content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                 SEPTEMBER 30, 1996
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934
       for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
  
             Bermuda                                      Not Applicable
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)
  
              Clarendon House                          Comcast Corporation
            2 Church Street West                  1500 Market Street, 35th Floor
         Hamilton, HM 11, Bermuda                  Philadelphia, PA 19102-2148
               (809) 295-5950                             (215) 665-1700
      (Address, including zip code, and        (Name, address, including zip code,
     telephone number, including area code,      and telephone number, including 
  of Registrant's principal executive offices)   area code, of agent for service)
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  [X]                                           No [ ]
  
  As of  September  30,  1996,  there were  37,231,997  Class A Common  Shares and
  12,872,605 Class B Common Shares outstanding.
  
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
                                  TABLE OF CONTENTS
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of September 30, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Nine and Three Months Ended September 30,
                      1996 and 1995 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Nine Months Ended September 30,
                      1996 and 1995 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 8
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations..........................................9 - 14
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................15
  
            Item 6.   Exhibits and Reports on Form 8-K........................15
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  expenditures and future  contributions and advances to the Operating  Companies.
  Such forward-looking information involves important risks and uncertainties that
  could  significantly  affect expected results in the future from those expressed
  in any forward-looking  statements made by, or on behalf of, the Company.  These
  risks and uncertainties  include, but are not limited to, uncertainties relating
  to economic conditions, acquisitions and divestitures, government and regulatory
  policies, the pricing and availability of equipment, materials,  inventories and
  programming,   technological   developments   and  changes  in  the  competitive
  environment in which the Company operates.
  
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  PART I.   FINANCIAL INFORMATION
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                September 30,         December 31,
                                                                                    1996                  1995
                                                                                (UK Pound)000         (UK Pound)000
  <S>                                                                        <C>                <C>    
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents ............................................. (UK Pound)109,871  (UK Pound)162,231
      Short-term investments, at cost which approximates fair value .........            39,023             57,240
      Accounts receivable, less allowance for doubtful accounts
        of (UK Pound)1,531 and (UK Pound)40 .................................             2,262                135
      Prepaid charges and other .............................................             4,857              4,585
                                                                              -----------------  -----------------
         Total current assets ...............................................           156,013            224,191
                                                                              -----------------  -----------------
  
  INVESTMENTS IN AFFILIATES .................................................            72,018            127,858
                                                                              -----------------  -----------------
  
  PROPERTY AND EQUIPMENT ....................................................           210,942             47,750
      Accumulated depreciation ..............................................            (9,078)            (1,271)
                                                                              -----------------  -----------------
      Property and equipment, net ...........................................           201,864             46,479
                                                                              -----------------  -----------------
  
  DEFERRED CHARGES ..........................................................            60,617             23,162
      Accumulated amortization ..............................................            (6,968)            (3,600)
                                                                              -----------------  -----------------
      Deferred charges, net .................................................            53,649             19,562
                                                                              -----------------  -----------------
  
  FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net ...............................            11,700             13,799
                                                                              -----------------  -----------------
                                                                              (UK Pound)495,244  (UK Pound)431,889
                                                                              =================  =================
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses .................................  (UK Pound)23,849   (UK Pound)12,174
      Current portion of long-term debt .....................................             1,191
      Foreign exchange call options .........................................                                1,577
      Due to affiliates .....................................................               929              2,224
                                                                              -----------------  -----------------
         Total current liabilities ..........................................            25,969             15,975
                                                                              -----------------  -----------------
  
  LONG-TERM DEBT, less current portion ......................................           214,933            195,909
                                                                              -----------------  -----------------
  
  FOREIGN EXCHANGE CALL OPTIONS AND OTHER ...................................             2,491              2,184
                                                                              -----------------  -----------------
  
  LONG-TERM DEBT, due to shareholder ........................................            10,094              9,453
                                                                              -----------------  -----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
      Class A common shares, (UK Pound).01 par value - authorized,
         50,000,000 shares; issued, 37,231,997 and 28,372,334 ...............               372                284
      Class B common shares, (UK Pound).01 par value - authorized,
         50,000,000 shares; issued, 12,872,605 ..............................               129                129
      Additional capital ....................................................           358,548            287,397
      Accumulated deficit ...................................................          (117,292)           (79,442)
                                                                              -----------------  -----------------
           Total shareholders' equity .......................................           241,757            208,368
                                                                              -----------------  -----------------
                                                                              (UK Pound)495,244  (UK Pound)431,889
                                                                              =================  =================
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                         Nine Months Ended                          Three Months Ended
                                                           September 30,                               September 30,
                                                     1996                1995                  1996                  1995
                                                            (in  (UK Pound)000's, except per share data)
  <S>                                       <C>                   <C>                  <C>                  <C>
  REVENUES
     Service income ......................    (UK Pound)21,042        (UK Pound)371      (UK Pound)9,866        (UK Pound)354
     Consulting fee income ...............                 834                  949                  224                  313
                                              ----------------        -------------      ---------------        -------------
                                                        21,876                1,320               10,090                  667
                                              ----------------        -------------      ---------------        -------------
  
  COSTS AND EXPENSES
     Operating ...........................               8,303                  161                3,898                  153
     Selling, general and administrative .              17,340                5,303                7,735                2,453
     Management fees .....................               2,144                2,248                  812                  860
     Depreciation and amortization .......              11,380                1,906                5,043                  779
                                              ----------------        -------------      ---------------        -------------
  
                                                        39,167                9,618               17,488                4,245
                                              ----------------        -------------      ---------------        -------------
  
  OPERATING LOSS .........................             (17,291)              (8,298)              (7,398)              (3,578)
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense ....................              17,674                  581                6,029                  195
     Investment income ...................             (10,208)              (7,774)              (2,606)              (2,539)
     Equity in net losses of affiliates ..              13,806               17,246                4,166                6,571
     Exchange (gains) losses and other ...                (713)                 594                 (416)                 (63)
                                              ----------------        -------------      ---------------        -------------
                                                        20,559               10,647                7,173                4,164
                                              ----------------        -------------      ---------------        -------------
  
  NET LOSS ...............................             (37,850)             (18,945)             (14,571)              (7,742)
  
  ACCUMULATED DEFICIT
      Beginning of period ................             (79,442)             (50,480)            (102,721)             (61,683)
                                              ----------------        -------------      ---------------        -------------
  
      End of period ......................  ((UK Pound)117,292)   ((UK Pound)69,425)  ((UK Pound)117,292)   ((UK Pound)69,425)
                                            ==================    =================   ==================    =================
  
  NET LOSS PER SHARE .....................      ((UK Pound).80)      ((UK Pound).46)      ((UK Pound).30)      ((UK Pound).19)
                                            ==================    =================   ==================    =================
  
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD              47,583               41,245               50,105               41,245
                                            ==================    =================   ==================    =================
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                                             3
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                               Nine Months Ended September 30,
                                                                                1996                     1995
                                                                             (UK Pound)000         (UK Pound)000
  <S>                                                                    <C>                  <C>    
  OPERATING ACTIVITIES
      Net loss ........................................................   ((UK Pound)37,850)   ((UK Pound)18,945)
      Adjustments to reconcile net loss to net cash provided by
       operating activities:
         Depreciation and amortization ................................              11,380                1,906
         Amortization on foreign exchange contracts ...................               2,054                 (359)
         Non-cash interest expense ....................................              17,416                  581
         Non-cash investment income ...................................              (2,429)              (3,535)
         Exchange gains ...............................................              (2,998)
         Equity in net losses of affiliates ...........................              13,806               17,246
         Increase in foreign exchange contracts, net ..................                  19                 (431)
         Loss on investment in affiliate ..............................                                      605
                                                                          -----------------    ----------------- 
                                                                                      1,398               (2,932)
  
         Decrease (increase) in accounts receivable and prepaid charges
            and other .................................................                  25                 (525)
         Increase in accounts payable and accrued expenses ............                 952               12,205
         Decrease in due to affiliates ................................              (1,295)              (3,203)
                                                                          -----------------    ----------------- 
  
                Net cash provided by operating activities .............               1,080                5,545
                                                                          -----------------    ----------------- 
  
  FINANCING ACTIVITIES
      Issuance of shares, net .........................................                                      (53)
      Proceeds from borrowings ........................................                 354
      Repayment of debt ...............................................              (1,104)
                                                                          -----------------    ----------------- 
  
                Net cash used in financing activities .................                (750)                 (53)
                                                                          -----------------    ----------------- 
  
  INVESTING ACTIVITIES
      Acquisition, net of cash acquired ...............................             (10,373)
      Sales of short-term investments, net ............................              18,217                1,639
      Capital contributions and advances to affiliates ................              (9,164)             (22,286)
      Additions to property and equipment .............................             (51,096)             (32,607)
      Deferred charges and other ......................................                (274)                 (91)
                                                                          -----------------    ----------------- 
  
                Net cash used in investing activities .................             (52,690)             (53,345)
                                                                          -----------------    ----------------- 
  
  DECREASE IN CASH AND CASH EQUIVALENTS ...............................             (52,360)             (47,853)
  
  CASH AND CASH EQUIVALENTS, beginning of period ......................             162,231              100,117
                                                                          -----------------    ----------------- 
  
  CASH AND CASH EQUIVALENTS, end of period ............................   (UK Pound)109,871     (UK Pound)52,264
                                                                          =================    =================
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  September  30,  1996,  the  condensed
       consolidated  statement of operations and accumulated  deficit for the nine
       and  three  months  ended  September  30,  1996 and 1995 and the  condensed
       consolidated  statement of cash flows for the nine months  ended  September
       30, 1996 and 1995 have been prepared by Comcast UK Cable  Partners  Limited
       (the  "Company")  and have not been  audited by the  Company's  independent
       auditors. In the opinion of management, all adjustments (which include only
       normal  recurring  adjustments)  necessary to present  fairly the financial
       position, results of operations and cash flows as of September 30, 1996 and
       for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1996 are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
  3.   SINGTEL TRANSACTION
  
       On March 19, 1996,  the Company  completed  the  acquisition  (the "Singtel
       Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
       Telecom") 50% interest in Cambridge  Holding  Company  Limited  ("Cambridge
       Cable"),  pursuant to the terms of a Share Exchange  Agreement  executed by
       the parties in December  1995.  In exchange  for  Singapore  Telecom's  50%
       interest in Cambridge Cable and certain loans made to Cambridge Cable, with
       accrued interest thereon,  the Company issued  approximately 8.9 million of
       its Class A Common Shares and paid  approximately (UK Pound)11.8 million to
       Singapore  Telecom.  The Company has accounted for the Singtel  Transaction
       under the  purchase  method.  As a result of the Singtel  Transaction,  the
       Company owns 100% of Cambridge  Cable and has  consolidated  the  financial
       position and results of  operations of Cambridge  Cable  beginning on March
       31, 1996.
  
  
                                          5
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The following pro forma  information  has been  presented as if the Singtel
       Transaction  had occurred at the  beginning of each period.  This pro forma
       information  is based on  historical  results of  operations  adjusted  for
       acquisition  costs and, in the opinion of  management,  is not  necessarily
       indicative  of what results  would have been had the Company  owned 100% of
       Cambridge Cable since such dates.
  
  <TABLE>
  <CAPTION>
                                                                                        Three Months
                                                      Nine Months Ended                     Ended
                                                         September 30,                  September 30,
                                                 1996                   1995                 1995
                                                (in  (UK Pound)000's, except per share data)
  
  <S>                                     <C>                   <C>                   <C>  
            Revenues ...................  (UK Pound)28,099      (UK Pound)15,564       (UK Pound)5,641
  
            Net loss ...................           (39,575)              (25,370)              (10,301)
  
            Net loss per share..........              (.79)                 (.51)                 (.21)
  </TABLE>
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company has  historically  invested in three  affiliates  (the  "Equity
       Investees," which term excludes  Cambridge Cable as of March 31, 1996 - see
       Note 3): Birmingham Cable Corporation Limited ("Birmingham  Cable"),  Cable
       London PLC ("Cable  London")  and  Cambridge  Cable.  The Equity  Investees
       operate integrated cable communications, residential telephony and business
       telecommunications  systems in their  respective major  metropolitan  areas
       under   exclusive    cable    television    licenses   and    non-exclusive
       telecommunications  licenses.  As of  September  30,  1996,  the  Company's
       ownership interest in these affiliates is as follows:
  
            Birmingham Cable...................      27.5%
            Cable London (1)...................      50.0%
            Cambridge Cable (2)................     100.0%
       ---------------
       (1)  Increased  in  September  1996 from 49.0% due to the buyout of certain
            minority shareholders.
       (2)  Increased in March 1996 from 50.0% due to the acquisition of Singapore
            Telecom's interest (see Note 3).
  
       The Company also has a 16.7% interest in Cable Programme Partners-1 Limited
       Partnership  ("CPP-1") which  previously  developed and  distributed  cable
       programming in the United Kingdom. During 1995, CPP-1 sold its only channel
       and is in the  process of winding  down its  operations.  As a result,  the
       Company recorded a one-time charge of (UK Pound)605,000,  which is included
       in  exchange   (gains)   losses  and  other  in  the  Company's   condensed
       consolidated  statement of operations and accumulated  deficit for the nine
       months ended  September  30, 1995,  relating to the  recoverability  of the
       Company's  investment  in  CPP-1.  This  one-time  charge  included  a  (UK
       Pound)560,000  reserve  for the  Company's  proportionate  share of CPP-1's
       future funding commitments. To date, (UK Pound)342,000 of these commitments
       have been funded by the Company.
  
       Included in investments in affiliates as of September 30, 1996 and December
       31, 1995 are loans to Cable  London of (UK  Pound)21.0  million and accrued
       interest of (UK Pound)3.2 million and (UK Pound)1.9 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays Bank plc (7.75%  effective  rate as of September 30, 1996)
       and are subordinate to Cable London's revolving bank credit facility. These
       loans are  convertible  into ordinary shares of Cable London at a per share
       conversion  price  of (UK  Pound)2.00.  Also  included  in  investments  in
       affiliates  as of  December  31, 1995 are loans to  Cambridge  Cable of (UK
       Pound)47.4  million and  accrued  interest of (UK  Pound)5.1  million.  The
       Cambridge Cable loans and related accrued  interest have been eliminated in
       consolidation subsequent to the Singtel Transaction (see Note 3).
  
  
                                          6
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  <TABLE>
  <CAPTION>
                                                          Birmingham          Cable           Cambridge
                                                            Cable             London          Cable (1)       CPP-1 (2)    Combined
                                                        (UK Pound)000     (UK Pound)000    (UK Pound)000   (UK Pound)000 (UK Pound)000
  <S>                                                 <C>               <C>               <C>              <C>       <C>   
  NINE MONTHS ENDED SEPTEMBER 30, 1996
  Results of operations
   Service income................................... (UK Pound)38,708  (UK Pound)28,812   (UK Pound)6,401            (UK Pound)73,921
   Depreciation and amortization....................          (14,127)          (10,721)           (2,168)                    (27,016)
   Operating loss...................................           (8,281)          (10,615)           (2,133)                    (21,029)
   Net loss.........................................          (14,282)          (15,647)           (4,419)                    (34,348)
   Company's equity in net loss.....................           (3,922)           (7,674)           (2,210)                    (13,806)
  
  THREE MONTHS ENDED SEPTEMBER 30, 1996
  Results of operations
   Service income...................................           13,478            10,168                                        23,646
   Depreciation and amortization....................           (4,793)           (3,828)                                       (8,621)
   Operating loss...................................           (2,736)           (3,718)                                       (6,454)
   Net loss.........................................           (5,121)           (5,618)                                      (10,739)
   Company's equity in net loss.....................           (1,406)           (2,760)                                       (4,166)
  
  AS OF SEPTEMBER 30, 1996
  Financial position
   Current assets...................................           72,372             7,316                                        79,688
   Noncurrent assets................................          253,386           149,111                                       402,497
   Current liabilities..............................           27,625            69,761                                        97,386
   Noncurrent liabilities...........................          188,882            56,963                                       245,845
  
  NINE MONTHS ENDED SEPTEMBER 30, 1995
  Results of operations
   Service income...................................           28,033            21,956            14,647     1,088            65,724
   Depreciation and amortization....................          (10,508)           (7,507)           (5,163)      (34)          (23,212)
   Operating loss...................................           (9,215)           (9,413)           (9,780)   (4,619)          (33,027)
   Net loss.........................................          (11,331)          (11,889)          (14,827)   (5,388)          (43,435)
   Company's equity in net loss.....................           (3,113)           (5,822)           (7,413)     (898)          (17,246)
  
  THREE MONTHS ENDED SEPTEMBER 30, 1995
  Results of operations
   Service income...................................            9,718             7,761             5,101                      22,580
   Depreciation and amortization....................           (3,777)           (2,767)           (1,874)                     (8,418)
   Operating loss...................................           (3,260)           (3,550)           (3,958)                    (10,768)
   Net loss.........................................           (4,506)           (4,694)           (6,069)                    (15,269)
   Company's equity in net loss.....................           (1,238)           (2,299)           (3,034)                     (6,571)
  <FN>
  ---------------
  (1)  As a result of the Singtel Transaction,  the Company owns 100% of Cambridge
       Cable and has consolidated the financial position and results of operations
       of Cambridge  Cable  beginning on March 31, 1996 (see Note 3). 1996 results
       of operations information for Cambridge Cable is for the three months ended
       March 31, 1996.
  (2)  1995  results  of  operations  information  for CPP-1 is for the six months
       ended June 30, 1995.
  </FN>
  </TABLE>
  
  5.   LONG-TERM DEBT
  
       In November 1995, the Company received net proceeds of approximately $291.1
       million ((UK  Pound)186.9  million) from the sale of  approximately  $517.3
       million  principal  amount  at  maturity  of  its  11.20%  Senior  Discount
       Debentures
  
                                          7
  
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       due 2007 (the "2007 Discount  Debentures") in a public  offering.  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.
  
       As of September 30, 1996,  long-term debt includes (UK Pound)4.7 million of
       Cambridge  Cable's  capitalized lease  obligations,  of which (UK Pound)1.2
       million is classified as current.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earns  consulting fee income under  consulting  agreements  with the Equity
       Investees.  The consulting fee income is generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas.
  
       The  Company's  right to  receive  certain  consulting  fee  payments  from
       Birmingham Cable and Cable London has been  subordinated to the banks under
       their  credit  facilities.  Accordingly,  a portion of these fees have been
       classified  as long-term  receivables  and are included in  investments  in
       affiliates  in the  Company's  condensed  consolidated  balance  sheet.  In
       addition,  the Company's shares in Cable London have been pledged to secure
       amounts outstanding under the Cable London credit facility.
  
       Management fee expense is incurred under agreements  between the Company on
       the  one  hand,  and  Comcast   Corporation   ("Comcast"),   the  Company's
       controlling  shareholder,  and Comcast UK Cable Partners  Consulting,  Inc.
       ("Comcast Consulting"),  an indirect wholly owned subsidiary of Comcast, on
       the other,  whereby  Comcast  and  Comcast  Consulting  provide  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management  fees are based on Comcast's and
       Comcast  Consulting's cost of providing such services.  As of September 30,
       1996 and December 31, 1995,  due to affiliates  consists  primarily of this
       management fee and operating expenses paid by Comcast and its affiliates on
       behalf of the Company.
  
       For the nine and three months ended September 30, 1996 and 1995, investment
       income  includes  (UK  Pound)2.4  million,   (UK  Pound)3.5  million,   (UK
       Pound)409,000  and (UK  Pound)1.3  million,  respectively,  relating to the
       loans to Cambridge Cable and Cable London described in Note 4.
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast UK Holdings,  Inc. which are due in 1999. For the nine and three
       months  ended  September  30,  1996 and  1995,  the  Company  recorded  (UK
       Pound)641,000,  (UK Pound)581,000, (UK Pound)218,000 and (UK Pound)195,000,
       respectively, of interest expense relating to such notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more favorable than those with nonaffiliated parties.
  
  
                                          8
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   was
  incorporated in 1992 to develop,  construct, manage and operate the interests of
  Comcast in the United Kingdom ("UK") cable and  telecommunications  industry. As
  of  September  30,  1996,  the Company has  interests  in four  operations  (the
  "Operating  Companies"):   Birmingham  Cable  Corporation  Limited  ("Birmingham
  Cable"),  in which the Company owns a 27.5%  interest,  Cable London PLC ("Cable
  London"), in which the Company owns a 50.0% interest,  Cambridge Holding Company
  Limited  ("Cambridge  Cable"),  in which the Company owns a 100.0% interest (see
  below), and the franchises for Darlington and Teesside, England ("Teesside"), in
  which the Company owns a 100.0% interest. The Operating Companies hold exclusive
  cable television licenses and non-exclusive  telecommunications  licenses in ten
  franchise areas.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.6  million  homes  and the
  businesses within their franchise areas. As of September 30, 1996, the Operating
  Companies'  systems passed more than 902,000 homes or  approximately  56% of the
  homes in their franchise  areas and served more than 228,000 cable  subscribers,
  239,000   residential   telephony   subscribers  and  7,600  business  telephony
  subscribers.
  
  The Company  accounts  for its  interests in  Birmingham  Cable and Cable London
  under the equity method.  Through March 31, 1996, the Company also accounted for
  its  interest  in  Cambridge   Cable  under  the  equity   method  (see  below).
  Collectively, Birmingham Cable, Cable London and Cambridge Cable are referred to
  herein as the "Equity  Investees"  (which term  excludes  Cambridge  Cable as of
  March 31, 1996).
  
  General Developments of Business
  
  Singtel Transaction
  
  On  March  19,  1996,  the  Company  completed  the  acquisition  (the  "Singtel
  Transaction") of Singapore  Telecom  International  Pte.  Limited's  ("Singapore
  Telecom")  50%  interest in  Cambridge  Cable,  pursuant to the terms of a Share
  Exchange  Agreement  executed by the parties in December  1995.  In exchange for
  Singapore  Telecom's  50% interest in Cambridge  Cable and certain loans made to
  Cambridge Cable, with accrued interest thereon, the Company issued approximately
  8.9 million of its Class A Common Shares and paid  approximately  (UK Pound)11.8
  million  to  Singapore  Telecom.  The  Company  has  accounted  for the  Singtel
  Transaction under the purchase method.  As a result of the Singtel  Transaction,
  the Company now owns 100% of Cambridge Cable and has  consolidated the financial
  position and results of  operations  of Cambridge  Cable  beginning on March 31,
  1996.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  shareholders  as well as proceeds from the Company's  initial public offering of
  15.0 million of its Class A Common Shares (net proceeds of $209.4 million or (UK
  Pound)132.6  million) in September  1994 and from the Company's  offering of its
  $517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
  due 2007 (the "2007 Discount Debentures") (net proceeds of $291.1 million or (UK
  Pound)186.9  million) in November 1995.  Interest  accretes on the 2007 Discount
  Debentures at 11.20% per annum compounded  semi-annually  from November 15, 1995
  to November 15, 2000, after which date interest will be paid in cash on each May
  15 and
  
                                          9
  
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  
  November 15 through  November 15, 2007.  The 2007  Discount  Debentures  contain
  restrictive  covenants which limit the Company's  ability to pay dividends.  The
  Equity Investees have not paid any dividends to the Company and are not expected
  to pay any dividends in the foreseeable future.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies will be able to generate positive  operating cash flow,
  (iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
  whether  there may be future  acquisitions  and trades funded in cash or Company
  shares.   There  are  no  agreements  or  negotiations  for  specific   material
  acquisitions currently pending.
  
  Historically,  the  Company  has made  investments  in the Equity  Investees  in
  conjunction  with  proportionate  investments  by its  strategic  and  financial
  partners.  The Company made capital  contributions and advances to the Operating
  Companies in the aggregate of (UK Pound)67.0  million,  (UK Pound)51.9  million,
  (UK  Pound)21.2  million and (UK  Pound)18.0  million  during the nine and three
  months ended September 30, 1996 and 1995, respectively.  Although the Company is
  not  contractually  committed to make any additional  capital  contributions  or
  advances to any of the Equity Investees,  it currently intends to fund its share
  of the amounts  necessary  for  capital  expenditures  and to finance  operating
  deficits.  Failure to do so could dilute the Company's ownership interest in the
  Equity Investees.
  
  The Company estimates that the Operating  Companies will require an aggregate of
  approximately (UK Pound)430 million to (UK Pound)530 million after September 30,
  1996 to complete the build-out of their  systems.  Although the Company  expects
  that its strategic and financial  partners in the Equity  Investees will provide
  their share of such funds,  they are not  contractually  obligated to do so, and
  thus no assurance of such funding can be given.  If the Company's  strategic and
  financial partners fail to provide such financing,  the Equity Investees will be
  required to seek additional funds elsewhere. Such additional funds may come from
  the Company,  from new strategic and financial  partners,  from borrowings under
  existing or new credit  facilities or from other sources,  although there can be
  no assurance that any such financing would be available on acceptable  terms and
  conditions.  The Company and its strategic and financial partners generally have
  veto rights over the Equity Investees' debt financing decisions.  Failure of any
  Operating Company to obtain financing necessary to complete the build-out of its
  system could result in loss of its cable franchises and licenses.
  
  The Company has entered  into foreign  exchange  forward  contracts  and foreign
  exchange option contracts as a normal part of its risk management efforts.
  
  During 1995,  the Company  entered into  foreign  exchange put option  contracts
  which may be settled only on November 16, 2000.  These put option  contracts are
  used to limit the Company's exposure to the risk that the eventual cash outflows
  related to net monetary  liabilities  denominated  in currencies  other than its
  functional currency (the UK Pound Sterling or "UK Pound")  (principally the 2007
  Discount  Debentures) are adversely affected by changes in exchange rates. As of
  September 30, 1996, the Company has (UK Pound)250.0  million  notional amount of
  foreign  exchange put option  contracts to purchase United States ("US") dollars
  at an exchange rate of $1.35 per (UK Pound)1.00 (the "Ratio").  Foreign exchange
  put option  contracts  provide a hedge,  to the extent the  exchange  rate falls
  below the Ratio, against the Company's net monetary  liabilities  denominated in
  US dollars  since  gains and losses  realized  on the put option  contracts  are
  offset  against  gains or losses  realized on the  underlying  net  liabilities.
  Premiums  paid for such put  option  contracts  of (UK  Pound)13.9  million  are
  included in foreign  exchange put options and other in the  Company's  condensed
  consolidated  balance  sheet,  net of related  amortization.  These premiums are
  being amortized over the terms of the related contracts of five years.
  
  In order to reduce hedging costs,  the Company has sold (UK Pound)250.0  million
  notional  amount of foreign  exchange call option  contracts.  These call option
  contracts may only be settled on their  expiration  dates.  Of these call option
  contracts,  (UK Pound)200.0  million notional amount settle on November 16, 1996
  at an exchange rate of $1.70 per (UK Pound)1.00 and
  
                                         10
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  
  (UK  Pound)50.0  million  notional  amount  settle on  November  16,  2000 at an
  exchange  rate of  $1.62  per (UK  Pound)1.00.  Changes  in fair  value  between
  measurement  dates  relating  to these call  option  contracts  resulted  in the
  recording  of  exchange  (gains)  losses  of  ((UK  Pound)1.2  million)  and (UK
  Pound)351,000 in the Company's  condensed  consolidated  statement of operations
  and accumulated  deficit for the nine and three months ended September 30, 1996,
  respectively.
  
  The credit risks associated with the Company's derivative financial  instruments
  are controlled through the evaluation and monitoring of the  creditworthiness of
  the  counterparties.  Although the Company may be exposed to losses in the event
  of  nonperformance  by the  counterparties,  the  Company  does not expect  such
  losses, if any, to be significant.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is contingent upon the Operating Companies' ability to obtain external financing
  and generate  positive  operating cash flow.  The Company  believes that the net
  proceeds  from the sale of the 2007  Discount  Debentures  will be sufficient to
  fund the Company's  expected  capital  contributions  and advances to Birmingham
  Cable  and Cable  London  and to fund  development  and  construction  costs for
  Cambridge Cable and Teesside through the end of 1997.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic  and financial  partners and cash from the issuance of its  preference
  shares.  Birmingham Cable estimates that  approximately  (UK Pound)13.0  million
  will be  required  between  October 1, 1996 and  December  31,  1996 to continue
  development and construction of its  cable/telephony  network. An additional (UK
  Pound)50.0  million to (UK  Pound)70.0  million is  expected  to be  required to
  complete the build-out after 1996. The Company expects that the majority of such
  funds will be  provided  by cash from the  issuance  of its  preference  shares,
  however,  the future  availability of this cash is subject to Birmingham Cable's
  ability to  continue  to meet  certain  restrictive  covenants.  Any  additional
  funding  may come from the  Company or its  strategic  and  financial  partners,
  borrowings  under  new  credit  facilities,   refinancings  of  existing  credit
  facilities or from other  sources,  although  there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial  partner and  borrowings  under its existing  credit  facility.  Cable
  London  estimates that  approximately  (UK  Pound)14.0  million will be required
  between  October 1, 1996 and  December  31,  1996 to  continue  development  and
  construction  of its  cable/telephony  network.  An  additional  (UK  Pound)90.0
  million to (UK  Pound)110.0  million is expected to be required to complete  the
  build-out  after 1996. The Company  expects that a portion of such funds will be
  provided by  borrowings  under Cable  London's  existing  credit  facility.  Any
  additional  funding may come from the  Company or its  strategic  and  financial
  partner,  borrowings under new credit facilities or from other sources, although
  there  can be no  assurance  that  any  such  financing  will  be  available  on
  acceptable terms and conditions.
  
  Cambridge Cable.  Historically,  Cambridge Cable's primary source of funding has
  been capital contributions and loans from the Company and Singapore Telecom. The
  Company  estimates that  approximately  (UK Pound)10.0  million will be required
  between  October 1, 1996 and  December  31,  1996 to  continue  development  and
  construction  of its  cable/telephony  network.  An additional  (UK  Pound)150.0
  million to (UK  Pound)180.0  million is expected to be required to complete  the
  build-out  after 1996.  The Company  expects that such funds will be provided by
  the Company,  borrowings  under new credit  facilities,  or from other  sources,
  although  there can be no assurance that any such financing will be available on
  acceptable terms and conditions.
  
                                         11
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)14.0  million  will be required  between  October 1, 1996 and December 31,
  1996 to continue development and construction of its cable/telephony network. An
  additional (UK Pound)100.0  million to (UK Pound)120.0 million is expected to be
  required to complete the  build-out  after 1996.  The Company  expects that such
  funds will be provided by the Company,  borrowings under new credit  facilities,
  or from  other  sources,  although  there  can be no  assurance  that  any  such
  financing will be available on acceptable terms and conditions.
  
  Statement of Cash Flows
  
  Cash and cash equivalents  decreased (UK Pound)52.4  million as of September 30,
  1996 from December 31, 1995 and decreased (UK Pound)47.9 million as of September
  30, 1995 from December 31, 1994.  Changes in cash and cash equivalents  resulted
  from cash flows from operating, financing and investing activities.
  
  Net cash provided by operating  activities amounted to (UK Pound)1.1 million and
  (UK  Pound)5.5  million for the nine months ended  September  30, 1996 and 1995,
  respectively.  The decrease of (UK Pound)4.4 million is primarily due to changes
  in working capital as a result of the timing of receipts and disbursements.
  
  Net  cash  used in  investing  activities  was (UK  Pound)52.7  million  and (UK
  Pound)53.3  million  for the nine  months  ended  September  30,  1996 and 1995,
  respectively.  During the nine months ended September 30, 1996, net cash used in
  investing  activities  includes  additions  to  property  and  equipment  of (UK
  Pound)51.1 million, cash paid in the Singtel Transaction,  net of cash acquired,
  of (UK Pound)10.4  million and capital  contributions and advances to affiliates
  of (UK  Pound)9.2  million,  offset by  proceeds  from the  sales of  short-term
  investments of (UK Pound)18.2  million.  During the nine months ended  September
  30, 1995, net cash used in investing  activities  includes additions to property
  and equipment of (UK Pound)32.6  million and capital  contributions and advances
  to affiliates of (UK Pound)22.3 million.
  
  Results of Operations
  
  The Company
  
  The Company  recognized  net losses of (UK  Pound)37.9  million,  (UK Pound)18.9
  million, (UK Pound)14.6 million and (UK Pound)7.7 million for the nine and three
  months ended September 30, 1996 and 1995,  respectively,  representing increases
  of (UK Pound)19.0  million or 101% and (UK Pound)6.9 million or 90% from 1995 as
  compared to the same periods in 1996. The increases in the Company's  losses are
  due to  interest  expense on the 2007  Discount  Debentures,  the effects of the
  continuing construction of Teesside's cable/telephony network and the effects of
  the Singtel Transaction.
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative expenses, and depreciation and amortization
  expense for the nine and three months ended  September  30, 1996, as compared to
  the same  periods in 1995,  are  attributable  to the effects of the  continuing
  construction of Teesside's  cable/telephony network and the consolidation of the
  results of operations of Cambridge Cable beginning on March 31, 1996.  Cambridge
  Cable's service income, operating expenses,  selling, general and administrative
  expenses and depreciation and amortization  expense were (UK Pound)13.8 million,
  (UK  Pound)5.5  million,  (UK  Pound)8.7  million  and  (UK  Pound)6.2  million,
  respectively,  for the six months ended  September  30, 1996,  and (UK Pound)7.0
  million, (UK Pound)2.8 million, (UK Pound)4.9 million and (UK Pound)3.1 million,
  respectively, for the three months ended September 30, 1996.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income is generally  based on a percentage of gross revenues or a
  fixed amount per dwelling unit in the Equity Investees' franchise areas.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
  Consulting"), an indirect wholly owned subsidiary of
  
                                         12
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  Comcast, on the other, whereby Comcast and Comcast Consulting provide consulting
  services  to the  Equity  Investees  on behalf  of the  Company  and  management
  services to the Company. Such management fees are based on Comcast's and Comcast
  Consulting's cost of providing such services.
  
  Interest expense for the nine and three months ended September 30, 1996 and 1995
  was (UK Pound)17.7  million,  (UK  Pound)581,000,  (UK Pound)6.0 million and (UK
  Pound)195,000,  respectively,  representing  increases of (UK Pound)17.1 million
  and (UK Pound)5.8 million from 1995 as compared to the same periods in 1996. The
  increases are primarily  attributable  to interest  expense on the 2007 Discount
  Debentures incurred during 1996.
  
  Investment  income for the nine and three  months ended  September  30, 1996 and
  1995 was (UK Pound)10.2  million,  (UK Pound)7.8 million,  (UK Pound)2.6 million
  and (UK Pound)2.5 million, respectively, representing increases of (UK Pound)2.4
  million or 31% and (UK  Pound)100,000  or 4% from 1995 as  compared  to the same
  periods in 1996. The increases are primarily attributable to the increase in the
  average balance of cash, cash equivalents and short-term investments held by the
  Company during 1996 over the same periods in 1995,  primarily as a result of the
  proceeds from the offering of the 2007 Discount Debentures in November 1995.
  
  Equity in net losses of affiliates for the nine and three months ended September
  30,  1996 and 1995 was (UK  Pound)13.8  million,  (UK  Pound)17.2  million,  (UK
  Pound)4.2  million  and  (UK  Pound)6.6  million,   respectively,   representing
  decreases of (UK Pound)3.4  million or 20% and (UK Pound)2.4 million or 36% from
  1995 as compared to the same periods in 1996. The decreases are  attributable to
  the  consolidation  of the results of operations of Cambridge Cable beginning on
  March 31, 1996,  partially  offset by the effects of increases in the net losses
  of Birmingham Cable and Cable London.
  
  Exchange  (gains) losses and other for the nine and three months ended September
  30,  1996  and  1995  were  ((UK   Pound)713,000),   (UK   Pound)594,000,   ((UK
  Pound)416,000) and ((UK Pound)63,000), respectively, representing changes of (UK
  Pound)1.3  million  and (UK  Pound)353,000  from  1995 as  compared  to the same
  periods in 1996. These changes  primarily result from the impact of fluctuations
  in the  valuation  of the UK Pound on the 2007  Discount  Debentures,  which are
  denominated  in US Dollars,  and on the Company's  foreign  exchange call option
  contracts.  The Company's  results of operations will continue to be affected by
  exchange rate fluctuations.  In addition,  exchange (gains) losses and other for
  the nine  months  ended  September  30, 1995  includes a one-time  charge of (UK
  Pound)605,000  relating to the  recoverability  of the  Company's  investment in
  Cable Programme Partners-1 Limited Partnership.
  
  The Operating Companies
  
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating Companies' results of operations for the nine and three
  months  ended  September  30,  1996 and  1995 is  based  on their  proportionate
  combined  results  of  operations.   Such  proportionate   combined  results  of
  operations  have been derived from the  financial  statements of the Company and
  the Equity Investees,  after giving effect to the Company's  ownership interests
  in each of the  Operating  Companies  as of  September  30,  1996.  The  Company
  believes that presentation of proportionate  combined  financial data,  although
  not in accordance with generally accepted accounting principles, facilitates the
  understanding  and  assessment  of its operating  performance  since the Company
  accounts for its interests in Birmingham Cable, Cable London and Cambridge Cable
  (through March 31, 1996) under the equity  method.  The results of operations of
  Teesside and Cambridge  Cable  (subsequent  to March 31, 1996) are  consolidated
  with those of the Company.
  
  The  Operating  Companies  account  for costs  and  expenses  applicable  to the
  construction and operation of their cable  telecommunications  systems under the
  provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
  "Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
  the period  while a system is  partially  under  construction  and  partially in
  service (the "Prematurity Period"), costs of telecommunications plant, including
  materials,   direct   labor   and   construction   overhead   are   capitalized.
  Subscriber-related  costs and general and  administrative  costs are expensed as
  incurred.  Costs incurred in anticipation of servicing a fully operating  system
  that  will not vary  regardless  of the  number  of  subscribers  are  partially
  expensed and partially capitalized based upon
  
                                         13
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  the percentage of average actual or estimated subscribers, whichever is greater,
  to the total number of subscribers expected at the end of the Prematurity Period
  (the "Fraction").  During the Prematurity Period,  depreciation and amortization
  of system assets is determined by multiplying the  depreciation and amortization
  of the total  capitalized  system assets  expected at the end of the Prematurity
  Period by the Fraction.  At the end of the Prematurity Period,  depreciation and
  amortization  of system assets is based on the remaining  undepreciated  cost at
  that date.
  
  Proportionate combined service income was (UK Pound)52.5 million, (UK Pound)33.7
  million,  (UK  Pound)18.7  million and (UK  Pound)12.0  million for the nine and
  three  months  ended  September  30, 1996 and 1995,  respectively,  representing
  increases of (UK Pound)18.8 million or 56% and (UK Pound)6.7 million or 56% from
  1995 as compared to the same periods in 1996.  Substantially  all of the revenue
  growth was due to increases in the number of cable  communications and telephony
  subscribers,  primarily as a result of additional  homes  passed.  Approximately
  one-half  of the  Operating  Companies'  service  income  for the nine and three
  months ended  September  30, 1996 and 1995 is derived from monthly  subscription
  charges relating  primarily to cable  communications  services and approximately
  one-half of their  service  income for these periods is derived  primarily  from
  usage charges relating to telephony services.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK Pound)54.9 million,  (UK Pound)43.6 million, (UK Pound)19.8 million and
  (UK  Pound)16.5  million for the nine and three months ended  September 30, 1996
  and 1995, respectively,  representing increases of (UK Pound)11.3 million or 26%
  and (UK  Pound)3.3  million or 20% from 1995 as compared to the same  periods in
  1996.  Substantially  all of the increases  were  attributable  to the continued
  development of Teesside's  operations and increased  business activity resulting
  from the growth in the number of  subscribers  and  development of the Operating
  Companies' franchise areas.
  
  Proportionate  combined depreciation and amortization expense was (UK Pound)21.9
  million, (UK Pound)13.3 million, (UK Pound)8.0 million and (UK Pound)4.9 million
  for the nine and three months ended  September 30, 1996 and 1995,  respectively,
  representing increases of (UK Pound)8.6 million or 65% and (UK Pound)3.1 million
  or 63% from 1995 as compared to the same periods in 1996.  These  increases were
  due to certain of the  Operating  Companies'  discrete  build areas ending their
  Prematurity  Periods as set out under SFAS No. 51, as well as an increase in the
  percentage  used to calculate  depreciation  expense as a result of an increased
  number of  subscribers  in those  discrete  franchise  areas  remaining in their
  Prematurity Period.
  
  Proportionate   combined  interest  expense  was  (UK  Pound)13.2  million,  (UK
  Pound)9.5 million,  (UK Pound)4.6 million and (UK Pound)4.0 million for the nine
  and three months ended September 30, 1996 and 1995,  respectively,  representing
  increases of (UK Pound)3.7 million or 39% and (UK Pound)600,000 or 15% from 1995
  as  compared  to  the  same  periods  in  1996.  The  increases  were  primarily
  attributable to additional  loans from  shareholders and borrowings under credit
  facilities.
  
  Proportionate   combined  investment  income  was  (UK  Pound)2.3  million,  (UK
  Pound)2.7 million,  (UK Pound)655,000 and (UK Pound)1.0 million for the nine and
  three  months  ended  September  30, 1996 and 1995,  respectively,  representing
  decreases of (UK  Pound)400,000 or 15% and (UK Pound)345,000 or 35% from 1995 as
  compared to the same  periods in 1996.  The  decreases  were  attributable  to a
  decrease in the average  balance of cash,  cash  equivalents and restricted cash
  held by the Operating Companies during the nine and three months ended September
  30, 1996 as compared to the same periods in 1995.
  
                                         14
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   Legal Proceedings
  
  Neither  the  Company  nor the  Operating  Companies  are party to any  material
  litigation.
  
  ITEM 6.   Exhibits and Reports on Form 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 27.1  Financial Data Schedule.
  
            (b)  Reports on Form 8-K - none.
  
                                         15
  
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
  
                                            COMCAST UK CABLE PARTNERS LIMITED
                                            ------------------------------------
  
  
  
  
  
  
                                            /s/ JOHN R. ALCHIN
                                            ------------------------------------
                                            John R. Alchin
                                            Senior Vice President and
                                            Treasurer(Principal Financial Officer)
  
  
  
  
  
  Date:  November 13, 1996
  
                                         16
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 67847}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST UK CABLE PARTNERS LTD", "cik": "0000919957", "assigned-sic": "4841", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-24792", "film-number": "96662453"}, "business-address": {"street1": "2 CHURCH ST WEST", "street2": "CLARENDON HOUSE", "city": "HAMILTON HM 11 BERMU", "state": "D0", "phone": "8092955950"}, "mail-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                 SEPTEMBER 30, 1996
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934
       for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
             Bermuda                                      Not Applicable
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)
  
              Clarendon House                          Comcast Corporation
            2 Church Street West                  1500 Market Street, 35th Floor
         Hamilton, HM 11, Bermuda                  Philadelphia, PA 19102-2148
               (809) 295-5950                             (215) 665-1700
      (Address, including zip code, and        (Name, address, including zip code,
     telephone number, including area code,      and telephone number, including 
  of Registrant's principal executive offices)   area code, of agent for service)
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  [X]                                           No [ ]
  
  As of  September  30,  1996,  there were  37,231,997  Class A Common  Shares and
  12,872,605 Class B Common Shares outstanding.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of September 30, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Nine and Three Months Ended September 30,
                      1996 and 1995 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Nine Months Ended September 30,
                      1996 and 1995 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 8
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations..........................................9 - 14
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................15
  
            Item 6.   Exhibits and Reports on Form 8-K........................15
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  expenditures and future  contributions and advances to the Operating  Companies.
  Such forward-looking information involves important risks and uncertainties that
  could  significantly  affect expected results in the future from those expressed
  in any forward-looking  statements made by, or on behalf of, the Company.  These
  risks and uncertainties  include, but are not limited to, uncertainties relating
  to economic conditions, acquisitions and divestitures, government and regulatory
  policies, the pricing and availability of equipment, materials,  inventories and
  programming,   technological   developments   and  changes  in  the  competitive
  environment in which the Company operates.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  PART I.   FINANCIAL INFORMATION
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  September 30,         December 31,
                                                                                    1996                  1995
                                                                                (UK Pound)000         (UK Pound)000
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents ............................................. (UK Pound)109,871  (UK Pound)162,231
      Short-term investments, at cost which approximates fair value .........            39,023             57,240
      Accounts receivable, less allowance for doubtful accounts
        of (UK Pound)1,531 and (UK Pound)40 .................................             2,262                135
      Prepaid charges and other .............................................             4,857              4,585
                                                                              -----------------  -----------------
         Total current assets ...............................................           156,013            224,191
                                                                              -----------------  -----------------
  
  INVESTMENTS IN AFFILIATES .................................................            72,018            127,858
                                                                              -----------------  -----------------
  
  PROPERTY AND EQUIPMENT ....................................................           210,942             47,750
      Accumulated depreciation ..............................................            (9,078)            (1,271)
                                                                              -----------------  -----------------
      Property and equipment, net ...........................................           201,864             46,479
                                                                              -----------------  -----------------
  
  DEFERRED CHARGES ..........................................................            60,617             23,162
      Accumulated amortization ..............................................            (6,968)            (3,600)
                                                                              -----------------  -----------------
      Deferred charges, net .................................................            53,649             19,562
                                                                              -----------------  -----------------
  
  FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net ...............................            11,700             13,799
                                                                              -----------------  -----------------
                                                                              (UK Pound)495,244  (UK Pound)431,889
                                                                              =================  =================
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses .................................  (UK Pound)23,849   (UK Pound)12,174
      Current portion of long-term debt .....................................             1,191
      Foreign exchange call options .........................................                                1,577
      Due to affiliates .....................................................               929              2,224
                                                                              -----------------  -----------------
         Total current liabilities ..........................................            25,969             15,975
                                                                              -----------------  -----------------
  
  LONG-TERM DEBT, less current portion ......................................           214,933            195,909
                                                                              -----------------  -----------------
  
  FOREIGN EXCHANGE CALL OPTIONS AND OTHER ...................................             2,491              2,184
                                                                              -----------------  -----------------
  
  LONG-TERM DEBT, due to shareholder ........................................            10,094              9,453
                                                                              -----------------  -----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
      Class A common shares, (UK Pound).01 par value - authorized,
         50,000,000 shares; issued, 37,231,997 and 28,372,334 ...............               372                284
      Class B common shares, (UK Pound).01 par value - authorized,
         50,000,000 shares; issued, 12,872,605 ..............................               129                129
      Additional capital ....................................................           358,548            287,397
      Accumulated deficit ...................................................          (117,292)           (79,442)
                                                                              -----------------  -----------------
           Total shareholders' equity .......................................           241,757            208,368
                                                                              -----------------  -----------------
                                                                              (UK Pound)495,244  (UK Pound)431,889
                                                                              =================  =================
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  Nine Months Ended                          Three Months Ended
                                                           September 30,                               September 30,
                                                     1996                1995                  1996                  1995
                                                            (in  (UK Pound)000's, except per share data)
  REVENUES
     Service income ......................    (UK Pound)21,042        (UK Pound)371      (UK Pound)9,866        (UK Pound)354
     Consulting fee income ...............                 834                  949                  224                  313
                                              ----------------        -------------      ---------------        -------------
                                                        21,876                1,320               10,090                  667
                                              ----------------        -------------      ---------------        -------------
  
  COSTS AND EXPENSES
     Operating ...........................               8,303                  161                3,898                  153
     Selling, general and administrative .              17,340                5,303                7,735                2,453
     Management fees .....................               2,144                2,248                  812                  860
     Depreciation and amortization .......              11,380                1,906                5,043                  779
                                              ----------------        -------------      ---------------        -------------
  
                                                        39,167                9,618               17,488                4,245
                                              ----------------        -------------      ---------------        -------------
  
  OPERATING LOSS .........................             (17,291)              (8,298)              (7,398)              (3,578)
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense ....................              17,674                  581                6,029                  195
     Investment income ...................             (10,208)              (7,774)              (2,606)              (2,539)
     Equity in net losses of affiliates ..              13,806               17,246                4,166                6,571
     Exchange (gains) losses and other ...                (713)                 594                 (416)                 (63)
                                              ----------------        -------------      ---------------        -------------
                                                        20,559               10,647                7,173                4,164
                                              ----------------        -------------      ---------------        -------------
  
  NET LOSS ...............................             (37,850)             (18,945)             (14,571)              (7,742)
  
  ACCUMULATED DEFICIT
      Beginning of period ................             (79,442)             (50,480)            (102,721)             (61,683)
                                              ----------------        -------------      ---------------        -------------
  
      End of period ......................  ((UK Pound)117,292)   ((UK Pound)69,425)  ((UK Pound)117,292)   ((UK Pound)69,425)
                                            ==================    =================   ==================    =================
  
  NET LOSS PER SHARE .....................      ((UK Pound).80)      ((UK Pound).46)      ((UK Pound).30)      ((UK Pound).19)
                                            ==================    =================   ==================    =================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD              47,583               41,245               50,105               41,245
                                            ==================    =================   ==================    =================
  See notes to condensed consolidated financial statements.
  
                                                             3
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  Nine Months Ended September 30,
                                                                                1996                     1995
                                                                             (UK Pound)000         (UK Pound)000
  OPERATING ACTIVITIES
      Net loss ........................................................   ((UK Pound)37,850)   ((UK Pound)18,945)
      Adjustments to reconcile net loss to net cash provided by
       operating activities:
         Depreciation and amortization ................................              11,380                1,906
         Amortization on foreign exchange contracts ...................               2,054                 (359)
         Non-cash interest expense ....................................              17,416                  581
         Non-cash investment income ...................................              (2,429)              (3,535)
         Exchange gains ...............................................              (2,998)
         Equity in net losses of affiliates ...........................              13,806               17,246
         Increase in foreign exchange contracts, net ..................                  19                 (431)
         Loss on investment in affiliate ..............................                                      605
                                                                          -----------------    ----------------- 
                                                                                      1,398               (2,932)
  
         Decrease (increase) in accounts receivable and prepaid charges
            and other .................................................                  25                 (525)
         Increase in accounts payable and accrued expenses ............                 952               12,205
         Decrease in due to affiliates ................................              (1,295)              (3,203)
                                                                          -----------------    ----------------- 
  
                Net cash provided by operating activities .............               1,080                5,545
                                                                          -----------------    ----------------- 
  
  FINANCING ACTIVITIES
      Issuance of shares, net .........................................                                      (53)
      Proceeds from borrowings ........................................                 354
      Repayment of debt ...............................................              (1,104)
                                                                          -----------------    ----------------- 
  
                Net cash used in financing activities .................                (750)                 (53)
                                                                          -----------------    ----------------- 
  
  INVESTING ACTIVITIES
      Acquisition, net of cash acquired ...............................             (10,373)
      Sales of short-term investments, net ............................              18,217                1,639
      Capital contributions and advances to affiliates ................              (9,164)             (22,286)
      Additions to property and equipment .............................             (51,096)             (32,607)
      Deferred charges and other ......................................                (274)                 (91)
                                                                          -----------------    ----------------- 
  
                Net cash used in investing activities .................             (52,690)             (53,345)
                                                                          -----------------    ----------------- 
  
  DECREASE IN CASH AND CASH EQUIVALENTS ...............................             (52,360)             (47,853)
  
  CASH AND CASH EQUIVALENTS, beginning of period ......................             162,231              100,117
                                                                          -----------------    ----------------- 
  
  CASH AND CASH EQUIVALENTS, end of period ............................   (UK Pound)109,871     (UK Pound)52,264
                                                                          =================    =================
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  September  30,  1996,  the  condensed
       consolidated  statement of operations and accumulated  deficit for the nine
       and  three  months  ended  September  30,  1996 and 1995 and the  condensed
       consolidated  statement of cash flows for the nine months  ended  September
       30, 1996 and 1995 have been prepared by Comcast UK Cable  Partners  Limited
       (the  "Company")  and have not been  audited by the  Company's  independent
       auditors. In the opinion of management, all adjustments (which include only
       normal  recurring  adjustments)  necessary to present  fairly the financial
       position, results of operations and cash flows as of September 30, 1996 and
       for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1996 are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
  3.   SINGTEL TRANSACTION
  
       On March 19, 1996,  the Company  completed  the  acquisition  (the "Singtel
       Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
       Telecom") 50% interest in Cambridge  Holding  Company  Limited  ("Cambridge
       Cable"),  pursuant to the terms of a Share Exchange  Agreement  executed by
       the parties in December  1995.  In exchange  for  Singapore  Telecom's  50%
       interest in Cambridge Cable and certain loans made to Cambridge Cable, with
       accrued interest thereon,  the Company issued  approximately 8.9 million of
       its Class A Common Shares and paid  approximately (UK Pound)11.8 million to
       Singapore  Telecom.  The Company has accounted for the Singtel  Transaction
       under the  purchase  method.  As a result of the Singtel  Transaction,  the
       Company owns 100% of Cambridge  Cable and has  consolidated  the  financial
       position and results of  operations of Cambridge  Cable  beginning on March
       31, 1996.
  
                                          5
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The following pro forma  information  has been  presented as if the Singtel
       Transaction  had occurred at the  beginning of each period.  This pro forma
       information  is based on  historical  results of  operations  adjusted  for
       acquisition  costs and, in the opinion of  management,  is not  necessarily
       indicative  of what results  would have been had the Company  owned 100% of
       Cambridge Cable since such dates.
  Three Months
                                                      Nine Months Ended                     Ended
                                                         September 30,                  September 30,
                                                 1996                   1995                 1995
                                                (in  (UK Pound)000's, except per share data)
  Revenues ...................  (UK Pound)28,099      (UK Pound)15,564       (UK Pound)5,641
  
            Net loss ...................           (39,575)              (25,370)              (10,301)
  
            Net loss per share..........              (.79)                 (.51)                 (.21)
  4.   INVESTMENTS IN AFFILIATES
  
       The Company has  historically  invested in three  affiliates  (the  "Equity
       Investees," which term excludes  Cambridge Cable as of March 31, 1996 - see
       Note 3): Birmingham Cable Corporation Limited ("Birmingham  Cable"),  Cable
       London PLC ("Cable  London")  and  Cambridge  Cable.  The Equity  Investees
       operate integrated cable communications, residential telephony and business
       telecommunications  systems in their  respective major  metropolitan  areas
       under   exclusive    cable    television    licenses   and    non-exclusive
       telecommunications  licenses.  As of  September  30,  1996,  the  Company's
       ownership interest in these affiliates is as follows:
  
            Birmingham Cable...................      27.5%
            Cable London (1)...................      50.0%
            Cambridge Cable (2)................     100.0%
       ---------------
       (1)  Increased  in  September  1996 from 49.0% due to the buyout of certain
            minority shareholders.
       (2)  Increased in March 1996 from 50.0% due to the acquisition of Singapore
            Telecom's interest (see Note 3).
  
       The Company also has a 16.7% interest in Cable Programme Partners-1 Limited
       Partnership  ("CPP-1") which  previously  developed and  distributed  cable
       programming in the United Kingdom. During 1995, CPP-1 sold its only channel
       and is in the  process of winding  down its  operations.  As a result,  the
       Company recorded a one-time charge of (UK Pound)605,000,  which is included
       in  exchange   (gains)   losses  and  other  in  the  Company's   condensed
       consolidated  statement of operations and accumulated  deficit for the nine
       months ended  September  30, 1995,  relating to the  recoverability  of the
       Company's  investment  in  CPP-1.  This  one-time  charge  included  a  (UK
       Pound)560,000  reserve  for the  Company's  proportionate  share of CPP-1's
       future funding commitments. To date, (UK Pound)342,000 of these commitments
       have been funded by the Company.
  
       Included in investments in affiliates as of September 30, 1996 and December
       31, 1995 are loans to Cable  London of (UK  Pound)21.0  million and accrued
       interest of (UK Pound)3.2 million and (UK Pound)1.9 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays Bank plc (7.75%  effective  rate as of September 30, 1996)
       and are subordinate to Cable London's revolving bank credit facility. These
       loans are  convertible  into ordinary shares of Cable London at a per share
       conversion  price  of (UK  Pound)2.00.  Also  included  in  investments  in
       affiliates  as of  December  31, 1995 are loans to  Cambridge  Cable of (UK
       Pound)47.4  million and  accrued  interest of (UK  Pound)5.1  million.  The
       Cambridge Cable loans and related accrued  interest have been eliminated in
       consolidation subsequent to the Singtel Transaction (see Note 3).
  
                                          6
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  Birmingham          Cable           Cambridge
                                                            Cable             London          Cable (1)       CPP-1 (2)    Combined
                                                        (UK Pound)000     (UK Pound)000    (UK Pound)000   (UK Pound)000 (UK Pound)000
  NINE MONTHS ENDED SEPTEMBER 30, 1996
  Results of operations
   Service income................................... (UK Pound)38,708  (UK Pound)28,812   (UK Pound)6,401            (UK Pound)73,921
   Depreciation and amortization....................          (14,127)          (10,721)           (2,168)                    (27,016)
   Operating loss...................................           (8,281)          (10,615)           (2,133)                    (21,029)
   Net loss.........................................          (14,282)          (15,647)           (4,419)                    (34,348)
   Company's equity in net loss.....................           (3,922)           (7,674)           (2,210)                    (13,806)
  
  THREE MONTHS ENDED SEPTEMBER 30, 1996
  Results of operations
   Service income...................................           13,478            10,168                                        23,646
   Depreciation and amortization....................           (4,793)           (3,828)                                       (8,621)
   Operating loss...................................           (2,736)           (3,718)                                       (6,454)
   Net loss.........................................           (5,121)           (5,618)                                      (10,739)
   Company's equity in net loss.....................           (1,406)           (2,760)                                       (4,166)
  
  AS OF SEPTEMBER 30, 1996
  Financial position
   Current assets...................................           72,372             7,316                                        79,688
   Noncurrent assets................................          253,386           149,111                                       402,497
   Current liabilities..............................           27,625            69,761                                        97,386
   Noncurrent liabilities...........................          188,882            56,963                                       245,845
  
  NINE MONTHS ENDED SEPTEMBER 30, 1995
  Results of operations
   Service income...................................           28,033            21,956            14,647     1,088            65,724
   Depreciation and amortization....................          (10,508)           (7,507)           (5,163)      (34)          (23,212)
   Operating loss...................................           (9,215)           (9,413)           (9,780)   (4,619)          (33,027)
   Net loss.........................................          (11,331)          (11,889)          (14,827)   (5,388)          (43,435)
   Company's equity in net loss.....................           (3,113)           (5,822)           (7,413)     (898)          (17,246)
  
  THREE MONTHS ENDED SEPTEMBER 30, 1995
  Results of operations
   Service income...................................            9,718             7,761             5,101                      22,580
   Depreciation and amortization....................           (3,777)           (2,767)           (1,874)                     (8,418)
   Operating loss...................................           (3,260)           (3,550)           (3,958)                    (10,768)
   Net loss.........................................           (4,506)           (4,694)           (6,069)                    (15,269)
   Company's equity in net loss.....................           (1,238)           (2,299)           (3,034)                     (6,571)
  ---------------
  (1)  As a result of the Singtel Transaction,  the Company owns 100% of Cambridge
       Cable and has consolidated the financial position and results of operations
       of Cambridge  Cable  beginning on March 31, 1996 (see Note 3). 1996 results
       of operations information for Cambridge Cable is for the three months ended
       March 31, 1996.
  (2)  1995  results  of  operations  information  for CPP-1 is for the six months
       ended June 30, 1995.
  5.   LONG-TERM DEBT
  
       In November 1995, the Company received net proceeds of approximately $291.1
       million ((UK  Pound)186.9  million) from the sale of  approximately  $517.3
       million  principal  amount  at  maturity  of  its  11.20%  Senior  Discount
       Debentures
  
                                          7
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       due 2007 (the "2007 Discount  Debentures") in a public  offering.  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.
  
       As of September 30, 1996,  long-term debt includes (UK Pound)4.7 million of
       Cambridge  Cable's  capitalized lease  obligations,  of which (UK Pound)1.2
       million is classified as current.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earns  consulting fee income under  consulting  agreements  with the Equity
       Investees.  The consulting fee income is generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas.
  
       The  Company's  right to  receive  certain  consulting  fee  payments  from
       Birmingham Cable and Cable London has been  subordinated to the banks under
       their  credit  facilities.  Accordingly,  a portion of these fees have been
       classified  as long-term  receivables  and are included in  investments  in
       affiliates  in the  Company's  condensed  consolidated  balance  sheet.  In
       addition,  the Company's shares in Cable London have been pledged to secure
       amounts outstanding under the Cable London credit facility.
  
       Management fee expense is incurred under agreements  between the Company on
       the  one  hand,  and  Comcast   Corporation   ("Comcast"),   the  Company's
       controlling  shareholder,  and Comcast UK Cable Partners  Consulting,  Inc.
       ("Comcast Consulting"),  an indirect wholly owned subsidiary of Comcast, on
       the other,  whereby  Comcast  and  Comcast  Consulting  provide  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management  fees are based on Comcast's and
       Comcast  Consulting's cost of providing such services.  As of September 30,
       1996 and December 31, 1995,  due to affiliates  consists  primarily of this
       management fee and operating expenses paid by Comcast and its affiliates on
       behalf of the Company.
  
       For the nine and three months ended September 30, 1996 and 1995, investment
       income  includes  (UK  Pound)2.4  million,   (UK  Pound)3.5  million,   (UK
       Pound)409,000  and (UK  Pound)1.3  million,  respectively,  relating to the
       loans to Cambridge Cable and Cable London described in Note 4.
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast UK Holdings,  Inc. which are due in 1999. For the nine and three
       months  ended  September  30,  1996 and  1995,  the  Company  recorded  (UK
       Pound)641,000,  (UK Pound)581,000, (UK Pound)218,000 and (UK Pound)195,000,
       respectively, of interest expense relating to such notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more favorable than those with nonaffiliated parties.
  
                                          8
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   was
  incorporated in 1992 to develop,  construct, manage and operate the interests of
  Comcast in the United Kingdom ("UK") cable and  telecommunications  industry. As
  of  September  30,  1996,  the Company has  interests  in four  operations  (the
  "Operating  Companies"):   Birmingham  Cable  Corporation  Limited  ("Birmingham
  Cable"),  in which the Company owns a 27.5%  interest,  Cable London PLC ("Cable
  London"), in which the Company owns a 50.0% interest,  Cambridge Holding Company
  Limited  ("Cambridge  Cable"),  in which the Company owns a 100.0% interest (see
  below), and the franchises for Darlington and Teesside, England ("Teesside"), in
  which the Company owns a 100.0% interest. The Operating Companies hold exclusive
  cable television licenses and non-exclusive  telecommunications  licenses in ten
  franchise areas.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.6  million  homes  and the
  businesses within their franchise areas. As of September 30, 1996, the Operating
  Companies'  systems passed more than 902,000 homes or  approximately  56% of the
  homes in their franchise  areas and served more than 228,000 cable  subscribers,
  239,000   residential   telephony   subscribers  and  7,600  business  telephony
  subscribers.
  
  The Company  accounts  for its  interests in  Birmingham  Cable and Cable London
  under the equity method.  Through March 31, 1996, the Company also accounted for
  its  interest  in  Cambridge   Cable  under  the  equity   method  (see  below).
  Collectively, Birmingham Cable, Cable London and Cambridge Cable are referred to
  herein as the "Equity  Investees"  (which term  excludes  Cambridge  Cable as of
  March 31, 1996).
  
  General Developments of Business
  
  Singtel Transaction
  
  On  March  19,  1996,  the  Company  completed  the  acquisition  (the  "Singtel
  Transaction") of Singapore  Telecom  International  Pte.  Limited's  ("Singapore
  Telecom")  50%  interest in  Cambridge  Cable,  pursuant to the terms of a Share
  Exchange  Agreement  executed by the parties in December  1995.  In exchange for
  Singapore  Telecom's  50% interest in Cambridge  Cable and certain loans made to
  Cambridge Cable, with accrued interest thereon, the Company issued approximately
  8.9 million of its Class A Common Shares and paid  approximately  (UK Pound)11.8
  million  to  Singapore  Telecom.  The  Company  has  accounted  for the  Singtel
  Transaction under the purchase method.  As a result of the Singtel  Transaction,
  the Company now owns 100% of Cambridge Cable and has  consolidated the financial
  position and results of  operations  of Cambridge  Cable  beginning on March 31,
  1996.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  shareholders  as well as proceeds from the Company's  initial public offering of
  15.0 million of its Class A Common Shares (net proceeds of $209.4 million or (UK
  Pound)132.6  million) in September  1994 and from the Company's  offering of its
  $517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
  due 2007 (the "2007 Discount Debentures") (net proceeds of $291.1 million or (UK
  Pound)186.9  million) in November 1995.  Interest  accretes on the 2007 Discount
  Debentures at 11.20% per annum compounded  semi-annually  from November 15, 1995
  to November 15, 2000, after which date interest will be paid in cash on each May
  15 and
  
                                          9
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  November 15 through  November 15, 2007.  The 2007  Discount  Debentures  contain
  restrictive  covenants which limit the Company's  ability to pay dividends.  The
  Equity Investees have not paid any dividends to the Company and are not expected
  to pay any dividends in the foreseeable future.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies will be able to generate positive  operating cash flow,
  (iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
  whether  there may be future  acquisitions  and trades funded in cash or Company
  shares.   There  are  no  agreements  or  negotiations  for  specific   material
  acquisitions currently pending.
  
  Historically,  the  Company  has made  investments  in the Equity  Investees  in
  conjunction  with  proportionate  investments  by its  strategic  and  financial
  partners.  The Company made capital  contributions and advances to the Operating
  Companies in the aggregate of (UK Pound)67.0  million,  (UK Pound)51.9  million,
  (UK  Pound)21.2  million and (UK  Pound)18.0  million  during the nine and three
  months ended September 30, 1996 and 1995, respectively.  Although the Company is
  not  contractually  committed to make any additional  capital  contributions  or
  advances to any of the Equity Investees,  it currently intends to fund its share
  of the amounts  necessary  for  capital  expenditures  and to finance  operating
  deficits.  Failure to do so could dilute the Company's ownership interest in the
  Equity Investees.
  
  The Company estimates that the Operating  Companies will require an aggregate of
  approximately (UK Pound)430 million to (UK Pound)530 million after September 30,
  1996 to complete the build-out of their  systems.  Although the Company  expects
  that its strategic and financial  partners in the Equity  Investees will provide
  their share of such funds,  they are not  contractually  obligated to do so, and
  thus no assurance of such funding can be given.  If the Company's  strategic and
  financial partners fail to provide such financing,  the Equity Investees will be
  required to seek additional funds elsewhere. Such additional funds may come from
  the Company,  from new strategic and financial  partners,  from borrowings under
  existing or new credit  facilities or from other sources,  although there can be
  no assurance that any such financing would be available on acceptable  terms and
  conditions.  The Company and its strategic and financial partners generally have
  veto rights over the Equity Investees' debt financing decisions.  Failure of any
  Operating Company to obtain financing necessary to complete the build-out of its
  system could result in loss of its cable franchises and licenses.
  
  The Company has entered  into foreign  exchange  forward  contracts  and foreign
  exchange option contracts as a normal part of its risk management efforts.
  
  During 1995,  the Company  entered into  foreign  exchange put option  contracts
  which may be settled only on November 16, 2000.  These put option  contracts are
  used to limit the Company's exposure to the risk that the eventual cash outflows
  related to net monetary  liabilities  denominated  in currencies  other than its
  functional currency (the UK Pound Sterling or "UK Pound")  (principally the 2007
  Discount  Debentures) are adversely affected by changes in exchange rates. As of
  September 30, 1996, the Company has (UK Pound)250.0  million  notional amount of
  foreign  exchange put option  contracts to purchase United States ("US") dollars
  at an exchange rate of $1.35 per (UK Pound)1.00 (the "Ratio").  Foreign exchange
  put option  contracts  provide a hedge,  to the extent the  exchange  rate falls
  below the Ratio, against the Company's net monetary  liabilities  denominated in
  US dollars  since  gains and losses  realized  on the put option  contracts  are
  offset  against  gains or losses  realized on the  underlying  net  liabilities.
  Premiums  paid for such put  option  contracts  of (UK  Pound)13.9  million  are
  included in foreign  exchange put options and other in the  Company's  condensed
  consolidated  balance  sheet,  net of related  amortization.  These premiums are
  being amortized over the terms of the related contracts of five years.
  
  In order to reduce hedging costs,  the Company has sold (UK Pound)250.0  million
  notional  amount of foreign  exchange call option  contracts.  These call option
  contracts may only be settled on their  expiration  dates.  Of these call option
  contracts,  (UK Pound)200.0  million notional amount settle on November 16, 1996
  at an exchange rate of $1.70 per (UK Pound)1.00 and
  
                                         10
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  (UK  Pound)50.0  million  notional  amount  settle on  November  16,  2000 at an
  exchange  rate of  $1.62  per (UK  Pound)1.00.  Changes  in fair  value  between
  measurement  dates  relating  to these call  option  contracts  resulted  in the
  recording  of  exchange  (gains)  losses  of  ((UK  Pound)1.2  million)  and (UK
  Pound)351,000 in the Company's  condensed  consolidated  statement of operations
  and accumulated  deficit for the nine and three months ended September 30, 1996,
  respectively.
  
  The credit risks associated with the Company's derivative financial  instruments
  are controlled through the evaluation and monitoring of the  creditworthiness of
  the  counterparties.  Although the Company may be exposed to losses in the event
  of  nonperformance  by the  counterparties,  the  Company  does not expect  such
  losses, if any, to be significant.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is contingent upon the Operating Companies' ability to obtain external financing
  and generate  positive  operating cash flow.  The Company  believes that the net
  proceeds  from the sale of the 2007  Discount  Debentures  will be sufficient to
  fund the Company's  expected  capital  contributions  and advances to Birmingham
  Cable  and Cable  London  and to fund  development  and  construction  costs for
  Cambridge Cable and Teesside through the end of 1997.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic  and financial  partners and cash from the issuance of its  preference
  shares.  Birmingham Cable estimates that  approximately  (UK Pound)13.0  million
  will be  required  between  October 1, 1996 and  December  31,  1996 to continue
  development and construction of its  cable/telephony  network. An additional (UK
  Pound)50.0  million to (UK  Pound)70.0  million is  expected  to be  required to
  complete the build-out after 1996. The Company expects that the majority of such
  funds will be  provided  by cash from the  issuance  of its  preference  shares,
  however,  the future  availability of this cash is subject to Birmingham Cable's
  ability to  continue  to meet  certain  restrictive  covenants.  Any  additional
  funding  may come from the  Company or its  strategic  and  financial  partners,
  borrowings  under  new  credit  facilities,   refinancings  of  existing  credit
  facilities or from other  sources,  although  there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial  partner and  borrowings  under its existing  credit  facility.  Cable
  London  estimates that  approximately  (UK  Pound)14.0  million will be required
  between  October 1, 1996 and  December  31,  1996 to  continue  development  and
  construction  of its  cable/telephony  network.  An  additional  (UK  Pound)90.0
  million to (UK  Pound)110.0  million is expected to be required to complete  the
  build-out  after 1996. The Company  expects that a portion of such funds will be
  provided by  borrowings  under Cable  London's  existing  credit  facility.  Any
  additional  funding may come from the  Company or its  strategic  and  financial
  partner,  borrowings under new credit facilities or from other sources, although
  there  can be no  assurance  that  any  such  financing  will  be  available  on
  acceptable terms and conditions.
  
  Cambridge Cable.  Historically,  Cambridge Cable's primary source of funding has
  been capital contributions and loans from the Company and Singapore Telecom. The
  Company  estimates that  approximately  (UK Pound)10.0  million will be required
  between  October 1, 1996 and  December  31,  1996 to  continue  development  and
  construction  of its  cable/telephony  network.  An additional  (UK  Pound)150.0
  million to (UK  Pound)180.0  million is expected to be required to complete  the
  build-out  after 1996.  The Company  expects that such funds will be provided by
  the Company,  borrowings  under new credit  facilities,  or from other  sources,
  although  there can be no assurance that any such financing will be available on
  acceptable terms and conditions.
  
                                         11
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)14.0  million  will be required  between  October 1, 1996 and December 31,
  1996 to continue development and construction of its cable/telephony network. An
  additional (UK Pound)100.0  million to (UK Pound)120.0 million is expected to be
  required to complete the  build-out  after 1996.  The Company  expects that such
  funds will be provided by the Company,  borrowings under new credit  facilities,
  or from  other  sources,  although  there  can be no  assurance  that  any  such
  financing will be available on acceptable terms and conditions.
  
  Statement of Cash Flows
  
  Cash and cash equivalents  decreased (UK Pound)52.4  million as of September 30,
  1996 from December 31, 1995 and decreased (UK Pound)47.9 million as of September
  30, 1995 from December 31, 1994.  Changes in cash and cash equivalents  resulted
  from cash flows from operating, financing and investing activities.
  
  Net cash provided by operating  activities amounted to (UK Pound)1.1 million and
  (UK  Pound)5.5  million for the nine months ended  September  30, 1996 and 1995,
  respectively.  The decrease of (UK Pound)4.4 million is primarily due to changes
  in working capital as a result of the timing of receipts and disbursements.
  
  Net  cash  used in  investing  activities  was (UK  Pound)52.7  million  and (UK
  Pound)53.3  million  for the nine  months  ended  September  30,  1996 and 1995,
  respectively.  During the nine months ended September 30, 1996, net cash used in
  investing  activities  includes  additions  to  property  and  equipment  of (UK
  Pound)51.1 million, cash paid in the Singtel Transaction,  net of cash acquired,
  of (UK Pound)10.4  million and capital  contributions and advances to affiliates
  of (UK  Pound)9.2  million,  offset by  proceeds  from the  sales of  short-term
  investments of (UK Pound)18.2  million.  During the nine months ended  September
  30, 1995, net cash used in investing  activities  includes additions to property
  and equipment of (UK Pound)32.6  million and capital  contributions and advances
  to affiliates of (UK Pound)22.3 million.
  
  Results of Operations
  
  The Company
  
  The Company  recognized  net losses of (UK  Pound)37.9  million,  (UK Pound)18.9
  million, (UK Pound)14.6 million and (UK Pound)7.7 million for the nine and three
  months ended September 30, 1996 and 1995,  respectively,  representing increases
  of (UK Pound)19.0  million or 101% and (UK Pound)6.9 million or 90% from 1995 as
  compared to the same periods in 1996. The increases in the Company's  losses are
  due to  interest  expense on the 2007  Discount  Debentures,  the effects of the
  continuing construction of Teesside's cable/telephony network and the effects of
  the Singtel Transaction.
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative expenses, and depreciation and amortization
  expense for the nine and three months ended  September  30, 1996, as compared to
  the same  periods in 1995,  are  attributable  to the effects of the  continuing
  construction of Teesside's  cable/telephony network and the consolidation of the
  results of operations of Cambridge Cable beginning on March 31, 1996.  Cambridge
  Cable's service income, operating expenses,  selling, general and administrative
  expenses and depreciation and amortization  expense were (UK Pound)13.8 million,
  (UK  Pound)5.5  million,  (UK  Pound)8.7  million  and  (UK  Pound)6.2  million,
  respectively,  for the six months ended  September  30, 1996,  and (UK Pound)7.0
  million, (UK Pound)2.8 million, (UK Pound)4.9 million and (UK Pound)3.1 million,
  respectively, for the three months ended September 30, 1996.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income is generally  based on a percentage of gross revenues or a
  fixed amount per dwelling unit in the Equity Investees' franchise areas.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
  Consulting"), an indirect wholly owned subsidiary of
  
                                         12
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  Comcast, on the other, whereby Comcast and Comcast Consulting provide consulting
  services  to the  Equity  Investees  on behalf  of the  Company  and  management
  services to the Company. Such management fees are based on Comcast's and Comcast
  Consulting's cost of providing such services.
  
  Interest expense for the nine and three months ended September 30, 1996 and 1995
  was (UK Pound)17.7  million,  (UK  Pound)581,000,  (UK Pound)6.0 million and (UK
  Pound)195,000,  respectively,  representing  increases of (UK Pound)17.1 million
  and (UK Pound)5.8 million from 1995 as compared to the same periods in 1996. The
  increases are primarily  attributable  to interest  expense on the 2007 Discount
  Debentures incurred during 1996.
  
  Investment  income for the nine and three  months ended  September  30, 1996 and
  1995 was (UK Pound)10.2  million,  (UK Pound)7.8 million,  (UK Pound)2.6 million
  and (UK Pound)2.5 million, respectively, representing increases of (UK Pound)2.4
  million or 31% and (UK  Pound)100,000  or 4% from 1995 as  compared  to the same
  periods in 1996. The increases are primarily attributable to the increase in the
  average balance of cash, cash equivalents and short-term investments held by the
  Company during 1996 over the same periods in 1995,  primarily as a result of the
  proceeds from the offering of the 2007 Discount Debentures in November 1995.
  
  Equity in net losses of affiliates for the nine and three months ended September
  30,  1996 and 1995 was (UK  Pound)13.8  million,  (UK  Pound)17.2  million,  (UK
  Pound)4.2  million  and  (UK  Pound)6.6  million,   respectively,   representing
  decreases of (UK Pound)3.4  million or 20% and (UK Pound)2.4 million or 36% from
  1995 as compared to the same periods in 1996. The decreases are  attributable to
  the  consolidation  of the results of operations of Cambridge Cable beginning on
  March 31, 1996,  partially  offset by the effects of increases in the net losses
  of Birmingham Cable and Cable London.
  
  Exchange  (gains) losses and other for the nine and three months ended September
  30,  1996  and  1995  were  ((UK   Pound)713,000),   (UK   Pound)594,000,   ((UK
  Pound)416,000) and ((UK Pound)63,000), respectively, representing changes of (UK
  Pound)1.3  million  and (UK  Pound)353,000  from  1995 as  compared  to the same
  periods in 1996. These changes  primarily result from the impact of fluctuations
  in the  valuation  of the UK Pound on the 2007  Discount  Debentures,  which are
  denominated  in US Dollars,  and on the Company's  foreign  exchange call option
  contracts.  The Company's  results of operations will continue to be affected by
  exchange rate fluctuations.  In addition,  exchange (gains) losses and other for
  the nine  months  ended  September  30, 1995  includes a one-time  charge of (UK
  Pound)605,000  relating to the  recoverability  of the  Company's  investment in
  Cable Programme Partners-1 Limited Partnership.
  
  The Operating Companies
  
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating Companies' results of operations for the nine and three
  months  ended  September  30,  1996 and  1995 is  based  on their  proportionate
  combined  results  of  operations.   Such  proportionate   combined  results  of
  operations  have been derived from the  financial  statements of the Company and
  the Equity Investees,  after giving effect to the Company's  ownership interests
  in each of the  Operating  Companies  as of  September  30,  1996.  The  Company
  believes that presentation of proportionate  combined  financial data,  although
  not in accordance with generally accepted accounting principles, facilitates the
  understanding  and  assessment  of its operating  performance  since the Company
  accounts for its interests in Birmingham Cable, Cable London and Cambridge Cable
  (through March 31, 1996) under the equity  method.  The results of operations of
  Teesside and Cambridge  Cable  (subsequent  to March 31, 1996) are  consolidated
  with those of the Company.
  
  The  Operating  Companies  account  for costs  and  expenses  applicable  to the
  construction and operation of their cable  telecommunications  systems under the
  provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
  "Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
  the period  while a system is  partially  under  construction  and  partially in
  service (the "Prematurity Period"), costs of telecommunications plant, including
  materials,   direct   labor   and   construction   overhead   are   capitalized.
  Subscriber-related  costs and general and  administrative  costs are expensed as
  incurred.  Costs incurred in anticipation of servicing a fully operating  system
  that  will not vary  regardless  of the  number  of  subscribers  are  partially
  expensed and partially capitalized based upon
  
                                         13
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  the percentage of average actual or estimated subscribers, whichever is greater,
  to the total number of subscribers expected at the end of the Prematurity Period
  (the "Fraction").  During the Prematurity Period,  depreciation and amortization
  of system assets is determined by multiplying the  depreciation and amortization
  of the total  capitalized  system assets  expected at the end of the Prematurity
  Period by the Fraction.  At the end of the Prematurity Period,  depreciation and
  amortization  of system assets is based on the remaining  undepreciated  cost at
  that date.
  
  Proportionate combined service income was (UK Pound)52.5 million, (UK Pound)33.7
  million,  (UK  Pound)18.7  million and (UK  Pound)12.0  million for the nine and
  three  months  ended  September  30, 1996 and 1995,  respectively,  representing
  increases of (UK Pound)18.8 million or 56% and (UK Pound)6.7 million or 56% from
  1995 as compared to the same periods in 1996.  Substantially  all of the revenue
  growth was due to increases in the number of cable  communications and telephony
  subscribers,  primarily as a result of additional  homes  passed.  Approximately
  one-half  of the  Operating  Companies'  service  income  for the nine and three
  months ended  September  30, 1996 and 1995 is derived from monthly  subscription
  charges relating  primarily to cable  communications  services and approximately
  one-half of their  service  income for these periods is derived  primarily  from
  usage charges relating to telephony services.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK Pound)54.9 million,  (UK Pound)43.6 million, (UK Pound)19.8 million and
  (UK  Pound)16.5  million for the nine and three months ended  September 30, 1996
  and 1995, respectively,  representing increases of (UK Pound)11.3 million or 26%
  and (UK  Pound)3.3  million or 20% from 1995 as compared to the same  periods in
  1996.  Substantially  all of the increases  were  attributable  to the continued
  development of Teesside's  operations and increased  business activity resulting
  from the growth in the number of  subscribers  and  development of the Operating
  Companies' franchise areas.
  
  Proportionate  combined depreciation and amortization expense was (UK Pound)21.9
  million, (UK Pound)13.3 million, (UK Pound)8.0 million and (UK Pound)4.9 million
  for the nine and three months ended  September 30, 1996 and 1995,  respectively,
  representing increases of (UK Pound)8.6 million or 65% and (UK Pound)3.1 million
  or 63% from 1995 as compared to the same periods in 1996.  These  increases were
  due to certain of the  Operating  Companies'  discrete  build areas ending their
  Prematurity  Periods as set out under SFAS No. 51, as well as an increase in the
  percentage  used to calculate  depreciation  expense as a result of an increased
  number of  subscribers  in those  discrete  franchise  areas  remaining in their
  Prematurity Period.
  
  Proportionate   combined  interest  expense  was  (UK  Pound)13.2  million,  (UK
  Pound)9.5 million,  (UK Pound)4.6 million and (UK Pound)4.0 million for the nine
  and three months ended September 30, 1996 and 1995,  respectively,  representing
  increases of (UK Pound)3.7 million or 39% and (UK Pound)600,000 or 15% from 1995
  as  compared  to  the  same  periods  in  1996.  The  increases  were  primarily
  attributable to additional  loans from  shareholders and borrowings under credit
  facilities.
  
  Proportionate   combined  investment  income  was  (UK  Pound)2.3  million,  (UK
  Pound)2.7 million,  (UK Pound)655,000 and (UK Pound)1.0 million for the nine and
  three  months  ended  September  30, 1996 and 1995,  respectively,  representing
  decreases of (UK  Pound)400,000 or 15% and (UK Pound)345,000 or 35% from 1995 as
  compared to the same  periods in 1996.  The  decreases  were  attributable  to a
  decrease in the average  balance of cash,  cash  equivalents and restricted cash
  held by the Operating Companies during the nine and three months ended September
  30, 1996 as compared to the same periods in 1995.
  
                                         14
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   Legal Proceedings
  
  Neither  the  Company  nor the  Operating  Companies  are party to any  material
  litigation.
  
  ITEM 6.   Exhibits and Reports on Form 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 27.1  Financial Data Schedule.
  
            (b)  Reports on Form 8-K - none.
  
                                         15
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                            COMCAST UK CABLE PARTNERS LIMITED
                                            ------------------------------------
  
                                            /s/ JOHN R. ALCHIN
                                            ------------------------------------
                                            John R. Alchin
                                            Senior Vice President and
                                            Treasurer(Principal Financial Officer)
  
  Date:  November 13, 1996
  
                                         16