VOTING AGREEMENT

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Exhibit 4.4

TELEWEST COMMUNICATIONS PLC

TELEWEST FINANCE (JERSEY) LIMITED

TELEWEST GLOBAL, INC.

LIBERTY MEDIA INTERNATIONAL, INC.

VOTING AGREEMENT

        This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this "Agreement") is entered into by (i) Telewest Communications plc ("Telewest" or the "Company"), (ii) Telewest Finance (Jersey) Limited ("Telewest Jersey"), (iii) Telewest Global, Inc. ("New Telewest") and (iv) Liberty Media International, Inc. on behalf of itself and each of its affiliates ("Liberty") which is a beneficial owner of, or has the right to vote and direct the disposition of, certain high yield notes issued under one or more of (a) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 9.625% Senior Debentures due 2006 of Telewest; (b) the Indenture dated as of February 19, 1999 between Telewest and The Bank of New York as trustee relating to the 5.25% Senior Convertible Notes due 2007 of Telewest; (c) the Indenture dated as of October 3, 1995 between Telewest and The Bank of New York as trustee relating to the 11% Senior Discount Debentures due 2007 of Telewest; (d) the Indenture dated as of November 9, 1998 between Telewest and The Bank of New York as trustee relating to the 11.25% Senior Notes due 2008 of Telewest; (e) the Indenture dated as of April 15, 1999 between Telewest and The Bank of New York as trustee relating to the 9.25% Dollar Senior Discount Notes due 2009 and the 9.875% Sterling Senior Discount Notes due 2009 of Telewest; (f) the Indenture dated as of January 25, 2000 between Telewest and The Bank of New York as trustee relating to the 9.875% Dollar Senior Notes due 2010, the 11.375% Dollar Senior Discount Notes due 2010 and the 9.875% Sterling Senior Notes due 2010 of Telewest, and (g) the Indenture dated as of 7 July 2000 between Telewest Jersey (as issuer), Telewest (as guarantor) and The Bank of New York as trustee relating to the 6% Senior Convertible Notes due 2005 of Telewest Jersey and, in each case, as thereafter amended and supplemented from time to time, as the case may be (together the "Indentures") and the 5% Accreting Convertible Notes due 2003 originally issued to Deutsche Telekom (the "Eurobell Notes" and together with the notes issued pursuant to the Indentures, the "Notes") in connection with a proposed financial restructuring of the Company and Telewest Jersey, the principal terms of which are described in Appendix 1 attached hereto (the "Financial Restructuring"). Liberty is the registered owner of certain shares in the Company or has the power and authority to cause the registered owners of certain shares in the Company to vote in connection with the Financial Restructuring.

        This Agreement is also entered into pursuant to the term sheet dated 14 August 2003 (the "Term Sheet") entered into by the Company, Telewest Jersey, various holders of the Notes, Liberty Media Corporation and IDT Corporation ("IDT") relating to the Financial Restructuring.

        The Financial Restructuring is to be implemented through (i) the completion of the proceedings and actions referred to in this Agreement and any proceeding or arrangement that the Company, Telewest Jersey, each of the noteholders who are signatories to the Term Sheet (the "Specified Noteholder Group") and Liberty may agree in writing to be necessary under English, Jersey and U.S. law (collectively, the "Proceedings"), which includes the following: a scheme of arrangement of the Company (the "Plc Scheme") under section 425 of the Companies Act 1985, as amended (the "1985 Act"); a scheme of arrangement of Telewest Jersey (the "Jersey Scheme") under section 425 of the 1985 Act and section 125 of the Companies (Jersey) Law 1991, as amended; a concurrent proceeding pursuant to chapter 11 of the U.S. Bankruptcy Code (if necessary); and ancillary proceedings in respect of the Plc Scheme and/or the Jersey Scheme pursuant to Section 304 of the U.S. Bankruptcy Code (the "Section 304 Proceedings"); and (ii) the following related steps:

(a)

the passing of the shareholder resolution of Telewest specified in Appendix 1 in order to implement the Financial Restructuring (the "Shareholder Resolution");

(b)

the execution of a revised loan agreement (the "Revised Senior Secured Facility Agreement") between Telewest Communications Networks Limited ("TCN") and its lenders on substantially the terms specified in Appendix 1;

(c)

the transfer to a direct or indirect wholly-owned subsidiary of New Telewest, a company incorporated under the laws of Delaware, of substantially all of the assets of Telewest (other than the shares of Telewest Jersey, the shares of New Telewest and a cash amount) and the assumption by such subsidiary of (and/or giving of an indemnity with respect to) substantially all the liabilities of Telewest;

(d)

the termination of the Relationship Agreement (as defined below); and

(e)

the satisfaction (or waiver by the Company, Telewest Jersey, the Specified Noteholder Group or the Telewest Group's senior lenders (as the case may be)) of the conditions to the Plc Scheme and the Jersey Scheme,

(together with the Proceedings, the "Restructuring Steps").

        Following the Financial Restructuring there shall be a shareholders' voluntary liquidation of Telewest which shall commence on the passing of the shareholder resolutions specified in Appendix 1 (the "Liquidation Resolutions").

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        In consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Telewest Jersey, New Telewest and Liberty (collectively, the "Parties"), intending to be legally bound, agree as follows:

1.

Liberty Agreements.     Liberty represents that (i) it is the beneficial owner of the outstanding principal amount of certain Notes specified on the signature page hereto (the "Relevant Notes") directly or indirectly through one or more of its subsidiary undertakings and has the power to vote and dispose, or to cause each of its subsidiary undertakings, holding companies and subsidiary undertakings of such holding companies (together, the "Liberty Group") which is a holder of the Relevant Notes to vote and dispose of the Relevant Notes, and (ii) one or more members of the Liberty Group is entitled to all of the rights and economic benefits of the Relevant Notes. Liberty represents that, with the exception of those shares registered in the name of Liberty Flex Holdings Limited, it has the power and authority to cause the registered holders of certain shares specified on the signature page hereto (the "Relevant Shares") to exercise the votes attaining to those shares in accordance with the directions of Liberty. Liberty agrees and represents that, subject to the following Sections hereof and, in respect of sub-sections (a) to (d) below, subject to its receipt of legally sufficient solicitation materials and any other documents in respect of the Plc Scheme and the Jersey Scheme and the terms of this Agreement (including Appendix 1 and the surviving provisions of the Term Sheet) for the implementation of the Financial Restructuring:

(a)

it shall vote, or, subject to restoration to the register of companies in respect of Liberty Flex Holdings Limited prior to the holding of the relevant meeting, procure that the relevant registered holders shall vote, in favour of the Shareholder Resolution and the Liquidation Resolutions in relation to the holdings of shares set out on the signature pages hereto and in relation to any other shares of the Company it, or any of its affiliates, may acquire. Liberty shall take all reasonable steps to have Liberty Flex Holdings Limited restored to the register of companies as soon as practicable;

(b)

it hereby grants the Company its Required Consent (as defined in the Relationship Agreement dated as of 3 March 2000 as amended by an amendment agreement dated as of 18 May 2001 between, inter alia, Microsoft Corporation, Liberty and Telewest (the "Relationship Agreement")), conditional upon the order of the High Court which sanctions the Plc Scheme being delivered to the Registrar of Companies for registration, and the orders of the High Court and the Jersey Court which sanction the Jersey Scheme being delivered to the Registrar of Companies and the Jersey Registrar of Companies, as appropriate, for registration (the date on which the last of such events occurs, being called the "Effective Date"), to the Company, TCN and Telewest Jersey taking the steps and actions contemplated by this Agreement, and, conditional as aforesaid, unconditionally waives all and any rights (including, without limitation, veto rights and anti-dilution rights under Clause 9 of the Relationship Agreement) it, or any director of the Company appointed by it, may have under the Company's articles of association, the Relationship Agreement or under any other contractual arrangements in place with respect to the Company, in so far as such rights relate to the steps and actions contemplated by this Agreement;

(c)

it has simultaneous with signing of this Agreement, executed, and procured that the appropriate members of the Liberty Group shall have executed, the document effecting the termination of the Relationship Agreement in the form annexed hereto as Appendix 2;

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(d)

in connection with the Company's and/or Telewest Jersey's solicitation of votes with respect to the Plc Scheme and/or the Jersey Scheme, as applicable, (i) it will, as promptly as practicable, vote (or will cause the other members of the Liberty Group to vote) all claims that it or they are entitled to vote in respect of the Relevant Notes (the "Claims") in favour of the Plc Scheme and the Jersey Scheme, provided that the terms of the Plc Scheme and the Jersey Scheme are consistent with the terms of the Financial Restructuring, unless revised terms have been previously agreed to in writing by Liberty; (ii) it will not take, and will not permit any member of the Liberty Group to take, any action in respect of the Financial Restructuring or the implementation of the Restructuring Steps or bring any other proceedings or take any other steps that are inconsistent with its obligations under this Agreement; and (iii) if required by Telewest, it will (subject to the completion of any necessary actions by the Company and other third parties required to participate in such conversion) take all such actions as are reasonably necessary to convert any or all of the Liberty Group's holding of Notes that are held in global form into definitive registered certificates;

(e)

except as already commenced but stayed or otherwise held in abeyance, it will not take and will not permit any member of the Liberty Group to take any action or exercise any remedy against the Company, any of its subsidiary undertakings or joint ventures, or the directors, officers or advisors of the Company, any of its subsidiary undertakings or joint ventures, as a result of, or in connection with, any Default or Event of Default (as defined in the applicable Indenture) in respect of the Notes or the implementation of the Restructuring Steps, including any action, whether alone or in concert with others, and without regard to whether such collective efforts are pursued by holders of greater than 25% of the aggregate principal amount of any series of the Notes, (i) to declare or seek to declare, or request that any Trustee (as defined in the applicable Indenture) declare, any series of the Notes to be immediately due and payable as a result of any such Event of Default (as defined in the applicable Indenture) that shall, or shall be alleged to, have occurred and be continuing; or (ii) to otherwise act, whether alone or in concert with others, to advise, assist or encourage any person in connection with the foregoing;

(f)

it will not vote (or cause to be voted) in favour of, or otherwise support, encourage or seek, directly or indirectly, (i) any commencement of or relief in an involuntary case under any applicable insolvency or other similar law with respect to the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them, (ii) the appointment of a receiver, administrative receiver, administrator, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them, (iii) any scheme of arrangement or plan of voluntary arrangement or any other plan of reorganization with respect to the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them; or (iv) any other compromise with the creditors of, or financial restructuring relating to, the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them; other than, in each case, the Financial Restructuring and the Proceedings;

(g)

it will not sell, transfer or assign, and will not permit any member of the Liberty Group to sell, transfer or assign any of the Relevant Notes or any of the Relevant Shares or any voting interest therein during the term of this Agreement except to a person who, prior to the settlement of such sale, transfer or assignment, enters into a written undertaking in favour of the Parties hereto to be bound by the provisions hereof as if such person were Liberty; and

(h)

it will act in good faith to consummate the transactions set forth herein.

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2.

New Telewest, Telewest and Telewest Jersey Agreements:

(a)

Financial Restructuring: The Company and Telewest Jersey each undertake and shall cause the other companies in the Telewest Group (as defined below) to undertake to take all acts reasonably necessary to effect the Financial Restructuring as promptly as possible. Telewest hereby confirms that a majority of its directors will, subject to their fiduciary and any other duties imposed on them by law and their responsibilities under the City Code on Takeovers and Mergers (the "City Code") and the Listing Rules of the UK Listing Authority, recommend the Financial Restructuring to Telewest shareholders and the creditors.

(b)

Costs: The Company undertakes to pay to Liberty immediately upon posting of the public documents in respect of the Plc Scheme in full any and all fees and expenses incurred by Liberty in an amount as to £1,200,000.

(c)

Gain Recognition: Pursuant to Clause 12 of the Relationship Agreement, the Liberty Group has the benefit of certain gain recognition consent rights. Since Liberty has agreed that the Relationship Agreement will be terminated pursuant to, and as provided in, Clause 1(c) of, and Appendix 2 to, this Agreement, the Company hereby restates the Liberty Group's contractual rights in relation to gain recognition consent.

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Specifically, New Telewest covenants to the Liberty Group that until the first to occur of (i) the sale, exchange or disposal by the Liberty Group of its entire shareholding in New Telewest in a taxable transaction for U.S. income tax purposes, (ii) the expiration of the Gain Recognition Agreement dated November 22, 1994, between the Internal Revenue Service and members of the Liberty Group (the "1994 Gain Recognition Agreement") due to the Liberty Group's satisfaction of all requirements under U.S. Treasury Regulation 1.367(a)-3(e)(2) and (iii) January 1, 2005 New Telewest will not, and will procure that no member of the Telewest Group will, without the prior written consent of Liberty, sell, exchange, transfer or otherwise dispose of, in a single transaction or series of transactions, (i) any stock or other equity securities of, or (ii) substantially all (within the meaning of section 368(a)(1)(c) of the Internal Revenue Code) of the assets of, any of the corporate members of the Telewest Group listed below:

Telewest Communications Holdings Ltd
Telewest Communications Group Ltd
Telewest Communications (Nominees) Ltd
Telewest Parliamentary Holdings Ltd
Telewest Communications Motherwell Ltd
Theseus No.1 Ltd
Theseus No.2 Ltd
Telewest Communications Cable Ltd
Telewest Communications (London South) Ltd
Telewest Communications (Cotswolds) Ltd
Telewest Communications (South East) Ltd
Telewest Communications (South Thames Estuary) Ltd
Telewest Communications (North East) Ltd
Telewest Communications (Tyneside) Ltd
Telewest Communications (South West) Ltd
Telewest Communications (Scotland Holdings) Ltd
Telewest Communications (Scotland) Ltd
Birmingham Cable Corporation Ltd
The Cable Corporation Ltd
Cable London Ltd
Avon Cable Investments Ltd
Crystal Palace Radio Ltd

Notwithstanding the foregoing, Liberty's consent shall not be required for any and all strategic combination or merger transaction involving New Telewest or the Telewest Group, save to the extent that such transaction is effected wholly or partly through a sale, exchange, tra