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:
                                 SEPTEMBER 30, 1999
                                         OR
  
  (X)  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 33-83740
  
                          DIAMOND CABLE COMMUNICATIONS PLC
               (Exact name of registrant as specified in its charter)
  
  
       England and Wales                                               N/A
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
       Diamond Plaza, Daleside Road
        Nottingham NG2 3GG, England                                     N/A
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                         (Zip code)
  
                                  44-115-952-2222
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the  preceding 12 months (or for such  shorter  period that the  registrant  was
  required  to file  such  reports),  and  (2) has  been  subject  to such  filing
  requirements for the past 90 days.
  
            Yes _X_                                            No ___
                             --------------------------
  
  The  number of  shares of the  Registrant's  Ordinary  Shares of 2.5 pence  each
  outstanding  as of  September  30, 1999 was  59,138,791.  The  Registrant  is an
  indirect, wholly owned subsidiary of NTL Incorporated and there is no market for
  the Registrant's shares.
  
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                                  TABLE OF CONTENTS
  
  <TABLE>
  <CAPTION>
                                                                                                 Page
                                                                                                Number
  
  <S>                                                                                       <C>
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Statements of
                      Operations for the Nine and Three months ended
                      September 30, 1999 and 1998 (Unaudited).......................................2
  
                      Condensed Consolidated Balance Sheets as of
                      September 30, 1999 (Unaudited) and December 31, 1998..........................3
  
                      Condensed Consolidated Statement of
                      Shareholder's Deficiency for the Nine months
                      ended September 30, 1999 (Unaudited)..........................................4
  
                      Condensed Consolidated Statements of Cash Flows for the
                      Nine months ended September 30, 1999 and 1998 (Unaudited).....................5
  
                      Notes to the Condensed Consolidated
                      Financial Statements (Unaudited)..........................................6 - 8
  
            Item 2.   Management's Discussion and Analysis of
                      Results of Operations and Financial Condition............................9 - 12
  
            Item 3.   Quantitative and Qualitative Disclosures About Market Risk...................13
  
  Part II.  OTHER INFORMATION
  
            Item 6.   Exhibits and Reports on Form 8-K.............................................13
  
            SIGNATURES.............................................................................14
  </TABLE>
  
  <PAGE>
  PART I    FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                Nine Months Ended                      Three Months Ended
                                                                   September 30,                         September 30,
                                                              1999             1998                  1999             1998
                                                      -----------------  -----------------      -------------  -----------------
                                                                                    (in (UK Pound)000's)
  <S>                                                 <C>                 <C>                <C>                <C>
  
  Revenue                                              (UK Pound)85,984   (UK Pound)63,922   (UK Pound)30,115   (UK Pound)22,736
                                                      -----------------  -----------------      -------------  -----------------
  
  Costs and expenses
       Operating ....................................           (30,219)           (21,840)           (10,713)            (7,728)
       Selling, general and  administrative .........           (31,399)           (27,430)           (10,061)            (9,506)
       Depreciation and amortization ................           (43,815)           (30,501)           (16,047)           (10,851)
       Other expenses (Note 3) ......................            (8,893)                --                 --                 --
                                                      -----------------  -----------------      -------------  -----------------
                                                               (114,326)           (79,771)           (36,821)           (28,085)
                                                      -----------------  -----------------      -------------  -----------------
  
  Operating (loss) ..................................           (28,342)           (15,849)            (6,706)            (5,349)
  
  Interest income ...................................             8,608             10,264              3,220              3,383
  Interest expense and amortization of debt
       discount and expenses ........................           (73,036)           (61,984)           (25,082)           (21,569)
  Foreign exchange gain (loss), net .................            (6,158)            21,071             28,706             10,906
  Realized gain on derivative financial instruments .                --                412                 --                 --
                                                      -----------------  -----------------      -------------  -----------------
  
  Net income (loss) ................................. ((UK Pound)98,928) ((UK Pound)46,086)     (UK Pound)138  ((UK Pound)12,629)
                                                      =================  =================      =============  =================
  </TABLE>
  
  See accompanying notes.
  
                                          2
  
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                        CONDENSED CONSOLIDATED BALANCE SHEETS
  
  <TABLE>
  <CAPTION>
                                                                       September 30,       December 31,
                                                                            1999              1998
                                                                     -----------------  -----------------
                                                                        (Unaudited)         (See Note)
                                                                   (in (UK Pound)000's, except share data)
  <S>                                                               <C>                <C>
  Assets
  Current assets
       Cash and cash equivalents ................................... (UK Pound)180,326  (UK Pound)164,738
       Trade receivables - less allowance for doubtful accounts of
              (UK Pound)4,141 (1999) and (UK Pound)4,775 (1998) ....            12,250              9,873
       Other assets ................................................             3,061              2,229
                                                                     -----------------  -----------------
  
  Total current assets .............................................           195,637            176,840
  
  Deferred financing costs - less accumulated amortization of
       (UK Pound)6,651(1999) and (UK Pound)4,830 (1998) ............            18,501             20,322
  Property and equipment, net ......................................           501,887            465,866
  Goodwill - less accumulated amortization of (UK Pound)19,401
       (1999) and (UK Pound)15,764 (1998) ..........................            77,559             81,196
  Franchise costs - less accumulated amortization of
       (UK Pound)241 (1999) and (UK Pound)219 (1998) ...............               375                397
                                                                     -----------------  -----------------
  Total assets ..................................................... (UK Pound)793,959  (UK Pound)744,621
                                                                     =================  =================
  
  Liabilities and shareholders' (deficiency)
  Current liabilities
         Accounts payable ..........................................  (UK Pound)25,110   (UK Pound)28,514
         Accounts payable deposit ..................................            92,321                 --
         Current portion of long-term debt .........................             2,480              2,135
         Other liabilities .........................................            18,523             20,411
                                                                     -----------------  -----------------
  Total current liabilities ........................................           138,434             51,060
  Senior discount notes ............................................           653,725            592,763
  Senior notes .....................................................           201,780            201,154
  Capital lease obligations ........................................             3,052              5,002
  Mortgage loan ....................................................             2,225              2,338
  
  Shareholders' (deficiency):
         Ordinary shares (70,000,000 authorized; 59,138,791 issued)              1,478              1,478
         Non-voting deferred shares (6 shares authorized and issued)                --                 --
         Additional paid-in capital ................................           134,466            134,466
         Accumulated other comprehensive (loss) ....................                --             (1,367)
         Accumulated deficit .......................................          (341,201)          (242,273)
                                                                     -----------------  -----------------
                                                                              (205,257)          (107,696)
                                                                     -----------------  -----------------
  Total liabilities and shareholders' (deficiency) ................. (UK Pound)793,959  (UK Pound)744,621
                                                                     =================  =================
  <FN>
  Note:  The balance  sheet at December 31, 1998 has been derived from the audited
         financial statements at that date.
  </FN>
  </TABLE>
  
  See accompanying notes.
  
                                          3
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
           CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S (DEFICIENCY)
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
  
                                                                                      Non-voting          Additional Paid-
                                               Ordinary Shares                     deferred shares          in-capital
                                       --------------------------------           -----------------     --------------------
                                                              (in (UK Pound)000's except share data)
  
                                         Number                                    Number
                                       ---------                                 -------
  <S>                                 <C>                <C>                      <C>       <C>         <C>
  Balance at December 31, 1998 ....    59,138,791        (UK Pound)1,478              6       --        (UK Pound)134,466
  Unrealized gain on securities ...            --                     --             --       --                       --
  Net loss ........................            --                     --             --       --                       --
                                      -----------        ---------------          -----    -----        -----------------
  Balance at September 30, 1999....    59,138,791        (UK Pound)1,478              6       --        (UK Pound)134,466
                                      ===========        ===============          =====    =====        =================
  </TABLE>
  
  
  
  <TABLE>
  <CAPTION>
                                   Accumulated other
                                      comprehensive        Accumulated          Total Shareholder's
                                          (loss)              Deficit                 Deficiency
                                  -------------------   ------------------       -------------------
                                                 (in (UK Pound)000's except share data)
  <S>                               <C>                 <C>                     <C>
  Balance at December 31, 1998 .... ((UK Pound)1,367)    ((UK Pound)242,273)     ((UK Pound)107,696)
  Unrealized gain on securities ...            1,367                     --                   1,367
  Net loss ........................               --                (98,928)                (98,928)
                                    ----------------     ------------------      ------------------
  Balance at September 30, 1999 ... (UK Pound)    --     ((UK Pound)341,201)     ((UK Pound)205,257)
                                    ================     ==================      ==================
  </TABLE>
  
  
  See accompanying notes.
  
                                         4
  <PAGE>
  
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                           Nine Months Ended September 30,
                                                              1999                1998
                                                       ----------------   ----------------
                                                               (in (UK Pound)000's)
  <S>                                                  <C>                <C>
  Net cash provided by operating activities .......... (UK Pound)99,847   (UK Pound)17,374
                                                       ----------------   ----------------
  
  Investing Activities
       Purchase of property and equipment ............          (82,256)          (100,958)
       Proceeds from disposition of assets ...........               37                 95
                                                       ----------------   ----------------
  Net cash (used in) investing activities ............          (82,219)          (100,863)
                                                       ----------------   ----------------
  
  Financing Activities
       Proceeds from issuance of debt ................               --            202,381
       Debt financing costs ..........................               --             (6,814)
       Principal payments ............................             (132)               (27)
       Capital lease payments ........................           (1,908)            (1,541)
                                                       ----------------   ----------------
  
  Net cash (used in) provided by financing activities            (2,040)           193,999
                                                       ----------------   ----------------
  
  Net increase in cash and cash equivalents ..........           15,588            110,510
  Cash and cash equivalents at beginning of period ...          164,738             75,680
                                                       ----------------   ----------------
  
  Cash and cash equivalents at end of period .........(UK Pound)180,326  (UK Pound)186,190
                                                      =================  =================
  </TABLE>
  
  See accompanying notes.
  
                                          5
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   Basis of Presentation
  
       Diamond Cable  Communications  Plc (the  "Company") owns and operates cable
       television and  telecommunications  systems through its  subsidiaries.  The
       accompanying  unaudited condensed  consolidated financial statements of the
       Company and its subsidiaries (the "Group") have been prepared in accordance
       with U.S.  generally accepted  accounting  principles for interim financial
       information  and  with the  instructions  to Form  10-Q  and Rule  10-01 of
       Regulation S-X. Accordingly, they do not include all of the information and
       footnotes required by generally accepted accounting principles for complete
       financial  statements.  In  the  opinion  of  management,  all  adjustments
       (consisting of normal recurring accruals)  considered  necessary for a fair
       presentation  have been included.  Operating results for the nine and three
       months  ended  September  30, 1999 are not  necessarily  indicative  of the
       results  that may be expected for the year ending  December  31, 1999.  For
       further  information,  refer to the consolidated  financial  statements and
       footnotes  thereto included in the Company's Annual Report on Form 10-K for
       the year ended December 31, 1998.
  
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments and Hedging Activities," which is required to be adopted by the
       Company effective January 1, 2001.  Management does not anticipate that the
       adoption of this standard will have a significant  effect on the results of
       operations and financial position of the Group.
  
  2.   Comprehensive loss
  
       Comprehensive  (loss)  income for the nine and  three-month  periods  ended
       September 30, 1999 and 1998 was ((UK  Pound)97,561),  (UK  Pound)138,  ((UK
       Pound)48,909) and ((UK Pound)13,751), respectively.
  
  3.   NTL Incorporated Acquisition
  
       On March 8, 1999,  the share  exchange  was  completed  whereby  all of the
       holders of the  Company's  ordinary and  deferred  shares  exchanged  their
       shares for newly issued  common  stock of NTL  Incorporated  ("NTL").  As a
       result, the Company became a wholly-owned subsidiary of NTL. Other expenses
       of (UK Pound)8.9  million  consist of costs incurred in connection with the
       Share Exchange Agreement,  including fees paid to Goldman,  Sachs & Co. and
       Columbia  Management  for their  role as joint  financial  advisors  to the
       Company in examining  potential business  opportunities and other strategic
       alternatives leading up to the share exchange.
  
       In connection  with the provisions of the indentures  pursuant to which the
       Company's debt securities were issued,  the Company was required to make an
       offer  to  repurchase  such  debt  securities  at a price  of 101% of their
       accreted  value or principal  amount  following a "change of control."  The
       Company  commenced  offers to repurchase its outstanding debt securities on
       April 1, 1999.  The offers  expired on April 30, 1999. The Company paid (UK
       Pound)66,000 to repurchase the tendered debt securities.
  
                                          6
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                     (Unaudited)
  
  4.   Property and Equipment
  
       Property and equipment consists of:
  
  
  <TABLE>
  <CAPTION>
                                                                           September 30,                    December 31,
                                                                               1999                             1998
                                                                         -----------------              -----------------
                                                                              (unaudited)
                                                                                          (in (UK Pound)000's)
  <S>                                                                  <C>                            <C>
  Land and Buildings..........................................             (UK Pound)8,043                (UK Pound)7,483
  Cable Network...............................................                     611,144                        538,472
  Office Equipment............................................                      14,129                         11,637
  Motor Vehicles..............................................                       1,150                            961
                                                                         -----------------              -----------------
                                                                                   634,466                        558,553
  Accumulated depreciation....................................                    (132,579)                       (92,687)
                                                                         -----------------              -----------------
                                                                         (UK Pound)501,887              (UK Pound)465,866
                                                                         =================              =================
  </TABLE>
  
  5.   Joint Purchasing Alliance Agreement
  
       The Company and NTL entered into a Joint Purchasing Alliance Agreement (the
       "Alliance  Agreement") on March 5, 1999, pursuant to which the Company acts
       as purchasing agent on behalf of a number of subsidiaries of NTL. Under the
       terms of the Alliance  Agreement,  on March 8, 1999, the Company received a
       deposit of (UK Pound)137  million from various  subsidiaries  of NTL. Funds
       held by the  Company  under the  Alliance  Agreement  are  recorded  on the
       balance sheet as Cash and Cash Equivalents and Accounts Payable Deposit.
  
  6.   Summarized Financial Information
  
       On  February  6,  1998,  Diamond  Holdings  plc  ("Diamond  Holdings"),   a
       subsidiary of the Company, issued (UK Pound)135,000,000 principal amount of
       its 10% Senior Notes due February 1, 2008 and $110,000,000 principal amount
       of its 9 1/8%  Senior  Notes  due  February  1, 2008  (together,  the "1998
       Notes".) The 1998 Notes have been fully and  unconditionally  guaranteed by
       the Company as to  principal,  interest and other amounts due. Net proceeds
       received by Diamond  Holdings  amounted to  approximately  (UK  Pound)195.0
       million after issuance costs of approximately (UK Pound)7.0 million.
  
       The following table presents summarized  consolidated financial information
       for  Diamond  Holdings as of and for the nine months  ended  September  30,
       1999. This summarized  financial  information is being provided pursuant to
       Section  G of Topic 1 of  Staff  Accounting  Bulletin  No.  53,  "Financial
       Statement  Requirements in Filings Involving the Guarantee of Securities by
       a Parent." The Company will continue to provide such  summarized  financial
       information  for  Diamond  Holdings  for as long as the 1998  Notes  remain
       outstanding and guaranteed by the Company.
  
                                          7
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                              Diamond Holdings plc (note a)
                                                       ---------------------------------------------
                                                              Nine                       months
                                                             ended                     Year ended
                                                         September 30,                December 31,
                                                              1999                        1998
                                                       -----------------           -----------------
                                                                   (in (UK Pound)000's)
  <S>                                                  <C>                         <C>
  Summarized Consolidated Income Statement
  Information
  Revenue .........................................     (UK Pound)85,984            (UK Pound)88,756
                                                       =================           =================
  Operating costs and expenses ....................    (UK Pound)105,851           (UK Pound)105,914
                                                       =================           =================
  Net loss for the period .........................    ((UK Pound)96,124)          ((UK Pound)87,556)
                                                       =================           =================
  
  
                                                         September 30,                December 31,
                                                              1999                        1998
                                                       -----------------           -----------------
                                                                    (in (UK Pound)000's)
  Summarized Consolidated Balance Sheet
  Information
  Fixed and noncurrent assets .....................    (UK Pound)585,584           (UK Pound)553,740
  Current assets ..................................               18,213                     148,415
                                                       -----------------           -----------------
  Total assets ....................................    (UK Pound)603,797           (UK Pound)702,155
                                                       =================           =================
  
  Current liabilities .............................     (UK Pound)44,317            (UK Pound)48,030
  Noncurrent liabilities ..........................              849,861                     849,750
  Shareholders deficit ............................             (290,381)                   (195,625)
                                                       -----------------           -----------------
  Total liabilities and shareholders interest .....    (UK Pound)603,797           (UK Pound)702,155
                                                       =================           =================
  <FN>
  (a)  Diamond   Holdings  was   incorporated  on  December  15,  1997  and  is  a
       wholly-owned,  direct  subsidiary  of the  Company.  On January  16,  1998,
       Diamond Holdings became the intermediate holding company which holds all of
       the shares of all Group  companies.  The Summarized  Financial  Information
       shows  operating  results as if Diamond  Holdings  became the  intermediate
       holding company on January 1, 1998.
  </FN>
  </TABLE>
  
                                          8
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
            FINANCIAL CONDITION
  
  Liquidity and Capital Resources
  
  The Group's cash and funding requirements historically have been met principally
  through the issuance of the Company's  senior  discount notes in September 1994,
  December 1995 and February 1997 (collectively, the "Discount Notes"), as well as
  from equity  capital,  advances from its  shareholders,  and from bank and lease
  financing.  In February  1998, a subsidiary  of the Company,  Diamond  Holdings,
  issued the 1998 Notes,  raising  net  proceeds of  approximately  (UK  Pound)195
  million.  The  1998  Notes  are  guaranteed  by the  Company  as to  payment  of
  principal,  interest and any other amounts due. In connection  with the issuance
  of the 1998 Notes, the Group terminated its existing bank facility.
  
  The further  development and  construction  of the Group's cable  television and
  telecommunications  network will require  substantial  capital  investment.  The
  Company currently  estimates that the additional capital  expenditures and other
  cash  requirements of the Group,  net of cash from  operations,  from October 1,
  1999 through  December 31, 2000 will be approximately  (UK Pound)101.4  million.
  These expenditures  could vary  significantly  depending on, among other things,
  the number of customers actually  connected to the network,  the availability of
  construction   resources,   the  impact  of  competition  from  other  cable  or
  telecommunications  operators or television delivery platforms,  and the pace of
  the Group's construction  program. The Company expects to use the (UK Pound)88.0
  million cash and cash  equivalents  on hand,  which  excludes the (UK Pound)92.3
  million held on behalf of affiliates  pursuant to the Joint Purchasing  Alliance
  Agreement,  plus debt and/or equity financing from NTL or its other subsidiaries
  to meet its cash requirements.
  
  To the extent that the amounts  required  for  capital  expenditures  exceed the
  estimates,  or the Group's cash flow does not meet  expectations,  the amount of
  further debt and/or equity  financing  required will  increase.  There can be no
  assurance that any such debt or equity  financing will be available to the Group
  on acceptable commercial terms or at all.
  
  Results of Operations for the Nine and Three Months Ended September 30, 1999 and
  1998
  
  Revenue was (UK Pound)86.0  million and (UK Pound)30.1  million for the nine and
  three months ended September 30, 1999,  respectively  compared to (UK Pound)63.9
  million and (UK Pound)22.7 million,  respectively, for the comparable periods in
  1998,  representing  increases of 34.5% and 32.5%  respectively.  This growth is
  primarily  attributable  to increases in the number of telephone lines and cable
  television customers.  These trends are expected to continue for the foreseeable
  future.
  
  Operating costs were (UK Pound)30.2  million and (UK Pound)10.7  million for the
  nine and three months ended  September 30, 1999,  respectively,  compared to (UK
  Pound)21.8 million and (UK Pound)7.7 million,  respectively,  for the comparable
  periods in 1998, representing increases of 38.4% and 38.6%, respectively.  These
  increases are the result of increases in  interconnection  costs and programming
  costs as a result of growth in telephone lines and cable television customers.
  
  Selling, general and administrative expenses were (UK Pound)31.4 million and (UK
  Pound)10.1  million for the nine and three  months  ended  September  30,  1999,
  respectively and (UK Pound)27.4 million and (UK Pound)9.5 million, respectively,
  for  the   comparable   periods  in  1998.   The  increase  was  due  to  higher
  administration  and sales  force  costs  associated  with the  expansion  of the
  Company's  business  together  with  additional  franchise  license  costs which
  commenced  in 1999.  As a  percentage  of total  revenues  however,  these costs
  decreased to 37% and 33% for the nine and three months ended September 30, 1999,
  respectively, from 43% and 42%, respectively, in the comparable periods in 1998.
  
  Depreciation and amortization  expense increased by 44% and 48% for the nine and
  three months ended September 30, 1999,  respectively from the comparable periods
  in 1998. This increase was  attributable to the increasing cost of the Company's
  network and the related additional depreciation.
  
                                          9
  
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  Other expenses of (UK Pound)8.9  million in the nine months ended  September 30,
  1999 relate to costs incurred in connection  with the Share Exchange  Agreement,
  including  fees paid to Goldman,  Sachs & Co. and Columbia  Management for their
  role as joint financial advisors to the Company in examining  potential business
  opportunities and other strategic alternatives leading up to the share exchange.
  
  Interest  expense  including  amortization of debt discount and expenses was (UK
  Pound)73.0  million and (UK  Pound)25.1  million  for the nine and three  months
  ended September 30, 1999,  respectively  compared to (UK Pound)62.0  million and
  (UK Pound)21.6  million in the  comparable  periods in 1998. The increase is due
  primarily to the accretion on the Discount Notes of (UK  Pound)55.9  million and
  (UK  Pound)19.4  million in the nine and three month ended  September  30, 1999,
  respectively  compared to (UK Pound)47.0  million and (UK Pound)15.9  million in
  the comparable  periods in 1998 and interest on the 1998 Notes of (UK Pound)14.8
  million and (UK  Pound)4.9  million in the nine and three month ended  September
  30, 1999,  respectively  compared to (UK  Pound)12.8  million and (UK  Pound)4.9
  million in the  comparable  periods in 1998. In addition,  amortization  of debt
  financing costs was (UK Pound)1.8  million and (UK Pound)619,000 in the nine and
  three months ended September 30, 1999,  respectively,  compared to (UK Pound)1.6
  million and (UK Pound)600,000, in the comparable periods in 1998.
  
  A substantial  portion of the Group's  existing debt obligations are denominated
  in U.S.  dollars,  while the Group's  revenues and expenses  are  generated  and
  stated in pounds sterling.  During the nine and three months ended September 30,
  1999,  the Group recorded a net foreign  exchange loss of (UK Pound)6.2  million
  and a net  foreign  exchange  gain  of  (UK  Pound)28.7  million,  respectively,
  primarily due to the unrealized  losses and gains on translation of its Discount
  Notes and 1998 Notes. During the nine and three months ended September 30, 1998,
  the Group recognized a net foreign exchange gain of (UK Pound)21.1 million and a
  net foreign exchange gain of (UK Pound)10.9 million, respectively, primarily due
  to the  unrealized  gain on  translation  of its Discount  Notes and 1998 Notes.
  Changes in foreign currency  exchange rates may affect the Company's  ability to
  satisfy  its  obligations,   including   obligations   under   outstanding  debt
  instruments, as they become due.
  
  The Company entered into a foreign  exchange  forward  contract on June 23, 1997
  for  settlement  on June 25,  1998 to sell  (UK  Pound)50  million  at a rate of
  $1.6505 to (UK Pound)1. The Company also entered into a foreign exchange forward
  contract on June 27, 1997 for  settlement  on July 1, 1998 to sell (UK  Pound)50
  million at a rate of $1.6515 to (UK  Pound)1.  On June 16,  1998 two  offsetting
  agreements were entered into at rates of $1.6326 and $1.6322 to (UK Pound)1. The
  offsetting  contracts  were  settled  on June 17,  1998  with a  payment  of (UK
  Pound)1.1  million  to the  Company.  Realized  gains  on  derivative  financial
  instruments of (UK  Pound)400,000  for the nine months ended  September 30, 1998
  consist  primarily  of the  settlement  of  these  two  contracts.  The  Company
  continues to monitor conditions in the foreign exchange market and may from time
  to time enter into foreign currency contracts based on its assessment of foreign
  currency market conditions and its effect on the Company's results of operations
  and financial condition.
  
  Condensed Consolidated Statements of Cash Flows
  
  Net cash provided by operating activities amounted to (UK Pound)99.8 million and
  (UK  Pound)17.4  million for the nine months ended  September 30, 1999 and 1998,
  respectively. During the nine months ended September 30, 1999, net cash provided
  by operating activities includes the Joint Purchasing Alliance Agreement deposit
  of (UK Pound)137  million from various  subsidiaries of NTL,  exchange losses of
  (UK Pound)6.2 million compared to gains of ((UK Pound)21.1) million in the prior
  period and accretion on the Discount Notes of (UK Pound)55.9 million compared to
  (UK Pound)47.0 million in the prior period.
  
  Net cash used in investing activities amounted to (UK Pound)82.2 million and (UK
  Pound)100.9  million  for the nine  months  ended  September  30, 1999 and 1998,
  respectively.  During the nine months ended September 30, 1999 and 1998 net cash
  used  in  investing  activities  includes  purchases  of  fixed  assets  of  (UK
  Pound)82.3  million and (UK  Pound)101.0  million,  respectively  as a result of
  continuing fixed asset purchases in 1998 and 1999.
  
  Net cash (used in) provided by financing  activities was ((UK Pound)2.0) million
  and (UK  Pound)194.0  million for the nine months ended  September  30, 1999 and
  1998,  respectively.  During the nine months ended  September 30, 1998, net cash
  provided by financing  activities  includes (UK Pound)202.4  million relating to
  the proceeds  from  issuance of debt offset by financing  costs of (UK Pound)6.8
  million.
  
                                         10
  
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  Information Systems - Year 2000
  
  The future  operations  of the Group  depend on its network  infrastructure  and
  certain other systems performing  correctly over the change of millennium and on
  subsequent  dates.  The  correct  handling  of  date  information  is  therefore
  essential  and  detailed  test  programs  have been  completed  for all  crucial
  telecommunications and cable television network and systems infrastructure.
  
  The Group  has had an  overall  program  in place  since  1997  which  encompass
  information  technology ("IT") systems and non- IT systems  containing  embedded
  technology.  The Group has installed and tested Year 2000 compliant software for
  the  telecommunications  switches,  cable television  infrastructure and network
  control  systems.  Other systems  critical to business  operations,  such as the
  subscriber  management  systems and the financial and  accounting  systems,  are
  maintained by the vendors.  The vendors have supplied versions of these critical
  systems  which are  designed  to be Year 2000  compliant  and were  subject to a
  thorough  testing  program.  There are no known problems with vendor supplied or
  maintained  systems.   The  personal  computer  and  Local  Area  Network  (LAN)
  infrastructures have been surveyed and tested.  Non-compliant elements have been
  replaced, together with a wider functionality upgrade to increase LAN bandwidth.
  
  Costs incurred in connection  with Year 2000  compliance have not been material.
  Costs incurred to date are approximately (UK Pound)150,000,  and it is estimated
  that a further (UK Pound)50,000 will be required.
  
  The  Company  currently  believes  that the most  reasonably  likely  worst case
  scenario  with  respect to the Year 2000 is the  failure  of public  electricity
  supplies during the millennium period. A number of critical sites have permanent
  automatic standby generators and uninterruptible power supplies.  Where critical
  sites do not have  permanent  standby power,  the Company  intends to deploy its
  mobile generators.  In addition,  other telephone  operators have suggested that
  the  telephone  network may overload due to  excessive  traffic.  The Company is
  reviewing its "cold start" scenarios and alternative  interconnection  routes in
  the event of interruptions in the service of other telephone  companies.  Either
  or both of the above mentioned scenarios could have a material adverse effect on
  operations,  although it is not  possible at this time to quantify the amount of
  revenues  and  gross  profit  that  might be lost,  or the costs  that  could be
  incurred.
  
  During the remainder of 1999, the Company may discover  additional  problems and
  may not be able to develop,  implement or test remediation or contingency plans,
  or may find that the costs of these activities exceed current  expectations.  In
  many cases,  the Company is relying on assurances  from  suppliers  that new and
  upgraded  information  systems and other  products will be Year 2000 ready.  The
  Company has tested these  third-party  products,  but because the Company uses a
  variety of  information  systems  and has  additional  systems  embedded  in its
  operations  and  infrastructure,  the  Company  cannot  be sure  that all of its
  systems  will work  together  in a Year  2000-ready  fashion.  Furthermore,  the
  Company cannot be sure that it will not suffer  business  interruptions,  either
  because of its own Year 2000  problems or those of  third-parties  upon whom the
  Company is reliant for services.  The Company is continuing to evaluate its Year
  2000-related risks and corrective  actions.  However,  the risks associated with
  the Year 2000  problem are  pervasive  and  complex;  they can be  difficult  to
  identify and address,  and can result in material  adverse  consequences  to the
  Company. Even if the Company, in a timely manner,  completes all of the upgrades
  that is believed to be adequate,  and develops  contingency plans believed to be
  adequate,  some  problems may not be  identified or corrected in time to prevent
  material adverse consequences to the Company.
  
  Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
  
  Certain statements contained herein constitute  "forward-looking  statements" as
  that term is defined under the Private Securities Litigation Reform Act of 1995.
  When used  herein,  the  words,  "believe,"  "anticipate,"  "should,"  "intend,"
  "plan," "will," "expects," "estimates,"  "projects,"  "positioned,"  "strategy,"
  and  similar  expressions   identify  such  forward-looking   statements.   Such
  forward-looking  statements  involve known and unknown risks,  uncertainties and
  other factors that may cause the actual results,  performance or achievements of
  the  Group,  or  industry  results,  to  be  materially   different  from  those
  contemplated, projected, forecasted, estimated or budgeted, whether expressed or
  implied, by such forward-looking statements. Such factors include the following:
  general  economic and business  conditions  in the United  Kingdom,  the Group's
  ability to continue to design networks, install facilities,  obtain and maintain
  any required
  
                                         11
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  governmental licenses or approvals and finance construction and development, all
  in a timely manner at reasonable costs and on satisfactory terms and conditions,
  as well as assumptions about customer  acceptance,  churn rates,  overall market
  penetration and competition from providers of alternative  services,  the impact
  of new business  opportunities  requiring significant up-front investment,  Year
  2000 readiness, and availability, terms and deployment of capital.
  
  
  
                                         12
  <PAGE>
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
            There have been no material changes in the reported market risks since
            the end of the most recent fiscal year.
  
  PART II.  OTHER INFORMATION
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits:
  
                 27.0 Financial Data Schedule.
  
            (b)  Reports on Form 8-K:
  
                 No  reports  on Form 8-K were  filed by the  Company  during  the
                 quarter ended September 30, 1999.
  
  
  
                                         13
  
  <PAGE>
  
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                                     SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
                                               DIAMOND CABLE COMMUNICATIONS PLC
  
  
  
  Date: November 10, 1999                      By: /s/ Leigh C. Wood
                                                   ------------------------
                                                   Leigh C. Wood
                                                   (Chief Operating Officer)
  
  
  
  Date: November 10, 1999                      By: /s/ David Kelham
                                                   -------------------------
                                                   David Kelham
                                                   (Acting Financial Director)
  
  
  
                                         14
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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:
                                 SEPTEMBER 30, 1999
                                         OR
  
  (X)  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 33-83740
  
                          DIAMOND CABLE COMMUNICATIONS PLC
               (Exact name of registrant as specified in its charter)
  
       England and Wales                                               N/A
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
       Diamond Plaza, Daleside Road
        Nottingham NG2 3GG, England                                     N/A
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                         (Zip code)
  
                                  44-115-952-2222
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the  preceding 12 months (or for such  shorter  period that the  registrant  was
  required  to file  such  reports),  and  (2) has  been  subject  to such  filing
  requirements for the past 90 days.
  
            Yes _X_                                            No ___
                             --------------------------
  
  The  number of  shares of the  Registrant's  Ordinary  Shares of 2.5 pence  each
  outstanding  as of  September  30, 1999 was  59,138,791.  The  Registrant  is an
  indirect, wholly owned subsidiary of NTL Incorporated and there is no market for
  the Registrant's shares.
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                                  TABLE OF CONTENTS
  Page
                                                                                                Number
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Statements of
                      Operations for the Nine and Three months ended
                      September 30, 1999 and 1998 (Unaudited).......................................2
  
                      Condensed Consolidated Balance Sheets as of
                      September 30, 1999 (Unaudited) and December 31, 1998..........................3
  
                      Condensed Consolidated Statement of
                      Shareholder's Deficiency for the Nine months
                      ended September 30, 1999 (Unaudited)..........................................4
  
                      Condensed Consolidated Statements of Cash Flows for the
                      Nine months ended September 30, 1999 and 1998 (Unaudited).....................5
  
                      Notes to the Condensed Consolidated
                      Financial Statements (Unaudited)..........................................6 - 8
  
            Item 2.   Management's Discussion and Analysis of
                      Results of Operations and Financial Condition............................9 - 12
  
            Item 3.   Quantitative and Qualitative Disclosures About Market Risk...................13
  
  Part II.  OTHER INFORMATION
  
            Item 6.   Exhibits and Reports on Form 8-K.............................................13
  
            SIGNATURES.............................................................................14
  PART I    FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                          DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)
  Nine Months Ended                      Three Months Ended
                                                                   September 30,                         September 30,
                                                              1999             1998                  1999             1998
                                                      -----------------  -----------------      -------------  -----------------
                                                                                    (in (UK Pound)000's)
  Revenue                                              (UK Pound)85,984   (UK Pound)63,922   (UK Pound)30,115   (UK Pound)22,736
                                                      -----------------  -----------------      -------------  -----------------
  
  Costs and expenses
       Operating ....................................           (30,219)           (21,840)           (10,713)            (7,728)
       Selling, general and  administrative .........           (31,399)           (27,430)           (10,061)            (9,506)
       Depreciation and amortization ................           (43,815)           (30,501)           (16,047)           (10,851)
       Other expenses (Note 3) ......................            (8,893)                --                 --                 --
                                                      -----------------  -----------------      -------------  -----------------
                                                               (114,326)           (79,771)           (36,821)           (28,085)
                                                      -----------------  -----------------      -------------  -----------------
  
  Operating (loss) ..................................           (28,342)           (15,849)            (6,706)            (5,349)
  
  Interest income ...................................             8,608             10,264              3,220              3,383
  Interest expense and amortization of debt
       discount and expenses ........................           (73,036)           (61,984)           (25,082)           (21,569)
  Foreign exchange gain (loss), net .................            (6,158)            21,071             28,706             10,906
  Realized gain on derivative financial instruments .                --                412                 --                 --
                                                      -----------------  -----------------      -------------  -----------------
  
  Net income (loss) ................................. ((UK Pound)98,928) ((UK Pound)46,086)     (UK Pound)138  ((UK Pound)12,629)
                                                      =================  =================      =============  =================
  See accompanying notes.
  
                                          2
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                        CONDENSED CONSOLIDATED BALANCE SHEETS
  September 30,       December 31,
                                                                            1999              1998
                                                                     -----------------  -----------------
                                                                        (Unaudited)         (See Note)
                                                                   (in (UK Pound)000's, except share data)
  Assets
  Current assets
       Cash and cash equivalents ................................... (UK Pound)180,326  (UK Pound)164,738
       Trade receivables - less allowance for doubtful accounts of
              (UK Pound)4,141 (1999) and (UK Pound)4,775 (1998) ....            12,250              9,873
       Other assets ................................................             3,061              2,229
                                                                     -----------------  -----------------
  
  Total current assets .............................................           195,637            176,840
  
  Deferred financing costs - less accumulated amortization of
       (UK Pound)6,651(1999) and (UK Pound)4,830 (1998) ............            18,501             20,322
  Property and equipment, net ......................................           501,887            465,866
  Goodwill - less accumulated amortization of (UK Pound)19,401
       (1999) and (UK Pound)15,764 (1998) ..........................            77,559             81,196
  Franchise costs - less accumulated amortization of
       (UK Pound)241 (1999) and (UK Pound)219 (1998) ...............               375                397
                                                                     -----------------  -----------------
  Total assets ..................................................... (UK Pound)793,959  (UK Pound)744,621
                                                                     =================  =================
  
  Liabilities and shareholders' (deficiency)
  Current liabilities
         Accounts payable ..........................................  (UK Pound)25,110   (UK Pound)28,514
         Accounts payable deposit ..................................            92,321                 --
         Current portion of long-term debt .........................             2,480              2,135
         Other liabilities .........................................            18,523             20,411
                                                                     -----------------  -----------------
  Total current liabilities ........................................           138,434             51,060
  Senior discount notes ............................................           653,725            592,763
  Senior notes .....................................................           201,780            201,154
  Capital lease obligations ........................................             3,052              5,002
  Mortgage loan ....................................................             2,225              2,338
  
  Shareholders' (deficiency):
         Ordinary shares (70,000,000 authorized; 59,138,791 issued)              1,478              1,478
         Non-voting deferred shares (6 shares authorized and issued)                --                 --
         Additional paid-in capital ................................           134,466            134,466
         Accumulated other comprehensive (loss) ....................                --             (1,367)
         Accumulated deficit .......................................          (341,201)          (242,273)
                                                                     -----------------  -----------------
                                                                              (205,257)          (107,696)
                                                                     -----------------  -----------------
  Total liabilities and shareholders' (deficiency) ................. (UK Pound)793,959  (UK Pound)744,621
                                                                     =================  =================
  Note:  The balance  sheet at December 31, 1998 has been derived from the audited
         financial statements at that date.
  See accompanying notes.
  
                                          3
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
           CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S (DEFICIENCY)
                                     (Unaudited)
  Non-voting          Additional Paid-
                                               Ordinary Shares                     deferred shares          in-capital
                                       --------------------------------           -----------------     --------------------
                                                              (in (UK Pound)000's except share data)
  
                                         Number                                    Number
                                       ---------                                 -------
  Balance at December 31, 1998 ....    59,138,791        (UK Pound)1,478              6       --        (UK Pound)134,466
  Unrealized gain on securities ...            --                     --             --       --                       --
  Net loss ........................            --                     --             --       --                       --
                                      -----------        ---------------          -----    -----        -----------------
  Balance at September 30, 1999....    59,138,791        (UK Pound)1,478              6       --        (UK Pound)134,466
                                      ===========        ===============          =====    =====        =================
  Accumulated other
                                      comprehensive        Accumulated          Total Shareholder's
                                          (loss)              Deficit                 Deficiency
                                  -------------------   ------------------       -------------------
                                                 (in (UK Pound)000's except share data)
  Balance at December 31, 1998 .... ((UK Pound)1,367)    ((UK Pound)242,273)     ((UK Pound)107,696)
  Unrealized gain on securities ...            1,367                     --                   1,367
  Net loss ........................               --                (98,928)                (98,928)
                                    ----------------     ------------------      ------------------
  Balance at September 30, 1999 ... (UK Pound)    --     ((UK Pound)341,201)     ((UK Pound)205,257)
                                    ================     ==================      ==================
  See accompanying notes.
  
                                         4
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
  Nine Months Ended September 30,
                                                              1999                1998
                                                       ----------------   ----------------
                                                               (in (UK Pound)000's)
  Net cash provided by operating activities .......... (UK Pound)99,847   (UK Pound)17,374
                                                       ----------------   ----------------
  
  Investing Activities
       Purchase of property and equipment ............          (82,256)          (100,958)
       Proceeds from disposition of assets ...........               37                 95
                                                       ----------------   ----------------
  Net cash (used in) investing activities ............          (82,219)          (100,863)
                                                       ----------------   ----------------
  
  Financing Activities
       Proceeds from issuance of debt ................               --            202,381
       Debt financing costs ..........................               --             (6,814)
       Principal payments ............................             (132)               (27)
       Capital lease payments ........................           (1,908)            (1,541)
                                                       ----------------   ----------------
  
  Net cash (used in) provided by financing activities            (2,040)           193,999
                                                       ----------------   ----------------
  
  Net increase in cash and cash equivalents ..........           15,588            110,510
  Cash and cash equivalents at beginning of period ...          164,738             75,680
                                                       ----------------   ----------------
  
  Cash and cash equivalents at end of period .........(UK Pound)180,326  (UK Pound)186,190
                                                      =================  =================
  See accompanying notes.
  
                                          5
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   Basis of Presentation
  
       Diamond Cable  Communications  Plc (the  "Company") owns and operates cable
       television and  telecommunications  systems through its  subsidiaries.  The
       accompanying  unaudited condensed  consolidated financial statements of the
       Company and its subsidiaries (the "Group") have been prepared in accordance
       with U.S.  generally accepted  accounting  principles for interim financial
       information  and  with the  instructions  to Form  10-Q  and Rule  10-01 of
       Regulation S-X. Accordingly, they do not include all of the information and
       footnotes required by generally accepted accounting principles for complete
       financial  statements.  In  the  opinion  of  management,  all  adjustments
       (consisting of normal recurring accruals)  considered  necessary for a fair
       presentation  have been included.  Operating results for the nine and three
       months  ended  September  30, 1999 are not  necessarily  indicative  of the
       results  that may be expected for the year ending  December  31, 1999.  For
       further  information,  refer to the consolidated  financial  statements and
       footnotes  thereto included in the Company's Annual Report on Form 10-K for
       the year ended December 31, 1998.
  
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments and Hedging Activities," which is required to be adopted by the
       Company effective January 1, 2001.  Management does not anticipate that the
       adoption of this standard will have a significant  effect on the results of
       operations and financial position of the Group.
  
  2.   Comprehensive loss
  
       Comprehensive  (loss)  income for the nine and  three-month  periods  ended
       September 30, 1999 and 1998 was ((UK  Pound)97,561),  (UK  Pound)138,  ((UK
       Pound)48,909) and ((UK Pound)13,751), respectively.
  
  3.   NTL Incorporated Acquisition
  
       On March 8, 1999,  the share  exchange  was  completed  whereby  all of the
       holders of the  Company's  ordinary and  deferred  shares  exchanged  their
       shares for newly issued  common  stock of NTL  Incorporated  ("NTL").  As a
       result, the Company became a wholly-owned subsidiary of NTL. Other expenses
       of (UK Pound)8.9  million  consist of costs incurred in connection with the
       Share Exchange Agreement,  including fees paid to Goldman,  Sachs & Co. and
       Columbia  Management  for their  role as joint  financial  advisors  to the
       Company in examining  potential business  opportunities and other strategic
       alternatives leading up to the share exchange.
  
       In connection  with the provisions of the indentures  pursuant to which the
       Company's debt securities were issued,  the Company was required to make an
       offer  to  repurchase  such  debt  securities  at a price  of 101% of their
       accreted  value or principal  amount  following a "change of control."  The
       Company  commenced  offers to repurchase its outstanding debt securities on
       April 1, 1999.  The offers  expired on April 30, 1999. The Company paid (UK
       Pound)66,000 to repurchase the tendered debt securities.
  
                                          6
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                     (Unaudited)
  
  4.   Property and Equipment
  
       Property and equipment consists of:
  September 30,                    December 31,
                                                                               1999                             1998
                                                                         -----------------              -----------------
                                                                              (unaudited)
                                                                                          (in (UK Pound)000's)
  Land and Buildings..........................................             (UK Pound)8,043                (UK Pound)7,483
  Cable Network...............................................                     611,144                        538,472
  Office Equipment............................................                      14,129                         11,637
  Motor Vehicles..............................................                       1,150                            961
                                                                         -----------------              -----------------
                                                                                   634,466                        558,553
  Accumulated depreciation....................................                    (132,579)                       (92,687)
                                                                         -----------------              -----------------
                                                                         (UK Pound)501,887              (UK Pound)465,866
                                                                         =================              =================
  5.   Joint Purchasing Alliance Agreement
  
       The Company and NTL entered into a Joint Purchasing Alliance Agreement (the
       "Alliance  Agreement") on March 5, 1999, pursuant to which the Company acts
       as purchasing agent on behalf of a number of subsidiaries of NTL. Under the
       terms of the Alliance  Agreement,  on March 8, 1999, the Company received a
       deposit of (UK Pound)137  million from various  subsidiaries  of NTL. Funds
       held by the  Company  under the  Alliance  Agreement  are  recorded  on the
       balance sheet as Cash and Cash Equivalents and Accounts Payable Deposit.
  
  6.   Summarized Financial Information
  
       On  February  6,  1998,  Diamond  Holdings  plc  ("Diamond  Holdings"),   a
       subsidiary of the Company, issued (UK Pound)135,000,000 principal amount of
       its 10% Senior Notes due February 1, 2008 and $110,000,000 principal amount
       of its 9 1/8%  Senior  Notes  due  February  1, 2008  (together,  the "1998
       Notes".) The 1998 Notes have been fully and  unconditionally  guaranteed by
       the Company as to  principal,  interest and other amounts due. Net proceeds
       received by Diamond  Holdings  amounted to  approximately  (UK  Pound)195.0
       million after issuance costs of approximately (UK Pound)7.0 million.
  
       The following table presents summarized  consolidated financial information
       for  Diamond  Holdings as of and for the nine months  ended  September  30,
       1999. This summarized  financial  information is being provided pursuant to
       Section  G of Topic 1 of  Staff  Accounting  Bulletin  No.  53,  "Financial
       Statement  Requirements in Filings Involving the Guarantee of Securities by
       a Parent." The Company will continue to provide such  summarized  financial
       information  for  Diamond  Holdings  for as long as the 1998  Notes  remain
       outstanding and guaranteed by the Company.
  
                                          7
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
                                     (Unaudited)
  Diamond Holdings plc (note a)
                                                       ---------------------------------------------
                                                              Nine                       months
                                                             ended                     Year ended
                                                         September 30,                December 31,
                                                              1999                        1998
                                                       -----------------           -----------------
                                                                   (in (UK Pound)000's)
  Summarized Consolidated Income Statement
  Information
  Revenue .........................................     (UK Pound)85,984            (UK Pound)88,756
                                                       =================           =================
  Operating costs and expenses ....................    (UK Pound)105,851           (UK Pound)105,914
                                                       =================           =================
  Net loss for the period .........................    ((UK Pound)96,124)          ((UK Pound)87,556)
                                                       =================           =================
  
                                                         September 30,                December 31,
                                                              1999                        1998
                                                       -----------------           -----------------
                                                                    (in (UK Pound)000's)
  Summarized Consolidated Balance Sheet
  Information
  Fixed and noncurrent assets .....................    (UK Pound)585,584           (UK Pound)553,740
  Current assets ..................................               18,213                     148,415
                                                       -----------------           -----------------
  Total assets ....................................    (UK Pound)603,797           (UK Pound)702,155
                                                       =================           =================
  
  Current liabilities .............................     (UK Pound)44,317            (UK Pound)48,030
  Noncurrent liabilities ..........................              849,861                     849,750
  Shareholders deficit ............................             (290,381)                   (195,625)
                                                       -----------------           -----------------
  Total liabilities and shareholders interest .....    (UK Pound)603,797           (UK Pound)702,155
                                                       =================           =================
  (a)  Diamond   Holdings  was   incorporated  on  December  15,  1997  and  is  a
       wholly-owned,  direct  subsidiary  of the  Company.  On January  16,  1998,
       Diamond Holdings became the intermediate holding company which holds all of
       the shares of all Group  companies.  The Summarized  Financial  Information
       shows  operating  results as if Diamond  Holdings  became the  intermediate
       holding company on January 1, 1998.
  8
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
            FINANCIAL CONDITION
  
  Liquidity and Capital Resources
  
  The Group's cash and funding requirements historically have been met principally
  through the issuance of the Company's  senior  discount notes in September 1994,
  December 1995 and February 1997 (collectively, the "Discount Notes"), as well as
  from equity  capital,  advances from its  shareholders,  and from bank and lease
  financing.  In February  1998, a subsidiary  of the Company,  Diamond  Holdings,
  issued the 1998 Notes,  raising  net  proceeds of  approximately  (UK  Pound)195
  million.  The  1998  Notes  are  guaranteed  by the  Company  as to  payment  of
  principal,  interest and any other amounts due. In connection  with the issuance
  of the 1998 Notes, the Group terminated its existing bank facility.
  
  The further  development and  construction  of the Group's cable  television and
  telecommunications  network will require  substantial  capital  investment.  The
  Company currently  estimates that the additional capital  expenditures and other
  cash  requirements of the Group,  net of cash from  operations,  from October 1,
  1999 through  December 31, 2000 will be approximately  (UK Pound)101.4  million.
  These expenditures  could vary  significantly  depending on, among other things,
  the number of customers actually  connected to the network,  the availability of
  construction   resources,   the  impact  of  competition  from  other  cable  or
  telecommunications  operators or television delivery platforms,  and the pace of
  the Group's construction  program. The Company expects to use the (UK Pound)88.0
  million cash and cash  equivalents  on hand,  which  excludes the (UK Pound)92.3
  million held on behalf of affiliates  pursuant to the Joint Purchasing  Alliance
  Agreement,  plus debt and/or equity financing from NTL or its other subsidiaries
  to meet its cash requirements.
  
  To the extent that the amounts  required  for  capital  expenditures  exceed the
  estimates,  or the Group's cash flow does not meet  expectations,  the amount of
  further debt and/or equity  financing  required will  increase.  There can be no
  assurance that any such debt or equity  financing will be available to the Group
  on acceptable commercial terms or at all.
  
  Results of Operations for the Nine and Three Months Ended September 30, 1999 and
  1998
  
  Revenue was (UK Pound)86.0  million and (UK Pound)30.1  million for the nine and
  three months ended September 30, 1999,  respectively  compared to (UK Pound)63.9
  million and (UK Pound)22.7 million,  respectively, for the comparable periods in
  1998,  representing  increases of 34.5% and 32.5%  respectively.  This growth is
  primarily  attributable  to increases in the number of telephone lines and cable
  television customers.  These trends are expected to continue for the foreseeable
  future.
  
  Operating costs were (UK Pound)30.2  million and (UK Pound)10.7  million for the
  nine and three months ended  September 30, 1999,  respectively,  compared to (UK
  Pound)21.8 million and (UK Pound)7.7 million,  respectively,  for the comparable
  periods in 1998, representing increases of 38.4% and 38.6%, respectively.  These
  increases are the result of increases in  interconnection  costs and programming
  costs as a result of growth in telephone lines and cable television customers.
  
  Selling, general and administrative expenses were (UK Pound)31.4 million and (UK
  Pound)10.1  million for the nine and three  months  ended  September  30,  1999,
  respectively and (UK Pound)27.4 million and (UK Pound)9.5 million, respectively,
  for  the   comparable   periods  in  1998.   The  increase  was  due  to  higher
  administration  and sales  force  costs  associated  with the  expansion  of the
  Company's  business  together  with  additional  franchise  license  costs which
  commenced  in 1999.  As a  percentage  of total  revenues  however,  these costs
  decreased to 37% and 33% for the nine and three months ended September 30, 1999,
  respectively, from 43% and 42%, respectively, in the comparable periods in 1998.
  
  Depreciation and amortization  expense increased by 44% and 48% for the nine and
  three months ended September 30, 1999,  respectively from the comparable periods
  in 1998. This increase was  attributable to the increasing cost of the Company's
  network and the related additional depreciation.
  
                                          9
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  Other expenses of (UK Pound)8.9  million in the nine months ended  September 30,
  1999 relate to costs incurred in connection  with the Share Exchange  Agreement,
  including  fees paid to Goldman,  Sachs & Co. and Columbia  Management for their
  role as joint financial advisors to the Company in examining  potential business
  opportunities and other strategic alternatives leading up to the share exchange.
  
  Interest  expense  including  amortization of debt discount and expenses was (UK
  Pound)73.0  million and (UK  Pound)25.1  million  for the nine and three  months
  ended September 30, 1999,  respectively  compared to (UK Pound)62.0  million and
  (UK Pound)21.6  million in the  comparable  periods in 1998. The increase is due
  primarily to the accretion on the Discount Notes of (UK  Pound)55.9  million and
  (UK  Pound)19.4  million in the nine and three month ended  September  30, 1999,
  respectively  compared to (UK Pound)47.0  million and (UK Pound)15.9  million in
  the comparable  periods in 1998 and interest on the 1998 Notes of (UK Pound)14.8
  million and (UK  Pound)4.9  million in the nine and three month ended  September
  30, 1999,  respectively  compared to (UK  Pound)12.8  million and (UK  Pound)4.9
  million in the  comparable  periods in 1998. In addition,  amortization  of debt
  financing costs was (UK Pound)1.8  million and (UK Pound)619,000 in the nine and
  three months ended September 30, 1999,  respectively,  compared to (UK Pound)1.6
  million and (UK Pound)600,000, in the comparable periods in 1998.
  
  A substantial  portion of the Group's  existing debt obligations are denominated
  in U.S.  dollars,  while the Group's  revenues and expenses  are  generated  and
  stated in pounds sterling.  During the nine and three months ended September 30,
  1999,  the Group recorded a net foreign  exchange loss of (UK Pound)6.2  million
  and a net  foreign  exchange  gain  of  (UK  Pound)28.7  million,  respectively,
  primarily due to the unrealized  losses and gains on translation of its Discount
  Notes and 1998 Notes. During the nine and three months ended September 30, 1998,
  the Group recognized a net foreign exchange gain of (UK Pound)21.1 million and a
  net foreign exchange gain of (UK Pound)10.9 million, respectively, primarily due
  to the  unrealized  gain on  translation  of its Discount  Notes and 1998 Notes.
  Changes in foreign currency  exchange rates may affect the Company's  ability to
  satisfy  its  obligations,   including   obligations   under   outstanding  debt
  instruments, as they become due.
  
  The Company entered into a foreign  exchange  forward  contract on June 23, 1997
  for  settlement  on June 25,  1998 to sell  (UK  Pound)50  million  at a rate of
  $1.6505 to (UK Pound)1. The Company also entered into a foreign exchange forward
  contract on June 27, 1997 for  settlement  on July 1, 1998 to sell (UK  Pound)50
  million at a rate of $1.6515 to (UK  Pound)1.  On June 16,  1998 two  offsetting
  agreements were entered into at rates of $1.6326 and $1.6322 to (UK Pound)1. The
  offsetting  contracts  were  settled  on June 17,  1998  with a  payment  of (UK
  Pound)1.1  million  to the  Company.  Realized  gains  on  derivative  financial
  instruments of (UK  Pound)400,000  for the nine months ended  September 30, 1998
  consist  primarily  of the  settlement  of  these  two  contracts.  The  Company
  continues to monitor conditions in the foreign exchange market and may from time
  to time enter into foreign currency contracts based on its assessment of foreign
  currency market conditions and its effect on the Company's results of operations
  and financial condition.
  
  Condensed Consolidated Statements of Cash Flows
  
  Net cash provided by operating activities amounted to (UK Pound)99.8 million and
  (UK  Pound)17.4  million for the nine months ended  September 30, 1999 and 1998,
  respectively. During the nine months ended September 30, 1999, net cash provided
  by operating activities includes the Joint Purchasing Alliance Agreement deposit
  of (UK Pound)137  million from various  subsidiaries of NTL,  exchange losses of
  (UK Pound)6.2 million compared to gains of ((UK Pound)21.1) million in the prior
  period and accretion on the Discount Notes of (UK Pound)55.9 million compared to
  (UK Pound)47.0 million in the prior period.
  
  Net cash used in investing activities amounted to (UK Pound)82.2 million and (UK
  Pound)100.9  million  for the nine  months  ended  September  30, 1999 and 1998,
  respectively.  During the nine months ended September 30, 1999 and 1998 net cash
  used  in  investing  activities  includes  purchases  of  fixed  assets  of  (UK
  Pound)82.3  million and (UK  Pound)101.0  million,  respectively  as a result of
  continuing fixed asset purchases in 1998 and 1999.
  
  Net cash (used in) provided by financing  activities was ((UK Pound)2.0) million
  and (UK  Pound)194.0  million for the nine months ended  September  30, 1999 and
  1998,  respectively.  During the nine months ended  September 30, 1998, net cash
  provided by financing  activities  includes (UK Pound)202.4  million relating to
  the proceeds  from  issuance of debt offset by financing  costs of (UK Pound)6.8
  million.
  
                                         10
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  Information Systems - Year 2000
  
  The future  operations  of the Group  depend on its network  infrastructure  and
  certain other systems performing  correctly over the change of millennium and on
  subsequent  dates.  The  correct  handling  of  date  information  is  therefore
  essential  and  detailed  test  programs  have been  completed  for all  crucial
  telecommunications and cable television network and systems infrastructure.
  
  The Group  has had an  overall  program  in place  since  1997  which  encompass
  information  technology ("IT") systems and non- IT systems  containing  embedded
  technology.  The Group has installed and tested Year 2000 compliant software for
  the  telecommunications  switches,  cable television  infrastructure and network
  control  systems.  Other systems  critical to business  operations,  such as the
  subscriber  management  systems and the financial and  accounting  systems,  are
  maintained by the vendors.  The vendors have supplied versions of these critical
  systems  which are  designed  to be Year 2000  compliant  and were  subject to a
  thorough  testing  program.  There are no known problems with vendor supplied or
  maintained  systems.   The  personal  computer  and  Local  Area  Network  (LAN)
  infrastructures have been surveyed and tested.  Non-compliant elements have been
  replaced, together with a wider functionality upgrade to increase LAN bandwidth.
  
  Costs incurred in connection  with Year 2000  compliance have not been material.
  Costs incurred to date are approximately (UK Pound)150,000,  and it is estimated
  that a further (UK Pound)50,000 will be required.
  
  The  Company  currently  believes  that the most  reasonably  likely  worst case
  scenario  with  respect to the Year 2000 is the  failure  of public  electricity
  supplies during the millennium period. A number of critical sites have permanent
  automatic standby generators and uninterruptible power supplies.  Where critical
  sites do not have  permanent  standby power,  the Company  intends to deploy its
  mobile generators.  In addition,  other telephone  operators have suggested that
  the  telephone  network may overload due to  excessive  traffic.  The Company is
  reviewing its "cold start" scenarios and alternative  interconnection  routes in
  the event of interruptions in the service of other telephone  companies.  Either
  or both of the above mentioned scenarios could have a material adverse effect on
  operations,  although it is not  possible at this time to quantify the amount of
  revenues  and  gross  profit  that  might be lost,  or the costs  that  could be
  incurred.
  
  During the remainder of 1999, the Company may discover  additional  problems and
  may not be able to develop,  implement or test remediation or contingency plans,
  or may find that the costs of these activities exceed current  expectations.  In
  many cases,  the Company is relying on assurances  from  suppliers  that new and
  upgraded  information  systems and other  products will be Year 2000 ready.  The
  Company has tested these  third-party  products,  but because the Company uses a
  variety of  information  systems  and has  additional  systems  embedded  in its
  operations  and  infrastructure,  the  Company  cannot  be sure  that all of its
  systems  will work  together  in a Year  2000-ready  fashion.  Furthermore,  the
  Company cannot be sure that it will not suffer  business  interruptions,  either
  because of its own Year 2000  problems or those of  third-parties  upon whom the
  Company is reliant for services.  The Company is continuing to evaluate its Year
  2000-related risks and corrective  actions.  However,  the risks associated with
  the Year 2000  problem are  pervasive  and  complex;  they can be  difficult  to
  identify and address,  and can result in material  adverse  consequences  to the
  Company. Even if the Company, in a timely manner,  completes all of the upgrades
  that is believed to be adequate,  and develops  contingency plans believed to be
  adequate,  some  problems may not be  identified or corrected in time to prevent
  material adverse consequences to the Company.
  
  Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
  
  Certain statements contained herein constitute  "forward-looking  statements" as
  that term is defined under the Private Securities Litigation Reform Act of 1995.
  When used  herein,  the  words,  "believe,"  "anticipate,"  "should,"  "intend,"
  "plan," "will," "expects," "estimates,"  "projects,"  "positioned,"  "strategy,"
  and  similar  expressions   identify  such  forward-looking   statements.   Such
  forward-looking  statements  involve known and unknown risks,  uncertainties and
  other factors that may cause the actual results,  performance or achievements of
  the  Group,  or  industry  results,  to  be  materially   different  from  those
  contemplated, projected, forecasted, estimated or budgeted, whether expressed or
  implied, by such forward-looking statements. Such factors include the following:
  general  economic and business  conditions  in the United  Kingdom,  the Group's
  ability to continue to design networks, install facilities,  obtain and maintain
  any required
  
                                         11
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  governmental licenses or approvals and finance construction and development, all
  in a timely manner at reasonable costs and on satisfactory terms and conditions,
  as well as assumptions about customer  acceptance,  churn rates,  overall market
  penetration and competition from providers of alternative  services,  the impact
  of new business  opportunities  requiring significant up-front investment,  Year
  2000 readiness, and availability, terms and deployment of capital.
  
                                         12
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
            There have been no material changes in the reported market risks since
            the end of the most recent fiscal year.
  
  PART II.  OTHER INFORMATION
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits:
  
                 27.0 Financial Data Schedule.
  
            (b)  Reports on Form 8-K:
  
                 No  reports  on Form 8-K were  filed by the  Company  during  the
                 quarter ended September 30, 1999.
  
                                         13
  DIAMOND CABLE COMMUNICATIONS PLC
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                                     SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
                                               DIAMOND CABLE COMMUNICATIONS PLC
  
  Date: November 10, 1999                      By: /s/ Leigh C. Wood
                                                   ------------------------
                                                   Leigh C. Wood
                                                   (Chief Operating Officer)
  
  Date: November 10, 1999                      By: /s/ David Kelham
                                                   -------------------------
                                                   David Kelham
                                                   (Acting Financial Director)
  
                                         14