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:
                                   MARCH 31, 1997
                                         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 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
  
             Bermuda                                        Not Applicable
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                         Identification No.)
  
            Clarendon House                           Comcast Corporation
         2 Church Street West                     1500 Market Street, 35th Floor
       Hamilton, HM 11, Bermuda                    Philadelphia, PA 19102-2148
            (809) 295-5950                               (215) 665-1700
  --------------------------------------------------------------------------------
   (Address, including zip code, and           (Name, address, including zip code,
          telephone number,                           and telephone number, 
         including area code,                          including area code,
      of Registrant's principal                       of agent for service)
          executive offices)
  
                             --------------------------
  
  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  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                     No ____
  
                             --------------------------
  
  As of March 31, 1997, there were 37,231,997 Class A Common Shares and 12,872,605
  Class B Common Shares outstanding.
  
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
                                  TABLE OF CONTENTS
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of March 31, 1997 and December 31,
                      1996 (Unaudited)..........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31,
                      1997 and 1996 (Unaudited).................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31,
                      1997 and 1996 (Unaudited).................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 8
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations...........................................9 - 15
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings........................................16
  
            Item 6.   Exhibits and Reports on Form 8-K.........................16
  
            SIGNATURE .........................................................17
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf of the  Company.  Certain  factors  that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions,   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                         March 31,     December 31,
                                                                                           1997            1996
                                                                                (in (UK Pound)000's, except share data)
  <S>                                                                             <C>               <C>   
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents...................................................  (UK Pound)67,134  (UK Pound)63,314
     Short-term investments......................................................            33,957            61,466
     Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)1,643 and (UK Pound)1,338.......................................             3,146             2,922
     Other current assets........................................................             4,892             5,359
                                                                                  ----------------- -----------------
         Total current assets....................................................           109,129           133,061
                                                                                  ----------------- -----------------
  
  INVESTMENTS IN AFFILIATES......................................................            73,341            69,472
                                                                                  ----------------- -----------------
  
  PROPERTY AND EQUIPMENT.........................................................           250,513           232,112
     Accumulated depreciation ...................................................           (18,006)          (13,765)
                                                                                  ----------------- -----------------
     Property and equipment, net.................................................           232,507           218,347
                                                                                  ----------------- -----------------
  
  DEFERRED CHARGES...............................................................            61,102            60,867
     Accumulated amortization....................................................            (9,788)           (8,379)
                                                                                  ----------------- -----------------
     Deferred charges, net.......................................................            51,314            52,488
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net....................................            10,319            11,002
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)476,610 (UK Pound)484,370
                                                                                  ================= =================
  LIABILITIES AND SHAREHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses.......................................  (UK Pound)24,671  (UK Pound)23,086
     Current portion of long-term debt...........................................             1,396             1,463
     Foreign exchange call options...............................................             1,343             4,086
     Due to affiliates...........................................................               673               676
                                                                                  ----------------- -----------------
         Total current liabilities...............................................            28,083            29,311
                                                                                  ----------------- -----------------
  
  LONG-TERM DEBT, less current portion...........................................           216,835           202,626
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE CALL OPTIONS AND OTHER........................................             2,653             3,079
                                                                                  ----------------- -----------------
  
  LONG-TERM DEBT, due to shareholder.............................................            10,547            10,322
                                                                                  ----------------- -----------------
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
     Preferred shares, (UK Pound).01 par value - authorized, 10,000,000
       shares; issued, none.......................................................
     Class A common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 37,231,997................................................               372               372
     Class B common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 12,872,605................................................               129               129
     Additional capital..........................................................           358,548           358,548
     Accumulated deficit.........................................................          (140,557)         (120,017)
                                                                                  ----------------- -----------------
         Total shareholders' equity..............................................           218,492           239,032
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)476,610 (UK Pound)484,370
                                                                                  ================= =================
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                        Three Months Ended March 31,
                                                                                            1997            1996
                                                                                (in (UK Pound)000's, except per share data)
  <S>                                                                            <C>                <C>  
  REVENUES
     Service income..............................................................  (UK Pound)12,118   (UK Pound)1,947
     Consulting fee income.......................................................               233               387
                                                                                 ------------------  ----------------
                                                                                             12,351             2,334
                                                                                 ------------------  ----------------
  
  COSTS AND EXPENSES
     Operating...................................................................             4,729               793
     Selling, general and administrative.........................................             7,399             3,211
     Management fees.............................................................               843               606
     Depreciation and amortization...............................................             5,923             1,489
                                                                                 ------------------  ----------------
  
                                                                                             18,894             6,099
                                                                                 ------------------  ----------------
  
  OPERATING LOSS.................................................................            (6,543)           (3,765)
  
  OTHER (INCOME) EXPENSE
     Interest expense............................................................             6,051             5,693
     Investment income...........................................................            (2,101)           (4,720)
     Equity in net losses of affiliates..........................................             5,152             5,698
     Exchange losses and other, net..............................................             4,895             1,551
                                                                                 ------------------  ----------------
                                                                                             13,997             8,222
                                                                                 ------------------  ----------------
  
  NET LOSS ......................................................................           (20,540)          (11,987)
  
  ACCUMULATED DEFICIT
      Beginning of period .......................................................          (120,017)          (79,442)
                                                                                 ------------------  ----------------
  
      End of period..............................................................((UK Pound)140,557) (UK Pound)91,429)
                                                                                 ==================  ================
  
  NET LOSS PER SHARE.............................................................    ((UK Pound).41)   ((UK Pound).28)
                                                                                 ==================  ================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD.......................................            50,105            42,511
                                                                                 ==================  ================
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          3
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                           Three Months Ended March 31,
                                                                                             1997               1996
                                                                                        (UK Pound)000      (UK Pound)000
  <S>                                                                             <C>               <C>       
  OPERATING ACTIVITIES
     Net loss.................................................................... ((UK Pound)20,540)((UK Pound)11,987)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization.............................................             5,923             1,489
       Amortization on foreign exchange contracts................................               683               665
       Non-cash interest expense.................................................             5,916             5,693
       Non-cash investment income................................................              (529)           (1,604)
       Exchange losses...........................................................             5,673             1,456
       Equity in net losses of affiliates........................................             5,152             5,698
       Increase in foreign exchange contracts and other, net.....................                                  19
                                                                                  ----------------- -----------------
                                                                                              2,278             1,429
  
       (Increase) decrease in accounts receivable and other assets...............              (328)            1,624
       Increase in accounts payable and accrued expenses.........................             1,585             1,935
       Decrease in due to affiliates.............................................                (3)             (519)
                                                                                  ----------------- -----------------
  
           Net cash provided by operating activities.............................             3,532             4,469
                                                                                  ----------------- -----------------
  
  FINANCING ACTIVITIES
     Repayment of debt...........................................................               (10)
                                                                                  ----------------- -----------------
  
           Net cash used in financing activities.................................               (10)
                                                                                  ----------------- -----------------
  
  INVESTING ACTIVITIES
     Acquisition, net of cash acquired...........................................                             (10,203)
     Proceeds from sales of short-term investments, net..........................            27,509            20,212
     Capital contributions and loans to affiliates...............................            (7,925)           (7,505)
     Capital expenditures and other..............................................           (19,286)          (13,145)
                                                                                  ----------------- -----------------
  
           Net cash provided by (used in) investing activities...................               298           (10,641)
                                                                                  ----------------- -----------------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...............................             3,820            (6,172)
  
  CASH AND CASH EQUIVALENTS, beginning of period.................................            63,314           162,231
                                                                                  ----------------- -----------------
  
  CASH AND CASH EQUIVALENTS, end of period.......................................  (UK Pound)67,134 (UK Pound)156,059
                                                                                  ================= =================
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1996 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  March  31,  1997  and  the  condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1997 and 1996 have been prepared
       by Comcast UK Cable  Partners  Limited  (the  "Company")  and have not been
       audited  by  the  Company's   independent   auditors.  In  the  opinion  of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations and cash flows as of March 31, 1997 and for all period presented
       have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1996 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1997
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In February 1997, the Financial Accounting Standards Board issued Statement
       of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share." This
       standard,   which  clarifies  and  supersedes  the  current   authoritative
       accounting  literature regarding the computation and disclosure of earnings
       per share,  is  applicable  to  interim  and annual  periods  ending  after
       December  15, 1997 and may not be applied  earlier.  The  Company  does not
       expect  adoption of this standard to result in  significant  changes to the
       Company's calculation or presentation of net loss per share.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1997.
  
  3.   SINGTEL TRANSACTION
  
       In  March  1996,  the  Company  completed  the  acquisition  (the  "Singtel
       Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
       Telecom") 50% interest in Cambridge  Holding  Company  Limited  ("Cambridge
       Cable"),  pursuant to the terms of a Share Exchange  Agreement  executed by
       the parties in December  1995.  In exchange  for  Singapore  Telecom's  50%
       interest in Cambridge Cable and certain loans made to Cambridge Cable, with
       accrued interest thereon,  the Company issued  approximately 8.9 million of
       its Class A Common Shares and paid  approximately (UK Pound)11.8 million to
       Singapore Telecom.  The Company accounted for the Singtel Transaction under
       the purchase method.  As a result of the Singtel  Transaction,  the Company
       owns 100% of Cambridge Cable and Cambridge Cable was consolidated  with the
       Company effective March 31, 1996.
  
       The following  unaudited pro forma information has been presented as if the
       Singtel  Transaction  had occurred on January 1, 1996.  This  unaudited pro
       forma information is based on historical results of operations adjusted for
       acquisition  costs and, in the opinion of  management,  is not  necessarily
       indicative  of what results  would have been had the Company  owned 100% of
       Cambridge  Cable  since  January  1, 1996 (in  thousands,  except per share
       data).
  
  
                                          5
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
                                                               Three Months Ended
                                                                  March 31, 1996
  
       Revenues...........................................       (UK Pound)8,557
  
       Net loss...........................................               (13,612)
  
       Net loss per share.................................                  (.27)
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company has  historically  invested in three  affiliates  (the  "Equity
       Investees,"  which term excludes  Cambridge  Cable as of and  subsequent to
       March  31,  1996  - see  Note  3):  Birmingham  Cable  Corporation  Limited
       ("Birmingham  Cable"),  Cable  London PLC ("Cable  London")  and  Cambridge
       Cable.  The  Equity  Investees  operate  integrated  cable  communications,
       residential  telephony  and  business  telecommunications  systems in their
       respective  major  metropolitan  areas  under  exclusive  cable  television
       licenses and  non-exclusive  telecommunications  licenses.  As of March 31,
       1997,  the  Company's  ownership  interest  in the Equity  Investees  is as
       follows:
  
                 Birmingham Cable................................27.5%
                 Cable London (1)................................50.0%
       ---------------
       (1)  Increased  in  September  1996 from 49.0% due to the buyout of certain
            minority shareholders.
  
       Included in investments in affiliates as of March 31, 1997 and December 31,
       1996,  are  loans  to  Cable  London  of (UK  Pound)28.5  million  and  (UK
       Pound)22.5  million and accrued  interest of (UK Pound)4.1  million and (UK
       Pound)3.6 million,  respectively. The loans accrue interest at a rate of 2%
       above the published base lending rate of Barclays Bank plc (8.00% effective
       rate as of March 31, 1997) and are subordinate to Cable London's  revolving
       bank credit facility and the London  Revolver (see below).  Of these loans,
       (UK  Pound)21.0  million as of March 31,  1997 and  December  31,  1996 are
       convertible  into ordinary shares of Cable London at a per share conversion
       price of (UK  Pound)2.00.  Also included in investments in affiliates as of
       March 31, 1997 are loans to Birmingham  Cable of (UK Pound)1.9  million and
       accrued  interest of (UK  Pound)20,000.  The Birmingham  Cable loans accrue
       interest at a rate of 2% above the London Interbank  Offered Rate ("LIBOR")
       (8.00%  effective  rate  as of  March  31,  1997)  and are  subordinate  to
       Birmingham Cable's credit facility.
  
       In May 1997, Cable London entered into a (UK Pound)170.0  million revolving
       credit facility (the "London  Revolver") with various banks, which converts
       into a five year term loan on June 30, 2001.  Interest  rates on the London
       Revolver are at LIBOR plus 1/2% to 2-3/8%. The London Revolver will be used
       by Cable London, subject to certain restrictions,  for capital expenditures
       and working capital  requirements  relating to the build-out of its systems
       and the repayment of outstanding indebtedness under Cable London's existing
       credit facility.
  
       The London  Revolver  contains  restrictive  covenants  which  limit  Cable
       London's ability to enter into arrangements for the acquisition and sale of
       property  and  equipment,   investments,  mergers  and  the  incurrence  of
       additional debt.  Certain of these covenants require that certain financial
       ratios and cash flow levels be maintained and contain certain  restrictions
       on  dividend  payments.  The  Company's  right to  receive  consulting  fee
       payments  from Cable  London has been  subordinated  to the banks under the
       London  Revolver.  The payment of consulting fees is restricted until Cable
       London meets certain  financial ratio tests under the London  Revolver.  In
       addition,  the Company's shares in Cable London have been pledged to secure
       the London Revolver.
  
  
                                          6
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  <TABLE>
  <CAPTION>
                                                                    Birmingham           Cable          Cambridge
                                                                      Cable             London             Cable          Combined
                                                                 (UK Pound)000       (UK Pound)000    (UK Pound)000    (UK Pound)000
  <S>                                                           <C>                 <C>               <C>            <C>   
       THREE MONTHS ENDED MARCH 31, 1997
       Results of operations
           Service income...................................    (UK Pound)15,394    (UK Pound)11,671  (UK Pound)     (UK Pound)27,065
           Operating, selling, general and
             administrative expenses........................             (13,454)            (11,036)                         (24,490)
           Depreciation and amortization....................              (6,293)             (4,258)                         (10,551)
           Operating loss...................................              (4,353)             (3,623)                          (7,976)
           Net loss.........................................              (7,355)             (6,109)                         (13,464)
           Company's equity in net loss.....................              (2,058)             (3,094)                          (5,152)
  
       AT MARCH 31, 1997
       Financial position
           Current assets...................................              63,437              10,348                           73,785
           Noncurrent assets................................             259,517             170,056                          429,573
           Current liabilities..............................              27,864              24,839                           52,703
           Noncurrent liabilities...........................             199,290             137,565                          336,855
  
       THREE MONTHS ENDED MARCH 31, 1996
       Results of operations
           Service income...................................              12,312               9,121          6,401            27,834
           Operating, selling, general and
             administrative expenses........................             (10,552)             (8,941)        (6,366)          (25,859)
           Depreciation and amortization....................              (4,554)             (3,329)        (2,168)          (10,051)
           Operating loss...................................              (2,794)             (3,149)        (2,133)           (8,076)
           Net loss.........................................              (4,434)             (4,633)        (4,419)          (13,486)
           Company's equity in net loss.....................              (1,218)             (2,270)        (2,210)           (5,698)
  </TABLE>
  
  5.   LONG-TERM DEBT
  
       The accreted value of the Company's  11.20% Senior Discount  Debentures due
       2007 (the "2007 Discount  Debentures") was (UK Pound)212.6  million and (UK
       Pound)198.1   million  as  of  March  31,  1997  and   December  31,  1996,
       respectively.  The 2007 Discount Debentures contain  restrictive  covenants
       which limit the Company's ability to pay dividends.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earns  consulting fee income under  consulting  agreements  with the Equity
       Investees.  The consulting fee income is generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas.
  
       The  Company's  right to  receive  certain  consulting  fee  payments  from
       Birmingham Cable and Cable London has been  subordinated to the banks under
       their  credit  facilities.  Accordingly,  a portion of these fees have been
       classified  as long-term  receivables  and are included in  investments  in
       affiliates  in the  Company's  condensed  consolidated  balance  sheet.  In
       addition,  the Company's shares in Cable London have been pledged to secure
       amounts  outstanding  under the Cable London credit facility and the London
       Revolver (see Note 4).
  
                                          7
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  
       Management fee expense is incurred under agreements  between the Company on
       the  one  hand,  and  Comcast   Corporation   ("Comcast"),   the  Company's
       controlling  shareholder,  and Comcast UK Cable Partners  Consulting,  Inc.
       ("Comcast Consulting"),  an indirect wholly owned subsidiary of Comcast, on
       the other,  whereby  Comcast  and  Comcast  Consulting  provide  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management  fees are based on Comcast's and
       Comcast Consulting's cost of providing such services.  As of March 31, 1997
       and  December  31,  1996,  due to  affiliates  consists  primarily  of this
       management fee and operating expenses paid by Comcast and its affiliates on
       behalf of the Company.
  
       For the three  months  ended  March 31,  1997 and 1996,  investment  income
       includes  (UK  Pound)529,000  and (UK  Pound)430,000  of  interest  income,
       respectively,  relating to the loans to  Birmingham  Cable and Cable London
       described  in Note 4. In addition,  investment  income for the three months
       ended March 31, 1996  includes  (UK  Pound)1.2  million of interest  income
       relating to loans to Cambridge Cable which were eliminated in consolidation
       effective March 31, 1996 (see Note 3).
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast UK Holdings,  Inc.  which are due in 1999.  For the three months
       ended March 31, 1997 and 1996, the Company recorded (UK  Pound)224,000  and
       (UK  Pound)207,000,  respectively,  of  interest  expense  relating to such
       notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more favorable than those with non-affiliated parties.
  
  7.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  In the opinion of  management,  the
       amount  of  ultimate  liability  with  respect  to these  actions  will not
       materially  affect  the  financial  position,   results  of  operations  or
       liquidity of the Company.
  
  
                                          8
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   was
  incorporated in 1992 to develop,  construct, manage and operate the interests of
  Comcast in the United Kingdom ("UK") cable and  telecommunications  industry. As
  of March 31, 1997, the Company has interests in four  operations (the "Operating
  Companies"): Birmingham Cable Corporation Limited ("Birmingham Cable"), in which
  the Company owns a 27.5% interest,  Cable London PLC ("Cable London"),  in which
  the Company owns a 50.0% interest, Cambridge Holding Company Limited ("Cambridge
  Cable"), in which the Company owns a 100% interest and two companies holding the
  franchises  for  Darlington  and Teesside,  England  ("Teesside"),  in which the
  Company owns a 100% interest.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.6  million  homes  and the
  businesses  within their  franchise  areas.  As of March 31, 1997, the Operating
  Companies'  systems passed more than 1,029,000 homes or approximately 64% of the
  homes in their franchise  areas and served more than 266,000 cable  subscribers,
  290,000   residential   telephony   subscribers  and  8,900  business  telephony
  subscribers.
  
  The Company  accounts  for its  interests in  Birmingham  Cable and Cable London
  under the equity method.  Through March 31, 1996, the Company also accounted for
  its  interest  in  Cambridge   Cable  under  the  equity   method  (see  below).
  Collectively, Birmingham Cable, Cable London and Cambridge Cable are referred to
  herein as the "Equity  Investees" (which term excludes Cambridge Cable as of and
  subsequent to March 31, 1996).
  
  General Development of Business
  
  Singtel Transaction
  
  In March 1996, the Company completed the acquisition (the "Singtel Transaction")
  of Singapore Telecom  International  Pte.  Limited's  ("Singapore  Telecom") 50%
  interest in Cambridge Cable, pursuant to the terms of a Share Exchange Agreement
  executed by the parties in December  1995. In exchange for  Singapore  Telecom's
  50% interest in Cambridge Cable and certain loans made to Cambridge Cable,  with
  accrued interest  thereon,  the Company issued  approximately 8.9 million of its
  Class A Common Shares and paid approximately (UK Pound)11.8 million to Singapore
  Telecom.  The Company  accounted for the Singtel  Transaction under the purchase
  method.  As a result of the  Singtel  Transaction,  the Company now owns 100% of
  Cambridge Cable and Cambridge Cable was consolidated  with the Company effective
  March 31, 1996.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  shareholders,  as well as proceeds from the Company's initial public offering of
  15.0 million of its Class A Common Shares (net proceeds of $209.4 million or (UK
  Pound)132.6  million) in September  1994 and from the Company's  offering of its
  $517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
  due 2007 (the "2007 Discount Debentures") (net proceeds of $291.1 million or (UK
  Pound)186.9  million) in November 1995.  Interest  accretes on the 2007 Discount
  Debentures at 11.20% per annum compounded  semi-annually  from November 15, 1995
  to November 15, 2000, after which date interest will be paid in cash on each May
  15 and
  
                                          9
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  
  
  November 15 through  November 15, 2007.  The 2007  Discount  Debentures  contain
  restrictive  covenants which limit the Company's  ability to pay dividends.  The
  Operating  Companies  have not paid any dividends or advances to the Company and
  are not expected to pay any dividends or advances in the foreseeable future.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies will be able to generate positive  operating cash flow,
  (iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
  whether  there  may be  future  acquisitions  and  trades  funded in cash or the
  Company's  shares.   There  are  no  agreements  or  negotiations  for  specific
  significant acquisitions currently pending.
  
  Historically,  the  Company  has made  investments  in the Equity  Investees  in
  conjunction  with  proportionate  investments  by its  strategic  and  financial
  partners.  The Company made  capital  contributions  and loans to the  Operating
  Companies in the aggregate of (UK Pound)31.3  million and (UK Pound)22.1 million
  during the three  months ended March 31, 1997 and 1996,  respectively.  Of these
  amounts,  (UK  Pound)7.9  million and (UK  Pound)7.5  million  relate to capital
  contributions  and loans to the Equity  Investees  during the three months ended
  March 31, 1997 and 1996, respectively. Although the Company is not contractually
  committed to make any additional  capital  contributions  or loans to any of the
  Equity  Investees,  it  currently  intends  to fund  its  share  of the  amounts
  necessary for capital expenditures and to finance operating deficits. Failure to
  do so could dilute the Company's ownership interest in the Equity Investees.
  
  The Company estimates that the Operating  Companies will require an aggregate of
  approximately  (UK Pound)370  million to (UK  Pound)470  million after March 31,
  1997 to complete the build-out of their  systems.  Although the Company  expects
  that its strategic and financial  partners in the Equity  Investees will provide
  their share of such funds,  they are not  contractually  obligated to do so, and
  thus no assurance of such funding can be given.  If the Company's  strategic and
  financial partners fail to provide such financing,  the Equity Investees will be
  required to seek additional funds elsewhere. Such additional funds may come from
  the Company,  from new strategic and financial  partners,  from borrowings under
  existing or new credit  facilities or from other sources,  although there can be
  no assurance that any such financing would be available on acceptable  terms and
  conditions.  The Company and its strategic and financial partners generally have
  veto rights over the Equity Investees' debt financing decisions.  Failure of any
  Operating Company to obtain financing necessary to complete the build-out of its
  system could result in the loss of its cable franchises and licenses.
  
  The  Company is exposed to market  risk  including  changes in foreign  currency
  exchange  rates.  To manage the  volatility  relating  to these  exposures,  the
  Company enters into various  derivative  transactions  pursuant to the Company's
  policies in areas such as counterparty exposure and hedging practices. Positions
  are monitored using techniques including market value and sensitivity  analysis.
  The Company  does not hold or issue any  derivative  financial  instruments  for
  trading purposes and is not a party to leveraged  instruments.  The credit risks
  associated with the Company's  derivative  financial  instruments are controlled
  through  the  evaluation  and   monitoring  of  the   creditworthiness   of  the
  counterparties.  Although  the  Company may be exposed to losses in the event of
  nonperformance by the  counterparties,  the Company does not expect such losses,
  if any, to be significant.
  
  The Company has entered into certain  foreign  exchange  option  contracts  ("FX
  Options")  as a normal part of its foreign  currency  risk  management  efforts.
  During  1995,  the Company  entered  into  certain  foreign  exchange put option
  contracts  ("FX Puts") which may be settled only on November 16, 2000.  These FX
  Puts are used to limit the Company's exposure to the risk that the eventual cash
  outflows  related to net monetary  liabilities  denominated in currencies  other
  than its functional currency (the UK Pound Sterling or "UK Pound")  (principally
  the 2007  Discount  Debentures)  are  adversely  affected by changes in exchange
  rates.  As of  March  31,  1997 and  December  31,  1996,  the  Company  has (UK
  Pound)250.0  million notional amount of FX Puts to purchase United States ("US")
  dollars at an exchange ratio of $1.35 per (UK Pound)1.00  (the "Ratio").  The FX
  Puts provide a hedge, to the extent the exchange ratio falls below the
  
                                         10
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  
  
  Ratio, against the Company's net monetary liabilities  denominated in US dollars
  since  gains and  losses  realized  on the FX Puts are  offset  against  foreign
  exchange gains or losses  realized on the underlying net  liabilities.  Premiums
  paid for the FX Puts of (UK Pound)13.9  million are included in foreign exchange
  put options and other in the Company's condensed consolidated balance sheet, net
  of related  amortization.  These premiums are being  amortized over the terms of
  the related contracts of five years.
  
  During 1995, in order to reduce hedging costs, the Company sold foreign exchange
  call option contracts ("FX Calls") to exchange (UK Pound)250.0  million notional
  amount and received (UK Pound)3.4  million.  These contracts may only be settled
  on their expiration dates. Of these contracts,  (UK Pound)200.0 million notional
  amount, with an exchange ratio of $1.70 per (UK Pound)1.00,  expired unexercised
  in November 1996 while the remaining  contract,  with a (UK  Pound)50.0  million
  notional  amount  and an  exchange  ratio of  $1.62  per (UK  Pound)1.00,  has a
  settlement  date in November  2000.  In the fourth  quarter of 1996, in order to
  continue to reduce hedging costs,  the Company sold additional FX Calls, for (UK
  Pound)2.1  million,  to exchange  (UK  Pound)200.0  million  notional  amount at
  average exchange ratio of $1.75 per (UK Pound)1.00.  These contracts may only be
  settled on their  expiration  dates  during the fourth  quarter of 1997.  The FX
  Calls  are  marked-to-market  on a  current  basis  in the  Company's  condensed
  consolidated statement of operations and accumulated deficit.
  
  Changes  in fair  value  between  measurement  dates  relating  to the FX  Calls
  resulted in exchange  gains of (UK Pound)3.2  million and (UK Pound)1.8  million
  during the three months ended March 31, 1997 and 1996, respectively.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
  operating cash flow and to obtain external  financing,  although there can be no
  assurance  that any such  financing  will be available on  acceptable  terms and
  conditions.  The Company  believes that its existing cash, cash  equivalents and
  short-term investments will be sufficient to fund the Company's expected capital
  contributions   and  loans  Birmingham  Cable  and  Cable  London  and  to  fund
  development  and  construction  costs for Cambridge  Cable and Teesside  through
  April 1998.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic  and  financial  partners  and cash from the  issuance  of  Birmingham
  Cable's   preference  shares.  The  Company  estimates  that  approximately  (UK
  Pound)42.0  million will be required between April 1, 1997 and December 31, 1997
  to continue  development and construction of Birmingham Cable's  cable/telephony
  network.  An additional  (UK  Pound)20.0  million to (UK  Pound)40.0  million is
  expected to be required to complete  the  build-out  in  subsequent  years.  The
  Company  expects  that the  majority of such funds will be provided by cash from
  the issuance of Birmingham Cable's preference shares. Any additional funding may
  come from the Company or its strategic and financial partners,  borrowings under
  new credit facilities or from other sources,  although there can be no assurance
  that any such financing will be available on acceptable terms and conditions.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial partner and borrowings under its existing credit facility.
  
  In May 1997,  Cable London  entered  into a (UK  Pound)170.0  million  revolving
  credit facility (the "London  Revolver") with various banks, which converts into
  a five year term loan on June 30, 2001. Interest rates on the London Revolver
  
                                         11
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  
  
  are at the London  Interbank  Offered Rate  ("LIBOR")  plus 1/2% to 2-3/8%.  The
  London Revolver will be used by Cable London,  subject to certain  restrictions,
  for  capital  expenditures  and  working  capital  requirements  relating to the
  build-out of its systems and the  repayment of  outstanding  indebtedness  under
  Cable London's existing credit facility.
  
  The London Revolver  contains  restrictive  covenants which limit Cable London's
  ability to enter into  arrangements for the acquisition and sale of property and
  equipment,  investments,  mergers and the incurrence of additional debt. Certain
  of these covenants require that certain financial ratios and cash flow levels be
  maintained and contain certain restrictions on dividend payments.  The Company's
  right to receive consulting fee payments from Cable London has been subordinated
  to the banks  under the  London  Revolver.  The  payment of  consulting  fees is
  restricted  until Cable London  meets  certain  financial  ratio tests under the
  London  Revolver.  In addition,  the Company's  shares in Cable London have been
  pledged to secure the London Revolver.
  
  The Company estimates that approximately (UK Pound)30.0 million will be required
  between  April  1,  1997 and  December  31,  1997 to  continue  development  and
  construction  of Cable  London's  cable/telephony  network.  An  additional  (UK
  Pound)80.0  million to (UK  Pound)100.0  million is  expected  to be required to
  complete  the  build-out  in  subsequent  years.  The Company  expects  that the
  majority of such funds and Cable London's 1997 debt maturity  requirements  will
  be provided by the London  Revolver.  Any  additional  funding may come from the
  Company or its  strategic  and financial  partner,  borrowings  under new credit
  facilities or from other  sources,  although  there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Cambridge Cable.  Prior to the Singtel  Transaction,  Cambridge  Cable's primary
  source of funding had been capital  contributions and loans from the Company and
  Singapore  Telecom.  The Company  estimates  that  approximately  (UK Pound)24.0
  million will be required between April 1, 1997 and December 31, 1997 to continue
  development and construction of Cambridge Cable's  cable/telephony  network.  An
  additional (UK Pound)90.0  million to (UK Pound)120.0  million is expected to be
  required to complete the build-out in subsequent years. The Company expects that
  such  funds  will be  provided  by the  Company,  borrowings  under  new  credit
  facilities or from other  sources,  although  there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)38.0  million will be required between April 1, 1997 and December 31, 1997
  to continue development and construction of Teesside's  cable/telephony network.
  An additional (UK Pound)50.0 million to (UK Pound)70.0 million is expected to be
  required to complete the build-out in subsequent years. The Company expects that
  such  funds  will be  provided  by the  Company,  borrowings  under  new  credit
  facilities or from other  sources,  although  there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Statement of Cash Flows
  
  Cash and cash equivalents  increased (UK Pound)3.8  million as of March 31, 1997
  from December 31, 1996 and decreased (UK Pound)6.2  million as of March 31, 1996
  from December 31, 1995. Changes in cash and cash equivalents  primarily resulted
  from cash flows from  operating  and  investing  activities  which are explained
  below.
  
  Net cash provided by operating  activities amounted to (UK Pound)3.5 million and
  (UK  Pound)4.5  million  for the three  months  ended  March 31,  1997 and 1996,
  respectively.  The changes in net cash provided by operating  activities for the
  respective  periods are primarily due to changes in working  capital as a result
  of the timing of receipts and disbursements.
  
  Net cash provided by (used in) investing  activities was (UK  Pound)298,000  and
  ((UK  Pound)10.6)  million for the three  months  ended March 31, 1997 and 1996,
  respectively. During the three months ended March 31, 1997, net cash provided by
  
                                         12
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  
  
  investing activities includes proceeds from the sales of short-term  investments
  of (UK  Pound)27.5  million,  offset by  capital  expenditures  and other of (UK
  Pound)19.3  million and capital  contributions  and loans to  affiliates  of (UK
  Pound)7.9  million.  During the three months ended March 31, 1996, net cash used
  in investing  activities  includes  the  acquisition  of Cambridge  Cable of (UK
  Pound)10.2 million, net of cash acquired,  capital expenditures and other of (UK
  Pound)13.1  million and capital  contributions  and loans to  affiliates  of (UK
  Pound)7.5 million,  offset by proceeds from the sales of short-term  investments
  of (UK Pound)20.2 million.
  
  Results of Operations
  
  The Company
  
  The Company  recognized net losses of (UK Pound)20.5  million and (UK Pound)12.0
  million  for the  three  months  ended  March 31,  1997 and 1996,  respectively,
  representing  an increase of (UK Pound)8.5  million or 71% from 1996 as compared
  to the same period in 1997. The increase in the Company's net loss is due to the
  impact of  fluctuations  in the  valuation of the UK Pound on the 2007  Discount
  Debentures,  which are denominated in US Dollars, and on the Company's FX Calls,
  the  effects  of  the  Singtel  Transaction  and  the  Company  recognizing  its
  proportionate share of the Equity Investees' net losses.
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative  expenses and depreciation and amortization
  expense  for the three  months  ended  March 31,  1997,  as compared to the same
  period in 1996, are  attributable to the effects of the Singtel  Transaction and
  the  effects  of  the  continuing  construction  of  Teesside's  cable/telephony
  network. Cambridge Cable's service income, operating expenses,  selling, general
  and administrative  expenses and depreciation and amortization  expense were (UK
  Pound)7.8  million,  (UK  Pound)3.2  million,  (UK  Pound)4.2  million  and  (UK
  Pound)3.5 million, respectively, for the three months ended March 31, 1997.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income is generally  based on a percentage of gross revenues or a
  fixed amount per dwelling unit in the Equity Investees' franchise areas.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
  Consulting"),  an indirect  wholly owned  subsidiary  of Comcast,  on the other,
  whereby Comcast and Comcast Consulting provide consulting services to the Equity
  Investees on behalf of the Company and management services to the Company.  Such
  management  fees  are  based  on  Comcast's  and  Comcast  Consulting's  cost of
  providing such services.
  
  Interest  expense  for the three  months  ended  March 31, 1997 and 1996 was (UK
  Pound)6.1  million and (UK  Pound)5.7  million,  respectively,  representing  an
  increase of (UK  Pound)400,000 or 7% from 1996 as compared to the same period in
  1997. The increase is primarily  attributable  to the compounding of interest on
  the 2007 Discount Debentures.
  
  Investment  income for the three  months  ended  March 31, 1997 and 1996 was (UK
  Pound)2.1  million  and (UK  Pound)4.7  million,  respectively,  representing  a
  decrease  of (UK  Pound)2.6  million  or 55% from 1996 as  compared  to the same
  period in 1997.  The decrease is primarily  attributable  to the decrease in the
  average balance of cash, cash equivalents and short-term investments held by the
  Company  during  1997 as  compared to the same period in 1996 and the effects of
  the Singtel Transaction.
  
  Equity in net losses of affiliates for the three months ended March 31, 1997 and
  1996  was  (UK  Pound)5.2  million  and  (UK  Pound)5.7  million,  respectively,
  representing a decrease of (UK  Pound)500,000 or 9% from 1996 as compared to the
  same period in 1997. The decrease is  attributable to the effects of the Singtel
  Transaction,  partially  offset by the effects of increases in the net losses of
  Birmingham Cable and Cable London.
  
  
                                         13
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  
  
  Net exchange losses and other expenses for the three months ended March 31, 1997
  and 1996 were (UK  Pound)4.9  million and (UK Pound)1.6  million,  respectively,
  representing  an increase of (UK Pound)3.3  million from 1996 as compared to the
  same  period  in 1997.  This  increase  primarily  results  from the  impact  of
  fluctuations  in the valuation of the UK Pound on the 2007 Discount  Debentures,
  which  are  denominated  in US  Dollars,  and on the  Company's  FX  Calls.  The
  Company's  results of  operations  will continue to be affected by exchange rate
  fluctuations.
  
  The Operating Companies
  
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating  Companies'  results of operations for the three months
  ended March 31, 1997 and 1996 is based on their  proportionate  combined results
  of  operations.  Such  proportionate  combined  results of operations  have been
  derived from the financial  statements of the Company and the Equity  Investees,
  after  giving  effect  to the  Company's  ownership  interests  in  each  of the
  Operating Companies as of March 31, 1997. The Company believes that presentation
  of  proportionate  combined  financial  data,  although not in  accordance  with
  generally  accepted  accounting  principles,  facilitates the  understanding and
  assessment  of its  operating  performance  since the Company  accounts  for its
  interests in Birmingham  Cable,  Cable London and Cambridge Cable (through March
  31, 1996) under the equity  method.  The results of  operations  of Teesside and
  Cambridge Cable  (subsequent to March 31, 1996) are  consolidated  with those of
  the Company.
  
  The  Operating  Companies  account  for costs  and  expenses  applicable  to the
  construction and operation of their cable  telecommunications  systems under the
  provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
  "Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
  the period  while a system is  partially  under  construction  and  partially in
  service (the "Prematurity Period"), costs of telecommunications plant, including
  materials,   direct   labor   and   construction   overhead   are   capitalized.
  Subscriber-related  costs and general and  administrative  costs are expensed as
  incurred.  Costs incurred in anticipation of servicing a fully operating  system
  that  will not vary  regardless  of the  number  of  subscribers  are  partially
  expensed and partially  capitalized  based upon the percentage of average actual
  or  estimated  subscribers,  whichever  is  greater,  to  the  total  number  of
  subscribers  expected at the end of the  Prematurity  Period  (the  "Fraction").
  During the Prematurity Period, depreciation and amortization of system assets is
  determined  by  multiplying  the  depreciation  and  amortization  of the  total
  capitalized  system assets expected at the end of the Prematurity  Period by the
  Fraction. At the end of the Prematurity Period, depreciation and amortization of
  system assets is based on the remaining undepreciated cost at that date.
  
  Proportionate  combined  service  income  was  (UK  Pound)22.2  million  and (UK
  Pound)16.3  million  for the  three  months  ended  March  31,  1997  and  1996,
  respectively, representing an increase of (UK Pound)5.9 million or 36% from 1996
  as  compared  to the same  period in 1997.  Substantially  all of the  growth in
  service  income was due to increases in the number of cable  communications  and
  telephony  subscribers,  primarily  as a  result  of  additional  homes  passed.
  Approximately  one-half of the Operating Companies' service income for the three
  months  ended  March 31,  1997 and 1996 is  derived  from  monthly  subscription
  charges relating  primarily to cable  communications  services and approximately
  one-half of their  service  income for these periods is derived  primarily  from
  usage charges relating to telephony services.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK  Pound)21.4  million and (UK  Pound)17.2  million for the three  months
  ended March 31,  1997 and 1996,  respectively,  representing  an increase of (UK
  Pound)4.2  million  or 24% from  1996 as  compared  to the same  period in 1997.
  Substantially all of the increase was attributable to the continued  development
  of Teesside's  operations  and increased  business  activity  resulting from the
  growth in the number of subscribers and development of the Operating  Companies'
  franchise areas.
  
  Proportionate  combined  depreciation and amortization expense was (UK Pound)9.5
  million and (UK Pound)6.3  million for the three months ended March 31, 1997 and
  1996,  respectively,  representing  an increase of (UK Pound)3.2  million or 51%
  from 1996 as  compared  to the same  period in 1997.  This  increase  was due to
  certain of the Operating Companies' discrete build
  
                                         14
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  
  
  areas ending their Prematurity  Periods as set out under SFAS No. 51, as well as
  an increase in the percentage used to calculate depreciation expense as a result
  of an  increased  number  of  subscribers  in  those  discrete  franchise  areas
  remaining in their Prematurity Period.
  
  Proportionate  combined  interest  expense  was (UK  Pound)4.9  million  and (UK
  Pound)4.3  million  for  the  three  months  ended  March  31,  1997  and  1996,
  respectively,  representing an increase of (UK Pound)600,000 or 14% from 1996 as
  compared to the same period in 1997. The increase was primarily  attributable to
  additional loans from shareholders and borrowings under credit facilities.
  
  Proportionate   combined   investment  income  was  (UK  Pound)536,000  and  (UK
  Pound)844,000 for the three months ended March 31, 1997 and 1996,  respectively,
  representing a decrease of (UK Pound)308,000 or 36% from 1996 as compared to the
  same period in 1997. The decrease was  attributable to a decrease in the average
  balance of cash,  cash  equivalents  and  restricted  cash held by the Operating
  Companies  during the three months ended March 31, 1997, as compared to the same
  period in 1996.
  
                                         15
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
  The Company and the Operating  Companies are not party to litigation  which,  in
  the opinion of the Company's management,  will have a material adverse effect on
  the Company's financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 27.1  Financial Data Schedule.
  
            (b)  Reports on Form 8-K - none.
  
                                         16
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
  
                                         COMCAST UK CABLE PARTNERS LIMITED
                                         -----------------------------------------
  
  
  
  
  
  
                                         /s/ John R. Alchin
                                         -----------------------------------------
                                         John R. Alchin
                                         Senior Vice President and
                                         Treasurer (Principal Financial Officer)
  
  
  
  
  
  Date: May 15, 1997
  
                                         17
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 68298}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST UK CABLE PARTNERS LTD", "cik": "0000919957", "assigned-sic": "4841", "irs-number": "000000000", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-24792", "film-number": "97606514"}, "business-address": {"street1": "2 CHURCH ST W", "street2": "CLARENDON HOUSE", "city": "HAMILTON HM 11 BERMU", "state": "D0", "phone": "8092955950"}, "mail-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}}
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:
                                   MARCH 31, 1997
                                         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 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
             Bermuda                                        Not Applicable
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                         Identification No.)
  
            Clarendon House                           Comcast Corporation
         2 Church Street West                     1500 Market Street, 35th Floor
       Hamilton, HM 11, Bermuda                    Philadelphia, PA 19102-2148
            (809) 295-5950                               (215) 665-1700
  --------------------------------------------------------------------------------
   (Address, including zip code, and           (Name, address, including zip code,
          telephone number,                           and telephone number, 
         including area code,                          including area code,
      of Registrant's principal                       of agent for service)
          executive offices)
  
                             --------------------------
  
  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  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                     No ____
  
                             --------------------------
  
  As of March 31, 1997, there were 37,231,997 Class A Common Shares and 12,872,605
  Class B Common Shares outstanding.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of March 31, 1997 and December 31,
                      1996 (Unaudited)..........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31,
                      1997 and 1996 (Unaudited).................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31,
                      1997 and 1996 (Unaudited).................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 8
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations...........................................9 - 15
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings........................................16
  
            Item 6.   Exhibits and Reports on Form 8-K.........................16
  
            SIGNATURE .........................................................17
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf of the  Company.  Certain  factors  that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions,   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  March 31,     December 31,
                                                                                           1997            1996
                                                                                (in (UK Pound)000's, except share data)
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents...................................................  (UK Pound)67,134  (UK Pound)63,314
     Short-term investments......................................................            33,957            61,466
     Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)1,643 and (UK Pound)1,338.......................................             3,146             2,922
     Other current assets........................................................             4,892             5,359
                                                                                  ----------------- -----------------
         Total current assets....................................................           109,129           133,061
                                                                                  ----------------- -----------------
  
  INVESTMENTS IN AFFILIATES......................................................            73,341            69,472
                                                                                  ----------------- -----------------
  
  PROPERTY AND EQUIPMENT.........................................................           250,513           232,112
     Accumulated depreciation ...................................................           (18,006)          (13,765)
                                                                                  ----------------- -----------------
     Property and equipment, net.................................................           232,507           218,347
                                                                                  ----------------- -----------------
  
  DEFERRED CHARGES...............................................................            61,102            60,867
     Accumulated amortization....................................................            (9,788)           (8,379)
                                                                                  ----------------- -----------------
     Deferred charges, net.......................................................            51,314            52,488
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net....................................            10,319            11,002
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)476,610 (UK Pound)484,370
                                                                                  ================= =================
  LIABILITIES AND SHAREHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses.......................................  (UK Pound)24,671  (UK Pound)23,086
     Current portion of long-term debt...........................................             1,396             1,463
     Foreign exchange call options...............................................             1,343             4,086
     Due to affiliates...........................................................               673               676
                                                                                  ----------------- -----------------
         Total current liabilities...............................................            28,083            29,311
                                                                                  ----------------- -----------------
  
  LONG-TERM DEBT, less current portion...........................................           216,835           202,626
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE CALL OPTIONS AND OTHER........................................             2,653             3,079
                                                                                  ----------------- -----------------
  
  LONG-TERM DEBT, due to shareholder.............................................            10,547            10,322
                                                                                  ----------------- -----------------
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
     Preferred shares, (UK Pound).01 par value - authorized, 10,000,000
       shares; issued, none.......................................................
     Class A common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 37,231,997................................................               372               372
     Class B common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 12,872,605................................................               129               129
     Additional capital..........................................................           358,548           358,548
     Accumulated deficit.........................................................          (140,557)         (120,017)
                                                                                  ----------------- -----------------
         Total shareholders' equity..............................................           218,492           239,032
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)476,610 (UK Pound)484,370
                                                                                  ================= =================
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  Three Months Ended March 31,
                                                                                            1997            1996
                                                                                (in (UK Pound)000's, except per share data)
  REVENUES
     Service income..............................................................  (UK Pound)12,118   (UK Pound)1,947
     Consulting fee income.......................................................               233               387
                                                                                 ------------------  ----------------
                                                                                             12,351             2,334
                                                                                 ------------------  ----------------
  
  COSTS AND EXPENSES
     Operating...................................................................             4,729               793
     Selling, general and administrative.........................................             7,399             3,211
     Management fees.............................................................               843               606
     Depreciation and amortization...............................................             5,923             1,489
                                                                                 ------------------  ----------------
  
                                                                                             18,894             6,099
                                                                                 ------------------  ----------------
  
  OPERATING LOSS.................................................................            (6,543)           (3,765)
  
  OTHER (INCOME) EXPENSE
     Interest expense............................................................             6,051             5,693
     Investment income...........................................................            (2,101)           (4,720)
     Equity in net losses of affiliates..........................................             5,152             5,698
     Exchange losses and other, net..............................................             4,895             1,551
                                                                                 ------------------  ----------------
                                                                                             13,997             8,222
                                                                                 ------------------  ----------------
  
  NET LOSS ......................................................................           (20,540)          (11,987)
  
  ACCUMULATED DEFICIT
      Beginning of period .......................................................          (120,017)          (79,442)
                                                                                 ------------------  ----------------
  
      End of period..............................................................((UK Pound)140,557) (UK Pound)91,429)
                                                                                 ==================  ================
  
  NET LOSS PER SHARE.............................................................    ((UK Pound).41)   ((UK Pound).28)
                                                                                 ==================  ================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD.......................................            50,105            42,511
                                                                                 ==================  ================
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  Three Months Ended March 31,
                                                                                             1997               1996
                                                                                        (UK Pound)000      (UK Pound)000
  OPERATING ACTIVITIES
     Net loss.................................................................... ((UK Pound)20,540)((UK Pound)11,987)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization.............................................             5,923             1,489
       Amortization on foreign exchange contracts................................               683               665
       Non-cash interest expense.................................................             5,916             5,693
       Non-cash investment income................................................              (529)           (1,604)
       Exchange losses...........................................................             5,673             1,456
       Equity in net losses of affiliates........................................             5,152             5,698
       Increase in foreign exchange contracts and other, net.....................                                  19
                                                                                  ----------------- -----------------
                                                                                              2,278             1,429
  
       (Increase) decrease in accounts receivable and other assets...............              (328)            1,624
       Increase in accounts payable and accrued expenses.........................             1,585             1,935
       Decrease in due to affiliates.............................................                (3)             (519)
                                                                                  ----------------- -----------------
  
           Net cash provided by operating activities.............................             3,532             4,469
                                                                                  ----------------- -----------------
  
  FINANCING ACTIVITIES
     Repayment of debt...........................................................               (10)
                                                                                  ----------------- -----------------
  
           Net cash used in financing activities.................................               (10)
                                                                                  ----------------- -----------------
  
  INVESTING ACTIVITIES
     Acquisition, net of cash acquired...........................................                             (10,203)
     Proceeds from sales of short-term investments, net..........................            27,509            20,212
     Capital contributions and loans to affiliates...............................            (7,925)           (7,505)
     Capital expenditures and other..............................................           (19,286)          (13,145)
                                                                                  ----------------- -----------------
  
           Net cash provided by (used in) investing activities...................               298           (10,641)
                                                                                  ----------------- -----------------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...............................             3,820            (6,172)
  
  CASH AND CASH EQUIVALENTS, beginning of period.................................            63,314           162,231
                                                                                  ----------------- -----------------
  
  CASH AND CASH EQUIVALENTS, end of period.......................................  (UK Pound)67,134 (UK Pound)156,059
                                                                                  ================= =================
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1996 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  March  31,  1997  and  the  condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1997 and 1996 have been prepared
       by Comcast UK Cable  Partners  Limited  (the  "Company")  and have not been
       audited  by  the  Company's   independent   auditors.  In  the  opinion  of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations and cash flows as of March 31, 1997 and for all period presented
       have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1996 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1997
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In February 1997, the Financial Accounting Standards Board issued Statement
       of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share." This
       standard,   which  clarifies  and  supersedes  the  current   authoritative
       accounting  literature regarding the computation and disclosure of earnings
       per share,  is  applicable  to  interim  and annual  periods  ending  after
       December  15, 1997 and may not be applied  earlier.  The  Company  does not
       expect  adoption of this standard to result in  significant  changes to the
       Company's calculation or presentation of net loss per share.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1997.
  
  3.   SINGTEL TRANSACTION
  
       In  March  1996,  the  Company  completed  the  acquisition  (the  "Singtel
       Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
       Telecom") 50% interest in Cambridge  Holding  Company  Limited  ("Cambridge
       Cable"),  pursuant to the terms of a Share Exchange  Agreement  executed by
       the parties in December  1995.  In exchange  for  Singapore  Telecom's  50%
       interest in Cambridge Cable and certain loans made to Cambridge Cable, with
       accrued interest thereon,  the Company issued  approximately 8.9 million of
       its Class A Common Shares and paid  approximately (UK Pound)11.8 million to
       Singapore Telecom.  The Company accounted for the Singtel Transaction under
       the purchase method.  As a result of the Singtel  Transaction,  the Company
       owns 100% of Cambridge Cable and Cambridge Cable was consolidated  with the
       Company effective March 31, 1996.
  
       The following  unaudited pro forma information has been presented as if the
       Singtel  Transaction  had occurred on January 1, 1996.  This  unaudited pro
       forma information is based on historical results of operations adjusted for
       acquisition  costs and, in the opinion of  management,  is not  necessarily
       indicative  of what results  would have been had the Company  owned 100% of
       Cambridge  Cable  since  January  1, 1996 (in  thousands,  except per share
       data).
  
                                          5
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
                                                               Three Months Ended
                                                                  March 31, 1996
  
       Revenues...........................................       (UK Pound)8,557
  
       Net loss...........................................               (13,612)
  
       Net loss per share.................................                  (.27)
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company has  historically  invested in three  affiliates  (the  "Equity
       Investees,"  which term excludes  Cambridge  Cable as of and  subsequent to
       March  31,  1996  - see  Note  3):  Birmingham  Cable  Corporation  Limited
       ("Birmingham  Cable"),  Cable  London PLC ("Cable  London")  and  Cambridge
       Cable.  The  Equity  Investees  operate  integrated  cable  communications,
       residential  telephony  and  business  telecommunications  systems in their
       respective  major  metropolitan  areas  under  exclusive  cable  television
       licenses and  non-exclusive  telecommunications  licenses.  As of March 31,
       1997,  the  Company's  ownership  interest  in the Equity  Investees  is as
       follows:
  
                 Birmingham Cable................................27.5%
                 Cable London (1)................................50.0%
       ---------------
       (1)  Increased  in  September  1996 from 49.0% due to the buyout of certain
            minority shareholders.
  
       Included in investments in affiliates as of March 31, 1997 and December 31,
       1996,  are  loans  to  Cable  London  of (UK  Pound)28.5  million  and  (UK
       Pound)22.5  million and accrued  interest of (UK Pound)4.1  million and (UK
       Pound)3.6 million,  respectively. The loans accrue interest at a rate of 2%
       above the published base lending rate of Barclays Bank plc (8.00% effective
       rate as of March 31, 1997) and are subordinate to Cable London's  revolving
       bank credit facility and the London  Revolver (see below).  Of these loans,
       (UK  Pound)21.0  million as of March 31,  1997 and  December  31,  1996 are
       convertible  into ordinary shares of Cable London at a per share conversion
       price of (UK  Pound)2.00.  Also included in investments in affiliates as of
       March 31, 1997 are loans to Birmingham  Cable of (UK Pound)1.9  million and
       accrued  interest of (UK  Pound)20,000.  The Birmingham  Cable loans accrue
       interest at a rate of 2% above the London Interbank  Offered Rate ("LIBOR")
       (8.00%  effective  rate  as of  March  31,  1997)  and are  subordinate  to
       Birmingham Cable's credit facility.
  
       In May 1997, Cable London entered into a (UK Pound)170.0  million revolving
       credit facility (the "London  Revolver") with various banks, which converts
       into a five year term loan on June 30, 2001.  Interest  rates on the London
       Revolver are at LIBOR plus 1/2% to 2-3/8%. The London Revolver will be used
       by Cable London, subject to certain restrictions,  for capital expenditures
       and working capital  requirements  relating to the build-out of its systems
       and the repayment of outstanding indebtedness under Cable London's existing
       credit facility.
  
       The London  Revolver  contains  restrictive  covenants  which  limit  Cable
       London's ability to enter into arrangements for the acquisition and sale of
       property  and  equipment,   investments,  mergers  and  the  incurrence  of
       additional debt.  Certain of these covenants require that certain financial
       ratios and cash flow levels be maintained and contain certain  restrictions
       on  dividend  payments.  The  Company's  right to  receive  consulting  fee
       payments  from Cable  London has been  subordinated  to the banks under the
       London  Revolver.  The payment of consulting fees is restricted until Cable
       London meets certain  financial ratio tests under the London  Revolver.  In
       addition,  the Company's shares in Cable London have been pledged to secure
       the London Revolver.
  
                                          6
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  Birmingham           Cable          Cambridge
                                                                      Cable             London             Cable          Combined
                                                                 (UK Pound)000       (UK Pound)000    (UK Pound)000    (UK Pound)000
  THREE MONTHS ENDED MARCH 31, 1997
       Results of operations
           Service income...................................    (UK Pound)15,394    (UK Pound)11,671  (UK Pound)     (UK Pound)27,065
           Operating, selling, general and
             administrative expenses........................             (13,454)            (11,036)                         (24,490)
           Depreciation and amortization....................              (6,293)             (4,258)                         (10,551)
           Operating loss...................................              (4,353)             (3,623)                          (7,976)
           Net loss.........................................              (7,355)             (6,109)                         (13,464)
           Company's equity in net loss.....................              (2,058)             (3,094)                          (5,152)
  
       AT MARCH 31, 1997
       Financial position
           Current assets...................................              63,437              10,348                           73,785
           Noncurrent assets................................             259,517             170,056                          429,573
           Current liabilities..............................              27,864              24,839                           52,703
           Noncurrent liabilities...........................             199,290             137,565                          336,855
  
       THREE MONTHS ENDED MARCH 31, 1996
       Results of operations
           Service income...................................              12,312               9,121          6,401            27,834
           Operating, selling, general and
             administrative expenses........................             (10,552)             (8,941)        (6,366)          (25,859)
           Depreciation and amortization....................              (4,554)             (3,329)        (2,168)          (10,051)
           Operating loss...................................              (2,794)             (3,149)        (2,133)           (8,076)
           Net loss.........................................              (4,434)             (4,633)        (4,419)          (13,486)
           Company's equity in net loss.....................              (1,218)             (2,270)        (2,210)           (5,698)
  5.   LONG-TERM DEBT
  
       The accreted value of the Company's  11.20% Senior Discount  Debentures due
       2007 (the "2007 Discount  Debentures") was (UK Pound)212.6  million and (UK
       Pound)198.1   million  as  of  March  31,  1997  and   December  31,  1996,
       respectively.  The 2007 Discount Debentures contain  restrictive  covenants
       which limit the Company's ability to pay dividends.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earns  consulting fee income under  consulting  agreements  with the Equity
       Investees.  The consulting fee income is generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas.
  
       The  Company's  right to  receive  certain  consulting  fee  payments  from
       Birmingham Cable and Cable London has been  subordinated to the banks under
       their  credit  facilities.  Accordingly,  a portion of these fees have been
       classified  as long-term  receivables  and are included in  investments  in
       affiliates  in the  Company's  condensed  consolidated  balance  sheet.  In
       addition,  the Company's shares in Cable London have been pledged to secure
       amounts  outstanding  under the Cable London credit facility and the London
       Revolver (see Note 4).
  
                                          7
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       Management fee expense is incurred under agreements  between the Company on
       the  one  hand,  and  Comcast   Corporation   ("Comcast"),   the  Company's
       controlling  shareholder,  and Comcast UK Cable Partners  Consulting,  Inc.
       ("Comcast Consulting"),  an indirect wholly owned subsidiary of Comcast, on
       the other,  whereby  Comcast  and  Comcast  Consulting  provide  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management  fees are based on Comcast's and
       Comcast Consulting's cost of providing such services.  As of March 31, 1997
       and  December  31,  1996,  due to  affiliates  consists  primarily  of this
       management fee and operating expenses paid by Comcast and its affiliates on
       behalf of the Company.
  
       For the three  months  ended  March 31,  1997 and 1996,  investment  income
       includes  (UK  Pound)529,000  and (UK  Pound)430,000  of  interest  income,
       respectively,  relating to the loans to  Birmingham  Cable and Cable London
       described  in Note 4. In addition,  investment  income for the three months
       ended March 31, 1996  includes  (UK  Pound)1.2  million of interest  income
       relating to loans to Cambridge Cable which were eliminated in consolidation
       effective March 31, 1996 (see Note 3).
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast UK Holdings,  Inc.  which are due in 1999.  For the three months
       ended March 31, 1997 and 1996, the Company recorded (UK  Pound)224,000  and
       (UK  Pound)207,000,  respectively,  of  interest  expense  relating to such
       notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more favorable than those with non-affiliated parties.
  
  7.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  In the opinion of  management,  the
       amount  of  ultimate  liability  with  respect  to these  actions  will not
       materially  affect  the  financial  position,   results  of  operations  or
       liquidity of the Company.
  
                                          8
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   was
  incorporated in 1992 to develop,  construct, manage and operate the interests of
  Comcast in the United Kingdom ("UK") cable and  telecommunications  industry. As
  of March 31, 1997, the Company has interests in four  operations (the "Operating
  Companies"): Birmingham Cable Corporation Limited ("Birmingham Cable"), in which
  the Company owns a 27.5% interest,  Cable London PLC ("Cable London"),  in which
  the Company owns a 50.0% interest, Cambridge Holding Company Limited ("Cambridge
  Cable"), in which the Company owns a 100% interest and two companies holding the
  franchises  for  Darlington  and Teesside,  England  ("Teesside"),  in which the
  Company owns a 100% interest.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.6  million  homes  and the
  businesses  within their  franchise  areas.  As of March 31, 1997, the Operating
  Companies'  systems passed more than 1,029,000 homes or approximately 64% of the
  homes in their franchise  areas and served more than 266,000 cable  subscribers,
  290,000   residential   telephony   subscribers  and  8,900  business  telephony
  subscribers.
  
  The Company  accounts  for its  interests in  Birmingham  Cable and Cable London
  under the equity method.  Through March 31, 1996, the Company also accounted for
  its  interest  in  Cambridge   Cable  under  the  equity   method  (see  below).
  Collectively, Birmingham Cable, Cable London and Cambridge Cable are referred to
  herein as the "Equity  Investees" (which term excludes Cambridge Cable as of and
  subsequent to March 31, 1996).
  
  General Development of Business
  
  Singtel Transaction
  
  In March 1996, the Company completed the acquisition (the "Singtel Transaction")
  of Singapore Telecom  International  Pte.  Limited's  ("Singapore  Telecom") 50%
  interest in Cambridge Cable, pursuant to the terms of a Share Exchange Agreement
  executed by the parties in December  1995. In exchange for  Singapore  Telecom's
  50% interest in Cambridge Cable and certain loans made to Cambridge Cable,  with
  accrued interest  thereon,  the Company issued  approximately 8.9 million of its
  Class A Common Shares and paid approximately (UK Pound)11.8 million to Singapore
  Telecom.  The Company  accounted for the Singtel  Transaction under the purchase
  method.  As a result of the  Singtel  Transaction,  the Company now owns 100% of
  Cambridge Cable and Cambridge Cable was consolidated  with the Company effective
  March 31, 1996.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  shareholders,  as well as proceeds from the Company's initial public offering of
  15.0 million of its Class A Common Shares (net proceeds of $209.4 million or (UK
  Pound)132.6  million) in September  1994 and from the Company's  offering of its
  $517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
  due 2007 (the "2007 Discount Debentures") (net proceeds of $291.1 million or (UK
  Pound)186.9  million) in November 1995.  Interest  accretes on the 2007 Discount
  Debentures at 11.20% per annum compounded  semi-annually  from November 15, 1995
  to November 15, 2000, after which date interest will be paid in cash on each May
  15 and
  
                                          9
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  November 15 through  November 15, 2007.  The 2007  Discount  Debentures  contain
  restrictive  covenants which limit the Company's  ability to pay dividends.  The
  Operating  Companies  have not paid any dividends or advances to the Company and
  are not expected to pay any dividends or advances in the foreseeable future.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies will be able to generate positive  operating cash flow,
  (iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
  whether  there  may be  future  acquisitions  and  trades  funded in cash or the
  Company's  shares.   There  are  no  agreements  or  negotiations  for  specific
  significant acquisitions currently pending.
  
  Historically,  the  Company  has made  investments  in the Equity  Investees  in
  conjunction  with  proportionate  investments  by its  strategic  and  financial
  partners.  The Company made  capital  contributions  and loans to the  Operating
  Companies in the aggregate of (UK Pound)31.3  million and (UK Pound)22.1 million
  during the three  months ended March 31, 1997 and 1996,  respectively.  Of these
  amounts,  (UK  Pound)7.9  million and (UK  Pound)7.5  million  relate to capital
  contributions  and loans to the Equity  Investees  during the three months ended
  March 31, 1997 and 1996, respectively. Although the Company is not contractually
  committed to make any additional  capital  contributions  or loans to any of the
  Equity  Investees,  it  currently  intends  to fund  its  share  of the  amounts
  necessary for capital expenditures and to finance operating deficits. Failure to
  do so could dilute the Company's ownership interest in the Equity Investees.
  
  The Company estimates that the Operating  Companies will require an aggregate of
  approximately  (UK Pound)370  million to (UK  Pound)470  million after March 31,
  1997 to complete the build-out of their  systems.  Although the Company  expects
  that its strategic and financial  partners in the Equity  Investees will provide
  their share of such funds,  they are not  contractually  obligated to do so, and
  thus no assurance of such funding can be given.  If the Company's  strategic and
  financial partners fail to provide such financing,  the Equity Investees will be
  required to seek additional funds elsewhere. Such additional funds may come from
  the Company,  from new strategic and financial  partners,  from borrowings under
  existing or new credit  facilities or from other sources,  although there can be
  no assurance that any such financing would be available on acceptable  terms and
  conditions.  The Company and its strategic and financial partners generally have
  veto rights over the Equity Investees' debt financing decisions.  Failure of any
  Operating Company to obtain financing necessary to complete the build-out of its
  system could result in the loss of its cable franchises and licenses.
  
  The  Company is exposed to market  risk  including  changes in foreign  currency
  exchange  rates.  To manage the  volatility  relating  to these  exposures,  the
  Company enters into various  derivative  transactions  pursuant to the Company's
  policies in areas such as counterparty exposure and hedging practices. Positions
  are monitored using techniques including market value and sensitivity  analysis.
  The Company  does not hold or issue any  derivative  financial  instruments  for
  trading purposes and is not a party to leveraged  instruments.  The credit risks
  associated with the Company's  derivative  financial  instruments are controlled
  through  the  evaluation  and   monitoring  of  the   creditworthiness   of  the
  counterparties.  Although  the  Company may be exposed to losses in the event of
  nonperformance by the  counterparties,  the Company does not expect such losses,
  if any, to be significant.
  
  The Company has entered into certain  foreign  exchange  option  contracts  ("FX
  Options")  as a normal part of its foreign  currency  risk  management  efforts.
  During  1995,  the Company  entered  into  certain  foreign  exchange put option
  contracts  ("FX Puts") which may be settled only on November 16, 2000.  These FX
  Puts are used to limit the Company's exposure to the risk that the eventual cash
  outflows  related to net monetary  liabilities  denominated in currencies  other
  than its functional currency (the UK Pound Sterling or "UK Pound")  (principally
  the 2007  Discount  Debentures)  are  adversely  affected by changes in exchange
  rates.  As of  March  31,  1997 and  December  31,  1996,  the  Company  has (UK
  Pound)250.0  million notional amount of FX Puts to purchase United States ("US")
  dollars at an exchange ratio of $1.35 per (UK Pound)1.00  (the "Ratio").  The FX
  Puts provide a hedge, to the extent the exchange ratio falls below the
  
                                         10
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  Ratio, against the Company's net monetary liabilities  denominated in US dollars
  since  gains and  losses  realized  on the FX Puts are  offset  against  foreign
  exchange gains or losses  realized on the underlying net  liabilities.  Premiums
  paid for the FX Puts of (UK Pound)13.9  million are included in foreign exchange
  put options and other in the Company's condensed consolidated balance sheet, net
  of related  amortization.  These premiums are being  amortized over the terms of
  the related contracts of five years.
  
  During 1995, in order to reduce hedging costs, the Company sold foreign exchange
  call option contracts ("FX Calls") to exchange (UK Pound)250.0  million notional
  amount and received (UK Pound)3.4  million.  These contracts may only be settled
  on their expiration dates. Of these contracts,  (UK Pound)200.0 million notional
  amount, with an exchange ratio of $1.70 per (UK Pound)1.00,  expired unexercised
  in November 1996 while the remaining  contract,  with a (UK  Pound)50.0  million
  notional  amount  and an  exchange  ratio of  $1.62  per (UK  Pound)1.00,  has a
  settlement  date in November  2000.  In the fourth  quarter of 1996, in order to
  continue to reduce hedging costs,  the Company sold additional FX Calls, for (UK
  Pound)2.1  million,  to exchange  (UK  Pound)200.0  million  notional  amount at
  average exchange ratio of $1.75 per (UK Pound)1.00.  These contracts may only be
  settled on their  expiration  dates  during the fourth  quarter of 1997.  The FX
  Calls  are  marked-to-market  on a  current  basis  in the  Company's  condensed
  consolidated statement of operations and accumulated deficit.
  
  Changes  in fair  value  between  measurement  dates  relating  to the FX  Calls
  resulted in exchange  gains of (UK Pound)3.2  million and (UK Pound)1.8  million
  during the three months ended March 31, 1997 and 1996, respectively.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
  operating cash flow and to obtain external  financing,  although there can be no
  assurance  that any such  financing  will be available on  acceptable  terms and
  conditions.  The Company  believes that its existing cash, cash  equivalents and
  short-term investments will be sufficient to fund the Company's expected capital
  contributions   and  loans  Birmingham  Cable  and  Cable  London  and  to  fund
  development  and  construction  costs for Cambridge  Cable and Teesside  through
  April 1998.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic  and  financial  partners  and cash from the  issuance  of  Birmingham
  Cable's   preference  shares.  The  Company  estimates  that  approximately  (UK
  Pound)42.0  million will be required between April 1, 1997 and December 31, 1997
  to continue  development and construction of Birmingham Cable's  cable/telephony
  network.  An additional  (UK  Pound)20.0  million to (UK  Pound)40.0  million is
  expected to be required to complete  the  build-out  in  subsequent  years.  The
  Company  expects  that the  majority of such funds will be provided by cash from
  the issuance of Birmingham Cable's preference shares. Any additional funding may
  come from the Company or its strategic and financial partners,  borrowings under
  new credit facilities or from other sources,  although there can be no assurance
  that any such financing will be available on acceptable terms and conditions.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial partner and borrowings under its existing credit facility.
  
  In May 1997,  Cable London  entered  into a (UK  Pound)170.0  million  revolving
  credit facility (the "London  Revolver") with various banks, which converts into
  a five year term loan on June 30, 2001. Interest rates on the London Revolver
  
                                         11
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  are at the London  Interbank  Offered Rate  ("LIBOR")  plus 1/2% to 2-3/8%.  The
  London Revolver will be used by Cable London,  subject to certain  restrictions,
  for  capital  expenditures  and  working  capital  requirements  relating to the
  build-out of its systems and the  repayment of  outstanding  indebtedness  under
  Cable London's existing credit facility.
  
  The London Revolver  contains  restrictive  covenants which limit Cable London's
  ability to enter into  arrangements for the acquisition and sale of property and
  equipment,  investments,  mergers and the incurrence of additional debt. Certain
  of these covenants require that certain financial ratios and cash flow levels be
  maintained and contain certain restrictions on dividend payments.  The Company's
  right to receive consulting fee payments from Cable London has been subordinated
  to the banks  under the  London  Revolver.  The  payment of  consulting  fees is
  restricted  until Cable London  meets  certain  financial  ratio tests under the
  London  Revolver.  In addition,  the Company's  shares in Cable London have been
  pledged to secure the London Revolver.
  
  The Company estimates that approximately (UK Pound)30.0 million will be required
  between  April  1,  1997 and  December  31,  1997 to  continue  development  and
  construction  of Cable  London's  cable/telephony  network.  An  additional  (UK
  Pound)80.0  million to (UK  Pound)100.0  million is  expected  to be required to
  complete  the  build-out  in  subsequent  years.  The Company  expects  that the
  majority of such funds and Cable London's 1997 debt maturity  requirements  will
  be provided by the London  Revolver.  Any  additional  funding may come from the
  Company or its  strategic  and financial  partner,  borrowings  under new credit
  facilities or from other  sources,  although  there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Cambridge Cable.  Prior to the Singtel  Transaction,  Cambridge  Cable's primary
  source of funding had been capital  contributions and loans from the Company and
  Singapore  Telecom.  The Company  estimates  that  approximately  (UK Pound)24.0
  million will be required between April 1, 1997 and December 31, 1997 to continue
  development and construction of Cambridge Cable's  cable/telephony  network.  An
  additional (UK Pound)90.0  million to (UK Pound)120.0  million is expected to be
  required to complete the build-out in subsequent years. The Company expects that
  such  funds  will be  provided  by the  Company,  borrowings  under  new  credit
  facilities or from other  sources,  although  there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)38.0  million will be required between April 1, 1997 and December 31, 1997
  to continue development and construction of Teesside's  cable/telephony network.
  An additional (UK Pound)50.0 million to (UK Pound)70.0 million is expected to be
  required to complete the build-out in subsequent years. The Company expects that
  such  funds  will be  provided  by the  Company,  borrowings  under  new  credit
  facilities or from other  sources,  although  there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Statement of Cash Flows
  
  Cash and cash equivalents  increased (UK Pound)3.8  million as of March 31, 1997
  from December 31, 1996 and decreased (UK Pound)6.2  million as of March 31, 1996
  from December 31, 1995. Changes in cash and cash equivalents  primarily resulted
  from cash flows from  operating  and  investing  activities  which are explained
  below.
  
  Net cash provided by operating  activities amounted to (UK Pound)3.5 million and
  (UK  Pound)4.5  million  for the three  months  ended  March 31,  1997 and 1996,
  respectively.  The changes in net cash provided by operating  activities for the
  respective  periods are primarily due to changes in working  capital as a result
  of the timing of receipts and disbursements.
  
  Net cash provided by (used in) investing  activities was (UK  Pound)298,000  and
  ((UK  Pound)10.6)  million for the three  months  ended March 31, 1997 and 1996,
  respectively. During the three months ended March 31, 1997, net cash provided by
  
                                         12
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  investing activities includes proceeds from the sales of short-term  investments
  of (UK  Pound)27.5  million,  offset by  capital  expenditures  and other of (UK
  Pound)19.3  million and capital  contributions  and loans to  affiliates  of (UK
  Pound)7.9  million.  During the three months ended March 31, 1996, net cash used
  in investing  activities  includes  the  acquisition  of Cambridge  Cable of (UK
  Pound)10.2 million, net of cash acquired,  capital expenditures and other of (UK
  Pound)13.1  million and capital  contributions  and loans to  affiliates  of (UK
  Pound)7.5 million,  offset by proceeds from the sales of short-term  investments
  of (UK Pound)20.2 million.
  
  Results of Operations
  
  The Company
  
  The Company  recognized net losses of (UK Pound)20.5  million and (UK Pound)12.0
  million  for the  three  months  ended  March 31,  1997 and 1996,  respectively,
  representing  an increase of (UK Pound)8.5  million or 71% from 1996 as compared
  to the same period in 1997. The increase in the Company's net loss is due to the
  impact of  fluctuations  in the  valuation of the UK Pound on the 2007  Discount
  Debentures,  which are denominated in US Dollars, and on the Company's FX Calls,
  the  effects  of  the  Singtel  Transaction  and  the  Company  recognizing  its
  proportionate share of the Equity Investees' net losses.
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative  expenses and depreciation and amortization
  expense  for the three  months  ended  March 31,  1997,  as compared to the same
  period in 1996, are  attributable to the effects of the Singtel  Transaction and
  the  effects  of  the  continuing  construction  of  Teesside's  cable/telephony
  network. Cambridge Cable's service income, operating expenses,  selling, general
  and administrative  expenses and depreciation and amortization  expense were (UK
  Pound)7.8  million,  (UK  Pound)3.2  million,  (UK  Pound)4.2  million  and  (UK
  Pound)3.5 million, respectively, for the three months ended March 31, 1997.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income is generally  based on a percentage of gross revenues or a
  fixed amount per dwelling unit in the Equity Investees' franchise areas.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
  Consulting"),  an indirect  wholly owned  subsidiary  of Comcast,  on the other,
  whereby Comcast and Comcast Consulting provide consulting services to the Equity
  Investees on behalf of the Company and management services to the Company.  Such
  management  fees  are  based  on  Comcast's  and  Comcast  Consulting's  cost of
  providing such services.
  
  Interest  expense  for the three  months  ended  March 31, 1997 and 1996 was (UK
  Pound)6.1  million and (UK  Pound)5.7  million,  respectively,  representing  an
  increase of (UK  Pound)400,000 or 7% from 1996 as compared to the same period in
  1997. The increase is primarily  attributable  to the compounding of interest on
  the 2007 Discount Debentures.
  
  Investment  income for the three  months  ended  March 31, 1997 and 1996 was (UK
  Pound)2.1  million  and (UK  Pound)4.7  million,  respectively,  representing  a
  decrease  of (UK  Pound)2.6  million  or 55% from 1996 as  compared  to the same
  period in 1997.  The decrease is primarily  attributable  to the decrease in the
  average balance of cash, cash equivalents and short-term investments held by the
  Company  during  1997 as  compared to the same period in 1996 and the effects of
  the Singtel Transaction.
  
  Equity in net losses of affiliates for the three months ended March 31, 1997 and
  1996  was  (UK  Pound)5.2  million  and  (UK  Pound)5.7  million,  respectively,
  representing a decrease of (UK  Pound)500,000 or 9% from 1996 as compared to the
  same period in 1997. The decrease is  attributable to the effects of the Singtel
  Transaction,  partially  offset by the effects of increases in the net losses of
  Birmingham Cable and Cable London.
  
                                         13
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  Net exchange losses and other expenses for the three months ended March 31, 1997
  and 1996 were (UK  Pound)4.9  million and (UK Pound)1.6  million,  respectively,
  representing  an increase of (UK Pound)3.3  million from 1996 as compared to the
  same  period  in 1997.  This  increase  primarily  results  from the  impact  of
  fluctuations  in the valuation of the UK Pound on the 2007 Discount  Debentures,
  which  are  denominated  in US  Dollars,  and on the  Company's  FX  Calls.  The
  Company's  results of  operations  will continue to be affected by exchange rate
  fluctuations.
  
  The Operating Companies
  
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating  Companies'  results of operations for the three months
  ended March 31, 1997 and 1996 is based on their  proportionate  combined results
  of  operations.  Such  proportionate  combined  results of operations  have been
  derived from the financial  statements of the Company and the Equity  Investees,
  after  giving  effect  to the  Company's  ownership  interests  in  each  of the
  Operating Companies as of March 31, 1997. The Company believes that presentation
  of  proportionate  combined  financial  data,  although not in  accordance  with
  generally  accepted  accounting  principles,  facilitates the  understanding and
  assessment  of its  operating  performance  since the Company  accounts  for its
  interests in Birmingham  Cable,  Cable London and Cambridge Cable (through March
  31, 1996) under the equity  method.  The results of  operations  of Teesside and
  Cambridge Cable  (subsequent to March 31, 1996) are  consolidated  with those of
  the Company.
  
  The  Operating  Companies  account  for costs  and  expenses  applicable  to the
  construction and operation of their cable  telecommunications  systems under the
  provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
  "Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
  the period  while a system is  partially  under  construction  and  partially in
  service (the "Prematurity Period"), costs of telecommunications plant, including
  materials,   direct   labor   and   construction   overhead   are   capitalized.
  Subscriber-related  costs and general and  administrative  costs are expensed as
  incurred.  Costs incurred in anticipation of servicing a fully operating  system
  that  will not vary  regardless  of the  number  of  subscribers  are  partially
  expensed and partially  capitalized  based upon the percentage of average actual
  or  estimated  subscribers,  whichever  is  greater,  to  the  total  number  of
  subscribers  expected at the end of the  Prematurity  Period  (the  "Fraction").
  During the Prematurity Period, depreciation and amortization of system assets is
  determined  by  multiplying  the  depreciation  and  amortization  of the  total
  capitalized  system assets expected at the end of the Prematurity  Period by the
  Fraction. At the end of the Prematurity Period, depreciation and amortization of
  system assets is based on the remaining undepreciated cost at that date.
  
  Proportionate  combined  service  income  was  (UK  Pound)22.2  million  and (UK
  Pound)16.3  million  for the  three  months  ended  March  31,  1997  and  1996,
  respectively, representing an increase of (UK Pound)5.9 million or 36% from 1996
  as  compared  to the same  period in 1997.  Substantially  all of the  growth in
  service  income was due to increases in the number of cable  communications  and
  telephony  subscribers,  primarily  as a  result  of  additional  homes  passed.
  Approximately  one-half of the Operating Companies' service income for the three
  months  ended  March 31,  1997 and 1996 is  derived  from  monthly  subscription
  charges relating  primarily to cable  communications  services and approximately
  one-half of their  service  income for these periods is derived  primarily  from
  usage charges relating to telephony services.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK  Pound)21.4  million and (UK  Pound)17.2  million for the three  months
  ended March 31,  1997 and 1996,  respectively,  representing  an increase of (UK
  Pound)4.2  million  or 24% from  1996 as  compared  to the same  period in 1997.
  Substantially all of the increase was attributable to the continued  development
  of Teesside's  operations  and increased  business  activity  resulting from the
  growth in the number of subscribers and development of the Operating  Companies'
  franchise areas.
  
  Proportionate  combined  depreciation and amortization expense was (UK Pound)9.5
  million and (UK Pound)6.3  million for the three months ended March 31, 1997 and
  1996,  respectively,  representing  an increase of (UK Pound)3.2  million or 51%
  from 1996 as  compared  to the same  period in 1997.  This  increase  was due to
  certain of the Operating Companies' discrete build
  
                                         14
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  areas ending their Prematurity  Periods as set out under SFAS No. 51, as well as
  an increase in the percentage used to calculate depreciation expense as a result
  of an  increased  number  of  subscribers  in  those  discrete  franchise  areas
  remaining in their Prematurity Period.
  
  Proportionate  combined  interest  expense  was (UK  Pound)4.9  million  and (UK
  Pound)4.3  million  for  the  three  months  ended  March  31,  1997  and  1996,
  respectively,  representing an increase of (UK Pound)600,000 or 14% from 1996 as
  compared to the same period in 1997. The increase was primarily  attributable to
  additional loans from shareholders and borrowings under credit facilities.
  
  Proportionate   combined   investment  income  was  (UK  Pound)536,000  and  (UK
  Pound)844,000 for the three months ended March 31, 1997 and 1996,  respectively,
  representing a decrease of (UK Pound)308,000 or 36% from 1996 as compared to the
  same period in 1997. The decrease was  attributable to a decrease in the average
  balance of cash,  cash  equivalents  and  restricted  cash held by the Operating
  Companies  during the three months ended March 31, 1997, as compared to the same
  period in 1996.
  
                                         15
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
  The Company and the Operating  Companies are not party to litigation  which,  in
  the opinion of the Company's management,  will have a material adverse effect on
  the Company's financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 27.1  Financial Data Schedule.
  
            (b)  Reports on Form 8-K - none.
  
                                         16
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1997
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                         COMCAST UK CABLE PARTNERS LIMITED
                                         -----------------------------------------
  
                                         /s/ John R. Alchin
                                         -----------------------------------------
                                         John R. Alchin
                                         Senior Vice President and
                                         Treasurer (Principal Financial Officer)
  
  Date: May 15, 1997
  
                                         17