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, 1996
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934
       for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
  
            Bermuda                                       Not Applicable
  
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)
  
              Clarendon House                       Comcast Corporation
            2 Church Street West               1500 Market Street, 35th Floor
           Hamilton, HM 11, Bermuda              Philadelphia, PA 19102-2148
               (809) 295-5950                          (215) 665-1700
  
       (Address, including zip code, and       (Name, address, including zip code,
               telephone number,                      and telephone number, 
             including area code,                      including area code,
  of Registrant's principal executive offices)       of agent for service)
  
                             --------------------------
  
  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, 1996,  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, 1996
  
                                  TABLE OF CONTENTS
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of June 30, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1996 and 1995 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1996 and 1995 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 8
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations..........................................9 - 14
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................14
  
            Item 4.   Submission of Matters to a Vote of 
                      Security Holders...................................14 - 15
  
            Item 6.   Exhibits and Reports on Form 8-K........................15
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  expenditures and future  contributions and advances to the Operating  Companies.
  Such forward-looking information involves important risks and uncertainties that
  could  significantly  affect expected results in the future from those expressed
  in any forward-looking  statements made by, or on behalf of, the Company.  These
  risks and uncertainties  include, but are not limited to, uncertainties relating
  to economic conditions, acquisitions and divestitures, government and regulatory
  policies, the pricing and availability of equipment, materials,  inventories and
  programming,   technological   developments   and  changes  in  the  competitive
  environment in which the Company operates.
  
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  PART I.   FINANCIAL INFORMATION
  ITEM 1.   FINANCIAL STATEMENTS
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                         June 30,          December 31,
                                                                          1996                 1995
                                                                     (UK Pound)000         (UK Pound)000
  <S>                                                              <C>                  <C>    
  ASSETS
  
  CURRENT ASSETS
      Cash and cash equivalents .................................   (UK Pound)130,370    (UK Pound)162,231
      Short-term investments, at cost which approximates
        fair value ..............................................              39,023               57,240
      Accounts receivable, less allowance for doubtful
        accounts of (UK Pound)976 and (UK Pound)40 ..............               1,101                   56
      Prepaid charges and other .................................               6,580                4,664
                                                                    -----------------    -----------------
         Total current assets ...................................             177,074              224,191
                                                                    -----------------    -----------------
  
  INVESTMENTS IN AFFILIATES .....................................              73,982              127,858
                                                                    -----------------    -----------------
  
  PROPERTY AND EQUIPMENT ........................................             191,427               47,750
      Accumulated depreciation ..................................              (5,488)              (1,271)
                                                                    -----------------    -----------------
      Property and equipment, net ...............................             185,939               46,479
                                                                    -----------------    -----------------
  
  DEFERRED CHARGES ..............................................              60,574               23,162
      Accumulated amortization ..................................              (5,559)              (3,600)
                                                                    -----------------    -----------------
      Deferred charges, net .....................................              55,015               19,562
                                                                    -----------------    -----------------
  
  FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net ...................              12,398               13,799
                                                                    -----------------    -----------------
                                                                    (UK Pound)504,408    (UK Pound)431,889
                                                                    =================    =================
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses .....................    (UK Pound)22,866     (UK Pound)12,174
      Current portion of long-term debt .........................                 629
      Foreign exchange call options .............................                  40                1,577
      Due to affiliates .........................................                 684                2,224
                                                                    -----------------    -----------------
         Total current liabilities ..............................              24,219               15,975
                                                                    -----------------    -----------------
  
  LONG-TERM DEBT, less current portion ..........................             211,817              195,909
                                                                    -----------------    -----------------
  
  FOREIGN EXCHANGE CALL OPTIONS AND OTHER .......................               2,101                2,184
                                                                    -----------------    -----------------
  
  LONG-TERM DEBT, due to shareholder ............................               9,876                9,453
                                                                    -----------------    -----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
      Class A common shares,(UK Pound).01 par value - authorized,
         50,000,000 shares; issued, 37,231,997 and 28,372,334 ...                 372                  284
      Class B common shares,(UK Pound).01 par value - authorized,
         50,000,000 shares; issued, 12,872,605 ..................                 129                  129
      Additional capital ........................................             358,615              287,397
      Accumulated deficit .......................................            (102,721)             (79,442)
                                                                    -----------------    -----------------
           Total shareholders' equity ...........................             256,395              208,368
                                                                    -----------------    -----------------
                                                                    (UK Pound)504,408    (UK Pound)431,889
                                                                    =================    =================
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                       Six Months Ended                        Three Months Ended
                                                           June 30,                                June 30,
                                                   1996               1995                 1996              1995
                                                             (in (UK Pound)000's, except per share data)
  <S>                                        <C>                     <C>              <C>                   <C>
  REVENUES
     Service income ......................   (UK Pound)11,176        (UK Pound)17     (UK Pound)9,229        (UK Pound)17
     Consulting fee income ...............                610                 636                 223                 301
                                           ------------------   -----------------  ------------------   -----------------
                                                       11,786                 653               9,452                 318
                                           ------------------   -----------------  ------------------   -----------------
  
  COSTS AND EXPENSES
     Operating ...........................              4,405                   8               3,612                   8
     Selling, general and administrative .              9,605               2,850               6,394               1,866
     Management fees .....................              1,332               1,388                 726                 711
     Depreciation and amortization .......              6,337               1,127               4,848                 620
                                           ------------------   -----------------  ------------------   -----------------
                                                       21,679               5,373              15,580               3,205
                                           ------------------   -----------------  ------------------   -----------------
  
  OPERATING LOSS .........................             (9,893)             (4,720)             (6,128)             (2,887)
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense ....................             11,645                 386               5,952                 198
     Investment income ...................             (7,602)             (5,235)             (2,882)             (2,616)
     Equity in net losses of affiliates ..              9,640              10,675               3,942               5,937
     Exchange (gains) losses and other ...               (297)                657              (1,848)                589
                                           ------------------   -----------------  ------------------   -----------------
                                                       13,386               6,483               5,164               4,108
                                           ------------------   -----------------  ------------------   -----------------
  
  NET LOSS ...............................            (23,279)            (11,203)            (11,292)             (6,995)
  
  ACCUMULATED DEFICIT
      Beginning of period ................            (79,442)            (50,480)            (91,429)            (54,688)
                                           ------------------   -----------------  ------------------   -----------------
  
      End of period ...................... ((UK Pound)102,721)  ((UK Pound)61,683) ((UK Pound)102,721)  ((UK Pound)61,683)
                                           ==================   =================  ==================   =================
  
  NET LOSS PER SHARE .....................     ((UK Pound).50)     ((UK Pound).27)     ((UK Pound).22)     ((UK Pound).17)
                                           ==================   =================  ==================   =================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD             46,308              41,245              50,105              41,245
                                           ==================   =================  ==================   =================
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          3
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                   Six Months Ended June 30,
                                                                                1996                      1995
                                                                           (UK Pound)000             (UK Pound)000
  <S>                                                                   <C>                <C>         
  OPERATING ACTIVITIES
      Net loss ......................................................   ((UK Pound)23,279)   ((UK Pound)11,203)
      Adjustments to reconcile net loss to net cash
        (used in) provided by operating activities:
         Depreciation and amortization ..............................               6,337                1,127
         Amortization on foreign exchange contracts .................               1,356                 (261)
         Non-cash interest expense ..................................              11,506                  386
         Non-cash investment income .................................              (2,020)              (2,170)
         Exchange gains .............................................              (1,605)
         Equity in net losses of affiliates .........................               9,640               10,675
         Increase in foreign exchange contracts, net ................                  19                 (848)
         Loss on investment in affiliate ............................                                      605
                                                                        -----------------    -----------------
                                                                                    1,954               (1,689)
  
         Increase in accounts receivable and prepaid charges
            and other ...............................................                (392)              (1,265)
         (Decrease) increase in accounts payable and accrued expenses                 (31)               8,107
         Decrease in due to affiliates ..............................              (1,540)              (3,466)
                                                                        -----------------    -----------------
  
                Net cash (used in) provided by operating activities .                  (9)               1,687
                                                                        -----------------    -----------------
  
  
  FINANCING ACTIVITIES
      Issuance of shares, net .......................................                                      (53)
      Proceeds from borrowings ......................................                 354
      Repayment of debt .............................................                (833)
                                                                        -----------------    -----------------
  
                Net cash used in financing activities ...............                (479)                 (53)
                                                                        -----------------    -----------------
  
  
  INVESTING ACTIVITIES
      Acquisition, net of cash acquired .............................             (10,306)
      Sales of short-term investments, net ..........................              18,217                1,088
      Capital contributions and advances to affiliates ..............              (7,513)             (16,505)
      Additions to property and equipment ...........................             (31,541)             (18,026)
      Deferred charges and other ....................................                (230)                 (75)
                                                                        -----------------    -----------------
  
                Net cash used in investing activities ...............             (31,373)             (33,518)
                                                                        -----------------    -----------------
  
  
  DECREASE IN CASH AND CASH EQUIVALENTS .............................             (31,861)             (31,884)
  
  CASH AND CASH EQUIVALENTS, beginning of period ....................             162,231              100,117
                                                                        -----------------    -----------------
  
  
  CASH AND CASH EQUIVALENTS, end of period ..........................   (UK Pound)130,370     (UK Pound)68,233
                                                                        =================     ================
  </TABLE>
  
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated balance sheet as of June 30, 1996, the condensed  consolidated
       statement  of  operations  and  accumulated  deficit  for the six and three
       months  ended  June  30,  1996  and  1995  and the  condensed  consolidated
       statement  of cash  flows for the six months  ended June 30,  1996 and 1995
       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, 1996 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, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1996
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
  3.   SINGTEL TRANSACTION
  
       On March 19, 1996,  the Company  completed  the  acquisition  (the "Singtel
       Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
       Telecom") 50% interest in Cambridge  Holding  Company  Limited  ("Cambridge
       Cable"),  pursuant to the terms of a Share Exchange  Agreement  executed by
       the parties in December  1995.  In exchange  for  Singapore  Telecom's  50%
       interest in Cambridge Cable and certain loans made to Cambridge Cable, with
       accrued interest thereon,  the Company issued  approximately 8.9 million of
       its Class A Common Shares and paid  approximately(UK  Pound)11.8 million to
       Singapore  Telecom.  The Company has accounted for the Singtel  Transaction
       under the  purchase  method.  As a result of the Singtel  Transaction,  the
       Company owns 100% of Cambridge  Cable and has  consolidated  the  financial
       position and results of  operations of Cambridge  Cable  beginning on March
       31, 1996.
  
  
                                          5
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The following pro forma  information  has been  presented as if the Singtel
       Transaction  had occurred at the  beginning of each period.  This pro forma
       information  is based on  historical  results of  operations  adjusted  for
       acquisition  costs and, in the opinion of  management,  is not  necessarily
       indicative  of what results  would have been had the Company  owned 100% of
       Cambridge Cable since such dates.
  <TABLE>
  <CAPTION>
                                               Six Months Ended                Three Months Ended
                                                    June 30,                        June 30,
                                          1996                  1995                  1995
                                           (in (UK Pound)000's, except per share data)
  <S>                            <C>                    <C>                   <C> 
          Revenues .........     (UK Pound)18,009       (UK Pound)9,923       (UK Pound)5,086
  
          Net loss .........              (25,004)              (15,069)               (9,138)
  
          Net loss per share                 (.50)                 (.30)                 (.18)
  </TABLE>
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company has  historically  invested in three  affiliates  (the  "Equity
       Investees," which term excludes  Cambridge Cable as of March 31, 1996 - see
       Note 3): Birmingham Cable Corporation Limited ("Birmingham  Cable"),  Cable
       London PLC ("Cable  London")  and  Cambridge  Cable.  The Equity  Investees
       operate integrated cable communications, residential telephony and business
       telecommunications  systems in their  respective major  metropolitan  areas
       under   exclusive    cable    television    licenses   and    non-exclusive
       telecommunications  licenses.  As of June 30, 1996, the Company's ownership
       interest in these affiliates is as follows:
  
             Birmingham Cable................................27.5%
             Cable London....................................49.0%
             Cambridge Cable (1)............................100.0%
        ---------------
       (1) Increased in March 1996 from 50.0% due to the  acquisition of Singapore
       Telecom's interest (see Note 3).
  
       The Company also has a 16.7% interest in Cable Programme Partners-1 Limited
       Partnership  ("CPP-1") which  previously  developed and  distributed  cable
       programming in the United Kingdom. During 1995, CPP-1 sold its only channel
       and is in the  process of winding  down its  operations.  As a result,  the
       Company  has  recorded  a one-time  charge  of(UK  Pound)605,000,  which is
       included in exchange  (gains)  losses and other in the Company's  condensed
       consolidated  statement  of  operations  for the six and three months ended
       June 30, 1995,  relating to the recoverability of the Company's  investment
       in CPP-1. This one-time charge included a(UK Pound)560,000  reserve for the
       Company's  proportionate  share of CPP-1's future funding  commitments.  To
       date,(UK  Pound)342,000  of  these  commitments  have  been  funded  by the
       Company.
  
       Included in  investments in affiliates as of June 30, 1996 and December 31,
       1995 are  loans to Cable  London  of (UK  Pound)21.0  million  and  accrued
       interest of(UK Pound)2.8  million and(UK Pound)1.9  million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays  Bank plc (7.75%  effective  rate as of June 30, 1996) and
       are  subordinate to Cable London's  revolving bank credit  facility.  These
       loans 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  December  31,  1995 are loans to  Cambridge  Cable of(UK
       Pound)47.4  million and  accrued  interest  of(UK  Pound)5.1  million.  The
       Cambridge Cable loans and related accrued  interest have been eliminated in
       consolidation subsequent to the Singtel Transaction (see Note 3).
  
  
                                          6
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  
  <TABLE>
  <CAPTION>
                                            Birmingham            Cable            Cambridge
                                              Cable               London            Cable (1)           CPP-1             Combined
                                         (UK Pound)000        (UK Pound)000       (UK Pound)000     (UK Pound)000      (UK Pound)000
  <S>                                           <C>                <C>                <C>                 <C>            <C>   
  SIX MONTHS ENDED JUNE 30, 1996
  Results of operations
      Service income ..............            25,230             18,644              6,401                              50,275
      Depreciation and amortization            (9,334)            (6,893)            (2,168)                            (18,395)
      Operating loss ..............            (5,545)            (6,897)            (2,133)                            (14,575)
      Net loss ....................            (9,161)           (10,029)            (4,419)                            (23,609)
      Company's equity in net loss             (2,516)            (4,914)            (2,210)                             (9,640)
  
  THREE MONTHS ENDED JUNE 30, 1996
  Results of operations
      Service income ..............            12,918              9,523                                                 22,441
      Depreciation and amortization            (4,780)            (3,564)                                                (8,344)
      Operating loss ..............            (2,751)            (3,748)                                                (6,499)
      Net loss ....................            (4,727)            (5,396)                                               (10,123)
      Company's equity in net loss             (1,298)            (2,644)                                                (3,942)
  
  AS OF JUNE 30, 1996
  Financial position
      Current assets ..............            82,058              7,495                                                 89,553
      Noncurrent assets ...........           250,695            141,032                                                391,727
      Current liabilities .........            29,273             58,156                                                 87,429
      Noncurrent liabilities ......           189,108             55,050                                                244,158
  
  SIX MONTHS ENDED JUNE 30, 1995
  Results of operations
      Service income ..............            18,315             14,195              9,546             1,088            43,144
      Depreciation and amortization            (6,731)            (4,740)            (3,289)              (34)          (14,794)
      Operating loss ..............            (5,955)            (5,863)            (5,822)           (4,619)          (22,259)
      Net loss ....................            (6,825)            (7,195)            (8,758)           (5,388)          (28,166)
      Company's equity in net loss             (1,875)            (3,523)            (4,379)             (898)          (10,675)
  
  THREE MONTHS ENDED JUNE 30, 1995
  Results of operations
      Service income ..............             9,316              7,278              4,929               487            22,010
      Depreciation and amortization            (3,604)            (2,507)            (1,737)              (21)           (7,869)
      Operating loss ..............            (3,249)            (3,170)            (3,287)           (2,279)          (11,985)
      Net loss ....................            (3,744)            (3,974)            (4,888)           (3,098)          (15,704)
      Company's equity in net loss             (1,029)            (1,948)            (2,444)             (516)           (5,937)
  - -------
  <FN>
  (1)  As a result of the Singtel Transaction,  the Company owns 100% of Cambridge
       Cable and has consolidated the financial position and results of operations
       of Cambridge Cable beginning on March 31, 1996 (see Note 3).
  </FN>
  </TABLE>
  
  5.   LONG-TERM DEBT
  
       In November 1995, the Company received net proceeds of approximately $291.1
       million ((UK  Pound)186.9  million) from the sale of  approximately  $517.3
       million  principal  amount  at  maturity  of  its  11.20%  Senior  Discount
       Debentures due 2007 (the "2007 Discount  Debentures") in a public offering.
       Interest accretes on the 2007 Discount
  
                                          7
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       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.
  
       As of June 30,  1996,  long-term  debt  includes(UK  Pound)4.9  million  of
       Cambridge Cable's capitalized lease obligations,  of which(UK Pound)610,000
       is classified as current.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earns  consulting fee income under  consulting  agreements  with the Equity
       Investees.  The consulting fee income is generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas.
  
       The  Company's  right to  receive  certain  consulting  fee  payments  from
       Birmingham Cable and Cable London has been  subordinated to the banks under
       their  credit  facilities.  Accordingly,  a portion of these fees have been
       classified  as long-term  receivables  and are included in  investments  in
       affiliates  in the  Company's  condensed  consolidated  balance  sheet.  In
       addition,  the Company's shares in Cable London have been pledged to secure
       amounts outstanding under the Cable London credit facility.
  
       Management fee expense is incurred under agreements  between the Company on
       the  one  hand,  and  Comcast   Corporation   ("Comcast"),   the  Company's
       controlling  shareholder,  and Comcast UK Cable Partners  Consulting,  Inc.
       ("Comcast Consulting"),  an indirect wholly owned subsidiary of Comcast, on
       the other,  whereby  Comcast  and  Comcast  Consulting  provide  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management  fees are based on Comcast's and
       Comcast  Consulting's cost of providing such services.  As of June 30, 1996
       and  December  31,  1995,  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,  1996 and  1995,  investment
       income  includes  interest  income of(UK  Pound)2.0  million,(UK  Pound)2.2
       million,(UK Pound)415,000 and(UK Pound)1.2 million, respectively,  relating
       to the loans to affiliates described in Note 4.
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast UK Holdings,  Inc.  which are due in 1999. For the six and three
       months   ended  June  30,  1996  and  1995,   the  Company   recorded   (UK
       Pound)423,000,(UK  Pound)386,000,(UK  Pound)216,000  and(UK  Pound)198,000,
       respectively, of interest expense relating to such notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more favorable than those with nonaffiliated parties.
  
  
                                          8
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   was
  incorporated in 1992 to develop,  construct, manage and operate the interests of
  Comcast in the United Kingdom ("UK") cable and  telecommunications  industry. As
  of June 30, 1996, 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 49.0% interest, Cambridge Holding Company Limited ("Cambridge
  Cable"),  in which the  Company  owns a 100.0%  interest  (see  below),  and the
  franchises  for  Darlington  and Teesside,  England  ("Teesside"),  in which the
  Company owns a 100.0%  interest.  The Operating  Companies hold exclusive  cable
  television  licenses  and  non-exclusive   telecommunications  licenses  in  ten
  franchise areas. Teesside commenced  construction of a cable  telecommunications
  network  to serve  its  franchises  in the third  quarter  of 1994 and added its
  initial cable and telephony subscribers in June 1995.
  
  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, 1996,  the Operating
  Companies'  systems passed more than 837,000 homes or  approximately  52% of the
  homes in their franchise  areas and served more than 215,000 cable  subscribers,
  221,000   residential   telephony   subscribers  and  6,800  business  telephony
  subscribers.
  
  The Company  accounts  for its  interests in  Birmingham  Cable and Cable London
  under the equity method.  Through March 31, 1996, the Company also accounted for
  its  interest  in  Cambridge   Cable  under  the  equity   method  (see  below).
  Collectively, Birmingham Cable, Cable London and Cambridge Cable are referred to
  herein as the "Equity  Investees"  (which term  excludes  Cambridge  Cable as of
  March 31, 1996).
  
  General Developments of Business
  
  Singtel Transaction
  
  On  March  19,  1996,  the  Company  completed  the  acquisition  (the  "Singtel
  Transaction") of Singapore  Telecom  International  Pte.  Limited's  ("Singapore
  Telecom")  50%  interest in  Cambridge  Cable,  pursuant to the terms of a Share
  Exchange  Agreement  executed by the parties in December  1995.  In exchange for
  Singapore  Telecom's  50% interest in Cambridge  Cable and certain loans made to
  Cambridge Cable, with accrued interest thereon, the Company issued approximately
  8.9 million of its Class A Common  Shares and paid  approximately(UK  Pound)11.8
  million  to  Singapore  Telecom.  The  Company  has  accounted  for the  Singtel
  Transaction under the purchase method.  As a result of the Singtel  Transaction,
  the Company now owns 100% of Cambridge Cable and has  consolidated the financial
  position and results of  operations  of Cambridge  Cable  beginning on March 31,
  1996.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  shareholders  as well as proceeds from the Company's  initial public offering of
  15.0 million of its Class A Common Shares (net proceeds of $209.4  million or(UK
  Pound)132.6  million) in September  1994 and from the Company's  offering of its
  $517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
  due 2007 (the "2007 Discount  Debentures") (net proceeds of $291.1 million or(UK
  Pound)186.9 million) in
  
                                          9
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  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  Equity
  Investees have not paid any dividends to the Company and are not expected to pay
  any dividends in the foreseeable future.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies will be able to generate positive  operating cash flow,
  (iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
  whether  there may be future  acquisitions  and trades funded in cash or Company
  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 advances to the Operating
  Companies in the aggregate of(UK Pound)45.8  million,(UK  Pound)33.9 million,(UK
  Pound)23.7  million  and(UK  Pound)23.0  million during the six and three months
  ended  June  30,  1996 and  1995,  respectively.  Although  the  Company  is not
  contractually committed to make any additional capital contributions or advances
  to any of the Equity  Investees,  it currently  intends to fund its share of the
  amounts necessary for capital  expenditures and to finance  operating  deficits.
  Failure to do so could  dilute the  Company's  ownership  interest in the Equity
  Investees.
  
  The Company estimates that the Operating  Companies will require an aggregate of
  approximately(UK  Pound)500 million to (UK Pound)600 million after June 30, 1996
  to complete the build-out of their  systems.  Although the Company  expects that
  its strategic and financial  partners in the Equity Investees will provide their
  share of such funds, they are not contractually  obligated to do so, and thus no
  assurance of such funding can be given. If the Company's strategic and financial
  partners fail to provide such financing,  the Equity  Investees will be required
  to seek additional  funds  elsewhere.  Such  additional  funds may come from the
  Company,  from new strategic  and  financial  partners,  from  borrowings  under
  existing or new credit  facilities or from other sources,  although there can be
  no assurance that any such financing would be available on acceptable  terms and
  conditions.  The Company and its strategic and financial partners generally have
  veto rights over the Equity Investees' debt financing decisions.  Failure of any
  Operating Company to obtain financing necessary to complete the build-out of its
  system could result in loss of its cable franchises and licenses.
  
  The Company has entered  into foreign  exchange  forward  contracts  and foreign
  exchange option contracts as a normal part of its risk management efforts.
  
  During 1995,  the Company  entered into  foreign  exchange put option  contracts
  which may be settled only on November 16, 2000.  These put option  contracts are
  used to limit the Company's exposure to the risk that the eventual cash outflows
  related to net monetary  liabilities  denominated  in currencies  other than its
  functional currency (the UK Pound Sterling or "UK Pound")  (principally the 2007
  Discount  Debentures) are adversely affected by changes in exchange rates. As of
  June 30, 1996, the Company has(UK Pound)250.0 million notional amount of foreign
  exchange put option  contracts to purchase  United States  ("US")  dollars at an
  exchange rate of $1.35 per(UK  Pound)1.00  (the "Ratio").  Foreign  exchange put
  option  contracts  provide a hedge,  to the extent the exchange rate falls below
  the Ratio,  against the Company's  net monetary  liabilities  denominated  in US
  dollars since gains and losses  realized on the put option  contracts are offset
  against gains or losses  realized on the  underlying net  liabilities.  Premiums
  paid for such put option  contracts  of(UK  Pound)13.9  million are  included in
  foreign exchange put options and other in the Company's  condensed  consolidated
  balance sheet, net of related  amortization.  These premiums are being amortized
  over the terms of the related contracts of five years.
  
  
                                         10
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  In order to reduce hedging costs,  the Company has sold(UK  Pound)250.0  million
  notional  amount of foreign  exchange call option  contracts.  These call option
  contracts may only be settled on their  expiration  dates.  Of these call option
  contracts,(UK Pound)200.0 million notional amount settle on November 16, 1996 at
  an exchange rate of $1.70 per(UK Pound)1.00 and (UK Pound)50.0  million notional
  amount  settle  on  November  16,  2000  at an  exchange  rate of  $1.62  per(UK
  Pound)1.00.  Changes in fair value between  measurement  dates relating to these
  call option  contracts  resulted in the recording of exchange  (gains) losses of
  ((UK  Pound)1.6  million)  and(UK   Pound)205,000  in  the  Company's  condensed
  consolidated statement of operations for the six and three months ended June 30,
  1996, respectively.
  
  The credit risks associated with the Company's derivative financial  instruments
  are controlled through the evaluation and monitoring of the  creditworthiness of
  the  counterparties.  Although the Company may be exposed to losses in the event
  of  nonperformance  by the  counterparties,  the  Company  does not expect  such
  losses, if any, to be significant.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is contingent upon the Operating Companies' ability to obtain external financing
  and generate  positive  operating cash flow.  The Company  believes that the net
  proceeds  from the sale of the 2007  Discount  Debentures  will be sufficient to
  fund the Company's  expected  capital  contributions  and advances to Birmingham
  Cable  and Cable  London  and to fund  development  and  construction  costs for
  Cambridge Cable and Teesside through the end of 1997.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic  and financial  partners and cash from the issuance of its  preference
  shares. Birmingham Cable estimates that approximately(UK Pound)34.0 million will
  be required  between July 1, 1996 and December 31, 1996 to continue  development
  and construction of its  cable/telephony  network.  An additional (UK Pound)50.0
  million  to(UK  Pound)70.0  million is expected  to be required to complete  the
  build-out  after 1996. The Company  expects that the majority of such funds will
  be provided by cash from the issuance of its preference  shares.  Any additional
  funding  may come from the  Company or its  strategic  and  financial  partners,
  borrowings under new credit facilities or from other sources, although there can
  be no assurance that any such  financing  will be available on acceptable  terms
  and conditions.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial  partner and  borrowings  under its existing  credit  facility.  Cable
  London  estimates  that  approximately(UK  Pound)32.0  million  will be required
  between  July 1,  1996  and  December  31,  1996  to  continue  development  and
  construction of its cable/telephony network. An additional(UK Pound)90.0 million
  to(UK  Pound)110.0  million is expected to be required to complete the build-out
  after 1996. The Company expects that a portion of such funds will be provided by
  borrowings under Cable London's existing credit facility. Any additional funding
  may come from the Company or its  strategic and  financial  partner,  borrowings
  under new credit  facilities  or from other  sources,  although  there can be no
  assurance  that any such  financing  will be available on  acceptable  terms and
  conditions.
  
  Cambridge Cable.  Historically,  Cambridge Cable's primary source of funding has
  been capital contributions and loans from the Company and Singapore Telecom. The
  Company  estimates  that  approximately(UK  Pound)21.0  million will be required
  between  July 1,  1996  and  December  31,  1996  to  continue  development  and
  construction  of  its  cable/telephony  network.  An  additional(UK  Pound)150.0
  million  to(UK  Pound)180.0  million is expected to be required to complete  the
  build-out  after 1996. The Company  expects that a portion of such funds will be
  provided by the Company,
  
                                         11
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  borrowings under credit facilities, or from other sources, although there can be
  no assurance that any such  financing will be available on acceptable  terms and
  conditions.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates  that  approximately(UK
  Pound)29.0  million will be required  between July 1, 1996 and December 31, 1996
  to continue  development and  construction of its  cable/telephony  network.  An
  additional(UK  Pound)100.0  million to(UK Pound)120.0  million is expected to be
  required to  complete  the  build-out  after 1996.  The Company  expects  that a
  portion of such funds will be provided by the Company,  borrowings  under credit
  facilities,  or from other sources,  although there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Results of Operations
  
  The Company
  
  The  Company  recognized  net losses  of(UK  Pound)23.3  million,(UK  Pound)11.2
  million,(UK  Pound)11.3  million and(UK Pound)7.0  million for the six and three
  months ended June 30, 1996 and 1995, respectively,  representing increases of(UK
  Pound)12.1 million or 108% and(UK Pound)4.3 million or 61% from 1995 as compared
  to the same  periods  in  1996.  The  Company's  losses  are due to the  Company
  recognizing its  proportionate  share of the Equity  Investees' net losses,  the
  effects of the continuing construction of Teesside's cable/telephony network and
  the consolidation of Cambridge Cable's results of operations  beginning on March
  31, 1996.
  
  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,  1996,  as compared to the
  same  periods  in  1995,  are  attributable  to the  effects  of the  continuing
  construction of Teesside's  cable/telephony network and the consolidation of the
  results of operations of Cambridge Cable beginning on March 31, 1996.  Cambridge
  Cable's service income, operating expenses,  selling, general and administrative
  expenses and depreciation and amortization expense were(UK Pound)6.8 million,(UK
  Pound)2.7 million,(UK Pound)3.8 million and(UK Pound)3.1 million,  respectively,
  for the three months ended June 30, 1996.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income is generally  based on a percentage of gross revenues or a
  fixed amount per dwelling unit in the Equity Investees' franchise areas.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
  Consulting"),  an indirect  wholly owned  subsidiary  of Comcast,  on the other,
  whereby Comcast and Comcast Consulting provide consulting services to the Equity
  Investees on behalf of the Company and management services to the Company.  Such
  management  fees  are  based  on  Comcast's  and  Comcast  Consulting's  cost of
  providing such services.
  
  Interest  expense  for the six and three  months  ended  June 30,  1996 and 1995
  was(UK  Pound)11.6  million,(UK   Pound)386,000,(UK   Pound)6.0  million  and(UK
  Pound)198,000,  respectively,  representing  increases of(UK Pound)11.2  million
  and(UK Pound)5.8  million from 1995 as compared to the same periods in 1996. The
  increases are primarily  attributable  to interest  expense on the 2007 Discount
  Debentures incurred during 1996.
  
  Investment  income for the six and three  months  ended  June 30,  1996 and 1995
  was(UK Pound)7.6  million,(UK  Pound)5.2  million,(UK  Pound)2.9  million and(UK
  Pound)2.6 million, respectively,  representing increases of(UK Pound)2.4 million
  or 46% and(UK  Pound)300,000 or 12% from 1995 as compared to the same periods in
  1996.  The increases are primarily  attributable  to the increase in the average
  balance of cash, cash equivalents and short-term investments held by the Company
  during 1996 over the same periods in 1995, primarily as a result of the proceeds
  from the offering of the 2007 Discount Debentures in November 1995.
  
                                         12
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  Equity in net losses of  affiliates  for the six and three months ended June 30,
  1996 and 1995 was(UK  Pound)9.6  million,(UK  Pound)10.7  million,(UK  Pound)3.9
  million and(UK Pound)5.9  million,  respectively,  representing  decreases of(UK
  Pound)1.1  million or 10% and(UK Pound)2.0  million or 34% from 1995 as compared
  to the same periods in 1996. The decreases are attributable to the consolidation
  of the results of  operations  of Cambridge  Cable  beginning on March 31, 1996,
  partially  offset by the effects of  increases  in the net losses of  Birmingham
  Cable and Cable London.
  
  Exchange  (gains)  losses and other for the six and three  months ended June 30,
  1996 and  1995  was  ((UK  Pound)297,000),  (UK  Pound)657,000,  ((UK  Pound)1.8
  million)  and(UK   Pound)589,000,   respectively,   representing  changes  of(UK
  Pound)954,000 and(UK Pound)2.4 million from 1995 as compared to the same periods
  in 1996.  These changes  primarily result from the impact of fluctuations in the
  valuation of the UK Pound on the 2007 Discount Debentures, which are denominated
  in US Dollars,  and on the Company's foreign exchange call option contracts.  In
  addition,  exchange  (gains) losses and other for the six and three months ended
  June 30, 1995  includes a one-time  charge of(UK  Pound)605,000  relating to the
  recoverability of the Company's investment in Cable Programme Partners-1 Limited
  Partnership.
  
  The Operating Companies
  
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating  Companies' results of operations for the six and three
  months  ended June 30,  1996 and 1995 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,  1996.  The  Company  believes  that
  presentation  of  proportionate   combined  financial  data,   although  not  in
  accordance  with  generally  accepted  accounting  principles,  facilitates  the
  understanding  and  assessment  of its operating  performance  since the Company
  accounts for its interests in Birmingham Cable, Cable London and Cambridge Cable
  (through March 31, 1996) under the equity  method.  The results of operations of
  Teesside and Cambridge  Cable  (subsequent  to March 31, 1996) are  consolidated
  with those of the Company.
  
  The  Operating  Companies  account  for costs  and  expenses  applicable  to the
  construction and operation of their cable  telecommunications  systems under the
  provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
  "Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
  the period  while a system is  partially  under  construction  and  partially in
  service (the "Prematurity Period"), costs of telecommunications plant, including
  materials,   direct   labor   and   construction   overhead   are   capitalized.
  Subscriber-related  costs and general and  administrative  costs are expensed as
  incurred.  Costs incurred in anticipation of servicing a fully operating  system
  that  will not vary  regardless  of the  number  of  subscribers  are  partially
  expensed and partially  capitalized  based upon the percentage of average actual
  or  estimated  subscribers,  whichever  is  greater,  to  the  total  number  of
  subscribers  expected at the end of the  Prematurity  Period  (the  "Fraction").
  During the Prematurity Period, depreciation and amortization of system assets is
  determined  by  multiplying  the  depreciation  and  amortization  of the  total
  capitalized  system assets expected at the end of the Prematurity  Period by the
  Fraction. At the end of the Prematurity Period, depreciation and amortization of
  system assets is based on the remaining undepreciated cost at that date.
  
  Proportionate  combined service income was(UK Pound)33.6  million,(UK Pound)21.6
  million,(UK  Pound)17.4  million and(UK Pound)11.1 million for the six and three
  months ended June 30, 1996 and 1995, respectively,  representing increases of(UK
  Pound)12.0  million or 56% and(UK Pound)6.3 million or 57% from 1995 as compared
  to the same periods in 1996.  Substantially all of the revenue growth 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 ended June 30,
  1996 and 1995 is derived from monthly subscription charges relating primarily to
  cable communications services and approximately one-half of their service income
  for these periods is derived  primarily from usage charges relating to telephony
  services.
  
  
                                         13
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were(UK  Pound)34.9  million,(UK  Pound)27.0  million,  (UK Pound)17.8  million,
  and(UK  Pound)14.6  million for the six and three months ended June 30, 1996 and
  1995, respectively, representing increases of(UK Pound)7.9 million or 29% and(UK
  Pound)3.2  million  or 22% from 1995 as  compared  to the same  periods in 1996.
  Substantially   all  of  the  increases  were   attributable  to  the  continued
  development of Teesside's  operations and increased  business activity resulting
  from the growth in the number of  subscribers  and  development of the Operating
  Companies' franchise areas.
  
  Proportionate  combined  depreciation and amortization expense was(UK Pound)13.9
  million,(UK Pound)8.3 million,(UK Pound)7.6 million and(UK Pound)4.4 million for
  the  six  and  three  months  ended  June  30,  1996  and  1995,   respectively,
  representing  increases of(UK Pound)5.6  million or 67% and(UK Pound)3.2 million
  or 73% from 1995 as compared to the same periods in 1996.  These  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)8.6  million,(UK Pound)5.5
  million,(UK  Pound)4.3  million and(UK  Pound)3.2  million for the six and three
  months ended June 30, 1996 and 1995, respectively,  representing increases of(UK
  Pound)3.1  million or 56% and(UK Pound)1.1  million or 34% from 1995 as compared
  to the same  periods in 1996.  The  increases  were  primarily  attributable  to
  additional loans from shareholders and borrowings under credit facilities.
  
  Proportionate  combined investment income was(UK Pound)1.6 million,(UK Pound)1.7
  million,(UK  Pound)756,000 and(UK Pound)1.1 million for the six and three months
  ended  June 30,  1996  and  1995,  respectively,  representing  decreases  of(UK
  Pound)100,000  or 6% and(UK  Pound)344,000  or 31% from 1995 as  compared to the
  same  periods in 1996.  The  decreases  were  attributable  to a decrease 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,  1996 as
  compared to the same periods in 1995.
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   Legal Proceedings
  
  Neither  the  Company  nor the  Operating  Companies  are party to any  material
  litigation.
  
  ITEM 4.   Submission of Matters to a Vote of Security Holders
  
  At the Annual Meeting on June 20, 1996, the shareholders  approved the following
  proposals:
  
       1.  To elect eleven directors to serve for the ensuing year and until their
           respective successors shall have been duly elected and qualified.
  <TABLE>
  <CAPTION>
                Director                Class of Stock                      For                  Withheld
       <S>                             <C>                         <C>                       <C>
           Ralph J. Roberts                 Class A                      31,717,687               108,825
                                            Class B                     128,726,050
  
           Julian A. Brodsky                Class A                      31,718,687               107,825
                                            Class B                     128,726,050
  
           Brian L. Roberts                 Class A                      31,718,687               107,825
                                            Class B                     128,726,050
  
           John R. Alchin                   Class A                      31,718,687               107,825
                                            Class B                     128,726,050
  </TABLE>
  
  
                                         14
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  
  <TABLE>
  <CAPTION>
                Director                Class of Stock                      For                  Withheld
       <S>                             <C>                         <C>                       <C>
           Robert B. Clasen                 Class A                      31,718,687               107,825
                                            Class B                     128,726,050
  
           Lawrence S. Smith                Class A                      31,718,687               107,825
                                            Class B                     128,726,050
  
           Jonathan Perry                   Class A                      31,781,487                45,025
                                            Class B                     128,726,050
  
           Barry D. Romeril                 Class A                      31,781,487                45,025
                                            Class B                     128,726,050
  
           Howard H. Newman                 Class A                      31,784,887                41,625
                                            Class B                     128,726,050
  
           Jeffrey A. Harris                Class A                      31,781,487                45,025
                                            Class B                     128,726,050
  
           H. Brian Thompson                Class A                      31,781,487                45,025
                                            Class B                     128,726,050
  </TABLE>
  
  2.   To appoint Deloitte & Touche LLP as the Company's  independent auditors for
       the 1996 fiscal year.
  
           Class of Stock            For              Against         Abstain
             Class A              31,813,608           1,403          11,501
             Class B             128,726,050
  
  3.   To receive and adopt financial  statements of the Company and the auditors'
       report thereon for the 1995 fiscal year.
  
           Class of Stock            For              Against          Abstain
             Class A              31,810,732           4,079           11,701
             Class B             128,726,050
  
  ITEM 6.   Exhibits and Reports on Form 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 27.1 Financial Data Schedule.
  
                 27.2 Restated Financial Data Schedule.
  
            (b)  Reports on Form 8-K - none.
  
                                         15
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
                                      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/ LAWRENCE S. SMITH
                                              ------------------------------------
                                              Lawrence S. Smith
                                              Senior Vice President
                                              Accounting and Administration
                                              (Chief Accounting Officer)
  
  
  
  
  
  Date:  August 14, 1996
  
                                         16
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 68400}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST UK CABLE PARTNERS LTD", "cik": "0000919957", "assigned-sic": "4841", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-24792", "film-number": "96613185"}, "business-address": {"street1": "2 CHURCH ST WEST", "street2": "CLARENDON HOUSE", "city": "HAMILTON HM 11 BERMU", "state": "D0", "phone": "8092955950"}, "mail-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934
       for the Quarterly Period Ended:
                                    JUNE 30, 1996
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934
       for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
            Bermuda                                       Not Applicable
  
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)
  
              Clarendon House                       Comcast Corporation
            2 Church Street West               1500 Market Street, 35th Floor
           Hamilton, HM 11, Bermuda              Philadelphia, PA 19102-2148
               (809) 295-5950                          (215) 665-1700
  
       (Address, including zip code, and       (Name, address, including zip code,
               telephone number,                      and telephone number, 
             including area code,                      including area code,
  of Registrant's principal executive offices)       of agent for service)
  
                             --------------------------
  
  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, 1996,  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, 1996
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of June 30, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1996 and 1995 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1996 and 1995 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 8
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations..........................................9 - 14
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................14
  
            Item 4.   Submission of Matters to a Vote of 
                      Security Holders...................................14 - 15
  
            Item 6.   Exhibits and Reports on Form 8-K........................15
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  expenditures and future  contributions and advances to the Operating  Companies.
  Such forward-looking information involves important risks and uncertainties that
  could  significantly  affect expected results in the future from those expressed
  in any forward-looking  statements made by, or on behalf of, the Company.  These
  risks and uncertainties  include, but are not limited to, uncertainties relating
  to economic conditions, acquisitions and divestitures, government and regulatory
  policies, the pricing and availability of equipment, materials,  inventories and
  programming,   technological   developments   and  changes  in  the  competitive
  environment in which the Company operates.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  PART I.   FINANCIAL INFORMATION
  ITEM 1.   FINANCIAL STATEMENTS
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  June 30,          December 31,
                                                                          1996                 1995
                                                                     (UK Pound)000         (UK Pound)000
  ASSETS
  
  CURRENT ASSETS
      Cash and cash equivalents .................................   (UK Pound)130,370    (UK Pound)162,231
      Short-term investments, at cost which approximates
        fair value ..............................................              39,023               57,240
      Accounts receivable, less allowance for doubtful
        accounts of (UK Pound)976 and (UK Pound)40 ..............               1,101                   56
      Prepaid charges and other .................................               6,580                4,664
                                                                    -----------------    -----------------
         Total current assets ...................................             177,074              224,191
                                                                    -----------------    -----------------
  
  INVESTMENTS IN AFFILIATES .....................................              73,982              127,858
                                                                    -----------------    -----------------
  
  PROPERTY AND EQUIPMENT ........................................             191,427               47,750
      Accumulated depreciation ..................................              (5,488)              (1,271)
                                                                    -----------------    -----------------
      Property and equipment, net ...............................             185,939               46,479
                                                                    -----------------    -----------------
  
  DEFERRED CHARGES ..............................................              60,574               23,162
      Accumulated amortization ..................................              (5,559)              (3,600)
                                                                    -----------------    -----------------
      Deferred charges, net .....................................              55,015               19,562
                                                                    -----------------    -----------------
  
  FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net ...................              12,398               13,799
                                                                    -----------------    -----------------
                                                                    (UK Pound)504,408    (UK Pound)431,889
                                                                    =================    =================
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses .....................    (UK Pound)22,866     (UK Pound)12,174
      Current portion of long-term debt .........................                 629
      Foreign exchange call options .............................                  40                1,577
      Due to affiliates .........................................                 684                2,224
                                                                    -----------------    -----------------
         Total current liabilities ..............................              24,219               15,975
                                                                    -----------------    -----------------
  
  LONG-TERM DEBT, less current portion ..........................             211,817              195,909
                                                                    -----------------    -----------------
  
  FOREIGN EXCHANGE CALL OPTIONS AND OTHER .......................               2,101                2,184
                                                                    -----------------    -----------------
  
  LONG-TERM DEBT, due to shareholder ............................               9,876                9,453
                                                                    -----------------    -----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
      Class A common shares,(UK Pound).01 par value - authorized,
         50,000,000 shares; issued, 37,231,997 and 28,372,334 ...                 372                  284
      Class B common shares,(UK Pound).01 par value - authorized,
         50,000,000 shares; issued, 12,872,605 ..................                 129                  129
      Additional capital ........................................             358,615              287,397
      Accumulated deficit .......................................            (102,721)             (79,442)
                                                                    -----------------    -----------------
           Total shareholders' equity ...........................             256,395              208,368
                                                                    -----------------    -----------------
                                                                    (UK Pound)504,408    (UK Pound)431,889
                                                                    =================    =================
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  Six Months Ended                        Three Months Ended
                                                           June 30,                                June 30,
                                                   1996               1995                 1996              1995
                                                             (in (UK Pound)000's, except per share data)
  REVENUES
     Service income ......................   (UK Pound)11,176        (UK Pound)17     (UK Pound)9,229        (UK Pound)17
     Consulting fee income ...............                610                 636                 223                 301
                                           ------------------   -----------------  ------------------   -----------------
                                                       11,786                 653               9,452                 318
                                           ------------------   -----------------  ------------------   -----------------
  
  COSTS AND EXPENSES
     Operating ...........................              4,405                   8               3,612                   8
     Selling, general and administrative .              9,605               2,850               6,394               1,866
     Management fees .....................              1,332               1,388                 726                 711
     Depreciation and amortization .......              6,337               1,127               4,848                 620
                                           ------------------   -----------------  ------------------   -----------------
                                                       21,679               5,373              15,580               3,205
                                           ------------------   -----------------  ------------------   -----------------
  
  OPERATING LOSS .........................             (9,893)             (4,720)             (6,128)             (2,887)
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense ....................             11,645                 386               5,952                 198
     Investment income ...................             (7,602)             (5,235)             (2,882)             (2,616)
     Equity in net losses of affiliates ..              9,640              10,675               3,942               5,937
     Exchange (gains) losses and other ...               (297)                657              (1,848)                589
                                           ------------------   -----------------  ------------------   -----------------
                                                       13,386               6,483               5,164               4,108
                                           ------------------   -----------------  ------------------   -----------------
  
  NET LOSS ...............................            (23,279)            (11,203)            (11,292)             (6,995)
  
  ACCUMULATED DEFICIT
      Beginning of period ................            (79,442)            (50,480)            (91,429)            (54,688)
                                           ------------------   -----------------  ------------------   -----------------
  
      End of period ...................... ((UK Pound)102,721)  ((UK Pound)61,683) ((UK Pound)102,721)  ((UK Pound)61,683)
                                           ==================   =================  ==================   =================
  
  NET LOSS PER SHARE .....................     ((UK Pound).50)     ((UK Pound).27)     ((UK Pound).22)     ((UK Pound).17)
                                           ==================   =================  ==================   =================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD             46,308              41,245              50,105              41,245
                                           ==================   =================  ==================   =================
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  Six Months Ended June 30,
                                                                                1996                      1995
                                                                           (UK Pound)000             (UK Pound)000
  OPERATING ACTIVITIES
      Net loss ......................................................   ((UK Pound)23,279)   ((UK Pound)11,203)
      Adjustments to reconcile net loss to net cash
        (used in) provided by operating activities:
         Depreciation and amortization ..............................               6,337                1,127
         Amortization on foreign exchange contracts .................               1,356                 (261)
         Non-cash interest expense ..................................              11,506                  386
         Non-cash investment income .................................              (2,020)              (2,170)
         Exchange gains .............................................              (1,605)
         Equity in net losses of affiliates .........................               9,640               10,675
         Increase in foreign exchange contracts, net ................                  19                 (848)
         Loss on investment in affiliate ............................                                      605
                                                                        -----------------    -----------------
                                                                                    1,954               (1,689)
  
         Increase in accounts receivable and prepaid charges
            and other ...............................................                (392)              (1,265)
         (Decrease) increase in accounts payable and accrued expenses                 (31)               8,107
         Decrease in due to affiliates ..............................              (1,540)              (3,466)
                                                                        -----------------    -----------------
  
                Net cash (used in) provided by operating activities .                  (9)               1,687
                                                                        -----------------    -----------------
  
  FINANCING ACTIVITIES
      Issuance of shares, net .......................................                                      (53)
      Proceeds from borrowings ......................................                 354
      Repayment of debt .............................................                (833)
                                                                        -----------------    -----------------
  
                Net cash used in financing activities ...............                (479)                 (53)
                                                                        -----------------    -----------------
  
  INVESTING ACTIVITIES
      Acquisition, net of cash acquired .............................             (10,306)
      Sales of short-term investments, net ..........................              18,217                1,088
      Capital contributions and advances to affiliates ..............              (7,513)             (16,505)
      Additions to property and equipment ...........................             (31,541)             (18,026)
      Deferred charges and other ....................................                (230)                 (75)
                                                                        -----------------    -----------------
  
                Net cash used in investing activities ...............             (31,373)             (33,518)
                                                                        -----------------    -----------------
  
  DECREASE IN CASH AND CASH EQUIVALENTS .............................             (31,861)             (31,884)
  
  CASH AND CASH EQUIVALENTS, beginning of period ....................             162,231              100,117
                                                                        -----------------    -----------------
  
  CASH AND CASH EQUIVALENTS, end of period ..........................   (UK Pound)130,370     (UK Pound)68,233
                                                                        =================     ================
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated balance sheet as of June 30, 1996, the condensed  consolidated
       statement  of  operations  and  accumulated  deficit  for the six and three
       months  ended  June  30,  1996  and  1995  and the  condensed  consolidated
       statement  of cash  flows for the six months  ended June 30,  1996 and 1995
       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, 1996 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, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1996
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
  3.   SINGTEL TRANSACTION
  
       On March 19, 1996,  the Company  completed  the  acquisition  (the "Singtel
       Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
       Telecom") 50% interest in Cambridge  Holding  Company  Limited  ("Cambridge
       Cable"),  pursuant to the terms of a Share Exchange  Agreement  executed by
       the parties in December  1995.  In exchange  for  Singapore  Telecom's  50%
       interest in Cambridge Cable and certain loans made to Cambridge Cable, with
       accrued interest thereon,  the Company issued  approximately 8.9 million of
       its Class A Common Shares and paid  approximately(UK  Pound)11.8 million to
       Singapore  Telecom.  The Company has accounted for the Singtel  Transaction
       under the  purchase  method.  As a result of the Singtel  Transaction,  the
       Company owns 100% of Cambridge  Cable and has  consolidated  the  financial
       position and results of  operations of Cambridge  Cable  beginning on March
       31, 1996.
  
                                          5
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The following pro forma  information  has been  presented as if the Singtel
       Transaction  had occurred at the  beginning of each period.  This pro forma
       information  is based on  historical  results of  operations  adjusted  for
       acquisition  costs and, in the opinion of  management,  is not  necessarily
       indicative  of what results  would have been had the Company  owned 100% of
       Cambridge Cable since such dates.
  Six Months Ended                Three Months Ended
                                                    June 30,                        June 30,
                                          1996                  1995                  1995
                                           (in (UK Pound)000's, except per share data)
  Revenues .........     (UK Pound)18,009       (UK Pound)9,923       (UK Pound)5,086
  
          Net loss .........              (25,004)              (15,069)               (9,138)
  
          Net loss per share                 (.50)                 (.30)                 (.18)
  4.   INVESTMENTS IN AFFILIATES
  
       The Company has  historically  invested in three  affiliates  (the  "Equity
       Investees," which term excludes  Cambridge Cable as of March 31, 1996 - see
       Note 3): Birmingham Cable Corporation Limited ("Birmingham  Cable"),  Cable
       London PLC ("Cable  London")  and  Cambridge  Cable.  The Equity  Investees
       operate integrated cable communications, residential telephony and business
       telecommunications  systems in their  respective major  metropolitan  areas
       under   exclusive    cable    television    licenses   and    non-exclusive
       telecommunications  licenses.  As of June 30, 1996, the Company's ownership
       interest in these affiliates is as follows:
  
             Birmingham Cable................................27.5%
             Cable London....................................49.0%
             Cambridge Cable (1)............................100.0%
        ---------------
       (1) Increased in March 1996 from 50.0% due to the  acquisition of Singapore
       Telecom's interest (see Note 3).
  
       The Company also has a 16.7% interest in Cable Programme Partners-1 Limited
       Partnership  ("CPP-1") which  previously  developed and  distributed  cable
       programming in the United Kingdom. During 1995, CPP-1 sold its only channel
       and is in the  process of winding  down its  operations.  As a result,  the
       Company  has  recorded  a one-time  charge  of(UK  Pound)605,000,  which is
       included in exchange  (gains)  losses and other in the Company's  condensed
       consolidated  statement  of  operations  for the six and three months ended
       June 30, 1995,  relating to the recoverability of the Company's  investment
       in CPP-1. This one-time charge included a(UK Pound)560,000  reserve for the
       Company's  proportionate  share of CPP-1's future funding  commitments.  To
       date,(UK  Pound)342,000  of  these  commitments  have  been  funded  by the
       Company.
  
       Included in  investments in affiliates as of June 30, 1996 and December 31,
       1995 are  loans to Cable  London  of (UK  Pound)21.0  million  and  accrued
       interest of(UK Pound)2.8  million and(UK Pound)1.9  million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays  Bank plc (7.75%  effective  rate as of June 30, 1996) and
       are  subordinate to Cable London's  revolving bank credit  facility.  These
       loans 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  December  31,  1995 are loans to  Cambridge  Cable of(UK
       Pound)47.4  million and  accrued  interest  of(UK  Pound)5.1  million.  The
       Cambridge Cable loans and related accrued  interest have been eliminated in
       consolidation subsequent to the Singtel Transaction (see Note 3).
  
                                          6
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  Birmingham            Cable            Cambridge
                                              Cable               London            Cable (1)           CPP-1             Combined
                                         (UK Pound)000        (UK Pound)000       (UK Pound)000     (UK Pound)000      (UK Pound)000
  SIX MONTHS ENDED JUNE 30, 1996
  Results of operations
      Service income ..............            25,230             18,644              6,401                              50,275
      Depreciation and amortization            (9,334)            (6,893)            (2,168)                            (18,395)
      Operating loss ..............            (5,545)            (6,897)            (2,133)                            (14,575)
      Net loss ....................            (9,161)           (10,029)            (4,419)                            (23,609)
      Company's equity in net loss             (2,516)            (4,914)            (2,210)                             (9,640)
  
  THREE MONTHS ENDED JUNE 30, 1996
  Results of operations
      Service income ..............            12,918              9,523                                                 22,441
      Depreciation and amortization            (4,780)            (3,564)                                                (8,344)
      Operating loss ..............            (2,751)            (3,748)                                                (6,499)
      Net loss ....................            (4,727)            (5,396)                                               (10,123)
      Company's equity in net loss             (1,298)            (2,644)                                                (3,942)
  
  AS OF JUNE 30, 1996
  Financial position
      Current assets ..............            82,058              7,495                                                 89,553
      Noncurrent assets ...........           250,695            141,032                                                391,727
      Current liabilities .........            29,273             58,156                                                 87,429
      Noncurrent liabilities ......           189,108             55,050                                                244,158
  
  SIX MONTHS ENDED JUNE 30, 1995
  Results of operations
      Service income ..............            18,315             14,195              9,546             1,088            43,144
      Depreciation and amortization            (6,731)            (4,740)            (3,289)              (34)          (14,794)
      Operating loss ..............            (5,955)            (5,863)            (5,822)           (4,619)          (22,259)
      Net loss ....................            (6,825)            (7,195)            (8,758)           (5,388)          (28,166)
      Company's equity in net loss             (1,875)            (3,523)            (4,379)             (898)          (10,675)
  
  THREE MONTHS ENDED JUNE 30, 1995
  Results of operations
      Service income ..............             9,316              7,278              4,929               487            22,010
      Depreciation and amortization            (3,604)            (2,507)            (1,737)              (21)           (7,869)
      Operating loss ..............            (3,249)            (3,170)            (3,287)           (2,279)          (11,985)
      Net loss ....................            (3,744)            (3,974)            (4,888)           (3,098)          (15,704)
      Company's equity in net loss             (1,029)            (1,948)            (2,444)             (516)           (5,937)
  - -------
  (1)  As a result of the Singtel Transaction,  the Company owns 100% of Cambridge
       Cable and has consolidated the financial position and results of operations
       of Cambridge Cable beginning on March 31, 1996 (see Note 3).
  5.   LONG-TERM DEBT
  
       In November 1995, the Company received net proceeds of approximately $291.1
       million ((UK  Pound)186.9  million) from the sale of  approximately  $517.3
       million  principal  amount  at  maturity  of  its  11.20%  Senior  Discount
       Debentures due 2007 (the "2007 Discount  Debentures") in a public offering.
       Interest accretes on the 2007 Discount
  
                                          7
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       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.
  
       As of June 30,  1996,  long-term  debt  includes(UK  Pound)4.9  million  of
       Cambridge Cable's capitalized lease obligations,  of which(UK Pound)610,000
       is classified as current.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earns  consulting fee income under  consulting  agreements  with the Equity
       Investees.  The consulting fee income is generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas.
  
       The  Company's  right to  receive  certain  consulting  fee  payments  from
       Birmingham Cable and Cable London has been  subordinated to the banks under
       their  credit  facilities.  Accordingly,  a portion of these fees have been
       classified  as long-term  receivables  and are included in  investments  in
       affiliates  in the  Company's  condensed  consolidated  balance  sheet.  In
       addition,  the Company's shares in Cable London have been pledged to secure
       amounts outstanding under the Cable London credit facility.
  
       Management fee expense is incurred under agreements  between the Company on
       the  one  hand,  and  Comcast   Corporation   ("Comcast"),   the  Company's
       controlling  shareholder,  and Comcast UK Cable Partners  Consulting,  Inc.
       ("Comcast Consulting"),  an indirect wholly owned subsidiary of Comcast, on
       the other,  whereby  Comcast  and  Comcast  Consulting  provide  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management  fees are based on Comcast's and
       Comcast  Consulting's cost of providing such services.  As of June 30, 1996
       and  December  31,  1995,  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,  1996 and  1995,  investment
       income  includes  interest  income of(UK  Pound)2.0  million,(UK  Pound)2.2
       million,(UK Pound)415,000 and(UK Pound)1.2 million, respectively,  relating
       to the loans to affiliates described in Note 4.
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast UK Holdings,  Inc.  which are due in 1999. For the six and three
       months   ended  June  30,  1996  and  1995,   the  Company   recorded   (UK
       Pound)423,000,(UK  Pound)386,000,(UK  Pound)216,000  and(UK  Pound)198,000,
       respectively, of interest expense relating to such notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more favorable than those with nonaffiliated parties.
  
                                          8
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   was
  incorporated in 1992 to develop,  construct, manage and operate the interests of
  Comcast in the United Kingdom ("UK") cable and  telecommunications  industry. As
  of June 30, 1996, 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 49.0% interest, Cambridge Holding Company Limited ("Cambridge
  Cable"),  in which the  Company  owns a 100.0%  interest  (see  below),  and the
  franchises  for  Darlington  and Teesside,  England  ("Teesside"),  in which the
  Company owns a 100.0%  interest.  The Operating  Companies hold exclusive  cable
  television  licenses  and  non-exclusive   telecommunications  licenses  in  ten
  franchise areas. Teesside commenced  construction of a cable  telecommunications
  network  to serve  its  franchises  in the third  quarter  of 1994 and added its
  initial cable and telephony subscribers in June 1995.
  
  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, 1996,  the Operating
  Companies'  systems passed more than 837,000 homes or  approximately  52% of the
  homes in their franchise  areas and served more than 215,000 cable  subscribers,
  221,000   residential   telephony   subscribers  and  6,800  business  telephony
  subscribers.
  
  The Company  accounts  for its  interests in  Birmingham  Cable and Cable London
  under the equity method.  Through March 31, 1996, the Company also accounted for
  its  interest  in  Cambridge   Cable  under  the  equity   method  (see  below).
  Collectively, Birmingham Cable, Cable London and Cambridge Cable are referred to
  herein as the "Equity  Investees"  (which term  excludes  Cambridge  Cable as of
  March 31, 1996).
  
  General Developments of Business
  
  Singtel Transaction
  
  On  March  19,  1996,  the  Company  completed  the  acquisition  (the  "Singtel
  Transaction") of Singapore  Telecom  International  Pte.  Limited's  ("Singapore
  Telecom")  50%  interest in  Cambridge  Cable,  pursuant to the terms of a Share
  Exchange  Agreement  executed by the parties in December  1995.  In exchange for
  Singapore  Telecom's  50% interest in Cambridge  Cable and certain loans made to
  Cambridge Cable, with accrued interest thereon, the Company issued approximately
  8.9 million of its Class A Common  Shares and paid  approximately(UK  Pound)11.8
  million  to  Singapore  Telecom.  The  Company  has  accounted  for the  Singtel
  Transaction under the purchase method.  As a result of the Singtel  Transaction,
  the Company now owns 100% of Cambridge Cable and has  consolidated the financial
  position and results of  operations  of Cambridge  Cable  beginning on March 31,
  1996.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  shareholders  as well as proceeds from the Company's  initial public offering of
  15.0 million of its Class A Common Shares (net proceeds of $209.4  million or(UK
  Pound)132.6  million) in September  1994 and from the Company's  offering of its
  $517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
  due 2007 (the "2007 Discount  Debentures") (net proceeds of $291.1 million or(UK
  Pound)186.9 million) in
  
                                          9
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  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  Equity
  Investees have not paid any dividends to the Company and are not expected to pay
  any dividends in the foreseeable future.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies will be able to generate positive  operating cash flow,
  (iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
  whether  there may be future  acquisitions  and trades funded in cash or Company
  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 advances to the Operating
  Companies in the aggregate of(UK Pound)45.8  million,(UK  Pound)33.9 million,(UK
  Pound)23.7  million  and(UK  Pound)23.0  million during the six and three months
  ended  June  30,  1996 and  1995,  respectively.  Although  the  Company  is not
  contractually committed to make any additional capital contributions or advances
  to any of the Equity  Investees,  it currently  intends to fund its share of the
  amounts necessary for capital  expenditures and to finance  operating  deficits.
  Failure to do so could  dilute the  Company's  ownership  interest in the Equity
  Investees.
  
  The Company estimates that the Operating  Companies will require an aggregate of
  approximately(UK  Pound)500 million to (UK Pound)600 million after June 30, 1996
  to complete the build-out of their  systems.  Although the Company  expects that
  its strategic and financial  partners in the Equity Investees will provide their
  share of such funds, they are not contractually  obligated to do so, and thus no
  assurance of such funding can be given. If the Company's strategic and financial
  partners fail to provide such financing,  the Equity  Investees will be required
  to seek additional  funds  elsewhere.  Such  additional  funds may come from the
  Company,  from new strategic  and  financial  partners,  from  borrowings  under
  existing or new credit  facilities or from other sources,  although there can be
  no assurance that any such financing would be available on acceptable  terms and
  conditions.  The Company and its strategic and financial partners generally have
  veto rights over the Equity Investees' debt financing decisions.  Failure of any
  Operating Company to obtain financing necessary to complete the build-out of its
  system could result in loss of its cable franchises and licenses.
  
  The Company has entered  into foreign  exchange  forward  contracts  and foreign
  exchange option contracts as a normal part of its risk management efforts.
  
  During 1995,  the Company  entered into  foreign  exchange put option  contracts
  which may be settled only on November 16, 2000.  These put option  contracts are
  used to limit the Company's exposure to the risk that the eventual cash outflows
  related to net monetary  liabilities  denominated  in currencies  other than its
  functional currency (the UK Pound Sterling or "UK Pound")  (principally the 2007
  Discount  Debentures) are adversely affected by changes in exchange rates. As of
  June 30, 1996, the Company has(UK Pound)250.0 million notional amount of foreign
  exchange put option  contracts to purchase  United States  ("US")  dollars at an
  exchange rate of $1.35 per(UK  Pound)1.00  (the "Ratio").  Foreign  exchange put
  option  contracts  provide a hedge,  to the extent the exchange rate falls below
  the Ratio,  against the Company's  net monetary  liabilities  denominated  in US
  dollars since gains and losses  realized on the put option  contracts are offset
  against gains or losses  realized on the  underlying net  liabilities.  Premiums
  paid for such put option  contracts  of(UK  Pound)13.9  million are  included in
  foreign exchange put options and other in the Company's  condensed  consolidated
  balance sheet, net of related  amortization.  These premiums are being amortized
  over the terms of the related contracts of five years.
  
                                         10
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  In order to reduce hedging costs,  the Company has sold(UK  Pound)250.0  million
  notional  amount of foreign  exchange call option  contracts.  These call option
  contracts may only be settled on their  expiration  dates.  Of these call option
  contracts,(UK Pound)200.0 million notional amount settle on November 16, 1996 at
  an exchange rate of $1.70 per(UK Pound)1.00 and (UK Pound)50.0  million notional
  amount  settle  on  November  16,  2000  at an  exchange  rate of  $1.62  per(UK
  Pound)1.00.  Changes in fair value between  measurement  dates relating to these
  call option  contracts  resulted in the recording of exchange  (gains) losses of
  ((UK  Pound)1.6  million)  and(UK   Pound)205,000  in  the  Company's  condensed
  consolidated statement of operations for the six and three months ended June 30,
  1996, respectively.
  
  The credit risks associated with the Company's derivative financial  instruments
  are controlled through the evaluation and monitoring of the  creditworthiness of
  the  counterparties.  Although the Company may be exposed to losses in the event
  of  nonperformance  by the  counterparties,  the  Company  does not expect  such
  losses, if any, to be significant.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is contingent upon the Operating Companies' ability to obtain external financing
  and generate  positive  operating cash flow.  The Company  believes that the net
  proceeds  from the sale of the 2007  Discount  Debentures  will be sufficient to
  fund the Company's  expected  capital  contributions  and advances to Birmingham
  Cable  and Cable  London  and to fund  development  and  construction  costs for
  Cambridge Cable and Teesside through the end of 1997.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic  and financial  partners and cash from the issuance of its  preference
  shares. Birmingham Cable estimates that approximately(UK Pound)34.0 million will
  be required  between July 1, 1996 and December 31, 1996 to continue  development
  and construction of its  cable/telephony  network.  An additional (UK Pound)50.0
  million  to(UK  Pound)70.0  million is expected  to be required to complete  the
  build-out  after 1996. The Company  expects that the majority of such funds will
  be provided by cash from the issuance of its preference  shares.  Any additional
  funding  may come from the  Company or its  strategic  and  financial  partners,
  borrowings under new credit facilities or from other sources, although there can
  be no assurance that any such  financing  will be available on acceptable  terms
  and conditions.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial  partner and  borrowings  under its existing  credit  facility.  Cable
  London  estimates  that  approximately(UK  Pound)32.0  million  will be required
  between  July 1,  1996  and  December  31,  1996  to  continue  development  and
  construction of its cable/telephony network. An additional(UK Pound)90.0 million
  to(UK  Pound)110.0  million is expected to be required to complete the build-out
  after 1996. The Company expects that a portion of such funds will be provided by
  borrowings under Cable London's existing credit facility. Any additional funding
  may come from the Company or its  strategic and  financial  partner,  borrowings
  under new credit  facilities  or from other  sources,  although  there can be no
  assurance  that any such  financing  will be available on  acceptable  terms and
  conditions.
  
  Cambridge Cable.  Historically,  Cambridge Cable's primary source of funding has
  been capital contributions and loans from the Company and Singapore Telecom. The
  Company  estimates  that  approximately(UK  Pound)21.0  million will be required
  between  July 1,  1996  and  December  31,  1996  to  continue  development  and
  construction  of  its  cable/telephony  network.  An  additional(UK  Pound)150.0
  million  to(UK  Pound)180.0  million is expected to be required to complete  the
  build-out  after 1996. The Company  expects that a portion of such funds will be
  provided by the Company,
  
                                         11
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  borrowings under credit facilities, or from other sources, although there can be
  no assurance that any such  financing will be available on acceptable  terms and
  conditions.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates  that  approximately(UK
  Pound)29.0  million will be required  between July 1, 1996 and December 31, 1996
  to continue  development and  construction of its  cable/telephony  network.  An
  additional(UK  Pound)100.0  million to(UK Pound)120.0  million is expected to be
  required to  complete  the  build-out  after 1996.  The Company  expects  that a
  portion of such funds will be provided by the Company,  borrowings  under credit
  facilities,  or from other sources,  although there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Results of Operations
  
  The Company
  
  The  Company  recognized  net losses  of(UK  Pound)23.3  million,(UK  Pound)11.2
  million,(UK  Pound)11.3  million and(UK Pound)7.0  million for the six and three
  months ended June 30, 1996 and 1995, respectively,  representing increases of(UK
  Pound)12.1 million or 108% and(UK Pound)4.3 million or 61% from 1995 as compared
  to the same  periods  in  1996.  The  Company's  losses  are due to the  Company
  recognizing its  proportionate  share of the Equity  Investees' net losses,  the
  effects of the continuing construction of Teesside's cable/telephony network and
  the consolidation of Cambridge Cable's results of operations  beginning on March
  31, 1996.
  
  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,  1996,  as compared to the
  same  periods  in  1995,  are  attributable  to the  effects  of the  continuing
  construction of Teesside's  cable/telephony network and the consolidation of the
  results of operations of Cambridge Cable beginning on March 31, 1996.  Cambridge
  Cable's service income, operating expenses,  selling, general and administrative
  expenses and depreciation and amortization expense were(UK Pound)6.8 million,(UK
  Pound)2.7 million,(UK Pound)3.8 million and(UK Pound)3.1 million,  respectively,
  for the three months ended June 30, 1996.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income is generally  based on a percentage of gross revenues or a
  fixed amount per dwelling unit in the Equity Investees' franchise areas.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
  Consulting"),  an indirect  wholly owned  subsidiary  of Comcast,  on the other,
  whereby Comcast and Comcast Consulting provide consulting services to the Equity
  Investees on behalf of the Company and management services to the Company.  Such
  management  fees  are  based  on  Comcast's  and  Comcast  Consulting's  cost of
  providing such services.
  
  Interest  expense  for the six and three  months  ended  June 30,  1996 and 1995
  was(UK  Pound)11.6  million,(UK   Pound)386,000,(UK   Pound)6.0  million  and(UK
  Pound)198,000,  respectively,  representing  increases of(UK Pound)11.2  million
  and(UK Pound)5.8  million from 1995 as compared to the same periods in 1996. The
  increases are primarily  attributable  to interest  expense on the 2007 Discount
  Debentures incurred during 1996.
  
  Investment  income for the six and three  months  ended  June 30,  1996 and 1995
  was(UK Pound)7.6  million,(UK  Pound)5.2  million,(UK  Pound)2.9  million and(UK
  Pound)2.6 million, respectively,  representing increases of(UK Pound)2.4 million
  or 46% and(UK  Pound)300,000 or 12% from 1995 as compared to the same periods in
  1996.  The increases are primarily  attributable  to the increase in the average
  balance of cash, cash equivalents and short-term investments held by the Company
  during 1996 over the same periods in 1995, primarily as a result of the proceeds
  from the offering of the 2007 Discount Debentures in November 1995.
  
                                         12
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Equity in net losses of  affiliates  for the six and three months ended June 30,
  1996 and 1995 was(UK  Pound)9.6  million,(UK  Pound)10.7  million,(UK  Pound)3.9
  million and(UK Pound)5.9  million,  respectively,  representing  decreases of(UK
  Pound)1.1  million or 10% and(UK Pound)2.0  million or 34% from 1995 as compared
  to the same periods in 1996. The decreases are attributable to the consolidation
  of the results of  operations  of Cambridge  Cable  beginning on March 31, 1996,
  partially  offset by the effects of  increases  in the net losses of  Birmingham
  Cable and Cable London.
  
  Exchange  (gains)  losses and other for the six and three  months ended June 30,
  1996 and  1995  was  ((UK  Pound)297,000),  (UK  Pound)657,000,  ((UK  Pound)1.8
  million)  and(UK   Pound)589,000,   respectively,   representing  changes  of(UK
  Pound)954,000 and(UK Pound)2.4 million from 1995 as compared to the same periods
  in 1996.  These changes  primarily result from the impact of fluctuations in the
  valuation of the UK Pound on the 2007 Discount Debentures, which are denominated
  in US Dollars,  and on the Company's foreign exchange call option contracts.  In
  addition,  exchange  (gains) losses and other for the six and three months ended
  June 30, 1995  includes a one-time  charge of(UK  Pound)605,000  relating to the
  recoverability of the Company's investment in Cable Programme Partners-1 Limited
  Partnership.
  
  The Operating Companies
  
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating  Companies' results of operations for the six and three
  months  ended June 30,  1996 and 1995 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,  1996.  The  Company  believes  that
  presentation  of  proportionate   combined  financial  data,   although  not  in
  accordance  with  generally  accepted  accounting  principles,  facilitates  the
  understanding  and  assessment  of its operating  performance  since the Company
  accounts for its interests in Birmingham Cable, Cable London and Cambridge Cable
  (through March 31, 1996) under the equity  method.  The results of operations of
  Teesside and Cambridge  Cable  (subsequent  to March 31, 1996) are  consolidated
  with those of the Company.
  
  The  Operating  Companies  account  for costs  and  expenses  applicable  to the
  construction and operation of their cable  telecommunications  systems under the
  provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
  "Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
  the period  while a system is  partially  under  construction  and  partially in
  service (the "Prematurity Period"), costs of telecommunications plant, including
  materials,   direct   labor   and   construction   overhead   are   capitalized.
  Subscriber-related  costs and general and  administrative  costs are expensed as
  incurred.  Costs incurred in anticipation of servicing a fully operating  system
  that  will not vary  regardless  of the  number  of  subscribers  are  partially
  expensed and partially  capitalized  based upon the percentage of average actual
  or  estimated  subscribers,  whichever  is  greater,  to  the  total  number  of
  subscribers  expected at the end of the  Prematurity  Period  (the  "Fraction").
  During the Prematurity Period, depreciation and amortization of system assets is
  determined  by  multiplying  the  depreciation  and  amortization  of the  total
  capitalized  system assets expected at the end of the Prematurity  Period by the
  Fraction. At the end of the Prematurity Period, depreciation and amortization of
  system assets is based on the remaining undepreciated cost at that date.
  
  Proportionate  combined service income was(UK Pound)33.6  million,(UK Pound)21.6
  million,(UK  Pound)17.4  million and(UK Pound)11.1 million for the six and three
  months ended June 30, 1996 and 1995, respectively,  representing increases of(UK
  Pound)12.0  million or 56% and(UK Pound)6.3 million or 57% from 1995 as compared
  to the same periods in 1996.  Substantially all of the revenue growth 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 ended June 30,
  1996 and 1995 is derived from monthly subscription charges relating primarily to
  cable communications services and approximately one-half of their service income
  for these periods is derived  primarily from usage charges relating to telephony
  services.
  
                                         13
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were(UK  Pound)34.9  million,(UK  Pound)27.0  million,  (UK Pound)17.8  million,
  and(UK  Pound)14.6  million for the six and three months ended June 30, 1996 and
  1995, respectively, representing increases of(UK Pound)7.9 million or 29% and(UK
  Pound)3.2  million  or 22% from 1995 as  compared  to the same  periods in 1996.
  Substantially   all  of  the  increases  were   attributable  to  the  continued
  development of Teesside's  operations and increased  business activity resulting
  from the growth in the number of  subscribers  and  development of the Operating
  Companies' franchise areas.
  
  Proportionate  combined  depreciation and amortization expense was(UK Pound)13.9
  million,(UK Pound)8.3 million,(UK Pound)7.6 million and(UK Pound)4.4 million for
  the  six  and  three  months  ended  June  30,  1996  and  1995,   respectively,
  representing  increases of(UK Pound)5.6  million or 67% and(UK Pound)3.2 million
  or 73% from 1995 as compared to the same periods in 1996.  These  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)8.6  million,(UK Pound)5.5
  million,(UK  Pound)4.3  million and(UK  Pound)3.2  million for the six and three
  months ended June 30, 1996 and 1995, respectively,  representing increases of(UK
  Pound)3.1  million or 56% and(UK Pound)1.1  million or 34% from 1995 as compared
  to the same  periods in 1996.  The  increases  were  primarily  attributable  to
  additional loans from shareholders and borrowings under credit facilities.
  
  Proportionate  combined investment income was(UK Pound)1.6 million,(UK Pound)1.7
  million,(UK  Pound)756,000 and(UK Pound)1.1 million for the six and three months
  ended  June 30,  1996  and  1995,  respectively,  representing  decreases  of(UK
  Pound)100,000  or 6% and(UK  Pound)344,000  or 31% from 1995 as  compared to the
  same  periods in 1996.  The  decreases  were  attributable  to a decrease 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,  1996 as
  compared to the same periods in 1995.
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   Legal Proceedings
  
  Neither  the  Company  nor the  Operating  Companies  are party to any  material
  litigation.
  
  ITEM 4.   Submission of Matters to a Vote of Security Holders
  
  At the Annual Meeting on June 20, 1996, the shareholders  approved the following
  proposals:
  
       1.  To elect eleven directors to serve for the ensuing year and until their
           respective successors shall have been duly elected and qualified.
  Director                Class of Stock                      For                  Withheld
  Ralph J. Roberts                 Class A                      31,717,687               108,825
                                            Class B                     128,726,050
  
           Julian A. Brodsky                Class A                      31,718,687               107,825
                                            Class B                     128,726,050
  
           Brian L. Roberts                 Class A                      31,718,687               107,825
                                            Class B                     128,726,050
  
           John R. Alchin                   Class A                      31,718,687               107,825
                                            Class B                     128,726,050
  14
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  Director                Class of Stock                      For                  Withheld
  Robert B. Clasen                 Class A                      31,718,687               107,825
                                            Class B                     128,726,050
  
           Lawrence S. Smith                Class A                      31,718,687               107,825
                                            Class B                     128,726,050
  
           Jonathan Perry                   Class A                      31,781,487                45,025
                                            Class B                     128,726,050
  
           Barry D. Romeril                 Class A                      31,781,487                45,025
                                            Class B                     128,726,050
  
           Howard H. Newman                 Class A                      31,784,887                41,625
                                            Class B                     128,726,050
  
           Jeffrey A. Harris                Class A                      31,781,487                45,025
                                            Class B                     128,726,050
  
           H. Brian Thompson                Class A                      31,781,487                45,025
                                            Class B                     128,726,050
  2.   To appoint Deloitte & Touche LLP as the Company's  independent auditors for
       the 1996 fiscal year.
  
           Class of Stock            For              Against         Abstain
             Class A              31,813,608           1,403          11,501
             Class B             128,726,050
  
  3.   To receive and adopt financial  statements of the Company and the auditors'
       report thereon for the 1995 fiscal year.
  
           Class of Stock            For              Against          Abstain
             Class A              31,810,732           4,079           11,701
             Class B             128,726,050
  
  ITEM 6.   Exhibits and Reports on Form 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 27.1 Financial Data Schedule.
  
                 27.2 Restated Financial Data Schedule.
  
            (b)  Reports on Form 8-K - none.
  
                                         15
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
                                      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/ LAWRENCE S. SMITH
                                              ------------------------------------
                                              Lawrence S. Smith
                                              Senior Vice President
                                              Accounting and Administration
                                              (Chief Accounting Officer)
  
  Date:  August 14, 1996
  
                                         16