content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                    JUNE 30, 1999
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 33-83740
  
                          DIAMOND CABLE COMMUNICATIONS PLC
               (Exact name of registrant as specified in its charter)
  
  
       England and Wales                                          N/A
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
       Diamond Plaza, Daleside Road
       Nottingham NG2 3GG, England                                N/A
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                    (Zip code)
  
                                   44-115-952-2222
  --------------------------------------------------------------------------------
  
                (Registrant's telephone number, including area code)
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the  preceding 12 months (or for such  shorter  period that the  registrant  was
  required  to file  such  reports),  and  (2) has  been  subject  to such  filing
  requirements for the past 90 days.
  
           Yes _X_                                          No ___
  
                             --------------------------
  
  The number of shares  outstanding  of the  Registrant's  Ordinary  Shares of 2.5
  pence each outstanding as of June 30, 1999 was 59,138,791.  The Registrant is an
  indirect, wholly owned subsidiary of NTL Incorporated and there is no market for
  the Registrant's shares.
  
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Statements of
                      Operations for the Six and Three months ended
                      June 30, 1999 and 1998 (Unaudited).......................2
  
                      Condensed Consolidated Balance Sheets as of
                      June 30, 1999 (Unaudited) and December 31, 1998..........3
  
                      Condensed Consolidated Statement of
                      Shareholders' Deficiency for the Six months
                      ended June 30, 1999 and 1998 (Unaudited).................4
  
                      Condensed Consolidated Statements of Cash Flows for
                      the Six months ended June 30, 1999 and 1998 (Unaudited)..5
  
                      Notes to the Condensed Consolidated
                      Financial Statements (Unaudited).....................6 - 8
  
            Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations.................9 - 13
  
            Item 3.   Quantitative and Qualitative Disclosures About
                      Market Risk.............................................14
  
  Part II.  OTHER INFORMATION
  
            Item 6.   Exhibits and Reports on Form 8-K........................14
  
            SIGNATURES........................................................15
  
  <PAGE>
  
  PART I    FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                     Six Months Ended                         Three Months Ended
                                                         June 30,                                  June 30,
                                                 1999                 1998                1999                 1998
                                         -------------------- -------------------- ------------------- --------------------
                                                                    (in (UK Pound)000's)
  <S>                                     <C>                   <C>                 <C>                  <C>
  Revenues
     Business telecommunications.......      (UK Pound)11,393      (UK Pound)8,999     (UK Pound)5,660      (UK Pound)4,667
     Residential telephone.............                29,581               20,831              15,175               10,991
     Cable television..................                14,895               11,356               7,731                5,897
                                         -------------------- -------------------- ------------------- --------------------
                                                       55,869               41,186              28,566               21,555
                                         -------------------- -------------------- ------------------- --------------------
  
  Operating costs and expenses
     Telephone.........................               (11,480)              (7,921)             (5,899)              (4,183)
     Programming.......................                (8,026)              (6,191)             (4,094)              (3,166)
     Selling, general and                             (21,338)             (17,924)            (10,315)              (9,195)
       administrative..................
     Depreciation and amortization.....               (27,768)             (19,650)            (15,200)             (10,330)
     Other expenses (Note 3)...........                (8,893)                                    (360)
                                         -------------------- -------------------- ------------------- --------------------
                                                      (77,505)             (51,686)            (35,868)             (26,874)
                                         -------------------- -------------------- ------------------- --------------------
  
  Operating loss.......................               (21,636)             (10,500)             (7,302)              (5,319)
  
  Interest income......................                 5,388                6,881               3,027                3,875
  Interest expense and amortization of
     debt discount and expenses........               (47,954)             (40,415)            (24,509)             (21,456)
  Foreign exchange gains/(losses),                    (34,864)              10,165             (14,868)              (2,332)
     net...............................
  Unrealized gain on derivative
     financial instruments.............
  Realized gain on derivative                                                  412                                    2,302
     financial instruments.............
                                         -------------------- -------------------- ------------------- --------------------
  
  Net loss.............................     ((UK Pound)99,066)   ((UK Pound)33,457)  ((UK Pound)43,652)   ((UK Pound)22,930)
                                         ==================== ==================== =================== ====================
  </TABLE>
  
  See accompanying notes.
  
                                          2
  
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                             June 30,          December 31, 1998
                                                                               1999
                                                                       -------------------- -----------------------
                                                                         (in (UK Pound)000's, except share data)
  <S>                                                                   <C>                    <C>
  Assets
  Current assets
      Cash and cash equivalents.....................................      (UK Pound)212,940      (UK Pound)164,738
      Trade receivables - less allowance for doubtful accounts of
         (UK Pound)4,079 (1999) and (UK Pound)4,775 (1998)                           11,458                  9,873
      Other assets..................................................                  4,582                  2,229
                                                                       -------------------- ----------------------
  
  Total current assets..............................................                228,980                176,840
  
  Deferred financing costs (less accumulated amortization of
      (UK Pound)6,032 at June 30, 1999 and (UK Pound)4,830                           19,120                 20,322
      at December 31, 1998).........................................
  Property and equipment (note 4)...................................                494,332                465,866
  Goodwill (less accumulated amortization of (UK Pound)18,188
      at June 30, 1999 and (UK Pound)15,764 at                                       78,771                 81,196
      December 31, 1998.............................................
  Franchise costs (less accumulated amortization of (UK Pound)234
      at June 30, 1999 and (UK Pound)219 at December 31, 1998                           382                    397
                                                                       -------------------- ----------------------
         Total assets...............................................      (UK Pound)821,585      (UK Pound)744,621
                                                                       ==================== -=====================
  
  Liabilities and shareholders' (deficiency)
  Current liabilities
      Accounts payable..............................................       (UK Pound)26,719       (UK Pound)28,514
      Accounts payable deposit (note 5).............................                101,709
      Current portion of long-term debt.............................                  2,455                  2,135
      Other liabilities.............................................                 23,285                 20,411
                                                                       -------------------- ----------------------
         Total current liabilities..................................                154,168                 51,060
  Senior discount notes.............................................                662,217                592,763
  Senior notes......................................................                204,711                201,154
  Capital lease obligations.........................................                  3,639                  5,002
  Mortgage loan.....................................................                  2,245                  2,338
  
  Shareholders' (deficiency):
      Ordinary shares (70,000,000 authorized; 59,138,791 issued)                      1,478                  1,478
      Non-voting deferred shares (6 shares authorized and issued)
      Additional paid-in capital....................................                134,466                134,466
      Accumulated other comprehensive (loss)........................                                        (1,367)
      Accumulated deficit...........................................               (341,339)              (242,273)
                                                                       -------------------- ----------------------
                                                                                   (205,395)              (107,696)
                                                                       -------------------- ----------------------
  Total liabilities and shareholders' (deficiency)..................      (UK Pound)821,585      (UK Pound)744,621
                                                                       ==================== -=====================
  </TABLE>
  
  Note:  The balance  sheet at December 31, 1998 has been derived from the audited
  financial statements at that date.
  
  See accompanying notes.
  
                                          3
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
           CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIENCY)
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                                                          Accumulated
                                                                                       Additional           other
                                                                  Non-voting              Paid          comprehensive
                                        Ordinary Shares         deferred shares        in-capital        (loss)/gain
                                        ---------------         ---------------        ----------        -----------
                                                              (in 000's except share data)
                                  Number                          Number
  <S>                           <C>            <C>                <C>     <C>       <C>                <C>
  Balance at January 1, 1999.   59,138,791     (UK Pound)1,478       6     --      (UK Pound)134,466   ((UK Pound)1,367)
  Unrealized gain on
    securities...............           --                  --      --     --                     --              1,367
  Net loss...................           --                  --      --     --                     --                 --
                                ----------     ---------------     ---    ---      -----------------   ----------------
  Balance at June 30, 1999...   59,138,791     (UK Pound)1,478       6     --      (UK Pound)134,466    (UK Pound)
                                ==========     ===============     ===    ===      =================   ================
  </TABLE>
  
  
  <TABLE>
  <CAPTION>
                                                               Total
                                     Accumulated           Shareholders'
                                       Deficit                Deficit
                                       -------                -------
  <S>                            <C>                  <C>
  Balance at January 1, 1999.    ((UK Pound)242,273)   ((UK Pound)107,696)
  Unrealized gain on
    securities...............                    --                 1,367
  Net loss...................               (99,066)              (99,066)
                                 ------------------    ------------------
  Balance at June 30, 1999...    ((UK Pound)341,339)   ((UK Pound)205,395)
                                 ==================    ==================
  </TABLE>
  
  
  See accompanying notes.
  
                                          4
  
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                                       Six Months Ended June 30,
                                                                                      1999                  1998
                                                                              --------------------- ---------------------
                                                                                              (in 000's)
  
  <S>                                                                          <C>                    <C>
  Net cash provided by operating activities................................       (UK Pound)107,116      (UK Pound)15,637
                                                                              --------------------- ---------------------
  
  Investing Activities
     Purchase of property and equipment....................................                 (57,469)              (64,973)
     Proceeds from disposition of assets...................................                      12                    65
                                                                              --------------------- ---------------------
         Net cash used in investing activities.............................                 (57,457)              (64,908)
                                                                              --------------------- ---------------------
  
  Financing Activities
     Proceeds of issue of debt.............................................                                       202,381
     Debt financing costs..................................................                                        (6,527)
     Repayment of debt.....................................................                    (108)                  (21)
     Capital element of capital lease repayments...........................                  (1,349)               (1,122)
                                                                              --------------------- ---------------------
  
         Net cash (used in) provided by financing activities...............                  (1,457)              194,711
                                                                              --------------------- ---------------------
  
  Net increase in cash and cash equivalents................................                  48,202               145,440
  Cash and cash equivalents at beginning of period.........................                 164,738                75,680
                                                                              --------------------- ---------------------
  
  Cash and cash equivalents at end of period...............................       (UK Pound)212,940     (UK Pound)221,120
                                                                              ===================== =====================
  </TABLE>
  
  
  See accompanying notes.
  
                                          5
  
  <PAGE>
  
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   Basis of Presentation
  
       Diamond Cable  Communications  Plc (the  "Company") owns and operates cable
       television and  telecommunications  systems through its  subsidiaries.  The
       accompanying  unaudited condensed  consolidated financial statements of the
       Company and its subsidiaries (the "Group") have been prepared in accordance
       with U.S.  generally accepted  accounting  principles for interim financial
       information  and  with the  instructions  to Form  10-Q  and Rule  10-01 of
       Regulation S-X. Accordingly, they do not include all of the information and
       footnotes required by generally accepted accounting principles for complete
       financial statements.  The consolidated  financial statements are stated in
       pounds sterling ((UK Pound)). In the opinion of management, all adjustments
       (consisting of normal recurring accruals)  considered  necessary for a fair
       presentation  have been included.  Operating  results for the six and three
       months ended June 30, 1999 and 1998 are not  necessarily  indicative of the
       results  that may be expected for the year ending  December  31, 1999.  For
       further  information,  refer to the consolidated  financial  statements and
       footnotes  thereto included in the Company's Annual Report on Form 10-K for
       the year ended December 31, 1998.
  
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments and Hedging Activities," which is required to be adopted by the
       Company effective January 1, 2001. The Company is evaluating the impact the
       adoption of SFAS No. 133 will have on its earnings and financial position.
  
  2.   Comprehensive loss
  
       Comprehensive loss for the six and three-month periods to June 30, 1999 and
       1998 was (UK Pound)(97,699), (UK Pound)(44,253), (UK Pound)(35,158) and (UK
       Pound)(22,590), respectively.
  
  3.   NTL Incorporated Acquisition
  
       On March 8, 1999,  the share  exchange  whereby  all of the  holders of the
       Company's  ordinary and deferred  shares  exchanged  their shares for newly
       issued common stock of NTL Incorporated ("NTL") was completed. As a result,
       the Company became a wholly-owned  subsidiary of NTL. Other expenses of (UK
       Pound)8.9  million  consist of costs incurred in connection  with the Share
       Exchange  Agreement,  including  fees  paid to  Goldman,  Sachs  & Co.  and
       Columbia  Management  for their  role as joint  financial  advisors  to the
       Company in examining  potential business  opportunities and other strategic
       alternatives leading up to the share exchange.
  
       In connection  with the provisions of the indentures  pursuant to which the
       Company's debt securities were issued,  the Company was required to make an
       offer  to  repurchase  such  debt  securities  at a price  of 101% of their
       accreted  value or principal  amount  following a "change of control."  The
       Company  commenced  offers to repurchase its outstanding debt securities on
       April 1, 1999.  The offers  expired on April 30, 1999. The Company paid (UK
       Pound)66,000 to repurchase the tendered debt securities.
  
                                          6
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                     (Unaudited)
  
  4.   Property and Equipment
  
       Property and equipment consists of:
  
  
  <TABLE>
  <CAPTION>
                                                                  June 30,            December 31,
                                                                    1999                  1998
                                                            --------------------  --------------------
                                                                (unaudited)
  <S>                                                        <C>                   <C>
  Land and Buildings...................................          (UK Pound)7,963       (UK Pound)7,483
  Cable Network........................................                  589,411               538,472
  Office Equipment.....................................                   13,795                11,637
  Motor Vehicles.......................................                    1,157                   961
                                                            --------------------  --------------------
                                                                         612,326               558,553
  Accumulated depreciation.............................                 (117,994)              (92,687)
                                                            --------------------  --------------------
                                                               (UK Pound)494,332     (UK Pound)465,866
                                                            ====================  ====================
  </TABLE>
  
  5.   Joint Purchasing Alliance Agreement
  
       The Company and NTL entered into a Joint Purchasing Alliance Agreement (the
       "Alliance  Agreement") on March 5, 1999, pursuant to which the Company acts
       as purchasing agent on behalf of a number of subsidiaries of NTL. Under the
       terms of the Alliance  Agreement,  on March 8, 1999, the Company received a
       deposit of (UK Pound)137  million from various  subsidiaries  of NTL. Funds
       held by the  Company  under the  Alliance  Agreement  are  recorded  on the
       balance sheet as Cash and Cash Equivalents and Accounts Payable-Deposits.
  
  6.   Summarized Financial Information
  
       On  February  6,  1998,  Diamond  Holdings  plc  ("Diamond  Holdings"),   a
       subsidiary of the Company, issued (UK Pound)135,000,000 principal amount of
       its 10% Senior Notes due February 1, 2008 and $110,000,000 principal amount
       of its 9 1/8%  Senior  Notes  due  February  1, 2008  (together,  the "1998
       Notes".) The 1998 Notes have been fully and  unconditionally  guaranteed by
       the Company as to  principal,  interest and other amounts due. Net proceeds
       received by Diamond  Holdings  amounted to  approximately  (UK  Pound)195.0
       million after issuance costs of approximately (UK Pound)7.0 million.
  
       The following table presents summarized  consolidated financial information
       for Diamond Holdings as of and for the six months ended June 30, 1999. This
       summarized financial information is being provided pursuant to Section G of
       Topic  1  of  Staff  Accounting  Bulletin  No.   53--"Financial   Statement
       Requirements in Filings Involving the Guarantee of Securities by a Parent".
       The Company will continue to provide such summarized financial  information
       for Diamond  Holdings for as long as the 1998 Notes remain  outstanding and
       guaranteed by the Company.
  
                                          7
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                        Diamond Holdings plc (note a)
                                              --------------------------------------------------
                                                     Six months
                                                        ended                   Year ended
                                                      June 30,                 December 31,
                                                        1999                       1998
                                              -------------------------    ---------------------
                                                                (in thousands)
  <S>                                           <C>                      <C>
  Summarized Consolidated Income
  Statement Information
  Revenue.....................................         (UK Pound)55,869         (UK Pound)88,756
  Operating costs and expenses................                   69,120                  105,914
  Net loss for the period.....................        ((UK Pound)94,115)       ((UK Pound)87,556)
                                              =========================    =====================
  
                                                      June 30,                 December 31,
                                                        1999                       1998
                                              -------------------------    ---------------------
                                                                (in thousands)
  Summarized Consolidated Balance Sheet
  Information
  Fixed and noncurrent assets.................        (UK Pound)579,421        (UK Pound)553,740
  Current assets..............................                   19,956                  148,415
                                              -------------------------    ---------------------
  Total assets................................        (UK Pound)599,377        (UK Pound)702,155
                                              =========================    =====================
  
  Current liabilities.........................         (UK Pound)51,352         (UK Pound)48,030
  Noncurrent liabilities......................                  836,718                  849,750
  Shareholders deficit........................                 (288,693)                (195,625)
                                              -------------------------    ---------------------
  Total liabilities and shareholders interest.        (UK Pound)599,377        (UK Pound)702,155
                                              =========================    =====================
  <FN>
  (a)  Diamond   Holdings  was   incorporated  on  December  15,  1997  and  is  a
       wholly-owned,  direct  subsidiary of Diamond Cable  Communications  Plc. On
       January 16, 1998 Diamond Holdings became the  intermediate  holding company
       which  holds  all of the  shares  of all Group  companies.  The  Summarized
       Financial Information shows operating results as if Diamond Holdings became
       the intermediate holding company on January 1, 1998.
  </FN>
  </TABLE>
  
                                          8
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
            FINANCIAL CONDITION
  
  Liquidity and Capital Resources
  
  The Group's cash and funding requirements historically have been met principally
  through the issuance of the Company's  senior  discount notes in September 1994,
  December 1995 and February 1997 (collectively, the "Discount Notes"), as well as
  from equity  capital,  advances from its  shareholders,  and from bank and lease
  financing.  In February  1998, a subsidiary  of the Company,  Diamond  Holdings,
  issued the 1998 Notes,  raising  net  proceeds of  approximately  (UK  Pound)195
  million.  The  1998  Notes  are  guaranteed  by the  Company  as to  payment  of
  principal,  interest and any other amounts due. In connection  with the issuance
  of the 1998 Notes, the Group terminated its existing bank facility.  The further
  development   and   construction   of   the   Group's   cable   television   and
  telecommunications  network will require  substantial  capital  investment.  The
  Group expects the network to be substantially  completed by the end of 2004. The
  Company currently  estimates that the additional capital  expenditures from July
  1, 1999 required for the Group to substantially complete construction sufficient
  to satisfy its aggregate  milestone  obligations of  approximately  1.02 million
  premises  (including   estimated   subscriber   connection   expenses)  will  be
  approximately (UK Pound)265 million, although further capital expenditures would
  be required to substantially complete the network. These expenditures could vary
  significantly  depending  on the number of customers  actually  connected to the
  network, the availability of construction  resources,  the impact of competition
  from  other  cable  or  telecommunications   operators  or  television  delivery
  platforms,  the pace of the  Group's  construction  program  and other  factors,
  including those described below.
  
  At June 30, 1999, the Group had constructed  and activated a network  consisting
  approximately 74% of its aggregate milestones. The Group estimates that existing
  cash  resources  and  estimated  future  cash  flows  from  operations  will  be
  sufficient to complete the  construction and activation of its network to almost
  85% of its aggregate final  milestones,  which level the Group estimates it will
  achieve in the 3rd  quarter of 2000.  Thereafter,  the Group will be required to
  obtain further debt and/or equity financing to complete construction  sufficient
  to satisfy its aggregate milestones. To the extent that (i) the amounts required
  to construct the Group's  network to meet its  milestones  exceed its estimates,
  (ii) the  Group's  cash  flow  does not meet  expectations  or (iii)  the  Group
  continues its construction of the network beyond its milestone obligations,  the
  amount of further debt and/or equity financing required will increase. There can
  be no assurance that any such debt or equity  financing will be available to the
  Group on acceptable commercial terms or at all.
  
  Results of  Operations  for the Six and Three Month  Periods Ended June 30, 1999
  and 1998
  
  Revenues
  
  Total  revenues were (UK Pound)55.9  million and (UK Pound)28.6  million for the
  six and three  month  periods  respectively  to June 30,  1999  compared  to (UK
  Pound)41.2 million and (UK Pound)21.6 million,  respectively, for the comparable
  periods in 1998, representing increases of 36% and 32% respectively. This growth
  is  attributable  to increases  in revenues in all three of the group's  primary
  lines of business.
  
  Business  Telecommunications.  Business  telecommunications  revenues  were  (UK
  Pound)11.4 million and (UK Pound)5.7 million for the six and three month periods
  respectively  to  June  30,  1999  compared  to (UK  Pound)9.0  million  and (UK
  Pound)4.7 million for the comparable periods in 1998,  representing increases of
  27% and 21%,  respectively.  The growth in reported revenues is due primarily to
  an increase in the number of business lines installed to 45,097 at June 30, 1999
  from 33,947 at June 30, 1998,  an increase of 33%. The average  monthly  revenue
  per line  decreased to (UK  Pound)40.67  in the six months to June 30, 1999 from
  (UK  Pound)44.50  in the  comparable  period in 1998.  The decrease was due to a
  combination  of, (i)  continued  increases  in centrex  lines which have a lower
  average revenue per line than other business  customer lines and (ii) reductions
  in certain  tariffs in response to price  reductions by  competitors,  offset in
  part by  increased  call usage per line.  The  Company  may lower  prices in the
  future if necessary for competitive reasons.
  
  Residential  Telephone.  Residential  telephone  revenues  were  (UK  Pound)29.6
  million  and  (UK  Pound)15.2  million  for the six  and  three  month  periods,
  respectively  to June  30,  1999  compared  to (UK  Pound)20.8  million  and (UK
  Pound)11.0 million for the comparable periods in 1998,
  
                                          9
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  representing increases of 42% and 38%,  respectively.  The growth in residential
  telephone  revenue is due primarily to an increase in the number of  residential
  telephone  lines to 261,265  at June 30,  1999 from  197,369  at June 30,  1998,
  representing  an  increase  of 32%.  Average  monthly  revenue  per line was (UK
  Pound)19.46 and (UK Pound)19.38 in the six and three month periods, respectively
  to June 30, 1999 and (UK Pound)18.77 and (UK  Pound)18.76,  respectively for the
  comparable  periods in 1998. The increase in average revenues was largely due to
  increased call usage  (particularly  in calls to mobile  telephones and internet
  service providers) which outweighed  reductions in incoming  termination tariffs
  during 1998 and the first six months of 1999.
  
  Cable Television.  Cable television revenues were (UK Pound)14.9 million and (UK
  Pound)7.7  million for the six and three month periods  respectively to June 30,
  1999,  compared  to (UK  Pound)11.4  million and (UK  Pound)5.9  million for the
  comparable periods in 1998,  representing increases of 31% in both periods. This
  growth in cable  television  revenue  was  primarily  due to an  increase in the
  number of the Company's cable  television  subscribers  which rose to 147,332 at
  June 30, 1999 from 98,694 at June 30 1998,  an  increase of 49%.  The  Company's
  average monthly  revenue per subscriber has been reduced during 1999,  being (UK
  Pound)17.90  and (UK  Pound)17.16  for the six and three months to June 30, 1999
  respectively, compared to (UK Pound)19.88 and (UK Pound)19.81 for the comparable
  periods in 1998.  This is due to the  availability  of lower  priced entry level
  packages for new subscribers and a reduction in the number of subscribers taking
  premium channels.
  
  Operating Costs and Expenses
  
  Telephone expenses,  consisting  principally of interconnect  charges payable to
  BT,  Mercury,  Energis  and  Global  One were  (UK  Pound)11.5  million  and (UK
  Pound)5.9 million for the six and three month periods,  respectively to June 30,
  1999, and (UK Pound)7.9  million and (UK Pound)4.2 million for the six and three
  month  periods,  respectively  to June 30,  1998.  As a  percentage  of combined
  business  telecommunications  and residential  telephone revenues,  these direct
  costs increased to 28% in the six and three-month  periods to June 30, 1999 from
  27% for the  comparable  periods in 1998 due  primarily  to volume  increases in
  lower margin tariff streams such as mobile communications and internet access.
  
  Direct costs for cable  television  programming,  which generally  depend on the
  number of subscribers and per-subscriber rates charged by programming suppliers,
  were (UK Pound)8.0 million and (UK Pound)4.1 million for the six and three month
  periods, respectively to June 30, 1999 compared to (UK Pound)6.2 million and (UK
  Pound)3.2  million for the comparable  periods in 1998. As a percentage of cable
  television  revenues,  these direct  costs  decreased to 54% from 55% in the six
  month periods to June 30, 1999 and 1998, respectively and to 53% from 54% in the
  three month periods ended June 30, 1999 and 1998 respectively.  The decrease was
  in large part due to an increased proportion of subscribers on high margin basic
  entry level packages and a reduction in the number of subscribers taking premium
  channels.
  
  Selling, general and administrative expenses were (UK Pound)21.3 million and (UK
  Pound)10.3 million, respectively for the six and three month periods to June 30,
  1999 and (UK  Pound)17.9  million and (UK Pound)9.2  million for the  comparable
  periods in 1998. The increase was due to higher  administration  and sales force
  costs  associated  with the  expansion of the Company's  business  together with
  additional LDL costs which  commenced in 1999. As a percentage of total revenues
  however,  these costs  decreased  to 38% and 36%,  respectively  for the six and
  three month periods to June 30, 1999 from 44% and 43% in the comparable  periods
  in 1998.
  
  Depreciation and amortization expenses increased by 41% and 47% respectively for
  the six and three month periods to June 30, 1999 from the comparable  periods in
  1998.  This increase was  attributable  to the increasing  cost of the Company's
  network and the related additional depreciation.
  
  Other expenses of (UK Pound)8.9 million and (UK Pound)0.4 million in the six and
  three month periods to June 30, 1999 relate to costs incurred in connection with
  the Share Exchange  Agreement,  including fees paid to Goldman,  Sachs & Co. and
  Columbia Management for their role as joint financial advisors to the Company in
  examining  potential  business  opportunities  and other strategic  alternatives
  leading up to the share exchange.
  
                                         10
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Interest Expense
  
  Interest  expense was (UK Pound)48.0  million and (UK Pound)24.5  million in the
  six and three-month periods ended June 30, 1999,  respectively,  compared to (UK
  Pound)40.4 million and (UK Pound)21.5 million in the comparable periods in 1998.
  The  increase is due  primarily to the  accretion  on the Discount  Notes of (UK
  Pound)36.6 million and (UK Pound)18.8 million in the six and three-month periods
  to June 30, 1999 compared to (UK Pound)31.1  million and (UK Pound)15.9  million
  respectively in the comparable periods in 1998 and interest on the 1998 notes of
  (UK  Pound)9.9  million  and (UK  Pound)5.0  million in the six and  three-month
  periods ended June 30, 1999 respectively,  compared to (UK Pound)7.9 million and
  (UK  Pound)4.9  million  in  the  comparable   periods  in  1998.  In  addition,
  amortization  of  debt  financing  costs  was  (UK  Pound)1.2  million  and  (UK
  Pound)600,000  in  the  six  and  three  month  periods  ended  June  30,  1999,
  respectively,  compared to (UK Pound)1.0 million and (UK  Pound)600,000,  in the
  comparable period in 1998.
  
  Foreign Exchange
  
  A substantial  portion of the Group's  existing debt obligations are denominated
  in U.S.  dollars,  while the Group's  revenues and accounts  are  generated  and
  stated in pounds sterling.  During the six and three months ended June 30, 1999,
  the Group recorded a net foreign exchange loss of (UK Pound)34.9 million and (UK
  Pound)14.9  million,  respectively,  primarily due to the  unrealized  losses on
  translation  of its liability on the Discount  Notes and 1998 Notes.  During the
  six and three  months ended June 30,  1998,  the Group  recognized a net foreign
  exchange gain of (UK Pound)10.2  million and a net foreign  exchange loss of (UK
  Pound)2.3  million,  respectively,  primarily due to the  unrealized  losses and
  gains on translation of its liability on the Discount Notes and 1998 Notes.
  
  Derivative Financial Instruments
  
  The Company entered into a foreign  exchange  forward  contract on June 23, 1997
  for  settlement  on June 25,  1998 to sell  (UK  Pound)50  million  at a rate of
  $1.6505 to (UK Pound)1. The Company also entered into a foreign exchange forward
  contract on June 27, 1997 for  settlement  on July 1, 1998 to sell (UK  Pound)50
  million at a rate of $1.6515 to (UK  Pound)1.  On June 16,  1998 two  offsetting
  agreements were entered into at rates of $1.6326 and $1.6322 to (UK Pound)1. The
  offsetting  contracts  were  settled  on June 17,  1998  with a  payment  of (UK
  Pound)1.1  million  to the  Company.  Realized  gains  on  derivative  financial
  instruments  of (UK  Pound)400,000  in the six  months to June 30,  1998 and (UK
  Pound)2.3  million in the three months to June 30, 1998 consist primarily of the
  settlement on these two contracts.  The Company continues to monitor  conditions
  in the  foreign  exchange  market and may from time to time  enter into  foreign
  currency contracts based on its assessment of foreign currency market conditions
  and their effect on the Company's operations and financial condition. Therefore,
  changes in currency exchange rates may continue to have an effect on the results
  of operations  of the Group and may affect the Company's  ability to satisfy its
  obligations,  including obligations under outstanding debt instruments,  as they
  become due.
  
  Condensed Consolidated Statement of Cash Flows
  
  Net cash provided by operating  activities  amounted to (UK Pound)107.1  million
  and (UK  Pound)15.6  million  for the six months  ended June 30,  1999 and 1998,
  respectively.  During the six months ended June 30, 1999,  net cash  provided by
  operating activities includes the Joint Purchasing Alliance Agreement deposit of
  (UK Pound)137  million from various  subsidiaries of NTL, exchange losses of (UK
  Pound)36.5  million compared to gains of ((UK  Pound)10.0)  million in the prior
  period and changes in working  capital as a result of the timing of receipts and
  disbursements.
  
  Net cash used in investing activities amounted to (UK Pound)57.5 million and (UK
  Pound)64.9   million  for  the  six  months   ended  June  30,  1999  and  1998,
  respectively.  During the six months  ended June 30,  1999 and June 30, 1998 net
  cash used in  investing  activities  includes  purchases  of fixed assets of (UK
  Pound)57.5  million and (UK Pound)64.9  million as a result of continuing  fixed
  asset purchases in 1999.
  
  Net cash (used in) provided by financing  activities was ((UK Pound)1.5) million
  and (UK  Pound)194.7  million  for the six months  ended June 30, 1999 and 1998,
  respectively.  During the six months ended June 30, 1998,  net cash  provided by
  financing  activities  includes (UK Pound)202.4 million relating to the proceeds
  of debt offset by financing costs of (UK Pound)6.5 million.
  
                                         11
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Information Systems - Year 2000
  
  The future operations of the Group depend on its network infrastructure and
  certain other systems performing correctly over the change of millennium and on
  subsequent dates. The correct handling of date information is therefore
  essential and detailed test programs are underway for all crucial
  telecommunications and cable television network and systems infrastructure.
  
  The Group has had an overall program in place since 1997. The Group has split
  its business into the following areas, which encompass IT systems and non-IT
  systems containing embedded technology:
  
       o    Network and switches
       o    MIS
       o    Network construction
       o    Facilities
       o    Suppliers
       o    CATV network
       o    Customer equipment
       o    Internet
  
  A  project  leader  has  been  nominated  in each  business  area  with  overall
  responsibility  for the Year 2000 computer  problem for that area. Each Business
  unit's  plan  addresses  the  specific   phases  to  be  undertaken,   including
  identification and awareness,  evaluation/impact analysis, strategy development,
  implementation,  and testing.  Every project leader is a member of the Year 2000
  Compliance  Committee,  sponsored by the Managing Director and chaired by the IT
  Director.  Additionally,  to ensure a rigorous and cohesive approach,  a Program
  Manager is  responsible  for  coordinating  and  monitoring  the entire  program
  against defined plans to completion.
  
  The Group has installed Year 2000 compliant software for the  telecommunications
  switches and network control systems.  The cable television  infrastructure  has
  been upgraded and is currently  undergoing  functionality  tests with tested and
  compliant Y2K operating systems and applications.
  
  Other systems critical to business operations, such as the subscriber management
  systems and the financial and accounting systems, are maintained by the vendors.
  With the  exception  of the  subscriber  management  system,  the  vendors  have
  supplied  versions of these critical  systems which are designed to be Year 2000
  compliant  and were subject to a through  testing  program that was completed in
  1998. The vendors have expressed confidence that any problems that may currently
  exist can be  rectified  in a timely  manner.  The most  recent  upgrade  to the
  subscriber  management  system  has been  satisfactorily  tested  for Year  2000
  compliance.  The personal computer and Local Area Network (LAN)  infrastructures
  have been  surveyed  and  tested.  Non-compliant  elements  are  expected  to be
  replaced  by the end of  September  1999,  together  with a wider  functionality
  upgrade to increase LAN bandwidth.
  
  The Group depends,  to some extent,  on third party  suppliers for the supply of
  telecommunications,  cable television, systems for customer service and billing,
  as well as building  facilities  and supples,  Maintenance  contracts  exist for
  critical  elements and  assurance has been sought from all suppliers of critical
  services that they will continue to supply the services without interruption. To
  date, it has not been necessary to obtain alternate suppliers.
  
  Costs incurred in connection with Year 2000  compliance are not material.  Costs
  incurred to date are (UK  Pound)100,000,  and it is estimated that a further (UK
  Pound)100,000  will be required for replacement of personal  computer  elements,
  program management and associated costs. Software upgrades to the network, cable
  television  and  systems  infrastructure  are  supplied  as part  of the  normal
  maintenance  contracts.  Other  components  being replaced are otherwise due for
  replacement through obsolescence.
  
  Should the  telecommunications  network fail to operate  correctly over the date
  change,  the  business  of the Group  would be  materially  adversely  affected.
  Similarly, should the cable television network, the subscriber management system
  or the personal computer network fail to operate correctly, this could also have
  materially adverse consequences to the
  
                                         12
  
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Group.  The impact of failure of the  critical  network,  cable  television  and
  system components could be significant.  Therefore,  significant effort is being
  devoted to rigorous testing  programs to ensure that any potential  problems are
  identified and rectified in a timely manner.  Despite the efforts being expended
  by the Group,  there can be no assurance that Year 2000  compliance  issues will
  not have a material adverse effect on the Group's operations.
  
  Preparatory  contingency  planning has been performed to address critical issues
  of  customer  support,  technical  support,  and  management  representation.  A
  Group-wide  review  has been  completed  to assess  the  suitability  of current
  arrangements and modify enhance as required. Detailed contingency plans for each
  business  area  have  been  defined  and are  currently  being  embodied  into a
  Group-wide business  continuity plan which will address  preventative as well as
  corrective  measures to deal with potential  disasters.  Risks and uncertainties
  relate to systems,  software,  equipment,  and all services, which the Group has
  assessed as being critical to business  operations,  financial impact,  customer
  service,  and  safety.  Significant  effort has also been  devoted to verify and
  assist in the Year 2000 remediation  efforts of the Group's trading partners and
  suppliers   where  they  could  have  an  effect  on  the  Group's   operations.
  Additionally,  business continuity and contingency arrangements across the Group
  are being  analyzed  to assess  the  effect of  possible  interdependencies  and
  inter-relationships,  and  identify  opportunities  for mutual aid.  Appropriate
  training will be given to people where new or modified processes are in place to
  deal with millennium  issues, and increased levels of support are being assigned
  as required.
  
  Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
  
  Certain statements contained herein constitute  "forward-looking  statements" as
  that term is defined under the Private Securities Litigation Reform Act of 1995.
  When used  herein,  the  words,  "believe,"  "anticipate,"  "should,"  "intend,"
  "plan," "will," "expects," "estimates,"  "projects,"  "positioned,"  "strategy,"
  and  similar  expressions   identify  such  forward-looking   statements.   Such
  forward-looking  statements  involve known and unknown risks,  uncertainties and
  other factors that may cause the actual results,  performance or achievements of
  the  Company,  or  industry  results,  to be  materially  different  from  those
  contemplated, projected, forecasted, estimated or budgeted, whether expressed or
  implied, by such forward-looking statements. Such factors include the following:
  general  economic and business  conditions in the United Kingdom,  the Company's
  ability to continue to design networks, install facilities,  obtain and maintain
  any required  governmental  licenses or approvals and finance  construction  and
  development,  all in a timely  manner at  reasonable  costs and on  satisfactory
  terms and conditions,  as well as assumptions about customer  acceptance,  churn
  rates,  overall market penetration and competition from providers of alternative
  services,  the  impact  of  new  business  opportunities  requiring  significant
  up-front investment, Year 2000 readiness, and availability, terms and deployment
  of capital.
  
                                         13
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
            There have been no material changes in the reported market risks since
            the end of the most recent fiscal year.
  
  PART II.  OTHER INFORMATION
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K
  
                 27.0 Financial Data Schedule.
  
            (b)  Reports on Form 8-K -
  
                 During the quarter  ended June 30,  1999,  the Company  filed the
                 following  report on Form 8-K Report  dated  March 8, 1999 (filed
                 May 20,  1999),  reporting  under  Item 1,  Changes in Control of
                 Registrant,  that  effective  March  8,  1999,  NTL  Incorporated
                 acquired  all  of  the  ordinary  and  deferred   shares  of  the
                 Registrant,  and under Item 4, Changes in Registrant's Certifying
                 Accountant,  that on May 17, 1999,  KPMG resigned as  independent
                 accountants  of the  Registrant,  and under Item 5, Other Events,
                 that on May 4, 1999, the Company  announced the expiration of the
                 debt tender offers.
  
                 No financial statements were filed with this report.
  
  
                                         14
  
  <PAGE>
  
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                                     SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
                                          DIAMOND CABLE COMMUNICATIONS PLC
  
  
  
  Date: August 12, 1999                   By: /s/ Leigh C. Wood
                                              ---------------------------
                                              Leigh C. Wood
                                              (Chief Operating Officer)
  
  
  
  Date: August 12, 1999                  By: /s/ Ronald McKellar
                                             ----------------------------
                                             Ronald McKellar
                                             (Principal Financial Officer)
  
  
  
  
  
  
                                         15
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metadata_filer: {"company-data": {"conformed-name": "DIAMOND CABLE COMMUNICATIONS PLC", "cik": "0000929649", "assigned-sic": "4841", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-27020", "film-number": "99690324"}, "business-address": {"street1": "DIAMOND PLAZA", "street2": "DALESIDE RD", "city": "NOTTINGHAM NG23GG", "state": "X0", "phone": "0114411591"}, "mail-address": {"street1": "DIAMOND PLAZA DALESIDE RD", "city": "NOTTINSGHAM", "state": "X0"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                    JUNE 30, 1999
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 33-83740
  
                          DIAMOND CABLE COMMUNICATIONS PLC
               (Exact name of registrant as specified in its charter)
  
       England and Wales                                          N/A
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
       Diamond Plaza, Daleside Road
       Nottingham NG2 3GG, England                                N/A
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                    (Zip code)
  
                                   44-115-952-2222
  --------------------------------------------------------------------------------
  
                (Registrant's telephone number, including area code)
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the  preceding 12 months (or for such  shorter  period that the  registrant  was
  required  to file  such  reports),  and  (2) has  been  subject  to such  filing
  requirements for the past 90 days.
  
           Yes _X_                                          No ___
  
                             --------------------------
  
  The number of shares  outstanding  of the  Registrant's  Ordinary  Shares of 2.5
  pence each outstanding as of June 30, 1999 was 59,138,791.  The Registrant is an
  indirect, wholly owned subsidiary of NTL Incorporated and there is no market for
  the Registrant's shares.
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Statements of
                      Operations for the Six and Three months ended
                      June 30, 1999 and 1998 (Unaudited).......................2
  
                      Condensed Consolidated Balance Sheets as of
                      June 30, 1999 (Unaudited) and December 31, 1998..........3
  
                      Condensed Consolidated Statement of
                      Shareholders' Deficiency for the Six months
                      ended June 30, 1999 and 1998 (Unaudited).................4
  
                      Condensed Consolidated Statements of Cash Flows for
                      the Six months ended June 30, 1999 and 1998 (Unaudited)..5
  
                      Notes to the Condensed Consolidated
                      Financial Statements (Unaudited).....................6 - 8
  
            Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations.................9 - 13
  
            Item 3.   Quantitative and Qualitative Disclosures About
                      Market Risk.............................................14
  
  Part II.  OTHER INFORMATION
  
            Item 6.   Exhibits and Reports on Form 8-K........................14
  
            SIGNATURES........................................................15
  PART I    FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)
  Six Months Ended                         Three Months Ended
                                                         June 30,                                  June 30,
                                                 1999                 1998                1999                 1998
                                         -------------------- -------------------- ------------------- --------------------
                                                                    (in (UK Pound)000's)
  Revenues
     Business telecommunications.......      (UK Pound)11,393      (UK Pound)8,999     (UK Pound)5,660      (UK Pound)4,667
     Residential telephone.............                29,581               20,831              15,175               10,991
     Cable television..................                14,895               11,356               7,731                5,897
                                         -------------------- -------------------- ------------------- --------------------
                                                       55,869               41,186              28,566               21,555
                                         -------------------- -------------------- ------------------- --------------------
  
  Operating costs and expenses
     Telephone.........................               (11,480)              (7,921)             (5,899)              (4,183)
     Programming.......................                (8,026)              (6,191)             (4,094)              (3,166)
     Selling, general and                             (21,338)             (17,924)            (10,315)              (9,195)
       administrative..................
     Depreciation and amortization.....               (27,768)             (19,650)            (15,200)             (10,330)
     Other expenses (Note 3)...........                (8,893)                                    (360)
                                         -------------------- -------------------- ------------------- --------------------
                                                      (77,505)             (51,686)            (35,868)             (26,874)
                                         -------------------- -------------------- ------------------- --------------------
  
  Operating loss.......................               (21,636)             (10,500)             (7,302)              (5,319)
  
  Interest income......................                 5,388                6,881               3,027                3,875
  Interest expense and amortization of
     debt discount and expenses........               (47,954)             (40,415)            (24,509)             (21,456)
  Foreign exchange gains/(losses),                    (34,864)              10,165             (14,868)              (2,332)
     net...............................
  Unrealized gain on derivative
     financial instruments.............
  Realized gain on derivative                                                  412                                    2,302
     financial instruments.............
                                         -------------------- -------------------- ------------------- --------------------
  
  Net loss.............................     ((UK Pound)99,066)   ((UK Pound)33,457)  ((UK Pound)43,652)   ((UK Pound)22,930)
                                         ==================== ==================== =================== ====================
  See accompanying notes.
  
                                          2
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                     (Unaudited)
  June 30,          December 31, 1998
                                                                               1999
                                                                       -------------------- -----------------------
                                                                         (in (UK Pound)000's, except share data)
  Assets
  Current assets
      Cash and cash equivalents.....................................      (UK Pound)212,940      (UK Pound)164,738
      Trade receivables - less allowance for doubtful accounts of
         (UK Pound)4,079 (1999) and (UK Pound)4,775 (1998)                           11,458                  9,873
      Other assets..................................................                  4,582                  2,229
                                                                       -------------------- ----------------------
  
  Total current assets..............................................                228,980                176,840
  
  Deferred financing costs (less accumulated amortization of
      (UK Pound)6,032 at June 30, 1999 and (UK Pound)4,830                           19,120                 20,322
      at December 31, 1998).........................................
  Property and equipment (note 4)...................................                494,332                465,866
  Goodwill (less accumulated amortization of (UK Pound)18,188
      at June 30, 1999 and (UK Pound)15,764 at                                       78,771                 81,196
      December 31, 1998.............................................
  Franchise costs (less accumulated amortization of (UK Pound)234
      at June 30, 1999 and (UK Pound)219 at December 31, 1998                           382                    397
                                                                       -------------------- ----------------------
         Total assets...............................................      (UK Pound)821,585      (UK Pound)744,621
                                                                       ==================== -=====================
  
  Liabilities and shareholders' (deficiency)
  Current liabilities
      Accounts payable..............................................       (UK Pound)26,719       (UK Pound)28,514
      Accounts payable deposit (note 5).............................                101,709
      Current portion of long-term debt.............................                  2,455                  2,135
      Other liabilities.............................................                 23,285                 20,411
                                                                       -------------------- ----------------------
         Total current liabilities..................................                154,168                 51,060
  Senior discount notes.............................................                662,217                592,763
  Senior notes......................................................                204,711                201,154
  Capital lease obligations.........................................                  3,639                  5,002
  Mortgage loan.....................................................                  2,245                  2,338
  
  Shareholders' (deficiency):
      Ordinary shares (70,000,000 authorized; 59,138,791 issued)                      1,478                  1,478
      Non-voting deferred shares (6 shares authorized and issued)
      Additional paid-in capital....................................                134,466                134,466
      Accumulated other comprehensive (loss)........................                                        (1,367)
      Accumulated deficit...........................................               (341,339)              (242,273)
                                                                       -------------------- ----------------------
                                                                                   (205,395)              (107,696)
                                                                       -------------------- ----------------------
  Total liabilities and shareholders' (deficiency)..................      (UK Pound)821,585      (UK Pound)744,621
                                                                       ==================== -=====================
  Note:  The balance  sheet at December 31, 1998 has been derived from the audited
  financial statements at that date.
  
  See accompanying notes.
  
                                          3
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
           CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIENCY)
                                     (Unaudited)
  Accumulated
                                                                                       Additional           other
                                                                  Non-voting              Paid          comprehensive
                                        Ordinary Shares         deferred shares        in-capital        (loss)/gain
                                        ---------------         ---------------        ----------        -----------
                                                              (in 000's except share data)
                                  Number                          Number
  Balance at January 1, 1999.   59,138,791     (UK Pound)1,478       6     --      (UK Pound)134,466   ((UK Pound)1,367)
  Unrealized gain on
    securities...............           --                  --      --     --                     --              1,367
  Net loss...................           --                  --      --     --                     --                 --
                                ----------     ---------------     ---    ---      -----------------   ----------------
  Balance at June 30, 1999...   59,138,791     (UK Pound)1,478       6     --      (UK Pound)134,466    (UK Pound)
                                ==========     ===============     ===    ===      =================   ================
  Total
                                     Accumulated           Shareholders'
                                       Deficit                Deficit
                                       -------                -------
  Balance at January 1, 1999.    ((UK Pound)242,273)   ((UK Pound)107,696)
  Unrealized gain on
    securities...............                    --                 1,367
  Net loss...................               (99,066)              (99,066)
                                 ------------------    ------------------
  Balance at June 30, 1999...    ((UK Pound)341,339)   ((UK Pound)205,395)
                                 ==================    ==================
  See accompanying notes.
  
                                          4
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
  Six Months Ended June 30,
                                                                                      1999                  1998
                                                                              --------------------- ---------------------
                                                                                              (in 000's)
  Net cash provided by operating activities................................       (UK Pound)107,116      (UK Pound)15,637
                                                                              --------------------- ---------------------
  
  Investing Activities
     Purchase of property and equipment....................................                 (57,469)              (64,973)
     Proceeds from disposition of assets...................................                      12                    65
                                                                              --------------------- ---------------------
         Net cash used in investing activities.............................                 (57,457)              (64,908)
                                                                              --------------------- ---------------------
  
  Financing Activities
     Proceeds of issue of debt.............................................                                       202,381
     Debt financing costs..................................................                                        (6,527)
     Repayment of debt.....................................................                    (108)                  (21)
     Capital element of capital lease repayments...........................                  (1,349)               (1,122)
                                                                              --------------------- ---------------------
  
         Net cash (used in) provided by financing activities...............                  (1,457)              194,711
                                                                              --------------------- ---------------------
  
  Net increase in cash and cash equivalents................................                  48,202               145,440
  Cash and cash equivalents at beginning of period.........................                 164,738                75,680
                                                                              --------------------- ---------------------
  
  Cash and cash equivalents at end of period...............................       (UK Pound)212,940     (UK Pound)221,120
                                                                              ===================== =====================
  See accompanying notes.
  
                                          5
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   Basis of Presentation
  
       Diamond Cable  Communications  Plc (the  "Company") owns and operates cable
       television and  telecommunications  systems through its  subsidiaries.  The
       accompanying  unaudited condensed  consolidated financial statements of the
       Company and its subsidiaries (the "Group") have been prepared in accordance
       with U.S.  generally accepted  accounting  principles for interim financial
       information  and  with the  instructions  to Form  10-Q  and Rule  10-01 of
       Regulation S-X. Accordingly, they do not include all of the information and
       footnotes required by generally accepted accounting principles for complete
       financial statements.  The consolidated  financial statements are stated in
       pounds sterling ((UK Pound)). In the opinion of management, all adjustments
       (consisting of normal recurring accruals)  considered  necessary for a fair
       presentation  have been included.  Operating  results for the six and three
       months ended June 30, 1999 and 1998 are not  necessarily  indicative of the
       results  that may be expected for the year ending  December  31, 1999.  For
       further  information,  refer to the consolidated  financial  statements and
       footnotes  thereto included in the Company's Annual Report on Form 10-K for
       the year ended December 31, 1998.
  
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments and Hedging Activities," which is required to be adopted by the
       Company effective January 1, 2001. The Company is evaluating the impact the
       adoption of SFAS No. 133 will have on its earnings and financial position.
  
  2.   Comprehensive loss
  
       Comprehensive loss for the six and three-month periods to June 30, 1999 and
       1998 was (UK Pound)(97,699), (UK Pound)(44,253), (UK Pound)(35,158) and (UK
       Pound)(22,590), respectively.
  
  3.   NTL Incorporated Acquisition
  
       On March 8, 1999,  the share  exchange  whereby  all of the  holders of the
       Company's  ordinary and deferred  shares  exchanged  their shares for newly
       issued common stock of NTL Incorporated ("NTL") was completed. As a result,
       the Company became a wholly-owned  subsidiary of NTL. Other expenses of (UK
       Pound)8.9  million  consist of costs incurred in connection  with the Share
       Exchange  Agreement,  including  fees  paid to  Goldman,  Sachs  & Co.  and
       Columbia  Management  for their  role as joint  financial  advisors  to the
       Company in examining  potential business  opportunities and other strategic
       alternatives leading up to the share exchange.
  
       In connection  with the provisions of the indentures  pursuant to which the
       Company's debt securities were issued,  the Company was required to make an
       offer  to  repurchase  such  debt  securities  at a price  of 101% of their
       accreted  value or principal  amount  following a "change of control."  The
       Company  commenced  offers to repurchase its outstanding debt securities on
       April 1, 1999.  The offers  expired on April 30, 1999. The Company paid (UK
       Pound)66,000 to repurchase the tendered debt securities.
  
                                          6
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                     (Unaudited)
  
  4.   Property and Equipment
  
       Property and equipment consists of:
  June 30,            December 31,
                                                                    1999                  1998
                                                            --------------------  --------------------
                                                                (unaudited)
  Land and Buildings...................................          (UK Pound)7,963       (UK Pound)7,483
  Cable Network........................................                  589,411               538,472
  Office Equipment.....................................                   13,795                11,637
  Motor Vehicles.......................................                    1,157                   961
                                                            --------------------  --------------------
                                                                         612,326               558,553
  Accumulated depreciation.............................                 (117,994)              (92,687)
                                                            --------------------  --------------------
                                                               (UK Pound)494,332     (UK Pound)465,866
                                                            ====================  ====================
  5.   Joint Purchasing Alliance Agreement
  
       The Company and NTL entered into a Joint Purchasing Alliance Agreement (the
       "Alliance  Agreement") on March 5, 1999, pursuant to which the Company acts
       as purchasing agent on behalf of a number of subsidiaries of NTL. Under the
       terms of the Alliance  Agreement,  on March 8, 1999, the Company received a
       deposit of (UK Pound)137  million from various  subsidiaries  of NTL. Funds
       held by the  Company  under the  Alliance  Agreement  are  recorded  on the
       balance sheet as Cash and Cash Equivalents and Accounts Payable-Deposits.
  
  6.   Summarized Financial Information
  
       On  February  6,  1998,  Diamond  Holdings  plc  ("Diamond  Holdings"),   a
       subsidiary of the Company, issued (UK Pound)135,000,000 principal amount of
       its 10% Senior Notes due February 1, 2008 and $110,000,000 principal amount
       of its 9 1/8%  Senior  Notes  due  February  1, 2008  (together,  the "1998
       Notes".) The 1998 Notes have been fully and  unconditionally  guaranteed by
       the Company as to  principal,  interest and other amounts due. Net proceeds
       received by Diamond  Holdings  amounted to  approximately  (UK  Pound)195.0
       million after issuance costs of approximately (UK Pound)7.0 million.
  
       The following table presents summarized  consolidated financial information
       for Diamond Holdings as of and for the six months ended June 30, 1999. This
       summarized financial information is being provided pursuant to Section G of
       Topic  1  of  Staff  Accounting  Bulletin  No.   53--"Financial   Statement
       Requirements in Filings Involving the Guarantee of Securities by a Parent".
       The Company will continue to provide such summarized financial  information
       for Diamond  Holdings for as long as the 1998 Notes remain  outstanding and
       guaranteed by the Company.
  
                                          7
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
                                     (Unaudited)
  Diamond Holdings plc (note a)
                                              --------------------------------------------------
                                                     Six months
                                                        ended                   Year ended
                                                      June 30,                 December 31,
                                                        1999                       1998
                                              -------------------------    ---------------------
                                                                (in thousands)
  Summarized Consolidated Income
  Statement Information
  Revenue.....................................         (UK Pound)55,869         (UK Pound)88,756
  Operating costs and expenses................                   69,120                  105,914
  Net loss for the period.....................        ((UK Pound)94,115)       ((UK Pound)87,556)
                                              =========================    =====================
  
                                                      June 30,                 December 31,
                                                        1999                       1998
                                              -------------------------    ---------------------
                                                                (in thousands)
  Summarized Consolidated Balance Sheet
  Information
  Fixed and noncurrent assets.................        (UK Pound)579,421        (UK Pound)553,740
  Current assets..............................                   19,956                  148,415
                                              -------------------------    ---------------------
  Total assets................................        (UK Pound)599,377        (UK Pound)702,155
                                              =========================    =====================
  
  Current liabilities.........................         (UK Pound)51,352         (UK Pound)48,030
  Noncurrent liabilities......................                  836,718                  849,750
  Shareholders deficit........................                 (288,693)                (195,625)
                                              -------------------------    ---------------------
  Total liabilities and shareholders interest.        (UK Pound)599,377        (UK Pound)702,155
                                              =========================    =====================
  (a)  Diamond   Holdings  was   incorporated  on  December  15,  1997  and  is  a
       wholly-owned,  direct  subsidiary of Diamond Cable  Communications  Plc. On
       January 16, 1998 Diamond Holdings became the  intermediate  holding company
       which  holds  all of the  shares  of all Group  companies.  The  Summarized
       Financial Information shows operating results as if Diamond Holdings became
       the intermediate holding company on January 1, 1998.
  8
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
            FINANCIAL CONDITION
  
  Liquidity and Capital Resources
  
  The Group's cash and funding requirements historically have been met principally
  through the issuance of the Company's  senior  discount notes in September 1994,
  December 1995 and February 1997 (collectively, the "Discount Notes"), as well as
  from equity  capital,  advances from its  shareholders,  and from bank and lease
  financing.  In February  1998, a subsidiary  of the Company,  Diamond  Holdings,
  issued the 1998 Notes,  raising  net  proceeds of  approximately  (UK  Pound)195
  million.  The  1998  Notes  are  guaranteed  by the  Company  as to  payment  of
  principal,  interest and any other amounts due. In connection  with the issuance
  of the 1998 Notes, the Group terminated its existing bank facility.  The further
  development   and   construction   of   the   Group's   cable   television   and
  telecommunications  network will require  substantial  capital  investment.  The
  Group expects the network to be substantially  completed by the end of 2004. The
  Company currently  estimates that the additional capital  expenditures from July
  1, 1999 required for the Group to substantially complete construction sufficient
  to satisfy its aggregate  milestone  obligations of  approximately  1.02 million
  premises  (including   estimated   subscriber   connection   expenses)  will  be
  approximately (UK Pound)265 million, although further capital expenditures would
  be required to substantially complete the network. These expenditures could vary
  significantly  depending  on the number of customers  actually  connected to the
  network, the availability of construction  resources,  the impact of competition
  from  other  cable  or  telecommunications   operators  or  television  delivery
  platforms,  the pace of the  Group's  construction  program  and other  factors,
  including those described below.
  
  At June 30, 1999, the Group had constructed  and activated a network  consisting
  approximately 74% of its aggregate milestones. The Group estimates that existing
  cash  resources  and  estimated  future  cash  flows  from  operations  will  be
  sufficient to complete the  construction and activation of its network to almost
  85% of its aggregate final  milestones,  which level the Group estimates it will
  achieve in the 3rd  quarter of 2000.  Thereafter,  the Group will be required to
  obtain further debt and/or equity financing to complete construction  sufficient
  to satisfy its aggregate milestones. To the extent that (i) the amounts required
  to construct the Group's  network to meet its  milestones  exceed its estimates,
  (ii) the  Group's  cash  flow  does not meet  expectations  or (iii)  the  Group
  continues its construction of the network beyond its milestone obligations,  the
  amount of further debt and/or equity financing required will increase. There can
  be no assurance that any such debt or equity  financing will be available to the
  Group on acceptable commercial terms or at all.
  
  Results of  Operations  for the Six and Three Month  Periods Ended June 30, 1999
  and 1998
  
  Revenues
  
  Total  revenues were (UK Pound)55.9  million and (UK Pound)28.6  million for the
  six and three  month  periods  respectively  to June 30,  1999  compared  to (UK
  Pound)41.2 million and (UK Pound)21.6 million,  respectively, for the comparable
  periods in 1998, representing increases of 36% and 32% respectively. This growth
  is  attributable  to increases  in revenues in all three of the group's  primary
  lines of business.
  
  Business  Telecommunications.  Business  telecommunications  revenues  were  (UK
  Pound)11.4 million and (UK Pound)5.7 million for the six and three month periods
  respectively  to  June  30,  1999  compared  to (UK  Pound)9.0  million  and (UK
  Pound)4.7 million for the comparable periods in 1998,  representing increases of
  27% and 21%,  respectively.  The growth in reported revenues is due primarily to
  an increase in the number of business lines installed to 45,097 at June 30, 1999
  from 33,947 at June 30, 1998,  an increase of 33%. The average  monthly  revenue
  per line  decreased to (UK  Pound)40.67  in the six months to June 30, 1999 from
  (UK  Pound)44.50  in the  comparable  period in 1998.  The decrease was due to a
  combination  of, (i)  continued  increases  in centrex  lines which have a lower
  average revenue per line than other business  customer lines and (ii) reductions
  in certain  tariffs in response to price  reductions by  competitors,  offset in
  part by  increased  call usage per line.  The  Company  may lower  prices in the
  future if necessary for competitive reasons.
  
  Residential  Telephone.  Residential  telephone  revenues  were  (UK  Pound)29.6
  million  and  (UK  Pound)15.2  million  for the six  and  three  month  periods,
  respectively  to June  30,  1999  compared  to (UK  Pound)20.8  million  and (UK
  Pound)11.0 million for the comparable periods in 1998,
  
                                          9
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  representing increases of 42% and 38%,  respectively.  The growth in residential
  telephone  revenue is due primarily to an increase in the number of  residential
  telephone  lines to 261,265  at June 30,  1999 from  197,369  at June 30,  1998,
  representing  an  increase  of 32%.  Average  monthly  revenue  per line was (UK
  Pound)19.46 and (UK Pound)19.38 in the six and three month periods, respectively
  to June 30, 1999 and (UK Pound)18.77 and (UK  Pound)18.76,  respectively for the
  comparable  periods in 1998. The increase in average revenues was largely due to
  increased call usage  (particularly  in calls to mobile  telephones and internet
  service providers) which outweighed  reductions in incoming  termination tariffs
  during 1998 and the first six months of 1999.
  
  Cable Television.  Cable television revenues were (UK Pound)14.9 million and (UK
  Pound)7.7  million for the six and three month periods  respectively to June 30,
  1999,  compared  to (UK  Pound)11.4  million and (UK  Pound)5.9  million for the
  comparable periods in 1998,  representing increases of 31% in both periods. This
  growth in cable  television  revenue  was  primarily  due to an  increase in the
  number of the Company's cable  television  subscribers  which rose to 147,332 at
  June 30, 1999 from 98,694 at June 30 1998,  an  increase of 49%.  The  Company's
  average monthly  revenue per subscriber has been reduced during 1999,  being (UK
  Pound)17.90  and (UK  Pound)17.16  for the six and three months to June 30, 1999
  respectively, compared to (UK Pound)19.88 and (UK Pound)19.81 for the comparable
  periods in 1998.  This is due to the  availability  of lower  priced entry level
  packages for new subscribers and a reduction in the number of subscribers taking
  premium channels.
  
  Operating Costs and Expenses
  
  Telephone expenses,  consisting  principally of interconnect  charges payable to
  BT,  Mercury,  Energis  and  Global  One were  (UK  Pound)11.5  million  and (UK
  Pound)5.9 million for the six and three month periods,  respectively to June 30,
  1999, and (UK Pound)7.9  million and (UK Pound)4.2 million for the six and three
  month  periods,  respectively  to June 30,  1998.  As a  percentage  of combined
  business  telecommunications  and residential  telephone revenues,  these direct
  costs increased to 28% in the six and three-month  periods to June 30, 1999 from
  27% for the  comparable  periods in 1998 due  primarily  to volume  increases in
  lower margin tariff streams such as mobile communications and internet access.
  
  Direct costs for cable  television  programming,  which generally  depend on the
  number of subscribers and per-subscriber rates charged by programming suppliers,
  were (UK Pound)8.0 million and (UK Pound)4.1 million for the six and three month
  periods, respectively to June 30, 1999 compared to (UK Pound)6.2 million and (UK
  Pound)3.2  million for the comparable  periods in 1998. As a percentage of cable
  television  revenues,  these direct  costs  decreased to 54% from 55% in the six
  month periods to June 30, 1999 and 1998, respectively and to 53% from 54% in the
  three month periods ended June 30, 1999 and 1998 respectively.  The decrease was
  in large part due to an increased proportion of subscribers on high margin basic
  entry level packages and a reduction in the number of subscribers taking premium
  channels.
  
  Selling, general and administrative expenses were (UK Pound)21.3 million and (UK
  Pound)10.3 million, respectively for the six and three month periods to June 30,
  1999 and (UK  Pound)17.9  million and (UK Pound)9.2  million for the  comparable
  periods in 1998. The increase was due to higher  administration  and sales force
  costs  associated  with the  expansion of the Company's  business  together with
  additional LDL costs which  commenced in 1999. As a percentage of total revenues
  however,  these costs  decreased  to 38% and 36%,  respectively  for the six and
  three month periods to June 30, 1999 from 44% and 43% in the comparable  periods
  in 1998.
  
  Depreciation and amortization expenses increased by 41% and 47% respectively for
  the six and three month periods to June 30, 1999 from the comparable  periods in
  1998.  This increase was  attributable  to the increasing  cost of the Company's
  network and the related additional depreciation.
  
  Other expenses of (UK Pound)8.9 million and (UK Pound)0.4 million in the six and
  three month periods to June 30, 1999 relate to costs incurred in connection with
  the Share Exchange  Agreement,  including fees paid to Goldman,  Sachs & Co. and
  Columbia Management for their role as joint financial advisors to the Company in
  examining  potential  business  opportunities  and other strategic  alternatives
  leading up to the share exchange.
  
                                         10
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Interest Expense
  
  Interest  expense was (UK Pound)48.0  million and (UK Pound)24.5  million in the
  six and three-month periods ended June 30, 1999,  respectively,  compared to (UK
  Pound)40.4 million and (UK Pound)21.5 million in the comparable periods in 1998.
  The  increase is due  primarily to the  accretion  on the Discount  Notes of (UK
  Pound)36.6 million and (UK Pound)18.8 million in the six and three-month periods
  to June 30, 1999 compared to (UK Pound)31.1  million and (UK Pound)15.9  million
  respectively in the comparable periods in 1998 and interest on the 1998 notes of
  (UK  Pound)9.9  million  and (UK  Pound)5.0  million in the six and  three-month
  periods ended June 30, 1999 respectively,  compared to (UK Pound)7.9 million and
  (UK  Pound)4.9  million  in  the  comparable   periods  in  1998.  In  addition,
  amortization  of  debt  financing  costs  was  (UK  Pound)1.2  million  and  (UK
  Pound)600,000  in  the  six  and  three  month  periods  ended  June  30,  1999,
  respectively,  compared to (UK Pound)1.0 million and (UK  Pound)600,000,  in the
  comparable period in 1998.
  
  Foreign Exchange
  
  A substantial  portion of the Group's  existing debt obligations are denominated
  in U.S.  dollars,  while the Group's  revenues and accounts  are  generated  and
  stated in pounds sterling.  During the six and three months ended June 30, 1999,
  the Group recorded a net foreign exchange loss of (UK Pound)34.9 million and (UK
  Pound)14.9  million,  respectively,  primarily due to the  unrealized  losses on
  translation  of its liability on the Discount  Notes and 1998 Notes.  During the
  six and three  months ended June 30,  1998,  the Group  recognized a net foreign
  exchange gain of (UK Pound)10.2  million and a net foreign  exchange loss of (UK
  Pound)2.3  million,  respectively,  primarily due to the  unrealized  losses and
  gains on translation of its liability on the Discount Notes and 1998 Notes.
  
  Derivative Financial Instruments
  
  The Company entered into a foreign  exchange  forward  contract on June 23, 1997
  for  settlement  on June 25,  1998 to sell  (UK  Pound)50  million  at a rate of
  $1.6505 to (UK Pound)1. The Company also entered into a foreign exchange forward
  contract on June 27, 1997 for  settlement  on July 1, 1998 to sell (UK  Pound)50
  million at a rate of $1.6515 to (UK  Pound)1.  On June 16,  1998 two  offsetting
  agreements were entered into at rates of $1.6326 and $1.6322 to (UK Pound)1. The
  offsetting  contracts  were  settled  on June 17,  1998  with a  payment  of (UK
  Pound)1.1  million  to the  Company.  Realized  gains  on  derivative  financial
  instruments  of (UK  Pound)400,000  in the six  months to June 30,  1998 and (UK
  Pound)2.3  million in the three months to June 30, 1998 consist primarily of the
  settlement on these two contracts.  The Company continues to monitor  conditions
  in the  foreign  exchange  market and may from time to time  enter into  foreign
  currency contracts based on its assessment of foreign currency market conditions
  and their effect on the Company's operations and financial condition. Therefore,
  changes in currency exchange rates may continue to have an effect on the results
  of operations  of the Group and may affect the Company's  ability to satisfy its
  obligations,  including obligations under outstanding debt instruments,  as they
  become due.
  
  Condensed Consolidated Statement of Cash Flows
  
  Net cash provided by operating  activities  amounted to (UK Pound)107.1  million
  and (UK  Pound)15.6  million  for the six months  ended June 30,  1999 and 1998,
  respectively.  During the six months ended June 30, 1999,  net cash  provided by
  operating activities includes the Joint Purchasing Alliance Agreement deposit of
  (UK Pound)137  million from various  subsidiaries of NTL, exchange losses of (UK
  Pound)36.5  million compared to gains of ((UK  Pound)10.0)  million in the prior
  period and changes in working  capital as a result of the timing of receipts and
  disbursements.
  
  Net cash used in investing activities amounted to (UK Pound)57.5 million and (UK
  Pound)64.9   million  for  the  six  months   ended  June  30,  1999  and  1998,
  respectively.  During the six months  ended June 30,  1999 and June 30, 1998 net
  cash used in  investing  activities  includes  purchases  of fixed assets of (UK
  Pound)57.5  million and (UK Pound)64.9  million as a result of continuing  fixed
  asset purchases in 1999.
  
  Net cash (used in) provided by financing  activities was ((UK Pound)1.5) million
  and (UK  Pound)194.7  million  for the six months  ended June 30, 1999 and 1998,
  respectively.  During the six months ended June 30, 1998,  net cash  provided by
  financing  activities  includes (UK Pound)202.4 million relating to the proceeds
  of debt offset by financing costs of (UK Pound)6.5 million.
  
                                         11
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Information Systems - Year 2000
  
  The future operations of the Group depend on its network infrastructure and
  certain other systems performing correctly over the change of millennium and on
  subsequent dates. The correct handling of date information is therefore
  essential and detailed test programs are underway for all crucial
  telecommunications and cable television network and systems infrastructure.
  
  The Group has had an overall program in place since 1997. The Group has split
  its business into the following areas, which encompass IT systems and non-IT
  systems containing embedded technology:
  
       o    Network and switches
       o    MIS
       o    Network construction
       o    Facilities
       o    Suppliers
       o    CATV network
       o    Customer equipment
       o    Internet
  
  A  project  leader  has  been  nominated  in each  business  area  with  overall
  responsibility  for the Year 2000 computer  problem for that area. Each Business
  unit's  plan  addresses  the  specific   phases  to  be  undertaken,   including
  identification and awareness,  evaluation/impact analysis, strategy development,
  implementation,  and testing.  Every project leader is a member of the Year 2000
  Compliance  Committee,  sponsored by the Managing Director and chaired by the IT
  Director.  Additionally,  to ensure a rigorous and cohesive approach,  a Program
  Manager is  responsible  for  coordinating  and  monitoring  the entire  program
  against defined plans to completion.
  
  The Group has installed Year 2000 compliant software for the  telecommunications
  switches and network control systems.  The cable television  infrastructure  has
  been upgraded and is currently  undergoing  functionality  tests with tested and
  compliant Y2K operating systems and applications.
  
  Other systems critical to business operations, such as the subscriber management
  systems and the financial and accounting systems, are maintained by the vendors.
  With the  exception  of the  subscriber  management  system,  the  vendors  have
  supplied  versions of these critical  systems which are designed to be Year 2000
  compliant  and were subject to a through  testing  program that was completed in
  1998. The vendors have expressed confidence that any problems that may currently
  exist can be  rectified  in a timely  manner.  The most  recent  upgrade  to the
  subscriber  management  system  has been  satisfactorily  tested  for Year  2000
  compliance.  The personal computer and Local Area Network (LAN)  infrastructures
  have been  surveyed  and  tested.  Non-compliant  elements  are  expected  to be
  replaced  by the end of  September  1999,  together  with a wider  functionality
  upgrade to increase LAN bandwidth.
  
  The Group depends,  to some extent,  on third party  suppliers for the supply of
  telecommunications,  cable television, systems for customer service and billing,
  as well as building  facilities  and supples,  Maintenance  contracts  exist for
  critical  elements and  assurance has been sought from all suppliers of critical
  services that they will continue to supply the services without interruption. To
  date, it has not been necessary to obtain alternate suppliers.
  
  Costs incurred in connection with Year 2000  compliance are not material.  Costs
  incurred to date are (UK  Pound)100,000,  and it is estimated that a further (UK
  Pound)100,000  will be required for replacement of personal  computer  elements,
  program management and associated costs. Software upgrades to the network, cable
  television  and  systems  infrastructure  are  supplied  as part  of the  normal
  maintenance  contracts.  Other  components  being replaced are otherwise due for
  replacement through obsolescence.
  
  Should the  telecommunications  network fail to operate  correctly over the date
  change,  the  business  of the Group  would be  materially  adversely  affected.
  Similarly, should the cable television network, the subscriber management system
  or the personal computer network fail to operate correctly, this could also have
  materially adverse consequences to the
  
                                         12
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Group.  The impact of failure of the  critical  network,  cable  television  and
  system components could be significant.  Therefore,  significant effort is being
  devoted to rigorous testing  programs to ensure that any potential  problems are
  identified and rectified in a timely manner.  Despite the efforts being expended
  by the Group,  there can be no assurance that Year 2000  compliance  issues will
  not have a material adverse effect on the Group's operations.
  
  Preparatory  contingency  planning has been performed to address critical issues
  of  customer  support,  technical  support,  and  management  representation.  A
  Group-wide  review  has been  completed  to assess  the  suitability  of current
  arrangements and modify enhance as required. Detailed contingency plans for each
  business  area  have  been  defined  and are  currently  being  embodied  into a
  Group-wide business  continuity plan which will address  preventative as well as
  corrective  measures to deal with potential  disasters.  Risks and uncertainties
  relate to systems,  software,  equipment,  and all services, which the Group has
  assessed as being critical to business  operations,  financial impact,  customer
  service,  and  safety.  Significant  effort has also been  devoted to verify and
  assist in the Year 2000 remediation  efforts of the Group's trading partners and
  suppliers   where  they  could  have  an  effect  on  the  Group's   operations.
  Additionally,  business continuity and contingency arrangements across the Group
  are being  analyzed  to assess  the  effect of  possible  interdependencies  and
  inter-relationships,  and  identify  opportunities  for mutual aid.  Appropriate
  training will be given to people where new or modified processes are in place to
  deal with millennium  issues, and increased levels of support are being assigned
  as required.
  
  Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
  
  Certain statements contained herein constitute  "forward-looking  statements" as
  that term is defined under the Private Securities Litigation Reform Act of 1995.
  When used  herein,  the  words,  "believe,"  "anticipate,"  "should,"  "intend,"
  "plan," "will," "expects," "estimates,"  "projects,"  "positioned,"  "strategy,"
  and  similar  expressions   identify  such  forward-looking   statements.   Such
  forward-looking  statements  involve known and unknown risks,  uncertainties and
  other factors that may cause the actual results,  performance or achievements of
  the  Company,  or  industry  results,  to be  materially  different  from  those
  contemplated, projected, forecasted, estimated or budgeted, whether expressed or
  implied, by such forward-looking statements. Such factors include the following:
  general  economic and business  conditions in the United Kingdom,  the Company's
  ability to continue to design networks, install facilities,  obtain and maintain
  any required  governmental  licenses or approvals and finance  construction  and
  development,  all in a timely  manner at  reasonable  costs and on  satisfactory
  terms and conditions,  as well as assumptions about customer  acceptance,  churn
  rates,  overall market penetration and competition from providers of alternative
  services,  the  impact  of  new  business  opportunities  requiring  significant
  up-front investment, Year 2000 readiness, and availability, terms and deployment
  of capital.
  
                                         13
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
            There have been no material changes in the reported market risks since
            the end of the most recent fiscal year.
  
  PART II.  OTHER INFORMATION
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K
  
                 27.0 Financial Data Schedule.
  
            (b)  Reports on Form 8-K -
  
                 During the quarter  ended June 30,  1999,  the Company  filed the
                 following  report on Form 8-K Report  dated  March 8, 1999 (filed
                 May 20,  1999),  reporting  under  Item 1,  Changes in Control of
                 Registrant,  that  effective  March  8,  1999,  NTL  Incorporated
                 acquired  all  of  the  ordinary  and  deferred   shares  of  the
                 Registrant,  and under Item 4, Changes in Registrant's Certifying
                 Accountant,  that on May 17, 1999,  KPMG resigned as  independent
                 accountants  of the  Registrant,  and under Item 5, Other Events,
                 that on May 4, 1999, the Company  announced the expiration of the
                 debt tender offers.
  
                 No financial statements were filed with this report.
  
                                         14
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                                     SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
                                          DIAMOND CABLE COMMUNICATIONS PLC
  
  Date: August 12, 1999                   By: /s/ Leigh C. Wood
                                              ---------------------------
                                              Leigh C. Wood
                                              (Chief Operating Officer)
  
  Date: August 12, 1999                  By: /s/ Ronald McKellar
                                             ----------------------------
                                             Ronald McKellar
                                             (Principal Financial Officer)
  
                                         15