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, 1998
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                                NTL (BERMUDA) LIMITED
               (Exact name of registrant as specified in its charter)
  
  
                     Bermuda                                Not Applicable
  --------------------------------------------------------------------------------
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification No.)
  
                   Cedar House                      Secretary NTL Incorporated
                 41 Cedar Avenue                       110 East 59th Street
            Hamilton, HM 12, Bermuda                    New York, NY 10022
                 (441) 295-2244                           (212) 906-8440
  --------------------------------------------------------------------------------
        (Address, including zip code, and      (Name, address, including zip code,
     telephone number, including area code,     and telephone number, including 
  of Registrant's principal executive offices)   area code, of agent for service)
  
                          COMCAST UK CABLE PARTNERS LIMITED
                                   Clarendon House
                                2 Church Street West
                              Hamilton, HM 11, Bermuda
  --------------------------------------------------------------------------------
                          (Former Name and Former Address)
  
                             --------------------------
  
  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,  1998,  there were  37,231,997  Class A Common  Shares and
  12,872,605 Class B Common Shares outstanding.
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheet
                      as of September 30, 1998 and December 31,
                      1997 (Unaudited)..........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Nine and Three Months Ended September 30,
                      1998 and 1997 (Unaudited).................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Nine Months Ended September 30,
                      1998 and 1997 (Unaudited).................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 10
  
            Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations.................11 - 17
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings........................................18
  
            Item 6.   Exhibits and Reports on Form 8-K.........................18
  
            SIGNATURE..........................................................19
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf of, the  Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions;   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
  <TABLE>
  <CAPTION>
                                                                                      September 30,     December 31,
                                                                                          1998              1997
                                                                                      (Unaudited)        (See Note)
                                                                                 (in (UK Pound)000's, except share data)
  <S>                                                                              <C>               <C>   
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents.................................................... (UK Pound)86,363  (UK Pound)37,372
     Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)3,204 and (UK Pound)2,598.........................................           4,075             4,255
     Other current assets..........................................................           5,932             5,419
                                                                                  ----------------- -----------------
         Total current assets......................................................          96,370            47,046
                                                                                  ----------------- -----------------
  
  INVESTMENTS IN AFFILIATES........................................................          50,307            61,363
                                                                                  ----------------- -----------------
  
  PROPERTY AND EQUIPMENT...........................................................         364,693           315,702
     Accumulated depreciation .....................................................         (51,205)          (33,000)
                                                                                  ----------------- -----------------
     Property and equipment, net...................................................         313,488           282,702
                                                                                  ----------------- -----------------
  
  DEFERRED CHARGES.................................................................          58,785            60,770
     Accumulated amortization......................................................         (14,587)          (13,985)
                                                                                  ----------------- -----------------
     Deferred charges, net.........................................................          44,198            46,785
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE PUT OPTIONS, net................................................           5,886             7,958
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)510,249 (UK Pound)445,854
                                                                                  ================= =================
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................ (UK Pound)25,783  (UK Pound)23,605
     Accrued interest..............................................................             271
     Current portion of long-term debt.............................................          94,941             1,683
     Notes payable to Comcast U.K. Holdings, Inc...................................          12,037
     Other.........................................................................             809               920
                                                                                  ----------------- -----------------
         Total current liabilities.................................................         133,841            26,208
                                                                                  ----------------- -----------------
  
  LONG-TERM DEBT, less current portion.............................................         246,677           234,010
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE CALL OPTION.....................................................           2,562             2,688
                                                                                  ----------------- -----------------
  
  NOTES PAYABLE TO COMCAST U.K. HOLDINGS, INC......................................                            11,272
                                                                                  ----------------- -----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
     Preferred shares, (UK Pound).01 par value - authorized, 10,000,000
       shares; issued, none........................................................
     Class A common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 37,231,997..................................................             372               372
     Class B common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 12,872,605..................................................             129               129
     Additional capital............................................................         358,548           358,548
     Accumulated deficit...........................................................        (231,880)         (187,373)
                                                                                  ----------------- -----------------
         Total shareholders' equity................................................         127,169           171,676
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)510,249 (UK Pound)445,854
                                                                                  ================= =================
  </TABLE>
  Note:  The balance  sheet at December 31, 1997 has been derived from the audited
  financial statements at that date.
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                               Nine Months Ended                         Three Months Ended
                                                                  September 30,                             September 30,
                                                            1998                1997                   1998               1997
                                                                       (in  (UK Pound)000's, except per share data)
  <S>                                               <C>                  <C>                  <C>                  <C>   
  REVENUES
     Service income.................................  (UK Pound)55,692     (UK Pound)39,166     (UK Pound)19,665     (UK Pound)13,961
     Consulting fee income..........................               840                  776                  279                  280
                                                    ------------------   ------------------   ------------------   ------------------
                                                                56,532               39,942               19,944               14,241
                                                    ------------------   ------------------   ------------------   ------------------
  
  COSTS AND EXPENSES
     Operating......................................            18,147               14,484                6,385                4,590
     Selling, general and administrative............            26,089               22,720                8,893                7,902
     Management fees................................             2,174                2,494                  704                  787
     Depreciation and amortization..................            22,952               18,830                8,268                6,641
                                                    ------------------   ------------------   ------------------   ------------------
  
                                                                69,362               58,528               24,250               19,920
                                                    ------------------   ------------------   ------------------   ------------------
  
  OPERATING LOSS....................................           (12,830)             (18,586)              (4,306)              (5,679)
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense...............................            26,751               18,706                9,344                6,421
     Investment income..............................            (6,752)              (5,807)              (2,263)              (1,781)
     Equity in net losses of affiliates.............            15,916               15,509                4,731                5,195
     Exchange (gains) losses and other..............            (4,238)               7,336               (3,388)               5,168
                                                    ------------------   ------------------   ------------------   ------------------
                                                                31,677               35,744                8,424               15,003
                                                    ------------------   ------------------   ------------------   ------------------
  
  NET LOSS..........................................           (44,507)             (54,330)             (12,730)             (20,682)
  
  ACCUMULATED DEFICIT
      Beginning of period ..........................          (187,373)            (120,017)            (219,150)            (153,665)
                                                    ------------------   ------------------   ------------------   ------------------
  
      End of period.................................((UK Pound)231,880)  ((UK Pound)174,347)  ((UK Pound)231,880)  ((UK Pound)174,347)
                                                    ==================   ==================   ==================   ==================
  
  
  NET LOSS PER SHARE................................    ((UK Pound).89)     ((UK Pound)1.08)      ((UK Pound).25)      ((UK Pound).41)
                                                    ==================   ==================   ==================   ==================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD..........            50,105               50,105               50,105               50,105
                                                    ==================   ==================   ==================   ==================
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                          Nine Months Ended September 30,
                                                                           1998                      1997
                                                                      (UK Pound)000             (UK Pound)000
  <S>                                                               <C>                       <C>       
  OPERATING ACTIVITIES
      Net loss......................................................((UK Pound)44,507)        ((UK Pound)54,330)
      Adjustments to reconcile net loss to net cash provided
        by operating activities:
         Depreciation and amortization..............................           22,952                    18,830
         Amortization on foreign exchange contracts.................            2,072                     2,072
         Non-cash interest expense..................................           20,168                    18,300
         Non-cash investment income.................................           (2,181)                   (1,825)
         Exchange (gains) losses....................................           (7,211)                    7,116
         Equity in net losses of affiliates.........................           15,916                    15,509
         (Increase) decrease in accounts receivable and other 
            current assets .........................................             (333)                      150
         Increase in accounts payable and accrued expenses and
            accrued interest........................................            2,449                     3,177
                                                                     ----------------          ----------------
  
                Net cash provided by operating activities...........            9,325                     8,999
                                                                     ----------------          ----------------
  
  FINANCING ACTIVITIES
      Repayments of debt............................................           (1,567)                   (1,111)
      Proceeds from borrowings......................................           93,000
      Deferred financing costs......................................           (1,634)
      Net transactions with affiliates..............................           (1,020)                   (1,517)
                                                                     ----------------          ----------------
  
                Net cash provided by (used in) financing activities.           88,779                    (2,628)
                                                                     ----------------          ----------------
  
  INVESTING ACTIVITIES
      Proceeds from sales of short-term investments, net............                                     45,805
      Capital contributions and loans to affiliates.................           (1,768)                   (8,670)
      Capital expenditures..........................................          (47,012)                  (59,709)
      Deferred charges..............................................             (333)                     (687)
                                                                     ----------------          ----------------
  
                Net cash used in investing activities...............          (49,113)                  (23,261)
                                                                     ----------------          ----------------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................           48,991                   (16,890)
  
  CASH AND CASH EQUIVALENTS, beginning of period....................           37,372                    63,314
                                                                     ----------------          ----------------
  
  CASH AND CASH EQUIVALENTS, end of period.......................... (UK Pound)86,363          (UK Pound)46,424
                                                                     ================          ================
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet  as  of  September  30,  1998,  the
       condensed  consolidated statement of operations and accumulated deficit for
       the nine and three  months  ended  September  30,  1998 and  1997,  and the
       condensed  consolidated  statement  of cash flows for the nine months ended
       September  30, 1998 and 1997 have been  prepared by NTL  (Bermuda)  Limited
       (formerly  Comcast UK Cable Partners  Limited) (the "Company") and have not
       been  audited by the  Company's  independent  auditors.  In the  opinion of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations  and cash flows as of  September  30,  1998 and for all  periods
       presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1998 are not necessarily indicative of operating results for the full year.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  2.   RECENT ACCOUNTING PRONOUNCEMENTS
  
       In June 1997, the Financial  Accounting Standards Board (the "FASB") issued
       Statement of Financial  Accounting  Standards ("SFAS") No. 130,  "Reporting
       Comprehensive  Income."  SFAS No.  130  requires  that all  items  that are
       required to be  recognized  under  accounting  standards as  components  of
       comprehensive income be reported in a financial statement that is displayed
       with the same  prominence as other  financial  statements.  SFAS No. 130 is
       effective for fiscal years  beginning  after December 15, 1997. The Company
       has adopted SFAS No. 130, which had no effect on the consolidated financial
       statements.
  
       In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments of
       an Enterprise and Related  Information." SFAS No. 131 establishes standards
       for the way that public  enterprises  report  information  about  operating
       segments in annual financial statements and requires that those enterprises
       report selected  information about operating  segments in interim financial
       reports issued to shareholders.  It also establishes  standards for related
       disclosures  about  products  and  services,  geographic  areas  and  major
       customers.  SFAS No. 131 is effective for financial  statements for periods
       beginning after December 15, 1997. The Company is assessing whether changes
       in reporting  will be required upon the adoption of this new standard.  The
       Company will adopt SFAS No. 131 for fiscal year ending December 31, 1998.
  
       In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
       adoption of SFAS No. 133, all  derivatives are required to be recognized in
       the  statement of financial  position as either assets or  liabilities  and
       measured at fair value. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
                                          5
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   AMALGAMATION WITH NTL
  
       Effective  October  29,  1998,  NTL  Incorporated  ("NTL"),  NTL  (Bermuda)
       Limited,  a wholly owned  subsidiary of NTL, and Comcast UK Cable  Partners
       Limited   ("Partners")   consummated  a  transaction  (the  "Amalgamation")
       pursuant to the Agreement and Plan of Amalgamation, dated February 4, 1998,
       as  amended,  among the same (the  "Amalgamation  Agreement"),  whereby NTL
       (Bermuda)  Limited  amalgamated  with  Partners,  such  that  the  separate
       existence of NTL  (Bermuda)  Limited and Partners  continued in the form of
       the company that resulted from the Amalgamation and which is a wholly owned
       subsidiary  of NTL (the  "Amalgamated  Company").  Under  the  terms of the
       Amalgamation Agreement,  shareholders of Partners received 0.3745 shares of
       common  stock of NTL in  consideration  for each of their  shares of common
       stock  of  Partners.   Accordingly,   as  a  result  of  the  Amalgamation,
       shareholders  of  Partners  received  a total of  approximately  18,700,000
       shares of NTL common stock, representing  approximately 31.2% of the shares
       of NTL common stock  outstanding after giving effect to the consummation of
       the Amalgamation.
  
       The  Amalgamated  Company  shall  operate  under  the name  "NTL  (Bermuda)
       Limited".  Effective  as  of  the  Amalgamation,   (i)  the  memorandum  of
       association  of  NTL  (Bermuda)  Limited  shall  be the  memorandum  of the
       Amalgamated Company until thereafter changed or amended as provided therein
       or by applicable  law, (ii) the bye-laws of NTL  (Bermuda)  Limited,  as in
       effect immediately prior to the Amalgamation,  shall be the bye-laws of the
       Amalgamated Company until thereafter changed or amended as provided therein
       or by  applicable  law and (iii)  the  persons  serving  as  directors  and
       officers of NTL (Bermuda)  Limited  immediately  prior to the  Amalgamation
       shall be the  directors  and  officers,  respectively,  of the  Amalgamated
       Company until their successors shall have been duly elected or appointed or
       qualified or until their earlier death, resignation or removal.
  
       Immediately following the Amalgamation, the Amalgamated Company and Bank of
       Montreal Trust Company, as trustee, executed a First Supplemental Indenture
       (the "First  Supplemental  Indenture")  relating to Partner's 11.20% Senior
       Discount  Debentures  due 2007 (the  "Debentures"),  which provides for the
       assumption  by  the   Amalgamated   Company  of  the  liabilities  and  the
       obligations of Partners under the Indenture, dated as of November 15, 1995,
       governing the Debentures  (together with the First Supplemental  Indenture,
       the  "Indenture")  and the Debentures  issued pursuant  thereto.  The First
       Supplemental Indenture likewise provides that the Amalgamated Company shall
       succeed to, and be substituted  for, and may exercise every right and power
       of, Partners under the Indenture and the Debentures.
  
       Pursuant  to  existing   arrangements   between   Partners   and   Telewest
       Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
       PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
       Cable"), Telewest had certain rights to acquire either or both of Partner's
       interests in these systems (see Note 4) as a result of the Amalgamation. On
       August 14, 1998,  Partners and NTL entered into an agreement (the "Telewest
       Agreement")  with  Telewest  relating to Partner's  ownership  interests in
       Birmingham Cable,  Partner's and Telewest's  respective ownership interests
       in Cable London and certain other related matters. Pursuant to the Telewest
       Agreement,  Partners sold its 27.5% ownership  interest in Birmingham Cable
       to Telewest for (UK Pound)125 million, plus (UK Pound)5 million for certain
       subordinated debt and fees. Partners and Telewest have also agreed within a
       certain time period to  rationalize  their joint  ownership of Cable London
       pursuant to an agreed  procedure  (the  "Shoot-out").  Between April 29 and
       July 29, 1999, the Amalgamated  Company can notify Telewest of the price at
       which it is willing to sell its 50%  ownership  interest in Cable London to
       Telewest.  Following  such  notification,  Telewest  at its option  will be
       required at that price to either  purchase the  Amalgamated  Company's  50%
       ownership  interest in Cable London or sell its 50%  ownership  interest in
       Cable London to the Amalgamated  Company.  If the Amalgamated Company fails
       to give notice to Telewest during the Shoot-out  period,  it will be deemed
       to have  given a notice  to  Telewest  offering  to sell its  Cable  London
       interest for (UK Pound)100 million.  The sale or purchase by the Company as
       per the Cable  London  Shoot-out  is expected to be  completed  by November
       1999.
  
                                          6
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company  has  invested in two  affiliates:  Birmingham  Cable and Cable
       London  (together,  the "Equity  Investees").  The Equity Investees operate
       integrated  cable   communications,   residential  telephony  and  business
       telecommunications  systems in their  respective major  metropolitan  areas
       under   exclusive    cable    television    licenses   and    non-exclusive
       telecommunications  licenses.  As of  September  30,  1998,  the  Company's
       ownership interest in the Equity Investees is as follows:
  
                 Birmingham Cable................................27.5%
                 Cable London....................................50.0%
  
       Included in investments in affiliates as of September 30, 1998 and December
       31, 1997, are loans to Cable London of (UK  Pound)28.5  million and accrued
       interest of (UK Pound)8.0 million and (UK Pound)6.0 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays  Bank plc (9.5%  effective  rate as of September 30, 1998)
       and are subordinate to Cable London's credit facility.  Of these loans, (UK
       Pound)21.0  million as of September  30, 1998 and  December  31, 1997,  are
       convertible  into ordinary shares of Cable London at a per share conversion
       price of (UK  Pound)2.00.  Also included in investments in affiliates as of
       September 30, 1998 and December 31, 1997, are loans to Birmingham  Cable of
       (UK Pound)3.7 million and (UK Pound)1.9 million and accrued interest of (UK
       Pound)320,000  and (UK  Pound)133,000,  respectively.  The Birmingham Cable
       loans  accrue  interest  at a fixed  rate of 7.8%  and are  subordinate  to
       Birmingham Cable's credit facility.
  
       As described in Note 3, the Company sold its interest in  Birmingham  Cable
       in October 1998 for (UK  Pound)125  million,  plus (UK Pound)5  million for
       certain  subordinated  debt and fees. The Company will record a gain on the
       sale of Birmingham  Cable of  approximately  (UK  Pound)110  million in the
       fourth  quarter of 1998.  Also, the Company and Telewest have agreed to the
       Cable London  Shoot-out  pursuant to which the Company will either sell its
       interest in Cable London to Telewest or Telewest  will sell its interest in
       Cable London to the Company. The sale or purchase by the Company as per the
       Cable London Shoot-out is expected to be completed by November 1999.
  
       Although the Company is not contractually  committed to make any additional
       capital  contributions or advances to Cable London, it currently intends to
       fund its share of the amounts  necessary  for capital  expenditures  and to
       finance  operating  deficits.  Failure to do so could dilute the  Company's
       ownership interest in Cable London.
  
                                          7
  
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  
  <TABLE>
  <CAPTION>
                                                                         Birmingham             Cable
                                                                            Cable              London                 Combined
                                                                        (UK Pound)000       (UK Pound)000         (UK Pound)000
  <S>                                                                <C>                  <C>                   <C>    
       NINE MONTHS ENDED SEPTEMBER 30, 1998
       Results of operations
           Service income............................................(UK Pound)57,385     (UK Pound)48,926      (UK Pound)106,311
           Operating, selling, general and
             administrative expenses.................................         (43,690)             (38,244)               (81,934)
           Depreciation and amortization.............................         (20,717)             (16,611)               (37,328)
           Operating loss............................................          (7,022)              (5,929)               (12,951)
           Net loss..................................................         (25,067)             (17,523)               (42,590)
           Company's equity in net loss..............................          (7,010)              (8,906)               (15,916)
  
       THREE MONTHS ENDED SEPTEMBER 30, 1998
       Results of operations
           Service income............................................          19,410               16,748                 36,158
           Operating, selling, general and
             administrative expenses.................................         (14,414)             (13,037)               (27,451)
           Depreciation and amortization.............................          (6,975)              (5,635)               (12,610)
           Operating loss............................................          (1,979)              (1,924)                (3,903)
           Net loss..................................................          (5,989)              (5,993)               (11,982)
           Company's equity in net loss..............................          (1,686)              (3,045)                (4,731)
  
       AT SEPTEMBER 30, 1998
       Financial position
           Current assets............................................          14,858                8,774                 23,632
           Noncurrent assets.........................................         244,384              190,803                435,187
           Current liabilities.......................................          26,570               19,899                 46,469
           Noncurrent liabilities....................................         185,410              197,448                382,858
  
       NINE MONTHS ENDED SEPTEMBER 30, 1997
       Results of operations
           Service income............................................          49,146               38,162                87,308
           Operating, selling, general and
             administrative expenses.................................         (42,411)             (34,007)              (76,418)
           Depreciation and amortization.............................         (18,031)             (13,930)              (31,961)
           Operating loss............................................         (11,296)              (9,775)              (21,071)
           Net loss..................................................         (21,715)             (18,625)              (40,340)
           Company's equity in net loss..............................          (6,077)              (9,432)              (15,509)
  
       THREE MONTHS ENDED SEPTEMBER 30, 1997
       Results of operations
           Service income............................................          17,346               13,469                30,815
           Operating, selling, general and
             administrative expenses.................................         (14,766)             (11,713)              (26,479)
           Depreciation and amortization.............................          (4,996)              (5,040)              (10,036)
           Operating loss............................................          (2,416)              (3,284)               (5,700)
           Net loss..................................................          (6,351)              (6,746)              (13,097)
           Company's equity in net loss..............................          (1,782)              (3,413)               (5,195)
  </TABLE>
  
                                          8
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  5.   LONG-TERM DEBT
  
       UK Holdings Credit Facility
       In December 1997,  Comcast UK Holdings  Limited ("UK  Holdings"),  a wholly
       owned  subsidiary of the Company,  entered into a loan  agreement  (the "UK
       Holdings  Agreement") with a consortium of banks to provide financing under
       a credit  facility (the "UK Holdings  Credit  Facility") up to a maximum of
       (UK  Pound)200.0  million.  Under the terms of the UK  Holdings  Agreement,
       borrowings  under  the  UK  Holdings  Credit  Facility  are  guaranteed  by
       Cambridge  Holding  Company Limited  ("Cambridge  Cable") and two companies
       holding the franchises for Darlington and Teesside,  England  ("Teesside").
       Cambridge Cable and Teesside are wholly owned subsidiaries of the Company.
  
       Final maturity of the UK Holdings  Credit Facility is January 31, 2001. The
       UK Holdings Credit Facility bears interest at a rate per annum equal to the
       London  Interbank  Offered  Rate  ("LIBOR")  plus  1/2%  to 2  1/4%.  As of
       September 30, 1998 the Company's  effective  weighted average interest rate
       on the UK Holdings Credit Facility was 9.33%.
  
       The  consummation of the Amalgamation  resulted in a change in control,  as
       defined in the UK Holdings  Credit  Facility,  and all amounts  outstanding
       thereunder  became  immediately  due and  payable.  The Company  repaid the
       approximately (UK Pound)100  million  outstanding on October 29, 1998 using
       proceeds from the sale of the  Birmingham  Cable  interest.  The banks have
       agreed to suspend the UK Holdings  Credit  Facility for 90 days pending the
       renegotiation of the facility. The amount outstanding under the UK Holdings
       Credit  Facility  of (UK  Pound)93  million  as of  September  30,  1998 is
       classified as current on the Company's condensed consolidated balance sheet
       as of that date.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earned  consulting fee income under  consulting  agreements with the Equity
       Investees. The consulting fee income was generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas. The consulting  agreements were terminated pursuant to the
       Telewest Agreement.
  
       The  Company's  right to receive  consulting  fee payments  from the Equity
       Investees  was  subordinated  to the banks under their  credit  facilities.
       Accordingly,  these fees have been classified as long-term  receivables and
       are  included in  investments  in  affiliates  in the  Company's  condensed
       consolidated  balance  sheet.  In addition,  the Company's  shares in Cable
       London have been pledged to secure amounts outstanding under Cable London's
       revolving credit facility.
  
       Management fee expense was incurred under agreements between the Company on
       the one hand, and Comcast  Corporation  ("Comcast"),  the Company's  former
       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  provided  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management fees were based on Comcast's and
       Comcast  Consulting's cost of providing such services.  As of September 30,
       1998 and December 31, 1997, other current liabilities 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, 1998 and 1997, investment
       income  includes  (UK  Pound)2.2  million,   (UK  Pound)1.8  million,   (UK
       Pound)754,000  and (UK  Pound)676,000  of  interest  income,  respectively,
       relating to the loans to the Equity Investees.
  
                                          9
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast U.K.  Holdings,  Inc.  which are due in September  1999. For the
       nine and three  months  ended  September  30,  1998 and 1997,  the  Company
       recorded (UK Pound)765,000,  (UK  Pound)700,000,  (UK Pound)262,000 and (UK
       Pound)239,000, respectively, of interest expense relating to such notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more or less favorable than those with non-affiliated parties.
  
  7.   CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
  8.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest of (UK Pound)6.3  million,  (UK
       Pound)406,000,  (UK Pound)2.5 million and (UK Pound)136,000 during the nine
       and three months ended September 30, 1998 and 1997, respectively.
  
       The Company's wholly owned subsidiaries  incurred capital lease obligations
       of (UK Pound)2.2 million,  (UK Pound)1.5 million, (UK Pound)486,000 and (UK
       Pound)852,000 during the nine and three months ended September 30, 1998 and
       1997, respectively.
  
                                         10
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  NTL  (Bermuda)  Limited  (formerly  Comcast UK Cable  Partners  Limited) and its
  subsidiaries  (the  "Company")  are  principally  engaged  in  the  development,
  construction, management and operation of companies in the United Kingdom ("UK")
  cable and telecommunications industry. As of September 30, 1998, the Company had
  interests in four  operations  (the  "Operating  Companies"):  Birmingham  Cable
  Corporation  Limited  ("Birmingham  Cable"),  in which the Company owned a 27.5%
  interest,  Cable London PLC ("Cable London"),  in which the Company owns a 50.0%
  interest,  Cambridge Holding Company Limited  ("Cambridge  Cable"), in which the
  Company  owns a 100%  interest  and two  companies  holding the  franchises  for
  Darlington and Teesside, England ("Teesside"),  in which the Company owns a 100%
  interest.  The Company  accounts for its interests in Birmingham Cable and Cable
  London (together, the "Equity Investees") under the equity method.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  are expected to have the potential to serve  approximately 1.6 million homes and
  the  businesses  within their  franchise  areas.  As of September 30, 1998,  the
  Operating  Companies'  systems passed more than 1,280,000 homes or approximately
  80% of the homes in their  franchise  areas and served more than  320,000  cable
  subscribers,  410,000  residential  telephony  subscribers  and 14,000  business
  telephony subscribers.
  
  General Developments of Business
  
  Amalgamation  with NTL,  Sale of  Birmingham  Cable  Interest  and Cable  London
  Shoot-out
  
  See Note 3 to the Company's Condensed Consolidated Financial Statements included
  in Item 1.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  former  shareholders,  as well as proceeds  from the  Company's  initial  public
  offering of 15.0  million of its Class A Common  Shares (net  proceeds of $209.4
  million or (UK  Pound)132.6  million) in September  1994 and from the  Company's
  offering  of its $517.3  million  principal  amount at  maturity  11.20%  Senior
  Discount  Debentures due 2007 (the "2007 Discount  Debentures") (net proceeds of
  $291.1 million or (UK Pound)186.9  million) in November 1995.  Interest accretes
  on the 2007  Discount  Debentures at 11.20% per annum  compounded  semi-annually
  from  November 15, 1995 to November 15, 2000,  after which date interest will be
  paid in cash on each May 15 and November 15 through  November 15, 2007. The 2007
  Discount  Debentures  contain  restrictive  covenants  which limit the Company's
  ability to pay  dividends.  The Operating  Companies are not expected to pay any
  dividends or advances in the foreseeable future.
  
  In December 1997,  Comcast UK Holdings Limited ("UK  Holdings"),  a wholly owned
  subsidiary  of the  Company,  entered  into a loan  agreement  (the "UK Holdings
  Agreement")  with a  consortium  of banks to  provide  financing  under a credit
  facility (the "UK Holdings Credit  Facility") up to a maximum of (UK Pound)200.0
  million.  Under the terms of the UK Holdings Agreement,  borrowings under the UK
  Holdings Credit Facility are guaranteed by Teesside and Cambridge Cable.
  
  Final  maturity of the UK Holdings  Credit  Facility is January 31, 2001. The UK
  Holdings  Credit Facility bears interest at a rate per annum equal to the London
  Interbank Offered Rate ("LIBOR") plus 1/2% to 2 1/4%. As of
  
                                         11
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
  September 30, 1998, the Company's  effective  weighted  average interest rate on
  the UK Holdings Credit Facility was 9.33%.
  
  The UK Holdings Credit Facility  contains  restrictive  covenants which limit UK
  Holdings'  ability to enter into  arrangements  for the  acquisition and sale of
  property and  equipment,  investments,  mergers and the incurrence of additional
  debt.  Certain of these covenants require that certain financial ratios and cash
  flow levels be maintained and contain certain restrictions on dividend payments.
  The Company's right to receive  consulting fee payments from Cambridge Cable and
  Teesside  has been  subordinated  to the  banks  under  the UK  Holdings  Credit
  Facility. In addition,  the Company's shares in UK Holdings have been pledged to
  secure the UK Holdings Credit Facility.
  
  The consummation of the Amalgamation resulted in a change in control, as defined
  in the UK  Holdings  Credit  Facility,  and all amounts  outstanding  thereunder
  became  immediately due and payable.  The Company repaid the  approximately  (UK
  Pound)100  million  outstanding on October 29, 1998 using proceeds from the sale
  of the  Birmingham  Cable  interest.  The banks have  agreed to  suspend  the UK
  Holdings Credit Facility for 90 days pending the  renegotiation of the facility.
  The amount  outstanding  under the UK Holdings  Credit  Facility of (UK Pound)93
  million as of  September  30,  1998 is  classified  as current on the  Company's
  condensed consolidated balance sheet as of that date.
  
  In August 1998, the Company and NTL Incorporated  entered into an agreement with
  Telewest  Communications plc relating to Partners' and Telewest's respective 50%
  ownership  interests  in Cable  London PLC and certain  other  related  matters.
  Pursuant to this agreement,  between April 29 and July 29, 1999, the Company can
  notify Telewest of the price at which it is willing to sell its 50% ownership in
  Cable London to Telewest.  Following such  notification,  Telewest at its option
  will be required at that price to either  purchase the  Company's  50% ownership
  interest in Cable London or sell its 50%  ownership  interest in Cable London to
  the  Company.  If the  Company  fails to give  notice  to  Telewest  during  the
  Shoot-out  period, it will be deemed to have given a notice to Telewest offering
  to sell  its  Cable  London  interest  for (UK  Pound)100  million.  The sale or
  purchase  by the  Company as per the Cable  London  Shoot-out  is expected to be
  completed by November 1999.
  
  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 Cable London,  (ii)
  whether the  Operating  Companies can obtain debt  financing,  (iii) whether the
  Operating  Companies will be able to generate positive operating cash flow, (iv)
  the timing of the build-out of the Operating Companies' systems, and (v) whether
  there may be future  acquisitions  and  trades  funded in cash or the  Company's
  shares.   There  are  no  agreements  or  negotiations  for  specific   material
  acquisitions currently pending.
  
  Historically,  the  Company  has made  investments  in the Equity  Investees  in
  conjunction  with  proportionate  investments  by its  strategic  and  financial
  partners.  The Company made  capital  contributions  and loans to the  Operating
  Companies in the aggregate of (UK Pound)1.8  million and (UK Pound)66.4  million
  during the nine months ended September 30, 1998 and 1997  respectively,  and (UK
  Pound)16.7  million  during the three months ended  September 30, 1997. Of these
  amounts,  (UK  Pound)1.8  million and (UK  Pound)8.7  million  relate to capital
  contributions  and loans to the Equity  Investees  during the nine months  ended
  September 30, 1998 and 1997, respectively and (UK Pound)9,000 relates to capital
  contributions  and loans to the Equity  Investees  during the three months ended
  September 30, 1997. Although the Company is not contractually  committed to make
  any  additional  capital  contributions  or loans to Cable London,  it currently
  intends to fund its share of the amounts necessary for capital  expenditures and
  to  finance  operating  deficits.  Failure to do so could  dilute the  Company's
  ownership interest in Cable London.
  
  The Company estimates that the Operating Companies (excluding  Birmingham Cable)
  will require  approximately (UK Pound)54.0  million from October 1, 1998 through
  December  31,  1998,  to continue the  build-out  of their  systems.  Management
  believes that the entire (UK Pound)54.0  million required will be funded through
  cash from  operations  or from cash on hand,  and,  for  Cable  London,  through
  drawdowns under currently existing credit facilities (subject to compliance with
  certain  financial and operating  covenants).  If such credit facilities are not
  available for drawdown, the Company
  
                                         12
  
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  expects that its strategic  and financial  partners in Cable London will provide
  their  pro-rata  share  of  any  required   fundings,   although  they  are  not
  contractually  obligated  to do so.  Thus,  no  assurance of such funding can be
  given.  If the Company's  strategic and financial  partners fail to provide such
  financing,  Cable London will be required to seek  additional  funds  elsewhere.
  Such  additional  funds  may come  from the  Company,  from  new  strategic  and
  financial  partners,  from borrowings under new credit  facilities or from other
  sources,  although there can be no assurance  that any such  financing  would be
  available on acceptable terms and conditions.  The Company and its strategic and
  financial partners generally have veto rights over Cable London's 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's ability to meet its long-term  liquidity and capital  requirements
  is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
  operating  cash flow and obtain  external  financing,  although  there can be no
  assurance  that any such  financing  will be  obtained on  acceptable  terms and
  conditions.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating Companies excluding  Birmingham Cable. Such financial  information
  has not been adjusted for the Company's  proportionate  ownership percentages in
  the Operating Companies.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial  partner and  borrowings  under Cable  London's  previous  and current
  credit  facilities.  The Company  estimates  that  approximately  (UK Pound)16.0
  million  will be required  from  October 1, 1998  through  December  31, 1998 to
  continue development and construction of Cable London's cable/telephony network.
  The Company  expects  that such funds will be provided by  borrowings  under the
  Cable London credit facility.
  
  Cambridge Cable. Historically, Cambridge Cable's primary sources of funding have
  been capital  contributions  and loans from the Company and the Company's former
  strategic and financial  partner.  The Company estimates that  approximately (UK
  Pound)25.0  million will be required  from October 1, 1998 through  December 31,
  1998  to  continue   development   and   construction   of   Cambridge   Cable's
  cable/telephony network. The Company expects that such funds will be provided by
  cash from operations or capital contributions or loans from the Company.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)13.0  million will be required  from October 1, 1998 through  December 31,
  1998 to continue  development  and  construction  of Teesside's  cable/telephony
  network.  The  Company  expects  that such funds will be  provided  by cash from
  operations or capital contributions or loans from the Company.
  
  Statement of Cash Flows
  
  Cash and cash equivalents  increased (UK Pound)49.0  million as of September 30,
  1998 from December 31, 1997 and decreased (UK Pound)16.9 million as of September
  30,  1997 from  December  31,  1996.  The  changes in cash and cash  equivalents
  resulted from cash flows from  operating,  financing  and  investing  activities
  which are explained below.
  
  Net cash provided by operating  activities amounted to (UK Pound)9.3 million and
  (UK  Pound)9.0  million for the nine months ended  September  30, 1998 and 1997,
  respectively.  The  increase in net cash  provided by  operating  activities  as
  compared to the prior period is principally due to the increase in the Company's
  operating income before depreciation and amortization.
  
                                         13
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  Net cash provided by (used in) financing  activities  amounted to (UK Pound)88.8
  million and ((UK Pound)2.6) million for the nine months ended September 30, 1998
  and 1997,  respectively.  During the nine months ended  September 30, 1998,  net
  cash  provided  by  financing  activities  includes  (UK  Pound)93.0  million of
  borrowings under the UK Holdings Credit Facility.
  
  Net  cash  used in  investing  activities  was (UK  Pound)49.1  million  and (UK
  Pound)23.3  million  for the nine  months  ended  September  30,  1998 and 1997,
  respectively.  During the nine months ended September 30, 1998, net cash used in
  investing activities includes capital expenditures of (UK Pound)47.0 million and
  capital  contributions and loans to affiliates of (UK Pound)1.8 million.  During
  the nine months ended September 30, 1997, net cash used in investing  activities
  includes   capital   expenditures   of  (UK   Pound)59.7   million  and  capital
  contributions and loans to affiliates of (UK Pound)8.7 million, offset, in part,
  by proceeds from the sales of short-term investments of (UK Pound)45.8 million.
  
  Year 2000 Issues
  
  Strategy
  
  The Company's operations are conducted through its Operating Companies,  each of
  which has different  configurations of hardware and software. The Company itself
  is a holding  company with very limited  activities.  The Company uses  personal
  computers  and  software  that will be Year 2000  ready in the near  future at a
  nominal cost. Each of the Operating  Companies is conducting its own program for
  Year 2000  compliance.  Each of the  Operating  Companies has appointed a senior
  manager to be responsible for achieving Year 2000  readiness,  and has set up an
  internal  progress and review process.  This includes  assessing the progress of
  significant vendors in achieving Year 2000 readiness.
  
  Status to Date
  
  The  Operating   Companies  utilize  hardware  and  software  from  vendors  for
  substantially all of their activities,  including billing,  customer service and
  the operation of the network.  The Operating Companies,  therefore,  are working
  with these  third-party  vendors to ensure Year 2000  readiness.  It is possible
  that one or more suppliers  will not be able to provide the Operating  Companies
  with  reasonable  assurances that they will be ready for the Year 2000, in which
  case the Company expects the Operating  Companies will seek another  vendor.  No
  assurance, however, can be given that such alternative will be available.
  
  The Operating  Companies have already  received  assurances  from vendors of its
  main service platforms,  including vendors of its telephony  switches,  cable TV
  subsystems,  and customer  management  systems  ("CMS"),  with the  exception of
  Cambridge  Cable's CMS, that they expect to be Year 2000 ready.  The cost of the
  necessary  software  upgrades is generally  included in the Operating  Companies
  maintenance contracts with its vendors.
  
  Costs
  
  There are few major costs  directly  attributable  to the Year 2000  issues,  as
  suppliers will include any remedial software in their normal upgrade process.
  
  For the smaller systems,  such as PCs, there has or will be some acceleration of
  routine  replacement and upgrades to ensure all systems are Year 2000 ready. The
  Company estimates that this  acceleration will result in approximately  $500,000
  per Operating Company incurred in 1999.
  
                                         14
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
  Risks
  
  The primary risks of a serious  business-affecting  Year 2000 problem arise from
  two separate external sources:
  
  First, a major utility (such as power, water, major  telecommunications  company
  or public sector entity) fails to operate at or after the Year 2000.  This risk,
  which is beyond the Company's control or ability to monitor, could significantly
  adversely affect the Company's financial condition and results of operations.
  
  Second, a supplier of mission critical software fails to timely deliver suitable
  Year 2000  software,  despite its written  assurances.  Any such  failure  could
  significantly  adversely affect the Company's financial condition and results of
  operations. The Operating Companies' Year 2000 project managers' primary task is
  to prevent such a failure.
  
  Contingency Plans
  
  The Operating Companies will be included in NTL's contingency planning, which is
  in process.
  
  
                                         15
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
  Results of Operations
  
  The Company
  
  Summarized  consolidated  financial information for the Company for the nine and
  three months ended September 30, 1998 and 1997 is as follows (in thousands, "NM"
  denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                             Nine Months Ended
                                                                                September 30,                 Increase/(Decrease)
                                                                         1998                1997            (UK Pound)        %
  <S>                                                             <C>                 <C>                <C>                 <C>
  Revenues....................................................    (UK Pound)56,532    (UK Pound)39,942   (UK Pound)16,590     41.5%
  Operating, selling, general and administrative expenses                   44,236              37,204              7,032     18.9
  Management fees.............................................               2,174               2,494               (320)   (12.8)
                                                                 -----------------   -----------------
  Operating income before depreciation and
     amortization (1).........................................              10,122                 244              9,878       NM
  Depreciation and amortization...............................              22,952              18,830              4,122     21.9
                                                                 -----------------   -----------------
  Operating loss..............................................             (12,830)            (18,586)            (5,756)   (31.0)
                                                                 -----------------   -----------------
  Interest expense............................................              26,751              18,706              8,045     43.0
  Investment income...........................................              (6,752)             (5,807)               945     16.3
  Equity in net losses of affiliates..........................              15,916              15,509                407      2.6
  Exchange (gains) losses and other...........................              (4,238)              7,336            (11,574)      NM
                                                                 -----------------   -----------------
  Net loss....................................................   ((UK Pound)44,507)  ((UK Pound)54,330)  ((UK Pound)9,823)   (18.1%)
                                                                 =================   =================
  
                                                                             Three Months Ended
                                                                                September 30,                 Increase/(Decrease)
                                                                         1998                1997            (UK Pound)        %
  Revenues....................................................    (UK Pound)19,944    (UK Pound)14,241    (UK Pound)5,703     40.0%
  Operating, selling, general and administrative expenses ....              15,278              12,492              2,786     22.3
  Management fees.............................................                 704                 787                (83)   (10.5)
                                                                 -----------------   -----------------
  Operating income before depreciation and
     amortization (1) ........................................               3,962                 962              3,000       NM
  Depreciation and amortization...............................               8,268               6,641              1,627     24.5
                                                                 -----------------   -----------------
  Operating loss..............................................              (4,306)             (5,679)            (1,373)   (24.2)
                                                                 -----------------   -----------------
  Interest expense............................................               9,344               6,421              2,923     45.5
  Investment income...........................................              (2,263)             (1,781)               482     27.1
  Equity in net losses of affiliates..........................               4,731               5,195               (464)    (8.9)
  Exchange (gains) losses and other...........................              (3,388)              5,168             (8,556)      NM
                                                                 -----------------   -----------------
  Net loss....................................................   ((UK Pound)12,730)  ((UK Pound)20,682)  ((UK Pound)7,952)   (38.4%)
                                                                 =================   =================
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the  Company's  businesses  as  "EBITDA".  EBITDA is a  measure  of a
       company's  ability to generate cash to service its  obligations,  including
       debt service obligations, and to finance capital and other expenditures. In
       part due to the capital  intensive  nature of the Company's  businesses and
       the  resulting  significant  level of  non-cash  depreciation  expense  and
       amortization  expense,  EBITDA is  frequently  used as one of the bases for
       comparing  businesses in the Company's  industries,  although the Company's
       measure of EBITDA may not be  comparable  to similarly  titled  measures of
       other  companies.  EBITDA does not purport to  represent  net income or net
       cash  provided by operating  activities,  as those terms are defined  under
       generally accepted accounting principles, and should not
  
                                         16
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
       be considered as an alternative to such measurements as an indicator of the
       Company's performance. See "Statement of Cash Flows" above for a discussion
       of net cash provided by operating activities.
  </FN>
  </TABLE>
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative  expenses and depreciation and amortization
  expense for the nine and three months ended  September  30, 1998, as compared to
  the same  periods in 1997,  are  attributable  to the  effects of the  continued
  development  of  Teesside's  and  Cambridge  Cable's  operations  and  increased
  business  activity  resulting  from the growth in the number of  subscribers  in
  their respective  franchise areas. These trends are expected to continue for the
  foreseeable future.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company, earned
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income was generally based on a percentage of gross revenues or a
  fixed  amount  per  dwelling  unit in the  Equity  Investees'  franchise  areas.
  Consulting fee income for the nine and three months ended September 30, 1998 and
  1997  was  (UK  Pound)840,000,  (UK  Pound)776,000,  (UK  Pound)279,000  and (UK
  Pound)280,000,  respectively. The consulting agreements were terminated pursuant
  to the Telewest Agreement.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand,  and Comcast  Corporation  ("Comcast")  and Comcast UK Cable  Partners
  Consulting, Inc. ("Comcast Consulting"),  an indirect wholly owned subsidiary of
  Comcast,  on  the  other,   whereby  Comcast  and  Comcast  Consulting  provided
  consulting  services  to the  Equity  Investees  on  behalf of the  Company  and
  management services to the Company. Such management fees were based on Comcast's
  and Comcast Consulting's cost of providing such services.
  
  Interest expense for the nine and three months ended September 30, 1998 and 1997
  was (UK Pound)26.8 million,  (UK Pound)18.7  million,  (UK Pound)9.3 million and
  (UK Pound)6.4  million,  respectively,  representing  increases of (UK Pound)8.1
  million and (UK  Pound)2.9  million from 1997 as compared to the same periods in
  1998. The increases are primarily  attributable to interest on borrowings  under
  the UK Holdings  Credit  Facility  and the  compounding  of interest on the 2007
  Discount Debentures.
  
  Investment  income for the nine and three  months ended  September  30, 1998 and
  1997 was (UK Pound)6.8 million, (UK Pound)5.8 million, (UK Pound)2.3 million and
  (UK Pound)1.8  million,  respectively,  representing  increases of (UK Pound)1.0
  million and (UK Pound)500,000 from 1997 as compared to the same periods in 1998.
  The  increases  are  primarily  due to increases in the average loan balances to
  Birmingham Cable in 1998 as compared to the same periods in 1997.
  
  Equity in net losses of affiliates for the nine and three months ended September
  30,  1998 and 1997 was (UK  Pound)15.9  million,  (UK  Pound)15.5  million,  (UK
  Pound)4.7  million and (UK  Pound)5.2  million,  respectively,  representing  an
  increase of (UK Pound)400,000  and a decrease of (UK Pound)500,000  from 1997 as
  compared to the same  periods in 1998.  The  increase  for the nine month period
  ended  September  30, 1997 is  attributable  to the increase in the net loss for
  Birmingham  Cable.  The decrease from the three month period ended September 30,
  1997  is  attributable  to a  decrease  in the  net  loss of  Cable  London  and
  Birmingham Cable.
  
  Exchange  (gains) losses and other for the nine and three months ended September
  30, 1998 and 1997 were ((UK  Pound)4.2)  million,  (UK Pound)7.3  million,  ((UK
  Pound)3.4) million and (UK Pound)5.2 million, respectively, representing changes
  of (UK Pound)11.5 million and (UK Pound)8.6 million from 1997 as compared to the
  same  periods  in 1998.  These  changes  primarily  results  from the  impact of
  fluctuations  in the  valuation  of the UK Pound  Sterling on the 2007  Discount
  Debentures,  which are  denominated  in United  States  ("US")  dollars,  on the
  Company's foreign exchange call option contracts and on cash held in US dollars.
  The  Company's  results of  operations  will continue to be affected by exchange
  rate fluctuations.
  
                                         17
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
  The Company and the Operating  Companies are not party to litigation  which,  in
  the opinion of the Company's management,  will have a material adverse effect on
  the Company's financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 2.1  Agreement    dated   August   14,   1998   among    Telewest
                      Communications   PLC,   Telewest   Communications   Holdings
                      Limited,   Comcast  UK  Cable   Partners   Limited  and  NTL
                      Incorporated  (incorporated  by  reference to Exhibit 2.1 to
                      the Company's current report on Form 8-K filed on August 19,
                      1998).
  
                 2.2  Amendment  No. 2 dated August 14, 1998 to Agreement and Plan
                      of  Amalgamation  dated as of  February  4,  1998  among NTL
                      Incorporated,  NTL  (Bermuda)  Limited  and Comcast UK Cable
                      Partners  Limited  (incorporated by reference to Exhibit 2.2
                      to the Company's  Current Report on Form 8-K filed on August
                      19, 1998).
  
                 27.1 Financial Data Schedule.
  
            (b)  Reports on Form 8-K:
  
                 (i)  Comcast UK Cable Partners  Limited filed a Current Report on
                      Form 8-K under  Item 5 on August  19,  1998  relating  to an
                      agreement   with   Telewest   Communications   plc  and  NTL
                      Incorporated relating to the Company's ownership interest in
                      Birmingham  Cable  Corporation  Limited,  the  Company's and
                      Telewest's  respective  ownership  interests in Cable London
                      plc  and  certain  other  related  matter.   There  were  no
                      financial statements filed with this report.
  
                                         18
  <PAGE>
         NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
  
                                        NTL (BERMUDA) LIMITED
                                        ------------------------------------------
  
  
  
  
  
  
  Date: November 11, 1998               By: /s/ J. Barclay Knapp
                                            --------------------------------------
                                            J. Barclay Knapp
                                            President, Chief Executive Officer and
                                            Chief Financial Officer
  
  
  Date: November 11, 1998               By: /s/ Gregg Gorelick
                                            --------------------------------------
                                            Gregg Gorelick
                                            Vice President - Controller
                                            (Principal Accounting Officer)
  
  
                                         19
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 79931}]
metadata_filer: {"company-data": {"conformed-name": "NTL BERMUDA LTD", "cik": "0000919957", "assigned-sic": "4841", "irs-number": "000000000", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-24792", "film-number": "98747460"}, "business-address": {"street1": "CEDAR HOUSE", "street2": "41 CEDAR AVENUE", "city": "HAMILTON", "state": "D0", "zip": "HM12", "phone": "4412952244"}, "mail-address": {"street1": "110 EAST 59TH STREET", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "COMCAST UK CABLE PARTNERS LTD", "date-changed": "19940309"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                 SEPTEMBER 30, 1998
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                                NTL (BERMUDA) LIMITED
               (Exact name of registrant as specified in its charter)
  
                     Bermuda                                Not Applicable
  --------------------------------------------------------------------------------
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification No.)
  
                   Cedar House                      Secretary NTL Incorporated
                 41 Cedar Avenue                       110 East 59th Street
            Hamilton, HM 12, Bermuda                    New York, NY 10022
                 (441) 295-2244                           (212) 906-8440
  --------------------------------------------------------------------------------
        (Address, including zip code, and      (Name, address, including zip code,
     telephone number, including area code,     and telephone number, including 
  of Registrant's principal executive offices)   area code, of agent for service)
  
                          COMCAST UK CABLE PARTNERS LIMITED
                                   Clarendon House
                                2 Church Street West
                              Hamilton, HM 11, Bermuda
  --------------------------------------------------------------------------------
                          (Former Name and Former Address)
  
                             --------------------------
  
  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,  1998,  there were  37,231,997  Class A Common  Shares and
  12,872,605 Class B Common Shares outstanding.
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheet
                      as of September 30, 1998 and December 31,
                      1997 (Unaudited)..........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Nine and Three Months Ended September 30,
                      1998 and 1997 (Unaudited).................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Nine Months Ended September 30,
                      1998 and 1997 (Unaudited).................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 10
  
            Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations.................11 - 17
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings........................................18
  
            Item 6.   Exhibits and Reports on Form 8-K.........................18
  
            SIGNATURE..........................................................19
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf of, the  Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions;   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
  September 30,     December 31,
                                                                                          1998              1997
                                                                                      (Unaudited)        (See Note)
                                                                                 (in (UK Pound)000's, except share data)
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents.................................................... (UK Pound)86,363  (UK Pound)37,372
     Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)3,204 and (UK Pound)2,598.........................................           4,075             4,255
     Other current assets..........................................................           5,932             5,419
                                                                                  ----------------- -----------------
         Total current assets......................................................          96,370            47,046
                                                                                  ----------------- -----------------
  
  INVESTMENTS IN AFFILIATES........................................................          50,307            61,363
                                                                                  ----------------- -----------------
  
  PROPERTY AND EQUIPMENT...........................................................         364,693           315,702
     Accumulated depreciation .....................................................         (51,205)          (33,000)
                                                                                  ----------------- -----------------
     Property and equipment, net...................................................         313,488           282,702
                                                                                  ----------------- -----------------
  
  DEFERRED CHARGES.................................................................          58,785            60,770
     Accumulated amortization......................................................         (14,587)          (13,985)
                                                                                  ----------------- -----------------
     Deferred charges, net.........................................................          44,198            46,785
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE PUT OPTIONS, net................................................           5,886             7,958
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)510,249 (UK Pound)445,854
                                                                                  ================= =================
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................ (UK Pound)25,783  (UK Pound)23,605
     Accrued interest..............................................................             271
     Current portion of long-term debt.............................................          94,941             1,683
     Notes payable to Comcast U.K. Holdings, Inc...................................          12,037
     Other.........................................................................             809               920
                                                                                  ----------------- -----------------
         Total current liabilities.................................................         133,841            26,208
                                                                                  ----------------- -----------------
  
  LONG-TERM DEBT, less current portion.............................................         246,677           234,010
                                                                                  ----------------- -----------------
  
  FOREIGN EXCHANGE CALL OPTION.....................................................           2,562             2,688
                                                                                  ----------------- -----------------
  
  NOTES PAYABLE TO COMCAST U.K. HOLDINGS, INC......................................                            11,272
                                                                                  ----------------- -----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
     Preferred shares, (UK Pound).01 par value - authorized, 10,000,000
       shares; issued, none........................................................
     Class A common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 37,231,997..................................................             372               372
     Class B common shares, (UK Pound).01 par value - authorized, 50,000,000
       shares; issued, 12,872,605..................................................             129               129
     Additional capital............................................................         358,548           358,548
     Accumulated deficit...........................................................        (231,880)         (187,373)
                                                                                  ----------------- -----------------
         Total shareholders' equity................................................         127,169           171,676
                                                                                  ----------------- -----------------
                                                                                  (UK Pound)510,249 (UK Pound)445,854
                                                                                  ================= =================
  Note:  The balance  sheet at December 31, 1997 has been derived from the audited
  financial statements at that date.
  See notes to condensed consolidated financial statements.
  
                                          2
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  Nine Months Ended                         Three Months Ended
                                                                  September 30,                             September 30,
                                                            1998                1997                   1998               1997
                                                                       (in  (UK Pound)000's, except per share data)
  REVENUES
     Service income.................................  (UK Pound)55,692     (UK Pound)39,166     (UK Pound)19,665     (UK Pound)13,961
     Consulting fee income..........................               840                  776                  279                  280
                                                    ------------------   ------------------   ------------------   ------------------
                                                                56,532               39,942               19,944               14,241
                                                    ------------------   ------------------   ------------------   ------------------
  
  COSTS AND EXPENSES
     Operating......................................            18,147               14,484                6,385                4,590
     Selling, general and administrative............            26,089               22,720                8,893                7,902
     Management fees................................             2,174                2,494                  704                  787
     Depreciation and amortization..................            22,952               18,830                8,268                6,641
                                                    ------------------   ------------------   ------------------   ------------------
  
                                                                69,362               58,528               24,250               19,920
                                                    ------------------   ------------------   ------------------   ------------------
  
  OPERATING LOSS....................................           (12,830)             (18,586)              (4,306)              (5,679)
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense...............................            26,751               18,706                9,344                6,421
     Investment income..............................            (6,752)              (5,807)              (2,263)              (1,781)
     Equity in net losses of affiliates.............            15,916               15,509                4,731                5,195
     Exchange (gains) losses and other..............            (4,238)               7,336               (3,388)               5,168
                                                    ------------------   ------------------   ------------------   ------------------
                                                                31,677               35,744                8,424               15,003
                                                    ------------------   ------------------   ------------------   ------------------
  
  NET LOSS..........................................           (44,507)             (54,330)             (12,730)             (20,682)
  
  ACCUMULATED DEFICIT
      Beginning of period ..........................          (187,373)            (120,017)            (219,150)            (153,665)
                                                    ------------------   ------------------   ------------------   ------------------
  
      End of period.................................((UK Pound)231,880)  ((UK Pound)174,347)  ((UK Pound)231,880)  ((UK Pound)174,347)
                                                    ==================   ==================   ==================   ==================
  
  NET LOSS PER SHARE................................    ((UK Pound).89)     ((UK Pound)1.08)      ((UK Pound).25)      ((UK Pound).41)
                                                    ==================   ==================   ==================   ==================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD..........            50,105               50,105               50,105               50,105
                                                    ==================   ==================   ==================   ==================
  See notes to condensed consolidated financial statements.
  
                                          3
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  Nine Months Ended September 30,
                                                                           1998                      1997
                                                                      (UK Pound)000             (UK Pound)000
  OPERATING ACTIVITIES
      Net loss......................................................((UK Pound)44,507)        ((UK Pound)54,330)
      Adjustments to reconcile net loss to net cash provided
        by operating activities:
         Depreciation and amortization..............................           22,952                    18,830
         Amortization on foreign exchange contracts.................            2,072                     2,072
         Non-cash interest expense..................................           20,168                    18,300
         Non-cash investment income.................................           (2,181)                   (1,825)
         Exchange (gains) losses....................................           (7,211)                    7,116
         Equity in net losses of affiliates.........................           15,916                    15,509
         (Increase) decrease in accounts receivable and other 
            current assets .........................................             (333)                      150
         Increase in accounts payable and accrued expenses and
            accrued interest........................................            2,449                     3,177
                                                                     ----------------          ----------------
  
                Net cash provided by operating activities...........            9,325                     8,999
                                                                     ----------------          ----------------
  
  FINANCING ACTIVITIES
      Repayments of debt............................................           (1,567)                   (1,111)
      Proceeds from borrowings......................................           93,000
      Deferred financing costs......................................           (1,634)
      Net transactions with affiliates..............................           (1,020)                   (1,517)
                                                                     ----------------          ----------------
  
                Net cash provided by (used in) financing activities.           88,779                    (2,628)
                                                                     ----------------          ----------------
  
  INVESTING ACTIVITIES
      Proceeds from sales of short-term investments, net............                                     45,805
      Capital contributions and loans to affiliates.................           (1,768)                   (8,670)
      Capital expenditures..........................................          (47,012)                  (59,709)
      Deferred charges..............................................             (333)                     (687)
                                                                     ----------------          ----------------
  
                Net cash used in investing activities...............          (49,113)                  (23,261)
                                                                     ----------------          ----------------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................           48,991                   (16,890)
  
  CASH AND CASH EQUIVALENTS, beginning of period....................           37,372                    63,314
                                                                     ----------------          ----------------
  
  CASH AND CASH EQUIVALENTS, end of period.......................... (UK Pound)86,363          (UK Pound)46,424
                                                                     ================          ================
  See notes to condensed consolidated financial statements.
  
                                          4
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet  as  of  September  30,  1998,  the
       condensed  consolidated statement of operations and accumulated deficit for
       the nine and three  months  ended  September  30,  1998 and  1997,  and the
       condensed  consolidated  statement  of cash flows for the nine months ended
       September  30, 1998 and 1997 have been  prepared by NTL  (Bermuda)  Limited
       (formerly  Comcast UK Cable Partners  Limited) (the "Company") and have not
       been  audited by the  Company's  independent  auditors.  In the  opinion of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations  and cash flows as of  September  30,  1998 and for all  periods
       presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1998 are not necessarily indicative of operating results for the full year.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  2.   RECENT ACCOUNTING PRONOUNCEMENTS
  
       In June 1997, the Financial  Accounting Standards Board (the "FASB") issued
       Statement of Financial  Accounting  Standards ("SFAS") No. 130,  "Reporting
       Comprehensive  Income."  SFAS No.  130  requires  that all  items  that are
       required to be  recognized  under  accounting  standards as  components  of
       comprehensive income be reported in a financial statement that is displayed
       with the same  prominence as other  financial  statements.  SFAS No. 130 is
       effective for fiscal years  beginning  after December 15, 1997. The Company
       has adopted SFAS No. 130, which had no effect on the consolidated financial
       statements.
  
       In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments of
       an Enterprise and Related  Information." SFAS No. 131 establishes standards
       for the way that public  enterprises  report  information  about  operating
       segments in annual financial statements and requires that those enterprises
       report selected  information about operating  segments in interim financial
       reports issued to shareholders.  It also establishes  standards for related
       disclosures  about  products  and  services,  geographic  areas  and  major
       customers.  SFAS No. 131 is effective for financial  statements for periods
       beginning after December 15, 1997. The Company is assessing whether changes
       in reporting  will be required upon the adoption of this new standard.  The
       Company will adopt SFAS No. 131 for fiscal year ending December 31, 1998.
  
       In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
       adoption of SFAS No. 133, all  derivatives are required to be recognized in
       the  statement of financial  position as either assets or  liabilities  and
       measured at fair value. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
                                          5
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   AMALGAMATION WITH NTL
  
       Effective  October  29,  1998,  NTL  Incorporated  ("NTL"),  NTL  (Bermuda)
       Limited,  a wholly owned  subsidiary of NTL, and Comcast UK Cable  Partners
       Limited   ("Partners")   consummated  a  transaction  (the  "Amalgamation")
       pursuant to the Agreement and Plan of Amalgamation, dated February 4, 1998,
       as  amended,  among the same (the  "Amalgamation  Agreement"),  whereby NTL
       (Bermuda)  Limited  amalgamated  with  Partners,  such  that  the  separate
       existence of NTL  (Bermuda)  Limited and Partners  continued in the form of
       the company that resulted from the Amalgamation and which is a wholly owned
       subsidiary  of NTL (the  "Amalgamated  Company").  Under  the  terms of the
       Amalgamation Agreement,  shareholders of Partners received 0.3745 shares of
       common  stock of NTL in  consideration  for each of their  shares of common
       stock  of  Partners.   Accordingly,   as  a  result  of  the  Amalgamation,
       shareholders  of  Partners  received  a total of  approximately  18,700,000
       shares of NTL common stock, representing  approximately 31.2% of the shares
       of NTL common stock  outstanding after giving effect to the consummation of
       the Amalgamation.
  
       The  Amalgamated  Company  shall  operate  under  the name  "NTL  (Bermuda)
       Limited".  Effective  as  of  the  Amalgamation,   (i)  the  memorandum  of
       association  of  NTL  (Bermuda)  Limited  shall  be the  memorandum  of the
       Amalgamated Company until thereafter changed or amended as provided therein
       or by applicable  law, (ii) the bye-laws of NTL  (Bermuda)  Limited,  as in
       effect immediately prior to the Amalgamation,  shall be the bye-laws of the
       Amalgamated Company until thereafter changed or amended as provided therein
       or by  applicable  law and (iii)  the  persons  serving  as  directors  and
       officers of NTL (Bermuda)  Limited  immediately  prior to the  Amalgamation
       shall be the  directors  and  officers,  respectively,  of the  Amalgamated
       Company until their successors shall have been duly elected or appointed or
       qualified or until their earlier death, resignation or removal.
  
       Immediately following the Amalgamation, the Amalgamated Company and Bank of
       Montreal Trust Company, as trustee, executed a First Supplemental Indenture
       (the "First  Supplemental  Indenture")  relating to Partner's 11.20% Senior
       Discount  Debentures  due 2007 (the  "Debentures"),  which provides for the
       assumption  by  the   Amalgamated   Company  of  the  liabilities  and  the
       obligations of Partners under the Indenture, dated as of November 15, 1995,
       governing the Debentures  (together with the First Supplemental  Indenture,
       the  "Indenture")  and the Debentures  issued pursuant  thereto.  The First
       Supplemental Indenture likewise provides that the Amalgamated Company shall
       succeed to, and be substituted  for, and may exercise every right and power
       of, Partners under the Indenture and the Debentures.
  
       Pursuant  to  existing   arrangements   between   Partners   and   Telewest
       Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
       PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
       Cable"), Telewest had certain rights to acquire either or both of Partner's
       interests in these systems (see Note 4) as a result of the Amalgamation. On
       August 14, 1998,  Partners and NTL entered into an agreement (the "Telewest
       Agreement")  with  Telewest  relating to Partner's  ownership  interests in
       Birmingham Cable,  Partner's and Telewest's  respective ownership interests
       in Cable London and certain other related matters. Pursuant to the Telewest
       Agreement,  Partners sold its 27.5% ownership  interest in Birmingham Cable
       to Telewest for (UK Pound)125 million, plus (UK Pound)5 million for certain
       subordinated debt and fees. Partners and Telewest have also agreed within a
       certain time period to  rationalize  their joint  ownership of Cable London
       pursuant to an agreed  procedure  (the  "Shoot-out").  Between April 29 and
       July 29, 1999, the Amalgamated  Company can notify Telewest of the price at
       which it is willing to sell its 50%  ownership  interest in Cable London to
       Telewest.  Following  such  notification,  Telewest  at its option  will be
       required at that price to either  purchase the  Amalgamated  Company's  50%
       ownership  interest in Cable London or sell its 50%  ownership  interest in
       Cable London to the Amalgamated  Company.  If the Amalgamated Company fails
       to give notice to Telewest during the Shoot-out  period,  it will be deemed
       to have  given a notice  to  Telewest  offering  to sell its  Cable  London
       interest for (UK Pound)100 million.  The sale or purchase by the Company as
       per the Cable  London  Shoot-out  is expected to be  completed  by November
       1999.
  
                                          6
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company  has  invested in two  affiliates:  Birmingham  Cable and Cable
       London  (together,  the "Equity  Investees").  The Equity Investees operate
       integrated  cable   communications,   residential  telephony  and  business
       telecommunications  systems in their  respective major  metropolitan  areas
       under   exclusive    cable    television    licenses   and    non-exclusive
       telecommunications  licenses.  As of  September  30,  1998,  the  Company's
       ownership interest in the Equity Investees is as follows:
  
                 Birmingham Cable................................27.5%
                 Cable London....................................50.0%
  
       Included in investments in affiliates as of September 30, 1998 and December
       31, 1997, are loans to Cable London of (UK  Pound)28.5  million and accrued
       interest of (UK Pound)8.0 million and (UK Pound)6.0 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays  Bank plc (9.5%  effective  rate as of September 30, 1998)
       and are subordinate to Cable London's credit facility.  Of these loans, (UK
       Pound)21.0  million as of September  30, 1998 and  December  31, 1997,  are
       convertible  into ordinary shares of Cable London at a per share conversion
       price of (UK  Pound)2.00.  Also included in investments in affiliates as of
       September 30, 1998 and December 31, 1997, are loans to Birmingham  Cable of
       (UK Pound)3.7 million and (UK Pound)1.9 million and accrued interest of (UK
       Pound)320,000  and (UK  Pound)133,000,  respectively.  The Birmingham Cable
       loans  accrue  interest  at a fixed  rate of 7.8%  and are  subordinate  to
       Birmingham Cable's credit facility.
  
       As described in Note 3, the Company sold its interest in  Birmingham  Cable
       in October 1998 for (UK  Pound)125  million,  plus (UK Pound)5  million for
       certain  subordinated  debt and fees. The Company will record a gain on the
       sale of Birmingham  Cable of  approximately  (UK  Pound)110  million in the
       fourth  quarter of 1998.  Also, the Company and Telewest have agreed to the
       Cable London  Shoot-out  pursuant to which the Company will either sell its
       interest in Cable London to Telewest or Telewest  will sell its interest in
       Cable London to the Company. The sale or purchase by the Company as per the
       Cable London Shoot-out is expected to be completed by November 1999.
  
       Although the Company is not contractually  committed to make any additional
       capital  contributions or advances to Cable London, it currently intends to
       fund its share of the amounts  necessary  for capital  expenditures  and to
       finance  operating  deficits.  Failure to do so could dilute the  Company's
       ownership interest in Cable London.
  
                                          7
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  Birmingham             Cable
                                                                            Cable              London                 Combined
                                                                        (UK Pound)000       (UK Pound)000         (UK Pound)000
  NINE MONTHS ENDED SEPTEMBER 30, 1998
       Results of operations
           Service income............................................(UK Pound)57,385     (UK Pound)48,926      (UK Pound)106,311
           Operating, selling, general and
             administrative expenses.................................         (43,690)             (38,244)               (81,934)
           Depreciation and amortization.............................         (20,717)             (16,611)               (37,328)
           Operating loss............................................          (7,022)              (5,929)               (12,951)
           Net loss..................................................         (25,067)             (17,523)               (42,590)
           Company's equity in net loss..............................          (7,010)              (8,906)               (15,916)
  
       THREE MONTHS ENDED SEPTEMBER 30, 1998
       Results of operations
           Service income............................................          19,410               16,748                 36,158
           Operating, selling, general and
             administrative expenses.................................         (14,414)             (13,037)               (27,451)
           Depreciation and amortization.............................          (6,975)              (5,635)               (12,610)
           Operating loss............................................          (1,979)              (1,924)                (3,903)
           Net loss..................................................          (5,989)              (5,993)               (11,982)
           Company's equity in net loss..............................          (1,686)              (3,045)                (4,731)
  
       AT SEPTEMBER 30, 1998
       Financial position
           Current assets............................................          14,858                8,774                 23,632
           Noncurrent assets.........................................         244,384              190,803                435,187
           Current liabilities.......................................          26,570               19,899                 46,469
           Noncurrent liabilities....................................         185,410              197,448                382,858
  
       NINE MONTHS ENDED SEPTEMBER 30, 1997
       Results of operations
           Service income............................................          49,146               38,162                87,308
           Operating, selling, general and
             administrative expenses.................................         (42,411)             (34,007)              (76,418)
           Depreciation and amortization.............................         (18,031)             (13,930)              (31,961)
           Operating loss............................................         (11,296)              (9,775)              (21,071)
           Net loss..................................................         (21,715)             (18,625)              (40,340)
           Company's equity in net loss..............................          (6,077)              (9,432)              (15,509)
  
       THREE MONTHS ENDED SEPTEMBER 30, 1997
       Results of operations
           Service income............................................          17,346               13,469                30,815
           Operating, selling, general and
             administrative expenses.................................         (14,766)             (11,713)              (26,479)
           Depreciation and amortization.............................          (4,996)              (5,040)              (10,036)
           Operating loss............................................          (2,416)              (3,284)               (5,700)
           Net loss..................................................          (6,351)              (6,746)              (13,097)
           Company's equity in net loss..............................          (1,782)              (3,413)               (5,195)
  8
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  5.   LONG-TERM DEBT
  
       UK Holdings Credit Facility
       In December 1997,  Comcast UK Holdings  Limited ("UK  Holdings"),  a wholly
       owned  subsidiary of the Company,  entered into a loan  agreement  (the "UK
       Holdings  Agreement") with a consortium of banks to provide financing under
       a credit  facility (the "UK Holdings  Credit  Facility") up to a maximum of
       (UK  Pound)200.0  million.  Under the terms of the UK  Holdings  Agreement,
       borrowings  under  the  UK  Holdings  Credit  Facility  are  guaranteed  by
       Cambridge  Holding  Company Limited  ("Cambridge  Cable") and two companies
       holding the franchises for Darlington and Teesside,  England  ("Teesside").
       Cambridge Cable and Teesside are wholly owned subsidiaries of the Company.
  
       Final maturity of the UK Holdings  Credit Facility is January 31, 2001. The
       UK Holdings Credit Facility bears interest at a rate per annum equal to the
       London  Interbank  Offered  Rate  ("LIBOR")  plus  1/2%  to 2  1/4%.  As of
       September 30, 1998 the Company's  effective  weighted average interest rate
       on the UK Holdings Credit Facility was 9.33%.
  
       The  consummation of the Amalgamation  resulted in a change in control,  as
       defined in the UK Holdings  Credit  Facility,  and all amounts  outstanding
       thereunder  became  immediately  due and  payable.  The Company  repaid the
       approximately (UK Pound)100  million  outstanding on October 29, 1998 using
       proceeds from the sale of the  Birmingham  Cable  interest.  The banks have
       agreed to suspend the UK Holdings  Credit  Facility for 90 days pending the
       renegotiation of the facility. The amount outstanding under the UK Holdings
       Credit  Facility  of (UK  Pound)93  million  as of  September  30,  1998 is
       classified as current on the Company's condensed consolidated balance sheet
       as of that date.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earned  consulting fee income under  consulting  agreements with the Equity
       Investees. The consulting fee income was generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas. The consulting  agreements were terminated pursuant to the
       Telewest Agreement.
  
       The  Company's  right to receive  consulting  fee payments  from the Equity
       Investees  was  subordinated  to the banks under their  credit  facilities.
       Accordingly,  these fees have been classified as long-term  receivables and
       are  included in  investments  in  affiliates  in the  Company's  condensed
       consolidated  balance  sheet.  In addition,  the Company's  shares in Cable
       London have been pledged to secure amounts outstanding under Cable London's
       revolving credit facility.
  
       Management fee expense was incurred under agreements between the Company on
       the one hand, and Comcast  Corporation  ("Comcast"),  the Company's  former
       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  provided  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management fees were based on Comcast's and
       Comcast  Consulting's cost of providing such services.  As of September 30,
       1998 and December 31, 1997, other current liabilities 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, 1998 and 1997, investment
       income  includes  (UK  Pound)2.2  million,   (UK  Pound)1.8  million,   (UK
       Pound)754,000  and (UK  Pound)676,000  of  interest  income,  respectively,
       relating to the loans to the Equity Investees.
  
                                          9
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast U.K.  Holdings,  Inc.  which are due in September  1999. For the
       nine and three  months  ended  September  30,  1998 and 1997,  the  Company
       recorded (UK Pound)765,000,  (UK  Pound)700,000,  (UK Pound)262,000 and (UK
       Pound)239,000, respectively, of interest expense relating to such notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more or less favorable than those with non-affiliated parties.
  
  7.   CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
  8.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest of (UK Pound)6.3  million,  (UK
       Pound)406,000,  (UK Pound)2.5 million and (UK Pound)136,000 during the nine
       and three months ended September 30, 1998 and 1997, respectively.
  
       The Company's wholly owned subsidiaries  incurred capital lease obligations
       of (UK Pound)2.2 million,  (UK Pound)1.5 million, (UK Pound)486,000 and (UK
       Pound)852,000 during the nine and three months ended September 30, 1998 and
       1997, respectively.
  
                                         10
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  NTL  (Bermuda)  Limited  (formerly  Comcast UK Cable  Partners  Limited) and its
  subsidiaries  (the  "Company")  are  principally  engaged  in  the  development,
  construction, management and operation of companies in the United Kingdom ("UK")
  cable and telecommunications industry. As of September 30, 1998, the Company had
  interests in four  operations  (the  "Operating  Companies"):  Birmingham  Cable
  Corporation  Limited  ("Birmingham  Cable"),  in which the Company owned a 27.5%
  interest,  Cable London PLC ("Cable London"),  in which the Company owns a 50.0%
  interest,  Cambridge Holding Company Limited  ("Cambridge  Cable"), in which the
  Company  owns a 100%  interest  and two  companies  holding the  franchises  for
  Darlington and Teesside, England ("Teesside"),  in which the Company owns a 100%
  interest.  The Company  accounts for its interests in Birmingham Cable and Cable
  London (together, the "Equity Investees") under the equity method.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  are expected to have the potential to serve  approximately 1.6 million homes and
  the  businesses  within their  franchise  areas.  As of September 30, 1998,  the
  Operating  Companies'  systems passed more than 1,280,000 homes or approximately
  80% of the homes in their  franchise  areas and served more than  320,000  cable
  subscribers,  410,000  residential  telephony  subscribers  and 14,000  business
  telephony subscribers.
  
  General Developments of Business
  
  Amalgamation  with NTL,  Sale of  Birmingham  Cable  Interest  and Cable  London
  Shoot-out
  
  See Note 3 to the Company's Condensed Consolidated Financial Statements included
  in Item 1.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  former  shareholders,  as well as proceeds  from the  Company's  initial  public
  offering of 15.0  million of its Class A Common  Shares (net  proceeds of $209.4
  million or (UK  Pound)132.6  million) in September  1994 and from the  Company's
  offering  of its $517.3  million  principal  amount at  maturity  11.20%  Senior
  Discount  Debentures due 2007 (the "2007 Discount  Debentures") (net proceeds of
  $291.1 million or (UK Pound)186.9  million) in November 1995.  Interest accretes
  on the 2007  Discount  Debentures at 11.20% per annum  compounded  semi-annually
  from  November 15, 1995 to November 15, 2000,  after which date interest will be
  paid in cash on each May 15 and November 15 through  November 15, 2007. The 2007
  Discount  Debentures  contain  restrictive  covenants  which limit the Company's
  ability to pay  dividends.  The Operating  Companies are not expected to pay any
  dividends or advances in the foreseeable future.
  
  In December 1997,  Comcast UK Holdings Limited ("UK  Holdings"),  a wholly owned
  subsidiary  of the  Company,  entered  into a loan  agreement  (the "UK Holdings
  Agreement")  with a  consortium  of banks to  provide  financing  under a credit
  facility (the "UK Holdings Credit  Facility") up to a maximum of (UK Pound)200.0
  million.  Under the terms of the UK Holdings Agreement,  borrowings under the UK
  Holdings Credit Facility are guaranteed by Teesside and Cambridge Cable.
  
  Final  maturity of the UK Holdings  Credit  Facility is January 31, 2001. The UK
  Holdings  Credit Facility bears interest at a rate per annum equal to the London
  Interbank Offered Rate ("LIBOR") plus 1/2% to 2 1/4%. As of
  
                                         11
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  September 30, 1998, the Company's  effective  weighted  average interest rate on
  the UK Holdings Credit Facility was 9.33%.
  
  The UK Holdings Credit Facility  contains  restrictive  covenants which limit UK
  Holdings'  ability to enter into  arrangements  for the  acquisition and sale of
  property and  equipment,  investments,  mergers and the incurrence of additional
  debt.  Certain of these covenants require that certain financial ratios and cash
  flow levels be maintained and contain certain restrictions on dividend payments.
  The Company's right to receive  consulting fee payments from Cambridge Cable and
  Teesside  has been  subordinated  to the  banks  under  the UK  Holdings  Credit
  Facility. In addition,  the Company's shares in UK Holdings have been pledged to
  secure the UK Holdings Credit Facility.
  
  The consummation of the Amalgamation resulted in a change in control, as defined
  in the UK  Holdings  Credit  Facility,  and all amounts  outstanding  thereunder
  became  immediately due and payable.  The Company repaid the  approximately  (UK
  Pound)100  million  outstanding on October 29, 1998 using proceeds from the sale
  of the  Birmingham  Cable  interest.  The banks have  agreed to  suspend  the UK
  Holdings Credit Facility for 90 days pending the  renegotiation of the facility.
  The amount  outstanding  under the UK Holdings  Credit  Facility of (UK Pound)93
  million as of  September  30,  1998 is  classified  as current on the  Company's
  condensed consolidated balance sheet as of that date.
  
  In August 1998, the Company and NTL Incorporated  entered into an agreement with
  Telewest  Communications plc relating to Partners' and Telewest's respective 50%
  ownership  interests  in Cable  London PLC and certain  other  related  matters.
  Pursuant to this agreement,  between April 29 and July 29, 1999, the Company can
  notify Telewest of the price at which it is willing to sell its 50% ownership in
  Cable London to Telewest.  Following such  notification,  Telewest at its option
  will be required at that price to either  purchase the  Company's  50% ownership
  interest in Cable London or sell its 50%  ownership  interest in Cable London to
  the  Company.  If the  Company  fails to give  notice  to  Telewest  during  the
  Shoot-out  period, it will be deemed to have given a notice to Telewest offering
  to sell  its  Cable  London  interest  for (UK  Pound)100  million.  The sale or
  purchase  by the  Company as per the Cable  London  Shoot-out  is expected to be
  completed by November 1999.
  
  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 Cable London,  (ii)
  whether the  Operating  Companies can obtain debt  financing,  (iii) whether the
  Operating  Companies will be able to generate positive operating cash flow, (iv)
  the timing of the build-out of the Operating Companies' systems, and (v) whether
  there may be future  acquisitions  and  trades  funded in cash or the  Company's
  shares.   There  are  no  agreements  or  negotiations  for  specific   material
  acquisitions currently pending.
  
  Historically,  the  Company  has made  investments  in the Equity  Investees  in
  conjunction  with  proportionate  investments  by its  strategic  and  financial
  partners.  The Company made  capital  contributions  and loans to the  Operating
  Companies in the aggregate of (UK Pound)1.8  million and (UK Pound)66.4  million
  during the nine months ended September 30, 1998 and 1997  respectively,  and (UK
  Pound)16.7  million  during the three months ended  September 30, 1997. Of these
  amounts,  (UK  Pound)1.8  million and (UK  Pound)8.7  million  relate to capital
  contributions  and loans to the Equity  Investees  during the nine months  ended
  September 30, 1998 and 1997, respectively and (UK Pound)9,000 relates to capital
  contributions  and loans to the Equity  Investees  during the three months ended
  September 30, 1997. Although the Company is not contractually  committed to make
  any  additional  capital  contributions  or loans to Cable London,  it currently
  intends to fund its share of the amounts necessary for capital  expenditures and
  to  finance  operating  deficits.  Failure to do so could  dilute the  Company's
  ownership interest in Cable London.
  
  The Company estimates that the Operating Companies (excluding  Birmingham Cable)
  will require  approximately (UK Pound)54.0  million from October 1, 1998 through
  December  31,  1998,  to continue the  build-out  of their  systems.  Management
  believes that the entire (UK Pound)54.0  million required will be funded through
  cash from  operations  or from cash on hand,  and,  for  Cable  London,  through
  drawdowns under currently existing credit facilities (subject to compliance with
  certain  financial and operating  covenants).  If such credit facilities are not
  available for drawdown, the Company
  
                                         12
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  expects that its strategic  and financial  partners in Cable London will provide
  their  pro-rata  share  of  any  required   fundings,   although  they  are  not
  contractually  obligated  to do so.  Thus,  no  assurance of such funding can be
  given.  If the Company's  strategic and financial  partners fail to provide such
  financing,  Cable London will be required to seek  additional  funds  elsewhere.
  Such  additional  funds  may come  from the  Company,  from  new  strategic  and
  financial  partners,  from borrowings under new credit  facilities or from other
  sources,  although there can be no assurance  that any such  financing  would be
  available on acceptable terms and conditions.  The Company and its strategic and
  financial partners generally have veto rights over Cable London's 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's ability to meet its long-term  liquidity and capital  requirements
  is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
  operating  cash flow and obtain  external  financing,  although  there can be no
  assurance  that any such  financing  will be  obtained on  acceptable  terms and
  conditions.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating Companies excluding  Birmingham Cable. Such financial  information
  has not been adjusted for the Company's  proportionate  ownership percentages in
  the Operating Companies.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial  partner and  borrowings  under Cable  London's  previous  and current
  credit  facilities.  The Company  estimates  that  approximately  (UK Pound)16.0
  million  will be required  from  October 1, 1998  through  December  31, 1998 to
  continue development and construction of Cable London's cable/telephony network.
  The Company  expects  that such funds will be provided by  borrowings  under the
  Cable London credit facility.
  
  Cambridge Cable. Historically, Cambridge Cable's primary sources of funding have
  been capital  contributions  and loans from the Company and the Company's former
  strategic and financial  partner.  The Company estimates that  approximately (UK
  Pound)25.0  million will be required  from October 1, 1998 through  December 31,
  1998  to  continue   development   and   construction   of   Cambridge   Cable's
  cable/telephony network. The Company expects that such funds will be provided by
  cash from operations or capital contributions or loans from the Company.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)13.0  million will be required  from October 1, 1998 through  December 31,
  1998 to continue  development  and  construction  of Teesside's  cable/telephony
  network.  The  Company  expects  that such funds will be  provided  by cash from
  operations or capital contributions or loans from the Company.
  
  Statement of Cash Flows
  
  Cash and cash equivalents  increased (UK Pound)49.0  million as of September 30,
  1998 from December 31, 1997 and decreased (UK Pound)16.9 million as of September
  30,  1997 from  December  31,  1996.  The  changes in cash and cash  equivalents
  resulted from cash flows from  operating,  financing  and  investing  activities
  which are explained below.
  
  Net cash provided by operating  activities amounted to (UK Pound)9.3 million and
  (UK  Pound)9.0  million for the nine months ended  September  30, 1998 and 1997,
  respectively.  The  increase in net cash  provided by  operating  activities  as
  compared to the prior period is principally due to the increase in the Company's
  operating income before depreciation and amortization.
  
                                         13
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  Net cash provided by (used in) financing  activities  amounted to (UK Pound)88.8
  million and ((UK Pound)2.6) million for the nine months ended September 30, 1998
  and 1997,  respectively.  During the nine months ended  September 30, 1998,  net
  cash  provided  by  financing  activities  includes  (UK  Pound)93.0  million of
  borrowings under the UK Holdings Credit Facility.
  
  Net  cash  used in  investing  activities  was (UK  Pound)49.1  million  and (UK
  Pound)23.3  million  for the nine  months  ended  September  30,  1998 and 1997,
  respectively.  During the nine months ended September 30, 1998, net cash used in
  investing activities includes capital expenditures of (UK Pound)47.0 million and
  capital  contributions and loans to affiliates of (UK Pound)1.8 million.  During
  the nine months ended September 30, 1997, net cash used in investing  activities
  includes   capital   expenditures   of  (UK   Pound)59.7   million  and  capital
  contributions and loans to affiliates of (UK Pound)8.7 million, offset, in part,
  by proceeds from the sales of short-term investments of (UK Pound)45.8 million.
  
  Year 2000 Issues
  
  Strategy
  
  The Company's operations are conducted through its Operating Companies,  each of
  which has different  configurations of hardware and software. The Company itself
  is a holding  company with very limited  activities.  The Company uses  personal
  computers  and  software  that will be Year 2000  ready in the near  future at a
  nominal cost. Each of the Operating  Companies is conducting its own program for
  Year 2000  compliance.  Each of the  Operating  Companies has appointed a senior
  manager to be responsible for achieving Year 2000  readiness,  and has set up an
  internal  progress and review process.  This includes  assessing the progress of
  significant vendors in achieving Year 2000 readiness.
  
  Status to Date
  
  The  Operating   Companies  utilize  hardware  and  software  from  vendors  for
  substantially all of their activities,  including billing,  customer service and
  the operation of the network.  The Operating Companies,  therefore,  are working
  with these  third-party  vendors to ensure Year 2000  readiness.  It is possible
  that one or more suppliers  will not be able to provide the Operating  Companies
  with  reasonable  assurances that they will be ready for the Year 2000, in which
  case the Company expects the Operating  Companies will seek another  vendor.  No
  assurance, however, can be given that such alternative will be available.
  
  The Operating  Companies have already  received  assurances  from vendors of its
  main service platforms,  including vendors of its telephony  switches,  cable TV
  subsystems,  and customer  management  systems  ("CMS"),  with the  exception of
  Cambridge  Cable's CMS, that they expect to be Year 2000 ready.  The cost of the
  necessary  software  upgrades is generally  included in the Operating  Companies
  maintenance contracts with its vendors.
  
  Costs
  
  There are few major costs  directly  attributable  to the Year 2000  issues,  as
  suppliers will include any remedial software in their normal upgrade process.
  
  For the smaller systems,  such as PCs, there has or will be some acceleration of
  routine  replacement and upgrades to ensure all systems are Year 2000 ready. The
  Company estimates that this  acceleration will result in approximately  $500,000
  per Operating Company incurred in 1999.
  
                                         14
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  Risks
  
  The primary risks of a serious  business-affecting  Year 2000 problem arise from
  two separate external sources:
  
  First, a major utility (such as power, water, major  telecommunications  company
  or public sector entity) fails to operate at or after the Year 2000.  This risk,
  which is beyond the Company's control or ability to monitor, could significantly
  adversely affect the Company's financial condition and results of operations.
  
  Second, a supplier of mission critical software fails to timely deliver suitable
  Year 2000  software,  despite its written  assurances.  Any such  failure  could
  significantly  adversely affect the Company's financial condition and results of
  operations. The Operating Companies' Year 2000 project managers' primary task is
  to prevent such a failure.
  
  Contingency Plans
  
  The Operating Companies will be included in NTL's contingency planning, which is
  in process.
  
                                         15
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  Results of Operations
  
  The Company
  
  Summarized  consolidated  financial information for the Company for the nine and
  three months ended September 30, 1998 and 1997 is as follows (in thousands, "NM"
  denotes percentage is not meaningful):
  Nine Months Ended
                                                                                September 30,                 Increase/(Decrease)
                                                                         1998                1997            (UK Pound)        %
  Revenues....................................................    (UK Pound)56,532    (UK Pound)39,942   (UK Pound)16,590     41.5%
  Operating, selling, general and administrative expenses                   44,236              37,204              7,032     18.9
  Management fees.............................................               2,174               2,494               (320)   (12.8)
                                                                 -----------------   -----------------
  Operating income before depreciation and
     amortization (1).........................................              10,122                 244              9,878       NM
  Depreciation and amortization...............................              22,952              18,830              4,122     21.9
                                                                 -----------------   -----------------
  Operating loss..............................................             (12,830)            (18,586)            (5,756)   (31.0)
                                                                 -----------------   -----------------
  Interest expense............................................              26,751              18,706              8,045     43.0
  Investment income...........................................              (6,752)             (5,807)               945     16.3
  Equity in net losses of affiliates..........................              15,916              15,509                407      2.6
  Exchange (gains) losses and other...........................              (4,238)              7,336            (11,574)      NM
                                                                 -----------------   -----------------
  Net loss....................................................   ((UK Pound)44,507)  ((UK Pound)54,330)  ((UK Pound)9,823)   (18.1%)
                                                                 =================   =================
  
                                                                             Three Months Ended
                                                                                September 30,                 Increase/(Decrease)
                                                                         1998                1997            (UK Pound)        %
  Revenues....................................................    (UK Pound)19,944    (UK Pound)14,241    (UK Pound)5,703     40.0%
  Operating, selling, general and administrative expenses ....              15,278              12,492              2,786     22.3
  Management fees.............................................                 704                 787                (83)   (10.5)
                                                                 -----------------   -----------------
  Operating income before depreciation and
     amortization (1) ........................................               3,962                 962              3,000       NM
  Depreciation and amortization...............................               8,268               6,641              1,627     24.5
                                                                 -----------------   -----------------
  Operating loss..............................................              (4,306)             (5,679)            (1,373)   (24.2)
                                                                 -----------------   -----------------
  Interest expense............................................               9,344               6,421              2,923     45.5
  Investment income...........................................              (2,263)             (1,781)               482     27.1
  Equity in net losses of affiliates..........................               4,731               5,195               (464)    (8.9)
  Exchange (gains) losses and other...........................              (3,388)              5,168             (8,556)      NM
                                                                 -----------------   -----------------
  Net loss....................................................   ((UK Pound)12,730)  ((UK Pound)20,682)  ((UK Pound)7,952)   (38.4%)
                                                                 =================   =================
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the  Company's  businesses  as  "EBITDA".  EBITDA is a  measure  of a
       company's  ability to generate cash to service its  obligations,  including
       debt service obligations, and to finance capital and other expenditures. In
       part due to the capital  intensive  nature of the Company's  businesses and
       the  resulting  significant  level of  non-cash  depreciation  expense  and
       amortization  expense,  EBITDA is  frequently  used as one of the bases for
       comparing  businesses in the Company's  industries,  although the Company's
       measure of EBITDA may not be  comparable  to similarly  titled  measures of
       other  companies.  EBITDA does not purport to  represent  net income or net
       cash  provided by operating  activities,  as those terms are defined  under
       generally accepted accounting principles, and should not
  
                                         16
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
       be considered as an alternative to such measurements as an indicator of the
       Company's performance. See "Statement of Cash Flows" above for a discussion
       of net cash provided by operating activities.
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative  expenses and depreciation and amortization
  expense for the nine and three months ended  September  30, 1998, as compared to
  the same  periods in 1997,  are  attributable  to the  effects of the  continued
  development  of  Teesside's  and  Cambridge  Cable's  operations  and  increased
  business  activity  resulting  from the growth in the number of  subscribers  in
  their respective  franchise areas. These trends are expected to continue for the
  foreseeable future.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company, earned
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income was generally based on a percentage of gross revenues or a
  fixed  amount  per  dwelling  unit in the  Equity  Investees'  franchise  areas.
  Consulting fee income for the nine and three months ended September 30, 1998 and
  1997  was  (UK  Pound)840,000,  (UK  Pound)776,000,  (UK  Pound)279,000  and (UK
  Pound)280,000,  respectively. The consulting agreements were terminated pursuant
  to the Telewest Agreement.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand,  and Comcast  Corporation  ("Comcast")  and Comcast UK Cable  Partners
  Consulting, Inc. ("Comcast Consulting"),  an indirect wholly owned subsidiary of
  Comcast,  on  the  other,   whereby  Comcast  and  Comcast  Consulting  provided
  consulting  services  to the  Equity  Investees  on  behalf of the  Company  and
  management services to the Company. Such management fees were based on Comcast's
  and Comcast Consulting's cost of providing such services.
  
  Interest expense for the nine and three months ended September 30, 1998 and 1997
  was (UK Pound)26.8 million,  (UK Pound)18.7  million,  (UK Pound)9.3 million and
  (UK Pound)6.4  million,  respectively,  representing  increases of (UK Pound)8.1
  million and (UK  Pound)2.9  million from 1997 as compared to the same periods in
  1998. The increases are primarily  attributable to interest on borrowings  under
  the UK Holdings  Credit  Facility  and the  compounding  of interest on the 2007
  Discount Debentures.
  
  Investment  income for the nine and three  months ended  September  30, 1998 and
  1997 was (UK Pound)6.8 million, (UK Pound)5.8 million, (UK Pound)2.3 million and
  (UK Pound)1.8  million,  respectively,  representing  increases of (UK Pound)1.0
  million and (UK Pound)500,000 from 1997 as compared to the same periods in 1998.
  The  increases  are  primarily  due to increases in the average loan balances to
  Birmingham Cable in 1998 as compared to the same periods in 1997.
  
  Equity in net losses of affiliates for the nine and three months ended September
  30,  1998 and 1997 was (UK  Pound)15.9  million,  (UK  Pound)15.5  million,  (UK
  Pound)4.7  million and (UK  Pound)5.2  million,  respectively,  representing  an
  increase of (UK Pound)400,000  and a decrease of (UK Pound)500,000  from 1997 as
  compared to the same  periods in 1998.  The  increase  for the nine month period
  ended  September  30, 1997 is  attributable  to the increase in the net loss for
  Birmingham  Cable.  The decrease from the three month period ended September 30,
  1997  is  attributable  to a  decrease  in the  net  loss of  Cable  London  and
  Birmingham Cable.
  
  Exchange  (gains) losses and other for the nine and three months ended September
  30, 1998 and 1997 were ((UK  Pound)4.2)  million,  (UK Pound)7.3  million,  ((UK
  Pound)3.4) million and (UK Pound)5.2 million, respectively, representing changes
  of (UK Pound)11.5 million and (UK Pound)8.6 million from 1997 as compared to the
  same  periods  in 1998.  These  changes  primarily  results  from the  impact of
  fluctuations  in the  valuation  of the UK Pound  Sterling on the 2007  Discount
  Debentures,  which are  denominated  in United  States  ("US")  dollars,  on the
  Company's foreign exchange call option contracts and on cash held in US dollars.
  The  Company's  results of  operations  will continue to be affected by exchange
  rate fluctuations.
  
                                         17
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
  The Company and the Operating  Companies are not party to litigation  which,  in
  the opinion of the Company's management,  will have a material adverse effect on
  the Company's financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
            (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                 2.1  Agreement    dated   August   14,   1998   among    Telewest
                      Communications   PLC,   Telewest   Communications   Holdings
                      Limited,   Comcast  UK  Cable   Partners   Limited  and  NTL
                      Incorporated  (incorporated  by  reference to Exhibit 2.1 to
                      the Company's current report on Form 8-K filed on August 19,
                      1998).
  
                 2.2  Amendment  No. 2 dated August 14, 1998 to Agreement and Plan
                      of  Amalgamation  dated as of  February  4,  1998  among NTL
                      Incorporated,  NTL  (Bermuda)  Limited  and Comcast UK Cable
                      Partners  Limited  (incorporated by reference to Exhibit 2.2
                      to the Company's  Current Report on Form 8-K filed on August
                      19, 1998).
  
                 27.1 Financial Data Schedule.
  
            (b)  Reports on Form 8-K:
  
                 (i)  Comcast UK Cable Partners  Limited filed a Current Report on
                      Form 8-K under  Item 5 on August  19,  1998  relating  to an
                      agreement   with   Telewest   Communications   plc  and  NTL
                      Incorporated relating to the Company's ownership interest in
                      Birmingham  Cable  Corporation  Limited,  the  Company's and
                      Telewest's  respective  ownership  interests in Cable London
                      plc  and  certain  other  related  matter.   There  were  no
                      financial statements filed with this report.
  
                                         18
  NTL (BERMUDA) LIMITED (FORMERLY COMCAST UK CABLE PARTNERS LIMITED)
                                  AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                        NTL (BERMUDA) LIMITED
                                        ------------------------------------------
  
  Date: November 11, 1998               By: /s/ J. Barclay Knapp
                                            --------------------------------------
                                            J. Barclay Knapp
                                            President, Chief Executive Officer and
                                            Chief Financial Officer
  
  Date: November 11, 1998               By: /s/ Gregg Gorelick
                                            --------------------------------------
                                            Gregg Gorelick
                                            Vice President - Controller
                                            (Principal Accounting Officer)
  
                                         19