---

            T R O U B L E D   C O M P A N Y   R E P O R T E R

                             E U R O P E

                 Monday, November 14, 2002, Vol. 3, No. 228


                              Headlines

* B E L G I U M *

LERNOUT & HAUSPIE: Belgian Protocol to Be Implemented Under Plan

* F I N L A N D *

SONERA CORP: Telia Announces Price for Possible Share Redemption

* F R A N C E *

ALCATEL: To Outsource Manufacturing Activities in Turkey
VIVENDI UNIVERSAL: Launches up to EUR1 BB Redeemable Notes
VIVENDI UNIVERSAL: S&P Rates Mandatory Convertible Bond 'B+'

* G E R M A N Y *

ALLIANZ GROUP: Announces Performance in the First Three Quarters
ALLIANZ AG: S&P Says 3Q Net Loss Underscores Negative Outlook
DEUTSCHE TELEKOM: Counts on Debt Reduction and Growth
DEUTSCHE TELEKOM: Board Elects Ricke Chief Executive Officer
MOBILCOM AG: Announces Successful Agreement on Restructuring

* I R E L A N D *

ELAN CORPORATION: Moody's Lowers Senior Implied Rating to Caa2

* N E T H E R L A N D S *

UPC: Issues Results for the Third Quarter Ending September
VERSATEL: Announces Third-Quarter Results

* P O L A N D *

ELEKTRIM SA: Announces Discontinuance of Proceeding
SZEPTEL: Creditor Files Bankruptcy Motion, Demands Payment

* S W I T Z E R L A N D *

CREDIT SUISSE: Group Reports Net Loss of CHF 2.1 billion
PACE MICRO: Supplies Carpenters Project With IPTV Solutions

* U N I T E D   K I N G D O M *

BALTIMORE TECHNOLOGIES: Enables Secure Mobile Commerce With SFR
CABLE & WIRELESS: Fitch Assigns Rating Watch Negative to C&W
CABLE & WIRELESS: S&P Lowers Long-Term Corporate Rating to 'BBB+'
CORUS PLC: Discloses Interest in Shares
CORUS PLC: Moody's Downgrades Senior Debt Ratings to Ba2
CORUS GROUP: S&P Downgrades Long-Term Corporate Rating to 'BB'
DYNEGY INC.: Sells Remaining U.K. Natural Gas Storage Business
INVENSYS PLC: Issues Interim Results for 6 Months Ended September
MYTRAVEL GROUP: DirectHolidays Attracts Former Owner's Interest
NTL INC.: Announces Results for Nine Months Ended September


=============
B E L G I U M
=============


LERNOUT & HAUSPIE: Belgian Protocol to Be Implemented Under Plan
----------------------------------------------------------------
Lernout & Hauspie Speech Products, N.V.'s Liquidating Plan
contemplates a protocol governing the Belgian Case, pursuant to
which:

(a) Any Claim against or Equity Interest in L&H NV, proof of
    which was not filed in the Belgian Case, but proof of
    which Claim or Equity Interest was filed -- or scheduled
    -- in the Chapter 11 case of L&H NV in the United States,
    will be reconciled, compromised, settled, allowed, or
    liquidated in the Chapter 11 case and thereafter
    transferred to the Belgian Case;

(b) Any Claim against or Equity Interest in L&H NV, proof
    of which was filed in the Belgian Case, but proof of
    which Claim or Equity Interest was not filed in the
    Chapter 11 case in the United States -- or is not
    scheduled in the Chapter 11 case -- will be reconciled,
    compromised, settled, allowed, or liquidated in the
    Belgian Case;

(c) Solely with respect to persons who are domiciled within
    the United States, and who have filed both a U.S. Claim,
    and a duplicative proof of the U.S. Claim of the same type
    or kind in the Belgian Case, the U.S. Claims will be
    reconciled, compromised, settled, allowed, or liquidated
    in the Chapter 11 Case and thereafter transferred to the
    Belgian Case.

    The Duplicative Belgian Claims will be:

    -- disallowed in the Belgian Case, and

    -- expunged from the Claims register in the Belgian Case;

(d) With respect to Persons who are domiciled in Belgium, and
    who have filed both U.S. Claims and Duplicative Belgian
    Claims, the U.S. Claims will be disallowed in the Chapter
    11 Case and expunged from the Claims register in the
    Chapter 11 Case.  Such Duplicative Belgian Claims will be
    reconciled, compromised, settled, allowed, or liquidated
    in the Belgian Case; and

(e) With respect to persons who are neither U.S. Creditors nor
    Belgian Creditors, and who have filed both U.S. Claims and
    Duplicative Belgian Claims, the U.S. Claims will be
    disallowed and expunged from the Claims register in the
    Chapter 11 Case, and the Duplicative Belgian Claims will be
    reconciled, compromised, settled, allowed, or liquidated in
    the Belgian Case. (L&H/Dictaphone Bankruptcy News, Issue
    No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)


=============
F I N L A N D
=============


SONERA CORP: Telia Announces Price for Possible Share Redemption
----------------------------------------------------------------
In connection with the exchange offer by Telia to the
shareholders of Sonera, Telia may, pursuant to Finnish law, as
described in Telia's exchange offer prospectus, be required to
make a mandatory redemption offer to those shareholders who have
not exchanged their Sonera shares for Telia shares.

This mandatory redemption offer shall include a cash offer made
at a price based on the volume-weighted average trading price
paid for the Sonera share on the Helsinki Stock Exchange during
the twelve-month period prior to the expiration of the exchange
offer.

Based on the volume-weighted average price paid for the Sonera
share on the Helsinki Stock Exchange during the twelve-month
period which ended on November 13, 2002 and based on the closing
price for the Telia share on the Stockholm Stock Exchange
(Stockholmsb"rsen) on November 13, 2002, which was SEK 32.00 or
EUR 3.53, the situation would, by way of illustration, be as
follows:

- The cash price that Telia would have to offer in a mandatory
redemption offer would be EUR 5.00 per Sonera share.
- The cash value of the exchange offer would be EUR 5.34 per
Sonera share.
- Thus the cash price of the mandatory redemption offer would be
less than the cash value of the exchange offer.

Possible application of the so called top-up-condition
As described in connection with the prospectus, the Finnish
Financial Supervision Authority issued a ruling, the practical
effect of which was that no additional payment, a so-called top-
up payment, would be required in connection with the exchange
offer. Notwithstanding this ruling based on the above price
information, there would be no trigger of the provision in the
combination agreement between Telia and Sonera, which provides
for Telia's right to terminate the agreement and abandon the
exchange offer in the event the amount of cash Telia has to pay
in the mandatory redemption offer for each remaining share of
Sonera were to exceed the cash value of the Telia shares offered
in the exchange offer by more than approximately EUR 0.27, or
more than EUR 300 million in total for all outstanding Sonera
shares.

However, Telia will not, as described in the prospectus, be able
to finally determine whether to invoke the condition and abandon
the exchange offer until immediately prior to the completion of
the exchange offer.

Telia is the Nordic leader in telecommunications. Over the past
year, we have streamlined the Group, focusing our core businesses
making the company more flexible. Our four core businesses are:
Mobile communications, Broadband and Internet, Fixed networks and
International carrier operations. Telia is listed on
Stockholmsb"rsen. Sales Jan-Sep 2002 totaled MSEK 42,727 (42,226)
and the number of employees was 16,244 (22,509). Sales 2001
totaled MSEK 57,196 and the number of employees was 17,149.


===========
F R A N C E
===========


ALCATEL: To Outsource Manufacturing Activities in Turkey
--------------------------------------------------------
Alcatel (Paris: CGEP.PA and NYSE: ALA), and Anel Group, a Turkish
contracting and service company, have announced a major agreement
for the transfer of Alcatel's manufacturing activities in Turkey.
This transaction is in line with Alcatel's strategy to focus on
its core competencies (including R&D, product and solution design
and new product introduction (NPI), as well as marketing and
sales) towards telecom service providers around the world. Under
the terms of this agreement, which is expected to be effective as
of January 1st, 2003, Anel Group will take over Alcatel's
manufacturing activities located in Istanbul.

This agreement will allow Alcatel to better focus on offering
global and innovative solutions to its customers in Turkey, while
consolidating its local presence as demonstrated through the
recently awarded mobile infrastructure contract with Aycell and
the major data and multimedia network contract with Turk Telekom.

About Alcatel
Alcatel designs, develops and builds innovative and competitive
communications networks, enabling carriers, service providers and
enterprises to deliver any type of content, such as voice, data
and multimedia, to any type of consumer, anywhere in the world.
Relying on its leading and comprehensive products and solutions
portfolio, stretching from end-to-end optical infrastructures,
fixed and mobile networks to broadband access, Alcatel's
customers can focus on optimizing their service offerings and
revenue streams. With sales of EURO 25 billion in 2001, Alcatel
operates in more than 130 countries.

About Alcatel in Turkey
Alcatel has been present in Turkey since 1984. It is one of the
pioneers in supplying fixed and mobile networks for the national
infrastructure. Its turnover is about 200 millions euros. Alcatel
is a major player on the Turkish telecom scene.

About Anel Group
The local company Anel is established in 1985 in Istanbul. The
company is mastermind in contracting, production and service
activities in Turkey especially in electronics and electricity
sectors with many references countrywide.


VIVENDI UNIVERSAL: Launches up to EUR1 BB Redeemable Notes
----------------------------------------------------------
This press release does not constitute or form part of an offer
to sell or a solicitation of an offer to purchase or subscribe
for securities in the United States or any other jurisdiction.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States or
to or for the benefit of U.S. persons, absent registration or
pursuant to an applicable exemption from the registration
requirements of the Securities Act. No offering of securities is
being made in the United States.

Vivendi Universal announced Thursday an offering of notes
mandatorily redeemable for Vivendi Universal shares for an amount
between Euro 770 million and Euro 1 billion.

The notes will be offered to institutional investors outside the
United States, Canada or Japan between 14 November and 15
November 2002, subject to early termination of the institutional
offering period. A public offering to individuals in France will
occur during a period of three trading days following the last
day of the offering to institutional investors. The final terms
of the offering will be set on or before 15 November 2002. The
issue price of the notes will be set at a premium to the
reference price of a Vivendi Universal share at the time the
final terms are determined. Vivendi Universal expects to price
the notes at premium of about 21-26% to the reference price.

The notes will be issued at par and will have a 3-year maturity
from the settlement date of 26 November 2002. They will carry an
annual interest rate of 7.50-8.25%. Vivendi Universal will pay on
28 November 2002 the full amount of interest payable from the
settlement date to the maturity date, discounted to its net
present value.

The notes will be mandatorily redeemable for new Vivendi
Universal shares at the maturity date of 25 November 2005, or at
anytime from 26 May 2003 at the noteholders' option.

The number of shares to be delivered at maturity will be of one
share per note. Any noteholders requesting redemption before the
maturity date will receive fewer shares per note.

Redemption of these notes will result in the creation by November
25, 2005, of a number of Vivendi Universal shares that will
depend on the issue price of the notes, but that will not exceed
80 million shares.

This offering is being conducted in France on the basis of a
prospectus which received the visa No. (02 - 1141) from the
French Commission des operations de bourse on November 14, 2002.

CONTACT: Vivendi Universal
         Investor Relations
         Paris
         Laurence Daniel
         Phone: +33 (1).71.71.1233


VIVENDI UNIVERSAL: S&P Rates Mandatory Convertible Bond 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' long-term
subordinated debt rating to the upcoming three-year mandatory
convertible bond issue of Vivendi Universal S.A.

At the same time, the rating agency affirmed Vivendi's 'B' short-
term corporate credit rating.

The debt-laden French company, which expects to raise EUR790
million from the issuance, has about EUR16.5 billion of debt load
as of the end of October 2002, excluding debt at non-majority-
owned subsidiaries, and collectible disposal proceeds.

According to S&P, the rating "reflects the bond's contractual
subordination to all of VU's existing financial obligations."

S&P placed the rating on CreditWatch with developing
implications, in line with the French media giant's other 'B+'
long-term debt ratings and its 'BB' long-term corporate credit
rating.  The rating agency said the outlook implies uncertainties
surrounding the company's 44% shareholding in French
telecommunications operator, Cegetel.

Vivendi's position with regards to Cegetel is believed to have a
significant effect in the company's business and financial
profiles, as well as its future business scope.

The rating agency says the availability of various options for
Vivendi regarding Cegetel makes its credit implications still
uncertain at the moment.

S&P signed to resolve the CreditWatch status indications are
clear that the group will have sufficient liquidity over the
intermediate term.


=============
G E R M A N Y
=============


ALLIANZ GROUP: Announces Performance in the First Three Quarters
----------------------------------------------------------------
Unusually high quarterly loss - extraordinary burdens from
extremely weak capital markets, flood catastrophe and higher loan
loss provisions at the bank - but also improvements in operating
business and the combined ratio.

According to Schulte-Noelle: "The low point should be behind us,
Allianz will come out of these difficult times stronger than
before."

Despite significant improvements in operating business, the
Allianz Group had to accept a loss of 924 million euros during
the first nine months. While a net income of 1.6 billion euros
was achieved during the first six months, a loss of 2.5 billion
euros was incurred during the third quarter in what was a very
difficult market environment.

This is principally due to an accumulation of extraordinary
effects. These include primarily impairments on investments
amounting to 1.9 billion euros in the third quarter, provisions
for asbestos and environmental claims at the US-American
subsidiary Fireman's Fund, the flood catastrophe in Europe, the
collapse of the capital markets, and ongoing high loan loss
provisions at Dresdner Bank. Additional capital gains from the
sale of shareholdings were not realized during the third quarter
to improve earnings.

Chairman of the Board of Management Henning Schulte-Noelle: "The
low point should be behind us. The absence of one off burdens, an
improved combined ratio in the insurance business and the
positive returns from the initiated restructuring efforts will
now again lead to an upward trend."

Allianz is preparing for a longer period of uncertainty and
volatility with a view on the overall economic situation and the
capital markets. As a result, the Group will align itself so that
it can also operate profitably during flat capital markets.
Schulte-Noelle: "The current market situation allows us to more
easily implement resolute and future-oriented measures.
Consequently, we see predominantly chances in this difficult
phase and we have the firm goal come out of it stronger than
before." Allianz has a clear strategy. Every business line, every
region and every cost position will be put to the test. "We are
cleaning out our portfolio and at the same time using every
chance to expand our market share."

Total premium income

Operating business improved significantly in most business areas
during the first nine months. Total premium income in insurance
business rose worldwide by 11.9 percent to 61.5 billion euros.
The combined ratio adjusted for flooding and asbestos improved to
101.5 percent. Net cash inflows in asset management were 43
billion euros adjusted for currency differences.

Earnings before taxes and amortization of goodwill

Earnings before taxes and amortization of goodwill amounted to
minus 164 million euros during the first nine months compared
with 3.3 billion euros during the reporting period in 2001.

Amortization of goodwill increased by 315 to 859 million euros.
The increase in the shareholding in Allianz Lebensversicherungs-
AG to 91 percent, consolidation of the Dresdner Bank Group since
July 23, 2001 and additional purchases all exerted an effect.
Following tax charges of 205 million euros during the reporting
period in 2001, the first nine months of 2002 yielded tax income
of 863 million euros. After deducting minority interests
amounting to 764 (reporting period 2001: 1,193) million euros the
Allianz Group posted a loss of 924 million euros in the first
nine months. In the first half of the year a surplus of 1.6
billion euros was achieved, which was, however, followed by a
loss of 2.5 billion euros in the third quarter.

"The accumulation of negative extraordinary factors including the
ongoing poor sentiment on the capital markets and the increasing
risk accumulation due to natural disasters or insolvencies
impacted us disproportionately hard during the third quarter.
These factors distort the perspective, masking the improvements
in operating business and hence the opportunities for emerging
strengthened from this situation," commented Helmut Perlet,
Member of the Board of Management of Allianz AG responsible for
Controlling, Accounting and Taxes.

Property and casualty insurance

In property and casualty insurance premium income increased
across the Group by 4.6 percent from 32.1 to 33.6 billion euros.
Double-digit growth rates at companies in France, Spain and
Australia contributed significantly to this result. Successful
restructuring measures for the portfolio in the USA and other
markets also exerted a positive influence, and rate increases in
many areas made a beneficial impact. The loss ratio was 79.3
percent in the first three quarters. The effects of the
disastrous flooding principally in Germany, the Czech Republic
and Austria, and provisions for asbestos and environmental claims
at Fireman's Fund exerted a disproportionately negative effect on
the loss ratio at approximately 2.4 and 2.8 percentage points
respectively. The sum of 550 million euros earmarked for the
flood disaster was adjusted to a total of now 664 million euros.
Adjusted for these factors, the loss ratio in the first three
quarters was 74.1 percent and was thus 0.9 percentage points
better than the ratio in the reporting period in 2001 adjusted
for WTC claims. The expense ratio at 27.4 percent compared with
27.3 percent remained virtually identical with the level for the
reporting period in 2001.

The ratio of losses and expenses to net premiums earned (combined
ratio) was 106.7 percent during the first three quarters. It was
101.5 percent following adjustment for the above-mentioned
extraordinary effects - flooding and asbestos. It improved by 0.8
percentage points compared with the combined ratio during the
reporting period in 2001 adjusted for WTC claims.

"Operating business in property insurance is already profitable
in many countries, i.e. our combined ratio is below 100 percent.
We have come much closer to our goal of reducing the combined
ratio to 100 percent for the entire segment at the latest in 2004
than expected. As a result, we are aiming to already get below
100 percent for 2003," said Perlet.

Net income in property and casualty insurance was 5.9 billion
euros in the first nine months after amortization of goodwill,
taxes and minority interests. Adjusted by equity disposals within
the Group, the Allianz Group achieved net income of 2.4 billion
euros in property and casualty insurance (reporting period in
2001: 1.4 billion euros).

Life and health insurance

In life and health insurance, the Allianz Group increased total
sales by 22.1 percent from 23.3 to 28.4 billion euros. The
extremely good development of business in Germany, Italy, USA and
South Korea made a substantial contribution. Despite the poor
sentiment in the capital markets, the Allianz Group succeeded in
increasing sales of investment oriented products from 9.4 to 13.8
billion euros. In IAS accounts, where only the risk and cost
share is recorded for sales from investment-oriented products,
premiums increased by 5.7 percent from 13.9 to 14.6 billion
euros.

Life insurance business in Germany grew during the first three
quarters of 2002 by 7.8 percent compared with the reporting
period in 2001. Sales through the branch network of Dresdner Bank
made the most substantial contribution to this success. 2.4 times
as many contracts were sold through this sales channel than
through the branches of HypoVereinsbank and Dresdner Bank
together during the reporting period in 2001. This already gives
a clear indication of the sales strengths of an integrated
financial services provider.

Allianz Leben has taken the leading position in Germany in sales
of state-subsidized fully-funded retirement provision with a
market share of 20 percent. While the take-up of private
provision remains slow, business has shown very gratifying
development in corporate provision. During the first nine months
of the fiscal year, the Allianz Group set up or expanded
corporate pension provision programs for more than 5000 employers
and concluded more than 130,000 retirement pension contracts with
employees.

After amortization of goodwill, taxes and minority interests, net
income in the life and health insurance segment was 120 million
euros during the first nine months (reporting period in 2001: 271
million euros).

Banking business

The income situation in banking business continues to be highly
unsatisfactory. Business is still failing to live up to
expectations in an extremely unfavorable market and economic
environment. The strong decline in sales was not balanced by cost
savings amounting to 10.7 percent.

Increased revaluation requirements - in particular for larger
single risks in South America - lead to expenditures for loan
loss provisions amounting 1,836 million euros during the first
nine months of this year.

Earnings in the banking segment are substantially determined by a
capital gain of 1.9 billion euros deriving from the transfer of
shareholdings in asset management companies held by Dresdner
Bank. After amortization of goodwill, taxes and minority
interest, this produced a result of negative 152 million euros
for the first nine months. However, the capital gain is being
consolidated at the level of the Allianz Group. Overall, the
banking business contributed a loss of 2.1 billion euros to the
result of the Allianz Group. 2.0 billion euros of this derive
from Dresdner Bank, the majority from the Corporates & Markets
segment.

Asset management

Assets under management at the Allianz Group amounted to 1,048
billion euros as of September 30th. Compared with year-end 2001,
this represents a fall of 10.6 percent or 124 billion euros -
despite high net cash inflows amounting to 43 billion euros. The
Group's own investments fell back by 14.6 percent or 77 billion
euros to 450 billion euros as a result of significant share price
declines on equity markets. Investments for third parties went
down correspondingly by 7.4 percent or 46 billion euros to 574
billion euros.

The Allianz Group achieved very strong growth rates in the
business with fixed-income securities compared with year-end
2001. This corresponds to inflows amounting to 44 billion euros.
With assets under management of 64 billion U.S. dollars, the
PIMCO Total Return Fund established itself as the world's largest
mutual fund for the first time. Its European counterpart - the
dit EURO BOND TOTAL RETURN Fund "powered by PIMCO" - already
posted net cash inflows of more than one billion euros five
months after its introduction on May 2, 2002. It, consequently,
ranks among the German mutual funds with the highest sales for
this year.

In line with expectations, a deficit of 300 million euros was
reported for net income in the asset management segment. This
result, however, includes extraordinary acquisition based effects
that are limited in time. These include loyalty bonuses and
retention payments for the PIMCO Group. Adjusted for these
effects and before taxes and goodwill, operating earning amounted
to 369 million euros, which is 15 percent above earnings for the
reporting period in 2001.

Outlook

For the remainder of the business year, the Allianz Group is
expecting a significant improvement in the operating result
compared with the third quarter, provided that large natural
disasters do not occur. If a profit can be reached in the fourth
quarter depends substantially on the further development of
equity markets. As a result of the high volatility and the
resulting uncertainty about the total amount of necessary
impairments on investments, a reliable forecast for all of 2002
can not be made.

To strengthen capital resources and for the financing of growth,
Allianz is considering issuing two bonds, one of which would be
subordinated. In addition, Allianz is offering the holders of
profit participation certificates the voluntary exchange of the
certificates into Allianz shares: 8 profit participation
certificates can be tendered for 10 Allianz shares. This
represents a premium of 18.5 percent on the closing price of
November 13 (Allianz share: 97.10; profit participation
certificate: 102.44)

To see Allianz Group's Full Release:
http://bankrupt.com/misc/Allianz.pdf


ALLIANZ AG: S&P Says 3Q Net Loss Underscores Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services said that the Munich-based
insurance group Allianz AG's (AA/Negative/A-1+) profitability,
which is currently under severe pressure, underscores concerns
about several challenges that Allianz faces.

The insurer needs to address the effects of continued weak
capital markets; restructure and improve earnings at subsidiary
Dresdner Bank AG (A+/Negative/A-1); and restore the profitability
of the property casualty business at some of its major foreign
subsidiaries in the U.S. and France, as well as in its global
industrial business.

Allianz reported an overall net loss of EUR924 million in the
first nine months of 2002, following a third-quarter loss of
EUR2.5 billion. This result is mainly attributable to exceptional
items of about EUR4 billion, stemming from impairment charges on
investments, high loan-loss provisions at Dresdner Bank, flood
claims, and asbestos reserve strengthening. Standard & Poor's
will continue to closely monitor the situation.

"Although the published results are disappointing following on
from a poor 2001, Allianz has made significant progress in many
of its business lines, particularly with respect to cost cutting
and in its underlying combined ratio for its property/casualty
business," said Standard & Poor's credit analyst Wolfgang Rief.

"Standard & Poor's believes the insurer's announced targets to be
ambitious, particularly against the persisting difficult
operating and economic environment," Mr Rief added. As a result,
Allianz's and Dresdner Bank's management will be challenged to
rigorously implement measures to achieve these goals. Of equal
importance, will be closer integration and cooperation between
Allianz and Dresdner Bank, to overcome the latter's weak income
generation capacity.

As already announced in its media release dated Oct. 9, 2002,
(available on RatingsDirect, Standard & Poor's Web-based credit
analysis system), Standard & Poor's believes that earnings for
the group will rebound significantly in 2003, after a
disappointing 2002. The negative outlook reflects the fact that
ratings may be lowered if this is not achieved.


DEUTSCHE TELEKOM: Counts on Debt Reduction and Growth
-----------------------------------------------------
High nonscheduled write-downs decreased the net loss to EUR 24.5
billion in the first nine months of 2002 - net debt decreased to
EUR 64 billion despite the acquisition in the Netherlands - Group
revenue increased by approximately 12 percent to EUR 39.2 billion
- Group EBITDA adjusted for special influences increased by 5.6
percent to EUR 12 billion - sale of VoiceStream to safeguard
deleveraging targets not necessary - reduction of a total of
43,400 jobs net or 54,700 gross by 2005 planned - Supervisory
Board and Board of Management recommend to the 2003 Shareholders'
Meeting to suspend the dividend - new Chairman of the Board of
Management, Kai-Uwe Ricke, wants to considerably improve the
individual divisions' efficiency.

Deutsche Telekom increased its revenue in the first nine months
of 2002 by 12 percent from EUR 35 billion to EUR 39.2 billion
compared to the same period last year. In the same period, Group
EBITDA excluding special influences increased by 5.6 percent from
EUR 11.3 billion to EUR 12 billion. In addition to a slight
reduction in net debt to EUR 64 billion, this strong operational
development is offset by a net loss of approximately EUR 24.5
billion - which was mainly due to nonscheduled write-downs.

Against this backdrop, the departing Chairman of Deutsche Telekom
AG's Board of Management, Prof. Helmut Sihler, presented the
results of the strategic review which are designed to strengthen
the company's financial scope for action in the long term. "On
the basis of the measures adopted, there will be a sustained
improvement of Deutsche Telekom's situation", Mr. Sihler said
with reference to the need to reorient the company.

"One thing is clear: The level of the Group's debt, the trends
that we are seeing in the stock markets and the current valuation
of the telecommunications sector at a time when the economic
climate is deteriorating, all force us to take urgent action. Our
future lies with debt reduction and growth. This is the only way
for us to bring about a sustained improvement in our results",
the newly elected Chairman of the Board of Management, Kai-Uwe
Ricke, emphasized. "A properly-managed Deutsche Telekom should be
a cash machine. This is an area where I see considerable room for
improvement." According to Ricke, the four-pillar strategy
remains the right approach for realizing growth potential. "At
the same time, however, individual divisions must also become
much more efficient." To achieve this goal, he will devolve even
more responsibility to the divisions and give them greater
authority to take their own decisions. At the same time, this
ensures that Deutsche Telekom will stay as close as possible to
its customers. And vice versa, this means that the strategic
management holding will be clearly streamlined.

Results of the strategic review Deutsche Telekom is aiming to
achieve a level of net debt by the end of 2003 which equates to
roughly three times the EBITDA expected for the full 2003
financial year. Based on the forecast EBITDA of EUR 16.7 to EUR
17.7 billion, this generates a target corridor of EUR 49.5 to EUR
52.3 billion net debt. In order to achieve this target, Deutsche
Telekom, among other things, will withdraw from non-strategic
business areas such as real estate, the remainder of the cable
business and other shareholdings and business units. These sales
are to generate proceeds of EUR 6.2 to EUR 8.5 billion. In
addition, Deutsche Telekom intends to reduce its capital
expenditure in 2003 to between EUR 6.7 billion and EUR 7.7
billion.
Within the framework of the strategic review, Deutsche Telekom
decided to take into account the changed economic environment and
to test all assets for impairment. Consequently, the following
valuation adjustments were necessary in the third quarter:


in billions of EUR

T-Mobile USA        18.0
- of which goodwill         8.4
- of which license                       9.6

BEN NL                                   1.1

UMTS U.K.                                2.2

Others
(incl. Comdirect, Siris, Multilink)      0.7

TOTAL                                   22.0

Restructuring expenses T-Systems:        0.4

Tax effects from amortization
of U.S. mobile communications licenses    (3.1)

Net effect                               19.3

Additional special influences amounting to EUR 1 billion, of
which around EUR 0.3 billion are attributable to valuation
adjustments for investments in noncurrent assets in the third
quarter of 2002, are not related to the strategic review.
The write-downs of goodwill and the mobile communications
licenses are the result of the strategic review throughout the
Group, implemented by the Board of Management in the past months.
These nonscheduled write-downs, which have no impact on the cash
situation, take into particular consideration the changed
expectations regarding the medium and long-term prospects of the
mobile communications industry and the changed view of the
possible consolidation on the U.S. mobile communications market.

It is not necessary to sell VoiceStream to ensure that Deutsche
Telekom's deleveraging targets will be met. "It would be wrong to
sell it in view of the positive development of this company. A
merger with another company with partial deleveraging still
remains an option that we would definitely not want to rule out
under the right circumstances", the departing Chairman of the
Board of Management, Prof. Helmut Sihler, stressed as another
result of the strategic review. Along the same lines, he
announced that the Board of Management and the Supervisory Board
will recommend to the 2003 Shareholders' Meeting that no dividend
be paid for the financial year, thus contributing to debt
reduction on the order of EUR 1.6 billion.

In addition, the Board of Management recently adopted a package
of measures that will improve results by EUR 1.5 billion by the
end of 2003. Specifically, these measures are aimed at improving
results by EUR 0.6 billion from staff reductions, a reduction of
EUR 0.3 billion in marketing expenses, EUR 0.3 billion of
improvements in efficiency resulting from the optimization of
receivables and a further EUR 0.3 billion from reduced
expenditure on other cost items such as travel and consulting
costs.

In addition, Deutsche Telekom is aiming to cut a total of 54,700
jobs gross or 43,400 jobs net by the end of 2005. 42,500 jobs are
to be cut in Germany and 12,200 at subsidiaries abroad. In the
same period, 11,300 new jobs are to be created through
restructuring and expansions. The main method for this staff
reduction is to be the transfer for employees to the newly
created Human Resources Services Agency (PSA), which is mandated
to find new jobs within and outside the Group for the employees
concerned. This programme still need to be a greet upon with the
various intrest groups. Talks on this matter have already begun.

Dr. Karl-Gerhard Eick, CFO, pointed out the significantly
improved operating performance of Deutsche Telekom: "I am firmly
convinced that the cash flow and not the loss shown in the books
is the best indicator of a company's financial health. In this
context, I would like to especially stress the slight reduction
in net debt to EUR 64 billion in the third quarter. We achieved
this reduction despite the acquisition of BEN which reflects our
operating performance in the third quarter with a free cash flow
of EUR 1.8 billion." He said further that the debt reduction
"gap" identified in August of EUR 4 billion to EUR 7 billion had
already been narrowed by EUR 2.3 billion. "Moreover, we are now
convinced that we can achieve a free cash flow of EUR 5.5 billion
to EUR 6 billion in the fourth quarter 2002 and 2003, which is
higher than the EUR 4 billion to EUR 5 billion in our old
scenario."

T-Com increased revenue and kept EBITDA stable

T-Com's total revenue in the period under review increased by
around 1 percent from EUR 22.1 billion in the first nine months
of 2001 to EUR 22.3 billion. Thus, for two quarters in a row, T-
Com succeeded in increasing its revenue compared with the same
periods in the previous year. Domestic business accounted for
around 87 percent of T-Com's total revenue in the first three
quarters of 2002. The Eastern European companies MATAV (including
Maktel), Slovensk, Telekomunik cie and Hrvatske telekomunikacije
shown under T-Com made a contribution to revenue of around 13
percent.

EBITDA in the T-Com division amounted to around EUR 7.5 billion
in the first nine months of 2002, and was thus at approximately
the same level as in the same period last year, EUR 7.6 billion,
which was adjusted to exclude the book profit from the sale of
the cable company in Baden-Wrttemberg amounting to EUR 908
million.

Adjusted EBITDA at T-Systems increased considerably

Revenue in the T-Systems division decreased by 3.4 percent in the
first three quarters of 2002 to EUR 8.3 billion, compared with
the first three quarters of 2001 with EUR 8.6 billion. Adjusted
EBITDA increased in the first three quarters of 2002 by around 34
percent to EUR 0.8 billion from EUR 0.6 billion in the same
period last year. T-Systems also succeeded in increasing the
EBITDA margin considerably in all three quarters of the 2002
financial year in comparison with the previous year.

T-Mobile recorded strong increases in revenue and adjusted EBITDA

Total revenue in the T-Mobile division increased by more than 40
percent in comparison with the same period last year to EUR 14.2
billion. Besides the effects of T-Mobile CZ (formerly RadioMobil)
and T-Mobile USA (formerly VoiceStream and Powertel), which were
not consolidated for the entire first three quarters of 2001, the
increased customer base and, in the course of the year, increased
average revenues from subsidiaries of T-Mobile International AG
also had a positive impact. The adjusted EBITDA of the T-Mobile
segment increased in the first three quarters of 2002 by around
EUR 1.7 billion, 76 percent, compared with September 30, 2001, to
around EUR 3.9 billion.

T-Online recorded higher revenue and adjusted EBITDA

The 24.4 percent increase in total revenue of the T-Online
segment, including DeTeMedien, to EUR 1.3 billion was driven by
the revenue growth at T-Online International AG. The adjusted
EBITDA of the T-Online division amounted to around EUR 151
million in the first nine months of 2002 compared with minus EUR
67 million in the same period last year.

To see 'Development of the Divisions' Table:
http://bankrupt.com/misc/Development.htm


DEUTSCHE TELEKOM: Board Elects Ricke Chief Executive Officer
------------------------------------------------------------
Deutsche Telekom's supervisory board has unanimously elected Kai-
Uwe Ricke as the company's chief executive officer (CEO) at
Thursday's meeting with effect from November 15, 2002. 41-year-
old Ricke succeeds Professor Dr.Helmut Sihler, who headed the
board of management as interim CEO since July. Sihler's mandate
as defined by the supervisory board was for a period of up to six
months.

"With Kai-Uwe Ricke we have chosen an experienced manager with an
international vision who will use all of his energy and immense
expertise to meet the challenges of the global telecommunications
industry. Key tasks of his new position will include maintaining
the consolidation course while developing new avenues of growth
for the company," said Dr. Hans-Dietrich Winkhaus, chairman of
Deutsche Telekom's supervisory board.

Following an apprenticeship at a bank and studies at the European
Business School in Schloss Reichartshausen, Germany, Ricke
started his career as assistant to the board of Bertelsmann AG in
Gtersloh, Germany. He then took up the position as head of sales
and marketing of its Swedish subsidiary Scandinavian Club AG.
From 1990 to June 1995, Ricke was CEO of Talkline GmbH and
Talkline PS Phone Service GmbH in Elmshorn, Germany; from July
1995 he acted as the company's chairman and CEO.

In January 1998, Ricke took over as chairman of the board of
management of DeTeMobil Deutsche Telekom Mobilnet GmbH. Under his
leadership, the company again concentrated on its core business,
the T-D1 network, and recaptured the market leadership in
Germany. In February 2000, Ricke was appointed chairman of the
newly founded T-Mobile International AG where Deutsche Telekom
consolidated its principal mobile communications activities. In
May 2001, he was appointed to the board of management of Deutsche
Telekom. In his role as chief operating officer (COO), he is
responsible for Deutsche Telekom's mobile and online businesses.


MOBILCOM AG: Announces Successful Agreement on Restructuring
------------------------------------------------------------
Following the successful conclusion of the negotiations regarding
the transfer of Gerhard Schmid's shares to a trustee, agreements
in principle regarding all key elements of a successful
restructuring of MobilCom AG have now been reached.

The parties will now start to finalise the detailed terms of the
restructuring that have been agreed with France Telecom, the bank
consortium as well as the details of the social plan. A final
binding agreement on all elements of the restructuring is
expected to be signed within the next days.

Deutsche Bank and Merrill Lynch are joint financial advisors to
MobilCom AG in relation to this transaction.


=============
I R E L A N D
=============


ELAN CORPORATION: Moody's Lowers Senior Implied Rating to Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Elan
Corporation plc.  The rating concludes the review Moody's
initiated on July 10, 2002

The ratings lowered were:

Senior Implied: to Caa2 from B2;

Issuer Rating on Elan Corporation plc: to Caa2 from B2;

Athena Neurosciences Finance, LLC guaranteed notes (on a senior
basis) and shelf: to Caa2/(P)Caa2 from B2/(P)B2;

Elan Finance Corporation Ltd. guaranteed notes (on a subordinated
basis): to Ca from Caa1;

Elan Pharmaceutical Investments II Ltd. guaranteed notes (on a
subordinated basis): to Ca from Caa1; and

Elan Pharmaceutical Investments III Ltd. guaranteed notes (on a
subordinated basis): to Ca from Caa1.

The action is based primarily on Moody's assessment that Elan's
current capital structure is unlikely to be sustainable in view
of the company's debt level, debt maturities, and cash generation
capability.

The pharmaceutical and drug delivery company has a debt level of
US$2.4 billion, and US$1 billion of subordinated LYONS which are
putable in December 2003.  Moody's says it is still uncertain
whether asset sales would be able to raise enough proceeds to pay
LYONS in cash; or Elan would be prepared to satisfy the put with
stock.

The drug company has a debt load including US$450 million of EPIL
II debt maturing in June 2004, US$390 million of EPIL III debt
maturing in March 2005, and US$650 million of Athena notes
maturing in 2008.

Moody's warns that Elan's already weak cash flow will still be
substantially reduced if management succeeds with its divestiture
strategy.

In view of the company's high debt and weak cash flow, Moody's
believes that Elan will continue to have a hard time meeting debt
obligations.

The downgrade is also based on Moody's belief that is heavily
dependent on asset sales to service debt maturities coming due,
and on the uncertainty surrounding the value of the company's
assets.  Elan is expecting to raise a total of US$1.5 billion
from the asset sales in the fourth quarter of 2003.

The rating was assigned a negative outlook to reflect continued
uncertainty regarding the value of the company's assets relative
to its liabilities.

Lastly, Moody's based the action on the company's cash
consumption in recent months.  Elan's cash on hand as of
September 30, 2002 decreased by US$739 million to US$632 million
as a result of payment for its US$325 million bank facility,
US$62 million Dura subordinated notes, and US$142 million payment
under a guarantee related to maturing EPIL III debt, among
others. The rate is faster than what Moody's had anticipated, and
the agency is further concerned about the company's future cash
burn rate as it undertakes its plans.

According to Moody's the Caa2 rating for senior unsecured debt
obligations reflects the risk of impairment.  The rating agency
estimates that "less than full recovery could occur in the event
of a distressed exchange or default."


=====================
N E T H E R L A N D S
=====================


UPC: Issues Results for the Third Quarter Ending September
----------------------------------------------------------
United Pan-Europe Communications N.V., one of the leading
broadband communications companies in Europe, announces its
operating and financial results for the three months ended
September 30, 2002.

Highlights

Quarter 3, 2002 versus Quarter 3, 2001

* Triple play1 revenues from continued operations grew 11% for Q3
2002, to EUR 303m from EUR 271m for the third quarter 2001
* Total consolidated revenues from continued operations grew 15%
to EUR 337m from EUR 293m for the third quarter 2001
* Average revenue per revenue generating unit (RGUs)2 per month
("ARPU")3 increased by 6% during Q3 2002 to EUR 13.03 from EUR
12.29 for the third quarter 2001
* New Services4 RGUs increased by 25% to 1,216,000 during Q3 2002
from 971,000 for the third quarter 2001
* UPC consolidated Adjusted EBITDA5 improved EUR 115m to positive
EUR 78m during Q3 2002 compared from negative EUR (37)m for the
third quarter 2001
* UPC consolidated Adjusted EBITDA margin improved to positive
23% for the third quarter 2002 from negative (11)% for the third
quarter 2001

Management Comments

Commenting on UPC's results, John F. Riordan, President and CEO
of UPC, said:

"Over the last twelve month we have outlined three key tasks for
the company. Firstly, to review and reset the balance sheet and
capital structure. Secondly, to drive operational efficiencies to
bring cost savings across Europe, including the deleveraging of
our working capital. And thirdly, to review the company's
strategy, to ensure all customers generate positive net present
value, optimizing near-term Adjusted EBITDA and cashflow
generation while delivering long-term capital returns.

1. Restructuring Update

We were pleased to announce on September 30, 2002, that our
parent company UnitedGlobalCom (UGC) and the Bondholder Committee
had reached a binding agreement to restructure UPC's balance
sheet, to financially delever the company at the holding company
level and to secure its future. This was a further important step
in the process we started in February 2002 and one which will
give UPC a firm financial structure upon which to base its
growth. For our operating subsidiaries it continues to be
business as usual.

2. Continued Operational Efficiencies

The resetting of our cost base has been largely completed and
resulted in a significant reduction in operating expenses over
the last twelve months. Our business has benefited from these
ongoing cost controls with an Adjusted EBITDA improvement of EUR
115m in the third quarter 2002 from our performance one year ago.

In line with previous guidance, Priority Telecom reported its
first quarter of positive Adjusted EBITDA in Q3 2002, generating
EUR 0.5m in the third quarter 2002 from a negative EUR (32)m Q3
2001.

UPC Media also reported its first quarter of positive Adjusted
EBITDA during the third quarter 2002, improving to EUR 0.4m in
from negative EUR (26)m in Q3 2001.

UPC has also reset the operating leverage in the balance sheet to
match our revised strategy. Our current operating liabilities
have been reduced by over 335 million, in part funded by improved
current asset management.

3. NPV Positive Strategy

The ongoing growth in our Adjusted EBITDA has enabled UPC to
cover both its operating expenses and capital expenditures in the
third quarter 2002. These results highlight the progress UPC is
making toward becoming free cash flow positive.

A key part of this has been the progress made in improving the
efficiency of our capital spend and the focus on selling Net
Present Value (NPV) positive products and services. Capital
expenditure has reduced significantly during the third quarter
2002 to EUR 54m, (including a EUR 32m reduction in inventory)
from EUR 264m for third quarter 2001. This reduction in capital
spend reflects both the truly variable nature of UPC's capital
requirements and the company's focused investment in new build
and upgrade, ensuring this investment generates an NPV positive
return.

Having made good progress on the three key tasks outlined above,
we are now focused on the next phase of our development. Over the
coming twelve months, we will be targeting prudent revenue growth
whilst maintaining our strategy of adding profitable subscribers
and driving continued growth in Adjusted EBITDA.

Quarterly Update

In the three months ended September 30, 2002, revenues from
continued operations grew 15% compared to the third quarter of
2001. Adjusting for the merger of our Polish and the
deconsolidation of our German businesses, UPC has added 305,000
residential RGUs over the last twelve months. Despite the
restructuring and the impact of the summer season on subscriber
growth, we added 29,000 residential RGUs in the three months
ended September 30, 2002. Subscriber growth has been impacted in
some countries by our financial restructuring, however the fourth
quarter is a seasonally strong quarter and as at November 8, 2002
we have added a further 34,000 residential RGUs.

We recognise that customers are our greatest asset and improving
the service we offer to our customers continues to top our list
of priorities. We have invested significantly in our information
technology systems and our Derby platform to improve interaction
with our customers and we are confident that the benefits of this
investment will be increasingly seen through the improvement in
the quality of our customer relationships.

Our strong operational results are achieved through the
exceptional performance of UPC employees, who are working
together to drive our business forward. We would like to thank
them for the dedication they continue to demonstrate in achieving
our operational goals."

Group Financial Review

UPC's core operations are split into three principal divisions as
follows:
1. UPC Distribution - local operating systems providing video,
telephone and internet services for residential customers (Triple
Play).
2. UPC Media - broadband internet and interactive digital
products and services, transactional television services such as
pay-per-view movies, digital broadcast and post-production
services and thematic channels for distribution on UPC's network,
third party networks and DTH platforms.
3. Priority Telecom - provides network solutions to the business
customer.

Quarter 3, 2002 compared with Quarter 2, 2002 Update

Total consolidated revenues decreased 5% to EUR 341m in the third
quarter 2002 compared with EUR 359m in the second quarter 2002.
This reduction in revenues has been caused by the deconsolidation
of our German cable business on August 1, 2002, the seasonal
impact of the summer months, and the effect of marketing
campaigns in the third quarter 2002, which ran in Western Europe
and involved the waiving of installation fees for new service
subscribers.

Despite this decline in total consolidated revenues, total
consolidated EBITDA increased 16% to EUR 78m in Q3 2002 compared
with EUR 67m in Q2 2002.

Revenue

Triple Play Distribution revenues in prior quarters have been
analysed in the table above to show the impact of the
deconsolidation of the German entity, EWT during the third
quarter 2002. UPC's consolidated revenue from continued
operations (excluding EWT) in the three months ending September
30, 2002 was EUR 337m, an increase of 15% from EUR 293m in Q3
2001. UPC Triple Play Distribution revenue from continued
operations increased 11% to EUR 303m in Q3 2002, compared to EUR
271m in Q3 2001.

DTH revenues in prior quarters have been analysed in the table
above to show the impact of deconsolidating the Polish DTH
business in Q4 2001. DTH revenues outside of Poland were EUR
7.2m, in Q3 2002, an 8% increase compared to EUR 6.6m in Q3 2001.
UPC Distribution no longer reports revenues associated with
programming due to the closure of its Central European sports
channels.

Continued operations at Priority Telecom before intercompany
eliminations generated a revenue increase of 34% to EUR 29m in Q3
2002 compared to EUR 22m in Q3 2001. Revenues in prior quarters
have been analysed in the table above to show the impact of the
discontinuation of international wholesale operations and a
change in the recognition of interconnect.

Continued operations at UPC Media generated a revenue increase of
44% to EUR 18m in Q3 2002 compared to EUR 12m in Q3 2001.
Revenues in prior quarters have been analysed in the table above
to show the impact of the closure of four UPC owned thematic
television channels (Sport 1, Film 1, Innergy and Expo 24x7) and
a reduction in intercompany revenue allocations between UPC
Distribution and chello, from 40% to 20% for the franchise fees
relating to internet access revenues.

Adjusted EBITDA

UPC consolidated Adjusted EBITDA continued to grow strongly
during the third quarter of 2002, to a positive EUR 78m, a EUR
115m improvement from the negative EUR (37)m generated during the
third quarter of 2001, as a result of continued cost control
measures and the growing maturity of our business.

UPC Distribution no longer reports Adjusted EBITDA associated
with programming due to the closure of its Central European
sports channels. Our Central European DTH business remained close
to Adjusted EBITDA breakeven during the third quarter of 2002.

In line with previous guidance, Priority Telecom reported its
first quarter of positive EBITDA in Q3 2002, generating EUR 0.5m
in the third quarter 2002 from a negative EUR (32)m in Q3 2001.
The growth in EBITDA follows the closure of international
operations and implementation of robust cost controls.

UPC Media also reported its first quarter of positive Adjusted
EBITDA during the third quarter 2002, improving to EUR 0.4m from
negative EUR (26)m in Q3 2001 due to the continued focus on
profitable business lines, revenue growth and cost improvements.

Consolidated Operating Statistics

UPC continues to drive ARPU growth per basic cable subscriber and
has now reached EUR 19.71 in Western Europe from 17.67 in Q3,
2001, a 12% increase in the period. In Eastern Europe ARPU per
basic cable subscriber has increased to EUR 8.36 in Q3, 2002 from
EUR 7.86 in Q3, 2001, an increase of 6% in the period. Across all
properties, ARPU per RGU increased during the twelve months to
September 30, 2002 by 6% to EUR 13.03 per RGU from 12.29 in Q3,
2001.

Net Results

As expected, and as highlighted last quarter, UPC generated a net
loss during the three months ended September 30, 2002 of EUR
(364)m, compared with a net loss of EUR (858)m for the third
quarter, 2001. The net loss for the third quarter of 2002
includes non-cash charges of EUR (190)m for depreciation and
amortisation, EUR (20)m in foreign exchange losses and other
income/expense and EUR (83)m in non-cash interest charges.

Capital Expenditures

Consolidated capital expenditures decreased to EUR 54m,
(including a EUR 32m reduction in inventory) for the third
quarter of 2002, from EUR 264m for the third quarter 2001. This
reduction in capex spend reflects both the variable nature of
UPC's capital expenditure requirements and the company's focused
investment in new build and upgrade, ensuring this investment
generates an NPV positive return.

Outlook and Other Matters

As highlighted above, the focus for 2002 has been cashflow
generation rather than driving revenue growth and subscribers.
For the next capital efficient phase of our development we will
continue to drive increases in Adjusted EBITDA and target prudent
revenue growth, maintaining our strategy of adding NPV positive
subscribers.

Original forecasts for the full year 2002 were disclosed within a
Form 8K filing made with the SEC on September 30, 2002, in
accordance with the provisions of the restructuring agreement
signed by the bondholder committee. These forecasts reflect year-
end targets first shared with the restricted bondholder committee
members in early 2002. We remain on track to meet the important
2002 Adjusted EBITDA target of EUR 278m. Capital expenditures are
forecast to be 50m lower than the EUR 385m forecast at the start
of 2002.

Subscriber and revenue growth have been impacted in some
countries during 2002 by our financial restructuring. As at
November 8, 2002 UPC's subscriber base had grown to 7,972,000 an
increase of 34,000 during the first half of the fourth quarter.
For the fourth quarter 2002 we anticipate revenue growth from
continued operations of 1 - 3% over Q3 2002.

We highlight that the net debt forecast in the September 30 Form
8K filing of EUR 3.5 billion at year-end 2002 assumed the
completion of the company's balance sheet restructuring before
the end of 2002. The restructuring process is currently forecast
to complete by the end of the first quarter 2003 and therefore
the year-end net debt amount will include the UPC NV bonds and
Exchangeable Note. Proforma for the restructuring UPC had net
debt of EUR 3.2 billion at Q3 2002.

To see UPC's Full Release:
http://bankrupt.com/misc/UPC.pdf


VERSATEL: Announces Third-Quarter Results
-----------------------------------------
Financial and Operational Highlights:

- Third quarter 2002 gross billings increased 14 percent to E 81
million from 3Q01 gross billings of E 71 million and 5 percent
from 2Q02 gross billings of E 77 million.

- Third quarter 2002 revenues increased 12 percent to E 73
million from 3Q01 revenues of E 65 million and increased 4
percent from 2Q02 revenues of E 70 million.

- On-net revenues for 3Q02 increased by E 11 million to E 51
million from 3Q01 on-net revenues of E 40 million and increased
by E 4 million compared to E 47 million in 2Q02.

- Gross margin as a percentage of gross billings for 3Q02 was 47
percent compared to 38 percent in 3Q01 and 47 percent in 2Q02.

- Adjusted EBITDA was positive E 6 million in 3Q02 compared to
negative E 12 million in 3Q01 and positive E 2 million in 2Q02.

- Versatel's cash balance at the end of Q302 increased by
approximately E 2 million compared to its cash balance at the end
of 2Q02.

- Total business customers were 75,000 at 3Q02 due to an
adjustment of approximately 9,000 Vuurwerk customers from a
cleaning of the Domain name registration database, compared to
72,000 at 3Q01 and 81,000 at 2Q02.

- Added a total of 7,191 DSL and ISDN business and residential
lines during 3Q02 for a total of 84,674.

- Announced several significant recent customer wins, including
FloraHolland, Railion Benelux BV and Bristol/Van Woensel.

Other:

- On September 6, 2002, the U.S. Bankruptcy Court of the Southern
District of New York confirmed the Company's Chapter 11 Plan of
Reorganization to exchange approximately E 1.7 billion in
Versatel's bonds for approximately E 343 million in cash and 80%
of Versatel's equity.

- On September 18, 2002, the Court of Amsterdam ratified the Plan
of Composition of Versatel, also known as the Akkoord as part of
the Dutch suspension of payments proceeding.

- On October 9, 2002, Versatel paid approximately E 343 million
in cash and issued approximately 365.4 million new ordinary
shares to the bondholders to complete its financial
restructuring.

- On October 10, 2002, Euronext Amsterdam announced that Versatel
was removed from the "strafbankje" or penalty bench.

- On October 31, 2002, Versatel had approximately E 189 million
in cash on its balance sheet.

- On November 6, 2002, shareholders appointed Mr. Joop G.
Drechsel, Mr. Jan IJ. van Duyn, Mr. Fr,d,ric Gastaldo and Mr.
Nathaniel Meyohas as new members of Versatel's Supervisory Board.

- On November 6, 2002, shareholders approved the appointment of
Ernst & Young as Versatel's independent auditor.
Amsterdam, November 14, 2002 - Versatel Telecom International
N.V., today reported third quarter 2002 financial and operating
results.

For the three months ended September 30, 2002 gross billings were
E 80.5 million, up 14.0 percent compared to gross billings of E
70.7 million in 3Q01 and up 4.7 percent compared with second
quarter 2002 gross billings of E 76.9 million. For more
information on gross billings, please see the definition at the
end of this press release.

Revenues for the third quarter 2002 were E 73.1 million, up 12.3
percent compared to revenues of E 65.0 million in 3Q01 and up 3.7
percent compared to revenues of E 70.4 million in 2Q02. For the
third quarter of 2002, on-net revenues were E 51.0 million
compared to E 39.6 million in the third quarter of 2001 and E
47.0 million in the second quarter of 2002. This growth continues
to reflect the increased provisioning of on-net customers.

Versatel's gross margin as a percentage of gross billings in the
third quarter of 2002 was 47.1 percent compared to 38.2 percent
in 3Q01 and 46.5 percent in 2Q02. The increase in gross margin
was primarily due to the increased focus on higher margin on-net
customers, improved variable and fixed cost margins and the
continued migration of off-net customers to our on-net service
offerings.

Versatel's Chief Executive Officer, Raj Raithatha commented,
"Given the continued turmoil in the telecommunications industry,
I am happy to announce continued sequential growth in revenues
and margins at Versatel. Although we were in a suspension of
payments procedure during the quarter, we were successful in
signing up new customers and providing additional services and
value to our existing customers. I believe this trend
demonstrates the fundamental value of our local access products
and services to our customers and highlights the strengths of our
on-net strategy."

Selling, general and administrative expenses before non-cash
stock based compensation (SG&A) for the third quarter of 2002
were E 31.8 million or 39.4 percent of gross billings compared to
E 39.3 million or 55.6 percent of gross billings in 3Q01 and E
33.9 million or 44.1 percent of gross billings in 2Q02.

For the three months ended September 30, 2002, Versatel's
adjusted earnings before interest, tax, depreciation and
amortization, stock based compensation, tax penalties, claim
settlements, restructuring expenses, and reorganization costs
(adjusted EBITDA) was positive E 6.1 million compared to negative
E 12.3 million in 3Q01 and positive E 1.9 million in 2Q02.

During the third quarter 2002, Versatel recognized a non-cash
stock based compensation charge of E 1.0 million related to the
amortization of deferred compensation. Additionally, Versatel
recognized a one time net gain of E 8.5 million relating to a
claim settlement with KPN.

Upon entering bankruptcy proceedings, Versatel was subject to
United States Generally Accepted Accounting Principles (US GAAP)
Statement of Position (SOP 90-7), "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code," and
recognized reorganization costs of E 121.5 million related to its
recently completed financial restructuring. These reorganization
costs include, among others, a E 30.3 million non-cash write-down
of capitalized finance costs, a E 67.4 million non-cash charge
related to the valuation adjustment to increase the value of the
debt carried on our books to the allowed claim amount recognized
by the bankruptcy court, and E 23.8 million related to
refinancing costs. These reorganization costs are directly
attributable to the U.S. GAAP accounting treatment of the
recently completed financial restructuring and are not related to
the Company's recurring business.

Mark Lazar, Chief Financial Officer of Versatel, commented: "We
are pleased to announce a E 4.0 million sequential improvement in
adjusted EBITDA for the quarter. We continue to experience
operational improvements in all key metrics including revenue,
gross margin, and SG&A which provides us a strong platform for
continued growth now that we have completed our financial
restructuring."

Versatel's net loss in the third quarter 2002 was E 133.1
million, including reorganization costs related to the financial
restructuring of E 121.5 million, compared to a loss of E 34.4
million in 3Q01 and a loss of E 35.5 million in 2Q02.

Versatel's capital expenditures for the third quarter of 2002
were E 13.9 million. Versatel's cash balance at the end of Q302
increased by E 1.9 million compared to its cash balance at the
end of 2Q02. At the end of the third quarter 2002, Versatel's
cash, cash equivalents and marketable securities on its balance
sheet was E 527.1 million.

As a result of the completion of the financial restructuring, on
October 9, 2002, Versatel paid approximately E 343 million in
cash and issued approximately 365.4 million new ordinary shares
to the bondholders. As of October 31, 2002, Versatel had
approximately ? 188.8 million in cash, cash equivalents and
marketable securities on its balance sheet.

Mr. Lazar commented, "For the first time in our history, without
a cash inflow from external financing, Versatel's cash balance
increased during the third quarter 2002 by E 1.9 million. While
we do not expect to turn a positive free cash flow on a recurring
basis until the beginning of 2004, this represents a strong
achievement for our credit and collections effort and the
continued decrease of our negative working capital position
through both regulatory and general liability settlements."

Other

On September 6, 2002, the U.S. Bankruptcy Court of the Southern
District of New York confirmed the Company's Chapter 11 Plan of
Reorganization to exchange approximately E 1.7 billion in
Versatel's bonds for approximately E 343 million in cash and
approximately 80% of Versatel's equity. On September 18, 2002,
the Court of Amsterdam ratified the Plan of Composition of
Versatel, also known as the Akkoord as part of the Dutch
suspension of payments proceeding. Versatel distributed this cash
and equity to the bondholders on October 9, 2002.

Mr Raithatha commented, "I am pleased to have successfully
completed the financial restructuring. I would like to thank our
employees, suppliers, customers and investors for the support
they have provided during this period. While a financial
restructuring is never something to celebrate, I believe we are a
stronger and more flexible company for having completed the
process and we can return our full attention to the improvement
of the business."

The term sheet that Versatel entered into with GE Structured
Finance in June 2002 for a E 150 million credit facility has
expired and Versatel is currently discussing a modification of
this facility to meet the current and future objectives of the
Company. Versatel's financial and operating position has improved
dramatically since it entered into the term sheet thereby
necessitating additional flexibility for growth. In contrast to
its previous belief that it had a funding gap of less than E 50
million, Versatel now believes that its organic business plan is
fully funded without the need for third party financing. This
change in position has been driven by a higher than expected cash
balance, improved working capital position and accelerated
operational improvements in both adjusted EBITDA and capital
expenditures compared to previous guidance. Versatel also
benefited from the appreciation of the Euro versus the U.S.
Dollar which resulted in a lower than expected Euro cash payment
in the financial restructuring. That said, Versatel believes a
facility would provide it with added flexibility to take
advantage of additional growth opportunities in its core markets.
Versatel believes GE Structured Finance is a preferred provider
for this facility, but it can give no assurances that discussions
on a new term sheet will be successful.

Mr. Lazar commented, "With the completion of the financial
restructuring, Versatel is in a unique position for a telecoms
company with no debt on its balance sheet and a fully funded
business plan. Third party funding is no longer a requirement for
our organic business plan, but we believe there are strong growth
opportunities in the market and would therefore like the
flexibility of a standby credit facility."

On October 10, 2002, Euronext Amsterdam announced that Versatel
had been removed from the "strafbankje" or penalty bench as a
result of the completion of Versatel's financial restructuring
and its return to a significant positive equity position.

Recently, Versatel signed numerous large contracts with well-
respected customers such as FloraHolland, Railion Benelux BV and
Bristol/Van Woensel to provide voice, data and Internet products
over such telecommunications solutions as IP-VPN, Lan-
Interconnect, and co-location services.

On November 6, 2002, at Versatel's Extraordinary Meeting of
Shareholders, the shareholders appointed 4 new Supervisory Board
members, Mr. Joop G. Drechsel, Mr. Jan IJ. van Duyn, Mr. Fr,d,ric
Gastaldo and Mr. Nathaniel Meyohas. Mr. Leo van Doorne, Mr. J"rg
Mohaupt, and Mr. Sander van Brummelen will remain on the
Supervisory Board. Former Chairman, and CEO Mr. Gary Mesch, Mr.
Hans Wackwitz and Mr. James Meadows resigned from the Supervisory
Board.

Accounting Developments

Versatel is currently reconsidering the continued use of U.S.
GAAP for reporting purposes given the costs and complexities
involved with using accounting and reporting principles that are
different from its statutory reporting requirements. Versatel
currently is required to file statutory accounts under Dutch
GAAP, which implies increased costs and additional work in order
to report under U.S. GAAP. Therefore, Versatel is considering
changing its reported financials to Dutch GAAP, but no formal
decision or investigation has yet been completed. To date, there
have been no material differences between its Dutch GAAP and U.S.
GAAP accounts.

Currently, all financial data is prepared in accordance with U.S.
GAAP.
Accordingly, under U.S. GAAP, Versatel was subject to the
provisions of SOP 90-7 upon commencement of the bankruptcy
proceedings. Additionally, in accordance with SOP 90-7, Versatel
will implement fresh start accounting in which the reorganization
fair value of Versatel will be allocated to its assets and
liabilities using purchase price accounting and its accumulated
deficit will be eliminated. Versatel is still evaluating the
impact but anticipates that the adoption of SOP 90-7 and fresh
start accounting will have a material effect on its financial
statements. As a result, financial statements published for
periods following the effectiveness of the financial
restructuring will not be comparable to those published before
the effectiveness of the financial restructuring.

Additionally, according to new guidance given by the SEC in
August 2002, telecommunications providers, including Versatel,
may be required to restate past financial statements and treat
certain non-monetary transactions as if they were swaps of
productive use assets, regardless of the previous U.S. GAAP
treatment. We are currently evaluating the accounting treatment
and accordingly no adjustments have been made at this time.

As previously disclosed, Versatel entered into non-monetary
transactions in 2001 with unaffiliated third parties whereby it
sold assets held for sale in exchange for international
transmission capacity for use in the operation of its network. In
2001, these non-monetary transactions resulted in the recognition
of approximately E 23.0 million in revenue and a gain of E 18.7
million.

If Versatel were to restate its 2001 financial statements and
treat certain non-monetary transactions as if they were a swap of
productive use assets, it would reduce 2001 revenues by E 23.0
million and increase 2001 net losses by E 18.7 million. At this
time, the SEC has not engaged in any formal rulemaking on this
point and there can be no assurance that it will do so or that
any such rulemaking will apply to the foregoing transactions.
These transactions are disclosed in footnote 19 of the Company's
2001 annual report on Form 20-F.

The recent SEC guidance does not impact any non-monetary
transactions entered into by Versatel during 2002 and none of its
operations and financial projections will be materially impacted
by any revised accounting treatment of non-monetary transactions.

Gross Billings

The activities of Versatel's subsidiary, Komtel, include certain
premium dial-in services. For these services, Versatel collects
per minute fees from Deutsche Telekom and then passes a portion
of these fees on to a local content provider. As of April 1,
2001, Versatel reports these fees on a net basis, whereby
reported revenues only include that portion of the fees from
Deutsche Telekom that are not passed on to a local content
provider. Until March 31, 2001, Versatel accounted for these
services on a gross basis and recognized as revenue all fee
amounts received because Versatel determined that it was not
materially different than if reported on a net basis and there
was no impact on operating loss, loss before income taxes and net
loss (after taxes).

We believe gross billings are an important indicator of the
volume of these premium dial-in services and assist comparability
to prior periods. Accordingly, this earnings release discusses
the level of gross billings for all periods presented and the
costs relating to gross billings, which includes the costs passed
on to local content providers. References herein to gross
billings include all our revenues, plus fee amounts passed on to
local content providers for the premium dial-in services offered
by Komtel.


===========
P O L A N D
===========


ELEKTRIM SA: Announces Discontinuance of Proceeding
---------------------------------------------------
The Management Board of Elektrim S.A. announces that on 14
November 2002 it received the decision of the Warsaw Regional
Court in Warsaw, XX Commercial Division, dated 31 October 2002 on
the discontinuance of proceeding commenced by J. Walter Thompson
Parintex Sp. z o.o. against Elektrim S.A.  During the proceeding
J. Walter Thompson Parintex Sp. z o.o. withdrew its request for
the declaration of bankruptcy of Elektrim S.A.


SZEPTEL: Creditor Files Bankruptcy Motion, Demands Payment
----------------------------------------------------------
Szeptel's creditor and shareholder, Bank Pekao SA, filed a
bankruptcy petition for the Lomza-based telecoms company, while
demanding a repayment of PLN14 million before the end of the
year.

Szeptel had made significant investments and competed with major
companies on the IT market before it stumbled on a takeover
venture in October of last year.

The telecoms company tried to take over Telbank but was
unsuccessful.  It also failed to sell its over 25% stake to TDC
Internet.

According to Warsaw Business Journal, company authorities
questioned the bankruptcy filing, dismissing it as illogical.

Szeptel claims assets worth PLN130 million and debts of PLN36
million. This year, the company is found to have a PLN17-million
loss on the previous year.

Puls Biznesu said the petition may be a means of lowering
Szeptel's value.  The report quoted an analyst saying interested
parties may want to take it over cheaply.


=====================
S W I T Z E R L A N D
=====================


CREDIT SUISSE: Group Reports Net Loss of CHF 2.1 billion
--------------------------------------------------------
Significant Insurance Losses Impact Results by CHF 1.4 Billion -
Insurance Results Expected to Recover in Fourth Quarter 2002

Legacy Costs and Credit Provisions at CSFB, Exceptional Items in
Private Banking and Lower Revenues due to Current Market
Conditions Partially Offset by Further Cost Reductions

Board of Directors Appoints Leonhard Fischer - Former Member of
the Boards of Management of Allianz AG and Dresdner Bank AG - New
Chief Executive Officer of Winterthur Group

In the third quarter of 2002, Credit Suisse Group recorded a net
operating loss, which excludes the amortization of acquired
intangible assets and goodwill as well as exceptional items, of
CHF 1.8 billion. This compared with a net operating loss of CHF
285 million in the second quarter of 2002 and a net operating
profit of CHF 21 million in the third quarter of 2001. The
Group's net loss for the third quarter of 2002 amounted to CHF
2.1 billion, versus a net loss of CHF 579 million in the second
quarter of 2002 and a net loss of CHF 299 million in the third
quarter of 2001.

Credit Suisse Group's third quarter 2002 result is largely
attributable to further significant net operating losses in the
insurance units due to low investment income, which negatively
impacted the Group's performance by CHF 1.4 billion. Other
factors contributing to the Group's result included a net
operating loss of CHF 426 million at Credit Suisse First Boston
due to legacy costs, higher credit provisions and reduced
revenues due to poor market conditions. Private Banking posted a
lower net operating profit before exceptional items and minority
interests of CHF 303 million, and Swiss Corporate & Retail
Banking continued to perform well with a net operating profit
before minority interests of CHF 102 million. The Group recorded
an additional write-down of CHF 206 million on its investment in
Swiss Life. Credit Suisse Group's net loss includes exceptional
items of CHF 119 million recognized in connection with the
realignment of the European Private Banking offering.

For the first nine months of 2002, the Group recorded a net
operating loss, which excludes the amortization of acquired
intangible assets and goodwill as well as exceptional items, of
CHF 1.4 billion and a net loss of CHF 2.4 billion, versus a net
operating profit of CHF 3.4 billion and a net profit of CHF 2.4
billion for the first nine months of 2001.

In September 2002, Oswald J. Grbel, Chief Executive Officer of
Credit Suisse Financial Services, and John J. Mack, Chief
Executive Officer of Credit Suisse First Boston, were appointed
Co-CEOs of the Group, in addition to their current roles leading
their respective business units. They are moving ahead with an
accelerated agenda of measures in an effort to restore the
Group's earnings strength in the coming quarters.

Oswald J. Grbel stated, "I am very pleased that the Board of
Directors has appointed Leonhard Fischer the new Chief Executive
Officer of Winterthur Group. Leonhard Fischer is a former Member
of the Boards of Management of Allianz AG and of Dresdner Bank
AG, where he was Head of the Corporate Client business and
Investment Banking. Under his leadership, we will continue
realigning Winterthur's strategy, premium structure, cost base
and investment policy so that it will again be profitable in an
environment where investment income will remain at a much lower
level than in previous years."

He added, "To further strengthen our Private Banking franchise,
we have begun realigning our European offering to substantially
reduce costs, and we will continue to concentrate on enhancing
client solutions and innovation."

John J. Mack said, "Credit Suisse First Boston's revenues
declined across all businesses due to challenging conditions in
the third quarter, but our core businesses remain strong, as
demonstrated by our ability to maintain or improve market share
and rankings in key areas. We will continue aggressively adapting
our cost structure to the current environment and have launched
an initiative to save another USD 500 million, in addition to the
USD 2.4 billion achieved already."

He continued, "Additional measures to improve our financial
performance include the disposal of legacy asset portfolios
associated with non-continuing businesses, as well as the
contractual run-off of remaining incentive compensation
guarantees and retention awards related to the acquisition of
DLJ. The implementation of these measures should enable Credit
Suisse First Boston to achieve a return to profitability in
2003."

John J. Mack and Oswald J. Grbel concluded, "Credit Suisse
Group's third quarter results were clearly unsatisfactory. While
the Group's core businesses remain strong, our financial
performance must improve. We are working together closely to
enhance our bottom line, restore profitability in 2003 and build
long-term value for the Group's shareholders, clients and
employees."


Capital Base Remains Adequate

As of September 30, 2002, the Group's consolidated BIS tier 1
ratio stood at 9.0%, versus 9.2% at the end of the second
quarter. The capital ratios for the Group's individual businesses
are well within the target ranges set by the Group and in line
with industry peers: the BIS tier 1 ratio for the Group's banking
business stood at 9.4%, up from 9.3% at the end of the second
quarter. The BIS tier 1 ratios for the operating entities Credit
Suisse and Credit Suisse First Boston remained strong at 7.0% and
11.9%, respectively, compared with 7.4% and 12.6%, respectively,
in the second quarter of 2002. Winterthur's solvency margin,
calculated in line with the EU directive, stood at 155%, up from
123% at the end of the second quarter.

As the Group expects to report a loss for the full-year 2002, it
is lowering dividend estimates to CHF 0.10 per share. The Board
of Directors will submit the dividend proposal to the Annual
General Meeting of Shareholders on April 25, 2003, based on the
2002 consolidated results.

Throughout the year, Credit Suisse Group has demonstrated its
ability to maintain adequate capital resources to support its
businesses. Going forward, additional measures to strengthen the
Group's capital base, if appropriate opportunities arise, could
include a capital-qualifying financing, including equity-linked
debt instruments, balance sheet securitizations and potential
divestitures of non-core businesses. The likelihood as well as
the amount and timing of such measures will depend on the market
environment.


Net New Assets Affected by Weak Market Conditions

Credit Suisse Financial Services reported net new assets of CHF
1.5 billion in the third quarter of 2002, which included net new
assets of CHF 3.4 billion in Private Banking and CHF 0.4 billion
in Life & Pensions. These were largely offset, however, by CHF
2.3 billion in net outflows from Corporate & Retail Banking, due
primarily to seasonality in the account balances of corporate
clients. Credit Suisse First Boston reported net asset outflows
of CHF 15.2 billion, of which CHF 12.2 billion was attributable
to its Institutional Asset Management business and was caused by
foreign exchange impacts and performance issues, primarily from a
single fixed income product. A CHF 3.0 billion outflow from the
Investment Banking segment due to the divestiture of the global
opportunities fund also contributed to Credit Suisse First
Boston's results. For Credit Suisse Group, an overall net asset
outflow of CHF 13.7 billion resulted in the third quarter, versus
an inflow of CHF 4.2 billion in net new assets in the second
quarter. For the first nine months of 2002, the Group reported
net new assets of CHF 4.0 billion, compared with CHF 49.0 billion
for the first nine months of 2001. The Group's total assets under
management stood at CHF 1,221.8 billion as of September 30, 2002,
corresponding to a decline of 5.5% versus June 30, 2002.


Business Unit Results

The Credit Suisse Financial Services business unit reported a net
operating loss, which excludes the amortization of acquired
intangible assets and goodwill as well as exceptional items, of
CHF 1.0 billion in the third quarter of 2002. This compared with
a net operating loss of CHF 271 million in the second quarter of
2002 and a net operating profit of CHF 738 million in the third
quarter of 2001. The decline of CHF 1.8 billion versus the third
quarter of 2001 is primarily attributable to much lower
investment income from the insurance units as a result of the
income statement recognition of lower equity valuations and the
realization of losses when reducing the equity exposure of the
investment portfolio. The business unit's net loss of CHF 1.2
billion in the third quarter of 2002 includes exceptional items
of CHF 119 million recognized in connection with the realignment
of the European Private Banking offering.

The Private Banking segment reported a net operating profit
before exceptional items and minority interests of CHF 303
million in the third quarter of 2002, down 38% versus the second
quarter of 2002. Operating income fell 16% versus the second
quarter due to seasonal weakness, investor passivity and
significantly lower revenues from the sale of structured
products. Operating expenses fell 8% quarter-on-quarter due to
reduced bonus accruals reflecting the lower results, as well as
the implementation of cost reduction measures and the realization
of synergies. Going forward, Private Banking expects good growth,
particularly from Asia, the Middle East and Latin America.

The Corporate & Retail Banking segment posted a net operating
profit before minority interests of CHF 102 million in the third
quarter of 2002, up 7% on the second quarter of 2002 and up 29%
on the third quarter of 2001. The growth in net operating profit
versus the second quarter of 2002 is primarily attributable to a
7% decrease in operating expenses. Operating income declined 2%
quarter-on-quarter. The operating cost/income ratio stood at
67.6% in the third quarter of 2002, compared with 69.8% in the
second quarter of 2002. The return on average allocated capital
increased to 10.5%, from 9.5% in the second quarter of 2002.
Credit Suisse will, in the future, focus its online banking
services in Switzerland on "Direct Net", and will further expand
this platform. The online brokerage "youtrade" will be
discontinued as of January 31, 2003, due to the significant
decline in trading volumes and revenues.

The Life & Pensions segment reported a net operating loss before
minority interests of CHF 1.5 billion in the first nine months of
the year, versus a net operating profit before minority interests
of CHF 500 million in the first nine months of 2001. This result
reflects a CHF 3.0 billion decline in investment income compared
with the first nine months of 2001. Life & Pensions recorded an
increase in gross premiums written of 18% in the first nine
months of 2002 versus the first nine months of 2001. Adjusted for
acquisitions and divestitures, premiums rose 17% on a local
currency basis. The expense ratio for the first nine months of
2002 stood at 9.3%, excluding write-downs of deferred acquisition
costs of CHF 235 million, which were recognized as a result of
lower long-term investment return expectations. After taking
account of these write-downs, the expense ratio stood at 10.9% in
the first nine months of 2002 and was thus still below the
expense ratio of 11.5% in the first nine months of 2001,
reflecting cost management efforts.

Due to lower investment income, the Insurance segment reported a
net operating loss before minority interests of CHF 998 million
in the first nine months of 2002, compared with a net operating
profit before minority interests of CHF 500 million in the first
nine months of 2001. Net premiums earned increased by 4% in the
first nine months of 2002, compared with the first nine months of
2001, to CHF 11.7 billion. Adjusted for acquisitions and
divestitures, the segment reported growth of approximately 8% on
a local currency basis. The combined ratio improved by 2.9
percentage points against the first nine months of 2001, to
103.5% in the first nine months of 2002.

Both insurance units further reduced the equity exposure of their
investment portfolios in the third quarter of 2002, in an effort
to mitigate the impact of equity market volatility on their
capital.

The Credit Suisse First Boston business unit reported a net
operating loss, which excludes the amortization of acquired
intangible assets and goodwill, of USD 255 million (CHF 426
million) in the third quarter of 2002, compared with a net
operating profit of USD 229 million (CHF 371 million) in the
second quarter of 2002 and a net operating loss of USD 103
million (CHF 170 million) in the third quarter of 2001. A net
loss of USD 425 million (CHF 679 million) was recorded in the
third quarter of 2002, compared with a net profit of USD 61
million (CHF 101 million) in the preceding quarter and a net loss
of USD 281 million (CHF 472 million) in the third quarter of
2001. The decline in results versus the second quarter of 2002
was mainly attributable to lower operating income, which was down
24% on the second quarter to USD 2.6 billion (CHF 3.9 billion),
and to higher provisions and charges associated with commercial
lending and legacy items, including losses for non-continuing
real estate, distressed assets and private equity. The third
quarter of 2002 also included a USD 65 million (CHF 104 million)
provision related to excess office facilities. As a result of
cost reduction measures, third quarter 2002 operating expenses
fell 18% versus the second quarter of 2002 and 29% versus the
third quarter of 2001 to USD 2.2 billion (CHF 3.2 billion). In
the first nine months of 2002, Credit Suisse First Boston has
reduced expenses by USD 2.4 billion or 25% (CHF 4.8 billion or
29%) versus the first nine months of 2001, and it has launched an
initiative in October 2002 with a view to achieving an additional
USD 500 million (approximately CHF 770 million) in savings.

The Investment Banking segment reported third quarter 2002
operating income of USD 2.1 billion (CHF 3.1 billion), down 27%
compared with the second quarter of 2002, reflecting declines in
all divisions, and down 27% on the third quarter of 2001. As a
result of cost reduction measures, third quarter 2002 operating
expenses were USD 1.8 billion (CHF 2.6 billion), down 21%
compared with the second quarter of 2002 and down 33% compared
with the third quarter of 2001.

The CSFB Financial Services segment reported operating income of
USD 501 million (CHF 742 million) for the third quarter of 2002,
reflecting a decline of 9% compared with the second quarter of
2002 and of 7% compared with the third quarter of 2001. Operating
expenses were down 11% compared with the third quarter of 2001
due to cost reduction measures and the sale of CSFBdirect and
Autranet reported earlier this year.

Accounting Policy

The Group is considering changing its accounting policy to allow
for capitalization of deferred tax assets on net operating
losses, as well as changing its estimation methodology with
respect to inherent credit losses. The related impacts would be
reflected in the fourth quarter 2002 results.

Outlook - Restored Profitability in 2003

Credit Suisse Group remains cautious in its outlook for its
fourth quarter 2002 results given the continued challenging
market environment. However, the Group anticipates that the
fourth quarter should see a recovery in results at Winterthur, as
the impact of lower equity valuations on the investment portfolio
is expected to be significantly reduced. The Group expects that
the measures being implemented will restore sound profitability
in 2003.
Credit Suisse Group

Credit Suisse Group is a leading global financial services
company headquartered in Zurich. The business unit Credit Suisse
Financial Services provides private clients and small and medium-
sized companies with Private Banking and financial advisory
services, banking products, and Pension and Insurance solutions
from Winterthur. The business unit Credit Suisse First Boston, an
Investment Bank, serves global institutional, corporate,
government and individual clients in its role as a financial
intermediary. Credit Suisse Group's registered shares (CSGN) are
listed in Switzerland and Frankfurt, and in the form of American
Depositary Shares (CSR) in New York. The Group employs around
80,000 staff worldwide. As of September 30, 2002, it reported
assets under management of CHF 1,221.8 billion.

To see Credit Suisse Group's Financial Results:
http://bankrupt.com/misc/CreditSuisse.pdf

CONTACT:  Credit Suisse Group
          Investor Relations Telephone
          Phone: +41 1 333 4570


PACE MICRO: Supplies Carpenters Project With IPTV Solutions
-----------------------------------------------------------
Pace Micro Technology, the world's largest dedicated developer of
digital home gateway technology and a leading supplier of IP-
based gateways, is supplying Newham Local authority in London
with its popular DSL4000 IP-based digital home gateways (set-top
boxes) for the Carpenters Connect project.

Carpenters Connect, a community based interactive TV project on
the Carpenters Estate, launches on Thursday 14th November. Pace's
IP digital TV technology will enable residents on the estate to
access multichannel TV and a wealth of new information and
entertainment services, including Internet, email, local
authority information web-sites, games and video-on-demand.

Carpenters Connect is one of seven projects around the UK, which
form part of the Department for Education and Skills' (DfES)
"Wired-Up Communities" initiative. It is unique, however, in that
it is the only one of the seven that uses interactive TV. The
project is led by Newham Council, with the support of a wide
range of public and private sector partners.

Carpenters Connect provides residents with access to a range of
free entertainment and information services, including internet,
email, estate website and videos as well as unique PC on your TV,
through Pace's DSL4000 home gateway linked to the television in
resident's homes. Pace's innovative IPTV technology will be
installed in homes over the coming weeks and approximately 1,600
residents are expected to participate in the project. At the
project launch, residents will have the opportunity to find out
more and see Pace's DSL4000 demonstrated live.


Another key element of Carpenters Connect is Home 2 Home, the
estate's own TV channel and website, which has been created with
the support of the Media Trust. Home 2 Home Projects include the
documentary film "Meet the Neighbours", which features the
residents of Carpenters Estate and has been made with their
assistance.

Andrew Clifforth, Managing Director for Pace's IPTV Division
commented: " Pace is delighted to have worked with Newham Local
Authority on the Carpenters Connect project. The project is an
example of how Pace can work in partnership with local
authorities to ensure their residents reap the benefits of the
broadband revolution. I look forward to replicating the success
demonstrated at Newham in other regions of the UK."

The Carpenters Connect project has been nominated for the Local
Government Chronicle Awards 2003: "Community Initiative of the
Year."

The Mayor of Newham, Sir Robin Wales, Stephen Timms MP, Minister
of State for e-Commerce and Competitiveness at the Department of
Trade and Industry (DTI) and various partner representatives will
attend the launch of Carpenters Connect.

About the DSL4000

The DSL4000 set-top box features video on demand, broadcast TV
and broadcast PPV (Pay-Per-View)/subscription TV, and an
integrated "TV-friendly" Web browser. A standards-based system,
the DSL4000 connects to any IP network that represents an
Ethernet interface, offering a wide variety of industry standard
video encoder and video server platforms. Other features of the
DSL4000 include video scaling and positioning (picture in Web
page capability); increased control of video functions using
Javascript and RTSP (Real Time Streaming Protocol); and the
ability to minimize network management costs by multicasting
software downloads to any or all set-top-boxes in a deployment.

About Pace Micro Technology plc

Pace Micro Technology plc (LSE: PIC) is a leader in digital
television technology. The Company's primary focus is the
development of innovative home gateway (set-top box) solutions
for operators, broadcasters, telecommunications companies and
retail markets worldwide. In addition, Pace develops edge of
network devices for service providers, in particular digital IP
voice gateways for low-cost integrated voice and data services.

Pace's head office is in Shipley West Yorkshire, with further
offices in Bracknell, Cambridge, the USA, France and Hong Kong.
For further information, please visit Pace's web site at
http://www.pace.co.uk.

CONTACT:  Helen Kettleborough
          Pace Micro Technology
          Phone: +44 1274 538005
          E-mail: helen.kettleborough@pace.co.uk

          Emma Tobin
          Pace Micro Technology
          Phone: +44 1274 538264
          E-mail: emma.tobin@pace.co.uk


===========================
U N I T E D   K I N G D O M
===========================

BALTIMORE TECHNOLOGIES: Enables Secure Mobile Commerce With SFR
---------------------------------------------------------------
SFR enables digital signing and authorisation of credit card
payments for wireless transactions

Baltimore Technologies (London:BLM), a global leader in e-
security, and Atos Origin today announced a strategic agreement
with SFR, the second largest mobile operator in France, to
provide the security technology behind a new national mobile
commerce service. The service enables SFR's mobile subscribers to
digitally sign transactions over their mobile phones, thus
opening up a wide range of new, secure value-added services. The
project is one of the first pilots in France that enables
subscribers to digitally sign mobile transactions and
simultaneously authorise secure credit card payments.

The project's security is architected around Baltimore's wireless
security solution, TelepathyT, a wireless extension of
Baltimore's UniCERTT PKI product. The solution enables digital
certificates and public key cryptography, extensively used to
secure e-commerce on the 'wired Internet', to be integrated
easily and cost effectively into existing mobile phone networks.
UniCERT is used by some of the world's largest organisations as a
mission-critical e-security system. Baltimore Telepathy is
designed for rapid deployment by mobile operators to secure
wireless data services. The solution is designed to support
current GSM and next generation networks, thus future-proofing
the SFR investment.

"We are particularly pleased with our partnership with Baltimore
Technologies," added Christian Huguet, Managing Director of
Services Activities for Atos Origin. "The Baltimore TelepathyT
solution combined with the support of the Baltimore team has been
crucial to meeting the very short deadlines for deploying this
pilot."

"Baltimore continues to be the leading Wireless PKI provider to
mobile operators," said Patrick Jourdas, Senior Vice President
EMEA with Baltimore Technologies plc. "We were first to market in
2001 with a commercial carrier-grade Wireless PKI when it became
obvious that wireless data services would be a key driver of
competitiveness in the mobile sector. We are delighted to be
working on this project with SFR, who share our vision of secure
mobile commerce."

To deliver this project, Baltimore was selected by SFR as part of
a consortium of partners led by Atos Origin, who will integrate
the pilot, provide the gateway and host the platform. The
consortium also includes Gemplus, who will provide the SIM cards
and OTA servers. The pilot programme was launched at Cartes 2002
in Paris and will run over 4 months. Initial mobile commerce
applications will include remote payments, credit top-up,
authentication to loyalty programmes and premium content.

About Atos Origin
Atos Origin is an international information technology service
provider. Atos turns client vision into results through the
application of consulting, systems integration and managed
operations, including outsourcing and on-line services. In August
2002, Atos Origin acquired KPMG Consulting in the U.K. and The
Netherlands, which now trade as Atos KPMG Consulting. The company
generates annual revenues in excess of Euro 3.3 billion and
employs 30,000 staff in 30 countries. The Group's client list
includes major companies such as ABN-Amro, Akzo-Nobel, Alstom,
BNP Paribas, British Petroleum, Euronext, Fiat, ICI, ING, KPN,
Lucent, Philips, Renault, Royal Bank of Scotland, Saudi Aramco,
Shell, UBS-Warburg, Unilever, Vivendi Universal, Vodafone and
Wolters Kluwer. For more information, please visit the company's
web site at http://www.atosorigin.com

About Baltimore Technologies
Baltimore Technologies' products, services and solutions address
the fundamental security needs of e-business in distributed
environments. Baltimore's e-security technology enables companies
to verify the identity of electronic counterparties and securely
manages which resources and information users can access through
open networks. Many of the world's leading organisations in
Finance and Government have deployed Baltimore's e-security
technology to enable e-business over fixed and wireless networks.
Baltimore offers worldwide support for its authorization
management and public key-based authentication products.

Baltimore's products, services and solutions are sold directly as
well as through its worldwide partner network, Baltimore
TrustedWorld. Baltimore Technologies is a public company, trading
on the London Stock Exchange (BLM). For more information on
Baltimore Technologies, please visit http://www.baltimore.com


CABLE & WIRELESS: Fitch Assigns Rating Watch Negative to C&W
------------------------------------------------------------
Fitch Ratings placed the 'A-' long-term rating and 'F1' short-
term rating for Cable & Wireless plc on Rating Watch Negative.

According to the rating agency, the action reflects "the
estimated GBP800 million cash costs of rationalizing C&W Global
as well as new disclosures with regard to the aggregate size of
the group's property and other lease commitments."  The amount
totals GBP2.2 billion.

Fitch particularly refers the action to the company's lease
adjusted debt measure.  The rating agency highlights its
importance in the evaluation of C&W's loss-making operation.

The agency indicated to resolve the rating outlook pending
further review of the group's lease portfolio and rationalization
plans for the Global business.


CABLE & WIRELESS: S&P Lowers Long-Term Corporate Rating to 'BBB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services downgraded the long-term
corporate credit rating of Cable & Wireless PLC to 'BBB+' from
'A'.  The rating agency also lowered its short-term corporate
credit rating on the company to 'A-2' from 'A-1.

The action follows the company's announcement of its results and
restructuring plan.

Simon Redmond, credit analyst at Standard & Poor's Corporate
Ratings Europe, said the rating reflects "the erosion of C&W's
net cash position to a greater extent than assumed by the
previous 'A' long-term rating on the company, and the continued
adverse industry fundamentals of C&W Global."

Restructuring costs reached up to GBP0.8 billion (US$1.3
billion).  The amount is deemed to push the telecommunications
company's cash position to less than GBP1.8 billion, which the
former ratings assumed, the analyst added.

The UK-based company's net cash is GBP2.2 billion as of September
30, 2002 versus GBP4.7 billion as of September 30, 2001.

The voice, data, and Internet protocol services market has
experienced continued weakness due to long-distance network
overcapacity and price compression.

S&P affirms that the strength of C&W are supported by the
strength of C&W Regional, with markets including Caribbean,
Panama, and Mexico regions.

The ratings were placed on CreditWatch with negative
implications.  The status is dependent on the consequences of the
restructuring of the company's business risk profile.


CORUS PLC: Discloses Interest in Shares
---------------------------------------
Corus Group plc has received a notification from Aviva plc on
behalf of it's subsidiary Morley Fund Management Limited,
pursuant to Section 198 of the Companies Act 1985.

On 12 November 2002 The Aviva Group had a material interest for
the purposes of the Act in 94,392,272 ordinary shares of 50p each
representing 3.02% of Corus Group plc's issued capital.


CORUS PLC: Moody's Downgrades Senior Debt Ratings to Ba2
--------------------------------------------------------
Moody's Investors Service downgraded the senior debt ratings of
Corus Group Plc from Baa3 to Ba2, concluding the review it
initiated on July 17. The rating has a negative outlook.

The action was based on the company's "slower than anticipated
performance improvement and return to operating profitability."
It was also triggered by Moody's expectation that the current
market condition will continue to be weak.

Moody's recommends the steel producer's return to profitability
as soon as possible to avoid increase in debt levels and erosion
of Corus' balance sheet.

The rating was assigned a negative outlook to reflect the
uncertain economic environment and the continued weakness in the
steel markets.  The conditions could weaken cash flows in the
long run.

Moody's acknowledged progress in the company's restructuring
programs, but the agency recommends further cost cutting measures
for long-term profitability.

Moody's also suggests that the management reposition the group
strategically after the failed merger with CSN.

Ratings downgraded are:

Corus Finance plc - Euro 400 million, Maturity 2006, to Ba2 from
Baa3

Corus Finance plc - GBP 200 million, Maturity 2008, to Ba2 from
Baa3


CORUS GROUP: S&P Downgrades Long-Term Corporate Rating to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings services lowered the long-term
corporate credit rating on Corus Group Plc to 'BB' from 'BBB-'.
It also lowered the London-based company's short-term corporate
credit rating to 'B' from 'A-3', while removing from CreditWatch
its long-term and short-term ratings.

Credit analyst and director at Standard & Poor's Corporate
Ratings Europe, Olivier Beroud, says "The downgrade reflects
Corus' continuing poor operating profits despite a better pricing
environment and improving exchange rates of the pound against the
euro."

The rating agency recognized the steel maker's restructuring
efforts in its U.K. and European operations, but proceeded to
note that its business position remains weak.  It expects the
company to remain behind its European rivals in terms of margins
and return on capital.

Reduction in debt levels arising from its asset disposals,
particularly the GBP456 million from the sale of its stakes in
AvestaPolarit Oy and the Alouette smelter, is seen to benefit the
company's ratios.

S&P affirms that Corus continues to benefit from above-average
liquidity. The company is believed to enjoy sufficient liquidity
in the foreseeable future.

S&P assigned a stable outlook to the ratings to reflect
expectations that the company's operating performance will
improve next year.  Price increases are particularly expected to
drive this improvement.  The increase may not, however, be
sustainable due to difficult economic conditions in Europe, Mr.
Beroud said.


DYNEGY INC.: Sells Remaining U.K. Natural Gas Storage Business
--------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) announced that it has sold its remaining
Dynegy Storage assets in the United Kingdom to Centrica plc.
Under the terms of the purchase agreement, which was executed
today, a subsidiary of Centrica paid approximately $500 million
for the subsidiaries that own Rough, an offshore partially
depleted natural gas field in the North Sea, and Easington, a
natural gas processing terminal located on the East Yorkshire
coast.

"The storage business sale is yet another significant
accomplishment in our capital plan, which continues to improve
our liquidity and enable us to focus on our core businesses going
forward," said Bruce Williamson, president and chief executive
officer of Dynegy Inc. "When combined with the steps we are
taking to restructure the organization and address the company's
financial obligations, we are continuing to build momentum for
the new Dynegy and drive the company forward."

Following the September 2002 sale of Dynegy Hornsea to SSE Energy
Supply Limited, a unit of Scottish and Southern Energy plc., for
approximately $200 million, the remaining Dynegy Storage assets
included Rough and Easington. Rough is the major provider of
natural gas storage in the U.K. and is used by approximately half
of the country's natural gas shippers. It has a deliverability
rate of 1.5 billion cubic feet per day and a total customer
storage capacity of 100 billion cubic feet of natural gas. The
Easington terminal processes Rough and third-party natural gas
streams for delivery into the U.K. natural gas transportation
network. Centrica will employ substantially all of Dynegy
Storage's employees.

The sale is consistent with Dynegy's previously announced plans
to
execute a sale or joint venture transaction involving its U.K.
gas storage assets in connection with its ongoing capital and
liquidity plan. Dynegy Europe Limited now consists of energy
marketing and trading. The company's previously announced
restructuring initiative will involve an exit from this business
in the United States, Europe and Canada over the next three to
six months. Mike Flinn, currently president of Dynegy Europe,
will manage the exit in Europe, which is expected to reduce the
company's collateral requirements and overall corporate expenses.

ABN AMRO acted as the exclusive financial advisor to Dynegy in
this transaction.

Dynegy Inc. produces and delivers energy, including natural gas,
power, natural gas liquids and coal through its owned and
contractually controlled network of physical assets. The company
serves customers by aggregating production and supply and
delivering value-added solutions to meet their energy needs.

CONTACT:  Dynegy Inc., Houston
          Analysts:
          Katie Pipkin or Christina Cavarretta
          Phone: 713/507-6466

INVENSYS PLC: Issues Interim Results for 6 Months Ended September
-----------------------------------------------------------------
Invensys, a global leader in the management of production and
energy resources, announced its interim results for six months
ended September 30, 2002.

Key features

--  Operating(a) margin of core1 Group steady at 6.7% despite
volume downturns in most markets and after additional investment
of (pound)20m in performance initiatives.

--  Continuing(2) operations sales of (pound)2,666m and operating
profit(a) of (pound)209m in line with expectations. Core1 Group
sales down 9% to (pound)2,128m (6% at constant exchange rates)
and operating profit* down 7% (4% at CER) to (pound)143m.

--  Restructuring charges on target at 2% of sales for core(1)
Group.

--  Free cash flow (pound)9m (H1 01/02: (pound)68m) with lower
restructuring charges and capex but reflecting ongoing need for
tight cash management.

--  Net debt of(pound)2,667m (Sep 01:(pound)3,283m; Mar
02:(pound)3,016m).

--  Disposal program ahead of target with (pound)1.6bn proceeds
announced to date - pro forma net debt after announced disposals
of (pound)1.8bn, with the Fasco Motors disposal still in
progress.

Chief Executive Rick Haythornthwaite, commented:

"Our prime objective right now is performance recovery -
delivering our promises on margin targets, disposals, debt
reduction and less restructuring. With our markets unlikely to
offer any short-term help, our chosen course of self-help through
a systematic program of performance improvement will lower our
exposure to external factors and provide a strong platform for
revenue growth."


-----------------------------------------------------------------
(pound)millions                  H1           H2           H1
                               2002/03      2001/02      2001/02
-----------------------------------------------------------------
Sales
- Core(1) Group                  2,128        2,270         2,331
- Continuing(2) operations       2,666        2,828         2,901
-----------------------------------------------------------------
Operating profit(a)
- Core(1) Group                   143          157           154
- Continuing(2) operations        209          228           229
-----------------------------------------------------------------
Restructuring & other costs of
reorganisation                  (53)         (306)         (165)
-----------------------------------------------------------------
Disposals(b)
- Profit/(loss) on asset
   value/closure                  76          (153)          (12)
- Goodwill on disposals         (168)         (477)           (2)
-----------------------------------------------------------------
Interest                         (61)          (69)         (101)
-----------------------------------------------------------------
EPS
- Basic                         (2.6)p      (22.9)p        (1.9)p
- Pre exceptional items & goodwill
   amortization                  2.9p          4.2p          3.5p
- Core(1) Group before
   exceptionals/goodwill         1.6p          1.8p          1.0p
-----------------------------------------------------------------

(1) Core Group is the Production Management, Energy Management
and Development Divisions
(2) Continuing operations are core Group and Industrial
Components and Systems Division (inc. Sensor Systems)

(a) All references to operating profit throughout are stated
before exceptional items and goodwill amortization

(b) Business and fixed asset disposals

Financial summary

Overall performance

Our drive in the period has been to implement actions targeted at
achieving performance recovery in line with our commitments for
the first phase of the Group's new strategy. To date we have
focused these programs on North America as our largest region and
on key businesses such as Process Systems and Appliance Controls
in order to make the greatest overall impact. In these areas,
tighter management of contracts, projects, supply chain and
overheads are already bringing noticeable margin improvements, in
spite of generally depressed economic and market conditions.

In North America, which comprises our largest trading region with
50% of core Group revenues, margins in the first half rose 290
basis points (bps) to 8.6%. This was achieved despite the 11%
drop in reported sales (6% CER) caused by continuing weakness in
the U.S. economy, especially in the commercial building and
capital goods sectors.

Concentration of effort and resources by operational management
on key businesses such as Process Systems and Appliance Controls
has yielded demonstrable improvements in margin performance. This
validates our efforts and indicates the potential benefit to our
other businesses from the systematic application of common
business processes and shared best practice.

Our next focus will be the trading blocs of Europe and Asia
Pacific. European sales form 32% of the core Group and saw a drop
of 3% (4% CER) in the face of large volume declines, particularly
in our IT services business and the European commercial building
sector. Sales in Asia Pacific contribute 14% of the core Group
and fell 11% (8% CER), with significant volume declines in our
Japanese businesses within Power Components and Climate Controls.
Combined margins in these regions dropped 300bps, overshadowing
good underlying improvements in Rail Systems, Appliance Controls,
APV, elements of Process Systems and Climate Controls (Europe).

Overall, sales in continuing operations for the six months were
down 8% (5% CER) at(pound)2,666m (H1 01/02:(pound)2,901m) with
operating profit down 9% (6% CER) to(pound)209m (H1
01/02:(pound)229m). Core Group sales were down 9% (6% CER) at
(pound)2,128m (H1 01/02:(pound)2,331m) with operating profit down
7% (4% CER) to(pound)143m (H1 01/02:(pound)154m).

These results include a (pound)93m negative currency translation
impact on sales and a (pound)7m negative currency translation
impact on continuing Group operating profit due to the
substantial movement in $US/GBP exchange rates during the period
under review.

During the period, costs of (pound)20m were incurred and expensed
for our investment to increase the pace of performance
improvement, with the benefits expected in the second half.

Free cash flow

Free cash flow (before dividends) was (pound)9m (H1 01/02:
(pound)68m). The most significant element in this was the
(pound)115m fall in operating profits before depreciation, due to
the smaller Group. In addition, working capital increased
(pound)81m, excluding working capital movements of (pound)55m in
disposal businesses, and tax paid increased (pound)30m. These
outflows were offset by (pound)95m less in restructuring charges
and (pound)62m less in net capex.

The working capital outflow is disappointing when compared with
recent periods. While we would normally expect some outflow in
the first half, we experienced a larger outflow than anticipated.
This was due primarily to inventory levels, which rose as a
result of shortfalls against sales expectations as well as
stocking on major projects in our Development Division. A further
factor was the seasonal profile of payments against accruals and
provisions.

The operational management of cash will continue to receive close
attention in order to improve the Group's performance in this key
area.

Restructuring, goodwill amortization, interest & tax

Restructuring costs were (pound)53m (H1 01/02: (pound)112m), 2%
of sales for the core Group, in line with our target for the
year. Costs of closure were (pound)8m for the half.

Goodwill amortization for the half was (pound)62m, which is
consistent with prior periods.

Interest for the six months was (pound)61m (H1 01/02:
(pound)101m), with a lower charge expected going forward due to
realizations from the disposal program.

The tax charge for the half was (pound)31m (H1 01/02:
(pound)nil), reflecting an underlying rate of 31% (H1 01/02:
29%). The reported tax figure includes an exceptional tax charge
of (pound)1m relating to the Flow Control disposal, compared to a
(pound)3m credit on disposals in H1 01/02.

Earnings

Basic earnings per share equate to a loss of (2.6)p, compared to
(1.9)p for H1 01/02 and (22.9)p for H2 01/02. These fluctuations
have been mainly due to disposals and the resulting accounting
for goodwill. Earnings per share before exceptionals and
amortization were 2.9p (H1 01/02: 3.5p), reflecting the expected
dilution from the disposal program.

Operational review

Production Management

Sales (pound)723m (H1 01/02:(pound)776m), operating
profit(pound)23m (H1 01/02:(pound)16m) Return on sales 3.2%
    (H1 01/02:2.1%)

Sales for the half were 7% lower than prior year (4% CER). Global
capital equipment spend remained cautious and most regions
reported lower sales, although sales in Latin America and Japan
were higher. The petrochemical, oil and gas and other heavy
process industry sectors were flat; food processing showed signs
of recovery in some markets and the IT services market was very
weak.

Operating profit for the half was driven 44% higher than the
prior year (53% CER). In Process Systems, aggressive management
actions to control contract/project management, supply chain and
costs resulted in a 280bps increase in contracted margins and
lower overheads, raising the operating margin from 2.2% to 5.0%.

However, the performance of our combined IT services businesses
of Baan-Wonderware-Avantis was considerably lower than prior year
due to the substantial decline in market demand and the
development costs of ArchestrA. Introduced in September at the
Invensys Showcase to 2,000 customers, ArchestrA has been well
received as our new software architecture for industrial
applications. Full commercial launch will take place in early
2003.

Given its importance to our future growth, we continue to invest
in technology in our key software businesses - Process Systems
and IT services - at a rate of over 10% of sales.

Energy Management

Sales (pound)1,051m (H1 01/02:(pound)1,201m), operating
profit(pound)91m (H1 01/02:(pound)118m) Return on sales 8.7% (H1
01/02: 9.8%)

This Division experienced difficult trading conditions in most of
its markets and businesses, with sales for the half 12% lower
than prior year (9% CER). Ongoing weakness in IT/telecoms
continued to affect Powerware, while the sharp decline in
commercial buildings in the US, Europe and Japan affected volumes
in Energy Management Solutions, Energy Services, Building Systems
and Climate Controls (Japan). In contrast, appliance and meter
markets remained generally flat.

As a result, operating profit for the period was 23% lower than
prior year (20% CER). Against this trend, the early
implementation of planned efficiencies at Appliance Controls
following last year's lower volumes drove profits up 42% (CER)
and margins up 390bps. Margins at Metering Systems held steady
despite the initial negative impact of major restructuring in
Germany, the benefits of which are expected to come through in
the second half. Climate Controls showed strong improvement on
flat sales in North America and would have lifted its overall
margin by 290bps, had it not been for its Japanese business.
Whilst this business is not large, the sharp drop in its market
reduced sales by 26% and had a considerable impact on profits.
Margins in Building Systems, Energy Solutions and Powerware
declined 320bps as a result of decreased sales volumes and
pricing pressures.

Overall, operating margins rose in North American businesses and
declined in Europe and Asia. Since contribution from gross profit
was maintained or improved in all cases except Building Systems
and Energy Solutions/Services, the solution largely lies within
our control rather than the competitive environment.

The appointment of Dan Leff midway through the first quarter as
COO of the newly formed Division now opens the path for intensive
focus on performance improvement. Having spent his entire career
in energy-related markets, Dan has moved rapidly to clarify
targets, strengthen management, reduce costs and implement the
Group's performance improvement programs to drive up results at
all units. As evident in those of our businesses where these
initiatives have been underway for some time, the benefits of
such actions now being taken in Energy Management should become
apparent in the coming months.

Development

    Sales (pound)354m (H1 01/02:(pound)354m), operating profit
    (pound)29m (H1 01/02:(pound)20m) Return on sales 8.2%
    (H1 01/02:5.6%)

Sales for the half were level with the prior year (up 3% CER).
Both the wind turbine and rail markets experienced rising demand,
primarily in Europe; but the IT hardware market exhibited no sign
of recovery and the semiconductor market showed only modest
improvement from an historic low.

Operating profit for the half was 45% higher than prior year (45%
CER). The primary contributor was Rail Systems, with strong
performances at its Safetran, Dimetronic and Westinghouse
businesses and an improved business mix delivering higher
margins. Power Components also delivered a better performance,
improving gross margin and reducing its losses as management
actions to control costs had a positive impact. Despite an
increase in sales as the wind turbine market remained robust,
Wind Power experienced flat profits due to a change in the
product mix through a large contract and delayed capacity
investment by the industrial sector.

In August, John Duerden was appointed as Chief Operating Officer
of the Development Division. His experience includes running
Xerox Engineering Systems and Dictaphone Corporation as well as
being Chief Operating Officer at Reebok Brands.

Industrial Components & Systems (including Sensor Systems(a))

    Sales (pound)538m (H1 01/02:(pound)570m), operating profit
    (pound)66m (H1 01/02:(pound)75m) Return on sales 12.3%
    ( H1 01/02:13.2%)

Sales for the half were 6% lower than prior year (2% CER), as
industrial markets remained generally depressed. Some improvement
was seen, primarily in the US, in the automotive market but this
was offset by further weakness in the aerospace and construction
markets. Customer inventory levels remained high, which may cause
a lag effect when markets improve.

Operating profit for the half was 12% lower (8% CER) reflecting a
substantial decline (36%) in Drive Systems profit balanced by
less extreme conditions in Rexnord, Fasco and Sensor Systems.
Overall market performance was mixed with Rexnord's Flat Chain
business showing improvement while its Aerospace and Industrial
Chain businesses experienced declines.

(a) The Sensors Systems disposal was completed in October and
therefore under accounting standards falls to be classified as
discontinued. To facilitate comparison with the Group structure
at the date of our trading update in September when Sensor
Systems was within continuing, results have been presented on a
pro forma basis.

Acquisitions

There were no significant acquisitions made in the six month
period. However, in accordance with the announced process,
(pound)49m of outstanding Baan Company NV shares were acquired,
bringing our holding to 91.7%.

Disposals

Total cash consideration from disposals for the half year was
(pound)412m. In addition net cash divested with the disposed
businesses was (pound)11m. After pre-disposal restructuring costs
and the cash settlement of certain liabilities in connection with
the disposals, totalling (pound)29m, and other cash costs
including fees of (pound)12m, the net cash proceeds were
(pound)360m. The largest of these disposals, Flow Control, was
completed in May for (pound)363m. Other disposals and proceeds in
the half year included Transmissions ((pound)30m), Alemite
((pound)22m) and Eberle Relays ((pound)6m). A repayment of
(pound)16m was made in respect of a working capital and debt
adjustment for Energy Storage, which was sold in March 2002.

In addition since September 30 we have completed the disposal of
Sensor Systems for $394m and announced the disposals of Rexnord
for $880m and Drive Systems for $145m.

Altogether, announced disposals since the strategy launch on
February 19, 2002 should generate proceeds of approximately
(pound)1.6bn, exceeding the stated target of (pound)1.5bn. Fasco
Motors is the only remaining major business for disposal.

Financing

Net debt has reduced to (pound)2,667m (Sep 01: (pound)3,283m; Mar
02: (pound)3,016m) before proceeds due to come from transaction
completed post-September. Pro forma net debt including announced
disposals would be approximately (pound)1.8bn.

Net debt at September comprises the following currencies 65% US$;
18% Euro; 13% Yen and 4% Sterling. The fixed rate element of the
debt is 36% and this is planned to increase as disposal proceeds
are used to bring down floating debt. On a pro forma basis the
fixed rate element will increase to 67% taking average nominal
interest rates to over 5%.

Our financing agreements include only one financial covenant
which relates to interest cover, this was originally based on 3x
EBITA, but during the half year the covenant was changed to 3.5x
EBITDA to increase flexibility for the Group. As at the end of
September we comfortably met both the old and new covenant with
interest cover at 3.7x EBITA and 5.3x EBITDA on a twelve month
rolling basis.

Pensions

With the deferral by the standard setters of the requirement to
fully implement the provisions of FRS17, Invensys, along with
most other FTSE companies, continues to apply the principles of
SSAP24 in accounting for pension costs. The reported figures are
largely driven by the main U.K. scheme which was last formally
valued in April 2000 with the next triennial valuation scheduled
for 2003. Group pension costs were (pound)24m (FY 01/02
(pound)57m) with an actuarial variation credit of (pound)21m (FY
01/02 (pound)54m).

Under the transitional requirements of FRS17 the valuation update
provided in the Annual Report for the year ended March 31, 2002
indicated for funded schemes a total market value of assets of
(pound)4,784m and a present value of scheme liabilities of
(pound)4,647m. The valuation of scheme assets reflected a 50%
equity holding, 45% bonds and 5% of other investments.

Since the date of this valuation, equity market indices have
declined and furthermore, interest rates, which impact the value
of discounted liabilities have also moved downwards. Whilst these
factors are not direct indicators of pension valuation outcomes,
they are a reasonable proxy for trends and at current levels the
valuation surpluses under an FRS17 methodology have moved into
deficit. Pension costs and actuarial credits calculated under
SSAP24, which tend to look at longer term trends could also be
adversely impacted in 2003/04 but not necessarily to the same
degree. It is difficult at this time to give any firm view as to
where equity values and discount rates will be in the spring of
2003, however, by the time of our full year announcement in May
2003 we will have early sight of the actuarial valuations and
will have a better view as to how economic indicators are
trending. We will give a further update at that time.

Product liability

Although there are concerns in the financial markets over
numerous companies' potential exposure to asbestos liabilities,
this is not a material issue for Invensys. We monitor the
situation closely, take regular advice and at this stage are not
aware of anything that would alter our view.

Operational progress

Since the transition to our new structure on May 1, our main
focus for transforming the Group's performance has been on four
key areas of improvement - customer development, service
delivery, project management and lean supply chain.

The improvements in core competencies are being supported by
technology. We have appointed the Group's first Chief Technology
Officer to ensure we map our strategy into common technology
platforms for more effective R&D expenditure. The infrastructure
of a common information highway will be available to over half
our businesses by December, enabling transparent access and
sharing of key customer, supplier and resource data to help us
identify cross-business opportunities and execute them as an
integrated Group.

To track and measure progress against our targets, each Business
Group has selected the specific performance metrics which
demonstrate its main growth drivers. These are now being used in
regular performance reviews and will be available on a web-based
"dashboard" Groupwide from next month.

Each Business Group has also appointed a Program Manager to work
with its senior team in identifying specific performance
improvement opportunities. We have now trained over 1,000 leaders
to manage these projects, all of which are progressed through a
stage-gate process and then rigorously followed in a single
database for delivery against forecast benefits.

In customer development, rollout of common sales processes has to
date resulted in further training of 40% of the Production and
Energy Management direct salesforce in strategic selling, account
planning and deal-winning. Our web-based sales pipeline tool is
live with more than 1000 trained users globally in Production
Management and the first 150 in Energy Management. Our Global Key
Account program has increased recorded opportunities in
Production Management by 51% in number and 29% in value, with
(pound)17m key wins in the last 30 days reported. Our top
accounts all have senior management sponsors and have been
surveyed personally to establish current satisfaction levels and
areas for improvement.

In lean supply chain, we now have a network of 250 team members
across Invensys focused on (pound)1.5bn of spend. Across the
Group 66 projects have been identified with a total target of 8%
savings, of which the first 11 projects encompass expenditure of
(pound)83m with a target of 10% savings.

In project management, the introduction of improved business
models and better integration with sales during the bid phase,
together with implementation of rigorous authorization and review
processes are all contributing to improved gross margins. By
calendar year-end, over 150 project managers will be trained to
the skill levels required by the Project Management Institute as
a foundation for achieving full PMP Certification. Additional
training on negotiating skills and cash collection is also being
introduced.

In services, the Performance Solutions business within Production
Management Division has been expanded and in Energy Management
Division the Global Services business group has been created.
Performance Solutions, part of Process Systems, has won several
major contracts in the market sectors it currently addresses -
Hydrocarbon, Paper, Power, Food, General Process and Discrete.
The business is based on patented real-time performance measures
which give better visibility into the manufacturing process and
has its own sales force separate from product businesses. Margins
are significantly higher than for the product businesses as a
reflection of the significant value delivered to our customers.
The creation of Global Services has provided increased scale,
management expertise and focus on services as well as leading to
the elimination of overlapping costs. In combination with
Powerware, the business has won six out of seven data center
tenders in the last quarter.

Other matters

Board changes

Paolo Scaroni resigned from the Board in June following his
appointment as Chief Executive of ENEL and Bob Bauman retired
from the Board at the AGM in July. Adrian Hennah was appointed to
the Board on October 23, and will become CFO upon the retirement
of Kathleen O'Donovan on December 31, 2002.

Dividend

The Board has declared an interim dividend of 1.0p. The interim
dividend will be payable on March 4, 2003 to shareholders on the
register at close of business on December 6, 2002.

Outlook

Both our capital and consumer end markets remain susceptible to
the effects of further erosion in global confidence. In such an
environment, we would expect our second half trading performance
in the core Group to remain at best flat with H1. In addition, we
are confident that our investment in performance improvement
should deliver an incremental (pound)50m profit.

Our mid-term recovery targets to take operating margins to rates
of 8-10% in Production Management and 12% in Energy Management by
March 2004 remain unchanged, based on early signs that our
investments in talent, processes and technology are the right
ones to create competitive advantage and a platform for growth.

A presentation and webcast of the Group's interim results took
place today at 9:00 AM (UK) at Vinopolis, No1 Bank End, London
SE1. All details of the announcement, presentation and webcast
are available on www.invensys.com, together with a video
interview with Chief Executive, Rick Haythornthwaite. The latter
is also available on www.cantos.com.

About Invensys plc

Invensys plc is a global leader in production technology and
energy management. The group helps customers improve their
performance and profitability using innovative services and
technologies and a deep understanding of their industries and
applications.

Invensys Production Management works closely with customers in
order to drive up performance of their production assets,
maximise their return on investments in production technologies
and remove cost and cash from their whole supply chain. The
division includes APV, Baan-Wonderware-Avantis, Eurotherm,
Foxboro, SIMSCI/Esscor and Triconex. These businesses address
process and batch industries -- including oil, gas and chemicals,
food, beverage and personal health care -- and the discrete and
hybrid manufacturing sectors.

Invensys Energy Management works with clients involved in the
supply, measurement and consumption of energy and water, to
reduce costs and waste and improve the efficiency, reliability
and security of power supply. The division includes Energy
Management Solutions, Appliance Controls, Climate Controls,
Building Systems, Global Services, Metering Systems, Powerware
and Home Control Systems. These businesses focus on markets
connected with power and energy infrastructure for industrial,
commercial and residential buildings.

The company also serves the specialized rail, wind-power and
electronic manufacturing (power components) markets through
Invensys Rail Systems, Hansen Transmissions and Lambda,
respectively, in its Development division.

Invensys operates in more than 80 countries, with its
headquarters in London. For more information, visit
www.invensys.com

To see Invensys' Financial Results:
http://bankrupt.com/misc/Invensys.htm


MYTRAVEL GROUP: DirectHolidays Attracts Former Owner's Interest
---------------------------------------------------------------
John Boyle, the former owner of DirectHolidays, is interested in
buying back his firm from troubled holiday group, MyTravel.

Mr. Boyle reportedly told a newspaper he would bid for the firm,
which he sold to the group for GBP44 million, if the company
shows intention to sell it.

MyTravel's other businesses have also been eyed for possible
acquisitions.

Investment firm HG Capital is believed to be the front-runner in
the acquisition of the group's several divisions.  HG is
understood to want to buy Leger, Cresta, Bridge and Panorama
specialist travel operations.

Harry Coe, former managing director of MyTravel, had also
admitted earlier to have been approached by venture capitalists
wanting to takeover some of MyTravel's operations.

The company's conservative accounting principle has been blamed
as the cause of the company's profit warning and the loss of more
than 60% of its market capitalization.


NTL INC.: Announces Results for Nine Months Ended September
-----------------------------------------------------------
THIRD QUARTER

-- Third consecutive quarter of positive operating cash flow(a)

-- Continued steady progress despite a challenging business
environment

-- On track to emerge from Chapter 11 protection

-0-
*T

Financial Highlights (b)

(In (pound) millions)            Q3 2002                  Q3 2001
REVENUE

NTL U.K. & IRELAND
Home                          (pound)322               (pound)342
Business                             146                      154
Broadcast                             51                       48
Ireland                               16                       11
Sub Total                            535                      555

NTL EUROCO
Cablecom/Other                        80                       67
TV Programming                         2                        5
                   ----------------------------------------------
Sub Total                             82                       72

Continuing Operations                617                      627
Discontinued Operations                -                       25
Total Revenues                       617                      652

EBITDA
Continuing Operations                182                      126
Discontinued Operations                -                        6
Total EBITDA (a)


EBITDA(a)                    (pound)182               (pound)132

Total EBITDA Margin % (a)          29.5%                    20.3%
-----------------------------------------------------------------

*T

(a) Positive operating cash flow is defined as EBITDA minus
capital expenditure. The components of EBITDA as defined by the
Company are set forth in the results summarized under the
heading "Financial Results for the three months ended September
30, 2002". This definition is consistent across the periods
referred to in this release.

(b) Discontinued operations comprise NTL Australia, CWC Off-Net
and 1G Networks. The financial results and commentary on pages
9 to 20 are shown in accordance with FAS 144 and therefore
include NTL U.K. & Ireland and NTL Australia within discontinued
operations of NTL Incorporated. CWC Off-Net and 1G Networks
were not accounted for as discontinued operations in
accordance with U.S. GAAP in effect at the time.

RECAPITALIZATION UPDATE

We announced on May 8, 2002 that we had filed in a U.S. Court our
previously announced Chapter 11 'prearranged' plan of
reorganization under U.S. law ('the Plan'). Under the Plan,
approximately $10.9 billion in debt will be converted to equity
in two reorganized companies - NTL U.K. and Ireland, and NTL
Euroco.

On July 3, 2002 we announced that NTL had obtained final approval
from the Court in which its United States Chapter 11 cases were
pending, for the previously announced Debtor-in-Possession
financing. The Court approved the $630 million DIP facility,
which included $500 million in new financing provided by certain
of the Company's bondholders or their affiliates. This financing
has provided the Company sufficient liquidity to continue
ordinary operations throughout the Chapter 11 process. The DIP
financing becomes repayable on the earlier of December 1, 2002 or
on our emergence from Chapter 11, unless the maturity is extended
by the lenders.

On September 5, 2002, following a successful vote from the
Company's stakeholders to accept the Plan, the Court confirmed
the Plan, clearing the way for NTL's emergence from Chapter 11
protection.

Consummation of the Plan remains subject to the satisfaction or
waiver of the conditions set forth in the Plan, which include
obtaining an exit financing facility and obtaining the agreement
of our lending banks in the U.K. to that facility as well as
certain amendments to the existing facilities acceptable to the
Company and the official Creditors' Committee. NTL is taking all
steps to meet these conditions in an effort to consummate the
Plan and emerge from Chapter 11 in
November 2002.

BUSINESS REVIEW

NTL U.K. & IRELAND

During the third quarter NTL has continued to prioritize
improvements in EBITDA, cash flow, and customer service, and to
lay the foundations for economically prudent future growth. NTL
Incorporated and NTL U.K. & Ireland achieved their third
consecutive quarter of positive operating cash flow.

NTL Home

NTL Home's third quarter results from continuing operations
included revenues of (pound)322 million ($500m) and EBITDA of
(pound)140 million ($217m). These results are in line with our
stated intentions of conserving cash, and reducing costs and
capital expenditure. Q3 2002 EBITDA was 36% higher than Q3 2001
and revenues were down by 6%. Continuing improvements in EBITDA
margins have been achieved by improving the revenue mix and by
reducing SG&A and operating costs. Revenues were lower year over
year because of the anticipated decline in customer numbers.

Monthly ARPU (average revenue per unit) was (pound)39.80 for Q3
2002, (excluding former customers of BT cable), an increase of
(pound)0.30 per month compared with Q3 2001. On an annualized
basis, ARPU is (pound)477.60. Third quarter ARPU is typically
lower than second quarter ARPU due to a seasonal decline in
telephony usage over the summer holiday months.

A combination of reduced churn and sharply increasing gross
customer additions gave NTL its smallest net decline in customer
numbers since 2001. New customer connections increased from
49,000 in Q2 to 84,000 in Q3, reflecting the growing strength of
the Company's broadband internet and bundled cable TV and
telephone packages.

Customer disconnects declined from 119,000 in Q2 to 113,000 in
Q3, resulting in an annualized churn rate of 16.4%. Total revenue
generating units increased from 4,837,600 in Q2 to 4,870,900, a
gain of 33,300 in the quarter.

Broadband customers increased to 380,600 in the period, a gain of
105,000 in the quarter. As of today, we have approximately
450,000 broadband customers. Total customers at the end of Q3
stood at 2,667,000, a decline of 29,000 in the quarter, compared
with declines of approximately 70,000, 73,000, and 42,000 in the
previous three quarters going back to Q4 2001.

During 2002 NTL has been migrating its dial-up internet
subscribers from a free service to one or more paid services,
including broadband. This process was completed in October 2002
resulting in over 425,000 customers in total having migrated to
pay internet services, principally to broadband, and 171,000
customers discontinuing use in October.

NTL Home - Customer Statistics year to date as of September 30,
2002:

-0-
*T

                                   Q3            Q2            Q1
                        ------------- ------------- -------------
Total Customers            2,667,000     2,696,200     2,766,600
Customer additions            84,000        49,000        54,000
Customer disconnects         113,000       119,000       127,000
Net customer movement        (29,000)      (70,000)      (73,000)
Churn (annualised)              16.4%         17.1%         17.9%
Revenue Generating Units(a)4,870,900     4,837,600     4,893,300
Television                 2,065,300     2,109,100     2,186,000
Telephone                  2,425,000     2,452,900     2,524,000
Broadband                    380,600       275,600       183,300
Service Units              5,528,500     5,535,900     5,612,800
Internet dial-up and DTV
access                       486,600       496,800       337,700
Internet dial-up free use(b) 171,000       201,500       381,800
Average Revenue Per User (pound)39.80  (pound)40.54  (pound)40.07

*T

(a) The U.S. Cable industry does not recognize dial-up internet
customers as RGUs, although they are now revenue generating
for NTL.

(b) Service to these free use customers was discontinued in
October.

NTL Business

NTL Business' third quarter results from continuing operations
included revenues of (pound)146 million ($226m) a 5% decrease
over the prior year, and EBITDA of (pound)56 million ($87m), a 3%
decrease from Q3 2001. The second quarter maintained a focus on
our core, on-net telephony business whilst continuing to grow our
mobile and Virtual Internet Service Provider businesses, in what
continues to be a difficult trading environment.

New business successes included signing an eight-year (pound)29
million ($46m) contract with Cambridgeshire County Council to
bring broadband services to council offices, schools, libraries
and community access points across the county.

NTL Broadcast

NTL Broadcast's third quarter results from continuing operations
included revenues of (pound)51 million ($80m), an increase of 6%
over the prior year, and EBITDA of (pound)27 million ($43m), an
EBITDA increase of 4% over Q3 2001.

Revenues remained nearly flat quarter on quarter, partly due to
the market for occasional video services being typically quiet
during July and August and partly because of the early
termination of certain contracts primarily related to the closure
of ITV Digital.

NTL Ireland

NTL Ireland's third quarter results included revenues of
(pound)16 million ($24m), a 45% increase from Q3 2001, and EBITDA
of (pound)4 million ($7m), a 100% increase from Q3 2001 EBITDA.

NTL Ireland continues to grow its digital subscriber base with a
total of 29,000 digital customers, out of a total customer base
of 368,000, at the end of the third quarter. The business sector
continues to increase and contribute to EBITDA growth.

Shared Services

Shared services costs of (pound)62 million ($97m) in Q3 2002
declined by 19% compared with Q3 2001, as a result of cost
reduction and efficiency improvements in Networks, IT, Finance,
HR and Site Services. The Company is continuing to explore
opportunities to shift responsibility of these cost centres,
wherever possible, to the appropriate profit centres to gain
additional efficiencies and cost savings.

Capital Expenditure - U.K. & Ireland

UK capital expenditure from continuing operations was (pound)133
million ($207m) in Q3 2002. Capital expenditure in Ireland was
(pound)3 million ($5m) in Q3 2002. U.K. capital expenditure
increased during Q3 compared with Q2, as a result of higher
broadband growth, the completion of certain projects in Business,
and the ramp-up of our integrated billing systems project.

NTL EUROCO

NTL Europe

NTL Europe consists of wholly owned Cablecom (Switzerland), as
well as equity investments in B2 in Sweden (34%), Noos in France
(27%) and iesy (formerly known as eKabel) in Germany (32.5%).
Under the proposed terms of the recapitalization plan, NTL's
investment in Noos will be transferred to France Telecom.

Cablecom

Cablecom's third quarter results included revenues of (pound)79
million ($123m), a 20% increase from Q3 2001, and EBITDA of
(pound)23 million ($36m), a 28% increase from Q3 2001.

Revenue increased approximately 10% from the second quarter due
to increased broadband take-up (ending the quarter with
approximately 117,000 customers) and increased corporate
revenues, as well as a one-time increase in revenue driven by a
discounted inventory sell-off in Cablecom's retail outlets. The
sell-off was in anticipation of the sale of the retail business
to FUST, a transaction that closed in the first week of October.

Continuing focus on EBITDA growth and return on investment were
the priority throughout the European franchises for Q3 2002.
EBITDA improvement is a result of increased focus on a profitable
revenue mix, as well as the impact of process improvement in
network operations and cost reduction programs.

In May 2002, in conjunction with NTL's recapitalization plan, the
banking syndicate for Cablecom agreed a plan for the continued
funding of Cablecom until April 30, 2003, which may be extended
by the relevant banks to December 31, 2003. In addition, NTL
anticipates engaging UBS Warburg to advise in connection with an
outside investment in, or sale of, all or part of the Cablecom
group.

Capital Expenditure - Europe

Capital expenditure at NTL Europe from continuing operations
amounted to (pound)23 million ($36m) for Q3 2002. The Company has
significantly reduced the amount of capital expenditure as
compared with 2001. Network upgrades have either been completed
or postponed, and incremental capital expenditure is generally
success-based.

Equity Investments

iesy, NTL Europe's 32.5% owned asset in Germany, has suspended
its network upgrade program (which is focussed on the expansion
of its cable network in Hessen to provide broadband cable modem
services initially, and later digital television) pending
progress of a restructuring of iesy's capital structure. iesy has
recently retained advisors to assist it in a restructuring of its
outstanding debt.

B2, NTL Europe's 34% owned asset in Sweden, ended the third
quarter with approximately 85,000 customers and with penetration
of approximately 36% of homes marketed.

Noos, NTL Europe's 27% owned asset in France, ended Q3 2002 with
over 136,000 cable modem subscribers and over 375,000 digital TV
subscribers.

Premium TV

Revenues from our subsidiary Premium TV (PTV) in Q3 2002 were
(pound)2 million ($4m) and EBITDA losses were (pound)6 million
($9m).

In September 2002, PTV and The Football League announced that
they had
agreed a new business structure for their FLPTV Internet joint
venture. The Football League will receive an initial (pound)5
million in rights fees, after which the clubs and the Football
League will receive 80% of all revenues generated by the business
until they have received (pound)35 million; the amount they would
have received in rights fees under the terms of the old deal.

Other Q3 and recent Developments

On September 5, 2002, the new NTL U.K. and Ireland, and the NTL
Euroco Boards of Directors which will come into effect on
emergence from Chapter 11 protection were announced.

On November 7, 2002, NTL announced the resignation of Stephen
Carter as MD and Chief Operating Officer, NTL U.K. & Ireland with
effect from the end of the year. Barclay Knapp, President and CEO
of NTL U.K. & Ireland, will assume full responsibility for the
business.

Financial Review (a)
Revenue Summary (in (pound) millions)

-0-
*T
                                    Q3-2002    Q2-2002    Q1-2002
                               ---------------------------------
Continuing Operations
NTL U.K. & IRELAND

Home                           (pound)322 (pound)334 (pound)340

Business
Retail                                 55         55         56
MNS                                    76         74         74
Carrier Services                       15         18         21
                               ---------------------------------
Total                                 146        147        151

Broadcast
Media                                  40         42         39
Wireless                               11         10         10
                                ---------------------------------
Total                                  51         52         49
Ireland                                16         15         14

                               ---------------------------------
TOTAL NTL U.K. & IRELAND                535        548        554

NTL EUROCO

Cablecom/Other(b)                       80         73         66
Premium TV                               2          6          7

                               ---------------------------------
TOTAL NTL EUROCO                       82         79         73

TOTAL REVENUE -
CONTINUING OPERATIONS           (pound)617 (pound)627 (pound)627

Discontinued Operations

NTL U.K. & Ireland
CWC Off-Net                        (pound)-   (pound)-   (pound)-

NTL EUROCO
Australia                                                    12
1G Networks                             -          -          -
                                ---------------------------------

TOTAL REVENUE -
DISCONTINUED OPERATIONS            (pound)-   (pound)-  (pound)12

                               ---------------------------------
TOTAL REVENUES                   (pound)617 (pound)627 (pound)639


Financial Review (a)
Revenue Summary (in (pound) millions) - CONTINUED

                                              Q4-2001     Q3-2001
                                       --------------------------
Continuing Operations
NTL U.K. & IRELAND

Home                                      (pound)352  (pound)342

Business
Retail                                             62          58
MNS                                                72          72
Carrier Services                                   18          24
                                       --------------------------
Total                                             152         154

Broadcast
Media                                              41          38
Wireless                                           11          10
                                       --------------------------
Total                                              52          48

Ireland                                            12          11

                                       --------------------------
TOTAL NTL U.K. & IRELAND                            568
555

NTL EUROCO

Cablecom/Other(b)                                  73          67
Premium TV                                         13           5

                                       --------------------------
TOTAL NTL EUROCO                                   86          72

TOTAL REVENUE -
CONTINUING OPERATIONS                      (pound)654  (pound)627

Discontinued Operations

NTL U.K. & Ireland
CWC Off-Net                                  (pound)4   (pound)12

NTL EUROCO
Australia                                         11          11
1G Networks                                         2           2
                                       --------------------------

TOTAL REVENUE -
DISCONTINUED OPERATIONS                     (pound)17   (pound)25

TOTAL REVENUES                            (pound) 671 (pound) 652

*T

(a) During the second half of 2001 the U.K. Businesses commenced
a major reorganization into the three main trading divisions,
Home, Business and Broadcast, supported by a smaller Shared
Services division. This reorganization became fully effective
from January 2002. In addition, pursuant to the terms of the
Plan, Malaysia, Thailand and Spain are included in NTL Euroco.

The Revenue and EBITDA analysis in the Financial Review is
presented in the revised structure and prior period
comparatives have been restated accordingly.

(b) The Cablecom revenue and operating expenses in 2001 have been
adjusted. These adjustments had no effect on EBITDA in any
quarter.

    EBITDA Summary (in (pound) millions)

-0-
*T

                                    Q3-2002    Q2-2002    Q1-2002
                                ---------------------------------
Continuing Operations
NTL U.K. & IRELAND

Home                             (pound)140 (pound)141 (pound)134

Business
Retail                                   22         23         23
MNS                                      23         23         18
Carrier Services                         11         13         15
                                ---------------------------------
Total                                    56         59         56

Broadcast
Media                                    21         23         21
Wireless                                  6          5          4
                                ---------------------------------
Total                                    27         28         25

Shared Services
Networks                               (13)       (16)       (14)
Corporate Support/IT                   (49)       (48)       (48)
                                ---------------------------------
Total                                  (62)       (64)       (62)

Ireland                                   4          4          3

                                ---------------------------------
TOTAL NTL U.K. & IRELAND                  165        168
156

NTL EUROCO

Cablecom/Other                           23         21         18
Premium TV                              (6)       (15)        (2)
                                ---------------------------------
TOTAL NTL EUROCO                         17          6         16

TOTAL EBITDA -
CONTINUING OPERATIONS            (pound)182 (pound)174 (pound)172

Discontinued Operations

NTL U.K. & IRELAND
CWC Off-Net                        (pound)-   (pound)-   (pound)-

NTL EUROCO
Australia                                 -          -          5
1G Networks                               -          -          -

                                ---------------------------------
TOTAL EBITDA -
DISCONTINUED  OPERATIONS           (pound)-   (pound)-   (pound)5

TOTAL EBITDA                     (pound)182 (pound)174 (pound)177


   EBITDA Summary (in (pound) millions) - CONTINUED

                                              Q4 -2001    Q3-2001
                                           ----------------------
Continuing Operations
NTL U.K. & IRELAND

Home                                        (pound)122 (pound)103

Business
Retail                                              29         21
MNS                                                 21         18
Carrier Services                                    15         19
                                           ----------------------
Total                                              65         58

Broadcast
Media                                               19         22
Wireless                                             4          4
                                           ----------------------
Total                                               23         26

Shared Services
Networks                                          (10)       (20)
Corporate Support/IT                              (40)       (57)
                                           ----------------------
Total                                             (50)       (77)

Ireland                                             3          2
                                           ----------------------
TOTAL NTL U.K. & IRELAND                             163
112

NTL EUROCO

Cablecom/Other                                      24         18
Premium TV                                        (33)        (4)

                                           ----------------------
TOTAL NTL EUROCO                                    (9)        14

TOTAL EBITDA -
CONTINUING OPERATIONS                       (pound)154 (pound)126

Discontinued Operations

NTL U.K. & IRELAND
CWC Off-Net                                   (pound)1   (pound)4

NTL EUROCO
Australia                                            5          5
1G Networks                                        (1)        (3)

                                          ----------------------
TOTAL EBITDA -
DISCONTINUED  OPERATIONS                     (pound)5   (pound)6

TOTAL EBITDA                                (pound)159 (pound)132

               NTL Communications Corp. and subsidiaries
    Financial Results for the three months ended September 30,
2002
                            (in $ millions)

                                               Three Months Ended
                                                 September 30,
                                        -------------------------
                                                 2002        2001
Revenues
Consumer telecommunications and television     $524.0      $523.0
Business telecommunications                     226.3       221.7
Broadcast transmission and other                 80.0        71.3
                                        -------------------------
                                                830.3       816.0
Costs and expenses
Operating expenses                              383.6       397.6
Selling, general and administrative expenses    189.9       252.6
                                        -------------------------
                                                573.5       650.2
                                        -------------------------
EBITDA                                          256.8       165.8

Other charges                                    28.5        27.9
Corporate expenses                              290.9         3.7
Non-cash compensation                               -        30.6
Depreciation and amortization                   402.1       597.9
                                        -------------------------
Operating (loss)                              (464.7)     (494.3)

Other income (expense)
nterest income and other, net                    1.6         4.9
Interest expense (contractual $369.2 in 2002) (100.9)     (303.1)
Share of (losses) from equity investments       (3.5)       (3.8)
Foreign currency transaction gains (losses)     22.1       (14.1)
                                        -------------------------
(Loss) before recapitalization items and
income taxes                                  (545.4)     (810.4)
Recapitalization items, net                    (32.6)          -
Income tax benefit                              10.4         1.2
                                        -------------------------
Net (loss)                                   $(567.6)    $(809.2)
                                        =========================

              NTL Communications Corp. and subsidiaries
   Financial Results for the nine months ended September 30, 2002
                           (in $ millions)


                                               Nine Months Ended
                                            September 30,
                                     ----------------------------
                                               2002         2001
Revenues
Consumer telecommunications and television  $1,538.5     $1,537.1
Business telecommunications                    655.6        618.5
Broadcast transmission and other               231.9        207.8
                                     ----------------------------
                                             2,426.0      2,363.4
Costs and expenses
Operating expenses                           1,128.7      1,180.3
Selling, general and administrative
expenses                                       565.6        775.1
                                     ----------------------------
                                            1,694.3      1,955.4
                                     ----------------------------
EBITDA                                         731.7        408.0

Other charges                                   32.2         53.2
Corporate expenses                             301.3         13.8
Non-cash compensation                              -         30.6
Depreciation and amortization                1,096.9      1,877.1
                                     ----------------------------
Operating (loss)                             (698.7)    (1,566.7)

Other income (expense)
Interest income and other, net                  19.7         21.2
Interest expense
(contractual $1,041.8 in 2002)               (652.3)      (895.7)
Share of (losses) from equity investments      (3.0)       (10.7)
Foreign currency transaction gains
(losses)                                      (47.4)         4.3
                                     ----------------------------
(Loss) before recapitalization items
and income taxes                           (1,381.7)    (2,447.6)
Recapitalization items, net                   (95.8)           -
Income tax benefit                             33.0          3.7
                                     ----------------------------
Net (loss)                                $(1,444.5)   $(2,443.9)
                                     ============================
*T



Discussion of Third Quarter Results of NTL Communications Corp.
and subsidiaries

NTL Communications Corp. and subsidiaries is comprised of the
business and operations that are also known as NTL U.K. and
Ireland ('New NTL'). New NTL will be separated from NTL
Incorporated upon the consummation of our recapitalization plan.

New NTL provides a broad range of communication services,
including: (i) consumer telecommunications and television, (ii)
business telecommunications and (iii) broadcast transmission and
other related services. The consumer telecommunications and
television services comprise broadband services to consumer
markets including residential telephone, analog and digital cable
television, narrowband and broadband Internet access, and
interactive services. Business telecommunications consists of
broadband services to business markets, comprising business
telecommunications, national and international carrier
telecommunications, narrowband and broadband Internet services,
and managed network services. The broadcast transmission and
other services include digital and analog television and radio
broadcast transmission services, satellite and media services for
programmers, news agencies, sports broadcasters and production
companies, and tower site rental and associated services to a
variety of carriers operating wireless networks.

As expected, New NTL's growth in 2002 has been curtailed by
funding constraints. Although New NTL's current business plan
includes a reduction in the number of new customers and an
increase in revenue from existing customers, cash constraints
present many challenges to the successful execution of the
business plan. New NTL is conserving cash by minimising capital
expenditure including expenditure to connect new customers to its
network. In order to maintain revenues and cash from operations
while reducing the number of new customers, New NTL must reduce
and limit customer churn. New NTL continues to focus on improving
our customer service and increasing its service offering to
customers in an effort to curtail and reduce churn. New NTL is in
the process of integrating its various billing systems and
customer databases in an effort to improve one of the main tools
it uses to provide customer service. This effort is at an early
stage although four franchise areas have been partially migrated
through September 30, 2002. Although the new system does not yet
support our full suite of services, New NTL expects to
substantially complete the project by the fourth quarter of 2003.
The total project cost is estimated to be approximately
(pound)63.0 million, of which New NTL has incurred approximately
(pound)14.2 million through September 30, 2002. New NTL cannot be
certain that this project will be successful.

If the full integration is not successful, New NTL could
experience an adverse effect on customer service and on its costs
of maintaining these systems going forward.

New NTL's plan to reduce churn and to increase ARPU includes an
increase in broadband services to its existing customers. New NTL
believes that its triple play offering of telephony, broadband
access to the Internet and digital television will continue to
prove attractive to its existing customer base, which will result
in higher ARPU as revenues per existing customer increase.
However, there is still significant competition in New NTL's
markets, through digital satellite and digital terrestrial
television and through alternative Internet access media, such as
DSL offered by BT. If New NTL is unable to charge the prices for
these services in the future that it anticipates in its business
plan in response to competition or if its competition is able to
attract its customers, its results of operations will be
adversely affected.

New NTL currently expects to incur restructuring charges in the
fourth quarter of 2002 of approximately (pound)20 million as part
of its continuing effort to reduce operating costs and re-size
certain business units. The charges will include employee
severance and related costs, and other costs to exit business
activities.

Media speculation regarding New NTL's financial condition and
potential outcomes of the recapitalization process could have an
adverse effect on parts of its business. Similarly, negative
press about the financial condition of alternative telecom
carriers in general may effect its reputation. One of the key
strategies in its business plan is to increase its penetration of
higher value small to medium size enterprises (or SMEs) and
provide increased retail services of bundled voice, data and
Internet services for SMEs.

However, due to the negative publicity surrounding its financial
condition and the effect of that publicity on its brand name, New
NTL has found it difficult to increase market share. New NTL
believes its recapitalization process and the general
unfavourable climate for alternative telecom carriers affected
its revenues in the first nine months of 2002 as prospective
customers began deferring orders beginning in the fourth quarter
of 2001. Even if New NTL successfully completes the
recapitalization process, there is no assurance that the negative
publicity will not adversely impact its results of operations or
have a long-term negative effect on its brand.

In addition, this uncertainty may adversely affect New NTL's
relationships with suppliers. If suppliers become increasingly
concerned about its financial condition, they may demand faster
payments or not extend normal trade credit, both of which could
further adversely affect its cash conservation measures and its
results of operations. However, this did not have a significant
effect on results of operations or cash flows in the first nine
months of 2002.

There can be no assurance that NTL will successfully consummate
the Plan in a timely manner in order to sustain its operations.

Ongoing reviews of certain balance sheet accounts have indicated
that there may be provisions that may no longer be necessary in
light of the resolution of the issues and other liabilities that
such provisions sought to address. The process of making this
determination is expected to be completed in the fourth quarter
of 2002, and could result in at least an approximate (pound)30
million increase in EBITDA for the twelve months ending December
31, 2002.

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires the use of estimates, assumptions and judgements that
have an impact on the assets, liabilities, revenue and expense
amounts reported, as well as disclosures about contingencies,
risk and financial condition.

New NTL's determination of the amount of labor and overhead to
capitalize in connection with the design and installation of
fixed assets, and its recording of provisions for liabilities,
requires the use of such estimates, assumptions and judgements.

As a result of capital constraints imposed on its business, New
NTL has been engaged in a process of reducing its expenditure in
a variety of areas, including those related to expanding its
customer base, and those related to service arrangements with
third parties that provide capital improvements as part of their
services. These measures, as well as the significant
restructuring of New NTL's business in 2002 in terms of headcount
reduction and departmental reorganization, have caused New NTL to
reassess whether for some 2002 expenditures, assumptions and
estimates relating to the allocation of those costs between
capital and operating expense need to be revised.

This study is not sufficiently complete to book any changes, but
is expected to be completed in the fourth quarter of 2002, and
could result in up to an approximate (pound)45 million increase
in expense (and the resulting equivalent reduction in EBITDA and
fixed assets) for the twelve months ending December 31, 2002.

The results of continuing operations on page 9 and 10 for the
three and nine months ended September 30, 2001 includes CWC Off-
Net, which was sold in the fourth quarter of 2001.

Consolidated revenues increased by 1.8% to $830.3 million in the
three months ended September 30, 2002, as compared with $816.0
million in the three months ended September 30, 2001.
Consolidated revenues in U.K. pounds decreased to (pound)534.5
million from (pound)567.3 million.

In the three months ended September 30, 2002 and 2001, the United
Kingdom accounted for 97.1% and 98.2%, respectively and Ireland
accounted for 2.9% and 1.8%, respectively of total consolidated
revenues.

In the three months ended September 30, 2002 and 2001, consumer
telecommunications and television revenues were 63.1% and 64.1%,
respectively, business telecommunications revenues were 27.3% and
27.2%, respectively and broadcast transmission and other revenues
were 9.6% and 8.7%, respectively of total consolidated revenues.


Consumer telecommunications and television revenues increased to
$524.0 million from $523.0 million as a result of changes in
foreign currency exchange rates. These revenues in U.K. pounds
decreased to (pound)337.3 million from (pound)363.6 million. The
decrease in revenues was primarily due to the sale of part of New
NTL's indirect access telephony business in October 2001 that
accounted for (pound)11.7 million of consolidated revenues in the
three months ended September 30, 2001. Consumer
telecommunications and television revenues have also been
affected by a reduction in the customer base due to disconnects,
power telephony usage and fewer premium package television
customers. This decrease was partially offset by price increases
and upselling new services to customers.  Business
telecommunications revenues increased to $226.3 million from
$221.7 million as a result of changes in foreign currency
exchange rates. These revenues in U.K. pounds decreased to
(pound)145.8 million from (pound)154.2 million. In the three
months ended September 30, 2001, New NTL recognized approximately
(pound)8.0 million of deferred revenue due to the termination of
a long-term contract. The reduction in revenue also results from
a lack of major installations and orders and a decline in carrier
revenues as compared to the three months ended September 30,
2001.

Broadcast transmission and other revenues increased to $80.0
million from $71.3 million. These revenues in U.K. pounds
increased to (pound)51.4 million from (pound)49.5 million. The
increase reflects the roll-out of digital radio services around
the U.K. and the increased demand for wireless infrastructure by
wireless services operators. New NTL expects longer term growth
in roadcast services to be driven primarily by contracts related
to the increased demand for wireless infrastructure by wireless
services operators expanding and upgrading their networks for
wireless broadband, the digitalization of analog television and
radio signals and the further development of programming for the
European markets requiring satellite and terrestrial distribution
services.

Operating expenses (including network expenses) decreased to
$383.6 million from $397.6 million primarily as a result of
decreases in telephony interconnection and television programming
costs.

Operating expenses as a percentage of revenues declined to 46.2%
in 2002 from 48.7% in 2001.

Selling, general and administrative expenses decreased to $189.9
million from $252.6 million, which reflects various cost savings
efforts including restructurings announced in the third and
fourth quarters of 2001. Selling, general and administrative
expenses as a percentage of revenues decreased to 22.9% in 2002
from 31.0% in 2001.

Other charges of $28.5 million in the three months ended
September 30, 2002 include asset impairment charges of $26.6
million and restructuring charges of $1.9 million. Other charges
of $27.9 million in the three months ended September 30, 2001
were for information technology integration and for business
rationalization consulting.

Asset impairment charges of $26.6 million in 2002 are non-cash
charges to write-down certain fixed assets of New NTL's consumer
segment to their estimated fair values based on its assessment
that their carrying value was not recoverable. Restructuring
charges of $1.9 million in 2002 include severance and related
expenses of $1.6 million and agreement modification costs of $0.3
million.

Corporate expenses increased to $290.9 million from $3.7 million
as a result of non-cash charges of $287.7 million for allowances
for potentially uncollectable receivables from NTL Incorporated
and certain of its subsidiaries. Corporate expenses would
otherwise have decreased due to a decrease in legal, accounting,
other professional and employee related costs.

New NTL recognized non-cash compensation expense of $30.6 million
in the third quarter of 2001 as a result of a modification of the
expiration date of certain options to purchase NTL Incorporated
common stock.

Depreciation and amortization decreased to $402.1 million from
$597.9 million. Depreciation expense increased to $385.6 million
from $309.6 million primarily due to an increase in depreciation
of telecommunications and cable television equipment.
Amortization expense decreased to $16.5 million from $288.3
million due to the adoption of SFAS No. 142 on January 1, 2002
which ended the amortization of goodwill and other indefinite
lived intangible assets.

Amortization expense in the three months ended September 30,
2001, after deducting the amortization of goodwill and other
indefinite lived intangible assets of $276.1 million, would have
been $12.2 million.

Interest expense decreased to $100.9 million from $303.1 million
as a result of the application of AICPA Statement of Position 90-
7, Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code ("SOP 90-7"). Pursuant to SOP 90-7, interest
expense is included in the results of operations only to the
extent that it will be paid during the proceeding or that it is
probable that it will be an allowed priority, secured or
unsecured claim. In accordance with the Plan, New NTL does not
intend to make future interest payments on its outstanding
publicly traded notes, except notes issued by NTL Triangle (a
non-debtor) and, upon emergence from the Chapter 11 proceedings,
Diamond Holdings Limited. New NTL's contractual interest for the
three months ended September 30, 2002 was $369.2 million. The
increase in contractual interest expense in 2002 as compared with
2001 is primarily due to additional borrowings under credit
facilities and the increase in the accretion of original issue
discount on certain deferred coupon notes subsequent to September
30, 2001. Interest of $178.5 million and $303.2 million was paid
in cash in the three months ended September 30, 2002 and 2001,
respectively.

Foreign currency transaction gains (losses) were gains of $22.1
million in the three months ended September 30, 2002 and losses
of $14.1 million in the three months ended September 30, 2001.
The change is primarily due to the effect of changes in exchange
rates. NTL Communications Corp. and certain of its subsidiaries
have cash, cash equivalents and debt denominated in non-U.S.
dollar currencies that are affected by changes in exchange rates.
In addition, certain of its foreign subsidiaries whose functional
currency is not the U.S. dollar have cash, cash equivalents and
debt denominated in U.S. dollars which are affected by changes in
exchange rates.


Recapitalization items, net, were $32.6 million in the three
months ended September 30, 2002 including $9.5 million for
employee retention related to substantially all of New NTL's U.K.
employees and $23.9 million for financial advisor, legal,
accounting and consulting costs. These costs are net of $0.8
million of interest earned on accumulated cash since the Chapter
11 filing on May 8, 2002. NTL expects to incur approximately
$26.0 million in additional recapitalization costs (exclusive of
U.K. bank facilities amendment fees) until it completes the
process.

Net loss was $567.6 million and $809.2 million in the three
months ended September 30, 2002 and 2001, respectively. This
change was the result of the factors discussed above,
particularly the $271.8 million reduction in amortization expense
and the $202.2 million reduction in interest expense, offset by
the $287.2 million increase in corporate expenses.

NTL Incorporated and subsidiaries

Financial Results for the three months ended September 30, 2002
                (in $ millions except per share data)

-0-
*T
                                           Three Months Ended
                                             September 30,
                                    -----------------------------
                                               2002          2001

Revenues                                     $127.2        $106.4

Costs and expenses
Operating expenses                             66.2          45.7
Selling, general and administrative
expenses                                       35.5          44.0
                                    -----------------------------
                                              101.7          89.7
                                    -----------------------------
EBITDA                                         25.5          16.7

Other charges                                  16.3           3.3
Corporate expenses                              3.2          11.4
Depreciation and amortization                  86.4         142.7
                                    -----------------------------
Operating (loss)                             (80.4)       (140.7)

Other income (expense)
Interest income and other, net                  2.0          11.9
Interest expense (contractual $62.4
in 2002)                                     (36.3)        (51.1)
Share of (losses) from equity investments    (81.4)        (48.2)
Foreign currency transaction gains
(losses)                                       1.6          (5.9)
                                    -----------------------------
(Loss) before recapitalization items,
income taxes and
discontinued operations                     (194.5)       (234.0)
Recapitalization items, net                    10.1             -
Income tax benefit                             14.7          12.7
                                    -----------------------------
(Loss) from continuing operations           (169.7)       (221.3)
Discontinued operations                     (279.1)       (810.2)
                                    -----------------------------
Net (loss)                                  (448.8)     (1,031.5)
Preferred stock dividends (contractual
$87.6 in 2002)                                (1.6)        (88.7)
                                    -----------------------------
Net (loss) available to common
shareholders                               $(450.4)    $(1,120.2)
                                    =============================

Basic and diluted net (loss) per common
share:
(Loss) from continuing operations            $(.62)       $(1.12)
(Loss) from discontinued operations          (1.01)        (2.93)
                                    -----------------------------
Net (loss) per common share                 $(1.63)       $(4.05)
                                    =============================

Weighted average shares                      276.6         276.5
                                    =============================


                  NTL Incorporated and subsidiaries
    Financial Results for the nine months ended September 30,
2002
                (in $ millions except per share data)


                                               Nine Months Ended
                                                 September 30,
                                        -------------------------
                                               2002        2001

Revenues                                      $348.3      $313.1

Costs and expenses
Operating expenses                              170.6       126.6
Selling, general and administrative expenses    120.6       134.5
                                        -------------------------
                                               291.2       261.1
                                        -------------------------
EBITDA                                          57.1        52.0

Other charges                                   31.9         3.3
Corporate expenses                              14.4        33.1
Depreciation and amortization                  218.4       419.9
                                        -------------------------
Operating (loss)                              (207.6)     (404.3)

Other income (expense)
Interest income and other, net                  17.5         9.8
Interest expense (contractual $167.3 in 2002)  (133.2)
(143.3)
Share of (losses) from equity investments     (168.1)     (141.8)
Foreign currency transaction gains (losses)      6.8       (15.4)
                                        -------------------------
(Loss) before recapitalization items, income
taxes and
discontinued operations                       (484.6)     (695.0)
Recapitalization items, net                    (11.6)          -
Income tax benefit                              40.1        38.6
                                        -------------------------
(Loss) from continuing operations             (456.1)     (656.4)
Discontinued operations                     (1,154.7)   (2,447.2)
                                        -------------------------
Net (loss)                                  (1,610.8)   (3,103.6)
Preferred stock dividends (contractual
$279.4 in 2002)                               (143.5)     (229.6)
                                        -------------------------
Net (loss) available to common shareholders$(1,754.3)  $(3,333.2)
                                        =========================
Basic and diluted net (loss) per common
share:
  (Loss) from continuing operations           $(2.17)     $(3.21)
  (Loss) from discontinued operations          (4.17)      (8.88)
                                        -------------------------
  Net (loss) per common share                 $(6.34)    $(12.09)
                                        =========================

  Weighted average shares                      276.6       275.8
                                        =========================
*T

    Discussion of Third Quarter Results of NTL Incorporated
and subsidiaries

NTL Incorporated and subsidiaries is comprised of the business
and operations that are also known as NTL Europe ('Euroco').
Euroco also owns 100% of New NTL, which will be separated from
Euroco upon the consummation of our Plan. On April 2, 2002,
Euroco completed the sale of its Australian broadcast business
(referred to as NTL Australia).

New NTL and NTL Australia are accounted for as discontinued
operations, and accordingly, they are excluded from the results
of continuing operations for the three and nine months ended
September 30, 2002 and 2001.

Giving effect to the split that will occur when the Plan is
consummated, Euroco's principal wholly-owned subsidiaries include
Cablecom in Switzerland and Premium TV Limited in the UK.
Euroco's primary minority-owned affiliates are Noos in France,
iesy in Germany and B2 in Sweden. On November 23, 2001, Euroco's
wholly-owned subsidiary that owned its cable business in France
was merged into Noos. Upon consummation of the Plan, Euroco's
interest in Noos will be distributed to France Telecom as part of
the Plan and in connection with a pledge of Euroco's interest in
Noos.
Cablecom's results of operations in the future are expected to
improve due to the sale of its consumer electronics retail
business which was completed in the fourth quarter of 2002.
Although Cablecom's revenues will be reduced, its operating loss
will also be reduced as a result of the sale.

Cablecom's results of operations may be affected by the
following.
Cablecom is involved in proceedings before the Swiss Price
Regulator who is attempting to regulate the prices charged for
basic television service provided by Cablecom. Cablecom is
currently in negotiations with the Swiss Price Regulator with
respect to a possible settlement of this matter. There can be no
guarantee that these negotiations will be successful. In the
event that Cablecom is unable to reach an acceptable settlement,
the Swiss Price Regulator may choose to issue a final order
requiring Cablecom to lower the prices it currently charges for
basic television service. Cablecom believes that it has a number
of alternatives available to it to prevent or delay such a price
decrease, and intends to enforce vigorously these alternatives.

Revenues increased by 19.6% to $127.2 million in the three months
ended September 30, 2002, as compared with $106.4 million in the
three months ended September 30, 2001. The increase in revenues
is primarily due to improvements in Cablecom's product offerings,
and increases in the number of broadband, digital television and
business customers.

The increase in Cablecom's revenues is also partially a result of
non-recurring items including an inventory sell-off in its
consumer electronics retail stores in the three months ended
September 30, 2002. In the three months ended September 30, 2002
and 2001, Cablecom accounted for 95.4% and 88.7%, respectively of
consolidated revenues.

Revenue in the three months ended September 30, 2001 included
$3.3 million from Euroco's wholly-owned subsidiary that owned its
cable business in France.

Operating expenses (including network expenses) increased to
$66.2 million from $45.7 million primarily as a result of the
increases in Cablecom's product offerings and customers,
including digital services and broadband Internet. The increase
in Cablecom's operating expenses is also partially a result of an
inventory sell-off in its consumer electronics retail stores in
the three months ended September 30, 2002. Cablecom accounted for
86.8% and 84.2%, respectively of consolidated operating expenses.

Selling, general and administrative expenses decreased to $35.5
million from $44.0 million, which reflects various cost savings
efforts including restructurings announced in the third and
fourth quarters of 2001. Selling, general and administrative
expenses as a percentage of revenues decreased to 27.9% in 2002
from 45.8% in 2001.

Other charges of $16.3 million in the three months ended
September 30, 2002 are non-cash charges to write-down certain
long-lived assets to their estimated fair values based on
Euroco's assessment that their carrying value was not
recoverable. These charges include Cablecom goodwill primarily
related to its consumer electronics retail business of $14.1
million and Premium TV other assets of $2.2 million. Other
charges of $3.3 million in the three months ended September 30,
2001 were for information technology integration and for business
rationalization consulting.

Corporate expenses decreased to $3.2 million from $11.4 million.
Corporate expenses in 2001 included a write-down of certain
investments of $4.0 million. The remainder of the decrease was
due to a decrease in legal, accounting and other professional
fees.

Depreciation and amortization decreased to $86.4 million from
$142.7 million. Depreciation expense increased to $53.6 million
from $45.0 million primarily due to an increase in Cablecom's
depreciation of telecommunications and cable television
equipment. Amortization expense decreased to $32.8 million from
$97.7 million due to the adoption of SFAS No. 142 on January 1,
2002 which ended the amortization of goodwill and other
indefinite lived intangible assets.

Amortization expense in the three months ended September 30,
2001, after deducting the amortization of goodwill and other
indefinite lived intangible assets of $82.4 million, would have
been $15.3 million.

Interest expense decreased to $36.3 million from $51.1 million as
a result of the application of AICPA Statement of Position 90-7,
Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code ("SOP 90-7"). Pursuant to SOP 90-7, interest
expense is included in the results of operations only to the
extent that it will be paid during the proceeding or that it is
probable that it will be an allowed priority, secured or
unsecured claim. In accordance with the Plan, Euroco does not
intend to make future interest payments on its outstanding
publicly traded notes. Euroco's contractual interest for the
three months ended September 30, 2002 was $62.4 million. The
increase in contractual interest expense in 2002 as compared with
2001 is primarily due to additional borrowings under credit
facilities subsequent to September 30, 2001. Interest of $41.1
million and $54.9 million was paid in cash in the three months
ended September 30, 2002 and 2001, respectively.

Share of losses from equity investments increased to $81.4
million from $48.2 million in the three months ended September
30, 2002 and 2001, respectively. The 2002 amount includes a non-
cash write-down of Euroco's investment in iesy of $40.6 million.
Euroco reduced its investment in iesy based on its assessment
that the carrying value was not recoverable.

Foreign currency transaction gains (losses) were gains of $1.6
million in the three months ended September 30, 2002 and losses
of $5.9 million in the three months ended September 30, 2001. The
change is primarily due to the effect of changes in exchange
rates on receivables denominated in non-U.S. dollar currencies
held by companies whose functional currency is the U.S. dollar.

Recapitalization items, net was a $10.1 million reversal of
expense in the three months ended September 30, 2002. This
reflects a $12.2 million reduction in Euroco's share of the total
recapitalization costs incurred in the first half of 2002. NTL
expects to incur approximately $26.0 million in additional
recapitalization costs (exclusive of U.K. bank facilities
amendment fees) until it completes the process.

Loss from discontinued operations decreased to $279.1 million in
the three months ended September 30, 2002 from $810.2 million in
the three months ended September 30, 2001. Loss from discontinued
operations includes NTL Communications Corp. and subsidiaries
losses of $279.3 million and $809.4 million in the three months
ended September 30, 2002 and 2001, respectively, and NTL
Australia adjustment to the gain on sale of $0.2 million and loss
of $0.8 million in the three months ended September 30, 2002 and
2001, respectively. The change in the NTL Communications Corp.
and subsidiaries loss is primarily due to a $271.8 million
reduction in amortization expense mostly as a result of the
adoption of SFAS No. 142, and a $202.2 million reduction in
interest expense pursuant to SOP 90-7.

Net loss was $448.8 million and $1,031.5 million in the three
months ended September 30, 2002 and 2001, respectively. This
change was the result of the factors discussed above,
particularly the $531.1 million reduction in loss from
discontinued operations.

APPENDIX

NTL Operating Statistics as of September 30, 2002 (subscriber
totals in thousands)
-0-
*T
                                NTL       NTL  Cablecom   1G/Noos
                               (UK) (Ireland)   (Swiss)  (France)
                          --------- --------- --------- ---------
RESIDENTIAL
Ownership Interest             100%      100%  100% (1)     27.0%

Homes in Franchise        11,411.2     472.8   1,909.4   3,447.0
Homes passed               8,404.1     472.8   1,909.4   2,904.8
Homes marketed (Telco)     7,506.4      40.0         -      10.0
Homes marketed (CATV)      7,733.0     472.8   1,749.5   2,841.6

Customers                  2,667.0     368.0   1,594.7   1,049.2
                          --------- --------- --------- ---------
Dual/Triple RGU            1,907.3       5.9     117.4      83.6
Single RGU                   759.7     362.1   1,477.3     965.6

CATV                       2,065.3     368.0   1,594.7   1,012.0
                          --------- --------- --------- ---------
Digital                    1,207.8      29.0      64.8     375.4
Analog                       857.5     319.4   1,529.9     217.6
Antenna                          -      19.6         -     419.0

Telephone                  2,425.0       5.9         -       2.0

Internet                   1,038.2       3.7     217.7     136.2
                          --------- --------- --------- ---------
Dial-Up (ntlworld + other)   459.8       2.5     100.3         -
Dial-Up (non fee paying)     171.0         -         -         -
Digital TV Access             26.8         -         -         -
Broadband                    380.6       1.2     117.4     136.2

RGUs (TV, Telco, BB)       4,870.9     375.1   1,712.1   1,150.2
Service Units
(TV, Telco, Int)           5,528.5     377.6   1,812.4   1,150.2

RGUs/Customer                 1.83x     1.02x     1.07x    1. 10x
Service Units/Customer        2.07x     1.03x     1.14x    1. 10x

Penetration:
CATV                          26.7%     77.8%     91.2%     35.6%
Telephone                     32.3%     14.8%       --      20.0%
Customer                      34.5%     77.8%     91.2%     36.9%
RGU                           63.0%     79.3%     97.9%     40.5%
Service Unit                  71.5%     79.9%    103.6%     40.5%
Dual / Triple                 71.5%      1.6%      7.4%      8.0%

Quarterly Growth:
Customers                    (29.2)     (3.6)      7.6      13.6
RGUs                          33.3      (1.7)       18      22.7

Off-Net Telephony             97.6       4.2         -         -
                          --------- --------- --------- ---------
Telephone                     22.9         -         -         -
Telephone + Internet          74.7       4.2         -         -
*T

    NTL Operating Statistics as of September 30, 2002 (subscriber
                   totals in thousands) - CONTINUED

                               eKabel       B2
                          (Germany) (Sweden)    Equity      Gross
                          --------- -------- ---------  ---------
RESIDENTIAL
Ownership Interest          32.5%    34.0%

Homes in Franchise          2,800.0    302.4  15,550.2   20,342.8
Homes passed                1,890.2    246.3  12,081.9   15,827.6
Homes marketed (Telco)           -        -   7,549.1    7,556.4
Homes marketed (CATV)       1,890.2    238.6  11,255.1   14,925.7

Customers                  1,289.0     84.9   5,206.1    7,052.7
                          --------- -------- ---------  ---------
Dual/Triple RGU                  -        -   2,051.7    2,114.2
Single RGU                  1,289.0     84.9   3,154.4    4,938.5

CATV                        1,289.0        -   4,565.6    6,329.0
                          --------- -------- ---------  ---------
Digital                          -        -   1,396.8    1,677.0
Analog                     1,289.0        -   3,097.8    4,213.4
Antenna                          -        -     132.7      438.6

Telephone                        -        -   2,431.4    2,432.9

Internet                       0.1     84.9   1,323.8    1,480.8
                          --------- -------- ---------  ---------
Dial-Up (ntlworld + other)       -        -     562.6      562.6
Dial-Up (non fee paying)         -        -     171.0      171.0
Digital TV Access                -        -      26.8       26.8
Broadband                      0.1     84.9     563.4      720.4

RGUs (TV, Telco, BB)       1,289.1     84.9   7,560.5    9,482.3
Service Units
(TV, Telco, Int)           1,289.1     84.9   8,320.9   10,242.7

RGUs/Customer                1.00x    1.00x     1.45x      1.34x
Service Units/Customer        1.00x    1.00x     1.60x      1.45x

Penetration:
CATV                          68.2%      --      40.6%      42.4%
Telephone                       --       --      32.2%      32.2%
Customer                      68.2%    35.6%     46.3%      47.3%
RGU                           68.2%    35.6%    67. 2%      63.5%
Service Unit                  68.2%    35.6%     73.9%      68.6%
Dual / Triple                  0.0%     0.0%     39.4%      30.0%

Quarterly Growth:
Customers                      6.2        5     (18.8)      (0.4)
RGUs                           6.3        5      59.1       83.6

Off-Net Telephony                 -        -     101.8      101.8
                          --------- -------- ---------  ---------
Telephone                        -        -      22.9       22.9
Telephone + Internet             -        -      78.9       78.9

*T


(1) Cablecom has equity interests in 28 cable systems in
Switzerland. The following statistics reflect the proportional
operating data in which Cablecom does not maintain an equity
interest: 186,700 homes passed, 162,800 homes marketed, 154,600
subscribers, 1,500 broadband Internet subscribers and 156,100
RGUs.

CONTACT:  NTL
          US:
          Analysts, Debt and Equity Holders:
          Bret Richter, Senior Vice President Corporate Finance
          And Development

          Tamar Gerber, Director - Investor Relations
          Phone: (+1) 212 906 8440, or via e-mail at
          E-mail: investor_relations@ntli.com

          UK:
          Analysts, Debt and Equity Holders:
          Virginia Ramsden
          Phone: +44 (0)20 7746 6826
          E-mail: investorrelations@ntl.com
          or
          Buchanan Communications
          Richard Oldworth, Mark Edwards or Jeremy Garcia
          Phone: +44 (0)20 7466 5000


                                    ***********

       S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Kimberly MacAdam,
Larri-Nil Veloso and Ma. Cristina Canson, Editors.

Copyright 2002.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$575 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each. For subscription information,
contact Christopher Beard at 240/629-3300.


                  * * * End of Transmission * * *