content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                    JUNE 30, 1998
                                         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
            (441) 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 agent for service)
    of Registrant's principal
        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 June 30, 1998,  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 JUNE 30, 1998
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheet
                      as of June 30, 1998 and December 31,
                      1997 (Unaudited)...........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1998 and 1997 (Unaudited)..................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1998 and 1997 (Unaudited)..................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 10
  
            Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations..................11 - 18
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.........................................19
  
            Item 6.   Exhibits and Reports on Form 8-K..........................19
  
            SIGNATURE...........................................................20
  
                          ________________________________
  
  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;  the NTL Transaction (see Note 3 to Condensed
  Consolidated  Financial  Statements);  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 JUNE 30, 1998
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                        June 30,         December 31,
                                                                                          1998               1997
                                                                                (in (UK Pound)000's, except share data)
  <S>                                                                             <C>                <C>   
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents.................................................... (UK Pound)92,315  (UK Pound)37,372
     Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)3,065 and (UK Pound)2,598.........................................           3,805             4,255
     Other current assets..........................................................           6,798             5,419
                                                                                  ----------------- -----------------
         Total current assets......................................................         102,918            47,046
                                                                                  ----------------- -----------------
  
  INVESTMENTS IN AFFILIATES........................................................          53,981            61,363
                                                                                  ----------------- -----------------
  
  PROPERTY AND EQUIPMENT...........................................................         348,960           315,702
     Accumulated depreciation .....................................................         (44,506)          (33,000)
                                                                                  ----------------- -----------------
     Property and equipment, net...................................................         304,454           282,702
                                                                                  ----------------- -----------------
  
  DEFERRED CHARGES.................................................................          58,666            60,770
     Accumulated amortization......................................................         (13,082)          (13,985)
                                                                                  ----------------- -----------------
     Deferred charges, net.........................................................          45,584            46,785
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE PUT OPTIONS, net................................................           6,584             7,958
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)513,521 (UK Pound)445,854
                                                                                  ================= =================
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses.........................................(UK Pound)25,210  (UK Pound)23,605
     Accrued interest..............................................................             323
     Current portion of long-term debt.............................................           1,943             1,683
     Due to affiliates.............................................................           1,161               920
                                                                                  ----------------- -----------------
         Total current liabilities.................................................          28,637            26,208
                                                                                  ----------------- -----------------
  
  LONG-TERM DEBT, less current portion.............................................         330,695           234,010
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE CALL OPTION.....................................................           2,515            2,688
                                                                                  ----------------- -----------------
  
  LONG-TERM DEBT, due to shareholder...............................................          11,775            11,272
                                                                                  ----------------- -----------------
  
  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...........................................................        (219,150)         (187,373)
                                                                                  ----------------- -----------------
         Total shareholders' equity................................................         139,899           171,676
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)513,521 (UK Pound)445,854
                                                                                  ================= =================
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                    Six Months Ended                        Three Months Ended
                                                                        June 30,                                  June 30,
                                                               1998                 1997                 1998                 1997
                                                                         (in  (UK Pound)000's, except per share data)
  <S>                                                  <C>                  <C>                  <C>                 <C>   
  REVENUES
     Service income................................    (UK Pound)36,027     (UK Pound)25,205     (UK Pound)18,725    (UK Pound)13,087
     Consulting fee income.........................                 561                  496                  287                 263
                                                     ------------------   ------------------   ------------------  ------------------
                                                                 36,588               25,701               19,012              13,350
                                                     ------------------   ------------------   ------------------  ------------------
  
  COSTS AND EXPENSES
     Operating.....................................              11,762                9,894                6,101               5,165
     Selling, general and administrative...........              17,196               14,818                8,707               7,419
     Management fees...............................               1,470                1,707                  715                 864
     Depreciation and amortization.................              14,684               12,189                7,430               6,266
                                                     ------------------   ------------------   ------------------  ------------------
  
                                                                 45,112               38,608               22,953              19,714
                                                     ------------------   ------------------   ------------------  ------------------
  
  OPERATING LOSS...................................              (8,524)             (12,907)              (3,941)             (6,364)
  
  OTHER (INCOME) EXPENSE
     Interest expense..............................              17,407               12,285                8,937               6,234
     Investment income.............................              (4,489)              (4,026)              (2,260)             (1,925)
     Equity in net losses of affiliates............              11,185               10,314                4,770               5,162
     Exchange (gains) losses and other.............                (850)               2,168                  898              (2,727)
                                                     ------------------   ------------------   ------------------  ------------------
                                                                 23,253               20,741               12,345               6,744
                                                     ------------------   ------------------   ------------------  ------------------
  
  NET LOSS.........................................             (31,777)             (33,648)             (16,286)            (13,108)
  
  ACCUMULATED DEFICIT
      Beginning of period .........................            (187,373)            (120,017)            (202,864)           (140,557)
                                                     ------------------   ------------------   ------------------  ------------------
  
      End of period................................  ((UK Pound)219,150)  ((UK Pound)153,665)  ((UK Pound)219,150) ((UK Pound)153,665)
                                                     ==================   ==================   ==================  ==================
  
  
  NET LOSS PER SHARE...............................      ((UK Pound).63)      ((UK Pound).67)      ((UK Pound).32)     ((UK Pound).26)
                                                     ==================   ==================   ==================  ==================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD.........              50,105               50,105               50,105              50,105
                                                     ==================   ==================   ==================  ==================
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                               Six Months Ended June 30,
                                                                             1998                      1997
                                                                       (UK Pound)000             (UK Pound)000
  <S>                                                               <C>                       <C>       
  OPERATING ACTIVITIES
      Net loss......................................................((UK Pound)31,777)        ((UK Pound)33,648)
      Adjustments to reconcile net loss to net cash provided
        by operating activities:
         Depreciation and amortization..............................           14,684                    12,189
         Amortization on foreign exchange contracts.................            1,374                     1,374
         Non-cash interest expense..................................           13,301                    12,015
         Non-cash investment income.................................           (1,427)                   (1,149)
         Exchange (gains) losses....................................           (2,590)                    1,780
         Equity in net losses of affiliates.........................           11,185                    10,314
                                                                     ----------------          ----------------
                                                                                4,750                     2,875
  
         Increase in accounts receivable and other current assets...             (929)                     (813)
         Increase in accounts payable and accrued expenses and
            accrued interest........................................            1,928                     1,178
                                                                     ----------------          ----------------
                Net cash provided by operating activities...........            5,749                     3,240
                                                                     ----------------          ----------------
  
  FINANCING ACTIVITIES
      Repayments of debt............................................           (1,124)                     (800)
      Proceeds from borrowings......................................           86,000
      Deferred financing costs......................................           (1,634)
      Net transactions with affiliates..............................             (365)                     (272)
                                                                     ----------------          ----------------
                Net cash provided by (used in) financing activities.           82,877                    (1,072)
                                                                     ----------------          ----------------
  
  INVESTING ACTIVITIES
      Proceeds from sales of short-term investments, net............                                     38,161
      Capital contributions and loans to affiliates.................           (1,768)                   (8,661)
      Capital expenditures..........................................          (31,701)                  (38,194)
      Deferred charges..............................................             (214)                     (461)
                                                                     ----------------          ----------------
                Net cash used in investing activities...............          (33,683)                   (9,155)
                                                                     ----------------          ----------------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................           54,943                    (6,987)
  
  CASH AND CASH EQUIVALENTS, beginning of period....................           37,372                    63,314
                                                                     ----------------          ----------------
  
  CASH AND CASH EQUIVALENTS, end of period.......................... (UK Pound)92,315          (UK Pound)56,327
                                                                     ================          ================
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet as of June 30, 1998,  the condensed
       consolidated  statement of operations and  accumulated  deficit for the six
       and  three  months  ended  June  30,  1998  and  1997  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1998
       and 1997 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 June  30,  1998 and for all
       periods 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, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1998
       are not necessarily indicative of operating results for the full year.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
       adoption of SFAS No. 133, all  derivatives are required to be recognized in
       the  statement of financial  position as either assets or  liabilities  and
       measured at fair value. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
  3.   AMALGAMATION WITH NTL
  
       On February 4, 1998,  the Company  entered into a  definitive  agreement to
       amalgamate (the "NTL  Transaction")  with a wholly owned Bermuda subsidiary
       of  NTL  Incorporated  ("NTL").  NTL is an  alternative  telecommunications
       company in the  United  Kingdom  ("UK")  and is listed on  Nasdaq.  The NTL
       Transaction  is expected to close in 1998,  subject to, among other things,
       the receipt of required Bermuda and UK regulatory  approvals,  the approval
       of the Company's and NTL's  shareholders,  the consent of the Company's and
       NTL's  bondholders,  the  consent of  certain  NTL bank  lenders  and other
       customary closing matters.  Comcast  Corporation  ("Comcast"),  through its
       indirect wholly owned subsidiary, Comcast U.K. Holdings, Inc. ("Holdings"),
       is the sole  holder  of the  multiple-voting  Class B Common  Shares of the
       Company and has agreed to vote for the  transaction,  assuring its approval
       by the Company's  shareholders.  Upon  consummation of the NTL Transaction,
       the Company would become a wholly owned subsidiary of NTL.
  
       Except in the  circumstances  described below,  the Company's  shareholders
       will receive  0.3745  shares of NTL common stock for each of the  Company's
       Class A Common  Shares or Class B Common  Shares.  If the  average  closing
       price of the NTL common  stock for a specified  period of time prior to the
       Company's shareholders meeting to approve the NTL Transaction (the "Average
       Price") is less than $26.70, the Company will have the
  
                                          5
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       option to  terminate  the NTL  Transaction,  subject to the right of NTL to
       adjust  the  exchange  ratio such that one share of the  Company's  Class A
       Common  Shares or Class B Common  Shares will be exchanged  for a number of
       shares of NTL common stock equal to $10.00 (based on the Average Price).
  
       Pursuant  to  existing   arrangements  between  the  Company  and  Telewest
       Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
       PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
       Cable"),  Telewest has certain  rights (the  "Telewest  Rights") to acquire
       either or both of the Company's  interests in these systems (see Note 4) as
       a result of the NTL  Transaction.  However,  as described in the  following
       paragraphs, the consummation of the NTL Transaction is not dependent on the
       resolution of the Telewest Rights.
  
       If the Telewest  Rights have been exercised prior to the closing of the NTL
       Transaction, the Company's shareholders may receive (at the option of NTL),
       in lieu of a portion of the consideration allocable to the interest subject
       to the exercised  Telewest Rights,  the per share proceeds from the sale of
       the interest to Telewest (as adjusted including for taxes), payable in cash
       or shares of NTL common  stock valued at the greater of $30.00 per share or
       the Average Price at closing (the "Exercise Consideration").
  
       Similarly,  if at  closing  either  of the  Telewest  Rights  have not been
       exercised  and have not been waived or  otherwise  expired,  the  Company's
       shareholders  may receive (at the option of NTL),  shares of a new class of
       NTL preferred  stock equal to a portion of the  consideration  allocable to
       the interest subject to the unexercised  Telewest Rights. Any shares of NTL
       preferred stock would have the same voting and dividend rights as shares of
       NTL common stock,  would be subject to redemption as described  below,  and
       would be expected to be listed for trading on Nasdaq.  If following closing
       the Telewest Rights are exercised, the NTL preferred stock will be redeemed
       for the Exercise  Consideration  (based on the Average Price at the time of
       exercise). If the Telewest Rights are resolved without being exercised, the
       NTL preferred  stock will be redeemed for NTL common stock on a one-for-one
       basis.
  
       Of the  consideration  to be received by the Company's  shareholders in the
       NTL Transaction,  the parties have allocated 31% to the Company's  interest
       in Cable  London and 17% to the  Company's  interest in  Birmingham  Cable.
       However, if either or both of the Telewest Rights are exercised, the actual
       consideration  to  be  received  by  the  Company's   shareholders  may  be
       materially  different from the portion of the consideration (the "allocable
       portion")  which  has  been  allocated  by the  parties  to  the  Company's
       respective  interests in Cable London and Birmingham  Cable,  depending on,
       among other things,  the value of these interests,  as finally  determined,
       whether NTL exercises its option to deliver the Exercise  Consideration  in
       lieu of the allocable  portion,  and the amount of any taxes payable by the
       Company on the sale of these interests.
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company  has  invested in two  affiliates:  Birmingham  Cable and Cable
       London  (together,  the "Equity  Investees").  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 June 30, 1998, the Company's ownership
       interest in the Equity Investees is as follows:
  
                  Birmingham Cable................................27.5%
                  Cable London....................................50.0%
  
       Included in  investments in affiliates as of June 30, 1998 and December 31,
       1997,  are loans to Cable  London of (UK  Pound)28.5  million  and  accrued
       interest of (UK Pound)7.3 million and (UK Pound)6.0 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays Bank plc (9.5% effective rate as of June 30,
  
                                          6
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       1998) and are  subordinate  to Cable  London's  credit  facility.  Of these
       loans,  (UK  Pound)21.0  million as of June 30, 1998 and December 31, 1997,
       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 June  30,  1998  and  December  31,  1997,  are  loans to
       Birmingham  Cable of (UK Pound)3.7  million and (UK  Pound)1.9  million and
       accrued interest of (UK Pound)248,000 and (UK Pound)133,000,  respectively.
       The Birmingham  Cable loans accrue interest at a fixed rate of 7.8% and are
       subordinate to Birmingham Cable's credit facility.
  
       Although the Company is not contractually  committed to make any additional
       capital  contributions  or advances to 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 interests in the Equity Investees.
  
  
  
                                          7
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          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
                                                                          Cable             London           Combined
                                                                    (UK Pound)000       (UK Pound)000     (UK Pound)000
  <S>                                                             <C>                 <C>                 <C>   
       SIX MONTHS ENDED JUNE 30, 1998
       Results of operations
           Service income.........................................(UK Pound)37,975    (UK Pound)32,178    (UK Pound)70,153
           Operating, selling, general and
             administrative expenses..............................         (29,276)            (25,207)            (54,483)
           Depreciation and amortization..........................         (13,742)            (10,976)            (24,718)
           Operating loss.........................................          (5,043)             (4,005)             (9,048)
           Net loss...............................................         (19,078)            (11,530)            (30,608)
           Company's equity in net loss...........................          (5,324)             (5,861)            (11,185)
  
       THREE MONTHS ENDED JUNE 30, 1998
       Results of operations
           Service income.........................................          19,196              16,243              35,439
           Operating, selling, general and
             administrative expenses..............................         (14,694)            (12,544)            (27,238)
           Depreciation and amortization..........................          (7,256)             (5,520)            (12,776)
           Operating loss.........................................          (2,754)             (1,821)             (4,575)
           Net loss...............................................          (6,733)             (5,660)            (12,393)
           Company's equity in net loss...........................          (1,892)             (2,878)             (4,770)
  
       AT JUNE 30, 1998
       Financial position
           Current assets.........................................          11,295              11,298              22,593
           Noncurrent assets......................................         246,011             188,914             434,925
           Current liabilities....................................          21,749              22,032              43,781
           Noncurrent liabilities.................................         182,306             189,958             372,264
  
       SIX MONTHS ENDED JUNE 30, 1997
       Results of operations
           Service income.........................................(UK Pound)31,800    (UK Pound)24,693    (UK Pound)56,493
           Operating, selling, general and
             administrative expenses..............................         (27,645)            (22,294)            (49,939)
           Depreciation and amortization..........................         (13,035)             (8,890)            (21,925)
           Operating loss.........................................          (8,880)             (6,491)            (15,371)
           Net loss...............................................         (15,364)            (11,879)            (27,243)
           Company's equity in net loss...........................          (4,295)             (6,019)            (10,314)
  
       THREE MONTHS ENDED JUNE 30, 1997
       Results of operations
           Service income.........................................          16,406              13,022              29,428
           Operating, selling, general and
             administrative expenses..............................         (14,191)            (11,258)            (25,449)
           Depreciation and amortization..........................          (6,742)             (4,632)            (11,374)
           Operating loss.........................................          (4,527)             (2,868)             (7,395)
           Net loss...............................................          (8,009)             (5,770)            (13,779)
           Company's equity in net loss...........................          (2,237)             (2,925)             (5,162)
  </TABLE>
  
                                          8
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  5.   LONG-TERM DEBT
  
       UK Holdings Credit Facility
       In December 1997,  Comcast UK Holdings  Limited ("UK  Holdings"),  a wholly
       owned  subsidiary of the Company,  entered into a loan  agreement  (the "UK
       Holdings  Agreement") with a consortium of banks to provide financing under
       a credit  facility (the "UK Holdings  Credit  Facility") up to a maximum of
       (UK  Pound)200.0  million.  Under the terms of the UK  Holdings  Agreement,
       borrowings  under  the  UK  Holdings  Credit  Facility  are  guaranteed  by
       Cambridge  Holding  Company Limited  ("Cambridge  Cable") and two companies
       holding the franchises for Darlington and Teesside,  England  ("Teesside").
       Cambridge Cable and Teesside are wholly owned subsidiaries of the Company.
  
       In January 1998, UK Holdings  borrowed (UK Pound)75.0  million under the UK
       Holdings Credit Facility. Of this initial borrowing, (UK Pound)50.4 million
       was paid to the Company as a dividend and (UK  Pound)17.8  million was used
       to fund capital  expenditures and working capital requirements at Cambridge
       Cable and Teesside.  Final maturity of the UK Holdings  Credit  Facility is
       January 31, 2001. The UK Holdings  Credit Facility bears interest at a rate
       per annum equal to the London Interbank Offered Rate ("LIBOR") plus 1/2% to
       2 1/4%.  As of June  30,  1998 the  Company's  effective  weighted  average
       interest rate on the UK Holdings Credit Facility was 9.48%.
  
       The consummation of the NTL Transaction will result in a change in control,
       as defined in the UK Holdings  Credit  Facility.  Upon a change in control,
       all amounts  outstanding  under the UK Holdings Credit Facility will become
       immediately due and payable.
  
  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  consulting  fee payments  from the Equity
       Investees has been subordinated to the banks under their credit facilities.
       Accordingly,  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 Cable London's
       revolving credit facility.
  
       Management fee expense is incurred under agreements  between the Company on
       the one hand,  and 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 June 30, 1998 and December 31, 1997, 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 six and three  months  ended  June 30,  1998 and  1997,  investment
       income  includes  (UK  Pound)1.4  million,   (UK  Pound)1.1  million,   (UK
       Pound)733,000  and (UK  Pound)620,000  of  interest  income,  respectively,
       relating to the loans to the Equity Investees.
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Holdings  which are due in September  1999. For the six and three months
       ended June 30, 1998 and 1997, the Company recorded (UK  Pound)503,000,  (UK
       Pound)461,000,  (UK Pound)258,000 and (UK Pound)237,000,  respectively,  of
       interest expense relating to such notes.
  
                                          9
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more or less favorable than those with non-affiliated parties.
  
  7.   CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  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.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest of (UK Pound)3.8  million,  (UK
       Pound)270,000,  (UK Pound)2.2 million and (UK Pound)135,000  during the six
       and three months ended June 30, 1998 and 1997, respectively.
  
       The Company's wholly owned subsidiaries  incurred capital lease obligations
       of (UK Pound)1.7  million,  (UK  Pound)607,000,  (UK  Pound)426,000 and (UK
       Pound)607,000 during the six and three months ended June 30, 1998 and 1997,
       respectively.
  
                                         10
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  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"),   are
  principally engaged in the development,  construction,  management and operation
  of  the   interests  of  Comcast  in  the  United   Kingdom   ("UK")  cable  and
  telecommunications  industry.  As of June 30, 1998, 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. The
  Company  accounts  for its  interests  in  Birmingham  Cable  and  Cable  London
  (together, the "Equity Investees") under the equity method.
  
  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 June 30, 1998,  the Operating
  Companies'  systems passed more than 1,248,000 homes or approximately 78% of the
  homes in their franchise  areas and served more than 313,000 cable  subscribers,
  395,000  residential   telephony   subscribers  and  13,000  business  telephony
  subscribers.
  
  General Developments of Business
  
  Amalgamation with NTL
  
  See Note 3 to the Company's Condensed Consolidated Financial Statements included
  in Item 1.
  
  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  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  are not expected to pay any  dividends or
  advances in the foreseeable future.
  
  In December 1997,  Comcast UK Holdings Limited ("UK  Holdings"),  a wholly owned
  subsidiary  of the  Company,  entered  into a loan  agreement  (the "UK Holdings
  Agreement")  with a  consortium  of banks to  provide  financing  under a credit
  facility (the "UK Holdings Credit  Facility") up to a maximum of (UK Pound)200.0
  million.  Under the terms of the UK Holdings Agreement,  borrowings under the UK
  Holdings Credit Facility are guaranteed by Teesside and Cambridge Cable.
  
                                         11
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  In January  1998,  UK Holdings  borrowed  (UK  Pound)75.0  million  under the UK
  Holdings Credit Facility. Of this initial borrowing,  (UK Pound)50.4 million was
  paid to the Company as a dividend  and (UK  Pound)17.8  million was used to fund
  capital  expenditures  and working  capital  requirements at Cambridge Cable and
  Teesside.
  
  Final  maturity of the UK Holdings  Credit  Facility is January 31, 2001. The UK
  Holdings  Credit Facility bears interest at a rate per annum equal to the London
  Interbank  Offered Rate  ("LIBOR") plus 1/2% to 2 1/4%. As of June 30, 1998, the
  Company's  effective  weighted  average  interest rate on the UK Holdings Credit
  Facility was 9.48%.
  
  The UK Holdings Credit Facility  contains  restrictive  covenants which limit UK
  Holdings'  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 Cambridge Cable and
  Teesside  has been  subordinated  to the  banks  under  the UK  Holdings  Credit
  Facility. In addition,  the Company's shares in UK Holdings have been pledged to
  secure the UK Holdings Credit Facility.
  
  The consummation of the NTL Transaction  will result in a change in control,  as
  defined  in the UK  Holdings  Credit  Facility.  Upon a change in  control,  all
  amounts   outstanding   under  the  UK  Holdings  Credit  Facility  will  become
  immediately due and payable.
  
  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 material
  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)1.8  million and (UK Pound)49.7  million
  during  the six  months  ended  June 30,  1998 and  1997  respectively,  and (UK
  Pound)18.4  million  during  the three  months  ended  June 30,  1997.  Of these
  amounts,  (UK  Pound)1.8  million and (UK  Pound)8.7  million  relate to capital
  contributions and loans to the Equity Investees during the six months ended June
  30,  1998 and  1997,  respectively  and (UK  Pound)736,000  relates  to  capital
  contributions  and loans to the Equity  Investees  during the three months ended
  June 30, 1997.  Although the Company is not contractually  committed to make any
  additional capital contributions or loans to 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 interests in the Equity Investees.
  
  The Company  estimates that the Operating  Companies will require  approximately
  (UK Pound)90.0  million from July 1, 1998 through December 31, 1998, to continue
  the  build-out  of  their  systems.  Management  believes  that the  entire  (UK
  Pound)90.0  million  required will be funded through  drawdowns  under currently
  existing credit  facilities  (subject to compliance  with certain  financial and
  operating covenants).  If such credit facilities are not available for drawdown,
  the Company  expects that its  strategic  and  financial  partners in the Equity
  Investees will provide their pro-rata share of any required  fundings,  although
  they are not  contractually  obligated  to do so.  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 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.
  
                                         12
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  Failure of any Operating  Company to obtain financing  necessary to complete the
  build-out  of its  system  could  result  in loss of its  cable  franchises  and
  licenses.
  
  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 obtain  external  financing,  although  there can be no
  assurance  that any such  financing  will be  obtained on  acceptable  terms and
  conditions.  The Company  believes that its existing  cash and cash  equivalents
  will be sufficient  to fund the Company's  required  capital  contributions  and
  advances to the Equity  Investees and  borrowings  under the UK Holdings  Credit
  Facility will be  sufficient  to fund  development  and  construction  costs for
  Cambridge Cable and Teesside throughout 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,  cash from the issuance of Birmingham Cable's
  preference shares and borrowings under Birmingham  Cable's credit facility.  The
  Company  estimates that  approximately  (UK Pound)13.0  million will be required
  from  July 1,  1998  through  December  31,  1998 to  continue  development  and
  construction of Birmingham Cable's cable/telephony  network. The Company expects
  that such funds will be provided by borrowings under the Birmingham Cable credit
  facility.
  
  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 Cable  London's  previous  and current
  credit  facilities.  The Company  estimates  that  approximately  (UK Pound)24.0
  million will be required from July 1, 1998 through December 31, 1998 to continue
  development and  construction  of Cable London's  cable/telephony  network.  The
  Company  expects that such funds will be provided by borrowings  under the Cable
  London credit facility.
  
  Cambridge Cable. Historically, Cambridge Cable's primary sources of funding have
  been capital  contributions  and loans from the Company and the Company's former
  strategic and financial  partner.  The Company estimates that  approximately (UK
  Pound)30.0  million will be required from July 1, 1998 through December 31, 1998
  to continue  development and construction of Cambridge  Cable's  cable/telephony
  network.  The Company  expects  that such funds will be  provided by  borrowings
  under the UK Holdings Credit Facility.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)23.0  million will be required from July 1, 1998 through December 31, 1998
  to continue development and construction of Teesside's  cable/telephony network.
  The Company expects that such funds will be provided by borrowings  under the UK
  Holdings Credit Facility.
  
  Statement of Cash Flows
  
  Cash and cash equivalents  increased (UK Pound)54.9  million as of June 30, 1998
  from December 31, 1997 and  decreased (UK Pound)7.0  million as of June 30, 1997
  from December 31, 1996. The changes in cash and cash  equivalents  resulted from
  cash  flows  from  operating,  financing  and  investing  activities  which  are
  explained below.
  
  Net cash provided by operating  activities amounted to (UK Pound)5.7 million and
  (UK  Pound)3.2  million  for the six  months  ended  June  30,  1998  and  1997,
  respectively.  The  increase in net cash  provided by  operating  activities  as
  compared to the
  
                                         13
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  prior  period is  principally  due to the  increase in the  Company's  operating
  income before  depreciation and amortization and changes in working capital as a
  result of the timing of receipts and disbursements.
  
  Net cash provided by (used in) financing  activities  amounted to (UK Pound)82.9
  million and ((UK  Pound)1.1)  million for the six months ended June 30, 1998 and
  1997, respectively. During the six months ended June 30, 1998, net cash provided
  by financing  activities includes (UK Pound)86.0 million of borrowings under the
  UK Holdings Credit Facility, offset by financing costs of (UK Pound)1.6 million.
  
  Net  cash  used in  investing  activities  was (UK  Pound)33.7  million  and (UK
  Pound)9.2 million for the six months ended June 30, 1998 and 1997, respectively.
  During the six months ended June 30, 1998, net cash used in investing activities
  includes   capital   expenditures   of  (UK   Pound)31.7   million  and  capital
  contributions and loans to affiliates of (UK Pound)1.8  million.  During the six
  months  ended June 30,  1997,  net cash used in  investing  activities  includes
  capital  expenditures of (UK Pound)38.2  million and capital  contributions  and
  loans to affiliates of (UK Pound)8.7 million,  offset by proceeds from the sales
  of short-term investments of (UK Pound)38.2 million.
  
  
                                         14
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  Results of Operations
  
  The Company
  
  Summarized  consolidated  financial  information for the Company for the six and
  three  months  ended June 30,  1998 and 1997 is as follows (in  thousands,  "NM"
  denotes percentage is not meaningful):
  <TABLE>
  <CAPTION>
                                                                       Six Months Ended
                                                                           June 30,                 Increase/(Decrease)
                                                                    1998            1997           (UK Pound)         %
  <S>                                                      <C>                <C>               <C>                 <C>  
  Revenues                                                 (UK Pound)36,588   (UK Pound)25,701  (UK Pound)10,887     42.4%
  Operating, selling, general and administrative expenses            28,958             24,712             4,246     17.2
  Management fees                                                     1,470              1,707              (237)   (13.9)
                                                          -----------------  -----------------
  Operating income (loss) before depreciation and
     amortization (1)                                                 6,160               (718)            6,878       NM
  Depreciation and amortization                                      14,684             12,189             2,495     20.5
                                                          -----------------  -----------------
  Operating loss                                                     (8,524)           (12,907)           (4,383)   (34.0)
                                                          -----------------  -----------------
  Interest expense                                                   17,407             12,285             5,122     41.7
  Investment income                                                  (4,489)            (4,026)              463     11.5
  Equity in net losses of affiliates                                 11,185             10,314               871      8.4
  Exchange (gains) losses and other                                    (850)             2,168            (3,018)      NM
                                                          -----------------  -----------------
  Net loss                                                ((UK Pound)31,777) ((UK Pound)33,648) ((UK Pound)1,871)    (5.6%)
                                                          =================  =================
  
                                                                    Three Months Ended
                                                                         June 30,                   Increase/(Decrease)
                                                                    1998            1997           (UK Pound)         %
  Revenues                                                 (UK Pound)19,012   (UK Pound)13,350   (UK Pound)5,662      42.4%
  Operating, selling, general and administrative expenses            14,808             12,584             2,224      17.7
  Management fees                                                       715                864              (149)    (17.2)
                                                          -----------------  -----------------
  Operating income (loss) before depreciation and
     amortization (1)                                                 3,489                (98)            3,587        NM
  Depreciation and amortization                                       7,430              6,266             1,164      18.6
                                                          -----------------  -----------------
  Operating loss                                                     (3,941)            (6,364)           (2,423)    (38.1)
  Interest expense                                                    8,937              6,234             2,703      43.4
  Investment income                                                  (2,260)            (1,925)              335      17.4
  Equity in net losses of affiliates                                  4,770              5,162              (392)     (7.6)
  Exchange losses (gains) and other                                     898             (2,727)            3,625        NM
                                                          -----------------  -----------------
  Net loss                                                ((UK Pound)16,286) ((UK Pound)13,108)            3,178      24.2%
                                                          =================  =================
  <FN>
  ------------
  (1)  Operating  income (loss) before  depreciation  and amortization is commonly
       referred to in the Company's businesses as "operating cash flow (deficit)."
       Operating  cash flow  (deficit)  is a measure  of a  company's  ability  to
       generate  cash  to  service  its   obligations,   including   debt  service
       obligations, and to finance capital and other expenditures.  In part due to
       the capital intensive nature of the Company's  businesses and the resulting
       significant  level  of  non-cash   depreciation  expense  and  amortization
       expense,  operating  cash flow  (deficit) is frequently  used as one of the
       bases for comparing  businesses in the Company's  industries,  although the
       Company's measure of operating cash flow (deficit) may not be comparable to
       similarly titled measures of other companies. Operating cash flow (deficit)
       does not purport to represent  net income or net cash provided by operating
       activities,  as those terms are defined under generally accepted accounting
       principles, and should not be considered as an alternative
  
                                         15
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
       to such  measurements  as an indicator of the  Company's  performance.  See
       "Statement  of Cash Flows" above for a discussion  of net cash  provided by
       operating activities.
  </FN>
  </TABLE>
  
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative  expenses and depreciation and amortization
  expense for the six and three  months  ended June 30,  1998,  as compared to the
  same  periods  in  1997,  are  attributable  to the  effects  of  the  continued
  development  of  Teesside's  and  Cambridge  Cable's  operations  and  increased
  business  activity  resulting  from the growth in the number of  subscribers  in
  their respective franchise areas.
  
  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.
  Consulting  fee income for the six and three months ended June 30, 1998 and 1997
  was  (UK   Pound)561,000,   (UK   Pound)496,000,   (UK   Pound)287,000  and  (UK
  Pound)263,000, respectively.
  
  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 six and three  months ended June 30, 1998 and 1997 was
  (UK Pound)17.4 million,  (UK Pound)12.3  million,  (UK Pound)8.9 million and (UK
  Pound)6.2 million, respectively, representing increases of (UK Pound)5.1 million
  and (UK Pound)2.7 million from 1997 as compared to the same periods in 1998. The
  increases are  primarily  attributable  to interest on  borrowings  under the UK
  Holdings  Credit  Facility and the  compounding of interest on the 2007 Discount
  Debentures.
  
  Investment  income for the six and three months ended June 30, 1998 and 1997 was
  (UK Pound)4.5  million,  (UK Pound)4.0  million,  (UK Pound)2.3  million and (UK
  Pound)1.9 million, respectively, representing increases of (UK Pound)463,000 and
  (UK  Pound)335,000  from  1997 as  compared  to the same  periods  in 1998.  The
  increases  are  primarily  due to increases in the average loan  balances to the
  Equity Investees in 1998 as compared to the same periods in 1997.
  
  Equity in net losses of  affiliates  for the six and three months ended June 30,
  1998 and 1997 was (UK Pound)11.2 million,  (UK Pound)10.3 million, (UK Pound)4.8
  million and (UK Pound)5.2 million, respectively, representing an increase of (UK
  Pound)871,000 and a decrease of (UK  Pound)392,000  from 1997 as compared to the
  same periods in 1998.  The  increase  from the six months ended June 30, 1997 is
  attributable to an increase in the net loss for Birmingham  Cable.  The decrease
  from the three months ended June 30, 1997 is  attributable  to a decrease in the
  net loss of Birmingham Cable.
  
  Exchange  (gains)  losses and other for the six and three  months ended June 30,
  1998 and 1997 were ((UK Pound)850,000), (UK Pound)2.2 million, (UK Pound)898,000
  and  ((UK  Pound)2.7)  million,  respectively,   representing  changes  of  ((UK
  Pound)3.0)  million and (UK Pound)3.6  million from 1997 as compared to the same
  periods in 1998. These changes primarily results from the impact of fluctuations
  in the valuation of the UK Pound Sterling on the 2007 Discount Debentures, which
  are  denominated  in United States  ("US")  dollars,  on the  Company's  foreign
  exchange  call option  contracts  and on cash held in US dollars.  The Company's
  results  of   operations   will   continue  to  be  affected  by  exchange  rate
  fluctuations.
  
                                         16
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  The Operating Companies
  
  Summarized  proportionate  combined  financial  information  for  the  Operating
  Companies  for the six and  three  months  ended  June  30,  1998 and 1997 is as
  follows (in thousands, "NM" denotes percentage is not meaningful):
  <TABLE>
  <CAPTION>
                                                                       Six Months Ended
                                                                            June 30,                     Increase/(Decrease)
                                                                   1998                1997            (UK Pound)           %
  <S>                                                      <C>                 <C>                  <C>               <C>  
  Service income                                           (UK Pound)62,548    (UK Pound)46,287     (UK Pound)16,261       35.1%
  Operating, selling, general and administrative expenses            49,917              43,630                6,287       14.4
                                                          -----------------   -----------------
  Operating income before depreciation and
     amortization (a)                                                12,631               2,657                9,974         NM
  Depreciation and amortization                                      23,416              19,645                3,771       19.2
                                                          -----------------   -----------------
  Operating loss                                                    (10,785)            (16,988)              (6,203)     (36.5)
  Interest expense                                                   14,127              10,155                3,972       39.1
  Investment income                                                    (671)               (979)                (308)     (31.5)
                                                          -----------------   -----------------
  Net loss                                                ((UK Pound)24,241)  ((UK Pound)26,164)    ((UK Pound)1,923)      (7.3%)
                                                          =================   =================
  
                                                                    Three Months Ended
                                                                         June 30,                        Increase/(Decrease)
                                                                   1998                1997            (UK Pound)           %
  Service income                                           (UK Pound)32,120    (UK Pound)24,105      (UK Pound)8,015       33.3%
  Operating, selling, general and administrative expenses            25,292              22,214                3,078       13.9
                                                          -----------------   -----------------
  Operating income before depreciation and
     amortization (a)                                                 6,828               1,891                4,937         NM
  Depreciation and amortization                                      11,918              10,149                1,769       17.4
                                                          -----------------   -----------------
  Operating loss                                                     (5,090)             (8,258)              (3,168)     (38.4)
  Interest expense                                                    6,433               5,234                1,199       22.9
  Investment income                                                    (338)               (443)                (105)     (23.7)
                                                          -----------------   -----------------
  Net loss                                                ((UK Pound)11,185)  ((UK Pound)13,049)    ((UK Pound)1,864)     (14.3%)
                                                          =================   =================
  <FN>
  ------------
  (a)  See Note (1) on page 15.
  </FN>
  </TABLE>
  
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating  Companies' results of operations for the six and three
  months  ended June 30,  1998 and 1997 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  June  30,  1998.  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 and Cable London under the equity
  method.   The  results  of  operations  of  Teesside  and  Cambridge  Cable  are
  consolidated with those of the Company.
  
  Proportionate combined service income was (UK Pound)62.5 million, (UK Pound)46.3
  million, (UK Pound)32.1 million and (UK Pound)24.1 million for the six and three
  months ended June 30, 1998 and 1997, respectively, representing increases of (UK
  Pound)16.2  million and (UK Pound)8.0  million from 1997 as compared to the same
  periods in 1998.  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 six and three months
  
                                         17
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  ended June 30, 1998 and 1997 is derived  from monthly  subscription  charges and
  approximately  one-half  of their  service  income for these  periods is derived
  primarily from usage charges.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK Pound)49.9 million,  (UK Pound)43.6 million, (UK Pound)25.3 million and
  (UK  Pound)22.2  million  for the six and three  months  ended June 30, 1998 and
  1997,  respectively,  representing  increases of (UK  Pound)6.3  million and (UK
  Pound)3.1   million  from  1997  as  compared  to  the  same  periods  in  1998.
  Substantially   all  of  the  increases  were   attributable  to  the  continued
  development  of  Teesside's  and  Cambridge  Cable's  operations  and  increased
  business  activity  resulting from the growth in the number of  subscribers  and
  development of the Operating Companies' franchise areas.
  
  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 depreciation and amortization expense was (UK Pound)23.4
  million,  (UK  Pound)19.6  million,  (UK  Pound)11.9  million and (UK Pound)10.1
  million for the six and three months ended June 30, 1998 and 1997, respectively,
  representing  increases of (UK Pound)3.8  million and (UK Pound)1.8 million from
  1997 as compared to the same periods in 1998.  The increases were due to certain
  of the  Operating  Companies'  discrete  build 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)14.1  million,  (UK
  Pound)10.2 million,  (UK Pound)6.4 million and (UK Pound)5.2 million for the six
  and  three  months  ended  June 30,  1998 and 1997,  respectively,  representing
  increases  of (UK  Pound)3.9  million  and (UK  Pound)1.2  million  from 1997 as
  compared to the same periods in 1998. The increases were primarily  attributable
  to additional borrowings under credit facilities and loans from shareholders.
  
  Proportionate   combined   investment   income   was  (UK   Pound)671,000,   (UK
  Pound)979,000,  (UK  Pound)338,000  and (UK  Pound)443,000 for the six and three
  months ended June 30, 1998 and 1997, respectively, representing decreases of (UK
  Pound)308,000 and (UK Pound)105,000 from 1997 as compared to the same periods in
  1998. The decreases  were  attributable  to decreases in the average  balance of
  cash,  cash  equivalents  and  restricted  cash held by the Operating  Companies
  during the six and three  months  ended June 30,  1998,  as compared to the same
  periods in 1997.
  
                                         18
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  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:
  
                 2.1  Amendment  No. 1 dated May 28, 1998 to Agreement and Plan of
                      Amalgamation   dated  as  of  February  4,  1998  among  NTL
                      Incorporated,  NTL  (Bermuda)  Limited  and Comcast UK Cable
                      Partners  Limited  (incorporated by reference to Exhibit 2.1
                      to the Company's Current Report on Form 8-K filed on June 4,
                      1998.)
  
                 27.1 Financial Data Schedule
  
            (b)  Reports on Form 8-K:
  
                 (i)  Comcast UK Cable Partners  Limited filed a Current Report on
                      Form 8-K under Item 5 on June 4, 1998  relating to Amendment
                      No. 1 to the  Agreement  and Plan of  Amalgamation  with NTL
                      Incorporated  and NTL (Bermuda)  Limited dated May 28, 1998,
                      pursuant to which the  termination  date was  extended  from
                      August 4, 1998 to October 5, 1998.
  
  
  
  
                                         19
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
                                      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: August 14, 1998
  
                                         20
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 80768}]
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": "98687931"}, "business-address": {"street1": "2 CHURCH ST W", "street2": "CLARENDON HOUSE", "city": "HAMILTON HM 11 BERMU", "state": "D0", "phone": "4412955950"}, "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:
                                    JUNE 30, 1998
                                         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
            (441) 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 agent for service)
    of Registrant's principal
        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 June 30, 1998,  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 JUNE 30, 1998
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheet
                      as of June 30, 1998 and December 31,
                      1997 (Unaudited)...........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1998 and 1997 (Unaudited)..................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1998 and 1997 (Unaudited)..................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 10
  
            Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations..................11 - 18
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.........................................19
  
            Item 6.   Exhibits and Reports on Form 8-K..........................19
  
            SIGNATURE...........................................................20
  
                          ________________________________
  
  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;  the NTL Transaction (see Note 3 to Condensed
  Consolidated  Financial  Statements);  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 JUNE 30, 1998
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  June 30,         December 31,
                                                                                          1998               1997
                                                                                (in (UK Pound)000's, except share data)
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents.................................................... (UK Pound)92,315  (UK Pound)37,372
     Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)3,065 and (UK Pound)2,598.........................................           3,805             4,255
     Other current assets..........................................................           6,798             5,419
                                                                                  ----------------- -----------------
         Total current assets......................................................         102,918            47,046
                                                                                  ----------------- -----------------
  
  INVESTMENTS IN AFFILIATES........................................................          53,981            61,363
                                                                                  ----------------- -----------------
  
  PROPERTY AND EQUIPMENT...........................................................         348,960           315,702
     Accumulated depreciation .....................................................         (44,506)          (33,000)
                                                                                  ----------------- -----------------
     Property and equipment, net...................................................         304,454           282,702
                                                                                  ----------------- -----------------
  
  DEFERRED CHARGES.................................................................          58,666            60,770
     Accumulated amortization......................................................         (13,082)          (13,985)
                                                                                  ----------------- -----------------
     Deferred charges, net.........................................................          45,584            46,785
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE PUT OPTIONS, net................................................           6,584             7,958
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)513,521 (UK Pound)445,854
                                                                                  ================= =================
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses.........................................(UK Pound)25,210  (UK Pound)23,605
     Accrued interest..............................................................             323
     Current portion of long-term debt.............................................           1,943             1,683
     Due to affiliates.............................................................           1,161               920
                                                                                  ----------------- -----------------
         Total current liabilities.................................................          28,637            26,208
                                                                                  ----------------- -----------------
  
  LONG-TERM DEBT, less current portion.............................................         330,695           234,010
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE CALL OPTION.....................................................           2,515            2,688
                                                                                  ----------------- -----------------
  
  LONG-TERM DEBT, due to shareholder...............................................          11,775            11,272
                                                                                  ----------------- -----------------
  
  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...........................................................        (219,150)         (187,373)
                                                                                  ----------------- -----------------
         Total shareholders' equity................................................         139,899           171,676
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)513,521 (UK Pound)445,854
                                                                                  ================= =================
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  Six Months Ended                        Three Months Ended
                                                                        June 30,                                  June 30,
                                                               1998                 1997                 1998                 1997
                                                                         (in  (UK Pound)000's, except per share data)
  REVENUES
     Service income................................    (UK Pound)36,027     (UK Pound)25,205     (UK Pound)18,725    (UK Pound)13,087
     Consulting fee income.........................                 561                  496                  287                 263
                                                     ------------------   ------------------   ------------------  ------------------
                                                                 36,588               25,701               19,012              13,350
                                                     ------------------   ------------------   ------------------  ------------------
  
  COSTS AND EXPENSES
     Operating.....................................              11,762                9,894                6,101               5,165
     Selling, general and administrative...........              17,196               14,818                8,707               7,419
     Management fees...............................               1,470                1,707                  715                 864
     Depreciation and amortization.................              14,684               12,189                7,430               6,266
                                                     ------------------   ------------------   ------------------  ------------------
  
                                                                 45,112               38,608               22,953              19,714
                                                     ------------------   ------------------   ------------------  ------------------
  
  OPERATING LOSS...................................              (8,524)             (12,907)              (3,941)             (6,364)
  
  OTHER (INCOME) EXPENSE
     Interest expense..............................              17,407               12,285                8,937               6,234
     Investment income.............................              (4,489)              (4,026)              (2,260)             (1,925)
     Equity in net losses of affiliates............              11,185               10,314                4,770               5,162
     Exchange (gains) losses and other.............                (850)               2,168                  898              (2,727)
                                                     ------------------   ------------------   ------------------  ------------------
                                                                 23,253               20,741               12,345               6,744
                                                     ------------------   ------------------   ------------------  ------------------
  
  NET LOSS.........................................             (31,777)             (33,648)             (16,286)            (13,108)
  
  ACCUMULATED DEFICIT
      Beginning of period .........................            (187,373)            (120,017)            (202,864)           (140,557)
                                                     ------------------   ------------------   ------------------  ------------------
  
      End of period................................  ((UK Pound)219,150)  ((UK Pound)153,665)  ((UK Pound)219,150) ((UK Pound)153,665)
                                                     ==================   ==================   ==================  ==================
  
  NET LOSS PER SHARE...............................      ((UK Pound).63)      ((UK Pound).67)      ((UK Pound).32)     ((UK Pound).26)
                                                     ==================   ==================   ==================  ==================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD.........              50,105               50,105               50,105              50,105
                                                     ==================   ==================   ==================  ==================
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  Six Months Ended June 30,
                                                                             1998                      1997
                                                                       (UK Pound)000             (UK Pound)000
  OPERATING ACTIVITIES
      Net loss......................................................((UK Pound)31,777)        ((UK Pound)33,648)
      Adjustments to reconcile net loss to net cash provided
        by operating activities:
         Depreciation and amortization..............................           14,684                    12,189
         Amortization on foreign exchange contracts.................            1,374                     1,374
         Non-cash interest expense..................................           13,301                    12,015
         Non-cash investment income.................................           (1,427)                   (1,149)
         Exchange (gains) losses....................................           (2,590)                    1,780
         Equity in net losses of affiliates.........................           11,185                    10,314
                                                                     ----------------          ----------------
                                                                                4,750                     2,875
  
         Increase in accounts receivable and other current assets...             (929)                     (813)
         Increase in accounts payable and accrued expenses and
            accrued interest........................................            1,928                     1,178
                                                                     ----------------          ----------------
                Net cash provided by operating activities...........            5,749                     3,240
                                                                     ----------------          ----------------
  
  FINANCING ACTIVITIES
      Repayments of debt............................................           (1,124)                     (800)
      Proceeds from borrowings......................................           86,000
      Deferred financing costs......................................           (1,634)
      Net transactions with affiliates..............................             (365)                     (272)
                                                                     ----------------          ----------------
                Net cash provided by (used in) financing activities.           82,877                    (1,072)
                                                                     ----------------          ----------------
  
  INVESTING ACTIVITIES
      Proceeds from sales of short-term investments, net............                                     38,161
      Capital contributions and loans to affiliates.................           (1,768)                   (8,661)
      Capital expenditures..........................................          (31,701)                  (38,194)
      Deferred charges..............................................             (214)                     (461)
                                                                     ----------------          ----------------
                Net cash used in investing activities...............          (33,683)                   (9,155)
                                                                     ----------------          ----------------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................           54,943                    (6,987)
  
  CASH AND CASH EQUIVALENTS, beginning of period....................           37,372                    63,314
                                                                     ----------------          ----------------
  
  CASH AND CASH EQUIVALENTS, end of period.......................... (UK Pound)92,315          (UK Pound)56,327
                                                                     ================          ================
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet as of June 30, 1998,  the condensed
       consolidated  statement of operations and  accumulated  deficit for the six
       and  three  months  ended  June  30,  1998  and  1997  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1998
       and 1997 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 June  30,  1998 and for all
       periods 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, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1998
       are not necessarily indicative of operating results for the full year.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
       adoption of SFAS No. 133, all  derivatives are required to be recognized in
       the  statement of financial  position as either assets or  liabilities  and
       measured at fair value. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
  3.   AMALGAMATION WITH NTL
  
       On February 4, 1998,  the Company  entered into a  definitive  agreement to
       amalgamate (the "NTL  Transaction")  with a wholly owned Bermuda subsidiary
       of  NTL  Incorporated  ("NTL").  NTL is an  alternative  telecommunications
       company in the  United  Kingdom  ("UK")  and is listed on  Nasdaq.  The NTL
       Transaction  is expected to close in 1998,  subject to, among other things,
       the receipt of required Bermuda and UK regulatory  approvals,  the approval
       of the Company's and NTL's  shareholders,  the consent of the Company's and
       NTL's  bondholders,  the  consent of  certain  NTL bank  lenders  and other
       customary closing matters.  Comcast  Corporation  ("Comcast"),  through its
       indirect wholly owned subsidiary, Comcast U.K. Holdings, Inc. ("Holdings"),
       is the sole  holder  of the  multiple-voting  Class B Common  Shares of the
       Company and has agreed to vote for the  transaction,  assuring its approval
       by the Company's  shareholders.  Upon  consummation of the NTL Transaction,
       the Company would become a wholly owned subsidiary of NTL.
  
       Except in the  circumstances  described below,  the Company's  shareholders
       will receive  0.3745  shares of NTL common stock for each of the  Company's
       Class A Common  Shares or Class B Common  Shares.  If the  average  closing
       price of the NTL common  stock for a specified  period of time prior to the
       Company's shareholders meeting to approve the NTL Transaction (the "Average
       Price") is less than $26.70, the Company will have the
  
                                          5
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       option to  terminate  the NTL  Transaction,  subject to the right of NTL to
       adjust  the  exchange  ratio such that one share of the  Company's  Class A
       Common  Shares or Class B Common  Shares will be exchanged  for a number of
       shares of NTL common stock equal to $10.00 (based on the Average Price).
  
       Pursuant  to  existing   arrangements  between  the  Company  and  Telewest
       Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
       PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
       Cable"),  Telewest has certain  rights (the  "Telewest  Rights") to acquire
       either or both of the Company's  interests in these systems (see Note 4) as
       a result of the NTL  Transaction.  However,  as described in the  following
       paragraphs, the consummation of the NTL Transaction is not dependent on the
       resolution of the Telewest Rights.
  
       If the Telewest  Rights have been exercised prior to the closing of the NTL
       Transaction, the Company's shareholders may receive (at the option of NTL),
       in lieu of a portion of the consideration allocable to the interest subject
       to the exercised  Telewest Rights,  the per share proceeds from the sale of
       the interest to Telewest (as adjusted including for taxes), payable in cash
       or shares of NTL common  stock valued at the greater of $30.00 per share or
       the Average Price at closing (the "Exercise Consideration").
  
       Similarly,  if at  closing  either  of the  Telewest  Rights  have not been
       exercised  and have not been waived or  otherwise  expired,  the  Company's
       shareholders  may receive (at the option of NTL),  shares of a new class of
       NTL preferred  stock equal to a portion of the  consideration  allocable to
       the interest subject to the unexercised  Telewest Rights. Any shares of NTL
       preferred stock would have the same voting and dividend rights as shares of
       NTL common stock,  would be subject to redemption as described  below,  and
       would be expected to be listed for trading on Nasdaq.  If following closing
       the Telewest Rights are exercised, the NTL preferred stock will be redeemed
       for the Exercise  Consideration  (based on the Average Price at the time of
       exercise). If the Telewest Rights are resolved without being exercised, the
       NTL preferred  stock will be redeemed for NTL common stock on a one-for-one
       basis.
  
       Of the  consideration  to be received by the Company's  shareholders in the
       NTL Transaction,  the parties have allocated 31% to the Company's  interest
       in Cable  London and 17% to the  Company's  interest in  Birmingham  Cable.
       However, if either or both of the Telewest Rights are exercised, the actual
       consideration  to  be  received  by  the  Company's   shareholders  may  be
       materially  different from the portion of the consideration (the "allocable
       portion")  which  has  been  allocated  by the  parties  to  the  Company's
       respective  interests in Cable London and Birmingham  Cable,  depending on,
       among other things,  the value of these interests,  as finally  determined,
       whether NTL exercises its option to deliver the Exercise  Consideration  in
       lieu of the allocable  portion,  and the amount of any taxes payable by the
       Company on the sale of these interests.
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company  has  invested in two  affiliates:  Birmingham  Cable and Cable
       London  (together,  the "Equity  Investees").  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 June 30, 1998, the Company's ownership
       interest in the Equity Investees is as follows:
  
                  Birmingham Cable................................27.5%
                  Cable London....................................50.0%
  
       Included in  investments in affiliates as of June 30, 1998 and December 31,
       1997,  are loans to Cable  London of (UK  Pound)28.5  million  and  accrued
       interest of (UK Pound)7.3 million and (UK Pound)6.0 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays Bank plc (9.5% effective rate as of June 30,
  
                                          6
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       1998) and are  subordinate  to Cable  London's  credit  facility.  Of these
       loans,  (UK  Pound)21.0  million as of June 30, 1998 and December 31, 1997,
       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 June  30,  1998  and  December  31,  1997,  are  loans to
       Birmingham  Cable of (UK Pound)3.7  million and (UK  Pound)1.9  million and
       accrued interest of (UK Pound)248,000 and (UK Pound)133,000,  respectively.
       The Birmingham  Cable loans accrue interest at a fixed rate of 7.8% and are
       subordinate to Birmingham Cable's credit facility.
  
       Although the Company is not contractually  committed to make any additional
       capital  contributions  or advances to 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 interests in the Equity Investees.
  
                                          7
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  Birmingham           Cable
                                                                          Cable             London           Combined
                                                                    (UK Pound)000       (UK Pound)000     (UK Pound)000
  SIX MONTHS ENDED JUNE 30, 1998
       Results of operations
           Service income.........................................(UK Pound)37,975    (UK Pound)32,178    (UK Pound)70,153
           Operating, selling, general and
             administrative expenses..............................         (29,276)            (25,207)            (54,483)
           Depreciation and amortization..........................         (13,742)            (10,976)            (24,718)
           Operating loss.........................................          (5,043)             (4,005)             (9,048)
           Net loss...............................................         (19,078)            (11,530)            (30,608)
           Company's equity in net loss...........................          (5,324)             (5,861)            (11,185)
  
       THREE MONTHS ENDED JUNE 30, 1998
       Results of operations
           Service income.........................................          19,196              16,243              35,439
           Operating, selling, general and
             administrative expenses..............................         (14,694)            (12,544)            (27,238)
           Depreciation and amortization..........................          (7,256)             (5,520)            (12,776)
           Operating loss.........................................          (2,754)             (1,821)             (4,575)
           Net loss...............................................          (6,733)             (5,660)            (12,393)
           Company's equity in net loss...........................          (1,892)             (2,878)             (4,770)
  
       AT JUNE 30, 1998
       Financial position
           Current assets.........................................          11,295              11,298              22,593
           Noncurrent assets......................................         246,011             188,914             434,925
           Current liabilities....................................          21,749              22,032              43,781
           Noncurrent liabilities.................................         182,306             189,958             372,264
  
       SIX MONTHS ENDED JUNE 30, 1997
       Results of operations
           Service income.........................................(UK Pound)31,800    (UK Pound)24,693    (UK Pound)56,493
           Operating, selling, general and
             administrative expenses..............................         (27,645)            (22,294)            (49,939)
           Depreciation and amortization..........................         (13,035)             (8,890)            (21,925)
           Operating loss.........................................          (8,880)             (6,491)            (15,371)
           Net loss...............................................         (15,364)            (11,879)            (27,243)
           Company's equity in net loss...........................          (4,295)             (6,019)            (10,314)
  
       THREE MONTHS ENDED JUNE 30, 1997
       Results of operations
           Service income.........................................          16,406              13,022              29,428
           Operating, selling, general and
             administrative expenses..............................         (14,191)            (11,258)            (25,449)
           Depreciation and amortization..........................          (6,742)             (4,632)            (11,374)
           Operating loss.........................................          (4,527)             (2,868)             (7,395)
           Net loss...............................................          (8,009)             (5,770)            (13,779)
           Company's equity in net loss...........................          (2,237)             (2,925)             (5,162)
  8
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  5.   LONG-TERM DEBT
  
       UK Holdings Credit Facility
       In December 1997,  Comcast UK Holdings  Limited ("UK  Holdings"),  a wholly
       owned  subsidiary of the Company,  entered into a loan  agreement  (the "UK
       Holdings  Agreement") with a consortium of banks to provide financing under
       a credit  facility (the "UK Holdings  Credit  Facility") up to a maximum of
       (UK  Pound)200.0  million.  Under the terms of the UK  Holdings  Agreement,
       borrowings  under  the  UK  Holdings  Credit  Facility  are  guaranteed  by
       Cambridge  Holding  Company Limited  ("Cambridge  Cable") and two companies
       holding the franchises for Darlington and Teesside,  England  ("Teesside").
       Cambridge Cable and Teesside are wholly owned subsidiaries of the Company.
  
       In January 1998, UK Holdings  borrowed (UK Pound)75.0  million under the UK
       Holdings Credit Facility. Of this initial borrowing, (UK Pound)50.4 million
       was paid to the Company as a dividend and (UK  Pound)17.8  million was used
       to fund capital  expenditures and working capital requirements at Cambridge
       Cable and Teesside.  Final maturity of the UK Holdings  Credit  Facility is
       January 31, 2001. The UK Holdings  Credit Facility bears interest at a rate
       per annum equal to the London Interbank Offered Rate ("LIBOR") plus 1/2% to
       2 1/4%.  As of June  30,  1998 the  Company's  effective  weighted  average
       interest rate on the UK Holdings Credit Facility was 9.48%.
  
       The consummation of the NTL Transaction will result in a change in control,
       as defined in the UK Holdings  Credit  Facility.  Upon a change in control,
       all amounts  outstanding  under the UK Holdings Credit Facility will become
       immediately due and payable.
  
  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  consulting  fee payments  from the Equity
       Investees has been subordinated to the banks under their credit facilities.
       Accordingly,  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 Cable London's
       revolving credit facility.
  
       Management fee expense is incurred under agreements  between the Company on
       the one hand,  and 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 June 30, 1998 and December 31, 1997, 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 six and three  months  ended  June 30,  1998 and  1997,  investment
       income  includes  (UK  Pound)1.4  million,   (UK  Pound)1.1  million,   (UK
       Pound)733,000  and (UK  Pound)620,000  of  interest  income,  respectively,
       relating to the loans to the Equity Investees.
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Holdings  which are due in September  1999. For the six and three months
       ended June 30, 1998 and 1997, the Company recorded (UK  Pound)503,000,  (UK
       Pound)461,000,  (UK Pound)258,000 and (UK Pound)237,000,  respectively,  of
       interest expense relating to such notes.
  
                                          9
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more or less favorable than those with non-affiliated parties.
  
  7.   CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  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.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest of (UK Pound)3.8  million,  (UK
       Pound)270,000,  (UK Pound)2.2 million and (UK Pound)135,000  during the six
       and three months ended June 30, 1998 and 1997, respectively.
  
       The Company's wholly owned subsidiaries  incurred capital lease obligations
       of (UK Pound)1.7  million,  (UK  Pound)607,000,  (UK  Pound)426,000 and (UK
       Pound)607,000 during the six and three months ended June 30, 1998 and 1997,
       respectively.
  
                                         10
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  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"),   are
  principally engaged in the development,  construction,  management and operation
  of  the   interests  of  Comcast  in  the  United   Kingdom   ("UK")  cable  and
  telecommunications  industry.  As of June 30, 1998, 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. The
  Company  accounts  for its  interests  in  Birmingham  Cable  and  Cable  London
  (together, the "Equity Investees") under the equity method.
  
  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 June 30, 1998,  the Operating
  Companies'  systems passed more than 1,248,000 homes or approximately 78% of the
  homes in their franchise  areas and served more than 313,000 cable  subscribers,
  395,000  residential   telephony   subscribers  and  13,000  business  telephony
  subscribers.
  
  General Developments of Business
  
  Amalgamation with NTL
  
  See Note 3 to the Company's Condensed Consolidated Financial Statements included
  in Item 1.
  
  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  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  are not expected to pay any  dividends or
  advances in the foreseeable future.
  
  In December 1997,  Comcast UK Holdings Limited ("UK  Holdings"),  a wholly owned
  subsidiary  of the  Company,  entered  into a loan  agreement  (the "UK Holdings
  Agreement")  with a  consortium  of banks to  provide  financing  under a credit
  facility (the "UK Holdings Credit  Facility") up to a maximum of (UK Pound)200.0
  million.  Under the terms of the UK Holdings Agreement,  borrowings under the UK
  Holdings Credit Facility are guaranteed by Teesside and Cambridge Cable.
  
                                         11
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  In January  1998,  UK Holdings  borrowed  (UK  Pound)75.0  million  under the UK
  Holdings Credit Facility. Of this initial borrowing,  (UK Pound)50.4 million was
  paid to the Company as a dividend  and (UK  Pound)17.8  million was used to fund
  capital  expenditures  and working  capital  requirements at Cambridge Cable and
  Teesside.
  
  Final  maturity of the UK Holdings  Credit  Facility is January 31, 2001. The UK
  Holdings  Credit Facility bears interest at a rate per annum equal to the London
  Interbank  Offered Rate  ("LIBOR") plus 1/2% to 2 1/4%. As of June 30, 1998, the
  Company's  effective  weighted  average  interest rate on the UK Holdings Credit
  Facility was 9.48%.
  
  The UK Holdings Credit Facility  contains  restrictive  covenants which limit UK
  Holdings'  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 Cambridge Cable and
  Teesside  has been  subordinated  to the  banks  under  the UK  Holdings  Credit
  Facility. In addition,  the Company's shares in UK Holdings have been pledged to
  secure the UK Holdings Credit Facility.
  
  The consummation of the NTL Transaction  will result in a change in control,  as
  defined  in the UK  Holdings  Credit  Facility.  Upon a change in  control,  all
  amounts   outstanding   under  the  UK  Holdings  Credit  Facility  will  become
  immediately due and payable.
  
  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 material
  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)1.8  million and (UK Pound)49.7  million
  during  the six  months  ended  June 30,  1998 and  1997  respectively,  and (UK
  Pound)18.4  million  during  the three  months  ended  June 30,  1997.  Of these
  amounts,  (UK  Pound)1.8  million and (UK  Pound)8.7  million  relate to capital
  contributions and loans to the Equity Investees during the six months ended June
  30,  1998 and  1997,  respectively  and (UK  Pound)736,000  relates  to  capital
  contributions  and loans to the Equity  Investees  during the three months ended
  June 30, 1997.  Although the Company is not contractually  committed to make any
  additional capital contributions or loans to 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 interests in the Equity Investees.
  
  The Company  estimates that the Operating  Companies will require  approximately
  (UK Pound)90.0  million from July 1, 1998 through December 31, 1998, to continue
  the  build-out  of  their  systems.  Management  believes  that the  entire  (UK
  Pound)90.0  million  required will be funded through  drawdowns  under currently
  existing credit  facilities  (subject to compliance  with certain  financial and
  operating covenants).  If such credit facilities are not available for drawdown,
  the Company  expects that its  strategic  and  financial  partners in the Equity
  Investees will provide their pro-rata share of any required  fundings,  although
  they are not  contractually  obligated  to do so.  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 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.
  
                                         12
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  Failure of any Operating  Company to obtain financing  necessary to complete the
  build-out  of its  system  could  result  in loss of its  cable  franchises  and
  licenses.
  
  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 obtain  external  financing,  although  there can be no
  assurance  that any such  financing  will be  obtained on  acceptable  terms and
  conditions.  The Company  believes that its existing  cash and cash  equivalents
  will be sufficient  to fund the Company's  required  capital  contributions  and
  advances to the Equity  Investees and  borrowings  under the UK Holdings  Credit
  Facility will be  sufficient  to fund  development  and  construction  costs for
  Cambridge Cable and Teesside throughout 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,  cash from the issuance of Birmingham Cable's
  preference shares and borrowings under Birmingham  Cable's credit facility.  The
  Company  estimates that  approximately  (UK Pound)13.0  million will be required
  from  July 1,  1998  through  December  31,  1998 to  continue  development  and
  construction of Birmingham Cable's cable/telephony  network. The Company expects
  that such funds will be provided by borrowings under the Birmingham Cable credit
  facility.
  
  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 Cable  London's  previous  and current
  credit  facilities.  The Company  estimates  that  approximately  (UK Pound)24.0
  million will be required from July 1, 1998 through December 31, 1998 to continue
  development and  construction  of Cable London's  cable/telephony  network.  The
  Company  expects that such funds will be provided by borrowings  under the Cable
  London credit facility.
  
  Cambridge Cable. Historically, Cambridge Cable's primary sources of funding have
  been capital  contributions  and loans from the Company and the Company's former
  strategic and financial  partner.  The Company estimates that  approximately (UK
  Pound)30.0  million will be required from July 1, 1998 through December 31, 1998
  to continue  development and construction of Cambridge  Cable's  cable/telephony
  network.  The Company  expects  that such funds will be  provided by  borrowings
  under the UK Holdings Credit Facility.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)23.0  million will be required from July 1, 1998 through December 31, 1998
  to continue development and construction of Teesside's  cable/telephony network.
  The Company expects that such funds will be provided by borrowings  under the UK
  Holdings Credit Facility.
  
  Statement of Cash Flows
  
  Cash and cash equivalents  increased (UK Pound)54.9  million as of June 30, 1998
  from December 31, 1997 and  decreased (UK Pound)7.0  million as of June 30, 1997
  from December 31, 1996. The changes in cash and cash  equivalents  resulted from
  cash  flows  from  operating,  financing  and  investing  activities  which  are
  explained below.
  
  Net cash provided by operating  activities amounted to (UK Pound)5.7 million and
  (UK  Pound)3.2  million  for the six  months  ended  June  30,  1998  and  1997,
  respectively.  The  increase in net cash  provided by  operating  activities  as
  compared to the
  
                                         13
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  prior  period is  principally  due to the  increase in the  Company's  operating
  income before  depreciation and amortization and changes in working capital as a
  result of the timing of receipts and disbursements.
  
  Net cash provided by (used in) financing  activities  amounted to (UK Pound)82.9
  million and ((UK  Pound)1.1)  million for the six months ended June 30, 1998 and
  1997, respectively. During the six months ended June 30, 1998, net cash provided
  by financing  activities includes (UK Pound)86.0 million of borrowings under the
  UK Holdings Credit Facility, offset by financing costs of (UK Pound)1.6 million.
  
  Net  cash  used in  investing  activities  was (UK  Pound)33.7  million  and (UK
  Pound)9.2 million for the six months ended June 30, 1998 and 1997, respectively.
  During the six months ended June 30, 1998, net cash used in investing activities
  includes   capital   expenditures   of  (UK   Pound)31.7   million  and  capital
  contributions and loans to affiliates of (UK Pound)1.8  million.  During the six
  months  ended June 30,  1997,  net cash used in  investing  activities  includes
  capital  expenditures of (UK Pound)38.2  million and capital  contributions  and
  loans to affiliates of (UK Pound)8.7 million,  offset by proceeds from the sales
  of short-term investments of (UK Pound)38.2 million.
  
                                         14
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  Results of Operations
  
  The Company
  
  Summarized  consolidated  financial  information for the Company for the six and
  three  months  ended June 30,  1998 and 1997 is as follows (in  thousands,  "NM"
  denotes percentage is not meaningful):
  Six Months Ended
                                                                           June 30,                 Increase/(Decrease)
                                                                    1998            1997           (UK Pound)         %
  Revenues                                                 (UK Pound)36,588   (UK Pound)25,701  (UK Pound)10,887     42.4%
  Operating, selling, general and administrative expenses            28,958             24,712             4,246     17.2
  Management fees                                                     1,470              1,707              (237)   (13.9)
                                                          -----------------  -----------------
  Operating income (loss) before depreciation and
     amortization (1)                                                 6,160               (718)            6,878       NM
  Depreciation and amortization                                      14,684             12,189             2,495     20.5
                                                          -----------------  -----------------
  Operating loss                                                     (8,524)           (12,907)           (4,383)   (34.0)
                                                          -----------------  -----------------
  Interest expense                                                   17,407             12,285             5,122     41.7
  Investment income                                                  (4,489)            (4,026)              463     11.5
  Equity in net losses of affiliates                                 11,185             10,314               871      8.4
  Exchange (gains) losses and other                                    (850)             2,168            (3,018)      NM
                                                          -----------------  -----------------
  Net loss                                                ((UK Pound)31,777) ((UK Pound)33,648) ((UK Pound)1,871)    (5.6%)
                                                          =================  =================
  
                                                                    Three Months Ended
                                                                         June 30,                   Increase/(Decrease)
                                                                    1998            1997           (UK Pound)         %
  Revenues                                                 (UK Pound)19,012   (UK Pound)13,350   (UK Pound)5,662      42.4%
  Operating, selling, general and administrative expenses            14,808             12,584             2,224      17.7
  Management fees                                                       715                864              (149)    (17.2)
                                                          -----------------  -----------------
  Operating income (loss) before depreciation and
     amortization (1)                                                 3,489                (98)            3,587        NM
  Depreciation and amortization                                       7,430              6,266             1,164      18.6
                                                          -----------------  -----------------
  Operating loss                                                     (3,941)            (6,364)           (2,423)    (38.1)
  Interest expense                                                    8,937              6,234             2,703      43.4
  Investment income                                                  (2,260)            (1,925)              335      17.4
  Equity in net losses of affiliates                                  4,770              5,162              (392)     (7.6)
  Exchange losses (gains) and other                                     898             (2,727)            3,625        NM
                                                          -----------------  -----------------
  Net loss                                                ((UK Pound)16,286) ((UK Pound)13,108)            3,178      24.2%
                                                          =================  =================
  ------------
  (1)  Operating  income (loss) before  depreciation  and amortization is commonly
       referred to in the Company's businesses as "operating cash flow (deficit)."
       Operating  cash flow  (deficit)  is a measure  of a  company's  ability  to
       generate  cash  to  service  its   obligations,   including   debt  service
       obligations, and to finance capital and other expenditures.  In part due to
       the capital intensive nature of the Company's  businesses and the resulting
       significant  level  of  non-cash   depreciation  expense  and  amortization
       expense,  operating  cash flow  (deficit) is frequently  used as one of the
       bases for comparing  businesses in the Company's  industries,  although the
       Company's measure of operating cash flow (deficit) may not be comparable to
       similarly titled measures of other companies. Operating cash flow (deficit)
       does not purport to represent  net income or net cash provided by operating
       activities,  as those terms are defined under generally accepted accounting
       principles, and should not be considered as an alternative
  
                                         15
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
       to such  measurements  as an indicator of the  Company's  performance.  See
       "Statement  of Cash Flows" above for a discussion  of net cash  provided by
       operating activities.
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative  expenses and depreciation and amortization
  expense for the six and three  months  ended June 30,  1998,  as compared to the
  same  periods  in  1997,  are  attributable  to the  effects  of  the  continued
  development  of  Teesside's  and  Cambridge  Cable's  operations  and  increased
  business  activity  resulting  from the growth in the number of  subscribers  in
  their respective franchise areas.
  
  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.
  Consulting  fee income for the six and three months ended June 30, 1998 and 1997
  was  (UK   Pound)561,000,   (UK   Pound)496,000,   (UK   Pound)287,000  and  (UK
  Pound)263,000, respectively.
  
  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 six and three  months ended June 30, 1998 and 1997 was
  (UK Pound)17.4 million,  (UK Pound)12.3  million,  (UK Pound)8.9 million and (UK
  Pound)6.2 million, respectively, representing increases of (UK Pound)5.1 million
  and (UK Pound)2.7 million from 1997 as compared to the same periods in 1998. The
  increases are  primarily  attributable  to interest on  borrowings  under the UK
  Holdings  Credit  Facility and the  compounding of interest on the 2007 Discount
  Debentures.
  
  Investment  income for the six and three months ended June 30, 1998 and 1997 was
  (UK Pound)4.5  million,  (UK Pound)4.0  million,  (UK Pound)2.3  million and (UK
  Pound)1.9 million, respectively, representing increases of (UK Pound)463,000 and
  (UK  Pound)335,000  from  1997 as  compared  to the same  periods  in 1998.  The
  increases  are  primarily  due to increases in the average loan  balances to the
  Equity Investees in 1998 as compared to the same periods in 1997.
  
  Equity in net losses of  affiliates  for the six and three months ended June 30,
  1998 and 1997 was (UK Pound)11.2 million,  (UK Pound)10.3 million, (UK Pound)4.8
  million and (UK Pound)5.2 million, respectively, representing an increase of (UK
  Pound)871,000 and a decrease of (UK  Pound)392,000  from 1997 as compared to the
  same periods in 1998.  The  increase  from the six months ended June 30, 1997 is
  attributable to an increase in the net loss for Birmingham  Cable.  The decrease
  from the three months ended June 30, 1997 is  attributable  to a decrease in the
  net loss of Birmingham Cable.
  
  Exchange  (gains)  losses and other for the six and three  months ended June 30,
  1998 and 1997 were ((UK Pound)850,000), (UK Pound)2.2 million, (UK Pound)898,000
  and  ((UK  Pound)2.7)  million,  respectively,   representing  changes  of  ((UK
  Pound)3.0)  million and (UK Pound)3.6  million from 1997 as compared to the same
  periods in 1998. These changes primarily results from the impact of fluctuations
  in the valuation of the UK Pound Sterling on the 2007 Discount Debentures, which
  are  denominated  in United States  ("US")  dollars,  on the  Company's  foreign
  exchange  call option  contracts  and on cash held in US dollars.  The Company's
  results  of   operations   will   continue  to  be  affected  by  exchange  rate
  fluctuations.
  
                                         16
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  The Operating Companies
  
  Summarized  proportionate  combined  financial  information  for  the  Operating
  Companies  for the six and  three  months  ended  June  30,  1998 and 1997 is as
  follows (in thousands, "NM" denotes percentage is not meaningful):
  Six Months Ended
                                                                            June 30,                     Increase/(Decrease)
                                                                   1998                1997            (UK Pound)           %
  Service income                                           (UK Pound)62,548    (UK Pound)46,287     (UK Pound)16,261       35.1%
  Operating, selling, general and administrative expenses            49,917              43,630                6,287       14.4
                                                          -----------------   -----------------
  Operating income before depreciation and
     amortization (a)                                                12,631               2,657                9,974         NM
  Depreciation and amortization                                      23,416              19,645                3,771       19.2
                                                          -----------------   -----------------
  Operating loss                                                    (10,785)            (16,988)              (6,203)     (36.5)
  Interest expense                                                   14,127              10,155                3,972       39.1
  Investment income                                                    (671)               (979)                (308)     (31.5)
                                                          -----------------   -----------------
  Net loss                                                ((UK Pound)24,241)  ((UK Pound)26,164)    ((UK Pound)1,923)      (7.3%)
                                                          =================   =================
  
                                                                    Three Months Ended
                                                                         June 30,                        Increase/(Decrease)
                                                                   1998                1997            (UK Pound)           %
  Service income                                           (UK Pound)32,120    (UK Pound)24,105      (UK Pound)8,015       33.3%
  Operating, selling, general and administrative expenses            25,292              22,214                3,078       13.9
                                                          -----------------   -----------------
  Operating income before depreciation and
     amortization (a)                                                 6,828               1,891                4,937         NM
  Depreciation and amortization                                      11,918              10,149                1,769       17.4
                                                          -----------------   -----------------
  Operating loss                                                     (5,090)             (8,258)              (3,168)     (38.4)
  Interest expense                                                    6,433               5,234                1,199       22.9
  Investment income                                                    (338)               (443)                (105)     (23.7)
                                                          -----------------   -----------------
  Net loss                                                ((UK Pound)11,185)  ((UK Pound)13,049)    ((UK Pound)1,864)     (14.3%)
                                                          =================   =================
  ------------
  (a)  See Note (1) on page 15.
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating  Companies' results of operations for the six and three
  months  ended June 30,  1998 and 1997 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  June  30,  1998.  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 and Cable London under the equity
  method.   The  results  of  operations  of  Teesside  and  Cambridge  Cable  are
  consolidated with those of the Company.
  
  Proportionate combined service income was (UK Pound)62.5 million, (UK Pound)46.3
  million, (UK Pound)32.1 million and (UK Pound)24.1 million for the six and three
  months ended June 30, 1998 and 1997, respectively, representing increases of (UK
  Pound)16.2  million and (UK Pound)8.0  million from 1997 as compared to the same
  periods in 1998.  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 six and three months
  
                                         17
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  ended June 30, 1998 and 1997 is derived  from monthly  subscription  charges and
  approximately  one-half  of their  service  income for these  periods is derived
  primarily from usage charges.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK Pound)49.9 million,  (UK Pound)43.6 million, (UK Pound)25.3 million and
  (UK  Pound)22.2  million  for the six and three  months  ended June 30, 1998 and
  1997,  respectively,  representing  increases of (UK  Pound)6.3  million and (UK
  Pound)3.1   million  from  1997  as  compared  to  the  same  periods  in  1998.
  Substantially   all  of  the  increases  were   attributable  to  the  continued
  development  of  Teesside's  and  Cambridge  Cable's  operations  and  increased
  business  activity  resulting from the growth in the number of  subscribers  and
  development of the Operating Companies' franchise areas.
  
  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 depreciation and amortization expense was (UK Pound)23.4
  million,  (UK  Pound)19.6  million,  (UK  Pound)11.9  million and (UK Pound)10.1
  million for the six and three months ended June 30, 1998 and 1997, respectively,
  representing  increases of (UK Pound)3.8  million and (UK Pound)1.8 million from
  1997 as compared to the same periods in 1998.  The increases were due to certain
  of the  Operating  Companies'  discrete  build 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)14.1  million,  (UK
  Pound)10.2 million,  (UK Pound)6.4 million and (UK Pound)5.2 million for the six
  and  three  months  ended  June 30,  1998 and 1997,  respectively,  representing
  increases  of (UK  Pound)3.9  million  and (UK  Pound)1.2  million  from 1997 as
  compared to the same periods in 1998. The increases were primarily  attributable
  to additional borrowings under credit facilities and loans from shareholders.
  
  Proportionate   combined   investment   income   was  (UK   Pound)671,000,   (UK
  Pound)979,000,  (UK  Pound)338,000  and (UK  Pound)443,000 for the six and three
  months ended June 30, 1998 and 1997, respectively, representing decreases of (UK
  Pound)308,000 and (UK Pound)105,000 from 1997 as compared to the same periods in
  1998. The decreases  were  attributable  to decreases in the average  balance of
  cash,  cash  equivalents  and  restricted  cash held by the Operating  Companies
  during the six and three  months  ended June 30,  1998,  as compared to the same
  periods in 1997.
  
                                         18
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  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:
  
                 2.1  Amendment  No. 1 dated May 28, 1998 to Agreement and Plan of
                      Amalgamation   dated  as  of  February  4,  1998  among  NTL
                      Incorporated,  NTL  (Bermuda)  Limited  and Comcast UK Cable
                      Partners  Limited  (incorporated by reference to Exhibit 2.1
                      to the Company's Current Report on Form 8-K filed on June 4,
                      1998.)
  
                 27.1 Financial Data Schedule
  
            (b)  Reports on Form 8-K:
  
                 (i)  Comcast UK Cable Partners  Limited filed a Current Report on
                      Form 8-K under Item 5 on June 4, 1998  relating to Amendment
                      No. 1 to the  Agreement  and Plan of  Amalgamation  with NTL
                      Incorporated  and NTL (Bermuda)  Limited dated May 28, 1998,
                      pursuant to which the  termination  date was  extended  from
                      August 4, 1998 to October 5, 1998.
  
                                         19
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
                                      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: August 14, 1998
  
                                         20