content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                    JUNE 30, 1999
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                                NTL (BERMUDA) LIMITED
               (Exact name of registrant as specified in its charter)
  
  
            Bermuda                                          Not Applicable
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)
  
                  Cedar House                      Secretary NTL Incorporated
                41 Cedar Avenue                       110 East 59th Street
           Hamilton, HM 12, Bermuda                    New York, NY 10022
                (441) 295-2244                           (212) 906-8440
  --------------------------------------------------------------------------------
      (Address, including zip code, and        (Name, address, including zip code,
     telephone number, including area code,      and telephone number, including
  of Registrant's principal executive offices)    area code, of agent for service)
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding twelve months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such requirements
  for the past 90 days.
  
           Yes  _X_                                          No ___
  
                             --------------------------
  
  As of June 30, 1999, there were 800,000 shares of the Registrant's common stock
  outstanding. The Registrant is an indirect, wholly owned subsidiary of NTL
  Incorporated and there is no market for the Registrant's Common Stock.
  
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheets as of
                      June 30, 1999 (Unaudited) and December 31, 1998..........2
  
                      Condensed Consolidated Statements of Operations and
                      Accumulated Deficit for the Six and Three Months Ended
                      June 30, 1999 and 1998 (Unaudited).......................3
  
                      Condensed Consolidated Statements of Cash Flows
                      for the Six Months Ended June 30, 1999 and 1998
                      (Unaudited)..............................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 8
  
            Item 2.   Management's Discussion and Analysis of
                      Financial Condition and Results of Operations.......9 - 13
  
            Item 3.   Quantitative and Qualitative Disclosures About
                      Market Risk.............................................14
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................14
  
            Item 6.   Exhibits and Reports on Form 8-K........................14
  
            SIGNATURE.........................................................15
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf of, the  Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive; Year 2000 readiness; future acquisitions; strategic partnerships and
  divestitures;  general  business and economic  conditions in the United Kingdom;
  and other risks  detailed  from time to time in the Company's  periodic  reports
  filed with the Securities and Exchange Commission.
  
                                          1
  
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                                         June 30,          December 31,
                                                                                           1999               1998
                                                                                    ----------------     ---------------
                                                                                    (in (UK Pound)000's, except share data)
  ASSETS
  <S>                                                                              <C>                <C>
  CURRENT ASSETS
      Cash and cash equivalents................................................     (UK Pound)38,902  (UK Pound)103,451
      Accounts receivable, less allowance for doubtful accounts of
         (UK Pound)3,630 (1999) and (UK Pound)2,840 (1998).....................                5,470              5,603
      Other current assets.....................................................                5,624              5,404
                                                                                    ----------------  -----------------
      Total current assets.....................................................               49,996            114,458
                                                                                    ----------------  -----------------
  
  INVESTMENT IN CABLE LONDON PLC...............................................               25,267             28,080
                                                                                    ----------------  -----------------
  
  PROPERTY AND EQUIPMENT.......................................................              408,221            379,446
      Accumulated depreciation ................................................              (72,162)           (57,624)
                                                                                    ----------------  -----------------
      Property and equipment, net..............................................              336,059            321,822
                                                                                    ----------------  -----------------
  
  DEFERRED CHARGES.............................................................               58,324             58,269
      Accumulated amortization.................................................              (18,330)           (15,493)
                                                                                    ----------------  -----------------
      Deferred charges, net....................................................               39,994             42,776
                                                                                    ----------------  -----------------
  
  OTHER ASSETS.................................................................               55,098              5,188
                                                                                    ----------------  -----------------
  
                                                                                   (UK Pound)506,414  (UK Pound)512,324
                                                                                    ================  -================
  LIABILITIES AND SHAREHOLDER'S EQUITY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses....................................     (UK Pound)28,538   (UK Pound)25,162
      Current portion of long-term debt........................................                1,358              1,966
      Note payable to Comcast U.K. Holdings, Inc...............................               12,859             12,310
                                                                                    ----------------  -----------------
         Total current liabilities.............................................               42,755             39,438
                                                                                    ----------------  -----------------
  
  LONG-TERM DEBT, less current portion.........................................              286,650            259,104
                                                                                    ----------------  -----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDER'S EQUITY
      Common stock, (UK Pound).01 par value - authorized and issued 800,000 shares                 8                  8
      Additional capital.......................................................              359,049            359,049
      Accumulated deficit......................................................             (182,048)          (145,275)
                                                                                    ----------------  -----------------
         Total shareholder's equity............................................              177,009            213,782
                                                                                    ----------------  -----------------
                                                                                   (UK Pound)506,414  (UK Pound)512,324
                                                                                    ================  -================
  </TABLE>
  
  Note:  The balance  sheet at December 31, 1998 has been derived from the audited
  financial statements at that date.
  
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                        Six Months Ended                       Three Months Ended
                                                             June 30,                                June 30,
                                                     1999               1998                 1999                 1998
                                              ------------------  ------------------   -----------------  ------------------
                                                                         (in (UK Pound)000's)
  <S>                                          <C>                 <C>                 <C>                 <C>
  REVENUES
     Service income...........................  (UK Pound)47,480    (UK Pound)36,027    (UK Pound)24,291    (UK Pound)18,725
     Consulting fee income....................                                   561                                     287
                                              ------------------  ------------------   -----------------  ------------------
                                                          47,480              36,588              24,291              19,012
                                              ------------------  ------------------   -----------------  ------------------
  
  COSTS AND EXPENSES
     Operating................................            15,966              11,762               8,193               6,101
     Selling, general and administrative......            20,066              17,196               9,897               8,707
     Management fees..........................                                 1,470                                     715
     Depreciation and amortization............            17,527              14,684               8,777               7,430
                                              ------------------  ------------------   -----------------  ------------------
                                                          53,559              45,112              26,867              22,953
                                              ------------------  ------------------   -----------------  ------------------
  
  OPERATING LOSS..............................            (6,079)             (8,524)             (2,576)             (3,941)
  
  OTHER (INCOME) EXPENSE
     Interest expense.........................            15,536              17,407               7,890               8,937
     Investment income........................            (2,680)             (4,489)               (976)             (2,260)
     Equity in net losses of affiliates.......             3,972              11,185               1,912               4,770
     Amalgamation costs.......................               145
     Exchange losses (gains) and other........            13,721                (850)              5,996                 898
                                              ------------------  ------------------   -----------------  ------------------
                                                          30,694              23,253              14,822              12,345
                                              ------------------  ------------------   -----------------  ------------------
  
  NET LOSS....................................           (36,773)            (31,777)            (17,398)            (16,286)
  
  ACCUMULATED DEFICIT
     Beginning of period .....................          (145,275)           (187,373)           (164,650)           (202,864)
                                              ------------------  ------------------   -----------------  ------------------
     End of period............................((UK Pound)182,048) ((UK Pound)219,150) ((UK Pound)182,048) ((UK Pound)219,150)
                                              ==================  ==================   =================  ==================
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                                     Six Months Ended June 30,
                                                                                      1999               1998
                                                                               ------------------  -----------------
                                                                                       (in (UK Pound)000's)
  <S>                                                                           <C>                <C>
  OPERATING ACTIVITIES
     Net loss..............................................................     ((UK Pound)36,773) ((UK Pound)31,777)
     Adjustments to reconcile net loss to net cash
      provided by operating activities:
       Depreciation and amortization.......................................                17,527             14,684
       Amortization on foreign exchange contracts..........................                 1,374              1,374
       Non-cash interest expense...........................................                15,179             13,301
       Non-cash investment income..........................................                (1,053)            (1,427)
       Exchange losses (gains).............................................                13,379             (2,590)
       Equity in net losses of affiliates..................................                 3,972             11,185
       Changes in operating assets and liabilities:
         Accounts receivable and other current assets......................                   (87)              (929)
         Accounts payable and accrued expenses.............................                 3,364              1,928
                                                                               ------------------  -----------------
  
           Net cash provided by operating activities.......................                16,882              5,749
                                                                               ------------------  -----------------
  
  FINANCING ACTIVITIES
     Repayments of debt....................................................                (1,209)            (1,124)
     Proceeds from borrowing...............................................                                   86,000
     Deferred financing costs..............................................                                   (1,634)
     Net transactions with affiliates......................................                   (94)              (365)
                                                                               ------------------  -----------------
  
           Net cash (used in) provided by financing activities.............                (1,303)            82,877
                                                                               ------------------  -----------------
  
  INVESTING ACTIVITIES
     Capital contributions and loans to affiliates.........................                                   (1,768)
     Fixed asset deposit with affiliate....................................               (51,915)
     Capital expenditures..................................................               (28,158)           (31,701)
     Additions to deferred charges.........................................                   (55)              (214)
                                                                               ------------------  -----------------
  
           Net cash (used in) investing activities.........................               (80,128)           (33,683)
                                                                               ------------------  -----------------
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.........................               (64,549)            54,943
  
  CASH AND CASH EQUIVALENTS, beginning of period...........................               103,451             37,372
                                                                               ------------------  -----------------
  
  CASH AND CASH EQUIVALENTS, end of period.................................      (UK Pound)38,902   (UK Pound)92,315
                                                                               ==================  =================
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1998 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated balance sheet as of June 30, 1999 and the condensed
       consolidated  statements of operations and accumulated  deficit for the six
       and  three  months  ended  June  30,  1999  and  1998  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1999
       and 1998 have been prepared by NTL (Bermuda)  Limited  (formerly Comcast UK
       Cable  Partners  Limited) (the  "Company") and have not been audited by the
       Company's  independent   auditors.  In  the  opinion  of  management,   all
       adjustments (which include only normal recurring  adjustments) necessary to
       present fairly the financial position, results of operations and cash flows
       as of June 30, 1999 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of  operations  for the period ended June 30, 1999
       are not necessarily indicative of operating results for the full year.
  
       Recent Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is required to be adopted in fiscal  years  beginning  after June 15, 2000.
       Management does not anticipate that the adoption of this standard will have
       a significant effect on earnings or the financial position of the Company.
  
  2.   AMALGAMATION WITH NTL
  
       On October 29, 1998, NTL Incorporated  ("NTL"),  NTL (Bermuda)  Limited,  a
       wholly  owned  subsidiary  of NTL,  and Comcast UK Cable  Partners  Limited
       ("Partners")  consummated a transaction (the  "Amalgamation"),  whereby NTL
       (Bermuda) Limited merged with Partners.
  
       Pursuant  to then  existing  arrangements  between  Partners  and  Telewest
       Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
       PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
       Cable"), Telewest had certain rights to acquire either or both of Partner's
       interests in these systems as a result of the  Amalgamation.  On August 14,
       1998, Partners and NTL entered into an agreement (the "Telewest Agreement")
       with  Telewest  relating to Partner's  ownership  interests  in  Birmingham
       Cable,  Partner's and Telewest's  respective  ownership  interests in Cable
       London  and  certain  other  related  matters.  Pursuant  to  the  Telewest
       Agreement,  Partners sold its 27.5% ownership  interest in Birmingham Cable
       to Telewest for (UK Pound)125 million, plus (UK Pound)5 million for certain
       subordinated  debt and fees.  Partners  and  Telewest  have also  agreed to
       rationalize  their joint  ownership of Cable  London  pursuant to an agreed
       procedure (the "Shoot-out").  Pursuant to this agreement, in July 1999, the
       Company  notified  Telewest of the price at which it is willing to sell its
       50%  ownership  interest  in Cable  London  to  Telewest.  Telewest  is now
       required to notify the Company in August 1999 whether it will  purchase the
       Company's 50% ownership  interest in Cable London or sell its 50% ownership
       interest in Cable  London to the Company.  NTL has  received an  indication
       from a prominent  investment  banking  firm of its  willingness  to provide
       financing  in the event that the  Company is the buyer of the Cable  London
       interest.
  
  3.   INVESTMENTS IN AFFILIATES
  
       Included in  investments in affiliates as of June 30, 1999 and December 31,
       1998 are  loans to Cable  London  of (UK  Pound)28.5  million  and  accrued
       interest of (UK Pound)9.7 million and (UK Pound)8.6 million,  respectively.
       The loans accrue interest at a rate
  
                                          5
  
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       of 2% above the  published  base lending  rate of Barclays  Bank plc (7.00%
       effective  rate as of June 30, 1999) and are  subordinate to Cable London's
       credit facility. Of these loans, (UK Pound)21.0 million as of June 30, 1999
       and December 31, 1998 are convertible  into ordinary shares of Cable London
       at a per share conversion price of (UK Pound)2.00.
  
       Although the Company is not contractually  committed to make any additional
       capital  contributions or advances to Cable London, it currently intends to
       fund its share of the amounts  necessary  for capital  expenditures  and to
       finance  operating  deficits.  Failure to do so could dilute the  Company's
       ownership interests in Cable London.
  
                                          6
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  
  <TABLE>
  <CAPTION>
                                                                    Birmingham           Cable
                                                                     Cable (1)          London             Combined
                                                                  -------------     -------------       -------------
                                                                  (UK Pound)000     (UK Pound)000       (UK Pound)000
  <S>                                                        <C>                  <C>                <C>
       SIX MONTHS ENDED JUNE 30, 1999
       Results of operations
           Service income................................                          (UK Pound)38,574
           Operating, selling, general and
             administrative expenses.....................                                   (27,265)
           Depreciation and amortization.................                                   (11,921)
           Operating loss................................                                      (612)
           Net loss......................................                                    (7,751)
           Company's equity in net loss..................                                    (3,972)
  
       THREE MONTHS ENDED JUNE 30, 1999
       Results of operations
           Service income................................                                    19,582
           Operating, selling, general and
             administrative expenses.....................                                   (13,686)
           Depreciation and amortization.................                                    (6,017)
           Operating loss................................                                      (121)
           Net loss......................................                                    (3,728)
           Company's equity in net loss..................                                    (1,912)
  
       AT JUNE 30, 1999
       Financial position
           Current assets................................                                    10,490
           Noncurrent assets.............................                                   193,526
           Current liabilities...........................                                    21,758
           Noncurrent liabilities........................                                   213,582
  
       SIX MONTHS ENDED JUNE 30, 1998
       Results of operations
           Service income................................     (UK Pound)37,975     (UK Pound)32,178    (UK Pound)70,153
           Operating, selling, general and
             administrative expenses.....................              (29,276)             (25,207)            (54,483)
           Depreciation and amortization.................              (13,742)             (10,976)            (24,718)
           Operating loss................................               (5,043)              (4,005)             (9,048)
           Net loss......................................              (19,078)             (11,530)            (30,608)
           Company's equity in net loss..................               (5,324)              (5,861)            (11,185)
  
       THREE MONTHS ENDED JUNE 30, 1998
       Results of operations
           Service income................................               19,196               16,243              35,439
           Operating, selling, general and
             administrative expenses.....................              (14,694)             (12,544)            (27,238)
           Depreciation and amortization.................               (7,256)              (5,520)            (12,776)
           Operating loss................................               (2,754)              (1,821)             (4,575)
           Net loss......................................               (6,733)              (5,660)            (12,393)
           Company's equity in net loss..................               (1,892)              (2,878)             (4,770)
  <FN>
  (1)  The Company sold its 27.5% interest in Birmingham Cable in October 1998.
  </FN>
  </TABLE>
                                          7
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  4.   JOINT PURCHASING ALLIANCE AGREEMENT
  
       Other assets includes a deposit of (UK Pound)51.3 million which will be
       utilized under a Joint Purchasing Alliance Agreement entered into between
       subsidiaries of the Company and Diamond Cable Communications plc
       ("Diamond"), a subsidiary of NTL, for combined fixed asset purchases.
  
  5.   CONTINGENCIES
  
       The Company is subject to legal proceedings and claims which arise in the
       ordinary course of its business. In the opinion of management, the amount
       of ultimate liability with respect to these actions will not materially
       affect the financial position, results of operations or liquidity of the
       Company.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest of (UK Pound)357,000 and (UK
       Pound)3.8 million during the six months ended June 30, 1999 and 1998,
       respectively.
  
       The Company's wholly owned subsidiaries incurred capital lease obligations
       of (UK Pound)138,000 and (UK Pound)1.7 million during the six months ended
       June 30, 1999 and 1998, respectively.
  
                                          9
  
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  NTL (Bermuda)  Limited (the  "Company")  and its  subsidiaries  are  principally
  engaged in the development,  construction, management and operation of companies
  in the UK  cable  and  telecommunications  industry.  As of June 30,  1999,  the
  Company had interests in three operations (the "Operating Companies"): Cambridge
  Holding Company Limited  ("Cambridge  Cable"),  in which the Company owns a 100%
  interest, two companies holding franchises for Darlington and Teesside,  England
  ("Teesside"),  in which the Company owns a 100%  interest,  and Cable London PLC
  ("Cable London"), in which the Company owns a 50% interest. The Company accounts
  for its  interests  in Cable London under the equity  method.  Birmingham  Cable
  Corporation  Limited  ("Birmingham  Cable") in which the  Company  owned a 27.5%
  interest was  accounted  for using the equity method in 1998 until the interests
  were sold to Telewest Communications plc ("Telewest") in October 1998.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.2  million  homes  and the
  businesses  within their  franchise  areas.  As of June 30, 1999,  the Operating
  Companies'  systems passed more than 937,000 homes or  approximately  79% of the
  homes in their franchise  areas and served more than 226,000 cable  subscribers,
  319,000  residential   telephony   subscribers  and  13,000  business  telephony
  subscribers.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the  Company  financed  its  cash  requirements  through  capital
  contributions  from its former  shareholders  and the issuance of common  stock,
  debentures  and other debt. In November  1995, the Company issued $517.3 million
  principal  amount at maturity  11.20% Senior  Discount  Debentures due 2007 (the
  "2007 Discount  Debentures").  Interest accretes on the 2007 Discount Debentures
  at 11.20% per annum compounded  semi-annually from November 15, 1995 to November
  15,  2000,  after  which date  interest  will be paid in cash on each May 15 and
  November 15 through  November 15, 2007.  The 2007  Discount  Debentures  contain
  restrictive covenants which limit the Company's ability to pay dividends.
  
  The Company has 9%  Subordinated  Notes payable to Comcast U.K.  Holdings,  Inc.
  which are due in  September  1999.  Principal  and accrued  interest due will be
  approximately (UK Pound)13 million.
  
  In August 1998, the Company and NTL Incorporated  entered into an agreement with
  Telewest  relating to the  Company's  and  Telewest's  respective  50% ownership
  interests  in Cable London and certain  other  related  matters  (the  "Telewest
  Agreement"). Pursuant to the Telewest Agreement, the Company and Telewest agreed
  to  rationalize  their joint  ownership  of Cable  London  pursuant to an agreed
  procedure  (the "Cable London  Shoot-out").  Pursuant to this  agreement in July
  1999, the Company notified  Telewest of the price at which it is willing to sell
  its 50%  ownership  in Cable  London to  Telewest.  Telewest is now  required to
  notify the Company in August 1999  whether it will  purchase the  Company's  50%
  ownership  interest in Cable London or sell its 50% ownership  interest in Cable
  London  to the  Company.  NTL  has  received  an  indication  from  a  prominent
  investment  banking firm of its  willingness  to provide  financing in the event
  that the Company is the buyer of the Cable London interest.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
  operating cash flow, or, if necessary,  to obtain external  financing,  although
  there can be no assurance that any such financing will be obtained on acceptable
  terms  and  conditions.   Except  for  its  working  capital  and  debt  service
  requirements,  the Company's cash needs will depend on  management's  investment
  decisions.   Investment  considerations  include  (i)  whether  further  capital
  contributions will be made to Cable London, (ii) whether the Operating Companies
  can obtain debt financing, (iii) whether the Operating Companies will be able to
  generate
  
                                          9
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  positive  operating cash flow, (iv) the timing of the build-out of the Operating
  Companies' systems, and (v) whether there may be future acquisitions,  including
  the Cable London Shoot-out.
  
  The Company  estimates that the Operating  Companies will require  approximately
  (UK Pound)61.0  million from July 1, 1999 through December 31, 1999, to continue
  the  build-out  of  their  systems.  Management  believes  that the  entire  (UK
  Pound)61.0 million required will be funded through the Joint Purchasing Alliance
  Agreement deposit of (UK Pound)51.3  million,  cash from operations or from cash
  on hand, and, for Cable London,  through cash from  operations,  cash on hand or
  drawdowns under currently existing credit facilities (subject to compliance with
  certain  financial and operating  covenants).  If such credit facilities are not
  available for drawdown,  the Company  expects that  Telewest,  its strategic and
  financial  partner in Cable  London,  will  provide  its  pro-rata  share of any
  required  fundings,  although Telewest is not contractually  obligated to do so.
  Thus,  no assurance of such funding can be given.  If Telewest  fails to provide
  such  financing,  Cable  London  will  be  required  to  seek  additional  funds
  elsewhere.  Such additional funds may come from the Company,  from new strategic
  and financial  partners,  from  borrowings  under new credit  facilities or from
  other sources,  although there can be no assurance that any such financing would
  be  available  on  acceptable  terms and  conditions.  The Company and  Telewest
  generally have veto rights over Cable London's debt financing decisions.
  
  Year 2000 Issue
  
  Strategy
  
  The Company's operations are conducted through its Operating Companies,  each of
  which has different  configurations of hardware and software. The Company itself
  is a holding  company with very limited  activities.  The Company uses  personal
  computers and software that are Year 2000 ready. Each of the Operating Companies
  is conducting  its own program for Year 2000  compliance.  Each of the Operating
  Companies has appointed a senior  manager to be  responsible  for achieving Year
  2000 readiness,  and has set up an internal  progress and review  process.  This
  includes  assessing the progress of  significant  vendors in achieving Year 2000
  readiness.  The  Cambridge  Cable  and  Teesside  Year 2000  programs  have been
  integrated into the NTL Incorporated program.
  
  Status to Date
  
  The  Operating   Companies  utilize  hardware  and  software  from  vendors  for
  substantially all of their activities,  including billing,  customer service and
  the operation of the network.  The Operating Companies,  therefore,  are working
  with these  third-party  vendors to ensure Year 2000  readiness.  The  Operating
  Companies  have  already  received  assurances  from vendors of its main service
  platforms, including vendors of its telephony switches, cable TV subsystems, and
  customer  management  systems ("CMS"),  with the exception of Cambridge  Cable's
  CMS,  that  they  expect  to be Year  2000  ready.  The  Cambridge  Cable CMS is
  currently being modified with completion  scheduled for September 1999. The cost
  of the  necessary  software  upgrades is  generally  included  in the  Operating
  Companies maintenance contracts with its vendors.
  
  Costs
  
  There are few major costs  directly  attributable  to the Year 2000  issues,  as
  suppliers will include any remedial software in their normal upgrade process.
  
  For the  smaller  systems,  such as PCs,  there  has been some  acceleration  of
  routine  replacement and upgrades to ensure all systems are Year 2000 ready. The
  Company  estimates  that this  acceleration  will  result in  approximately  (UK
  Pound)300,000 per Operating Company to be incurred throughout 1999.
  
                                         10
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  Risks
  
  The primary risks of a serious  business-affecting  Year 2000 problem arise from
  two separate external sources:
  
  First, a major utility (such as power, water, major  telecommunications  company
  or public sector entity) fails to operate at or after the Year 2000.  This risk,
  which is beyond the Company's control or ability to monitor, could significantly
  adversely affect the Company's financial condition and results of operations.
  
  Second, a supplier of mission critical software fails to timely deliver suitable
  Year 2000  software,  despite its written  assurances.  Any such  failure  could
  significantly  adversely affect the Company's financial condition and results of
  operations. The Operating Companies' Year 2000 project managers' primary task is
  to prevent such a failure.
  
  Contingency Plans
  
  Cambridge  Cable and  Teesside are  included in NTL  Incorporated's  contingency
  planning,  which is in process.  These plans are expected to be finalized in the
  third quarter of 1999.
  
  Condensed Consolidated Statements of Cash Flows
  
  Net cash provided by operating activities amounted to (UK Pound)16.9 million and
  (UK  Pound)5.7  million  for the six  months  ended  June  30,  1999  and  1998,
  respectively.  During the six months ended June 30, 1999,  net cash  provided by
  operating activities includes exchange losses of (UK Pound)13.4 million compared
  to gains of ((UK  Pound)2.6)  million in the prior period and changes in working
  capital as a result of the timing of receipts and disbursements.
  
  Net cash (used in) provided by financing  activities amounted to ((UK Pound)1.3)
  million and (UK  Pound)82.9  million for the six months  ended June 30, 1999 and
  1998, respectively. During the six months ended June 30, 1998, net cash provided
  by financing  activities  includes (UK Pound)86.0  million of borrowing  under a
  credit  facility  from a  consortium  of banks that was repaid in October  1998,
  offset by financing costs of (UK Pound)1.6 million.
  
  Net  cash  used in  investing  activities  was (UK  Pound)80.1  million  and (UK
  Pound)33.7   million  for  the  six  months   ended  June  30,  1999  and  1998,
  respectively.  During  the six  months  ended  June 30,  1999,  net cash used in
  investing activities includes the Joint Purchasing Alliance Agreement deposit of
  (UK Pound)51.9  million for combined purchases of fixed assets by NTL affiliates
  and capital expenditures of (UK Pound)28.2 million.  During the six months ended
  June  30,  1998,  net  cash  used  in  investing   activities  includes  capital
  expenditures of (UK Pound)31.7  million and capital  contributions  and loans to
  affiliates of (UK Pound)1.8 million.
  
                                         11
  
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  Results of Operations
  
  The Company
  
  Summarized consolidated financial information for the Company for the six and
  three months ended June 30, 1999 and 1998 is as follows (in thousands, "NM"
  denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                             Six Months Ended
                                                                 June 30,                   Increase/(Decrease)
                                                        1999                 1998             (UK Pound)       %
                                                 ------------------- -------------------- ------------------ -----
  <S>                                            <C>                  <C>                    <C>               <C>
  Revenues                                          (UK Pound)47,480     (UK Pound)36,588   (UK Pound)10,892    29.8%
  
  Operating, selling, general and administrative              36,032               28,958              7,074    24.4
    expenses
  Management fees                                                                   1,470             (1,470)     NM
                                                 ------------------- --------------------
  Operating income (loss) before depreciation
    and amortization (1)                                      11,448                6,160              5,288    85.8
  Depreciation and amortization                               17,527               14,684              2,843    19.4
                                                 ------------------- --------------------
  Operating loss                                              (6,079)              (8,524)            (2,445)  (28.7)
                                                 ------------------- --------------------
  Interest expense                                            15,536               17,407             (1,871)  (10.7)
  Investment income                                           (2,680)              (4,489)            (1,809)  (40.3)
  Equity in net losses of affiliates                           3,972               11,185             (7,213)  (64.5)
  Amalgamation costs                                             145                                     145      NM
  Exchange losses (gains) and other                           13,721                 (850)            14,571      NM
                                                 ------------------- --------------------
  Net loss                                         ((UK Pound)36,773)   ((UK Pound)31,777)   (UK Pound)4,996    15.7%
                                                 =================== ====================
  </TABLE>
  
  
  <TABLE>
  <CAPTION>
                                                            Three Months Ended
                                                                 June 30,                     Increase/(Decrease)
                                                        1999                 1998              (UK Pound)       %
                                                 ------------------- --------------------- ------------------ ------
  <S>                                             <C>                   <C>                 <C>                <C>
  Revenues                                          (UK Pound)24,291      (UK Pound)19,012   (UK Pound)5,279    27.8%
  Operating, selling, general and administrative              18,090                14,808             3,282    22.2
    expenses
  Management fees                                                                      715              (715)     NM
                                                 ------------------- ---------------------
  Operating income (loss) before depreciation
    and amortization (1)                                       6,201                 3,489             2,712    77.7
  Depreciation and amortization                                8,777                 7,430             1,347    18.1
                                                 ------------------- ---------------------
  Operating loss                                              (2,576)               (3,941)           (1,365)  (34.6)
                                                 ------------------- ---------------------
  Interest expense                                             7,890                 8,937            (1,047)  (11.7)
  Investment income                                             (976)               (2,260)           (1,284)  (56.8)
  Equity in net losses of affiliates                           1,912                 4,770            (2,858)  (60.0)
  Amalgamation costs
  Exchange losses (gains) and other                            5,996                   898            (5,098)     NM
                                                 ------------------- ---------------------
  Net loss                                         ((UK Pound)17,398)    ((UK Pound)16,286)  (UK Pound)1,112     6.8%
                                                 =================== =====================
  </TABLE>
  
  Substantially  all of the increases in revenues,  operating  expenses,  selling,
  general and  administrative  expenses and depreciation and amortization  expense
  for the six and three months ended June 30, 1999, as compared to the same period
  in 1998,  are  attributable  to the  effects  of the  continued  development  of
  Teesside's  and Cambridge  Cable's  operations and increased  business  activity
  resulting  from the  growth in the  number of  subscribers  in their  respective
  franchise  areas.  These  trends are  expected to continue  for the  foreseeable
  future.
  
  The Company's former parent and one of its former affiliates provided management
  services to the Company. The management agreement was terminated upon the
  Amalgamation with NTL Incorporated.
  
                                         12
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  Interest  expense for the six and three  months ended June 30, 1999 and 1998 was
  (UK Pound)15.5 million,  (UK Pound)17.4  million,  (UK Pound)7.9 million and (UK
  Pound)8.9 million, respectively, representing decreases of (UK Pound)1.9 million
  and (UK Pound)1.0 million from 1998 as compared to the same periods in 1999. The
  decreases  are  primarily  attributable  to the  repayment  of the  bank  credit
  facility in October 1998.
  
  Investment  income for the six and three months ended June 30, 1999 and 1998 was
  (UK  Pound)2.7  million,  (UK  Pound)4.5  million,  (UK  Pound)976,000  and  (UK
  Pound)2.3 million, respectively, representing decreases of (UK Pound)1.8 million
  and (UK Pound)1.3 million from 1998 as compared to the same periods in 1999. The
  decreases are primarily due to decreases in the average cash balances  available
  for investment in 1999 as compared to the same period in 1998.
  
  Equity in net losses of  affiliates  for the six and three months ended June 30,
  1999 and 1998 was (UK Pound)4.0 million,  (UK Pound)11.2 million,  (UK Pound)1.9
  million and (UK Pound)4.8 million,  respectively,  representing decreases of (UK
  Pound)7.2  million and (UK  Pound)2.9  million from 1998 as compared to the same
  periods in 1999.  The  decreases  are  attributable  to reduced  losses of Cable
  London in 1999 and the sale of Birmingham Cable in October 1998.
  
  The  Company  incurred  costs  of  (UK  Pound)145,000  in  1999  related  to the
  Amalgamation with NTL Incorporated.
  
  Exchange  losses  (gains) and other for the six and three  months ended June 30,
  1999 and 1998 were (UK Pound)13.7 million,  ((UK  Pound)850,000),  (UK Pound)6.0
  million  and (UK  Pound)898,000,  respectively,  representing  a changes  of (UK
  Pound)14.6  million and (UK Pound)5.1  million from 1998 as compared to the same
  periods  in  1999.  These  changes   primarily   resulted  from  the  impact  of
  fluctuations  in the  valuation  of the UK Pound  Sterling on the 2007  Discount
  Debentures, which are denominated in United States ("US") dollars. The Company's
  results  of   operations   will   continue  to  be  affected  by  exchange  rate
  fluctuations.
  
  
                                         13
  <PAGE>
                                        NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                                       FORM 10-Q
                                              QUARTER ENDED JUNE 30, 1999
  
  
  ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
  There have not been any material  changes in the reported market risks since the
  end of the most recent fiscal year.
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
  The Company and the Operating  Companies are not party to litigation  which,  in
  the opinion of the Company's management,  will have a material adverse effect on
  the Company's financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 27.0 Financial Data Schedule.
  
            (b)  Reports on Form 8-K:
  
                 No  reports  on Form 8-K were  filed by the  Company  during  the
                 quarter ended June 30, 1999.
  
  
  
                                         14
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
                                      SIGNATURE
  
  Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
  
                                             NTL (BERMUDA) LIMITED
                                             ------------------------------------
  
  
  
  
  
  
  Date: August 12, 1999                      By: /s/ J. Barclay Knapp
                                             ------------------------------------
                                             J. Barclay Knapp
                                             President and Chief Executive Officer
  
  
  
  
  
  Date: August 12, 1999                      By: /s/ Gregg Gorelick
                                             ------------------------------------
                                             Gregg Gorelick
                                             Vice President - Controller
                                             (Principal Accounting Officer)
  
                                         15
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 54735}]
metadata_filer: {"company-data": {"conformed-name": "NTL BERMUDA LTD", "cik": "0000919957", "assigned-sic": "4841", "irs-number": "000000000", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-24792", "film-number": "99690322"}, "business-address": {"street1": "CEDAR HOUSE", "street2": "41 CEDAR AVENUE", "city": "HAMILTON", "state": "D0", "zip": "HM12", "phone": "4412952244"}, "mail-address": {"street1": "110 EAST 59TH STREET", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "COMCAST UK CABLE PARTNERS LTD", "date-changed": "19940309"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                    JUNE 30, 1999
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                                NTL (BERMUDA) LIMITED
               (Exact name of registrant as specified in its charter)
  
            Bermuda                                          Not Applicable
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)
  
                  Cedar House                      Secretary NTL Incorporated
                41 Cedar Avenue                       110 East 59th Street
           Hamilton, HM 12, Bermuda                    New York, NY 10022
                (441) 295-2244                           (212) 906-8440
  --------------------------------------------------------------------------------
      (Address, including zip code, and        (Name, address, including zip code,
     telephone number, including area code,      and telephone number, including
  of Registrant's principal executive offices)    area code, of agent for service)
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding twelve months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such requirements
  for the past 90 days.
  
           Yes  _X_                                          No ___
  
                             --------------------------
  
  As of June 30, 1999, there were 800,000 shares of the Registrant's common stock
  outstanding. The Registrant is an indirect, wholly owned subsidiary of NTL
  Incorporated and there is no market for the Registrant's Common Stock.
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheets as of
                      June 30, 1999 (Unaudited) and December 31, 1998..........2
  
                      Condensed Consolidated Statements of Operations and
                      Accumulated Deficit for the Six and Three Months Ended
                      June 30, 1999 and 1998 (Unaudited).......................3
  
                      Condensed Consolidated Statements of Cash Flows
                      for the Six Months Ended June 30, 1999 and 1998
                      (Unaudited)..............................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 8
  
            Item 2.   Management's Discussion and Analysis of
                      Financial Condition and Results of Operations.......9 - 13
  
            Item 3.   Quantitative and Qualitative Disclosures About
                      Market Risk.............................................14
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................14
  
            Item 6.   Exhibits and Reports on Form 8-K........................14
  
            SIGNATURE.........................................................15
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf of, the  Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive; Year 2000 readiness; future acquisitions; strategic partnerships and
  divestitures;  general  business and economic  conditions in the United Kingdom;
  and other risks  detailed  from time to time in the Company's  periodic  reports
  filed with the Securities and Exchange Commission.
  
                                          1
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                     (Unaudited)
  June 30,          December 31,
                                                                                           1999               1998
                                                                                    ----------------     ---------------
                                                                                    (in (UK Pound)000's, except share data)
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents................................................     (UK Pound)38,902  (UK Pound)103,451
      Accounts receivable, less allowance for doubtful accounts of
         (UK Pound)3,630 (1999) and (UK Pound)2,840 (1998).....................                5,470              5,603
      Other current assets.....................................................                5,624              5,404
                                                                                    ----------------  -----------------
      Total current assets.....................................................               49,996            114,458
                                                                                    ----------------  -----------------
  
  INVESTMENT IN CABLE LONDON PLC...............................................               25,267             28,080
                                                                                    ----------------  -----------------
  
  PROPERTY AND EQUIPMENT.......................................................              408,221            379,446
      Accumulated depreciation ................................................              (72,162)           (57,624)
                                                                                    ----------------  -----------------
      Property and equipment, net..............................................              336,059            321,822
                                                                                    ----------------  -----------------
  
  DEFERRED CHARGES.............................................................               58,324             58,269
      Accumulated amortization.................................................              (18,330)           (15,493)
                                                                                    ----------------  -----------------
      Deferred charges, net....................................................               39,994             42,776
                                                                                    ----------------  -----------------
  
  OTHER ASSETS.................................................................               55,098              5,188
                                                                                    ----------------  -----------------
  
                                                                                   (UK Pound)506,414  (UK Pound)512,324
                                                                                    ================  -================
  LIABILITIES AND SHAREHOLDER'S EQUITY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses....................................     (UK Pound)28,538   (UK Pound)25,162
      Current portion of long-term debt........................................                1,358              1,966
      Note payable to Comcast U.K. Holdings, Inc...............................               12,859             12,310
                                                                                    ----------------  -----------------
         Total current liabilities.............................................               42,755             39,438
                                                                                    ----------------  -----------------
  
  LONG-TERM DEBT, less current portion.........................................              286,650            259,104
                                                                                    ----------------  -----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDER'S EQUITY
      Common stock, (UK Pound).01 par value - authorized and issued 800,000 shares                 8                  8
      Additional capital.......................................................              359,049            359,049
      Accumulated deficit......................................................             (182,048)          (145,275)
                                                                                    ----------------  -----------------
         Total shareholder's equity............................................              177,009            213,782
                                                                                    ----------------  -----------------
                                                                                   (UK Pound)506,414  (UK Pound)512,324
                                                                                    ================  -================
  Note:  The balance  sheet at December 31, 1998 has been derived from the audited
  financial statements at that date.
  
  See notes to condensed consolidated financial statements.
  
                                          2
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  Six Months Ended                       Three Months Ended
                                                             June 30,                                June 30,
                                                     1999               1998                 1999                 1998
                                              ------------------  ------------------   -----------------  ------------------
                                                                         (in (UK Pound)000's)
  REVENUES
     Service income...........................  (UK Pound)47,480    (UK Pound)36,027    (UK Pound)24,291    (UK Pound)18,725
     Consulting fee income....................                                   561                                     287
                                              ------------------  ------------------   -----------------  ------------------
                                                          47,480              36,588              24,291              19,012
                                              ------------------  ------------------   -----------------  ------------------
  
  COSTS AND EXPENSES
     Operating................................            15,966              11,762               8,193               6,101
     Selling, general and administrative......            20,066              17,196               9,897               8,707
     Management fees..........................                                 1,470                                     715
     Depreciation and amortization............            17,527              14,684               8,777               7,430
                                              ------------------  ------------------   -----------------  ------------------
                                                          53,559              45,112              26,867              22,953
                                              ------------------  ------------------   -----------------  ------------------
  
  OPERATING LOSS..............................            (6,079)             (8,524)             (2,576)             (3,941)
  
  OTHER (INCOME) EXPENSE
     Interest expense.........................            15,536              17,407               7,890               8,937
     Investment income........................            (2,680)             (4,489)               (976)             (2,260)
     Equity in net losses of affiliates.......             3,972              11,185               1,912               4,770
     Amalgamation costs.......................               145
     Exchange losses (gains) and other........            13,721                (850)              5,996                 898
                                              ------------------  ------------------   -----------------  ------------------
                                                          30,694              23,253              14,822              12,345
                                              ------------------  ------------------   -----------------  ------------------
  
  NET LOSS....................................           (36,773)            (31,777)            (17,398)            (16,286)
  
  ACCUMULATED DEFICIT
     Beginning of period .....................          (145,275)           (187,373)           (164,650)           (202,864)
                                              ------------------  ------------------   -----------------  ------------------
     End of period............................((UK Pound)182,048) ((UK Pound)219,150) ((UK Pound)182,048) ((UK Pound)219,150)
                                              ==================  ==================   =================  ==================
  See notes to condensed consolidated financial statements.
  
                                          3
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
  Six Months Ended June 30,
                                                                                      1999               1998
                                                                               ------------------  -----------------
                                                                                       (in (UK Pound)000's)
  OPERATING ACTIVITIES
     Net loss..............................................................     ((UK Pound)36,773) ((UK Pound)31,777)
     Adjustments to reconcile net loss to net cash
      provided by operating activities:
       Depreciation and amortization.......................................                17,527             14,684
       Amortization on foreign exchange contracts..........................                 1,374              1,374
       Non-cash interest expense...........................................                15,179             13,301
       Non-cash investment income..........................................                (1,053)            (1,427)
       Exchange losses (gains).............................................                13,379             (2,590)
       Equity in net losses of affiliates..................................                 3,972             11,185
       Changes in operating assets and liabilities:
         Accounts receivable and other current assets......................                   (87)              (929)
         Accounts payable and accrued expenses.............................                 3,364              1,928
                                                                               ------------------  -----------------
  
           Net cash provided by operating activities.......................                16,882              5,749
                                                                               ------------------  -----------------
  
  FINANCING ACTIVITIES
     Repayments of debt....................................................                (1,209)            (1,124)
     Proceeds from borrowing...............................................                                   86,000
     Deferred financing costs..............................................                                   (1,634)
     Net transactions with affiliates......................................                   (94)              (365)
                                                                               ------------------  -----------------
  
           Net cash (used in) provided by financing activities.............                (1,303)            82,877
                                                                               ------------------  -----------------
  
  INVESTING ACTIVITIES
     Capital contributions and loans to affiliates.........................                                   (1,768)
     Fixed asset deposit with affiliate....................................               (51,915)
     Capital expenditures..................................................               (28,158)           (31,701)
     Additions to deferred charges.........................................                   (55)              (214)
                                                                               ------------------  -----------------
  
           Net cash (used in) investing activities.........................               (80,128)           (33,683)
                                                                               ------------------  -----------------
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.........................               (64,549)            54,943
  
  CASH AND CASH EQUIVALENTS, beginning of period...........................               103,451             37,372
                                                                               ------------------  -----------------
  
  CASH AND CASH EQUIVALENTS, end of period.................................      (UK Pound)38,902   (UK Pound)92,315
                                                                               ==================  =================
  See notes to condensed consolidated financial statements.
  
                                          4
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1998 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated balance sheet as of June 30, 1999 and the condensed
       consolidated  statements of operations and accumulated  deficit for the six
       and  three  months  ended  June  30,  1999  and  1998  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1999
       and 1998 have been prepared by NTL (Bermuda)  Limited  (formerly Comcast UK
       Cable  Partners  Limited) (the  "Company") and have not been audited by the
       Company's  independent   auditors.  In  the  opinion  of  management,   all
       adjustments (which include only normal recurring  adjustments) necessary to
       present fairly the financial position, results of operations and cash flows
       as of June 30, 1999 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of  operations  for the period ended June 30, 1999
       are not necessarily indicative of operating results for the full year.
  
       Recent Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is required to be adopted in fiscal  years  beginning  after June 15, 2000.
       Management does not anticipate that the adoption of this standard will have
       a significant effect on earnings or the financial position of the Company.
  
  2.   AMALGAMATION WITH NTL
  
       On October 29, 1998, NTL Incorporated  ("NTL"),  NTL (Bermuda)  Limited,  a
       wholly  owned  subsidiary  of NTL,  and Comcast UK Cable  Partners  Limited
       ("Partners")  consummated a transaction (the  "Amalgamation"),  whereby NTL
       (Bermuda) Limited merged with Partners.
  
       Pursuant  to then  existing  arrangements  between  Partners  and  Telewest
       Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
       PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
       Cable"), Telewest had certain rights to acquire either or both of Partner's
       interests in these systems as a result of the  Amalgamation.  On August 14,
       1998, Partners and NTL entered into an agreement (the "Telewest Agreement")
       with  Telewest  relating to Partner's  ownership  interests  in  Birmingham
       Cable,  Partner's and Telewest's  respective  ownership  interests in Cable
       London  and  certain  other  related  matters.  Pursuant  to  the  Telewest
       Agreement,  Partners sold its 27.5% ownership  interest in Birmingham Cable
       to Telewest for (UK Pound)125 million, plus (UK Pound)5 million for certain
       subordinated  debt and fees.  Partners  and  Telewest  have also  agreed to
       rationalize  their joint  ownership of Cable  London  pursuant to an agreed
       procedure (the "Shoot-out").  Pursuant to this agreement, in July 1999, the
       Company  notified  Telewest of the price at which it is willing to sell its
       50%  ownership  interest  in Cable  London  to  Telewest.  Telewest  is now
       required to notify the Company in August 1999 whether it will  purchase the
       Company's 50% ownership  interest in Cable London or sell its 50% ownership
       interest in Cable  London to the Company.  NTL has  received an  indication
       from a prominent  investment  banking  firm of its  willingness  to provide
       financing  in the event that the  Company is the buyer of the Cable  London
       interest.
  
  3.   INVESTMENTS IN AFFILIATES
  
       Included in  investments in affiliates as of June 30, 1999 and December 31,
       1998 are  loans to Cable  London  of (UK  Pound)28.5  million  and  accrued
       interest of (UK Pound)9.7 million and (UK Pound)8.6 million,  respectively.
       The loans accrue interest at a rate
  
                                          5
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       of 2% above the  published  base lending  rate of Barclays  Bank plc (7.00%
       effective  rate as of June 30, 1999) and are  subordinate to Cable London's
       credit facility. Of these loans, (UK Pound)21.0 million as of June 30, 1999
       and December 31, 1998 are convertible  into ordinary shares of Cable London
       at a per share conversion price of (UK Pound)2.00.
  
       Although the Company is not contractually  committed to make any additional
       capital  contributions or advances to Cable London, it currently intends to
       fund its share of the amounts  necessary  for capital  expenditures  and to
       finance  operating  deficits.  Failure to do so could dilute the  Company's
       ownership interests in Cable London.
  
                                          6
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  Birmingham           Cable
                                                                     Cable (1)          London             Combined
                                                                  -------------     -------------       -------------
                                                                  (UK Pound)000     (UK Pound)000       (UK Pound)000
  SIX MONTHS ENDED JUNE 30, 1999
       Results of operations
           Service income................................                          (UK Pound)38,574
           Operating, selling, general and
             administrative expenses.....................                                   (27,265)
           Depreciation and amortization.................                                   (11,921)
           Operating loss................................                                      (612)
           Net loss......................................                                    (7,751)
           Company's equity in net loss..................                                    (3,972)
  
       THREE MONTHS ENDED JUNE 30, 1999
       Results of operations
           Service income................................                                    19,582
           Operating, selling, general and
             administrative expenses.....................                                   (13,686)
           Depreciation and amortization.................                                    (6,017)
           Operating loss................................                                      (121)
           Net loss......................................                                    (3,728)
           Company's equity in net loss..................                                    (1,912)
  
       AT JUNE 30, 1999
       Financial position
           Current assets................................                                    10,490
           Noncurrent assets.............................                                   193,526
           Current liabilities...........................                                    21,758
           Noncurrent liabilities........................                                   213,582
  
       SIX MONTHS ENDED JUNE 30, 1998
       Results of operations
           Service income................................     (UK Pound)37,975     (UK Pound)32,178    (UK Pound)70,153
           Operating, selling, general and
             administrative expenses.....................              (29,276)             (25,207)            (54,483)
           Depreciation and amortization.................              (13,742)             (10,976)            (24,718)
           Operating loss................................               (5,043)              (4,005)             (9,048)
           Net loss......................................              (19,078)             (11,530)            (30,608)
           Company's equity in net loss..................               (5,324)              (5,861)            (11,185)
  
       THREE MONTHS ENDED JUNE 30, 1998
       Results of operations
           Service income................................               19,196               16,243              35,439
           Operating, selling, general and
             administrative expenses.....................              (14,694)             (12,544)            (27,238)
           Depreciation and amortization.................               (7,256)              (5,520)            (12,776)
           Operating loss................................               (2,754)              (1,821)             (4,575)
           Net loss......................................               (6,733)              (5,660)            (12,393)
           Company's equity in net loss..................               (1,892)              (2,878)             (4,770)
  (1)  The Company sold its 27.5% interest in Birmingham Cable in October 1998.
  7
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  4.   JOINT PURCHASING ALLIANCE AGREEMENT
  
       Other assets includes a deposit of (UK Pound)51.3 million which will be
       utilized under a Joint Purchasing Alliance Agreement entered into between
       subsidiaries of the Company and Diamond Cable Communications plc
       ("Diamond"), a subsidiary of NTL, for combined fixed asset purchases.
  
  5.   CONTINGENCIES
  
       The Company is subject to legal proceedings and claims which arise in the
       ordinary course of its business. In the opinion of management, the amount
       of ultimate liability with respect to these actions will not materially
       affect the financial position, results of operations or liquidity of the
       Company.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest of (UK Pound)357,000 and (UK
       Pound)3.8 million during the six months ended June 30, 1999 and 1998,
       respectively.
  
       The Company's wholly owned subsidiaries incurred capital lease obligations
       of (UK Pound)138,000 and (UK Pound)1.7 million during the six months ended
       June 30, 1999 and 1998, respectively.
  
                                          9
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  NTL (Bermuda)  Limited (the  "Company")  and its  subsidiaries  are  principally
  engaged in the development,  construction, management and operation of companies
  in the UK  cable  and  telecommunications  industry.  As of June 30,  1999,  the
  Company had interests in three operations (the "Operating Companies"): Cambridge
  Holding Company Limited  ("Cambridge  Cable"),  in which the Company owns a 100%
  interest, two companies holding franchises for Darlington and Teesside,  England
  ("Teesside"),  in which the Company owns a 100%  interest,  and Cable London PLC
  ("Cable London"), in which the Company owns a 50% interest. The Company accounts
  for its  interests  in Cable London under the equity  method.  Birmingham  Cable
  Corporation  Limited  ("Birmingham  Cable") in which the  Company  owned a 27.5%
  interest was  accounted  for using the equity method in 1998 until the interests
  were sold to Telewest Communications plc ("Telewest") in October 1998.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.2  million  homes  and the
  businesses  within their  franchise  areas.  As of June 30, 1999,  the Operating
  Companies'  systems passed more than 937,000 homes or  approximately  79% of the
  homes in their franchise  areas and served more than 226,000 cable  subscribers,
  319,000  residential   telephony   subscribers  and  13,000  business  telephony
  subscribers.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the  Company  financed  its  cash  requirements  through  capital
  contributions  from its former  shareholders  and the issuance of common  stock,
  debentures  and other debt. In November  1995, the Company issued $517.3 million
  principal  amount at maturity  11.20% Senior  Discount  Debentures due 2007 (the
  "2007 Discount  Debentures").  Interest accretes on the 2007 Discount Debentures
  at 11.20% per annum compounded  semi-annually from November 15, 1995 to November
  15,  2000,  after  which date  interest  will be paid in cash on each May 15 and
  November 15 through  November 15, 2007.  The 2007  Discount  Debentures  contain
  restrictive covenants which limit the Company's ability to pay dividends.
  
  The Company has 9%  Subordinated  Notes payable to Comcast U.K.  Holdings,  Inc.
  which are due in  September  1999.  Principal  and accrued  interest due will be
  approximately (UK Pound)13 million.
  
  In August 1998, the Company and NTL Incorporated  entered into an agreement with
  Telewest  relating to the  Company's  and  Telewest's  respective  50% ownership
  interests  in Cable London and certain  other  related  matters  (the  "Telewest
  Agreement"). Pursuant to the Telewest Agreement, the Company and Telewest agreed
  to  rationalize  their joint  ownership  of Cable  London  pursuant to an agreed
  procedure  (the "Cable London  Shoot-out").  Pursuant to this  agreement in July
  1999, the Company notified  Telewest of the price at which it is willing to sell
  its 50%  ownership  in Cable  London to  Telewest.  Telewest is now  required to
  notify the Company in August 1999  whether it will  purchase the  Company's  50%
  ownership  interest in Cable London or sell its 50% ownership  interest in Cable
  London  to the  Company.  NTL  has  received  an  indication  from  a  prominent
  investment  banking firm of its  willingness  to provide  financing in the event
  that the Company is the buyer of the Cable London interest.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
  operating cash flow, or, if necessary,  to obtain external  financing,  although
  there can be no assurance that any such financing will be obtained on acceptable
  terms  and  conditions.   Except  for  its  working  capital  and  debt  service
  requirements,  the Company's cash needs will depend on  management's  investment
  decisions.   Investment  considerations  include  (i)  whether  further  capital
  contributions will be made to Cable London, (ii) whether the Operating Companies
  can obtain debt financing, (iii) whether the Operating Companies will be able to
  generate
  
                                          9
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  positive  operating cash flow, (iv) the timing of the build-out of the Operating
  Companies' systems, and (v) whether there may be future acquisitions,  including
  the Cable London Shoot-out.
  
  The Company  estimates that the Operating  Companies will require  approximately
  (UK Pound)61.0  million from July 1, 1999 through December 31, 1999, to continue
  the  build-out  of  their  systems.  Management  believes  that the  entire  (UK
  Pound)61.0 million required will be funded through the Joint Purchasing Alliance
  Agreement deposit of (UK Pound)51.3  million,  cash from operations or from cash
  on hand, and, for Cable London,  through cash from  operations,  cash on hand or
  drawdowns under currently existing credit facilities (subject to compliance with
  certain  financial and operating  covenants).  If such credit facilities are not
  available for drawdown,  the Company  expects that  Telewest,  its strategic and
  financial  partner in Cable  London,  will  provide  its  pro-rata  share of any
  required  fundings,  although Telewest is not contractually  obligated to do so.
  Thus,  no assurance of such funding can be given.  If Telewest  fails to provide
  such  financing,  Cable  London  will  be  required  to  seek  additional  funds
  elsewhere.  Such additional funds may come from the Company,  from new strategic
  and financial  partners,  from  borrowings  under new credit  facilities or from
  other sources,  although there can be no assurance that any such financing would
  be  available  on  acceptable  terms and  conditions.  The Company and  Telewest
  generally have veto rights over Cable London's debt financing decisions.
  
  Year 2000 Issue
  
  Strategy
  
  The Company's operations are conducted through its Operating Companies,  each of
  which has different  configurations of hardware and software. The Company itself
  is a holding  company with very limited  activities.  The Company uses  personal
  computers and software that are Year 2000 ready. Each of the Operating Companies
  is conducting  its own program for Year 2000  compliance.  Each of the Operating
  Companies has appointed a senior  manager to be  responsible  for achieving Year
  2000 readiness,  and has set up an internal  progress and review  process.  This
  includes  assessing the progress of  significant  vendors in achieving Year 2000
  readiness.  The  Cambridge  Cable  and  Teesside  Year 2000  programs  have been
  integrated into the NTL Incorporated program.
  
  Status to Date
  
  The  Operating   Companies  utilize  hardware  and  software  from  vendors  for
  substantially all of their activities,  including billing,  customer service and
  the operation of the network.  The Operating Companies,  therefore,  are working
  with these  third-party  vendors to ensure Year 2000  readiness.  The  Operating
  Companies  have  already  received  assurances  from vendors of its main service
  platforms, including vendors of its telephony switches, cable TV subsystems, and
  customer  management  systems ("CMS"),  with the exception of Cambridge  Cable's
  CMS,  that  they  expect  to be Year  2000  ready.  The  Cambridge  Cable CMS is
  currently being modified with completion  scheduled for September 1999. The cost
  of the  necessary  software  upgrades is  generally  included  in the  Operating
  Companies maintenance contracts with its vendors.
  
  Costs
  
  There are few major costs  directly  attributable  to the Year 2000  issues,  as
  suppliers will include any remedial software in their normal upgrade process.
  
  For the  smaller  systems,  such as PCs,  there  has been some  acceleration  of
  routine  replacement and upgrades to ensure all systems are Year 2000 ready. The
  Company  estimates  that this  acceleration  will  result in  approximately  (UK
  Pound)300,000 per Operating Company to be incurred throughout 1999.
  
                                         10
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Risks
  
  The primary risks of a serious  business-affecting  Year 2000 problem arise from
  two separate external sources:
  
  First, a major utility (such as power, water, major  telecommunications  company
  or public sector entity) fails to operate at or after the Year 2000.  This risk,
  which is beyond the Company's control or ability to monitor, could significantly
  adversely affect the Company's financial condition and results of operations.
  
  Second, a supplier of mission critical software fails to timely deliver suitable
  Year 2000  software,  despite its written  assurances.  Any such  failure  could
  significantly  adversely affect the Company's financial condition and results of
  operations. The Operating Companies' Year 2000 project managers' primary task is
  to prevent such a failure.
  
  Contingency Plans
  
  Cambridge  Cable and  Teesside are  included in NTL  Incorporated's  contingency
  planning,  which is in process.  These plans are expected to be finalized in the
  third quarter of 1999.
  
  Condensed Consolidated Statements of Cash Flows
  
  Net cash provided by operating activities amounted to (UK Pound)16.9 million and
  (UK  Pound)5.7  million  for the six  months  ended  June  30,  1999  and  1998,
  respectively.  During the six months ended June 30, 1999,  net cash  provided by
  operating activities includes exchange losses of (UK Pound)13.4 million compared
  to gains of ((UK  Pound)2.6)  million in the prior period and changes in working
  capital as a result of the timing of receipts and disbursements.
  
  Net cash (used in) provided by financing  activities amounted to ((UK Pound)1.3)
  million and (UK  Pound)82.9  million for the six months  ended June 30, 1999 and
  1998, respectively. During the six months ended June 30, 1998, net cash provided
  by financing  activities  includes (UK Pound)86.0  million of borrowing  under a
  credit  facility  from a  consortium  of banks that was repaid in October  1998,
  offset by financing costs of (UK Pound)1.6 million.
  
  Net  cash  used in  investing  activities  was (UK  Pound)80.1  million  and (UK
  Pound)33.7   million  for  the  six  months   ended  June  30,  1999  and  1998,
  respectively.  During  the six  months  ended  June 30,  1999,  net cash used in
  investing activities includes the Joint Purchasing Alliance Agreement deposit of
  (UK Pound)51.9  million for combined purchases of fixed assets by NTL affiliates
  and capital expenditures of (UK Pound)28.2 million.  During the six months ended
  June  30,  1998,  net  cash  used  in  investing   activities  includes  capital
  expenditures of (UK Pound)31.7  million and capital  contributions  and loans to
  affiliates of (UK Pound)1.8 million.
  
                                         11
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Results of Operations
  
  The Company
  
  Summarized consolidated financial information for the Company for the six and
  three months ended June 30, 1999 and 1998 is as follows (in thousands, "NM"
  denotes percentage is not meaningful):
  Six Months Ended
                                                                 June 30,                   Increase/(Decrease)
                                                        1999                 1998             (UK Pound)       %
                                                 ------------------- -------------------- ------------------ -----
  Revenues                                          (UK Pound)47,480     (UK Pound)36,588   (UK Pound)10,892    29.8%
  
  Operating, selling, general and administrative              36,032               28,958              7,074    24.4
    expenses
  Management fees                                                                   1,470             (1,470)     NM
                                                 ------------------- --------------------
  Operating income (loss) before depreciation
    and amortization (1)                                      11,448                6,160              5,288    85.8
  Depreciation and amortization                               17,527               14,684              2,843    19.4
                                                 ------------------- --------------------
  Operating loss                                              (6,079)              (8,524)            (2,445)  (28.7)
                                                 ------------------- --------------------
  Interest expense                                            15,536               17,407             (1,871)  (10.7)
  Investment income                                           (2,680)              (4,489)            (1,809)  (40.3)
  Equity in net losses of affiliates                           3,972               11,185             (7,213)  (64.5)
  Amalgamation costs                                             145                                     145      NM
  Exchange losses (gains) and other                           13,721                 (850)            14,571      NM
                                                 ------------------- --------------------
  Net loss                                         ((UK Pound)36,773)   ((UK Pound)31,777)   (UK Pound)4,996    15.7%
                                                 =================== ====================
  Three Months Ended
                                                                 June 30,                     Increase/(Decrease)
                                                        1999                 1998              (UK Pound)       %
                                                 ------------------- --------------------- ------------------ ------
  Revenues                                          (UK Pound)24,291      (UK Pound)19,012   (UK Pound)5,279    27.8%
  Operating, selling, general and administrative              18,090                14,808             3,282    22.2
    expenses
  Management fees                                                                      715              (715)     NM
                                                 ------------------- ---------------------
  Operating income (loss) before depreciation
    and amortization (1)                                       6,201                 3,489             2,712    77.7
  Depreciation and amortization                                8,777                 7,430             1,347    18.1
                                                 ------------------- ---------------------
  Operating loss                                              (2,576)               (3,941)           (1,365)  (34.6)
                                                 ------------------- ---------------------
  Interest expense                                             7,890                 8,937            (1,047)  (11.7)
  Investment income                                             (976)               (2,260)           (1,284)  (56.8)
  Equity in net losses of affiliates                           1,912                 4,770            (2,858)  (60.0)
  Amalgamation costs
  Exchange losses (gains) and other                            5,996                   898            (5,098)     NM
                                                 ------------------- ---------------------
  Net loss                                         ((UK Pound)17,398)    ((UK Pound)16,286)  (UK Pound)1,112     6.8%
                                                 =================== =====================
  Substantially  all of the increases in revenues,  operating  expenses,  selling,
  general and  administrative  expenses and depreciation and amortization  expense
  for the six and three months ended June 30, 1999, as compared to the same period
  in 1998,  are  attributable  to the  effects  of the  continued  development  of
  Teesside's  and Cambridge  Cable's  operations and increased  business  activity
  resulting  from the  growth in the  number of  subscribers  in their  respective
  franchise  areas.  These  trends are  expected to continue  for the  foreseeable
  future.
  
  The Company's former parent and one of its former affiliates provided management
  services to the Company. The management agreement was terminated upon the
  Amalgamation with NTL Incorporated.
  
                                         12
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Interest  expense for the six and three  months ended June 30, 1999 and 1998 was
  (UK Pound)15.5 million,  (UK Pound)17.4  million,  (UK Pound)7.9 million and (UK
  Pound)8.9 million, respectively, representing decreases of (UK Pound)1.9 million
  and (UK Pound)1.0 million from 1998 as compared to the same periods in 1999. The
  decreases  are  primarily  attributable  to the  repayment  of the  bank  credit
  facility in October 1998.
  
  Investment  income for the six and three months ended June 30, 1999 and 1998 was
  (UK  Pound)2.7  million,  (UK  Pound)4.5  million,  (UK  Pound)976,000  and  (UK
  Pound)2.3 million, respectively, representing decreases of (UK Pound)1.8 million
  and (UK Pound)1.3 million from 1998 as compared to the same periods in 1999. The
  decreases are primarily due to decreases in the average cash balances  available
  for investment in 1999 as compared to the same period in 1998.
  
  Equity in net losses of  affiliates  for the six and three months ended June 30,
  1999 and 1998 was (UK Pound)4.0 million,  (UK Pound)11.2 million,  (UK Pound)1.9
  million and (UK Pound)4.8 million,  respectively,  representing decreases of (UK
  Pound)7.2  million and (UK  Pound)2.9  million from 1998 as compared to the same
  periods in 1999.  The  decreases  are  attributable  to reduced  losses of Cable
  London in 1999 and the sale of Birmingham Cable in October 1998.
  
  The  Company  incurred  costs  of  (UK  Pound)145,000  in  1999  related  to the
  Amalgamation with NTL Incorporated.
  
  Exchange  losses  (gains) and other for the six and three  months ended June 30,
  1999 and 1998 were (UK Pound)13.7 million,  ((UK  Pound)850,000),  (UK Pound)6.0
  million  and (UK  Pound)898,000,  respectively,  representing  a changes  of (UK
  Pound)14.6  million and (UK Pound)5.1  million from 1998 as compared to the same
  periods  in  1999.  These  changes   primarily   resulted  from  the  impact  of
  fluctuations  in the  valuation  of the UK Pound  Sterling on the 2007  Discount
  Debentures, which are denominated in United States ("US") dollars. The Company's
  results  of   operations   will   continue  to  be  affected  by  exchange  rate
  fluctuations.
  
                                         13
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                                       FORM 10-Q
                                              QUARTER ENDED JUNE 30, 1999
  
  ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
  There have not been any material  changes in the reported market risks since the
  end of the most recent fiscal year.
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
  The Company and the Operating  Companies are not party to litigation  which,  in
  the opinion of the Company's management,  will have a material adverse effect on
  the Company's financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 27.0 Financial Data Schedule.
  
            (b)  Reports on Form 8-K:
  
                 No  reports  on Form 8-K were  filed by the  Company  during  the
                 quarter ended June 30, 1999.
  
                                         14
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
                                      SIGNATURE
  
  Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
                                             NTL (BERMUDA) LIMITED
                                             ------------------------------------
  
  Date: August 12, 1999                      By: /s/ J. Barclay Knapp
                                             ------------------------------------
                                             J. Barclay Knapp
                                             President and Chief Executive Officer
  
  Date: August 12, 1999                      By: /s/ Gregg Gorelick
                                             ------------------------------------
                                             Gregg Gorelick
                                             Vice President - Controller
                                             (Principal Accounting Officer)
  
                                         15