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, 1999
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                                NTL (BERMUDA) LIMITED
               (Exact name of registrant as specified in its charter)
  
  
                    Bermuda                              Not Applicable
  --------------------------------------------------------------------------------
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)                Identification No.)
  
                   Cedar House                      Secretary NTL Incorporated
                 41 Cedar Avenue                      110 East 59th Street
            Hamilton, HM 12, Bermuda                   New York, NY 10022
                 (441) 295-2244                          (212) 906-8440
  --------------------------------------------------------------------------------
        (Address, including zip code, and      (Name, address, including zip code,
               telephone number,                      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, 1999, there were 800,000 shares of the Registrant's common stock
  outstanding.  The  Registrant  is an indirect,  wholly owned  subsidiary  of NTL
  Incorporated and there is no market for the Registrant's Common Stock.
  
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheets as of
                      March 31, 1999 (Unaudited) and December 31, 1998..........2
  
                      Condensed Consolidated Statements of Operations and
                      Accumulated Deficit for the Three Months Ended
                      March 31, 1999 and 1998 (Unaudited).......................3
  
                      Condensed Consolidated Statements of Cash Flows for
                      the Three Months Ended March 31, 1999 and 1998 
                      (Unaudited)...............................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 7
  
            Item 2.   Management's Discussion and Analysis of
                      Financial Condition and Results of Operations........8 - 11
  
            Item 3.   Quantitative and Qualitative Disclosures 
                      About Market Risk........................................12
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings........................................12
  
            Item 6.   Exhibits and Reports on Form 8-K.........................12
  
  SIGNATURE....................................................................13
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf of, the  Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive; Year 2000 readiness; future acquisitions; strategic partnerships and
  divestitures;  general  business and economic  conditions in the United Kingdom;
  and other risks  detailed  from time to time in the Company's  periodic  reports
  filed with the Securities and Exchange Commission.
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                     March 31,          December 31, 
                                                                                       1999                 1998
                                                                                  ----------------  ------------------
                                                                                  (in (UK Pound)000's, except share data)
  <S>                                                                             <C>                <C>    
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents................................................   (UK Pound)38,340   (UK Pound)103,451
      Accounts receivable, less allowance for doubtful accounts of
         (UK Pound)3,311 (1999) and (UK Pound)2,840 (1998).....................              5,502               5,603
      Other current assets.....................................................             13,186               5,404
                                                                                  ----------------  ------------------
      Total current assets.....................................................             57,028             114,458
                                                                                  ----------------  ------------------
  INVESTMENT IN CABLE LONDON PLC...............................................             26,625              28,080
                                                                                  ----------------  ------------------
  PROPERTY AND EQUIPMENT.......................................................            391,586             379,446
      Accumulated depreciation ................................................            (64,818)            (57,624)
                                                                                  ----------------  ------------------
      Property and equipment, net..............................................            326,768             321,822
                                                                                  ----------------  ------------------
  DEFERRED CHARGES.............................................................             58,322              58,269
      Accumulated amortization.................................................            (16,911)            (15,493)
                                                                                  ----------------  ------------------
      Deferred charges, net....................................................             41,411              42,776
                                                                                  ----------------  ------------------
  OTHER ASSETS.................................................................             56,420               5,188
                                                                                  ----------------  ------------------
                                                                                 (UK Pound)508,252   (UK Pound)512,324
                                                                                  ================  ==================
  LIABILITIES AND SHAREHOLDER'S EQUITY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses....................................   (UK Pound)26,031    (UK Pound)25,162
      Current portion of long-term debt........................................              1,557               1,966
      Note payable to Comcast U.K. Holdings, Inc...............................             12,577              12,310
                                                                                  ----------------  ------------------
         Total current liabilities.............................................             40,165              39,438
                                                                                  ----------------  ------------------
  LONG-TERM DEBT, less current portion.........................................            273,680             259,104
                                                                                  ----------------  ------------------
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDER'S EQUITY
      Common stock, (UK Pound).01 par value - authorized and issued 800,000 shares               8                   8
      Additional capital.......................................................            359,049             359,049
      Accumulated deficit......................................................           (164,650)           (145,275)
                                                                                  ----------------  ------------------
         Total shareholder's equity............................................            194,407             213,782
                                                                                  ----------------  ------------------
                                                                                 (UK Pound)508,252   (UK Pound)512,324
                                                                                  ================  ==================
  </TABLE>
  
  
  Note:  The balance  sheet at December 31, 1998 has been derived from the audited
  financial statements at that date.
  
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                              Three Months Ended March 31,
                                                                              1999                    1998
                                                                       -------------------    --------------------
                                                                                  (in (UK Pound)000's)
  <S>                                                                  <C>                     <C>   
  REVENUES
     Service income.................................................      (UK Pound)23,189        (UK Pound)17,302
     Consulting fee income..........................................                                           274
                                                                       -------------------    --------------------
                                                                                    23,189                  17,576
                                                                       -------------------    --------------------
  
  COSTS AND EXPENSES
     Operating......................................................                 7,773                   5,661
     Selling, general and administrative............................                10,169                   8,489
     Management fees................................................                                           755
     Depreciation and amortization..................................                 8,750                   7,254
                                                                       -------------------    --------------------
                                                                                    26,692                  22,159
                                                                       -------------------    --------------------
  
  OPERATING LOSS....................................................                (3,503)                 (4,583)
  
  OTHER (INCOME) EXPENSE
     Interest expense...............................................                 7,646                   8,470
     Investment income..............................................                (1,704)                 (2,229)
     Equity in net losses of affiliates.............................                 2,060                   6,415
     Amalgamation costs.............................................                   145
     Exchange losses (gains) and other..............................                 7,725                  (1,748)
                                                                       -------------------    --------------------
                                                                                    15,872                  10,908
                                                                       -------------------    --------------------
  
  NET LOSS..........................................................               (19,375)                (15,491)
  
  ACCUMULATED DEFICIT
     Beginning of period ...........................................              (145,275)               (187,373)
                                                                       -------------------    --------------------
     End of period..................................................    ((UK Pound)164,650)     ((UK Pound)202,864)
                                                                       ===================    ====================
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                  Three Months Ended March 31,
                                                                                    1999               1998
                                                                              -----------------  -----------------
                                                                                      (in (UK Pound)000's)
  <S>                                                                         <C>                <C>   
  OPERATING ACTIVITIES
     Net loss..............................................................   ((UK Pound)19,375) ((UK Pound)15,491)
     Adjustments to reconcile net loss to net cash (used in) provided by
      operating activities:
       Depreciation and amortization.......................................               8,750              7,254
       Amortization on foreign exchange contracts..........................                 683                683
       Non-cash interest expense...........................................               7,413              6,576
       Non-cash investment income..........................................                (542)              (694)
       Exchange losses (gains).............................................               7,637             (2,854)
       Equity in net losses of affiliates..................................               2,060              6,415
       Changes in operating assets and liabilities:
         Accounts receivable and other current assets......................              (7,681)             1,153
         Accounts payable and accrued expenses.............................                 866              3,151
                                                                              -----------------  -----------------
  
           Net cash (used in) provided by operating activities.............                (189)             6,193
                                                                              -----------------  -----------------
  
  FINANCING ACTIVITIES
     Repayments of debt....................................................                (754)              (598)
     Proceeds from borrowing...............................................                                 75,000
     Deferred financing costs..............................................                                 (1,627)
     Net transactions with affiliates......................................                 (60)              (141)
                                                                              -----------------  -----------------
  
           Net cash (used in) provided by financing activities.............                (814)            72,634
                                                                              -----------------  -----------------
  
  INVESTING ACTIVITIES
     Capital contributions and loans to affiliates.........................                                 (1,768)
     Fixed asset deposit with affiliate....................................             (51,915)
     Capital expenditures..................................................             (12,141)           (16,172)
     Additions to deferred charges.........................................                 (52)               (58)
                                                                              -----------------  -----------------
  
           Net cash (used in) investing activities.........................             (64,108)          (17,998)
                                                                              -----------------  -----------------
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.........................             (65,111)            60,829
  
  CASH AND CASH EQUIVALENTS, beginning of period...........................             103,451             37,372
                                                                              -----------------  -----------------
  
  CASH AND CASH EQUIVALENTS, end of period.................................    (UK Pound)38,340   (UK Pound)98,201
                                                                              =================  =================
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1998 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed consolidated balance sheet as of March 31, 1999 and the condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1999 and 1998 have been prepared
       by NTL (Bermuda)  Limited (formerly Comcast UK Cable Partners Limited) (the
       "Company") and have not been audited by the Company's independent auditors.
       In the opinion of management,  all  adjustments  (which include only normal
       recurring  adjustments) necessary to present fairly the financial position,
       results  of  operations  and cash  flows as of March  31,  1999 and for all
       periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1999
       are not necessarily indicative of operating results for the full year.
  
       Recent Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
       adoption of SFAS No. 133, all  derivatives are required to be recognized in
       the  statement of financial  position as either assets or  liabilities  and
       measured at fair value. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
  2.   AMALGAMATION WITH NTL
  
       On October 29, 1998, NTL Incorporated  ("NTL"),  NTL (Bermuda)  Limited,  a
       wholly  owned  subsidiary  of NTL,  and Comcast UK Cable  Partners  Limited
       ("Partners")  consummated a transaction (the  "Amalgamation"),  whereby NTL
       (Bermuda) Limited merged with Partners.
  
       Pursuant  to then  existing  arrangements  between  Partners  and  Telewest
       Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
       PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
       Cable"), Telewest had certain rights to acquire either or both of Partner's
       interests in these systems as a result of the  Amalgamation.  On August 14,
       1998, Partners and NTL entered into an agreement (the "Telewest Agreement")
       with  Telewest  relating to Partner's  ownership  interests  in  Birmingham
       Cable,  Partner's and Telewest's  respective  ownership  interests in Cable
       London  and  certain  other  related  matters.  Pursuant  to  the  Telewest
       Agreement,  Partners sold its 27.5% ownership  interest in Birmingham Cable
       to Telewest for (UK Pound)125 million, plus (UK Pound)5 million for certain
       subordinated debt and fees. Partners and Telewest have also agreed within a
       certain time period to  rationalize  their joint  ownership of Cable London
       pursuant to an agreed  procedure  (the  "Shoot-out").  Between April 29 and
       July 29, 1999, the Company can notify  Telewest of the price at which it is
       willing to sell its 50%  ownership  interest in Cable  London to  Telewest.
       Following  such  notification,  Telewest  at its option will be required at
       that price to either purchase the Company's 50% ownership interest in Cable
       London or sell its 50%  ownership  interest in Cable London to the Company.
       If the  Company  fails to give  notice to  Telewest  during  the  Shoot-out
       period,  it will be deemed to have given a notice to  Telewest  offering to
       sell its Cable London interest for (UK Pound)100 million.
  
                                          5
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   INVESTMENTS IN AFFILIATES
  
       Included in investments in affiliates as of March 31, 1999 and December 31,
       1998 are  loans to Cable  London  of (UK  Pound)28.5  million  and  accrued
       interest of (UK Pound)9.2 million and (UK Pound)8.6 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays Bank plc (7.50%  effective  rate as of March 31, 1999) and
       are  subordinate to Cable London's  credit  facility.  Of these loans,  (UK
       Pound)21.0  million  as of  March  31,  1999  and  December  31,  1998  are
       convertible  into ordinary shares of Cable London at a per share conversion
       price of (UK Pound)2.00.
  
       Although the Company is not contractually  committed to make any additional
       capital  contributions or advances to Cable London, it currently intends to
       fund its share of the amounts  necessary  for capital  expenditures  and to
       finance  operating  deficits.  Failure to do so could dilute the  Company's
       ownership interests in Cable London.
  
       Summarized  financial  information  for affiliates  accounted for under the
  equity method is as follows:
  
  <TABLE>
  <CAPTION>
                                                                        Birmingham        Cable
                                                                         Cable (1)        London          Combined
                                                                       (UK Pound)000  (UK Pound)000     (UK Pound)000
  <S>                                                              <C>               <C>               <C>   
       THREE MONTHS ENDED MARCH 31, 1999
       Results of operations
           Service income.........................................                  (UK Pound)18,992
           Operating, selling, general and
             administrative expenses..............................                           (13,579)
           Depreciation and amortization..........................                            (5,904)
           Operating loss.........................................                              (491)
           Net loss...............................................                            (4,023)
           Company's equity in net loss...........................                            (2,060)
  
       AT MARCH 31, 1999
       Financial position
           Current assets.........................................                             9,411
           Noncurrent assets......................................                           194,185
           Current liabilities....................................                            21,636
           Noncurrent liabilities.................................                           209,556
  
       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)
  <FN>
  (1)  The Company sold its 27.5% interest in Birmingham Cable in October 1998.
  </FN>
  </TABLE>
  
  4.   JOINT PURCHASING ALLIANCE AGREEMENT
  
       Other assets  includes a deposit of (UK  Pound)51.9  million  which will be
       utilized under a Joint Purchasing  Alliance  Agreement entered into between
       subsidiaries   of  the  Company  and  Diamond  Cable   Communications   plc
       ("Diamond"), a subsidiary of NTL, for combined fixed asset purchases.
  
  
                                          6
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  5.   CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash  payments for interest of (UK  Pound)233,000  and (UK
       Pound)1.6  million  during the three  months ended March 31, 1999 and 1998,
       respectively.
  
       The Company's wholly owned subsidiaries  incurred capital lease obligations
       of (UK  Pound)138,000  and (UK  Pound)1.3  million  during the three months
       ended March 31, 1999 and 1998, respectively.
  
                                          7
  
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  NTL (Bermuda)  Limited (the  "Company")  and its  subsidiaries  are  principally
  engaged in the development,  construction, management and operation of companies
  in the UK cable  and  telecommunications  industry.  As of March 31,  1999,  the
  Company had interests in three operations (the "Operating Companies"): Cambridge
  Holding Company Limited  ("Cambridge  Cable"),  in which the Company owns a 100%
  interest, two companies holding franchises for Darlington and Teesside,  England
  ("Teesside"),  in which the Company owns a 100%  interest,  and Cable London PLC
  ("Cable London"), in which the Company owns a 50% interest. The Company accounts
  for its  interests  in Cable London under the equity  method.  Birmingham  Cable
  Corporation  Limited  ("Birmingham  Cable") in which the  Company  owned a 27.5%
  interest was  accounted  for using the equity method in 1998 until the interests
  were sold to Telewest Communications plc ("Telewest") in October 1998.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.2  million  homes  and the
  businesses  within their  franchise  areas.  As of March 31, 1999, the Operating
  Companies'  systems passed more than 888,000 homes or  approximately  75% of the
  homes in their franchise  areas and served more than 221,000 cable  subscribers,
  314,000  residential   telephony   subscribers  and  11,000  business  telephony
  subscribers.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the  Company  financed  its  cash  requirements  through  capital
  contributions  from its former  shareholders  and the issuance of common  stock,
  debentures  and other debt. In November  1995, the Company issued $517.3 million
  principal  amount at maturity  11.20% Senior  Discount  Debentures due 2007 (the
  "2007 Discount  Debentures").  Interest accretes on the 2007 Discount Debentures
  at 11.20% per annum compounded  semi-annually from November 15, 1995 to November
  15,  2000,  after  which date  interest  will be paid in cash on each May 15 and
  November 15 through  November 15, 2007.  The 2007  Discount  Debentures  contain
  restrictive covenants which limit the Company's ability to pay dividends.
  
  The Company has 9%  Subordinated  Notes payable to Comcast U.K.  Holdings,  Inc.
  which are due in  September  1999.  Principal  and accrued  interest due will be
  approximately (UK Pound)13 million.
  
  In August 1998, the Company and NTL Incorporated  entered into an agreement with
  Telewest  relating to the  Company's  and  Telewest's  respective  50% ownership
  interests  in Cable London and certain  other  related  matters  (the  "Telewest
  Agreement"). Pursuant to the Telewest Agreement, the Company and Telewest agreed
  to a procedure to rationalize  their joint  ownership of Cable London as follows
  (the "Cable London Shoot-out").  Between April 29 and July 29, 1999, the Company
  can  notify  Telewest  of the  price  at  which  it is  willing  to sell its 50%
  ownership in Cable London to Telewest. Following such notification,  Telewest at
  its option will be required at that price to either  purchase the  Company's 50%
  ownership  interest in Cable London or sell its 50% ownership  interest in Cable
  London to the Company. If the Company fails to give notice to Telewest,  it will
  be deemed to have given a notice to Telewest  offering to sell its Cable  London
  interest for (UK Pound)100 million.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
  operating cash flow, or, if necessary,  to obtain external  financing,  although
  there can be no assurance that any such financing will be obtained on acceptable
  terms  and  conditions.   Except  for  its  working  capital  and  debt  service
  requirements,  the Company's cash needs will depend on  management's  investment
  decisions.   Investment  considerations  include  (i)  whether  further  capital
  contributions will be made to Cable London, (ii) whether the Operating Companies
  can obtain debt financing, (iii) whether the Operating Companies will be able to
  generate
  
                                          8
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  positive  operating cash flow, (iv) the timing of the build-out of the Operating
  Companies' systems, and (v) whether there may be future acquisitions,  including
  the Cable London Shoot-out.
  
  The Company  estimates that the Operating  Companies will require  approximately
  (UK Pound)83.0 million from April 1, 1999 through December 31, 1999, to continue
  the  build-out  of  their  systems.  Management  believes  that the  entire  (UK
  Pound)83.0 million required will be funded through the Joint Purchasing Alliance
  Agreement deposit of (UK Pound)51.9  million,  cash from operations or from cash
  on hand, and, for Cable London,  through cash from  operations,  cash on hand or
  drawdowns under currently existing credit facilities (subject to compliance with
  certain  financial and operating  covenants).  If such credit facilities are not
  available for drawdown,  the Company  expects that  Telewest,  its strategic and
  financial  partner in Cable  London,  will  provide  its  pro-rata  share of any
  required  fundings,  although Telewest is not contractually  obligated to do so.
  Thus,  no assurance of such funding can be given.  If Telewest  fails to provide
  such  financing,  Cable  London  will  be  required  to  seek  additional  funds
  elsewhere.  Such additional funds may come from the Company,  from new strategic
  and financial  partners,  from  borrowings  under new credit  facilities or from
  other sources,  although there can be no assurance that any such financing would
  be  available  on  acceptable  terms and  conditions.  The Company and  Telewest
  generally have veto rights over Cable London's debt financing decisions.
  
  Year 2000 Issue
  
  Strategy
  
  The Company's operations are conducted through its Operating Companies,  each of
  which has different  configurations of hardware and software. The Company itself
  is a holding  company with very limited  activities.  The Company uses  personal
  computers and software that are Year 2000 ready. Each of the Operating Companies
  is conducting  its own program for Year 2000  compliance.  Each of the Operating
  Companies has appointed a senior  manager to be  responsible  for achieving Year
  2000 readiness,  and has set up an internal  progress and review  process.  This
  includes  assessing the progress of  significant  vendors in achieving Year 2000
  readiness.  The  Cambridge  Cable  and  Teesside  Year 2000  programs  have been
  integrated into the NTL Incorporated program.
  
  Status to Date
  
  The  Operating   Companies  utilize  hardware  and  software  from  vendors  for
  substantially all of their activities,  including billing,  customer service and
  the operation of the network.  The Operating Companies,  therefore,  are working
  with these  third-party  vendors to ensure Year 2000  readiness.  It is possible
  that one or more suppliers  will not be able to provide the Operating  Companies
  with  reasonable  assurances that they will be ready for the Year 2000, in which
  case the Company expects the Operating  Companies will seek another  vendor.  No
  assurance, however, can be given that such alternative will be available.
  
  The Operating  Companies have already  received  assurances  from vendors of its
  main service platforms,  including vendors of its telephony  switches,  cable TV
  subsystems,  and customer  management  systems  ("CMS"),  with the  exception of
  Cambridge  Cable's CMS,  that they expect to be Year 2000 ready.  The  Cambridge
  Cable CMS is currently being modified with  completion  scheduled for July 1999.
  The  cost of the  necessary  software  upgrades  is  generally  included  in the
  Operating Companies maintenance contracts with its vendors.
  
  Costs
  
  There are few major costs  directly  attributable  to the Year 2000  issues,  as
  suppliers will include any remedial software in their normal upgrade process.
  
  For the  smaller  systems,  such as PCs,  there  has been some  acceleration  of
  routine  replacement and upgrades to ensure all systems are Year 2000 ready. The
  Company  estimates  that this  acceleration  will  result in  approximately  (UK
  Pound)300,000 per Operating Company to be incurred in 1999.
  
                                          9
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  Risks
  
  The primary risks of a serious  business-affecting  Year 2000 problem arise from
  two separate external sources:
  
  First, a major utility (such as power, water, major  telecommunications  company
  or public sector entity) fails to operate at or after the Year 2000.  This risk,
  which is beyond the Company's control or ability to monitor, could significantly
  adversely affect the Company's financial condition and results of operations.
  
  Second, a supplier of mission critical software fails to timely deliver suitable
  Year 2000  software,  despite its written  assurances.  Any such  failure  could
  significantly  adversely affect the Company's financial condition and results of
  operations. The Operating Companies' Year 2000 project managers' primary task is
  to prevent such a failure.
  
  Contingency Plans
  
  Cambridge Cable and Teesside will be included in NTL Incorporated's  contingency
  planning, which is in process.
  
  Condensed Consolidated Statements of Cash Flows
  
  Net  cash  (used  in)  provided  by  operating   activities   amounted  to  ((UK
  Pound)189,000)  and (UK  Pound)6.2  million for the three months ended March 31,
  1999 and 1998,  respectively.  During the three months ended March 31, 1999, net
  cash used in operating  activities  includes  exchange  losses of (UK  Pound)7.6
  million  compared  to gains of (UK  Pound)2.9  million  in the prior  period and
  changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
  disbursements.
  
  Net  cash  (used  in)  provided  by  financing   activities   amounted  to  ((UK
  Pound)814,000)  and (UK Pound)72.6  million for the three months ended March 31,
  1999 and 1998,  respectively.  During the three months ended March 31, 1998, net
  cash  provided  by  financing  activities  includes  (UK  Pound)75.0  million of
  borrowings under a credit facility from a consortium of banks that was repaid in
  October 1998.
  
  Net  cash  used in  investing  activities  was (UK  Pound)64.1  million  and (UK
  Pound)18.0  million  for the  three  months  ended  March  31,  1999  and  1998,
  respectively.  During the three months  ended March 31,  1999,  net cash used in
  investing activities includes the Joint Purchasing Alliance Agreement deposit of
  (UK Pound)51.9  million for combined purchases of fixed assets by NTL affiliates
  and capital  expenditures  of (UK  Pound)12.1  million.  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.
  
  
                                         10
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  Results of Operations
  
  The Company
  
  Summarized  consolidated  financial  information  for the  Company for the three
  months ended March 31, 1999 and 1998 is as follows (in  thousands,  "NM" denotes
  percentage is not meaningful):
  
  
  <TABLE>
  <CAPTION>
                                                              Three Months Ended
                                                                    March 31,                 Increase/(Decrease)
                                                            1999               1998           (UK Pound)       %
                                                     ------------------  ----------------- ---------------  ------
  <S>                                                 <C>                <C>                <C>             <C>  
  Revenues                                             (UK Pound)23,189   (UK Pound)17,576  (UK Pound)5,613    31.9%
  Operating, selling, general and 
    administrative expenses                                      17,942             14,150            3,792    26.8
  Management fees                                                                      755             (755)     NM
  Depreciation and amortization                                   8,750              7,254            1,496    20.6
                                                     ------------------  -----------------
  Operating loss                                                 (3,503)            (4,583)          (1,080)  (23.6)
                                                     ------------------  -----------------
  Interest expense                                                7,646              8,470             (824)   (9.7)
  Investment income                                              (1,704)            (2,229)            (525)  (23.6)
  Equity in net losses of affiliates                              2,060              6,415           (4,355)  (67.9)
  Amalgamation costs                                                145                                 145      NM
  Exchange losses (gains) and other                               7,725             (1,748)           9,473      NM
                                                     ------------------  -----------------
  Net loss                                            ((UK Pound)19,375) ((UK Pound)15,491) (UK Pound)3,884    25.1%
                                                     ==================  =================
  </TABLE>
  
  Substantially  all of the increases in revenues,  operating  expenses,  selling,
  general and  administrative  expenses and depreciation and amortization  expense
  for the three  months  ended March 31,  1999,  as compared to the same period in
  1998, are attributable to the effects of the continued development of Teesside's
  and Cambridge Cable's  operations and increased business activity resulting from
  the growth in the number of subscribers in their respective franchise areas.
  These trends are expected to continue for the foreseeable future.
  
  The Company's former parent and one of its former affiliates provided management
  services to the  Company.  The  management  agreement  was  terminated  upon the
  Amalgamation with NTL Incorporated.
  
  Interest  expense  for the three  months  ended  March 31, 1999 and 1998 was (UK
  Pound)7.7  million  and (UK  Pound)8.5  million,  respectively,  representing  a
  decrease of (UK  Pound)800,00  from 1998 as compared to the same period in 1999.
  The  decrease is  primarily  attributable  to the  repayment  of the bank credit
  facility in October 1998.
  
  Investment  income for the three  months  ended  March 31, 1999 and 1998 was (UK
  Pound)1.7  million  and (UK  Pound)2.2  million,  respectively,  representing  a
  decrease of (UK Pound)500,000  from 1998 as compared to the same period in 1999.
  The  decrease  is  primarily  due to  decreases  in the  average  cash  balances
  available for investment in 1999 as compared to the same period in 1998.
  
  Equity in net losses of affiliates for the three months ended March 31, 1999 and
  1998  was  (UK  Pound)2.1  million  and  (UK  Pound)6.4  million,  respectively,
  representing  a decrease of (UK  Pound)4.3  million from 1998 as compared to the
  same period in 1999.  The decrease is  attributable  to reduced  losses of Cable
  London in 1999 and the sale of Birmingham Cable in October 1998.
  
  The  Company  incurred  costs  of  (UK  Pound)145,000  in  1999  related  to the
  Amalgamation with NTL Incorporated.
  
  Exchange  losses (gains) and other for the three months ended March 31, 1999 and
  1998 were (UK  Pound)7.7  million  and ((UK  Pound)1.7)  million,  respectively,
  representing a change of (UK Pound)9.4 million from 1998 as compared to the same
  period in 1999. This change  primarily  resulted from the impact of fluctuations
  in the valuation of the UK Pound Sterling on the 2007 Discount Debentures, which
  are  denominated  in United States  ("US")  dollars.  The  Company's  results of
  operations will continue to be affected by exchange rate fluctuations.
  
                                         11
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
  There have not been any material  changes in the reported market risks since the
  end of the most recent fiscal year.
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS 
  
  The Company and the Operating  Companies are not party to litigation  which,  in
  the opinion of the Company's management,  will have a material adverse effect on
  the Company's financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 27.0 Financial Data Schedule.
  
            (b)  Reports on Form 8-K:
  
                 No  reports  on Form 8-K were  filed by the  Company  during  the
                 quarter ended March 31, 1999.
  
  
  
  
  
                                         12
  <PAGE>
                       NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                        NTL (BERMUDA) LIMITED
  
  
  
  
  
  
  Date: May 11, 1999                    By: /s/ J. Barclay Knapp
                                            --------------------------------------
                                            J. Barclay Knapp
                                            President, Chief Executive Officer and
                                            Chief Financial Officer
  
  
  
  
  
  Date: May 11, 1999                    By: /s/ Gregg Gorelick
                                            --------------------------------------
                                            Gregg Gorelick
                                            Vice President - Controller
                                            (Principal Accounting Officer)
  
                                         13
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 49560}]
metadata_filer: {"company-data": {"conformed-name": "NTL BERMUDA LTD", "cik": "0000919957", "assigned-sic": "4841", "irs-number": "000000000", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-24792", "film-number": "99625471"}, "business-address": {"street1": "CEDAR HOUSE", "street2": "41 CEDAR AVENUE", "city": "HAMILTON", "state": "D0", "zip": "HM12", "phone": "4412952244"}, "mail-address": {"street1": "110 EAST 59TH STREET", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "COMCAST UK CABLE PARTNERS LTD", "date-changed": "19940309"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                   MARCH 31, 1999
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                                NTL (BERMUDA) LIMITED
               (Exact name of registrant as specified in its charter)
  
                    Bermuda                              Not Applicable
  --------------------------------------------------------------------------------
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)                Identification No.)
  
                   Cedar House                      Secretary NTL Incorporated
                 41 Cedar Avenue                      110 East 59th Street
            Hamilton, HM 12, Bermuda                   New York, NY 10022
                 (441) 295-2244                          (212) 906-8440
  --------------------------------------------------------------------------------
        (Address, including zip code, and      (Name, address, including zip code,
               telephone number,                      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, 1999, there were 800,000 shares of the Registrant's common stock
  outstanding.  The  Registrant  is an indirect,  wholly owned  subsidiary  of NTL
  Incorporated and there is no market for the Registrant's Common Stock.
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheets as of
                      March 31, 1999 (Unaudited) and December 31, 1998..........2
  
                      Condensed Consolidated Statements of Operations and
                      Accumulated Deficit for the Three Months Ended
                      March 31, 1999 and 1998 (Unaudited).......................3
  
                      Condensed Consolidated Statements of Cash Flows for
                      the Three Months Ended March 31, 1999 and 1998 
                      (Unaudited)...............................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 7
  
            Item 2.   Management's Discussion and Analysis of
                      Financial Condition and Results of Operations........8 - 11
  
            Item 3.   Quantitative and Qualitative Disclosures 
                      About Market Risk........................................12
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings........................................12
  
            Item 6.   Exhibits and Reports on Form 8-K.........................12
  
  SIGNATURE....................................................................13
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf of, the  Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive; Year 2000 readiness; future acquisitions; strategic partnerships and
  divestitures;  general  business and economic  conditions in the United Kingdom;
  and other risks  detailed  from time to time in the Company's  periodic  reports
  filed with the Securities and Exchange Commission.
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                     (Unaudited)
  March 31,          December 31, 
                                                                                       1999                 1998
                                                                                  ----------------  ------------------
                                                                                  (in (UK Pound)000's, except share data)
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents................................................   (UK Pound)38,340   (UK Pound)103,451
      Accounts receivable, less allowance for doubtful accounts of
         (UK Pound)3,311 (1999) and (UK Pound)2,840 (1998).....................              5,502               5,603
      Other current assets.....................................................             13,186               5,404
                                                                                  ----------------  ------------------
      Total current assets.....................................................             57,028             114,458
                                                                                  ----------------  ------------------
  INVESTMENT IN CABLE LONDON PLC...............................................             26,625              28,080
                                                                                  ----------------  ------------------
  PROPERTY AND EQUIPMENT.......................................................            391,586             379,446
      Accumulated depreciation ................................................            (64,818)            (57,624)
                                                                                  ----------------  ------------------
      Property and equipment, net..............................................            326,768             321,822
                                                                                  ----------------  ------------------
  DEFERRED CHARGES.............................................................             58,322              58,269
      Accumulated amortization.................................................            (16,911)            (15,493)
                                                                                  ----------------  ------------------
      Deferred charges, net....................................................             41,411              42,776
                                                                                  ----------------  ------------------
  OTHER ASSETS.................................................................             56,420               5,188
                                                                                  ----------------  ------------------
                                                                                 (UK Pound)508,252   (UK Pound)512,324
                                                                                  ================  ==================
  LIABILITIES AND SHAREHOLDER'S EQUITY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses....................................   (UK Pound)26,031    (UK Pound)25,162
      Current portion of long-term debt........................................              1,557               1,966
      Note payable to Comcast U.K. Holdings, Inc...............................             12,577              12,310
                                                                                  ----------------  ------------------
         Total current liabilities.............................................             40,165              39,438
                                                                                  ----------------  ------------------
  LONG-TERM DEBT, less current portion.........................................            273,680             259,104
                                                                                  ----------------  ------------------
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDER'S EQUITY
      Common stock, (UK Pound).01 par value - authorized and issued 800,000 shares               8                   8
      Additional capital.......................................................            359,049             359,049
      Accumulated deficit......................................................           (164,650)           (145,275)
                                                                                  ----------------  ------------------
         Total shareholder's equity............................................            194,407             213,782
                                                                                  ----------------  ------------------
                                                                                 (UK Pound)508,252   (UK Pound)512,324
                                                                                  ================  ==================
  Note:  The balance  sheet at December 31, 1998 has been derived from the audited
  financial statements at that date.
  
  See notes to condensed consolidated financial statements.
  
                                          2
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  Three Months Ended March 31,
                                                                              1999                    1998
                                                                       -------------------    --------------------
                                                                                  (in (UK Pound)000's)
  REVENUES
     Service income.................................................      (UK Pound)23,189        (UK Pound)17,302
     Consulting fee income..........................................                                           274
                                                                       -------------------    --------------------
                                                                                    23,189                  17,576
                                                                       -------------------    --------------------
  
  COSTS AND EXPENSES
     Operating......................................................                 7,773                   5,661
     Selling, general and administrative............................                10,169                   8,489
     Management fees................................................                                           755
     Depreciation and amortization..................................                 8,750                   7,254
                                                                       -------------------    --------------------
                                                                                    26,692                  22,159
                                                                       -------------------    --------------------
  
  OPERATING LOSS....................................................                (3,503)                 (4,583)
  
  OTHER (INCOME) EXPENSE
     Interest expense...............................................                 7,646                   8,470
     Investment income..............................................                (1,704)                 (2,229)
     Equity in net losses of affiliates.............................                 2,060                   6,415
     Amalgamation costs.............................................                   145
     Exchange losses (gains) and other..............................                 7,725                  (1,748)
                                                                       -------------------    --------------------
                                                                                    15,872                  10,908
                                                                       -------------------    --------------------
  
  NET LOSS..........................................................               (19,375)                (15,491)
  
  ACCUMULATED DEFICIT
     Beginning of period ...........................................              (145,275)               (187,373)
                                                                       -------------------    --------------------
     End of period..................................................    ((UK Pound)164,650)     ((UK Pound)202,864)
                                                                       ===================    ====================
  See notes to condensed consolidated financial statements.
  
                                          3
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
  Three Months Ended March 31,
                                                                                    1999               1998
                                                                              -----------------  -----------------
                                                                                      (in (UK Pound)000's)
  OPERATING ACTIVITIES
     Net loss..............................................................   ((UK Pound)19,375) ((UK Pound)15,491)
     Adjustments to reconcile net loss to net cash (used in) provided by
      operating activities:
       Depreciation and amortization.......................................               8,750              7,254
       Amortization on foreign exchange contracts..........................                 683                683
       Non-cash interest expense...........................................               7,413              6,576
       Non-cash investment income..........................................                (542)              (694)
       Exchange losses (gains).............................................               7,637             (2,854)
       Equity in net losses of affiliates..................................               2,060              6,415
       Changes in operating assets and liabilities:
         Accounts receivable and other current assets......................              (7,681)             1,153
         Accounts payable and accrued expenses.............................                 866              3,151
                                                                              -----------------  -----------------
  
           Net cash (used in) provided by operating activities.............                (189)             6,193
                                                                              -----------------  -----------------
  
  FINANCING ACTIVITIES
     Repayments of debt....................................................                (754)              (598)
     Proceeds from borrowing...............................................                                 75,000
     Deferred financing costs..............................................                                 (1,627)
     Net transactions with affiliates......................................                 (60)              (141)
                                                                              -----------------  -----------------
  
           Net cash (used in) provided by financing activities.............                (814)            72,634
                                                                              -----------------  -----------------
  
  INVESTING ACTIVITIES
     Capital contributions and loans to affiliates.........................                                 (1,768)
     Fixed asset deposit with affiliate....................................             (51,915)
     Capital expenditures..................................................             (12,141)           (16,172)
     Additions to deferred charges.........................................                 (52)               (58)
                                                                              -----------------  -----------------
  
           Net cash (used in) investing activities.........................             (64,108)          (17,998)
                                                                              -----------------  -----------------
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.........................             (65,111)            60,829
  
  CASH AND CASH EQUIVALENTS, beginning of period...........................             103,451             37,372
                                                                              -----------------  -----------------
  
  CASH AND CASH EQUIVALENTS, end of period.................................    (UK Pound)38,340   (UK Pound)98,201
                                                                              =================  =================
  See notes to condensed consolidated financial statements.
  
                                          4
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1998 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed consolidated balance sheet as of March 31, 1999 and the condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1999 and 1998 have been prepared
       by NTL (Bermuda)  Limited (formerly Comcast UK Cable Partners Limited) (the
       "Company") and have not been audited by the Company's independent auditors.
       In the opinion of management,  all  adjustments  (which include only normal
       recurring  adjustments) necessary to present fairly the financial position,
       results  of  operations  and cash  flows as of March  31,  1999 and for all
       periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1999
       are not necessarily indicative of operating results for the full year.
  
       Recent Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
       adoption of SFAS No. 133, all  derivatives are required to be recognized in
       the  statement of financial  position as either assets or  liabilities  and
       measured at fair value. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
  2.   AMALGAMATION WITH NTL
  
       On October 29, 1998, NTL Incorporated  ("NTL"),  NTL (Bermuda)  Limited,  a
       wholly  owned  subsidiary  of NTL,  and Comcast UK Cable  Partners  Limited
       ("Partners")  consummated a transaction (the  "Amalgamation"),  whereby NTL
       (Bermuda) Limited merged with Partners.
  
       Pursuant  to then  existing  arrangements  between  Partners  and  Telewest
       Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
       PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
       Cable"), Telewest had certain rights to acquire either or both of Partner's
       interests in these systems as a result of the  Amalgamation.  On August 14,
       1998, Partners and NTL entered into an agreement (the "Telewest Agreement")
       with  Telewest  relating to Partner's  ownership  interests  in  Birmingham
       Cable,  Partner's and Telewest's  respective  ownership  interests in Cable
       London  and  certain  other  related  matters.  Pursuant  to  the  Telewest
       Agreement,  Partners sold its 27.5% ownership  interest in Birmingham Cable
       to Telewest for (UK Pound)125 million, plus (UK Pound)5 million for certain
       subordinated debt and fees. Partners and Telewest have also agreed within a
       certain time period to  rationalize  their joint  ownership of Cable London
       pursuant to an agreed  procedure  (the  "Shoot-out").  Between April 29 and
       July 29, 1999, the Company can notify  Telewest of the price at which it is
       willing to sell its 50%  ownership  interest in Cable  London to  Telewest.
       Following  such  notification,  Telewest  at its option will be required at
       that price to either purchase the Company's 50% ownership interest in Cable
       London or sell its 50%  ownership  interest in Cable London to the Company.
       If the  Company  fails to give  notice to  Telewest  during  the  Shoot-out
       period,  it will be deemed to have given a notice to  Telewest  offering to
       sell its Cable London interest for (UK Pound)100 million.
  
                                          5
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   INVESTMENTS IN AFFILIATES
  
       Included in investments in affiliates as of March 31, 1999 and December 31,
       1998 are  loans to Cable  London  of (UK  Pound)28.5  million  and  accrued
       interest of (UK Pound)9.2 million and (UK Pound)8.6 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays Bank plc (7.50%  effective  rate as of March 31, 1999) and
       are  subordinate to Cable London's  credit  facility.  Of these loans,  (UK
       Pound)21.0  million  as of  March  31,  1999  and  December  31,  1998  are
       convertible  into ordinary shares of Cable London at a per share conversion
       price of (UK Pound)2.00.
  
       Although the Company is not contractually  committed to make any additional
       capital  contributions or advances to Cable London, it currently intends to
       fund its share of the amounts  necessary  for capital  expenditures  and to
       finance  operating  deficits.  Failure to do so could dilute the  Company's
       ownership interests in Cable London.
  
       Summarized  financial  information  for affiliates  accounted for under the
  equity method is as follows:
  Birmingham        Cable
                                                                         Cable (1)        London          Combined
                                                                       (UK Pound)000  (UK Pound)000     (UK Pound)000
  THREE MONTHS ENDED MARCH 31, 1999
       Results of operations
           Service income.........................................                  (UK Pound)18,992
           Operating, selling, general and
             administrative expenses..............................                           (13,579)
           Depreciation and amortization..........................                            (5,904)
           Operating loss.........................................                              (491)
           Net loss...............................................                            (4,023)
           Company's equity in net loss...........................                            (2,060)
  
       AT MARCH 31, 1999
       Financial position
           Current assets.........................................                             9,411
           Noncurrent assets......................................                           194,185
           Current liabilities....................................                            21,636
           Noncurrent liabilities.................................                           209,556
  
       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)
  (1)  The Company sold its 27.5% interest in Birmingham Cable in October 1998.
  4.   JOINT PURCHASING ALLIANCE AGREEMENT
  
       Other assets  includes a deposit of (UK  Pound)51.9  million  which will be
       utilized under a Joint Purchasing  Alliance  Agreement entered into between
       subsidiaries   of  the  Company  and  Diamond  Cable   Communications   plc
       ("Diamond"), a subsidiary of NTL, for combined fixed asset purchases.
  
                                          6
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  5.   CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash  payments for interest of (UK  Pound)233,000  and (UK
       Pound)1.6  million  during the three  months ended March 31, 1999 and 1998,
       respectively.
  
       The Company's wholly owned subsidiaries  incurred capital lease obligations
       of (UK  Pound)138,000  and (UK  Pound)1.3  million  during the three months
       ended March 31, 1999 and 1998, respectively.
  
                                          7
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  NTL (Bermuda)  Limited (the  "Company")  and its  subsidiaries  are  principally
  engaged in the development,  construction, management and operation of companies
  in the UK cable  and  telecommunications  industry.  As of March 31,  1999,  the
  Company had interests in three operations (the "Operating Companies"): Cambridge
  Holding Company Limited  ("Cambridge  Cable"),  in which the Company owns a 100%
  interest, two companies holding franchises for Darlington and Teesside,  England
  ("Teesside"),  in which the Company owns a 100%  interest,  and Cable London PLC
  ("Cable London"), in which the Company owns a 50% interest. The Company accounts
  for its  interests  in Cable London under the equity  method.  Birmingham  Cable
  Corporation  Limited  ("Birmingham  Cable") in which the  Company  owned a 27.5%
  interest was  accounted  for using the equity method in 1998 until the interests
  were sold to Telewest Communications plc ("Telewest") in October 1998.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.2  million  homes  and the
  businesses  within their  franchise  areas.  As of March 31, 1999, the Operating
  Companies'  systems passed more than 888,000 homes or  approximately  75% of the
  homes in their franchise  areas and served more than 221,000 cable  subscribers,
  314,000  residential   telephony   subscribers  and  11,000  business  telephony
  subscribers.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the  Company  financed  its  cash  requirements  through  capital
  contributions  from its former  shareholders  and the issuance of common  stock,
  debentures  and other debt. In November  1995, the Company issued $517.3 million
  principal  amount at maturity  11.20% Senior  Discount  Debentures due 2007 (the
  "2007 Discount  Debentures").  Interest accretes on the 2007 Discount Debentures
  at 11.20% per annum compounded  semi-annually from November 15, 1995 to November
  15,  2000,  after  which date  interest  will be paid in cash on each May 15 and
  November 15 through  November 15, 2007.  The 2007  Discount  Debentures  contain
  restrictive covenants which limit the Company's ability to pay dividends.
  
  The Company has 9%  Subordinated  Notes payable to Comcast U.K.  Holdings,  Inc.
  which are due in  September  1999.  Principal  and accrued  interest due will be
  approximately (UK Pound)13 million.
  
  In August 1998, the Company and NTL Incorporated  entered into an agreement with
  Telewest  relating to the  Company's  and  Telewest's  respective  50% ownership
  interests  in Cable London and certain  other  related  matters  (the  "Telewest
  Agreement"). Pursuant to the Telewest Agreement, the Company and Telewest agreed
  to a procedure to rationalize  their joint  ownership of Cable London as follows
  (the "Cable London Shoot-out").  Between April 29 and July 29, 1999, the Company
  can  notify  Telewest  of the  price  at  which  it is  willing  to sell its 50%
  ownership in Cable London to Telewest. Following such notification,  Telewest at
  its option will be required at that price to either  purchase the  Company's 50%
  ownership  interest in Cable London or sell its 50% ownership  interest in Cable
  London to the Company. If the Company fails to give notice to Telewest,  it will
  be deemed to have given a notice to Telewest  offering to sell its Cable  London
  interest for (UK Pound)100 million.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
  operating cash flow, or, if necessary,  to obtain external  financing,  although
  there can be no assurance that any such financing will be obtained on acceptable
  terms  and  conditions.   Except  for  its  working  capital  and  debt  service
  requirements,  the Company's cash needs will depend on  management's  investment
  decisions.   Investment  considerations  include  (i)  whether  further  capital
  contributions will be made to Cable London, (ii) whether the Operating Companies
  can obtain debt financing, (iii) whether the Operating Companies will be able to
  generate
  
                                          8
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  positive  operating cash flow, (iv) the timing of the build-out of the Operating
  Companies' systems, and (v) whether there may be future acquisitions,  including
  the Cable London Shoot-out.
  
  The Company  estimates that the Operating  Companies will require  approximately
  (UK Pound)83.0 million from April 1, 1999 through December 31, 1999, to continue
  the  build-out  of  their  systems.  Management  believes  that the  entire  (UK
  Pound)83.0 million required will be funded through the Joint Purchasing Alliance
  Agreement deposit of (UK Pound)51.9  million,  cash from operations or from cash
  on hand, and, for Cable London,  through cash from  operations,  cash on hand or
  drawdowns under currently existing credit facilities (subject to compliance with
  certain  financial and operating  covenants).  If such credit facilities are not
  available for drawdown,  the Company  expects that  Telewest,  its strategic and
  financial  partner in Cable  London,  will  provide  its  pro-rata  share of any
  required  fundings,  although Telewest is not contractually  obligated to do so.
  Thus,  no assurance of such funding can be given.  If Telewest  fails to provide
  such  financing,  Cable  London  will  be  required  to  seek  additional  funds
  elsewhere.  Such additional funds may come from the Company,  from new strategic
  and financial  partners,  from  borrowings  under new credit  facilities or from
  other sources,  although there can be no assurance that any such financing would
  be  available  on  acceptable  terms and  conditions.  The Company and  Telewest
  generally have veto rights over Cable London's debt financing decisions.
  
  Year 2000 Issue
  
  Strategy
  
  The Company's operations are conducted through its Operating Companies,  each of
  which has different  configurations of hardware and software. The Company itself
  is a holding  company with very limited  activities.  The Company uses  personal
  computers and software that are Year 2000 ready. Each of the Operating Companies
  is conducting  its own program for Year 2000  compliance.  Each of the Operating
  Companies has appointed a senior  manager to be  responsible  for achieving Year
  2000 readiness,  and has set up an internal  progress and review  process.  This
  includes  assessing the progress of  significant  vendors in achieving Year 2000
  readiness.  The  Cambridge  Cable  and  Teesside  Year 2000  programs  have been
  integrated into the NTL Incorporated program.
  
  Status to Date
  
  The  Operating   Companies  utilize  hardware  and  software  from  vendors  for
  substantially all of their activities,  including billing,  customer service and
  the operation of the network.  The Operating Companies,  therefore,  are working
  with these  third-party  vendors to ensure Year 2000  readiness.  It is possible
  that one or more suppliers  will not be able to provide the Operating  Companies
  with  reasonable  assurances that they will be ready for the Year 2000, in which
  case the Company expects the Operating  Companies will seek another  vendor.  No
  assurance, however, can be given that such alternative will be available.
  
  The Operating  Companies have already  received  assurances  from vendors of its
  main service platforms,  including vendors of its telephony  switches,  cable TV
  subsystems,  and customer  management  systems  ("CMS"),  with the  exception of
  Cambridge  Cable's CMS,  that they expect to be Year 2000 ready.  The  Cambridge
  Cable CMS is currently being modified with  completion  scheduled for July 1999.
  The  cost of the  necessary  software  upgrades  is  generally  included  in the
  Operating Companies maintenance contracts with its vendors.
  
  Costs
  
  There are few major costs  directly  attributable  to the Year 2000  issues,  as
  suppliers will include any remedial software in their normal upgrade process.
  
  For the  smaller  systems,  such as PCs,  there  has been some  acceleration  of
  routine  replacement and upgrades to ensure all systems are Year 2000 ready. The
  Company  estimates  that this  acceleration  will  result in  approximately  (UK
  Pound)300,000 per Operating Company to be incurred in 1999.
  
                                          9
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  Risks
  
  The primary risks of a serious  business-affecting  Year 2000 problem arise from
  two separate external sources:
  
  First, a major utility (such as power, water, major  telecommunications  company
  or public sector entity) fails to operate at or after the Year 2000.  This risk,
  which is beyond the Company's control or ability to monitor, could significantly
  adversely affect the Company's financial condition and results of operations.
  
  Second, a supplier of mission critical software fails to timely deliver suitable
  Year 2000  software,  despite its written  assurances.  Any such  failure  could
  significantly  adversely affect the Company's financial condition and results of
  operations. The Operating Companies' Year 2000 project managers' primary task is
  to prevent such a failure.
  
  Contingency Plans
  
  Cambridge Cable and Teesside will be included in NTL Incorporated's  contingency
  planning, which is in process.
  
  Condensed Consolidated Statements of Cash Flows
  
  Net  cash  (used  in)  provided  by  operating   activities   amounted  to  ((UK
  Pound)189,000)  and (UK  Pound)6.2  million for the three months ended March 31,
  1999 and 1998,  respectively.  During the three months ended March 31, 1999, net
  cash used in operating  activities  includes  exchange  losses of (UK  Pound)7.6
  million  compared  to gains of (UK  Pound)2.9  million  in the prior  period and
  changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
  disbursements.
  
  Net  cash  (used  in)  provided  by  financing   activities   amounted  to  ((UK
  Pound)814,000)  and (UK Pound)72.6  million for the three months ended March 31,
  1999 and 1998,  respectively.  During the three months ended March 31, 1998, net
  cash  provided  by  financing  activities  includes  (UK  Pound)75.0  million of
  borrowings under a credit facility from a consortium of banks that was repaid in
  October 1998.
  
  Net  cash  used in  investing  activities  was (UK  Pound)64.1  million  and (UK
  Pound)18.0  million  for the  three  months  ended  March  31,  1999  and  1998,
  respectively.  During the three months  ended March 31,  1999,  net cash used in
  investing activities includes the Joint Purchasing Alliance Agreement deposit of
  (UK Pound)51.9  million for combined purchases of fixed assets by NTL affiliates
  and capital  expenditures  of (UK  Pound)12.1  million.  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.
  
                                         10
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  Results of Operations
  
  The Company
  
  Summarized  consolidated  financial  information  for the  Company for the three
  months ended March 31, 1999 and 1998 is as follows (in  thousands,  "NM" denotes
  percentage is not meaningful):
  Three Months Ended
                                                                    March 31,                 Increase/(Decrease)
                                                            1999               1998           (UK Pound)       %
                                                     ------------------  ----------------- ---------------  ------
  Revenues                                             (UK Pound)23,189   (UK Pound)17,576  (UK Pound)5,613    31.9%
  Operating, selling, general and 
    administrative expenses                                      17,942             14,150            3,792    26.8
  Management fees                                                                      755             (755)     NM
  Depreciation and amortization                                   8,750              7,254            1,496    20.6
                                                     ------------------  -----------------
  Operating loss                                                 (3,503)            (4,583)          (1,080)  (23.6)
                                                     ------------------  -----------------
  Interest expense                                                7,646              8,470             (824)   (9.7)
  Investment income                                              (1,704)            (2,229)            (525)  (23.6)
  Equity in net losses of affiliates                              2,060              6,415           (4,355)  (67.9)
  Amalgamation costs                                                145                                 145      NM
  Exchange losses (gains) and other                               7,725             (1,748)           9,473      NM
                                                     ------------------  -----------------
  Net loss                                            ((UK Pound)19,375) ((UK Pound)15,491) (UK Pound)3,884    25.1%
                                                     ==================  =================
  Substantially  all of the increases in revenues,  operating  expenses,  selling,
  general and  administrative  expenses and depreciation and amortization  expense
  for the three  months  ended March 31,  1999,  as compared to the same period in
  1998, are attributable to the effects of the continued development of Teesside's
  and Cambridge Cable's  operations and increased business activity resulting from
  the growth in the number of subscribers in their respective franchise areas.
  These trends are expected to continue for the foreseeable future.
  
  The Company's former parent and one of its former affiliates provided management
  services to the  Company.  The  management  agreement  was  terminated  upon the
  Amalgamation with NTL Incorporated.
  
  Interest  expense  for the three  months  ended  March 31, 1999 and 1998 was (UK
  Pound)7.7  million  and (UK  Pound)8.5  million,  respectively,  representing  a
  decrease of (UK  Pound)800,00  from 1998 as compared to the same period in 1999.
  The  decrease is  primarily  attributable  to the  repayment  of the bank credit
  facility in October 1998.
  
  Investment  income for the three  months  ended  March 31, 1999 and 1998 was (UK
  Pound)1.7  million  and (UK  Pound)2.2  million,  respectively,  representing  a
  decrease of (UK Pound)500,000  from 1998 as compared to the same period in 1999.
  The  decrease  is  primarily  due to  decreases  in the  average  cash  balances
  available for investment in 1999 as compared to the same period in 1998.
  
  Equity in net losses of affiliates for the three months ended March 31, 1999 and
  1998  was  (UK  Pound)2.1  million  and  (UK  Pound)6.4  million,  respectively,
  representing  a decrease of (UK  Pound)4.3  million from 1998 as compared to the
  same period in 1999.  The decrease is  attributable  to reduced  losses of Cable
  London in 1999 and the sale of Birmingham Cable in October 1998.
  
  The  Company  incurred  costs  of  (UK  Pound)145,000  in  1999  related  to the
  Amalgamation with NTL Incorporated.
  
  Exchange  losses (gains) and other for the three months ended March 31, 1999 and
  1998 were (UK  Pound)7.7  million  and ((UK  Pound)1.7)  million,  respectively,
  representing a change of (UK Pound)9.4 million from 1998 as compared to the same
  period in 1999. This change  primarily  resulted from the impact of fluctuations
  in the valuation of the UK Pound Sterling on the 2007 Discount Debentures, which
  are  denominated  in United States  ("US")  dollars.  The  Company's  results of
  operations will continue to be affected by exchange rate fluctuations.
  
                                         11
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
  There have not been any material  changes in the reported market risks since the
  end of the most recent fiscal year.
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS 
  
  The Company and the Operating  Companies are not party to litigation  which,  in
  the opinion of the Company's management,  will have a material adverse effect on
  the Company's financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 27.0 Financial Data Schedule.
  
            (b)  Reports on Form 8-K:
  
                 No  reports  on Form 8-K were  filed by the  Company  during  the
                 quarter ended March 31, 1999.
  
                                         12
  NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                        NTL (BERMUDA) LIMITED
  
  Date: May 11, 1999                    By: /s/ J. Barclay Knapp
                                            --------------------------------------
                                            J. Barclay Knapp
                                            President, Chief Executive Officer and
                                            Chief Financial Officer
  
  Date: May 11, 1999                    By: /s/ Gregg Gorelick
                                            --------------------------------------
                                            Gregg Gorelick
                                            Vice President - Controller
                                            (Principal Accounting Officer)
  
                                         13