which  remain  unsold  at  the
termination of the offering.

     The Company hereby  undertakes  that, for purposes of determining  any
liability  under the  Securities  Act, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where  applicable,  each filing of an employee benefit plan's annual report
pursuant to Section  15(d) of the  Exchange  Act) that is  incorporated  by
reference  in  the  registration  statement  shall  be  deemed  to be a new
registration  statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the  Company  has  been  advised  that  in  the  opinion  of the  SEC  such
indemnification is against public policy as expressed in the Securities Act
and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other than the payment by the
Company of expenses incurred or paid by a director,  officer or controlling
person of the  Company in the  successful  defense of any  action,  suit or
proceeding) is asserted by such director,  officer or controlling person in
connection with the securities being  registered,  the Company will, unless
in the opinion of its counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final  adjudication  of such
issue.

                                 SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act,  the  Company
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in the City of Atlanta,  Georgia,  on July 9,
2004.

                                            Telewest Global, Inc.

                                            By: /s/ Barry R. Elson
                                               --------------------------------
                                                 Barry R. Elson
                                                 Acting Chief Executive Officer



                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That  each of the  undersigned  officers  and  directors  of  Telewest
Global, Inc., a Delaware corporation, hereby constitute and appoint Stephen
Cook  and Neil  Smith,  and  each of  them,  as his or her true and  lawful
attorney-in-fact   and  agent,   with  full  power  of   substitution   and
resubstitution,  for him or her in his or her name, place and stead, in any
and all  capacities,  to sign any and all  amendments to this  Registration
Statement (including post-effective amendments), and any and all additional
registration  statements pursuant to Instruction E to Form S-8, and any and
all  documents  in  connection  therewith,  and to file the same,  with all
exhibits thereto, and all other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing  requisite  and necessary to
be done in and about the premises,  as fully to all intents and purposes as
he or she might or could do in person,  and hereby  ratifies,  approves and
confirms all that his or her said attorney-in-fact and agent, or his or her
substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                   Title                                                    Date
---------                                   -----                                                    ----

<S>                                         <C>                                                  <C>
                                            President, Acting Chief Executive
By:  /s/ Barry R. Elson                     Officer and Director                                 July 9, 2004
     ----------------------                 (Principal Executive Officer)
 Barry R. Elson



By:   /s/ Neil Smith                        Chief Financial Officer                              July 9, 2004
     ---------------                        (Principal Financial and Accounting
   Neil Smith                               Officer)



By:   /s/ William Connors                   Director                                             July 9, 2004
     --------------------
   William Connors



By:   /s/ John H. Duerden                   Director                                             July 9, 2004
     ------------------------
  John H. Duerden



By:  /s/ Marnie S. Gordon                   Director                                             July 9, 2004
     ------------------------
  Marnie S. Gordon



By:   /s/ Donald S. La Vigne                Director                                             July 9, 2004
     -----------------------
   Donald S. La Vigne



By:  /s/ Michael McGuiness                  Director                                             July 9, 2004
     ------------------------
  Michael McGuiness



By:   /s/ Steven R. Skinner                 Director                                             July 9, 2004
     -----------------------
   Steven R. Skinner



By:   /s/ Anthony (Cob) Stenham             Director                                             July 9, 2004
     -----------------------------
   Anthony (Cob) Stenham


</TABLE>


<PAGE>


                             Index to Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1            Restated Certificate of Incorporation of Telewest Global,
               Inc. (incorporated by reference to our Registration
               Statement on Form S-4 as filed with the SEC on April 28,
               2004 (Registration No. 333-110815)).

4.2            Restated By-laws of Telewest Global, Inc. (incorporated by
               reference to our Registration Statement on Form S-4 as filed
               with the SEC on April 28, 2004 (Registration No. 333-110815)).

4.3            Form of Certificate of Common Stock of Telewest Global, Inc.
               (incorporated by reference to our Registration Statement on
               Form S-4 as filed with the SEC on April 28, 2004
               (Registration No. 333-110815)).

4.4            Rights Agreement, dated March 25, 2004, between Telewest
               Global, Inc. and The Bank of New York, a New York trust
               company (incorporated by reference to our Registration
               Statement on Form S-4 as filed with the SEC on April 28,
               2004 (Registration No. 333-110815)).

4.5*           Telewest Global, Inc. 2004 Stock Incentive Plan.

5.1*           Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
               regarding the legality of the securities being registered.

23.1*          Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
               (included in Exhibit 5.1).

23.2*          Consent of KPMG Audit plc.

23.3*          Consent of KPMG Audit plc.

24.1*          Power of Attorney (included on the signature page included
               in this Part II).

--------------------

*    filed herewith
[{"type": "S-8", "sequence": "1", "filename": "jls8.txt", "secsgml_size_bytes": 20430}]
{"company-data": {"conformed-name": "TELEWEST GLOBAL INC", "cik": "0001270400", "assigned-sic": "4813", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117262", "film-number": "04908120"}, "business-address": {"street1": "C/O CT CORPORATION SYSTEM", "street2": "1209 ORANGE STREET", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "442072995096"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 2004

                                           REGISTRATION NO. ___- __________
===============================================================================
                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------

                           TELEWEST GLOBAL, INC.
           (Exact name of registrant as specified in its charter)

         DELAWARE                                       59-3778247
     (State or other                                 (I.R.S. Employer
     jurisdiction of                              Identification Number)
     incorporation or
      organization)

                         160 GREAT PORTLAND STREET
                               LONDON W1W 5QA
                               UNITED KINGDOM
                  (Address of principal executive offices)

              TELEWEST GLOBAL, INC. 2004 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                               CT CORPORATION
                             1209 ORANGE STREET
                            WILMINGTON, DE 19801
                  (Name and address of agent for service)

                               (302) 658-7581
       (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

========================================== ================ =================== ================== ======================
                                            AMOUNT TO BE     PROPOSED MAXIMUM    PROPOSED MAXIMUM
           TITLE OF SECURITIES               REGISTERED       OFFERING PRICE         AGGREGATE           AMOUNT OF
            TO BE REGISTERED                   (1)(2)         PER SHARE (3)       OFFERING PRICE     REGISTRATION FEE
------------------------------------------ ---------------- ------------------- ------------------ ----------------------
Common Stock, par value $.01 per share       24,500,000           $10.00          $245,000,000          $31,041.50
                                               shares
========================================== ================ =================== ================== ======================
(1)  This Registration  Statement covers 24,500,000 shares of common stock,
     par value $0.01 per share (the "Common  Stock"),  of Telewest  Global,
     Inc.  that may be issued  pursuant to the Telewest  Global,  Inc. 2004
     Stock Incentive Plan.

(2)  Includes  such  additional  number of shares as may be required in the
     event of a stock  split,  stock  dividend  or similar  transaction  in
     accordance  with Rule 416(a) of the Securities Act of 1933, as amended
     (the "Securities Act").

(3)  Pursuant to Rule 457(h)(i) of the Securities Act, the registration fee
     was calculated  using the book value of the securities ($10 per share)
     since there is no current market for the securities to be offered.
EXPLANATORY NOTE

     This  Form S-8  Registration  Statement  relates  to an  aggregate  of
24,500,000  shares of our Common Stock which may be offered pursuant to the
Telewest Global, Inc. 2004 Stock Incentive Plan.

                                   PART I

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement  will be  sent  or  given  to  participants  in the
Telewest  Global,  Inc.  2004 Stock  Incentive  Plan as  specified  in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities  Act. Such documents are not required to be filed with
the SEC but constitute (along with the documents  incorporated by reference
into this  Registration  Statement  pursuant to Item 3 of Part II hereof) a
prospectus  that meets the  requirements of Section 10(a) of the Securities
Act.

     References to "us," "our," "we" and "the Company"  shall mean Telewest
Global, Inc., a Delaware corporation.

                                  PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public reference room in Washington,  D.C. Please call the SEC
at  1-800-SEC-0330  for further  information on the public reference rooms.
Our SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents listed  below and any
subsequent  filings made with the SEC under  Section  13(a),  13(c),  14 or
15(d) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"), prior to the termination of the offering:

     (a)  The  shareholders'   circular  and  prospectus  included  in  our
          Registration  Statement  on Form S-4 filed  with the SEC on April
          28,  2004  (File No.  333-110815),  which  contains  the  audited
          financial statements of Telewest Communications plc, which is our
          parent corporation as of the date hereof and to whose business we
          will succeed pursuant to a financial restructuring expected to be
          completed  on July 16, 2004,  for the period  ended  December 31,
          2003 and a description of our Common Stock.

     (b)  Our Quarterly  Report on Form 10-Q for the quarterly period ended
          March 31, 2004, filed with the SEC on June 14, 2004; and

     (c)  Our  Current  Report  on Form 8-K,  filed  with the SEC on July 9,
          2004.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Certain legal  matters with respect to the issuance of the  securities
offered hereby will be passed upon for us by Fried, Frank, Harris,  Shriver
& Jacobson LLP.

     Item 6. Indemnification of Directors and Officers

     Subject to restrictions  imposed by law, our directors are indemnified
by us against  certain  liabilities  incurred by them in the  execution  of
their duties and the exercise of their powers,  authority  and  discretion.
Telewest Communications plc ("Telewest") currently purchases and maintains,
and  following  the  effective  date  of the  Telewest  restructurings  (as
discussed more fully in the material incorporated by reference in Item 3 of
this  filing),  we or one of our  subsidiaries  will purchase and maintain,
insurance that, subject to policy terms and limits of coverage, indemnifies
present and former  directors of the Company,  against certain  liabilities
incurred by them as directors and officers.

     Our charter  requires us to indemnify our current and former directors
and officers against certain liabilities to the fullest extent permitted by
law. Our by-laws  also provide that we may purchase and maintain  insurance
on behalf of any of our directors, officers or agents. We have also entered
into indemnification  agreements with our directors and officers.  Telewest
has agreed, through to the effective date of the financial restructuring of
Telewest,  to  contribute  or otherwise  supply  sufficient  funds to us to
enable us to meet any claims  (including,  without  limitation,  claims for
reimbursement  of expenses) to indemnify our  directors and officers  under
our  certificate  of  incorporation  and by-laws and under any  contractual
agreement  with such  directors  and  executive  officers  disclosed in, or
contemplated by the transactions described in our Registration Statement on
Form S-4, filed with the SEC on April 28, 2004.

     Item 7. Exemption from Registration Claimed

          Not applicable.

     Item 8. Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1            Restated Certificate of Incorporation of Telewest Global,
               Inc. (incorporated by reference to our Registration
               Statement on Form S-4 as filed with the SEC on April 28,
               2004 (Registration No. 333-110815)).

4.2            Restated By-laws of Telewest Global, Inc. (incorporated by
               reference to our Registration Statement on Form S-4 as filed
               with the SEC on April 28, 2004 (Registration No. 333-110815)).

4.3            Form of Certificate of Common Stock of Telewest Global, Inc.
               (incorporated by reference to our Registration Statement on
               Form S-4 as filed with the SEC on April 28, 2004
               (Registration No. 333-110815)).

4.4            Rights Agreement, dated March 25, 2004, between Telewest
               Global, Inc. and The Bank of New York, a New York trust
               company (incorporated by reference to our Registration
               Statement on Form S-4 as filed with the SEC on April 28,
               2004 (Registration No. 333-110815)).

4.5*           Telewest Global, Inc. 2004 Stock Incentive Plan.

5.1*           Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
               regarding the legality of the securities being registered.

23.1*          Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
               (included in Exhibit 5.1).

23.2*          Consent of KPMG Audit plc.

23.3*          Consent of KPMG Audit plc.

24.1*          Power of Attorney (included on the signature page included
               in this Part II).

--------------------

*    filed herewith
Item 9. Undertakings

          The Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective  date of the  registration  statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in the registration statement; and

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously   disclosed  in  the
          registration statement or any material change to such information
          in the registration statement.

          Provided,  however, that the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in  such  post-effective   amendment  is  contained  in
          periodic  reports  filed or  furnished  to the SEC by the Company
          pursuant to Section 13 or Section  15(d) of the Exchange Act that
          are incorporated by reference in the registration statement.

     (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein, and
the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
any  of  the  securities  being  registered  which  remain  unsold  at  the
termination of the offering.

     The Company hereby  undertakes  that, for purposes of determining  any
liability  under the  Securities  Act, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where  applicable,  each filing of an employee benefit plan's annual report
pursuant to Section  15(d) of the  Exchange  Act) that is  incorporated  by
reference  in  the  registration  statement  shall  be  deemed  to be a new
registration  statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the  Company  has  been  advised  that  in  the  opinion  of the  SEC  such
indemnification is against public policy as expressed in the Securities Act
and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other than the payment by the
Company of expenses incurred or paid by a director,  officer or controlling
person of the  Company in the  successful  defense of any  action,  suit or
proceeding) is asserted by such director,  officer or controlling person in
connection with the securities being  registered,  the Company will, unless
in the opinion of its counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final  adjudication  of such
issue.

                                 SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act,  the  Company
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in the City of Atlanta,  Georgia,  on July 9,
2004.

                                            Telewest Global, Inc.

                                            By: /s/ Barry R. Elson
                                               --------------------------------
                                                 Barry R. Elson
                                                 Acting Chief Executive Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That  each of the  undersigned  officers  and  directors  of  Telewest
Global, Inc., a Delaware corporation, hereby constitute and appoint Stephen
Cook  and Neil  Smith,  and  each of  them,  as his or her true and  lawful
attorney-in-fact   and  agent,   with  full  power  of   substitution   and
resubstitution,  for him or her in his or her name, place and stead, in any
and all  capacities,  to sign any and all  amendments to this  Registration
Statement (including post-effective amendments), and any and all additional
registration  statements pursuant to Instruction E to Form S-8, and any and
all  documents  in  connection  therewith,  and to file the same,  with all
exhibits thereto, and all other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing  requisite  and necessary to
be done in and about the premises,  as fully to all intents and purposes as
he or she might or could do in person,  and hereby  ratifies,  approves and
confirms all that his or her said attorney-in-fact and agent, or his or her
substitute  or  substitutes,  may lawfully do or cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.
Signature                                   Title                                                    Date
---------                                   -----                                                    ----
President, Acting Chief Executive
By:  /s/ Barry R. Elson                     Officer and Director                                 July 9, 2004
     ----------------------                 (Principal Executive Officer)
 Barry R. Elson

By:   /s/ Neil Smith                        Chief Financial Officer                              July 9, 2004
     ---------------                        (Principal Financial and Accounting
   Neil Smith                               Officer)

By:   /s/ William Connors                   Director                                             July 9, 2004
     --------------------
   William Connors

By:   /s/ John H. Duerden                   Director                                             July 9, 2004
     ------------------------
  John H. Duerden

By:  /s/ Marnie S. Gordon                   Director                                             July 9, 2004
     ------------------------
  Marnie S. Gordon

By:   /s/ Donald S. La Vigne                Director                                             July 9, 2004
     -----------------------
   Donald S. La Vigne

By:  /s/ Michael McGuiness                  Director                                             July 9, 2004
     ------------------------
  Michael McGuiness

By:   /s/ Steven R. Skinner                 Director                                             July 9, 2004
     -----------------------
   Steven R. Skinner

By:   /s/ Anthony (Cob) Stenham             Director                                             July 9, 2004
     -----------------------------
   Anthony (Cob) Stenham
Index to Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1            Restated Certificate of Incorporation of Telewest Global,
               Inc. (incorporated by reference to our Registration
               Statement on Form S-4 as filed with the SEC on April 28,
               2004 (Registration No. 333-110815)).

4.2            Restated By-laws of Telewest Global, Inc. (incorporated by
               reference to our Registration Statement on Form S-4 as filed
               with the SEC on April 28, 2004 (Registration No. 333-110815)).

4.3            Form of Certificate of Common Stock of Telewest Global, Inc.
               (incorporated by reference to our Registration Statement on
               Form S-4 as filed with the SEC on April 28, 2004
               (Registration No. 333-110815)).

4.4            Rights Agreement, dated March 25, 2004, between Telewest
               Global, Inc. and The Bank of New York, a New York trust
               company (incorporated by reference to our Registration
               Statement on Form S-4 as filed with the SEC on April 28,
               2004 (Registration No. 333-110815)).

4.5*           Telewest Global, Inc. 2004 Stock Incentive Plan.

5.1*           Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
               regarding the legality of the securities being registered.

23.1*          Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
               (included in Exhibit 5.1).

23.2*          Consent of KPMG Audit plc.

23.3*          Consent of KPMG Audit plc.

24.1*          Power of Attorney (included on the signature page included
               in this Part II).

--------------------

*    filed herewith