content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
  
                                   MARCH 31, 1998
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
  
             Bermuda                                     Not Applicable
  --------------------------------------------------------------------------------
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)
  
          Clarendon House                              Comcast Corporation
       2 Church Street West                      1500 Market Street, 35th Floor
     Hamilton, HM 11, Bermuda                      Philadelphia, PA 19102-2148
           (441) 295-5950                                (215) 665-1700
  --------------------------------------------------------------------------------
  (Address, including zip code, and         (Name, address, including zip code,
         telephone number,                            and telephone number, 
         including area code,                         including area code,
    of Registrant's principal                         of agent for service)
         executive offices)                
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                          No ____
                             --------------------------
  
  As of March 31, 1998, there were 37,231,997 Class A Common Shares and 12,872,605
  Class B Common Shares outstanding.
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.  Financial Statements
  
                     Condensed Consolidated Balance
                     Sheet as of March 31, 1998 and December 31,
                     1997 (Unaudited)...........................................2
  
                     Condensed Consolidated Statement of
                     Operations and Accumulated Deficit for
                     the Three Months Ended March 31,
                     1998 and 1997 (Unaudited)..................................3
  
                     Condensed Consolidated Statement of Cash
                     Flows for the Three Months Ended March 31,
                     1998 and 1997 (Unaudited)..................................4
  
                     Notes to Condensed Consolidated
                     Financial Statements (Unaudited).......................5 - 8
  
            Item 2.  Management's Discussion and Analysis
                     of Financial Condition and Results of
                     Operations............................................9 - 15
  
  PART II.  OTHER INFORMATION
  
            Item 1.  Legal Proceedings.........................................16
  
            Item 6.  Exhibits and Reports on Form 8-K..........................16
  
            SIGNATURE..........................................................17
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf of, the  Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions;  the NTL Transaction (see Note 2 to Condensed
  Consolidated  Financial  Statements);  strategic  partnerships and divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                           March 31,      December 31,
                                                                                             1998             1997
                                                                                   (in (UK Pound)000's, except share data)
  <S>                                                                             <C>                <C>   
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents.....................................................(UK Pound)98,201  (UK Pound)37,372
     Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)2,599 and (UK Pound)2,598.........................................           3,887             4,255
     Other current assets..........................................................           4,634             5,419
                                                                                   ----------------  ----------------
         Total current assets......................................................         106,722            47,046
                                                                                   ----------------  ----------------
  
  INVESTMENTS IN AFFILIATES........................................................          57,704            61,363
                                                                                   ----------------  ----------------
  
  PROPERTY AND EQUIPMENT...........................................................         333,053           315,702
     Accumulated depreciation .....................................................         (38,637)          (33,000)
                                                                                   ----------------  ----------------
     Property and equipment, net...................................................         294,416           282,702
                                                                                   ----------------  ----------------
  
  DEFERRED CHARGES.................................................................          62,455            60,770
     Accumulated amortization......................................................         (15,519)          (13,985)
                                                                                   ----------------  ----------------
     Deferred charges, net.........................................................          46,936            46,785
                                                                                   ----------------  ----------------
  
  FOREIGN EXCHANGE PUT OPTIONS, net................................................           7,275             7,958
                                                                                   ----------------  ----------------
  
                                                                                  (UK Pound)513,053 (UK Pound)445,854
                                                                                  ================= =================
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses.........................................(UK Pound)26,424  (UK Pound)23,605
     Accrued interest..............................................................             332
     Current portion of long-term debt.............................................           1,955             1,683
     Due to affiliates.............................................................           1,073               920
                                                                                   ----------------  ----------------
         Total current liabilities.................................................          29,784            26,208
                                                                                   ----------------  ----------------
  
  LONG-TERM DEBT, less current portion.............................................         312,842           234,010
                                                                                   ----------------  ----------------
  
  FOREIGN EXCHANGE CALL OPTION.....................................................           2,725             2,688
                                                                                   ----------------  ----------------
  
  LONG-TERM DEBT, due to shareholder...............................................          11,517            11,272
                                                                                   ----------------  ----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
     Preferred shares, (UK Pound).01 par value - authorized, 10,000,000
       shares; issued, none........................................................
     Class A common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 37,231,997..................................................             372               372
     Class B common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 12,872,605..................................................             129               129
     Additional capital............................................................         358,548           358,548
     Accumulated deficit...........................................................        (202,864)         (187,373)
                                                                                   ----------------  ----------------
         Total shareholders' equity................................................         156,185           171,676
                                                                                   ----------------  ----------------
                                                                                  (UK Pound)513,053 (UK Pound)445,854
                                                                                  ================= =================
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                          Three Months Ended March 31,
                                                                                             1998             1997
                                                                                 (in (UK Pound)000's, except per share data)
  <S>                                                                              <C>                 <C>   
  REVENUES
     Service income..............................................................  (UK Pound)17,302    (UK Pound)12,118
     Consulting fee income.......................................................               274                 233
                                                                                 ------------------  ------------------
                                                                                             17,576              12,351
                                                                                 ------------------  ------------------
  
  COSTS AND EXPENSES
     Operating...................................................................             5,661               4,729
     Selling, general and administrative.........................................             8,489               7,399
     Management fees.............................................................               755                 843
     Depreciation and amortization...............................................             7,254               5,923
                                                                                 ------------------  ------------------
  
                                                                                             22,159              18,894
                                                                                 ------------------  ------------------
  
  OPERATING LOSS.................................................................            (4,583)             (6,543)
  
  OTHER (INCOME) EXPENSE
     Interest expense............................................................             8,470               6,051
     Investment income...........................................................            (2,229)             (2,101)
     Equity in net losses of affiliates..........................................             6,415               5,152
     Exchange (gains) losses and other...........................................            (1,748)              4,895
                                                                                 ------------------  ------------------
                                                                                             10,908              13,997
                                                                                 ------------------  ------------------
  
  NET LOSS.......................................................................           (15,491)            (20,540)
  
  ACCUMULATED DEFICIT
      Beginning of period .......................................................          (187,373)           (120,017)
                                                                                 ------------------  ------------------
  
      End of period..............................................................((UK Pound)202,864) ((UK Pound)140,557)
                                                                                 ==================  ==================
  
  
  NET LOSS PER SHARE.............................................................    ((UK Pound).31)     ((UK Pound).41)
                                                                                 ==================  ==================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD.......................................            50,105              50,105
                                                                                 ==================  ==================
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                        Three Months Ended March 31,
                                                                                           1998              1997
                                                                                      (UK Pound)000      (UK Pound)000
  <S>                                                                             <C>                 <C>  
  OPERATING ACTIVITIES
     Net loss.....................................................................((UK Pound)15,491)  ((UK Pound)20,540)
     Adjustments to reconcile net loss to net cash provided by operating
      activities:
       Depreciation and amortization..............................................            7,254               5,923
       Amortization on foreign exchange contracts.................................              683                 683
       Non-cash interest expense..................................................            6,576               5,916
       Non-cash investment income.................................................             (694)               (529)
       Exchange (gains) losses....................................................           (2,854)              5,673
       Equity in net losses of affiliates.........................................            6,415               5,152
                                                                                   ----------------    ----------------
                                                                                              1,889               2,278
  
       Decrease in accounts receivable and other current assets...................            1,153                 243
       Increase in accounts payable and accrued expenses and accrued interest.....            3,151               1,585
                                                                                   ----------------    ----------------
  
           Net cash provided by operating activities..............................            6,193               4,106
                                                                                   ----------------    ----------------
  
  FINANCING ACTIVITIES
     Repayments of debt...........................................................             (598)               (391)
     Proceeds from borrowing......................................................           75,000
     Deferred financing costs.....................................................           (1,627)
     Net transactions with affiliates.............................................             (141)               (574)
                                                                                   ----------------    ----------------
  
           Net cash provided by (used in) financing activities....................           72,634                (965)
                                                                                   ----------------    ----------------
  
  INVESTING ACTIVITIES
     Proceeds from sales of short-term investments, net...........................                               27,509
     Capital contributions and loans to affiliates................................           (1,768)             (7,925)
     Capital expenditures.........................................................          (16,172)            (18,670)
     Deferred charges.............................................................              (58)               (235)
                                                                                   ----------------    ----------------
  
           Net cash (used in) provided by investing activities....................          (17,998)                679
                                                                                   ----------------    ----------------
  
  INCREASE IN CASH AND CASH EQUIVALENTS...........................................           60,829               3,820
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................           37,372              63,314
                                                                                   ----------------    ----------------
  
  CASH AND CASH EQUIVALENTS, end of period........................................ (UK Pound)98,201    (UK Pound)67,134
                                                                                   ================    ================
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed consolidated balance sheet as of March 31, 1998 and the condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1998 and 1997 have been prepared
       by Comcast UK Cable  Partners  Limited  (the  "Company")  and have not been
       audited  by  the  Company's   independent   auditors.  In  the  opinion  of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations  and  cash  flows  as of  March  31,  1998  and for all  periods
       presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1998
       are not necessarily indicative of operating results for the full year.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  2.   AMALGAMATION WITH NTL
  
       On February 4, 1998,  the Company  entered into a  definitive  agreement to
       amalgamate (the "NTL  Transaction")  with a wholly owned Bermuda subsidiary
       of  NTL  Incorporated  ("NTL").  NTL is an  alternative  telecommunications
       company in the  United  Kingdom  ("UK")  and is listed on  Nasdaq.  The NTL
       Transaction  is expected to close in 1998,  subject to, among other things,
       the receipt of required Bermuda and UK regulatory  approvals,  the approval
       of the Company's and NTL's  shareholders,  the consent of the Company's and
       NTL's  bondholders,  the  consent of  certain  NTL bank  lenders  and other
       customary closing matters.  Comcast  Corporation  ("Comcast"),  through its
       indirect wholly owned subsidiary, Comcast U.K. Holdings, Inc. ("Holdings"),
       is the sole  holder  of the  multiple-voting  Class B Common  Shares of the
       Company and has agreed to vote for the  transaction,  assuring its approval
       by the Company's  shareholders.  Upon  consummation of the NTL Transaction,
       the Company would become a wholly owned subsidiary of NTL.
  
       Except in the  circumstances  described below,  the Company's  shareholders
       will receive  0.3745  shares of NTL common stock for each of the  Company's
       Class A Common  Shares or Class B Common  Shares.  If the  average  closing
       price of the NTL common  stock for a specified  period of time prior to the
       Company's shareholders meeting to approve the NTL Transaction (the "Average
       Price") is less than $26.70,  the Company will have the option to terminate
       the NTL  Transaction,  subject to the right of NTL to adjust  the  exchange
       ratio such that one share of the Company's Class A Common Shares or Class B
       Common  Shares will be exchanged for a number of shares of NTL common stock
       equal to $10.00 (based on the Average Price).
  
       Pursuant  to  existing   arrangements  between  the  Company  and  Telewest
       Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
       PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
       Cable"),  Telewest has certain  rights (the  "Telewest  Rights") to acquire
       either or both of the Company's  interests in these systems (see Note 3) as
       a result of the NTL  Transaction.  However,  as described in the  following
       paragraphs, the consummation of the NTL Transaction is not dependent on the
       resolution of the Telewest Rights.
  
                                          5
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       If the Telewest  Rights have been exercised prior to the closing of the NTL
       Transaction, the Company's shareholders may receive (at the option of NTL),
       in lieu of a portion of the consideration allocable to the interest subject
       to the exercised  Telewest Rights,  the per share proceeds from the sale of
       the interest to Telewest (net of taxes on gain on sale), payable in cash or
       shares of NTL common stock valued at the greater of $30.00 per share or the
       Average Price at closing (the "Exercise Consideration").
  
       Similarly,  if at  closing  either  of the  Telewest  Rights  have not been
       exercised  and have not been waived or  otherwise  expired,  the  Company's
       shareholders  may receive (at the option of NTL),  shares of a new class of
       NTL preferred  stock equal to a portion of the  consideration  allocable to
       the interest subject to the unexercised  Telewest Rights. Any shares of NTL
       preferred stock would have the same voting and dividend rights as shares of
       NTL common stock,  would be subject to redemption as described  below,  and
       would be expected to be listed for trading on Nasdaq.  If following closing
       the Telewest Rights are exercised, the NTL preferred stock will be redeemed
       for the Exercise  Consideration  (based on the Average Price at the time of
       exercise). If the Telewest Rights are resolved without being exercised, the
       NTL preferred  stock will be redeemed for NTL common stock on a one-for-one
       basis.
  
       Of the  consideration  to be received by the Company's  shareholders in the
       NTL Transaction,  the parties have allocated 31% to the Company's  interest
       in Cable  London and 17% to the  Company's  interest in  Birmingham  Cable.
       However, if either or both of the Telewest Rights are exercised, the actual
       consideration  to  be  received  by  the  Company's   shareholders  may  be
       materially  different from the portion of the consideration (the "allocable
       portion")  which  has  been  allocated  by the  parties  to  the  Company's
       respective  interests in Cable London and Birmingham  Cable,  depending on,
       among other things,  the value of these interests,  as finally  determined,
       whether NTL exercises its option to deliver the Exercise  Consideration  in
       lieu of the  allocable  portion and, the amount of any taxes payable by the
       Company on the sale of these interests.
  
  3.   INVESTMENTS IN AFFILIATES
  
       The Company  has  invested in two  affiliates:  Birmingham  Cable and Cable
       London  (together,  the "Equity  Investees").  The Equity Investees operate
       integrated  cable   communications,   residential  telephony  and  business
       telecommunications  systems in their  respective major  metropolitan  areas
       under   exclusive    cable    television    licenses   and    non-exclusive
       telecommunications  licenses. As of March 31, 1998, the Company's ownership
       interest in the Equity Investees is as follows:
  
               Birmingham Cable................................27.5%
               Cable London....................................50.0%
  
       Included in investments in affiliates as of March 31, 1998 and December 31,
       1997,  are loans to Cable  London of (UK  Pound)28.5  million  and  accrued
       interest of (UK Pound)6.7 million and (UK Pound)6.0 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays Bank plc (9.25%  effective  rate as of March 31, 1998) and
       are  subordinate to Cable London's  credit  facility.  Of these loans,  (UK
       Pound)21.0  million  as of  March  31,  1998 and  December  31,  1997,  are
       convertible  into ordinary shares of Cable London at a per share conversion
       price of (UK  Pound)2.00.  Also included in investments in affiliates as of
       March 31, 1998 and December 31, 1997, are loans to Birmingham  Cable of (UK
       Pound)3.7  million and (UK  Pound)1.9  million and accrued  interest of (UK
       Pound)177,000  and (UK  Pound)133,000,  respectively.  The Birmingham Cable
       loans  accrue  interest  at a fixed  rate of 7.8%  and are  subordinate  to
       Birmingham Cable's credit facility.
  
       Although the Company is not contractually  committed to make any additional
       capital  contributions  or advances to the Equity  Investees,  it currently
       intends to fund its share of the amounts necessary for capital expenditures
  
                                          6
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  and to finance operating  deficits.  Failure to do so could dilute the Company's
  ownership interests in the Equity Investees.
  
  Summarized  financial  information for affiliates accounted for under the equity
  method is as follows:
  <TABLE>
  <CAPTION>
                                                                        Birmingham           Cable
                                                                           Cable             London                Combined
                                                                       (UK Pound)000      (UK Pound)000         (UK Pound)000
  <S>                                                                <C>                <C>                   <C>   
       THREE MONTHS ENDED MARCH 31, 1998
       Results of operations
           Service income............................................(UK Pound)18,779   (UK Pound)15,935      (UK Pound)34,714
           Operating, selling, general and
             administrative expenses.................................         (14,582)           (12,663)              (27,245)
           Depreciation and amortization.............................          (6,486)            (5,456)              (11,942)
           Operating loss............................................          (2,289)            (2,184)               (4,473)
           Net loss..................................................         (12,345)            (5,870)              (18,215)
           Company's equity in net loss..............................          (3,432)            (2,983)               (6,415)
  
       AT MARCH 31, 1998
       Financial position
           Current assets............................................           8,888             10,664                19,552
           Noncurrent assets.........................................         248,703            187,023               435,726
           Current liabilities.......................................          21,256             23,344                44,600
           Noncurrent liabilities....................................         176,350            180,461               356,811
  
       THREE MONTHS ENDED MARCH 31, 1997
       Results of operations
           Service income............................................          15,394             11,671                27,065
           Operating, selling, general and
             administrative expenses.................................         (13,454)           (11,036)              (24,490)
           Depreciation and amortization.............................          (6,293)            (4,258)              (10,551)
           Operating loss............................................          (4,353)            (3,623)               (7,976)
           Net loss..................................................          (7,355)            (6,109)              (13,464)
           Company's equity in net loss..............................          (2,058)            (3,094)               (5,152)
  </TABLE>
  
  4.   LONG-TERM DEBT
  
       UK Holdings Credit Facility
       In December 1997,  Comcast UK Holdings  Limited ("UK  Holdings"),  a wholly
       owned  subsidiary of the Company,  entered into a loan  agreement  (the "UK
       Holdings  Agreement") with a consortium of banks to provide financing under
       a credit  facility (the "UK Holdings  Credit  Facility") up to a maximum of
       (UK  Pound)200.0  million.  Under the terms of the UK  Holdings  Agreement,
       borrowings  under  the  UK  Holdings  Credit  Facility  are  guaranteed  by
       Cambridge  Holding  Company Limited  ("Cambridge  Cable") and two companies
       holding the franchises for Darlington and Teesside,  England  ("Teesside").
       Cambridge Cable and Teesside are wholly owned subsidiaries of the Company.
  
       In January 1998, UK Holdings  borrowed (UK Pound)75.0  million under the UK
       Holdings Credit Facility. Of this initial borrowing, (UK Pound)50.4 million
       was paid to the Company as a dividend and (UK  Pound)17.8  million was used
       to fund capital  expenditures and working capital requirements at Cambridge
       Cable and Teesside.  Final maturity of the UK Holdings  Credit  Facility is
       January 31, 2001. The UK Holdings  Credit Facility bears interest at a rate
       per annum
  
                                          7
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       equal to the London  Interbank  Offered Rate ("LIBOR") plus 1/2% to 2 1/4%.
       As of March 31, 1998 the Company's effective weighted average interest rate
       on the UK Holdings Credit Facility was 9.47%.
  
       The consummation of the NTL Transaction will result in a change in control,
       as defined in the UK Holdings  Credit  Facility.  Upon a change in control,
       all amounts  outstanding  under the UK Holdings Credit Facility will become
       immediately due and payable.
  
  5.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earns  consulting fee income under  consulting  agreements  with the Equity
       Investees.  The consulting fee income is generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas.
  
       The  Company's  right to receive  consulting  fee payments  from the Equity
       Investees has been subordinated to the banks under their credit facilities.
       Accordingly,  these fees have been classified as long-term  receivables and
       are  included in  investments  in  affiliates  in the  Company's  condensed
       consolidated  balance  sheet.  In addition,  the Company's  shares in Cable
       London have been pledged to secure amounts outstanding under Cable London's
       revolving credit facility.
  
       Management fee expense is incurred under agreements  between the Company on
       the one hand,  and Comcast,  the  Company's  controlling  shareholder,  and
       Comcast UK Cable  Partners  Consulting,  Inc.  ("Comcast  Consulting"),  an
       indirect wholly owned subsidiary of Comcast, on the other,  whereby Comcast
       and Comcast Consulting provide consulting  services to the Equity Investees
       on behalf of the  Company and  management  services  to the  Company.  Such
       management  fees are based on Comcast's  and Comcast  Consulting's  cost of
       providing such services. As of March 31, 1998 and December 31, 1997, due to
       affiliates consists primarily of this management fee and operating expenses
       paid by Comcast and its affiliates on behalf of the Company.
  
       For the three  months  ended  March 31,  1998 and 1997,  investment  income
       includes  (UK  Pound)694,000  and (UK  Pound)529,000  of  interest  income,
       respectively, relating to the loans to the Equity Investees.
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Holdings  which are due in  September  1999.  For the three months ended
       March 31, 1998 and 1997,  the Company  recorded (UK  Pound)245,000  and (UK
       Pound)224,000, respectively, of interest expense relating to such notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more or less favorable than those with non-affiliated parties.
  
  6.   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.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash  payments for interest of (UK  Pound)1.6  million and
       (UK  Pound)135,000  during the three  months ended March 31, 1998 and 1997,
       respectively.
  
       The Company's wholly owned subsidiaries  incurred capital lease obligations
       of (UK Pound)1.3 million during the three months ended March 31, 1998.
  
                                          8
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   are
  principally engaged in the development,  construction,  management and operation
  of  the   interests  of  Comcast  in  the  United   Kingdom   ("UK")  cable  and
  telecommunications  industry. As of March 31, 1998, the Company has interests in
  four  operations  (the  "Operating  Companies"):  Birmingham  Cable  Corporation
  Limited ("Birmingham Cable"), in which the Company owns a 27.5% interest,  Cable
  London  PLC  ("Cable  London"),  in which  the  Company  owns a 50.0%  interest,
  Cambridge Holding Company Limited ("Cambridge Cable"), in which the Company owns
  a 100% interest and two companies  holding the  franchises  for  Darlington  and
  Teesside,  England ("Teesside"),  in which the Company owns a 100% interest. The
  Company  accounts  for its  interests  in  Birmingham  Cable  and  Cable  London
  (together, the "Equity Investees") under the equity method.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.6  million  homes  and the
  businesses  within their  franchise  areas.  As of March 31, 1998, the Operating
  Companies'  systems passed more than 1,219,000 homes or approximately 76% of the
  homes in their franchise  areas and served more than 306,000 cable  subscribers,
  380,000  residential   telephony   subscribers  and  12,000  business  telephony
  subscribers.
  
  General Developments of Business
  
  Amalgamation with NTL
  
  See Note 2 to the Company's Condensed Consolidated Financial Statements included
  in Item 1.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  shareholders,  as well as proceeds from the Company's initial public offering of
  15.0 million of its Class A Common Shares (net proceeds of $209.4 million or (UK
  Pound)132.6  million) in September  1994 and from the Company's  offering of its
  $517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
  due 2007 (the "2007 Discount Debentures") (net proceeds of $291.1 million or (UK
  Pound)186.9  million) in November 1995.  Interest  accretes on the 2007 Discount
  Debentures at 11.20% per annum compounded  semi-annually  from November 15, 1995
  to November 15, 2000, after which date interest will be paid in cash on each May
  15 and  November 15 through  November  15, 2007.  The 2007  Discount  Debentures
  contain  restrictive   covenants  which  limit  the  Company's  ability  to  pay
  dividends.  The  Operating  Companies  are not expected to pay any  dividends or
  advances in the foreseeable future.
  
  In December 1997,  Comcast UK Holdings Limited ("UK  Holdings"),  a wholly owned
  subsidiary  of the  Company,  entered  into a loan  agreement  (the "UK Holdings
  Agreement")  with a  consortium  of banks to  provide  financing  under a credit
  facility (the "UK Holdings Credit  Facility") up to a maximum of (UK Pound)200.0
  million.  Under the terms of the UK Holdings Agreement,  borrowings under the UK
  Holdings Credit Facility are guaranteed by Teesside and Cambridge Cable.
  
                                          9
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  In January  1998,  UK Holdings  borrowed  (UK  Pound)75.0  million  under the UK
  Holdings Credit Facility. Of this initial borrowing,  (UK Pound)50.4 million was
  paid to the Company as a dividend  and (UK  Pound)17.8  million was used to fund
  capital  expenditures  and working  capital  requirements at Cambridge Cable and
  Teesside.
  
  Final  maturity of the UK Holdings  Credit  Facility is January 31, 2001. The UK
  Holdings  Credit Facility bears interest at a rate per annum equal to the London
  Interbank  Offered Rate ("LIBOR") plus 1/2% to 2 1/4%. As of March 31, 1998, the
  Company's  effective  weighted  average  interest rate on the UK Holdings Credit
  Facility was 9.47%.
  
  The UK Holdings Credit Facility  contains  restrictive  covenants which limit UK
  Holdings'  ability to enter into  arrangements  for the  acquisition and sale of
  property and  equipment,  investments,  mergers and the incurrence of additional
  debt.  Certain of these covenants require that certain financial ratios and cash
  flow levels be maintained and contain certain restrictions on dividend payments.
  The Company's right to receive  consulting fee payments from Cambridge Cable and
  Teesside  has been  subordinated  to the  banks  under  the UK  Holdings  Credit
  Facility. In addition,  the Company's shares in UK Holdings have been pledged to
  secure the UK Holdings Credit Facility.
  
  The consummation of the NTL Transaction  will result in a change in control,  as
  defined  in the UK  Holdings  Credit  Facility.  Upon a change in  control,  all
  amounts   outstanding   under  the  UK  Holdings  Credit  Facility  will  become
  immediately due and payable.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies will be able to generate positive  operating cash flow,
  (iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
  whether  there  may be  future  acquisitions  and  trades  funded in cash or the
  Company's shares.  There are no agreements or negotiations for specific material
  acquisitions currently pending.
  
  Historically,  the  Company  has made  investments  in the Equity  Investees  in
  conjunction  with  proportionate  investments  by its  strategic  and  financial
  partners.  The Company made  capital  contributions  and loans to the  Operating
  Companies in the aggregate of (UK Pound)1.8  million and (UK Pound)31.3  million
  during the three  months ended March 31, 1998 and 1997,  respectively.  Of these
  amounts,  (UK Pound)1.8 million and (UK Pound)7.9 million relate to loans to the
  Equity  Investees  during  the  three  months  ended  March  31,  1998 and 1997,
  respectively.  Although the Company is not  contractually  committed to make any
  additional capital contributions or loans to the Equity Investees,  it currently
  intends to fund its share of the amounts necessary for capital  expenditures and
  to  finance  operating  deficits.  Failure to do so could  dilute the  Company's
  ownership interests in the Equity Investees.
  
  The Company  estimates that the Operating  Companies will require  approximately
  (UK  Pound)116.0  million  from April 1, 1998  through  December  31,  1998,  to
  continue the build-out of their systems. Management believes that the entire (UK
  Pound)116.0  million  required will be funded through  drawdowns under currently
  existing credit  facilities  (subject to compliance  with certain  financial and
  operating covenants).  If such credit facilities are not available for drawdown,
  the Company  expects that its  strategic  and  financial  partners in the Equity
  Investees will provide their pro-rata share of any required  fundings,  although
  they are not  contractually  obligated  to do so.  Thus,  no  assurance  of such
  funding can be given. If the Company's  strategic and financial partners fail to
  provide such financing, the Equity Investees will be required to seek additional
  funds  elsewhere.  Such  additional  funds may come from the  Company,  from new
  strategic and financial partners, from borrowings under new credit facilities or
  from other  sources,  although there can be no assurance that any such financing
  would be  available  on  acceptable  terms and  conditions.  The Company and its
  strategic  and  financial  partners  generally  have veto rights over the Equity
  Investees' debt financing decisions.  Failure of any Operating Company to obtain
  financing necessary to complete the build-out of its system could result in loss
  of its cable franchises and licenses.
  
                                         10
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
  operating  cash flow and obtain  external  financing,  although  there can be no
  assurance  that any such  financing  will be  obtained on  acceptable  terms and
  conditions.  The Company  believes that its existing  cash and cash  equivalents
  will be sufficient  to fund the Company's  required  capital  contributions  and
  advances to the Equity  Investees and  borrowings  under the UK Holdings  Credit
  Facility will be  sufficient  to fund  development  and  construction  costs for
  Cambridge Cable and Teesside throughout 1998.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic and financial  partners,  cash from the issuance of Birmingham Cable's
  preference shares and borrowings under Birmingham Cable's credit facility.
  
  The Company estimates that approximately (UK Pound)16.0 million will be required
  from  April 1, 1998  through  December  31,  1998 to  continue  development  and
  construction of Birmingham Cable's cable/telephony  network. The Company expects
  that such funds will be provided by borrowings under the Birmingham Cable credit
  facility.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial  partner and  borrowings  under Cable  London's  previous  and current
  credit facilities.
  
  The Company estimates that approximately (UK Pound)31.0 million will be required
  from  April 1, 1998  through  December  31,  1998 to  continue  development  and
  construction of Cable London's cable/telephony network. The Company expects that
  such  funds  will be  provided  by  borrowings  under  the Cable  London  credit
  facility.
  
  Cambridge Cable. Historically, Cambridge Cable's primary sources of funding have
  been capital  contributions  and loans from the Company and the Company's former
  strategic and financial  partner.  The Company estimates that  approximately (UK
  Pound)36.0 million will be required from April 1, 1998 through December 31, 1998
  to continue  development and construction of Cambridge  Cable's  cable/telephony
  network.  The Company  expects  that such funds will be  provided by  borrowings
  under the UK Holdings Credit Facility.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)33.0 million will be required from April 1, 1998 through December 31, 1998
  to continue development and construction of Teesside's  cable/telephony network.
  The Company expects that such funds will be provided by borrowings  under the UK
  Holdings Credit Facility.
  
  Statement of Cash Flows
  
  Cash and cash equivalents  increased (UK Pound)60.8 million as of March 31, 1998
  from December 31, 1997 and increased (UK Pound)3.8  million as of March 31, 1997
  from  December 31, 1996.  Increases in cash and cash  equivalents  resulted from
  cash  flows  from  operating,  financing  and  investing  activities  which  are
  explained below.
  
  Net cash provided by operating  activities amounted to (UK Pound)6.2 million and
  (UK  Pound)4.1  million  for the three  months  ended  March 31,  1998 and 1997,
  respectively.  The  increase in net cash  provided by  operating  activities  as
  compared to the prior period is principally due to the increase in the Company's
  operating  income before  depreciation  and  amortization and changes in working
  capital as a result of the timing of receipts and disbursements.
  
                                         11
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  Net cash provided by (used in) financing  activities  amounted to (UK Pound)72.6
  million and ((UK  Pound)965,000)  for the three  months ended March 31, 1998 and
  1997,  respectively.  During the three  months  ended March 31,  1998,  net cash
  provided by financing  activities  includes (UK Pound)75.0 million of borrowings
  under the UK Holdings Credit Facility.
  
  Net cash (used in) provided by investing activities was ((UK Pound)18.0) million
  and (UK  Pound)679,000  for the three  months  ended  March  31,  1998 and 1997,
  respectively.  During the three months  ended March 31,  1998,  net cash used in
  investing activities includes capital expenditures of (UK Pound)16.2 million and
  capital  contributions and loans to affiliates of (UK Pound)1.8 million.  During
  the three months ended March 31, 1997, net cash provided by investing activities
  includes  proceeds from the sales of short-term  investments  of (UK  Pound)27.5
  million,  offset principally by capital  expenditures of (UK Pound)18.7 million,
  and capital contributions and loans to affiliates of (UK Pound)7.9 million.
  
  Results of Operations
  
  The Company
  
  Summarized  consolidated  financial  information  for the  Company for the three
  months ended March 31, 1998 and 1997 is as follows (in  thousands,  "NM" denotes
  percentage is not meaningful):
  <TABLE>
  <CAPTION>
                                                                      Three Months Ended
                                                                           March 31,                     Increase/(Decrease)
                                                                  1998                1997             (UK Pound)          %
  <S>                                                      <C>                 <C>                 <C>                 <C>  
  Revenues                                                 (UK Pound)17,576    (UK Pound)12,351    (UK Pound)5,225       42.3%
  Operating, selling, general and administrative expenses            14,150              12,128              2,022       16.7
  Management fees                                                       755                 843                (88)     (10.4)
                                                          -----------------   -----------------
  Operating income (loss) before depreciation and
     amortization (1)                                                 2,671                (620)             3,291         NM
  Depreciation and amortization                                       7,254               5,923              1,331       22.5
                                                          -----------------   -----------------
  Operating loss                                                     (4,583)             (6,543)            (1,960)     (30.0)
                                                          -----------------   -----------------
  Interest expense                                                    8,470               6,051              2,419       40.0
  Investment income                                                  (2,229)             (2,101)               128        6.1
  Equity in net losses of affiliates                                  6,415               5,152              1,263       24.5
  Exchange  (gains) losses and other                                 (1,748)              4,895             (6,643)        NM
                                                          -----------------   -----------------
  Net loss                                                ((UK Pound)15,491)  ((UK Pound)20,540)  ((UK Pound)5,049)     (24.6%)
                                                          =================   =================
  <FN>
  ------------
  (1)  Operating  income (loss) before  depreciation  and amortization is commonly
       referred to in the Company's businesses as "operating cash flow (deficit)."
       Operating  cash flow  (deficit)  is a measure  of a  company's  ability  to
       generate  cash  to  service  its   obligations,   including   debt  service
       obligations, and to finance capital and other expenditures.  In part due to
       the capital intensive nature of the Company's  businesses and the resulting
       significant  level  of  non-cash   depreciation  expense  and  amortization
       expense,  operating  cash flow  (deficit) is frequently  used as one of the
       bases for comparing  businesses in the Company's  industries,  although the
       Company's measure of operating cash flow (deficit) may not be comparable to
       similarly titled measures of other companies. Operating cash flow (deficit)
       does not purport to represent  net income or net cash provided by operating
       activities,  as those terms are defined under generally accepted accounting
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements as an indicator of the Company's  performance.  See "Statement
       of Cash Flows"  above for a  discussion  of net cash  provided by operating
       activities.
  </FN>
  </TABLE>
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative  expenses and depreciation and amortization
  expense  for the three  months  ended  March 31,  1998,  as compared to the same
  period in 1997, are attributable to the effects of the continued  development of
  Teesside's and Cambridge Cable's
  
                                         12
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  operations  and increased  business  activity  resulting  from the growth in the
  number of subscribers in their respective franchise areas.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income is generally  based on a percentage of gross revenues or a
  fixed  amount  per  dwelling  unit in the  Equity  Investees'  franchise  areas.
  Consulting fee income for the three months ended March 31, 1998 and 1997 was (UK
  Pound)274,000 and (UK Pound)233,000, respectively.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
  Consulting"),  an indirect  wholly owned  subsidiary  of Comcast,  on the other,
  whereby Comcast and Comcast Consulting provide consulting services to the Equity
  Investees on behalf of the Company and management services to the Company.  Such
  management  fees  are  based  on  Comcast's  and  Comcast  Consulting's  cost of
  providing such services.
  
  Interest  expense  for the three  months  ended  March 31, 1998 and 1997 was (UK
  Pound)8.5  million and (UK  Pound)6.1  million,  respectively,  representing  an
  increase of (UK  Pound)2.4  million  from 1997 as compared to the same period in
  1998. The increase is primarily attributable to interest on borrowings under the
  UK Holdings Credit Facility and the compounding of interest on the 2007 Discount
  Debentures.
  
  Investment  income for the three  months  ended  March 31, 1998 and 1997 was (UK
  Pound)2.2  million and (UK  Pound)2.1  million,  respectively,  representing  an
  increase of (UK Pound)100,000  from 1997 as compared to the same period in 1998.
  The increase is primarily  due to increases in the average loan  balances to the
  Equity Investees in 1998 as compared to the same period in 1997.
  
  Equity in net losses of affiliates for the three months ended March 31, 1998 and
  1997  was  (UK  Pound)6.4  million  and  (UK  Pound)5.2  million,  respectively,
  representing  an increase of (UK Pound)1.2  million from 1997 as compared to the
  same period in 1998. The increase is attributable to increases in the net losses
  of Birmingham Cable, partially offset by reduced losses of Cable London.
  
  Exchange  (gains) losses and other for the three months ended March 31, 1998 and
  1997 were ((UK  Pound)1.7)  million  and (UK  Pound)4.9  million,  respectively,
  representing a change of (UK Pound)6.6 million from 1997 as compared to the same
  period in 1998. This change primarily results from the impact of fluctuations in
  the valuation of the UK Pound  Sterling on the 2007 Discount  Debentures,  which
  are  denominated  in United States  ("US")  dollars,  on the  Company's  foreign
  exchange  call option  contracts  and on cash held in US dollars.  The Company's
  results  of   operations   will   continue  to  be  affected  by  exchange  rate
  fluctuations.
  
                                         13
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  The Operating Companies
  
  Summarized  proportionate  combined  financial  information  for  the  Operating
  Companies  for the three  months ended March 31, 1998 and 1997 is as follows (in
  thousands, "NM" denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                     Three Months Ended
                                                                         March 31,                    Increase/(Decrease)
                                                                  1998                1997          (UK Pound)          %
  <S>                                                     <C>                  <C>              <C>                <C> 
  Service income                                           (UK Pound)30,428     (UK Pound)22,182 (UK Pound)8,246      37.2%
  Operating, selling, general and administrative expenses            24,625               21,417           3,208      15.0
                                                          -----------------    -----------------
  Operating income before depreciation and
     amortization (a)                                                 5,803                  765           5,038        NM
  Depreciation and amortization                                      11,498                9,496           2,002      21.1
                                                          -----------------    -----------------
  Operating loss                                                     (5,695)              (8,731)         (3,036)    (34.8)
                                                          -----------------    -----------------
  Interest expense                                                    7,694                4,921           2,773      56.4
  Investment income                                                    (333)                (536)           (203)    (37.9)
                                                          -----------------    -----------------
  Net loss                                                ((UK Pound)13,056)   ((UK Pound)13,116)  ((UK Pound)60)     (0.5%)
                                                          =================    =================
  <FN>
  ------------
  (a)  See Note (1) on page 12.
  </FN>
  </TABLE>
  
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating  Companies'  results of operations for the three months
  ended March 31, 1998 and 1997 is based on their  proportionate  combined results
  of  operations.  Such  proportionate  combined  results of operations  have been
  derived from the financial  statements of the Company and the Equity  Investees,
  after  giving  effect  to the  Company's  ownership  interests  in  each  of the
  Operating Companies as of March 31, 1998. The Company believes that presentation
  of  proportionate  combined  financial  data,  although not in  accordance  with
  generally  accepted  accounting  principles,  facilitates the  understanding and
  assessment  of its  operating  performance  since the Company  accounts  for its
  interests in  Birmingham  Cable and Cable London  under the equity  method.  The
  results of  operations  of Teesside and Cambridge  Cable are  consolidated  with
  those of the Company.
  
  Proportionate  combined  service  income  was  (UK  Pound)30.4  million  and (UK
  Pound)22.2  million  for the  three  months  ended  March  31,  1998  and  1997,
  respectively,  representing  an increase of (UK  Pound)8.2  million from 1997 as
  compared to the same period in 1998.  Substantially all of the growth in service
  income was due to increases in the number of cable  communications and telephony
  subscribers,  primarily as a result of additional  homes  passed.  Approximately
  one-half of the Operating  Companies'  service income for the three months ended
  March  31,  1998 and 1997 is  derived  from  monthly  subscription  charges  and
  approximately  one-half  of their  service  income for these  periods is derived
  primarily from usage charges.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK  Pound)24.6  million and (UK  Pound)21.4  million for the three  months
  ended March 31,  1998 and 1997,  respectively,  representing  an increase of (UK
  Pound)3.2   million   from  1997  as  compared  to  the  same  period  in  1998.
  Substantially all of the increase was attributable to the continued  development
  of Teesside's and Cambridge Cable's  operations and increased  business activity
  resulting  from the growth in the number of subscribers  and  development of the
  Operating Companies' franchise areas.
  
  The  Operating  Companies  account  for costs  and  expenses  applicable  to the
  construction and operation of their cable  telecommunications  systems under the
  provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
  "Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
  the period  while a system is  partially  under  construction  and  partially in
  service (the "Prematurity Period"), costs of telecommunications plant, including
  materials,   direct   labor   and   construction   overhead   are   capitalized.
  Subscriber-related costs and general and
  
                                         14
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  administrative costs are expensed as incurred. Costs incurred in anticipation of
  servicing a fully  operating  system that will not vary regardless of the number
  of subscribers are partially  expensed and partially  capitalized based upon the
  percentage of average actual or estimated subscribers,  whichever is greater, to
  the total number of subscribers  expected at the end of the  Prematurity  Period
  (the "Fraction").  During the Prematurity Period,  depreciation and amortization
  of system assets is determined by multiplying the  depreciation and amortization
  of the total  capitalized  system assets  expected at the end of the Prematurity
  Period by the Fraction.  At the end of the Prematurity Period,  depreciation and
  amortization  of system assets is based on the remaining  undepreciated  cost at
  that date.
  
  Proportionate  combined depreciation and amortization expense was (UK Pound)11.5
  million and (UK Pound)9.5  million for the three months ended March 31, 1998 and
  1997, respectively,  representing an increase of (UK Pound)2.0 million from 1997
  as compared to the same period in 1998.  This increase was due to certain of the
  Operating  Companies'  discrete build areas ending their Prematurity  Periods as
  set out under  SFAS No. 51, as well as an  increase  in the  percentage  used to
  calculate depreciation expense as a result of an increased number of subscribers
  in those discrete franchise areas remaining in their Prematurity Period.
  
  Proportionate  combined  interest  expense  was (UK  Pound)7.7  million  and (UK
  Pound)4.9  million  for  the  three  months  ended  March  31,  1998  and  1997,
  respectively,  representing  an increase of (UK  Pound)2.8  million from 1997 as
  compared to the same period in 1998. The increase was primarily  attributable to
  additional borrowings under credit facilities and loans from shareholders.
  
  Proportionate   combined   investment  income  was  (UK  Pound)333,000  and  (UK
  Pound)536,000 for the three months ended March 31, 1998 and 1997,  respectively,
  representing a decrease of (UK  Pound)203,000  from 1997 as compared to the same
  period in 1998.  The  decrease  was  attributable  to a decrease  in the average
  balance of cash,  cash  equivalents  and  restricted  cash held by the Operating
  Companies  during the three months ended March 31, 1998, as compared to the same
  period in 1997.
  
                                         15
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
  The Company and the Operating  Companies are not party to litigation  which,  in
  the opinion of the Company's management,  will have a material adverse effect on
  the Company's financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 2.1  Agreement and Plan of  Amalgamation  dated as of February 4,
                      1998  among NTL  Incorporated,  NTL  (Bermuda)  Limited  and
                      Comcast UK Cable Partners Limited (incorporated by reference
                      to Exhibit 2.1 to the Company's  Current  Report on Form 8-K
                      filed on February 10, 1998).
  
                 27.1 Financial Data Schedule.
  
            (b)  Reports on Form 8-K:
  
                 (i)  Comcast UK Cable Partners  Limited filed a Current Report on
                      Form 8-K under Item 5 on February  10, 1998  relating to its
                      announcement of its Agreement and Plan of Amalgamation  with
                      NTL Incorporated and NTL (Bermuda) Limited.
  
                                         16
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                              COMCAST UK CABLE PARTNERS LIMITED
                                              ------------------------------------
  
  
  
  
  
  
                                              /s/ John R. Alchin
                                              ------------------------------------
                                              John R. Alchin
                                              Senior Vice President and
                                              Treasurer
                                              (Principal Financial Officer)
  
  
  
  
  
  Date: May 14, 1998
  
                                         17
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 71687}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST UK CABLE PARTNERS LTD", "cik": "0000919957", "assigned-sic": "4841", "irs-number": "000000000", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-24792", "film-number": "98620424"}, "business-address": {"street1": "2 CHURCH ST W", "street2": "CLARENDON HOUSE", "city": "HAMILTON HM 11 BERMU", "state": "D0", "phone": "8092955950"}, "mail-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
  
                                   MARCH 31, 1998
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
             Bermuda                                     Not Applicable
  --------------------------------------------------------------------------------
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)
  
          Clarendon House                              Comcast Corporation
       2 Church Street West                      1500 Market Street, 35th Floor
     Hamilton, HM 11, Bermuda                      Philadelphia, PA 19102-2148
           (441) 295-5950                                (215) 665-1700
  --------------------------------------------------------------------------------
  (Address, including zip code, and         (Name, address, including zip code,
         telephone number,                            and telephone number, 
         including area code,                         including area code,
    of Registrant's principal                         of agent for service)
         executive offices)                
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                          No ____
                             --------------------------
  
  As of March 31, 1998, there were 37,231,997 Class A Common Shares and 12,872,605
  Class B Common Shares outstanding.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.  Financial Statements
  
                     Condensed Consolidated Balance
                     Sheet as of March 31, 1998 and December 31,
                     1997 (Unaudited)...........................................2
  
                     Condensed Consolidated Statement of
                     Operations and Accumulated Deficit for
                     the Three Months Ended March 31,
                     1998 and 1997 (Unaudited)..................................3
  
                     Condensed Consolidated Statement of Cash
                     Flows for the Three Months Ended March 31,
                     1998 and 1997 (Unaudited)..................................4
  
                     Notes to Condensed Consolidated
                     Financial Statements (Unaudited).......................5 - 8
  
            Item 2.  Management's Discussion and Analysis
                     of Financial Condition and Results of
                     Operations............................................9 - 15
  
  PART II.  OTHER INFORMATION
  
            Item 1.  Legal Proceedings.........................................16
  
            Item 6.  Exhibits and Reports on Form 8-K..........................16
  
            SIGNATURE..........................................................17
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf of, the  Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions;  the NTL Transaction (see Note 2 to Condensed
  Consolidated  Financial  Statements);  strategic  partnerships and divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  March 31,      December 31,
                                                                                             1998             1997
                                                                                   (in (UK Pound)000's, except share data)
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents.....................................................(UK Pound)98,201  (UK Pound)37,372
     Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)2,599 and (UK Pound)2,598.........................................           3,887             4,255
     Other current assets..........................................................           4,634             5,419
                                                                                   ----------------  ----------------
         Total current assets......................................................         106,722            47,046
                                                                                   ----------------  ----------------
  
  INVESTMENTS IN AFFILIATES........................................................          57,704            61,363
                                                                                   ----------------  ----------------
  
  PROPERTY AND EQUIPMENT...........................................................         333,053           315,702
     Accumulated depreciation .....................................................         (38,637)          (33,000)
                                                                                   ----------------  ----------------
     Property and equipment, net...................................................         294,416           282,702
                                                                                   ----------------  ----------------
  
  DEFERRED CHARGES.................................................................          62,455            60,770
     Accumulated amortization......................................................         (15,519)          (13,985)
                                                                                   ----------------  ----------------
     Deferred charges, net.........................................................          46,936            46,785
                                                                                   ----------------  ----------------
  
  FOREIGN EXCHANGE PUT OPTIONS, net................................................           7,275             7,958
                                                                                   ----------------  ----------------
  
                                                                                  (UK Pound)513,053 (UK Pound)445,854
                                                                                  ================= =================
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses.........................................(UK Pound)26,424  (UK Pound)23,605
     Accrued interest..............................................................             332
     Current portion of long-term debt.............................................           1,955             1,683
     Due to affiliates.............................................................           1,073               920
                                                                                   ----------------  ----------------
         Total current liabilities.................................................          29,784            26,208
                                                                                   ----------------  ----------------
  
  LONG-TERM DEBT, less current portion.............................................         312,842           234,010
                                                                                   ----------------  ----------------
  
  FOREIGN EXCHANGE CALL OPTION.....................................................           2,725             2,688
                                                                                   ----------------  ----------------
  
  LONG-TERM DEBT, due to shareholder...............................................          11,517            11,272
                                                                                   ----------------  ----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
     Preferred shares, (UK Pound).01 par value - authorized, 10,000,000
       shares; issued, none........................................................
     Class A common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 37,231,997..................................................             372               372
     Class B common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 12,872,605..................................................             129               129
     Additional capital............................................................         358,548           358,548
     Accumulated deficit...........................................................        (202,864)         (187,373)
                                                                                   ----------------  ----------------
         Total shareholders' equity................................................         156,185           171,676
                                                                                   ----------------  ----------------
                                                                                  (UK Pound)513,053 (UK Pound)445,854
                                                                                  ================= =================
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  Three Months Ended March 31,
                                                                                             1998             1997
                                                                                 (in (UK Pound)000's, except per share data)
  REVENUES
     Service income..............................................................  (UK Pound)17,302    (UK Pound)12,118
     Consulting fee income.......................................................               274                 233
                                                                                 ------------------  ------------------
                                                                                             17,576              12,351
                                                                                 ------------------  ------------------
  
  COSTS AND EXPENSES
     Operating...................................................................             5,661               4,729
     Selling, general and administrative.........................................             8,489               7,399
     Management fees.............................................................               755                 843
     Depreciation and amortization...............................................             7,254               5,923
                                                                                 ------------------  ------------------
  
                                                                                             22,159              18,894
                                                                                 ------------------  ------------------
  
  OPERATING LOSS.................................................................            (4,583)             (6,543)
  
  OTHER (INCOME) EXPENSE
     Interest expense............................................................             8,470               6,051
     Investment income...........................................................            (2,229)             (2,101)
     Equity in net losses of affiliates..........................................             6,415               5,152
     Exchange (gains) losses and other...........................................            (1,748)              4,895
                                                                                 ------------------  ------------------
                                                                                             10,908              13,997
                                                                                 ------------------  ------------------
  
  NET LOSS.......................................................................           (15,491)            (20,540)
  
  ACCUMULATED DEFICIT
      Beginning of period .......................................................          (187,373)           (120,017)
                                                                                 ------------------  ------------------
  
      End of period..............................................................((UK Pound)202,864) ((UK Pound)140,557)
                                                                                 ==================  ==================
  
  NET LOSS PER SHARE.............................................................    ((UK Pound).31)     ((UK Pound).41)
                                                                                 ==================  ==================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD.......................................            50,105              50,105
                                                                                 ==================  ==================
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  Three Months Ended March 31,
                                                                                           1998              1997
                                                                                      (UK Pound)000      (UK Pound)000
  OPERATING ACTIVITIES
     Net loss.....................................................................((UK Pound)15,491)  ((UK Pound)20,540)
     Adjustments to reconcile net loss to net cash provided by operating
      activities:
       Depreciation and amortization..............................................            7,254               5,923
       Amortization on foreign exchange contracts.................................              683                 683
       Non-cash interest expense..................................................            6,576               5,916
       Non-cash investment income.................................................             (694)               (529)
       Exchange (gains) losses....................................................           (2,854)              5,673
       Equity in net losses of affiliates.........................................            6,415               5,152
                                                                                   ----------------    ----------------
                                                                                              1,889               2,278
  
       Decrease in accounts receivable and other current assets...................            1,153                 243
       Increase in accounts payable and accrued expenses and accrued interest.....            3,151               1,585
                                                                                   ----------------    ----------------
  
           Net cash provided by operating activities..............................            6,193               4,106
                                                                                   ----------------    ----------------
  
  FINANCING ACTIVITIES
     Repayments of debt...........................................................             (598)               (391)
     Proceeds from borrowing......................................................           75,000
     Deferred financing costs.....................................................           (1,627)
     Net transactions with affiliates.............................................             (141)               (574)
                                                                                   ----------------    ----------------
  
           Net cash provided by (used in) financing activities....................           72,634                (965)
                                                                                   ----------------    ----------------
  
  INVESTING ACTIVITIES
     Proceeds from sales of short-term investments, net...........................                               27,509
     Capital contributions and loans to affiliates................................           (1,768)             (7,925)
     Capital expenditures.........................................................          (16,172)            (18,670)
     Deferred charges.............................................................              (58)               (235)
                                                                                   ----------------    ----------------
  
           Net cash (used in) provided by investing activities....................          (17,998)                679
                                                                                   ----------------    ----------------
  
  INCREASE IN CASH AND CASH EQUIVALENTS...........................................           60,829               3,820
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................           37,372              63,314
                                                                                   ----------------    ----------------
  
  CASH AND CASH EQUIVALENTS, end of period........................................ (UK Pound)98,201    (UK Pound)67,134
                                                                                   ================    ================
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed consolidated balance sheet as of March 31, 1998 and the condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1998 and 1997 have been prepared
       by Comcast UK Cable  Partners  Limited  (the  "Company")  and have not been
       audited  by  the  Company's   independent   auditors.  In  the  opinion  of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations  and  cash  flows  as of  March  31,  1998  and for all  periods
       presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1998
       are not necessarily indicative of operating results for the full year.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  2.   AMALGAMATION WITH NTL
  
       On February 4, 1998,  the Company  entered into a  definitive  agreement to
       amalgamate (the "NTL  Transaction")  with a wholly owned Bermuda subsidiary
       of  NTL  Incorporated  ("NTL").  NTL is an  alternative  telecommunications
       company in the  United  Kingdom  ("UK")  and is listed on  Nasdaq.  The NTL
       Transaction  is expected to close in 1998,  subject to, among other things,
       the receipt of required Bermuda and UK regulatory  approvals,  the approval
       of the Company's and NTL's  shareholders,  the consent of the Company's and
       NTL's  bondholders,  the  consent of  certain  NTL bank  lenders  and other
       customary closing matters.  Comcast  Corporation  ("Comcast"),  through its
       indirect wholly owned subsidiary, Comcast U.K. Holdings, Inc. ("Holdings"),
       is the sole  holder  of the  multiple-voting  Class B Common  Shares of the
       Company and has agreed to vote for the  transaction,  assuring its approval
       by the Company's  shareholders.  Upon  consummation of the NTL Transaction,
       the Company would become a wholly owned subsidiary of NTL.
  
       Except in the  circumstances  described below,  the Company's  shareholders
       will receive  0.3745  shares of NTL common stock for each of the  Company's
       Class A Common  Shares or Class B Common  Shares.  If the  average  closing
       price of the NTL common  stock for a specified  period of time prior to the
       Company's shareholders meeting to approve the NTL Transaction (the "Average
       Price") is less than $26.70,  the Company will have the option to terminate
       the NTL  Transaction,  subject to the right of NTL to adjust  the  exchange
       ratio such that one share of the Company's Class A Common Shares or Class B
       Common  Shares will be exchanged for a number of shares of NTL common stock
       equal to $10.00 (based on the Average Price).
  
       Pursuant  to  existing   arrangements  between  the  Company  and  Telewest
       Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
       PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
       Cable"),  Telewest has certain  rights (the  "Telewest  Rights") to acquire
       either or both of the Company's  interests in these systems (see Note 3) as
       a result of the NTL  Transaction.  However,  as described in the  following
       paragraphs, the consummation of the NTL Transaction is not dependent on the
       resolution of the Telewest Rights.
  
                                          5
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       If the Telewest  Rights have been exercised prior to the closing of the NTL
       Transaction, the Company's shareholders may receive (at the option of NTL),
       in lieu of a portion of the consideration allocable to the interest subject
       to the exercised  Telewest Rights,  the per share proceeds from the sale of
       the interest to Telewest (net of taxes on gain on sale), payable in cash or
       shares of NTL common stock valued at the greater of $30.00 per share or the
       Average Price at closing (the "Exercise Consideration").
  
       Similarly,  if at  closing  either  of the  Telewest  Rights  have not been
       exercised  and have not been waived or  otherwise  expired,  the  Company's
       shareholders  may receive (at the option of NTL),  shares of a new class of
       NTL preferred  stock equal to a portion of the  consideration  allocable to
       the interest subject to the unexercised  Telewest Rights. Any shares of NTL
       preferred stock would have the same voting and dividend rights as shares of
       NTL common stock,  would be subject to redemption as described  below,  and
       would be expected to be listed for trading on Nasdaq.  If following closing
       the Telewest Rights are exercised, the NTL preferred stock will be redeemed
       for the Exercise  Consideration  (based on the Average Price at the time of
       exercise). If the Telewest Rights are resolved without being exercised, the
       NTL preferred  stock will be redeemed for NTL common stock on a one-for-one
       basis.
  
       Of the  consideration  to be received by the Company's  shareholders in the
       NTL Transaction,  the parties have allocated 31% to the Company's  interest
       in Cable  London and 17% to the  Company's  interest in  Birmingham  Cable.
       However, if either or both of the Telewest Rights are exercised, the actual
       consideration  to  be  received  by  the  Company's   shareholders  may  be
       materially  different from the portion of the consideration (the "allocable
       portion")  which  has  been  allocated  by the  parties  to  the  Company's
       respective  interests in Cable London and Birmingham  Cable,  depending on,
       among other things,  the value of these interests,  as finally  determined,
       whether NTL exercises its option to deliver the Exercise  Consideration  in
       lieu of the  allocable  portion and, the amount of any taxes payable by the
       Company on the sale of these interests.
  
  3.   INVESTMENTS IN AFFILIATES
  
       The Company  has  invested in two  affiliates:  Birmingham  Cable and Cable
       London  (together,  the "Equity  Investees").  The Equity Investees operate
       integrated  cable   communications,   residential  telephony  and  business
       telecommunications  systems in their  respective major  metropolitan  areas
       under   exclusive    cable    television    licenses   and    non-exclusive
       telecommunications  licenses. As of March 31, 1998, the Company's ownership
       interest in the Equity Investees is as follows:
  
               Birmingham Cable................................27.5%
               Cable London....................................50.0%
  
       Included in investments in affiliates as of March 31, 1998 and December 31,
       1997,  are loans to Cable  London of (UK  Pound)28.5  million  and  accrued
       interest of (UK Pound)6.7 million and (UK Pound)6.0 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays Bank plc (9.25%  effective  rate as of March 31, 1998) and
       are  subordinate to Cable London's  credit  facility.  Of these loans,  (UK
       Pound)21.0  million  as of  March  31,  1998 and  December  31,  1997,  are
       convertible  into ordinary shares of Cable London at a per share conversion
       price of (UK  Pound)2.00.  Also included in investments in affiliates as of
       March 31, 1998 and December 31, 1997, are loans to Birmingham  Cable of (UK
       Pound)3.7  million and (UK  Pound)1.9  million and accrued  interest of (UK
       Pound)177,000  and (UK  Pound)133,000,  respectively.  The Birmingham Cable
       loans  accrue  interest  at a fixed  rate of 7.8%  and are  subordinate  to
       Birmingham Cable's credit facility.
  
       Although the Company is not contractually  committed to make any additional
       capital  contributions  or advances to the Equity  Investees,  it currently
       intends to fund its share of the amounts necessary for capital expenditures
  
                                          6
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  and to finance operating  deficits.  Failure to do so could dilute the Company's
  ownership interests in the Equity Investees.
  
  Summarized  financial  information for affiliates accounted for under the equity
  method is as follows:
  Birmingham           Cable
                                                                           Cable             London                Combined
                                                                       (UK Pound)000      (UK Pound)000         (UK Pound)000
  THREE MONTHS ENDED MARCH 31, 1998
       Results of operations
           Service income............................................(UK Pound)18,779   (UK Pound)15,935      (UK Pound)34,714
           Operating, selling, general and
             administrative expenses.................................         (14,582)           (12,663)              (27,245)
           Depreciation and amortization.............................          (6,486)            (5,456)              (11,942)
           Operating loss............................................          (2,289)            (2,184)               (4,473)
           Net loss..................................................         (12,345)            (5,870)              (18,215)
           Company's equity in net loss..............................          (3,432)            (2,983)               (6,415)
  
       AT MARCH 31, 1998
       Financial position
           Current assets............................................           8,888             10,664                19,552
           Noncurrent assets.........................................         248,703            187,023               435,726
           Current liabilities.......................................          21,256             23,344                44,600
           Noncurrent liabilities....................................         176,350            180,461               356,811
  
       THREE MONTHS ENDED MARCH 31, 1997
       Results of operations
           Service income............................................          15,394             11,671                27,065
           Operating, selling, general and
             administrative expenses.................................         (13,454)           (11,036)              (24,490)
           Depreciation and amortization.............................          (6,293)            (4,258)              (10,551)
           Operating loss............................................          (4,353)            (3,623)               (7,976)
           Net loss..................................................          (7,355)            (6,109)              (13,464)
           Company's equity in net loss..............................          (2,058)            (3,094)               (5,152)
  4.   LONG-TERM DEBT
  
       UK Holdings Credit Facility
       In December 1997,  Comcast UK Holdings  Limited ("UK  Holdings"),  a wholly
       owned  subsidiary of the Company,  entered into a loan  agreement  (the "UK
       Holdings  Agreement") with a consortium of banks to provide financing under
       a credit  facility (the "UK Holdings  Credit  Facility") up to a maximum of
       (UK  Pound)200.0  million.  Under the terms of the UK  Holdings  Agreement,
       borrowings  under  the  UK  Holdings  Credit  Facility  are  guaranteed  by
       Cambridge  Holding  Company Limited  ("Cambridge  Cable") and two companies
       holding the franchises for Darlington and Teesside,  England  ("Teesside").
       Cambridge Cable and Teesside are wholly owned subsidiaries of the Company.
  
       In January 1998, UK Holdings  borrowed (UK Pound)75.0  million under the UK
       Holdings Credit Facility. Of this initial borrowing, (UK Pound)50.4 million
       was paid to the Company as a dividend and (UK  Pound)17.8  million was used
       to fund capital  expenditures and working capital requirements at Cambridge
       Cable and Teesside.  Final maturity of the UK Holdings  Credit  Facility is
       January 31, 2001. The UK Holdings  Credit Facility bears interest at a rate
       per annum
  
                                          7
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       equal to the London  Interbank  Offered Rate ("LIBOR") plus 1/2% to 2 1/4%.
       As of March 31, 1998 the Company's effective weighted average interest rate
       on the UK Holdings Credit Facility was 9.47%.
  
       The consummation of the NTL Transaction will result in a change in control,
       as defined in the UK Holdings  Credit  Facility.  Upon a change in control,
       all amounts  outstanding  under the UK Holdings Credit Facility will become
       immediately due and payable.
  
  5.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earns  consulting fee income under  consulting  agreements  with the Equity
       Investees.  The consulting fee income is generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas.
  
       The  Company's  right to receive  consulting  fee payments  from the Equity
       Investees has been subordinated to the banks under their credit facilities.
       Accordingly,  these fees have been classified as long-term  receivables and
       are  included in  investments  in  affiliates  in the  Company's  condensed
       consolidated  balance  sheet.  In addition,  the Company's  shares in Cable
       London have been pledged to secure amounts outstanding under Cable London's
       revolving credit facility.
  
       Management fee expense is incurred under agreements  between the Company on
       the one hand,  and Comcast,  the  Company's  controlling  shareholder,  and
       Comcast UK Cable  Partners  Consulting,  Inc.  ("Comcast  Consulting"),  an
       indirect wholly owned subsidiary of Comcast, on the other,  whereby Comcast
       and Comcast Consulting provide consulting  services to the Equity Investees
       on behalf of the  Company and  management  services  to the  Company.  Such
       management  fees are based on Comcast's  and Comcast  Consulting's  cost of
       providing such services. As of March 31, 1998 and December 31, 1997, due to
       affiliates consists primarily of this management fee and operating expenses
       paid by Comcast and its affiliates on behalf of the Company.
  
       For the three  months  ended  March 31,  1998 and 1997,  investment  income
       includes  (UK  Pound)694,000  and (UK  Pound)529,000  of  interest  income,
       respectively, relating to the loans to the Equity Investees.
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Holdings  which are due in  September  1999.  For the three months ended
       March 31, 1998 and 1997,  the Company  recorded (UK  Pound)245,000  and (UK
       Pound)224,000, respectively, of interest expense relating to such notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more or less favorable than those with non-affiliated parties.
  
  6.   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.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash  payments for interest of (UK  Pound)1.6  million and
       (UK  Pound)135,000  during the three  months ended March 31, 1998 and 1997,
       respectively.
  
       The Company's wholly owned subsidiaries  incurred capital lease obligations
       of (UK Pound)1.3 million during the three months ended March 31, 1998.
  
                                          8
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   are
  principally engaged in the development,  construction,  management and operation
  of  the   interests  of  Comcast  in  the  United   Kingdom   ("UK")  cable  and
  telecommunications  industry. As of March 31, 1998, the Company has interests in
  four  operations  (the  "Operating  Companies"):  Birmingham  Cable  Corporation
  Limited ("Birmingham Cable"), in which the Company owns a 27.5% interest,  Cable
  London  PLC  ("Cable  London"),  in which  the  Company  owns a 50.0%  interest,
  Cambridge Holding Company Limited ("Cambridge Cable"), in which the Company owns
  a 100% interest and two companies  holding the  franchises  for  Darlington  and
  Teesside,  England ("Teesside"),  in which the Company owns a 100% interest. The
  Company  accounts  for its  interests  in  Birmingham  Cable  and  Cable  London
  (together, the "Equity Investees") under the equity method.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.6  million  homes  and the
  businesses  within their  franchise  areas.  As of March 31, 1998, the Operating
  Companies'  systems passed more than 1,219,000 homes or approximately 76% of the
  homes in their franchise  areas and served more than 306,000 cable  subscribers,
  380,000  residential   telephony   subscribers  and  12,000  business  telephony
  subscribers.
  
  General Developments of Business
  
  Amalgamation with NTL
  
  See Note 2 to the Company's Condensed Consolidated Financial Statements included
  in Item 1.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  shareholders,  as well as proceeds from the Company's initial public offering of
  15.0 million of its Class A Common Shares (net proceeds of $209.4 million or (UK
  Pound)132.6  million) in September  1994 and from the Company's  offering of its
  $517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
  due 2007 (the "2007 Discount Debentures") (net proceeds of $291.1 million or (UK
  Pound)186.9  million) in November 1995.  Interest  accretes on the 2007 Discount
  Debentures at 11.20% per annum compounded  semi-annually  from November 15, 1995
  to November 15, 2000, after which date interest will be paid in cash on each May
  15 and  November 15 through  November  15, 2007.  The 2007  Discount  Debentures
  contain  restrictive   covenants  which  limit  the  Company's  ability  to  pay
  dividends.  The  Operating  Companies  are not expected to pay any  dividends or
  advances in the foreseeable future.
  
  In December 1997,  Comcast UK Holdings Limited ("UK  Holdings"),  a wholly owned
  subsidiary  of the  Company,  entered  into a loan  agreement  (the "UK Holdings
  Agreement")  with a  consortium  of banks to  provide  financing  under a credit
  facility (the "UK Holdings Credit  Facility") up to a maximum of (UK Pound)200.0
  million.  Under the terms of the UK Holdings Agreement,  borrowings under the UK
  Holdings Credit Facility are guaranteed by Teesside and Cambridge Cable.
  
                                          9
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  In January  1998,  UK Holdings  borrowed  (UK  Pound)75.0  million  under the UK
  Holdings Credit Facility. Of this initial borrowing,  (UK Pound)50.4 million was
  paid to the Company as a dividend  and (UK  Pound)17.8  million was used to fund
  capital  expenditures  and working  capital  requirements at Cambridge Cable and
  Teesside.
  
  Final  maturity of the UK Holdings  Credit  Facility is January 31, 2001. The UK
  Holdings  Credit Facility bears interest at a rate per annum equal to the London
  Interbank  Offered Rate ("LIBOR") plus 1/2% to 2 1/4%. As of March 31, 1998, the
  Company's  effective  weighted  average  interest rate on the UK Holdings Credit
  Facility was 9.47%.
  
  The UK Holdings Credit Facility  contains  restrictive  covenants which limit UK
  Holdings'  ability to enter into  arrangements  for the  acquisition and sale of
  property and  equipment,  investments,  mergers and the incurrence of additional
  debt.  Certain of these covenants require that certain financial ratios and cash
  flow levels be maintained and contain certain restrictions on dividend payments.
  The Company's right to receive  consulting fee payments from Cambridge Cable and
  Teesside  has been  subordinated  to the  banks  under  the UK  Holdings  Credit
  Facility. In addition,  the Company's shares in UK Holdings have been pledged to
  secure the UK Holdings Credit Facility.
  
  The consummation of the NTL Transaction  will result in a change in control,  as
  defined  in the UK  Holdings  Credit  Facility.  Upon a change in  control,  all
  amounts   outstanding   under  the  UK  Holdings  Credit  Facility  will  become
  immediately due and payable.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies will be able to generate positive  operating cash flow,
  (iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
  whether  there  may be  future  acquisitions  and  trades  funded in cash or the
  Company's shares.  There are no agreements or negotiations for specific material
  acquisitions currently pending.
  
  Historically,  the  Company  has made  investments  in the Equity  Investees  in
  conjunction  with  proportionate  investments  by its  strategic  and  financial
  partners.  The Company made  capital  contributions  and loans to the  Operating
  Companies in the aggregate of (UK Pound)1.8  million and (UK Pound)31.3  million
  during the three  months ended March 31, 1998 and 1997,  respectively.  Of these
  amounts,  (UK Pound)1.8 million and (UK Pound)7.9 million relate to loans to the
  Equity  Investees  during  the  three  months  ended  March  31,  1998 and 1997,
  respectively.  Although the Company is not  contractually  committed to make any
  additional capital contributions or loans to the Equity Investees,  it currently
  intends to fund its share of the amounts necessary for capital  expenditures and
  to  finance  operating  deficits.  Failure to do so could  dilute the  Company's
  ownership interests in the Equity Investees.
  
  The Company  estimates that the Operating  Companies will require  approximately
  (UK  Pound)116.0  million  from April 1, 1998  through  December  31,  1998,  to
  continue the build-out of their systems. Management believes that the entire (UK
  Pound)116.0  million  required will be funded through  drawdowns under currently
  existing credit  facilities  (subject to compliance  with certain  financial and
  operating covenants).  If such credit facilities are not available for drawdown,
  the Company  expects that its  strategic  and  financial  partners in the Equity
  Investees will provide their pro-rata share of any required  fundings,  although
  they are not  contractually  obligated  to do so.  Thus,  no  assurance  of such
  funding can be given. If the Company's  strategic and financial partners fail to
  provide such financing, the Equity Investees will be required to seek additional
  funds  elsewhere.  Such  additional  funds may come from the  Company,  from new
  strategic and financial partners, from borrowings under new credit facilities or
  from other  sources,  although there can be no assurance that any such financing
  would be  available  on  acceptable  terms and  conditions.  The Company and its
  strategic  and  financial  partners  generally  have veto rights over the Equity
  Investees' debt financing decisions.  Failure of any Operating Company to obtain
  financing necessary to complete the build-out of its system could result in loss
  of its cable franchises and licenses.
  
                                         10
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
  operating  cash flow and obtain  external  financing,  although  there can be no
  assurance  that any such  financing  will be  obtained on  acceptable  terms and
  conditions.  The Company  believes that its existing  cash and cash  equivalents
  will be sufficient  to fund the Company's  required  capital  contributions  and
  advances to the Equity  Investees and  borrowings  under the UK Holdings  Credit
  Facility will be  sufficient  to fund  development  and  construction  costs for
  Cambridge Cable and Teesside throughout 1998.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic and financial  partners,  cash from the issuance of Birmingham Cable's
  preference shares and borrowings under Birmingham Cable's credit facility.
  
  The Company estimates that approximately (UK Pound)16.0 million will be required
  from  April 1, 1998  through  December  31,  1998 to  continue  development  and
  construction of Birmingham Cable's cable/telephony  network. The Company expects
  that such funds will be provided by borrowings under the Birmingham Cable credit
  facility.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial  partner and  borrowings  under Cable  London's  previous  and current
  credit facilities.
  
  The Company estimates that approximately (UK Pound)31.0 million will be required
  from  April 1, 1998  through  December  31,  1998 to  continue  development  and
  construction of Cable London's cable/telephony network. The Company expects that
  such  funds  will be  provided  by  borrowings  under  the Cable  London  credit
  facility.
  
  Cambridge Cable. Historically, Cambridge Cable's primary sources of funding have
  been capital  contributions  and loans from the Company and the Company's former
  strategic and financial  partner.  The Company estimates that  approximately (UK
  Pound)36.0 million will be required from April 1, 1998 through December 31, 1998
  to continue  development and construction of Cambridge  Cable's  cable/telephony
  network.  The Company  expects  that such funds will be  provided by  borrowings
  under the UK Holdings Credit Facility.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)33.0 million will be required from April 1, 1998 through December 31, 1998
  to continue development and construction of Teesside's  cable/telephony network.
  The Company expects that such funds will be provided by borrowings  under the UK
  Holdings Credit Facility.
  
  Statement of Cash Flows
  
  Cash and cash equivalents  increased (UK Pound)60.8 million as of March 31, 1998
  from December 31, 1997 and increased (UK Pound)3.8  million as of March 31, 1997
  from  December 31, 1996.  Increases in cash and cash  equivalents  resulted from
  cash  flows  from  operating,  financing  and  investing  activities  which  are
  explained below.
  
  Net cash provided by operating  activities amounted to (UK Pound)6.2 million and
  (UK  Pound)4.1  million  for the three  months  ended  March 31,  1998 and 1997,
  respectively.  The  increase in net cash  provided by  operating  activities  as
  compared to the prior period is principally due to the increase in the Company's
  operating  income before  depreciation  and  amortization and changes in working
  capital as a result of the timing of receipts and disbursements.
  
                                         11
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  Net cash provided by (used in) financing  activities  amounted to (UK Pound)72.6
  million and ((UK  Pound)965,000)  for the three  months ended March 31, 1998 and
  1997,  respectively.  During the three  months  ended March 31,  1998,  net cash
  provided by financing  activities  includes (UK Pound)75.0 million of borrowings
  under the UK Holdings Credit Facility.
  
  Net cash (used in) provided by investing activities was ((UK Pound)18.0) million
  and (UK  Pound)679,000  for the three  months  ended  March  31,  1998 and 1997,
  respectively.  During the three months  ended March 31,  1998,  net cash used in
  investing activities includes capital expenditures of (UK Pound)16.2 million and
  capital  contributions and loans to affiliates of (UK Pound)1.8 million.  During
  the three months ended March 31, 1997, net cash provided by investing activities
  includes  proceeds from the sales of short-term  investments  of (UK  Pound)27.5
  million,  offset principally by capital  expenditures of (UK Pound)18.7 million,
  and capital contributions and loans to affiliates of (UK Pound)7.9 million.
  
  Results of Operations
  
  The Company
  
  Summarized  consolidated  financial  information  for the  Company for the three
  months ended March 31, 1998 and 1997 is as follows (in  thousands,  "NM" denotes
  percentage is not meaningful):
  Three Months Ended
                                                                           March 31,                     Increase/(Decrease)
                                                                  1998                1997             (UK Pound)          %
  Revenues                                                 (UK Pound)17,576    (UK Pound)12,351    (UK Pound)5,225       42.3%
  Operating, selling, general and administrative expenses            14,150              12,128              2,022       16.7
  Management fees                                                       755                 843                (88)     (10.4)
                                                          -----------------   -----------------
  Operating income (loss) before depreciation and
     amortization (1)                                                 2,671                (620)             3,291         NM
  Depreciation and amortization                                       7,254               5,923              1,331       22.5
                                                          -----------------   -----------------
  Operating loss                                                     (4,583)             (6,543)            (1,960)     (30.0)
                                                          -----------------   -----------------
  Interest expense                                                    8,470               6,051              2,419       40.0
  Investment income                                                  (2,229)             (2,101)               128        6.1
  Equity in net losses of affiliates                                  6,415               5,152              1,263       24.5
  Exchange  (gains) losses and other                                 (1,748)              4,895             (6,643)        NM
                                                          -----------------   -----------------
  Net loss                                                ((UK Pound)15,491)  ((UK Pound)20,540)  ((UK Pound)5,049)     (24.6%)
                                                          =================   =================
  ------------
  (1)  Operating  income (loss) before  depreciation  and amortization is commonly
       referred to in the Company's businesses as "operating cash flow (deficit)."
       Operating  cash flow  (deficit)  is a measure  of a  company's  ability  to
       generate  cash  to  service  its   obligations,   including   debt  service
       obligations, and to finance capital and other expenditures.  In part due to
       the capital intensive nature of the Company's  businesses and the resulting
       significant  level  of  non-cash   depreciation  expense  and  amortization
       expense,  operating  cash flow  (deficit) is frequently  used as one of the
       bases for comparing  businesses in the Company's  industries,  although the
       Company's measure of operating cash flow (deficit) may not be comparable to
       similarly titled measures of other companies. Operating cash flow (deficit)
       does not purport to represent  net income or net cash provided by operating
       activities,  as those terms are defined under generally accepted accounting
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements as an indicator of the Company's  performance.  See "Statement
       of Cash Flows"  above for a  discussion  of net cash  provided by operating
       activities.
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative  expenses and depreciation and amortization
  expense  for the three  months  ended  March 31,  1998,  as compared to the same
  period in 1997, are attributable to the effects of the continued  development of
  Teesside's and Cambridge Cable's
  
                                         12
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  operations  and increased  business  activity  resulting  from the growth in the
  number of subscribers in their respective franchise areas.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income is generally  based on a percentage of gross revenues or a
  fixed  amount  per  dwelling  unit in the  Equity  Investees'  franchise  areas.
  Consulting fee income for the three months ended March 31, 1998 and 1997 was (UK
  Pound)274,000 and (UK Pound)233,000, respectively.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
  Consulting"),  an indirect  wholly owned  subsidiary  of Comcast,  on the other,
  whereby Comcast and Comcast Consulting provide consulting services to the Equity
  Investees on behalf of the Company and management services to the Company.  Such
  management  fees  are  based  on  Comcast's  and  Comcast  Consulting's  cost of
  providing such services.
  
  Interest  expense  for the three  months  ended  March 31, 1998 and 1997 was (UK
  Pound)8.5  million and (UK  Pound)6.1  million,  respectively,  representing  an
  increase of (UK  Pound)2.4  million  from 1997 as compared to the same period in
  1998. The increase is primarily attributable to interest on borrowings under the
  UK Holdings Credit Facility and the compounding of interest on the 2007 Discount
  Debentures.
  
  Investment  income for the three  months  ended  March 31, 1998 and 1997 was (UK
  Pound)2.2  million and (UK  Pound)2.1  million,  respectively,  representing  an
  increase of (UK Pound)100,000  from 1997 as compared to the same period in 1998.
  The increase is primarily  due to increases in the average loan  balances to the
  Equity Investees in 1998 as compared to the same period in 1997.
  
  Equity in net losses of affiliates for the three months ended March 31, 1998 and
  1997  was  (UK  Pound)6.4  million  and  (UK  Pound)5.2  million,  respectively,
  representing  an increase of (UK Pound)1.2  million from 1997 as compared to the
  same period in 1998. The increase is attributable to increases in the net losses
  of Birmingham Cable, partially offset by reduced losses of Cable London.
  
  Exchange  (gains) losses and other for the three months ended March 31, 1998 and
  1997 were ((UK  Pound)1.7)  million  and (UK  Pound)4.9  million,  respectively,
  representing a change of (UK Pound)6.6 million from 1997 as compared to the same
  period in 1998. This change primarily results from the impact of fluctuations in
  the valuation of the UK Pound  Sterling on the 2007 Discount  Debentures,  which
  are  denominated  in United States  ("US")  dollars,  on the  Company's  foreign
  exchange  call option  contracts  and on cash held in US dollars.  The Company's
  results  of   operations   will   continue  to  be  affected  by  exchange  rate
  fluctuations.
  
                                         13
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  The Operating Companies
  
  Summarized  proportionate  combined  financial  information  for  the  Operating
  Companies  for the three  months ended March 31, 1998 and 1997 is as follows (in
  thousands, "NM" denotes percentage is not meaningful):
  Three Months Ended
                                                                         March 31,                    Increase/(Decrease)
                                                                  1998                1997          (UK Pound)          %
  Service income                                           (UK Pound)30,428     (UK Pound)22,182 (UK Pound)8,246      37.2%
  Operating, selling, general and administrative expenses            24,625               21,417           3,208      15.0
                                                          -----------------    -----------------
  Operating income before depreciation and
     amortization (a)                                                 5,803                  765           5,038        NM
  Depreciation and amortization                                      11,498                9,496           2,002      21.1
                                                          -----------------    -----------------
  Operating loss                                                     (5,695)              (8,731)         (3,036)    (34.8)
                                                          -----------------    -----------------
  Interest expense                                                    7,694                4,921           2,773      56.4
  Investment income                                                    (333)                (536)           (203)    (37.9)
                                                          -----------------    -----------------
  Net loss                                                ((UK Pound)13,056)   ((UK Pound)13,116)  ((UK Pound)60)     (0.5%)
                                                          =================    =================
  ------------
  (a)  See Note (1) on page 12.
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating  Companies'  results of operations for the three months
  ended March 31, 1998 and 1997 is based on their  proportionate  combined results
  of  operations.  Such  proportionate  combined  results of operations  have been
  derived from the financial  statements of the Company and the Equity  Investees,
  after  giving  effect  to the  Company's  ownership  interests  in  each  of the
  Operating Companies as of March 31, 1998. The Company believes that presentation
  of  proportionate  combined  financial  data,  although not in  accordance  with
  generally  accepted  accounting  principles,  facilitates the  understanding and
  assessment  of its  operating  performance  since the Company  accounts  for its
  interests in  Birmingham  Cable and Cable London  under the equity  method.  The
  results of  operations  of Teesside and Cambridge  Cable are  consolidated  with
  those of the Company.
  
  Proportionate  combined  service  income  was  (UK  Pound)30.4  million  and (UK
  Pound)22.2  million  for the  three  months  ended  March  31,  1998  and  1997,
  respectively,  representing  an increase of (UK  Pound)8.2  million from 1997 as
  compared to the same period in 1998.  Substantially all of the growth in service
  income was due to increases in the number of cable  communications and telephony
  subscribers,  primarily as a result of additional  homes  passed.  Approximately
  one-half of the Operating  Companies'  service income for the three months ended
  March  31,  1998 and 1997 is  derived  from  monthly  subscription  charges  and
  approximately  one-half  of their  service  income for these  periods is derived
  primarily from usage charges.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK  Pound)24.6  million and (UK  Pound)21.4  million for the three  months
  ended March 31,  1998 and 1997,  respectively,  representing  an increase of (UK
  Pound)3.2   million   from  1997  as  compared  to  the  same  period  in  1998.
  Substantially all of the increase was attributable to the continued  development
  of Teesside's and Cambridge Cable's  operations and increased  business activity
  resulting  from the growth in the number of subscribers  and  development of the
  Operating Companies' franchise areas.
  
  The  Operating  Companies  account  for costs  and  expenses  applicable  to the
  construction and operation of their cable  telecommunications  systems under the
  provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
  "Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
  the period  while a system is  partially  under  construction  and  partially in
  service (the "Prematurity Period"), costs of telecommunications plant, including
  materials,   direct   labor   and   construction   overhead   are   capitalized.
  Subscriber-related costs and general and
  
                                         14
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  administrative costs are expensed as incurred. Costs incurred in anticipation of
  servicing a fully  operating  system that will not vary regardless of the number
  of subscribers are partially  expensed and partially  capitalized based upon the
  percentage of average actual or estimated subscribers,  whichever is greater, to
  the total number of subscribers  expected at the end of the  Prematurity  Period
  (the "Fraction").  During the Prematurity Period,  depreciation and amortization
  of system assets is determined by multiplying the  depreciation and amortization
  of the total  capitalized  system assets  expected at the end of the Prematurity
  Period by the Fraction.  At the end of the Prematurity Period,  depreciation and
  amortization  of system assets is based on the remaining  undepreciated  cost at
  that date.
  
  Proportionate  combined depreciation and amortization expense was (UK Pound)11.5
  million and (UK Pound)9.5  million for the three months ended March 31, 1998 and
  1997, respectively,  representing an increase of (UK Pound)2.0 million from 1997
  as compared to the same period in 1998.  This increase was due to certain of the
  Operating  Companies'  discrete build areas ending their Prematurity  Periods as
  set out under  SFAS No. 51, as well as an  increase  in the  percentage  used to
  calculate depreciation expense as a result of an increased number of subscribers
  in those discrete franchise areas remaining in their Prematurity Period.
  
  Proportionate  combined  interest  expense  was (UK  Pound)7.7  million  and (UK
  Pound)4.9  million  for  the  three  months  ended  March  31,  1998  and  1997,
  respectively,  representing  an increase of (UK  Pound)2.8  million from 1997 as
  compared to the same period in 1998. The increase was primarily  attributable to
  additional borrowings under credit facilities and loans from shareholders.
  
  Proportionate   combined   investment  income  was  (UK  Pound)333,000  and  (UK
  Pound)536,000 for the three months ended March 31, 1998 and 1997,  respectively,
  representing a decrease of (UK  Pound)203,000  from 1997 as compared to the same
  period in 1998.  The  decrease  was  attributable  to a decrease  in the average
  balance of cash,  cash  equivalents  and  restricted  cash held by the Operating
  Companies  during the three months ended March 31, 1998, as compared to the same
  period in 1997.
  
                                         15
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
  The Company and the Operating  Companies are not party to litigation  which,  in
  the opinion of the Company's management,  will have a material adverse effect on
  the Company's financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 2.1  Agreement and Plan of  Amalgamation  dated as of February 4,
                      1998  among NTL  Incorporated,  NTL  (Bermuda)  Limited  and
                      Comcast UK Cable Partners Limited (incorporated by reference
                      to Exhibit 2.1 to the Company's  Current  Report on Form 8-K
                      filed on February 10, 1998).
  
                 27.1 Financial Data Schedule.
  
            (b)  Reports on Form 8-K:
  
                 (i)  Comcast UK Cable Partners  Limited filed a Current Report on
                      Form 8-K under Item 5 on February  10, 1998  relating to its
                      announcement of its Agreement and Plan of Amalgamation  with
                      NTL Incorporated and NTL (Bermuda) Limited.
  
                                         16
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                              COMCAST UK CABLE PARTNERS LIMITED
                                              ------------------------------------
  
                                              /s/ John R. Alchin
                                              ------------------------------------
                                              John R. Alchin
                                              Senior Vice President and
                                              Treasurer
                                              (Principal Financial Officer)
  
  Date: May 14, 1998
  
                                         17