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                                                                    EXHIBIT 99.2

PROPOSED ACQUISITION BY FRANCE TELECOM S.A. OF INTERESTS IN NTL INCORPORATED

UNDERTAKINGS GIVEN TO THE SECRETARY OF STATE FOR TRADE AND INDUSTRY BY FRANCE
TELECOM S.A.


WHEREAS:

(1)  France Telecom proposes to acquire interests in NTL Incorporated;

(2)  it accordingly appears to the Secretary of State that arrangements are in
     progress or in contemplation which, if carried into effect, will result in
     the creation of a merger situation qualifying for investigation;

(3)  the Secretary of State has power under section 75(1) of the 1973 Act to
     make a merger reference to the Competition Commission;

(4)  the Director General:

     (a)  has made a recommendation to the Secretary of State that such a
          reference should be made; and

     (b)  has under section 75G(1)(c) of the 1973 Act given advice to the
          Secretary of State specifying particular effects adverse to the public
          interest which in his opinion the merger situation qualifying for
          investigation may have or might be expected to have; and

(5)  the Secretary of State considers the undertakings given below by France
     Telecom appropriate to remedy or prevent the effects adverse to the public
     interest specified in the advice given by the Director General;

NOW THEREFORE France Telecom hereby gives to the Secretary of State the
following undertakings for the purpose of remedying or preventing the effects
adverse to the public interest specified in the advice given by the Director
General:


Management of Crown Castle businesses until divestment

1.   From the date of acceptance of these undertakings by the Secretary of
State, France Telecom (except with the prior written consent of the Director
General):

     (1)  will take no action which might:

          (1) lead to integration of any of the Crown Castle businesses into any
          business carried on by France Telecom;
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          (2) lead to co-ordination in the United Kingdom between any of the
          Crown Castle businesses and any business carried on by France Telecom;

          (3) prevent any of the Crown Castle businesses from being carried on
          as a viable business; or

          (4) inhibit or prevent the divestment of any of the Crown Castle
          businesses as a going concern;

     (2)  (except in the ordinary course of business) will not:

          (1) make any loan or give any credit secured on or otherwise in
          relation to any of the Crown Castle businesses;

          (2) dispose or cause any of the Crown Castle companies to dispose of
          any of the assets of any of the Crown Castle businesses;

          (3) create any interest in any of the assets of any of the Crown
          Castle businesses; or

          (4) dispose of any interest in any of the assets of any of the Crown
          Castle businesses;

     (3) will not cause any of the Crown Castle businesses to carry on any
     business except the businesses which it carried on at 16 December 1999;

     (4) will (so far as it is within its power to do so) maintain and preserve
     the assets of each of the Crown Castle businesses; and

     (5) will not exercise any rights which it holds (whether derived from any
     direct or indirect interest which it holds in any of the Crown Castle
     businesses or from any other source) to control or influence the strategic
     commercial conduct of any of the Crown Castle businesses; provided that
     nothing in this sub-paragraph shall prevent France Telecom or any of its
     subsidiaries from exercising:

          (1) any rights which it holds relating to:

               (1) the issuance of new shares or other securities by any of the
               Crown Castle companies;

               (2) change to the rights attaching to the shares or other
               securities in any of the Crown Castle companies;

               (3) change in the control of any of the Crown Castle businesses;
               or

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               (4) any obligation than on an event specified in the Governance

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          Agreement Crown Castle International Corp. shall acquire the interests
of France Telecom     or any of its subsidiaries in Crown Castle UK Holdings
Ltd. or Crown Castle International     Corp.

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          in order and to the extent necessary to protect the value of its
          interest in any of the Crown Castle businesses; or

          (2)  any rights which it holds in order and to the extent necessary to
          facilitate the performance of paragraph 2 of these undertakings.


Divestment of Crown Castle shareholdings

2.   If the qualifying condition is fulfilled, France Telecom will:

     (1) as soon as reasonably practicable procure that all the shares which it
     holds in Crown Castle International and Crown Castle UK are converted or
     caused to be converted into common shares of Crown Castle International;

     (2) as soon as reasonably practicable and in any event not later than 31
     October 2000 consummate a registered public offering (to be conducted by at
     least one investment bank designated by France Telecom and at least one
     investment bank designated by Crown Castle International) of at least such
     number of its common shares in Crown Castle International as will result in
     France Telecom holding on a fully diluted basis no more than 10 percent of
     the common shares in Crown Castle International;

     (3) not later than 30 days after completion of the sale in 2(b) above sell
     any common shares in Crown Castle International as it holds following the
     consummation of the registered public offering to one or more financial
     institutions who shall have been approved in writing by the Director
     General on terms that each of those institutions agrees:

          (1) not to sell

               (1) until the conclusion of the first year following the sale
               except with the consent of Crown Castle International; and

               (2) thereafter until the conclusion of the second year following
               the sale except with the consent of France Telecom -

          any of the common  shares in Crown Castle International which it
          acquires pursuant to the sale;

          (2) if the shares have not already been sold by the end of the second
          year following the sale, to sell all the common shares in Crown Castle
          International which it acquires pursuant to the sale promptly at the
          request of Crown Castle International; and

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          (3) to grant to Crown Castle International the right to exercise or
          cause to be exercised on all matters submitted to the shareholders
          voting rights in relation to all of the common shares in Crown Castle
          International which it acquires pursuant to the sale in proportion to
          the votes cast by the other holders of common shares in Crown Castle
          International; and

     (4) will following the sale referred to in sub-paragraph (c) retain no
     voting rights with respect to any common share in Crown Castle
     International.

Provided that nothing in sub-paragraphs (b) and (c) shall prevent France Telecom
from selling any shares at an earlier date to a buyer approved in writing by
Crown Castle International and the Director General.

3.   (a)  At all times after the disposals referred to in paragraphs 2(b), 2(c)
and the proviso to paragraph 2 while the qualifying condition is fulfilled
France Telecom (except with the prior written consent of the Director General)
will not directly or indirectly:

          (1) hold any interest in any of the Crown Castle businesses; or

          (2) hold any option which confers on France Telecom any direct or
          indirect interest in any of the Crown Castle businesses;

     (2) At all times after the qualifying condition is fulfilled France Telecom
     (except with the prior written consent of the Director General) will
     procure that no director or employee of France Telecom holds any
     directorship or managerial position in any undertaking having control of or
     carrying on any of the Crown Castle businesses and will not nominate any
     person to any such directorship or managerial position; and

     (3) At all times after the qualifying condition is fulfilled France Telecom
     (except with the prior written consent of the Director General) will not
     participate in the formulation of or influence or attempt to influence the
     policy of any person having control of or carrying on any of the Crown
     Castle businesses.

4.   France Telecom will not at any time while the qualifying condition is
fulfilled (except in the ordinary course of business or with the prior written
consent of the Director General) directly or indirectly acquire any assets of
any of the Crown Castle businesses.


Compliance

5.   France Telecom will procure that each of its subsidiaries complies with
these undertakings as if it had given them.

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6.   France Telecom will forthwith provide to the Director General such
information as he may from time to time reasonably require for the purpose of
monitoring compliance by France Telecom and its subsidiaries with these
undertakings.

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7.   France Telecom will comply with such written directions as the Director
General may from time to time give to take such steps within its competence as
may be specified or described in the directions for the purpose of carrying out
or securing compliance with these undertakings.


INTERPRETATION

For the purposes of these undertakings:

     "the 1973 Act" means the Fair Trading Act of 1973;

     "business" has the meaning given by section 137(2) of the 1973 Act;

     "control" is to be construed in accordance with section 65 of the 1973 Act,
     and a person shall be deemed to have control of a body corporate if he
     holds or has an interest in shares of that body corporate amounting to 10
     percent of its issued share capital or carrying an entitlement to vote at
     its meetings amounting to 10 percent of the total number of votes which may
     be cast at such meetings;

     "the Crown Castle businesses" means the businesses carried on at 16
     December 1999 by the Crown Castle companies;

     "Crown Castle UK" means Crown Castle UK Ltd.;

     "Crown Castle International" means Crown Castle International Corp.;

     "the Crown Castle companies" means Crown Castle UK Holdings Ltd., Crown
     Castle UK Ltd. and Crown Castle International Corp.;

     "the Director General" means the Director General of Fair Trading;

     "France Telecom" means France Telecom S.A.;

     "the Governance Agreement" means the Governance Agreement made in respect
     of Crown Castle International Corp. on 21 August 1998;

     "interest" includes shares, an interest in shares and any other interest
     carrying an entitlement to vote at meetings of shareholders, and an
     interest in shares includes an entitlement by a person other than the
     registered holder to exercise any right conferred by the holding of those
     shares and an entitlement to control the exercise of any such right;

     "the qualifying condition" is that:

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          (a) France Telecom has acquired any interest in NTL Incorporated which
     it proposed on 16 December 1999 to acquire; and

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          (b) France Telecom has not informed the Director General in writing
     that it does not propose to acquire any interests in NTL Incorporated which
     it proposed on 16 December 1999 to acquire;

     "the Secretary of State" means the Secretary of State for Trade and
     Industry;

     "the strategic commercial conduct of any of the Crown Castle businesses"
     means:

          (1) the making or amendment of the business plan;

          (c) any reorganisation or change in the nature or scope of business
     from that set out in the business plan;

          (2) the making or approval of the annual budget;

          (d) the entry into any joint venture, partnership or strategic
     alliance; and

          (3) the making of any acquisition or disposal of an asset having a
     market value in excess of (Pounds)10 million; and

     "subsidiary" has the meaning given by section 736(1) of the Companies Act
     1985 as substituted by section 144(1) of the Companies Act of 1989.



On behalf of France Telecom:  May 4, 2000.


Signed          /s/  (director)


(Eric Bouvier, signed under a power of attorney granted by Michel Bon, chairman
of France Telecom)

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