content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                    JUNE 30, 1997
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
  
             Bermuda                                     Not Applicable
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)
  
          Clarendon House                             Comcast Corporation
        2 Church Street West                      1500 Market Street, 35th Floor
      Hamilton, HM 11, Bermuda                     Philadelphia, PA 19102-2148
           (809) 295-5950                                (215) 665-1700
  --------------------------------------------------------------------------------
    (Address, including zip code,              (Name, address, including zip code,
        and telephone number,                    and telephone number, including 
  including area code, of Registrant's           area code, of agent for service)
      principal executive offices) 
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                             No ____
                             --------------------------
  
  As of June 30, 1997,  there were 37,231,997 Class A Common Shares and 12,872,605
  Class B Common Shares outstanding.
  
  
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
                                  TABLE OF CONTENTS
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of June 30, 1997 and December 31,
                      1996 (Unaudited)...........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1997 and 1996 (Unaudited)..................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1997 and 1996 (Unaudited)..................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).........................5-8
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations..............................................9-15
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.........................................16
  
            Item 4.   Submission of Matters to a Vote of 
                      Security Holders.......................................16-17
  
            Item 6.   Exhibits and Reports on Form 8-K..........................17
  
            SIGNATURE...........................................................18
  
                         -----------------------------------
  
  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>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                 June 30,                 December 31,
                                                                                   1997                       1996
                                                                               (in (UK Pound)000's, except share data)
  <S>                                                                     <C>                        <C>   
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents........................................... (UK Pound)56,327           (UK Pound)63,314
     Short-term investments..............................................           23,305                     61,466
     Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)1,714 and (UK Pound)1,338...............................            3,700                      2,922
     Other current assets................................................            5,394                      5,359
                                                                           ---------------            ---------------
         Total current assets............................................           88,726                    133,061
                                                                           ---------------            ---------------
  
  INVESTMENTS IN AFFILIATES..............................................           70,416                     69,472
                                                                           ---------------            ---------------
  
  PROPERTY AND EQUIPMENT.................................................          270,588                    232,112
     Accumulated depreciation ...........................................          (22,800)                   (13,765)
                                                                           ---------------            ---------------
     Property and equipment, net.........................................          247,788                    218,347
                                                                           ---------------            ---------------
  
  DEFERRED CHARGES.......................................................           61,328                     60,867
     Accumulated amortization............................................          (11,197)                    (8,379)
                                                                           ---------------            ---------------
     Deferred charges, net...............................................           50,131                     52,488
                                                                           ---------------            ---------------
  
  FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net............................            9,628                     11,002
                                                                           ---------------            ---------------
                                                                         (UK Pound)466,689          (UK Pound)484,370
                                                                          ================           ================
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses............................... (UK Pound)24,264           (UK Pound)23,086
     Current portion of long-term debt...................................            1,442                      1,463
     Foreign exchange call options.......................................            1,000                      4,086
     Due to affiliates...................................................            1,863                        676
                                                                           ---------------            ---------------
         Total current liabilities.......................................           28,569                     29,311
                                                                           ---------------            ---------------
  
  LONG-TERM DEBT, less current portion...................................          219,579                    202,626
                                                                           ---------------            ---------------
  
  FOREIGN EXCHANGE CALL OPTIONS..........................................            2,374                      3,079
                                                                           ---------------            ---------------
  
  LONG-TERM DEBT, due to shareholder.....................................           10,783                     10,322
                                                                           ---------------            ---------------
  
  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.................................................         (153,665)                  (120,017)
                                                                           ---------------            ---------------
         Total shareholders' equity......................................          205,384                    239,032
                                                                           ---------------            ---------------
                                                                         (UK Pound)466,689          (UK Pound)484,370
                                                                          ================           ================
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                             Six Months Ended                         Three Months Ended
                                                                 June 30,                                  June 30,
                                                        1997                 1996                 1997                 1996
                                                                   (in (UK Pound)000's, except per share data)
  <S>                                            <C>                  <C>                  <C>                   <C>  
  REVENUES
     Service income...........................  (UK Pound)25,205     (UK Pound)11,176     (UK Pound)13,087       (UKPound)9,229
     Consulting fee income....................               496                  610                  263                  223
                                               -----------------    -----------------    -----------------    -----------------
                                                          25,701               11,786               13,350                9,452
                                               -----------------    -----------------    -----------------    -----------------
  
  COSTS AND EXPENSES
     Operating................................             9,894                4,405                5,165                3,612
     Selling, general and administrative......            14,818                9,605                7,419                6,394
     Management fees..........................             1,707                1,332                  864                  726
     Depreciation and amortization............            12,189                6,337                6,266                4,848
                                               -----------------    -----------------    -----------------    -----------------
  
                                                          38,608               21,679               19,714               15,580
                                               -----------------    -----------------    -----------------    -----------------
  
  OPERATING LOSS..............................           (12,907)              (9,893)              (6,364)              (6,128)
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense.........................            12,285               11,645                6,234                5,952
     Investment income........................            (4,026)              (7,602)              (1,925)              (2,882)
     Equity in net losses of affiliates.......            10,314                9,640                5,162                3,942
     Exchange losses (gains) and other........             2,168                 (297)              (2,727)              (1,848)
                                               -----------------    -----------------    -----------------    -----------------
                                                          20,741               13,386                6,744                5,164
                                               -----------------    -----------------    -----------------    -----------------
  
  NET LOSS....................................           (33,648)             (23,279)             (13,108)             (11,292)
  
  ACCUMULATED DEFICIT
      Beginning of period ....................          (120,017)             (79,442)            (140,557)             (91,429)
                                               -----------------    -----------------    -----------------    -----------------
  
      End of period...........................((UK Pound)153,665)  ((UK Pound)102,721)  ((UK Pound)153,665)  ((UK Pound)102,721)
                                               =================    =================    =================    =================
  
  
  NET LOSS PER SHARE..........................    ((UK Pound).67)      ((UK Pound).50)      ((UK Pound).26)      ((UK Pound).22)
                                               =================    =================    =================    =================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD....            50,105               46,308               50,105               50,105
                                               =================    =================    =================    =================
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                   Six Months Ended June 30,
                                                                               1997                       1996
                                                                          (UK Pound)000               (UK Pound)000
  <S>                                                                  <C>                          <C>      
  OPERATING ACTIVITIES
      Net loss......................................................   ((UK Pound)33,648)           ((UK Pound)23,279)
       Adjustments to reconcile net loss to net cash provided by 
        (used in) operating activities:
         Depreciation and amortization..............................              12,189                        6,337
         Amortization on foreign exchange contracts.................               1,374                        1,356
         Non-cash interest expense..................................              12,015                       11,506
         Non-cash investment income.................................              (1,149)                      (2,020)
         Exchange losses (gains)....................................               1,780                       (1,605)
         Equity in net losses of affiliates.........................              10,314                        9,640
         Increase in foreign exchange contracts, net................                                               19
                                                                        ----------------            -----------------
                                                                                   2,875                        1,954
  
         Decrease in accounts receivable, other current assets 
            and other ..............................................              (2,272)                        (392)
         Increase (decrease) in accounts payable and accrued 
            expenses ...............................................               1,178                          (46)
         Increase (decrease) in due to affiliates...................               1,187                       (1,540)
                                                                        ----------------            -----------------
  
                Net cash provided by (used in) operating activities.               2,968                          (24)
                                                                        ----------------            -----------------
  
  FINANCING ACTIVITIES
      Repayment of debt.............................................                 (18)                         (19)
                                                                        ----------------            -----------------
  
                Net cash used in financing activities...............                 (18)                         (19)
                                                                        ----------------            -----------------
  
  INVESTING ACTIVITIES
      Acquisition, net of cash acquired.............................                                          (10,306)
      Proceeds from sales of short-term investments, net............              38,161                       18,217
      Capital contributions and loans to affiliates.................              (8,661)                      (7,513)
      Capital expenditures and other................................             (39,437)                     (32,216)
                                                                        ----------------            -----------------
  
                Net cash used in investing activities...............              (9,937)                     (31,818)
                                                                        ----------------            -----------------
  
  DECREASE IN CASH AND CASH EQUIVALENTS.............................              (6,987)                     (31,861)
  
  CASH AND CASH EQUIVALENTS, beginning of period....................              63,314                      162,231
                                                                        ----------------            -----------------
  
  CASH AND CASH EQUIVALENTS, end of period..........................    (UK Pound)56,327            (UK Pound)130,370
                                                                        ================            =================
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1996 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet as of June 30, 1997,  the condensed
       consolidated  statement of operations and  accumulated  deficit for the six
       and  three  months  ended  June  30,  1997  and  1996  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1997
       and 1996 have been  prepared  by Comcast  UK Cable  Partners  Limited  (the
       "Company") and have not been audited by the Company's independent auditors.
       In the opinion of management,  all  adjustments  (which include only normal
       recurring  adjustments) necessary to present fairly the financial position,
       results  of  operations  and cash  flows  as of June  30,  1997 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, 1996 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1997
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In February 1997, the Financial Accounting Standards Board issued Statement
       of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share." This
       statement,   which  clarifies  and  supersedes  the  current  authoritative
       accounting  literature regarding the computation and disclosure of earnings
       per share,  is  effective  for  interim  and annual  periods  ending  after
       December  15, 1997 and may not be applied  earlier.  The  Company  does not
       expect  adoption of this statement to result in significant  changes to the
       Company's calculation or presentation of net loss per share.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1997.
  
  3.   SINGTEL TRANSACTION
  
       In  March  1996,  the  Company  completed  the  acquisition  (the  "Singtel
       Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
       Telecom") 50% interest in Cambridge  Holding  Company  Limited  ("Cambridge
       Cable"),  pursuant to the terms of a Share Exchange  Agreement  executed by
       the parties in December  1995.  In exchange  for  Singapore  Telecom's  50%
       interest in Cambridge Cable and certain loans made to Cambridge Cable, with
       accrued interest thereon,  the Company issued  approximately 8.9 million of
       its Class A Common Shares and paid  approximately (UK Pound)11.8 million to
       Singapore Telecom.  The Company accounted for the Singtel Transaction under
       the purchase method.  As a result of the Singtel  Transaction,  the Company
       owns 100% of Cambridge Cable and Cambridge Cable was consolidated  with the
       Company effective March 31, 1996.
  
       The following  unaudited pro forma information has been presented as if the
       Singtel  Transaction  had occurred on January 1, 1996.  This  unaudited pro
       forma information is based on historical results of operations adjusted for
       acquisition  costs and, in the opinion of  management,  is not  necessarily
       indicative  of what results  would have been had the Company  owned 100% of
       Cambridge  Cable  since  January  1, 1996 (in  thousands,  except per share
       data).
  
                                          5
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
                                                                 Six Months Ended
                                                                   June 30, 1996
  
       Revenues..........................................       (UK Pound)18,009
  
       Net loss..........................................                (25,004)
  
       Net loss per share................................                   (.50)
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company has  historically  invested in three  affiliates  (the  "Equity
       Investees,"  which term excludes  Cambridge  Cable as of and  subsequent to
       March  31,  1996  - see  Note  3):  Birmingham  Cable  Corporation  Limited
       ("Birmingham  Cable"),  Cable  London PLC ("Cable  London")  and  Cambridge
       Cable.  The  Equity  Investees  operate  integrated  cable  communications,
       residential  telephony  and  business  telecommunications  systems in their
       respective  major  metropolitan  areas  under  exclusive  cable  television
       licenses  and  non-exclusive  telecommunications  licenses.  As of June 30,
       1997,  the  Company's  ownership  interest  in the Equity  Investees  is as
       follows:
  
              Birmingham Cable................................27.5%
              Cable London (1)................................50.0%
       ---------------
       (1)  Increased  in  September  1996 from 49.0% due to the buyout of certain
       minority shareholders.
  
       Included in  investments in affiliates as of June 30, 1997 and December 31,
       1996,  are  loans  to  Cable  London  of (UK  Pound)28.5  million  and  (UK
       Pound)22.5  million and accrued  interest of (UK Pound)4.7  million and (UK
       Pound)3.6 million,  respectively. The loans accrue interest at a rate of 2%
       above the published base lending rate of Barclays Bank plc (8.50% effective
       rate as of June 30, 1997) and are  subordinate to the London  Revolver (see
       below).  Of these  loans,  (UK  Pound)21.0  million as of June 30, 1997 and
       December 31, 1996 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 June 30,  1997 are loans to  Birmingham  Cable of (UK
       Pound)1.9 million and accrued interest of (UK Pound)57,000.  The Birmingham
       Cable  loans  accrue  interest  at a rate of 2% above the London  Interbank
       Offered Rate ("LIBOR")  (7.80%  effective rate as of June 30, 1997) and are
       subordinate to Birmingham Cable's credit facility.
  
       In May 1997, Cable London entered into a (UK Pound)170.0  million revolving
       credit facility (the "London  Revolver") with various banks, which converts
       into a five year term loan on June 30, 2001.  Interest  rates on the London
       Revolver are at LIBOR plus 1/2% to 2-3/8%. In May 1997, Cable London repaid
       all  amounts  outstanding  under  its  existing  credit  facility  with the
       proceeds  from  borrowings  under the London  Revolver.  The balance of the
       London Revolver will be used, subject to certain restrictions,  for capital
       expenditures and working capital requirements  relating to the build-out of
       its systems.
  
       The London  Revolver  contains  restrictive  covenants  which  limit  Cable
       London's 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 Cable  London has been  subordinated  to the banks under the
       London  Revolver.  The payment of consulting fees is restricted until Cable
       London meets certain  financial ratio tests under the London  Revolver.  In
       addition,  the Company's shares in Cable London have been pledged to secure
       the London Revolver.
  
                                          6
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  <TABLE>
  <CAPTION>
                                                            Birmingham          Cable         Cambridge
                                                               Cable           London           Cable             Combined
                                                         (UK Pound)000     (UK Pound)000     (UK Pound)000     (UK Pound)000
  <S>                                                  <C>               <C>               <C>                <C>
       SIX MONTHS ENDED JUNE 30, 1997
       Results of operations
           Service income............................  (UK Pound)31,800  (UK Pound)24,693  (UK Pound)         (UK Pound)56,493
           Operating, selling, general and
             administrative expenses.................           (27,645)          (22,294)                             (49,939)
           Depreciation and amortization.............           (13,035)           (8,890)                             (21,925)
           Operating loss............................            (8,880)           (6,491)                             (15,371)
           Net loss..................................           (15,364)          (11,879)                             (27,243)
           Company's equity in net loss..............            (4,295)           (6,019)                             (10,314)
  
       THREE MONTHS ENDED JUNE 30, 1997
       Results of operations
           Service income............................            16,406            13,022                               29,428
           Operating, selling, general and
             administrative expenses.................           (14,191)          (11,258)                             (25,449)
           Depreciation and amortization.............            (6,742)           (4,632)                             (11,374)
           Operating loss............................            (4,527)           (2,868)                              (7,395)
           Net loss..................................            (8,009)           (5,770)                             (13,779)
           Company's equity in net loss..............            (2,237)           (2,925)                              (5,162)
  
       AT JUNE 30, 1997
       Financial position
           Current assets............................            73,068            11,397                               84,465
           Noncurrent assets.........................           247,030           177,114                              424,144
           Current liabilities.......................            31,976            21,796                               53,772
           Noncurrent liabilities....................           200,331           153,694                              354,025
  
       SIX MONTHS ENDED JUNE 30, 1996
       Results of operations
           Service income............................            25,230            18,644             6,401             50,275
           Operating, selling, general and
             administrative expenses.................           (21,441)          (18,648)           (6,366)           (46,455)
           Depreciation and amortization.............            (9,334)           (6,893)           (2,168)           (18,395)
           Operating loss............................            (5,545)           (6,897)           (2,133)           (14,575)
           Net loss..................................            (9,161)          (10,029)           (4,419)           (23,609)
           Company's equity in net loss..............            (2,516)           (4,914)           (2,210)            (9,640)
  
       THREE MONTHS ENDED JUNE 30, 1996
       Results of operations
           Service income............................            12,918             9,523                               22,441
           Operating, selling, general and
             administrative expenses.................           (10,889)           (9,707)                             (20,596)
           Depreciation and amortization.............            (4,780)           (3,564)                              (8,344)
           Operating loss............................            (2,751)           (3,748)                              (6,499)
           Net loss..................................            (4,727)           (5,396)                             (10,123)
           Company's equity in net loss..............            (1,298)           (2,644)                              (3,942)
  </TABLE>
  
                                          7
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  5.   LONG-TERM DEBT
  
       The accreted value of the Company's  11.20% Senior Discount  Debentures due
       2007 (the "2007 Discount  Debentures") was (UK Pound)215.2  million and (UK
       Pound)198.1   million  as  of  June  30,  1997  and   December   31,  1996,
       respectively.  The 2007 Discount Debentures contain  restrictive  covenants
       which limit the Company's ability to pay dividends.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earns  consulting fee income under  consulting  agreements  with the Equity
       Investees.  The consulting fee income is generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas.
  
       The  Company's  right to  receive  certain  consulting  fee  payments  from
       Birmingham Cable and Cable London has been  subordinated to the banks under
       their  credit  facilities.  Accordingly,  a portion of these fees have been
       classified  as long-term  receivables  and are included in  investments  in
       affiliates in the Company's condensed consolidated balance sheet.
  
       Management fee expense is incurred under agreements  between the Company on
       the  one  hand,  and  Comcast   Corporation   ("Comcast"),   the  Company's
       controlling  shareholder,  and Comcast UK Cable Partners  Consulting,  Inc.
       ("Comcast Consulting"),  an indirect wholly owned subsidiary of Comcast, on
       the other,  whereby  Comcast  and  Comcast  Consulting  provide  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management  fees are based on Comcast's and
       Comcast  Consulting's cost of providing such services.  As of June 30, 1997
       and  December  31,  1996,  due to  affiliates  consists  primarily  of this
       management fee and operating expenses paid by Comcast and its affiliates on
       behalf of the Company.
  
       For the six and three  months  ended  June 30,  1997 and  1996,  investment
       income includes (UK Pound)1.1 million, (UK Pound)845,000, (UK Pound)620,000
       and (UK  Pound)415,000  of interest income,  respectively,  relating to the
       loans  to  Birmingham  Cable  and  Cable  London  described  in  Note 4. In
       addition, investment income for the six months ended June 30, 1996 includes
       (UK  Pound)1.2  million of interest  income  relating to loans to Cambridge
       Cable which were eliminated in consolidation  effective March 31, 1996 (see
       Note 3).
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast UK Holdings,  Inc.  which are due in 1999. For the six and three
       months   ended  June  30,  1997  and  1996,   the  Company   recorded   (UK
       Pound)461,000,  (UK Pound)423,000, (UK Pound)237,000 and (UK Pound)216,000,
       respectively, of interest expense relating to such notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more favorable than those with non-affiliated parties.
  
  7.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  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
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  
  
  ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect   controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   is
  principally engaged in the development,  construction,  management and operation
  of  the   interests  of  Comcast  in  the  United   Kingdom   ("UK")  cable  and
  telecommunications  industry.  As of June 30, 1997, the Company has interests in
  four  operations  (the  "Operating  Companies"):  Birmingham  Cable  Corporation
  Limited ("Birmingham Cable"), in which the Company owns a 27.5% interest,  Cable
  London  PLC  ("Cable  London"),  in which  the  Company  owns a 50.0%  interest,
  Cambridge Holding Company Limited ("Cambridge Cable"), in which the Company owns
  a 100% interest and two companies  holding the  franchises  for  Darlington  and
  Teesside, England ("Teesside"), in which the Company owns a 100% interest.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.6  million  homes  and the
  businesses  within their  franchise  areas.  As of June 30, 1997,  the Operating
  Companies'  systems passed more than 1,086,000 homes or approximately 68% of the
  homes in their franchise  areas and served more than 275,000 cable  subscribers,
  314,000   residential   telephony   subscribers  and  9,600  business  telephony
  subscribers.
  
  The Company  accounts  for its  interests in  Birmingham  Cable and Cable London
  under the equity method.  Through March 31, 1996, the Company also accounted for
  its  interest  in  Cambridge   Cable  under  the  equity   method  (see  below).
  Collectively, Birmingham Cable, Cable London and Cambridge Cable are referred to
  herein as the "Equity  Investees" (which term excludes Cambridge Cable as of and
  subsequent to March 31, 1996).
  
  General Developments of Business
  
  Singtel Transaction
  
  In March 1996, the Company completed the acquisition (the "Singtel Transaction")
  of Singapore Telecom  International  Pte.  Limited's  ("Singapore  Telecom") 50%
  interest in Cambridge Cable, pursuant to the terms of a Share Exchange Agreement
  executed by the parties in December  1995. In exchange for  Singapore  Telecom's
  50% interest in Cambridge Cable and certain loans made to Cambridge Cable,  with
  accrued interest  thereon,  the Company issued  approximately 8.9 million of its
  Class A Common Shares and paid approximately (UK Pound)11.8 million to Singapore
  Telecom.  The Company  accounted for the Singtel  Transaction under the purchase
  method.  As a result of the  Singtel  Transaction,  the Company now owns 100% of
  Cambridge Cable and Cambridge Cable was consolidated  with the Company effective
  March 31, 1996.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  shareholders,  as well as proceeds from the Company's initial public offering of
  15.0 million of its Class A Common Shares (net proceeds of $209.4 million or (UK
  Pound)132.6  million) in September  1994 and from the Company's  offering of its
  $517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
  due 2007 (the "2007 Discount Debentures") (net proceeds of $291.1 million or (UK
  Pound)186.9  million) in November 1995.  Interest  accretes on the 2007 Discount
  Debentures at 11.20% per annum compounded  semi-annually  from November 15, 1995
  to November 15, 2000, after which date interest will be paid in cash on each May
  15 and  November 15 through  November  15, 2007.  The 2007  Discount  Debentures
  contain restrictive covenants which limit the Company's  ability
  
                                          9
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  
  
  to pay  dividends.  The  Operating  Companies  have not paid  any  dividends  or
  advances to the Company and are not expected to pay any dividends or advances in
  the foreseeable future.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies will be able to generate positive  operating cash flow,
  (iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
  whether  there  may be  future  acquisitions  and  trades  funded in cash or the
  Company's  shares.   There  are  no  agreements  or  negotiations  for  specific
  significant 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)49.7  million,  (UK Pound)45.8  million,
  (UK  Pound)18.4  million  and (UK  Pound)23.7  million  during the six and three
  months  ended  June 30,  1997 and  1996,  respectively.  Of these  amounts,  (UK
  Pound)8.7 million, (UK Pound)7.5 million and (UK Pound)736,000 relate to capital
  contributions and loans to the Equity Investees during the six months ended June
  30,  1997 and 1996 and the  three  months  ended  June 30,  1997,  respectively.
  Although  the  Company is not  contractually  committed  to make any  additional
  capital contributions or loans to the Equity Investees,  it currently intends to
  fund its share of the amounts necessary for capital  expenditures and to finance
  operating  deficits.  Failure  to do so could  dilute  the  Company's  ownership
  interest in the Equity Investees.
  
  The Company estimates that the Operating  Companies will require an aggregate of
  approximately (UK Pound)320.0  million to (UK Pound)420.0 million after June 30,
  1997 to complete the build-out of their  systems.  Although the Company  expects
  that its strategic and financial  partners in the Equity  Investees will provide
  their share of such funds,  they are not  contractually  obligated to do so, and
  thus no assurance of such funding can be given.  If the Company's  strategic and
  financial partners fail to provide such financing,  the Equity Investees will be
  required to seek additional funds elsewhere. Such additional funds may come from
  the Company,  from new strategic and financial  partners,  from borrowings under
  existing or new credit  facilities or from other sources,  although there can be
  no assurance that any such financing would be available on acceptable  terms and
  conditions.  The Company and its strategic and financial partners generally have
  veto rights over the Equity Investees' debt financing decisions.  Failure of any
  Operating Company to obtain financing necessary to complete the build-out of its
  system could result in the loss of its cable franchises and licenses.
  
  The  Company is exposed to market  risk  including  changes in foreign  currency
  exchange  rates.  To manage the  volatility  relating  to these  exposures,  the
  Company enters into various  derivative  transactions  pursuant to the Company's
  policies in areas such as counterparty exposure and hedging practices. Positions
  are monitored using techniques including market value and sensitivity  analysis.
  The Company  does not hold or issue any  derivative  financial  instruments  for
  trading purposes and is not a party to leveraged  instruments.  The credit risks
  associated with the Company's  derivative  financial  instruments are controlled
  through  the  evaluation  and   monitoring  of  the   creditworthiness   of  the
  counterparties.  Although  the  Company may be exposed to losses in the event of
  nonperformance by the  counterparties,  the Company does not expect such losses,
  if any, to be significant.
  
  The Company has entered into certain  foreign  exchange  option  contracts  ("FX
  Options")  as a normal part of its foreign  currency  risk  management  efforts.
  During  1995,  the Company  entered  into  certain  foreign  exchange put option
  contracts  ("FX Puts") which may be settled only on November 16, 2000.  These FX
  Puts are used to limit the Company's exposure to the risk that the eventual cash
  outflows  related to net monetary  liabilities  denominated in currencies  other
  than its functional currency (the UK Pound Sterling or "UK Pound")  (principally
  the 2007  Discount  Debentures)  are  adversely  affected by changes in exchange
  rates.  As of  June  30,  1997  and  December  31,  1996,  the  Company  has (UK
  Pound)250.0  million notional amount of FX Puts to purchase United States ("US")
  dollars at an exchange ratio of $1.35 per (UK Pound)1.00  (the "Ratio").  The FX
  Puts provide a hedge,  to the extent the  exchange  ratio falls below the Ratio,
  against the Company's net monetary  liabilities  denominated in US dollars since
  gains and losses  realized on the FX Puts are offset  against  foreign  exchange
  gains or losses  realized on the underlying net  liabilities.  Premiums paid for
  the FX Puts of (UK Pound)13.9
  
                                         10
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  
  
  million are included in foreign  exchange put options and other in the Company's
  condensed  consolidated  balance  sheet,  net  of  related  amortization.  These
  premiums  are being  amortized  over the terms of the related  contracts of five
  years.
  
  During 1995, in order to reduce hedging costs, the Company sold foreign exchange
  call option contracts ("FX Calls") to exchange (UK Pound)250.0  million notional
  amount and received (UK Pound)3.4  million.  These contracts may only be settled
  on their expiration dates. Of these contracts,  (UK Pound)200.0 million notional
  amount, with an exchange ratio of $1.70 per (UK Pound)1.00,  expired unexercised
  in November 1996 while the remaining  contract,  with a (UK  Pound)50.0  million
  notional  amount  and an  exchange  ratio of  $1.62  per (UK  Pound)1.00,  has a
  settlement  date in November  2000.  In the fourth  quarter of 1996, in order to
  continue to reduce hedging costs,  the Company sold additional FX Calls, for (UK
  Pound)2.1  million,  to exchange  (UK  Pound)200.0  million  notional  amount at
  average exchange ratio of $1.75 per (UK Pound)1.00.  These contracts may only be
  settled on their  expiration  dates  during the fourth  quarter of 1997.  The FX
  Calls  are  marked-to-market  on a  current  basis  in the  Company's  condensed
  consolidated statement of operations and accumulated deficit.
  
  Changes  in fair  value  between  measurement  dates  relating  to the FX  Calls
  resulted in exchange (gains) losses of ((UK Pound)3.8) million,  ((UK Pound)1.6)
  million,  ((UK  Pound)622,000)  and (UK Pound)205,000  during the six months and
  three months ended June 30, 1997 and 1996, respectively.
  
  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 to obtain external  financing,  although there can be no
  assurance  that any such  financing  will be available on  acceptable  terms and
  conditions.  The Company  believes that its existing cash, cash  equivalents and
  short-term investments will be sufficient to fund the Company's expected capital
  contributions  and  loans to  Birmingham  Cable  and  Cable  London  and to fund
  development  and  construction  costs  for  Cambridge  Cable and  Teesside  (see
  discussion of the Operating Companies' financing assumptions below).
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic  and  financial  partners  and cash from the  issuance  of  Birmingham
  Cable's  preference shares. In July 1997, the preference  shareholder  exercised
  its option to require Birmingham Cable to purchase its shareholding. The Company
  funded the  redemption of the  preference  shares with the proceeds from its (UK
  Pound)175.0  million  revolving credit facility (the "Birmingham  Facility") and
  restricted cash and settled its five year (UK Pound)175.0  million interest rate
  exchange agreement with Barclays Bank PLC.
  
  The Company estimates that approximately (UK Pound)25.0 million will be required
  between  July 1,  1997  and  December  31,  1997  to  continue  development  and
  construction of Birmingham Cable's  cable/telephony  network.  An additional (UK
  Pound)20.0  million to (UK  Pound)40.0  million is  expected  to be  required to
  complete  the  build-out  in  subsequent  years.  The Company  expects  that the
  majority  of such funds will be  provided  by  borrowings  under the  Birmingham
  Facility.  Any additional funding may come from the Company or its strategic and
  financial  partners,  borrowings  under  new  credit  facilities  or from  other
  sources,  although  there can be no assurance  that any such  financing  will be
  available on acceptable terms and conditions.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial partner and borrowings under its credit facilities. In May 1997, Cable
  London entered into a (UK  Pound)170.0  million  revolving  credit facility (the
  "London Revolver") with various banks, which converts into a five year term loan
  on June 30,  2001.  Interest  rates on the  London  Revolver  are at the  London
  Interbank  Offered Rate ("LIBOR") plus 1/2% to 2-3/8%. In May 1997, Cable London
  repaid all amounts  outstanding  under its  existing  credit  facility  with the
  proceeds from borrowings  under the London  Revolver.  The balance of the London
  Revolver  will be used by Cable  London,  subject to certain  restrictions,  for
  capital expenditures and working capital requirements  relating to the build-out
  of its systems.
  
                                         11
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  
  The London Revolver  contains  restrictive  covenants which limit Cable London's
  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 Cable London has been subordinated
  to the banks  under the  London  Revolver.  The  payment of  consulting  fees is
  restricted  until Cable London  meets  certain  financial  ratio tests under the
  London  Revolver.  In addition,  the Company's  shares in Cable London have been
  pledged to secure the London Revolver.
  
  The Company estimates that approximately (UK Pound)16.0 million will be required
  between  July 1,  1997  and  December  31,  1997  to  continue  development  and
  construction  of Cable  London's  cable/telephony  network.  An  additional  (UK
  Pound)80.0  million to (UK  Pound)100.0  million is  expected  to be required to
  complete  the  build-out  in  subsequent  years.  The Company  expects  that the
  majority of such funds will be provided by the London  Revolver.  Any additional
  funding  may come from the  Company  or its  strategic  and  financial  partner,
  borrowings under new credit facilities or from other sources, although there can
  be no assurance that any such  financing  will be available on acceptable  terms
  and conditions.
  
  Cambridge Cable.  Prior to the Singtel  Transaction,  Cambridge  Cable's primary
  source of funding had been capital  contributions and loans from the Company and
  Singapore  Telecom.  The Company  estimates  that  approximately  (UK Pound)17.0
  million will be required  between July 1, 1997 and December 31, 1997 to continue
  development and construction of Cambridge Cable's  cable/telephony  network.  An
  additional (UK Pound)90.0  million to (UK Pound)120.0  million is expected to be
  required to complete the build-out in subsequent years. The Company expects that
  such  funds  will be  provided  by the  Company,  borrowings  under  new  credit
  facilities,  which Cambridge Cable is currently seeking,  or from other sources,
  although  there can be no assurance that any such financing will be available on
  acceptable terms and conditions.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)26.0  million will be required  between July 1, 1997 and December 31, 1997
  to continue development and construction of Teesside's  cable/telephony network.
  An additional (UK Pound)50.0 million to (UK Pound)70.0 million is expected to be
  required to complete the build-out in subsequent years. The Company expects that
  such  funds  will be  provided  by the  Company,  borrowings  under  new  credit
  facilities, which Teesside is currently seeking, or from other sources, although
  there  can be no  assurance  that  any  such  financing  will  be  available  on
  acceptable terms and conditions.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  decreased (UK Pound)7.0  million as of June 30, 1997
  from December 31, 1996 and decreased (UK Pound)31.9  million as of June 30, 1996
  from  December  31,  1995.  Decreases  in cash  and cash  equivalents  primarily
  resulted  from cash flows from  operating  and  investing  activities  which are
  explained below.
  
  Net cash provided by operating  activities amounted to (UK Pound)3.0 million for
  the six  months  ended June 30,  1997.  The  increase  in net cash  provided  by
  operating  activities  as compared to the prior year period is primarily  due to
  changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
  disbursements.
  
  Net  cash  used in  investing  activities  was  (UK  Pound)9.9  million  and (UK
  Pound)31.8   million  for  the  six  months   ended  June  30,  1997  and  1996,
  respectively.  During  the six  months  ended  June 30,  1997,  net cash used in
  investing  activities includes capital  expenditures and other of (UK Pound)39.4
  million and  capital  contributions  and loans to  affiliates  of (UK  Pound)8.7
  million,  offset by proceeds  from the sales of  short-term  investments  of (UK
  Pound)38.2 million.  During the six months ended June 30, 1996, net cash used in
  investing  activities  includes  the  acquisition  of  Cambridge  Cable  of  (UK
  Pound)10.3 million, net of cash acquired,  capital expenditures and other of (UK
  Pound)32.2  million and capital  contributions  and loans to  affiliates  of (UK
  Pound)7.5 million,  offset by proceeds from the sales of short-term  investments
  of (UK Pound)18.2 million.
  
                                         12
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  
  
  Results of Operations
  
  The Company
  
  The Company  recognized  net losses of (UK  Pound)33.6  million,  (UK Pound)23.3
  million, (UK Pound)13.1 million and (UK Pound)11.3 million for the six and three
  months ended June 30, 1997 and 1996, respectively, representing increases of (UK
  Pound)10.3 million or 44% and (UK Pound)1.8 million or 16% from 1996 as compared
  to the same periods in 1997.  The increases in the Company's net loss are due to
  the effects of the Singtel  Transaction,  decreases in investment  income due to
  the effects of lower average cash and short-term investment balances, the impact
  of  fluctuations  in the  valuation  of  the  UK  Pound  on  the  2007  Discount
  Debentures,  which are denominated in US Dollars, and on the Company's FX Calls,
  and the Company recognizing its proportionate share of the Equity Investees' net
  losses.
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative  expenses and depreciation and amortization
  expense for the six and three  months  ended June 30,  1997,  as compared to the
  same periods in 1996, are attributable to the effects of the Singtel Transaction
  and the effects of the  continuing  construction  of Teesside's  cable/telephony
  network.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income is generally  based on a percentage of gross revenues or a
  fixed amount per dwelling unit in the Equity Investees' franchise areas.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
  Consulting"),  an indirect  wholly owned  subsidiary  of Comcast,  on the other,
  whereby Comcast and Comcast Consulting provide consulting services to the Equity
  Investees on behalf of the Company and management services to the Company.  Such
  management  fees  are  based  on  Comcast's  and  Comcast  Consulting's  cost of
  providing such services.
  
  Interest  expense for the six and three  months ended June 30, 1997 and 1996 was
  (UK Pound)12.3 million,  (UK Pound)11.6  million,  (UK Pound)6.2 million and (UK
  Pound)6.0 million, respectively,  representing increases of (UK Pound)700,000 or
  6% and (UK  Pound)200,000  or 3% from 1996 as  compared  to the same  periods in
  1997. The increases are primarily attributable to the compounding of interest on
  the 2007 Discount  Debentures and the effects of foreign currency  exchange rate
  fluctuations.
  
  Investment  income for the six and three months ended June 30, 1997 and 1996 was
  (UK Pound)4.0  million,  (UK Pound)7.6  million,  (UK Pound)1.9  million and (UK
  Pound)2.9 million, respectively, representing decreases of (UK Pound)3.6 million
  or 47% and (UK  Pound)1.0  million  or 34%  from  1996 as  compared  to the same
  periods in 1997.  The decreases are primarily  attributable  to the decreases in
  the average balance of cash, cash equivalents and short-term investments held by
  the Company  during 1997 as compared to the same periods in 1996 and the effects
  of the Singtel Transaction.
  
  Equity in net losses of  affiliates  for the six and three months ended June 30,
  1997 and 1996 was (UK Pound)10.3 million,  (UK Pound)9.6 million,  (UK Pound)5.2
  million and (UK Pound)3.9 million,  respectively,  representing increases of (UK
  Pound)700,000  or 7% and (UK  Pound)1.3  million or 33% from 1996 as compared to
  the same periods in 1997. The increases are attributable to increases in the net
  losses of  Birmingham  Cable  and Cable  London,  offset by the  effects  of the
  Singtel Transaction.
  
  Net  exchange  losses  (gains) and other  expenses  for the six and three months
  ended June 30, 1997 and 1996 were (UK Pound)2.2  million,  ((UK  Pound)297,000),
  ((UK Pound)2.7) million and ((UK Pound)1.8) million, respectively,  representing
  changes of (UK Pound)2.5 million and ((UK  Pound)900,000)  from 1996 as compared
  to the same periods in 1997.  These changes  primarily result from the impact of
  fluctuations  in the valuation of the UK Pound on the 2007 Discount  Debentures,
  which  are  denominated  in US  Dollars,  and on the  Company's  FX  Calls.  The
  Company's  results of  operations  will continue to be affected by exchange rate
  fluctuations.
  
                                         13
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  
  The Operating Companies
  
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating  Companies' results of operations for the six and three
  months  ended June 30,  1997 and 1996 is based on their  proportionate  combined
  results of operations.  Such  proportionate  combined results of operations have
  been  derived  from the  financial  statements  of the  Company  and the  Equity
  Investees,  after giving effect to the Company's  ownership interests in each of
  the  Operating  Companies  as of  June  30,  1997.  The  Company  believes  that
  presentation  of  proportionate   combined  financial  data,   although  not  in
  accordance  with  generally  accepted  accounting  principles,  facilitates  the
  understanding  and  assessment  of its operating  performance  since the Company
  accounts for its interests in Birmingham Cable, Cable London and Cambridge Cable
  (through March 31, 1996) under the equity  method.  The results of operations of
  Teesside and Cambridge  Cable  (subsequent  to March 31, 1996) are  consolidated
  with those of the Company.
  
  The  Operating  Companies  account  for costs  and  expenses  applicable  to the
  construction and operation of their cable  telecommunications  systems under the
  provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
  "Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
  the period  while a system is  partially  under  construction  and  partially in
  service (the "Prematurity Period"), costs of telecommunications plant, including
  materials,   direct   labor   and   construction   overhead   are   capitalized.
  Subscriber-related  costs and general and  administrative  costs are expensed as
  incurred.  Costs incurred in anticipation of servicing a fully operating  system
  that  will not vary  regardless  of the  number  of  subscribers  are  partially
  expensed and partially  capitalized  based upon the percentage of average actual
  or  estimated  subscribers,  whichever  is  greater,  to  the  total  number  of
  subscribers  expected at the end of the  Prematurity  Period  (the  "Fraction").
  During the Prematurity Period, depreciation and amortization of system assets is
  determined  by  multiplying  the  depreciation  and  amortization  of the  total
  capitalized  system assets expected at the end of the Prematurity  Period by the
  Fraction. At the end of the Prematurity Period, depreciation and amortization of
  system assets is based on the remaining undepreciated cost at that date.
  
  Proportionate combined service income was (UK Pound)46.3 million, (UK Pound)33.8
  million, (UK Pound)24.1 million and (UK Pound)17.5 million for the six and three
  months ended June 30, 1997 and 1996, respectively, representing increases of (UK
  Pound)12.5 million or 37% and (UK Pound)6.6 million or 38% from 1996 as compared
  to the same periods in 1997.  Substantially  all of the growth in service income
  was due to  increases  in the  number  of  cable  communications  and  telephony
  subscribers,  primarily as a result of additional  homes  passed.  Approximately
  one-half of the Operating Companies' service income for the six and three months
  ended  June 30,  1997 and 1996 is  derived  from  monthly  subscription  charges
  relating primarily to cable communications  services and approximately  one-half
  of their  service  income  for these  periods is  derived  primarily  from usage
  charges relating to telephony services.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK Pound)43.6 million,  (UK Pound)35.1 million, (UK Pound)22.2 million and
  (UK  Pound)17.9  million  for the six and three  months  ended June 30, 1997 and
  1996,  respectively,  representing increases of (UK Pound)8.5 million or 24% and
  (UK Pound)4.3  million or 24% from 1996 as compared to the same periods in 1997.
  Substantially   all  of  the  increases  were   attributable  to  the  continued
  development  of  Teesside's  and  Cambridge  Cable's  operations  and  increased
  business  activity  resulting from the growth in the number of  subscribers  and
  development of the Operating Companies' franchise areas.
  
  Proportionate  combined depreciation and amortization expense was (UK Pound)19.6
  million,  (UK  Pound)14.0  million,  (UK  Pound)10.1  million and (UK  Pound)7.7
  million for the six and three months ended June 30, 1997 and 1996, respectively,
  representing increases of (UK Pound)5.6 million or 40% and (UK Pound)2.4 million
  or 31% from 1996 as compared to the same periods in 1997.  These  increases were
  due to certain of the  Operating  Companies'  discrete  build areas ending their
  Prematurity  Periods as set out under SFAS No. 51, as well as an increase in the
  percentage  used to calculate  depreciation  expense as a result of an increased
  number of  subscribers  in those  discrete  franchise  areas  remaining in their
  Prematurity Period.
  
  Proportionate   combined  interest  expense  was  (UK  Pound)10.2  million,  (UK
  Pound)8.6  million,  (UK Pound)5.2 million and (UK Pound)4.4 million for the six
  and  three  months  ended  June 30,  1997 and 1996,  respectively,  representing
  increases of (UK Pound)1.6 million or 19% and (UK Pound)800,000
  
                                         14
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  
  
  or 18% from 1996 as compared to the same  periods in 1997.  The  increases  were
  primarily  attributable  to additional  loans from  shareholders  and borrowings
  under credit facilities.
  
  Proportionate   combined  investment  income  was  (UK  Pound)1.0  million,  (UK
  Pound)1.6 million, (UK Pound)443,000 and (UK Pound)772,000 for the six and three
  months ended June 30, 1997 and 1996, respectively, representing decreases of (UK
  Pound)600,000  or 38% and (UK  Pound)329,000 or 43% from 1996 as compared to the
  same  periods in 1997.  The  decreases  were  attributable  to a decrease in the
  average  balance  of cash,  cash  equivalents  and  restricted  cash held by the
  Operating  Companies  during the six and three months  ended June 30,  1997,  as
  compared to the same periods in 1996.
  
  
  
  
                                         15
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  
  
  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 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
  At the Annual Meeting on June 19, 1997, the shareholders  approved the following
  proposals:
  
       1.   To elect ten  directors  to serve for the ensuing year and until their
            respective successors shall have been duly elected and qualified.
  <TABLE>
  <CAPTION>
                Director                Class of Stock                      For                  Withheld
  
  <S>                                     <C>                         <C>                      <C>    
           Ralph J. Roberts                 Class A                      34,142,229               256,415
                                            Class B                     128,726,050
  
           Julian A. Brodsky                Class A                      34,145,309               253,335
                                            Class B                     128,726,050
  
           Brian L. Roberts                 Class A                      34,145,309               253,335
                                            Class B                     128,726,050
  
           John R. Alchin                   Class A                      34,145,309               253,335
                                            Class B                     128,726,050
  
           Robert B. Clasen                 Class A                      34,142,909               255,735
                                            Class B                     128,726,050
  
           Lawrence S. Smith                Class A                      34,145,309               253,335
                                            Class B                     128,726,050
  
           Jonathan Perry                   Class A                      34,199,559               199,085
                                            Class B                     128,726,050
  
           Howard H. Newman                 Class A                      34,199,559               199,085
                                            Class B                     128,726,050
  
           Jeffrey A. Harris                Class A                      34,199,559               199,085
                                            Class B                     128,726,050
  
           H. Brian Thompson                Class A                      34,201,959               196,685
                                            Class B                     128,726,050
  </TABLE>
  
       2.   To appoint Deloitte & Touche LLP as the Company's independent auditors
            for the 1997 fiscal year.
  
           Class of Stock           For           Against         Abstain
             Class A            34,352,119         41,550          4,975
             Class B           128,726,050
  
                                         16
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  
  
       3.   To receive  and adopt  financial  statements  of the  Company  and the
            auditors' report thereon for the 1996 fiscal year.
  
           Class of Stock          For               Against           Abstain
             Class A           34,384,339             7,480             6,825
             Class B          128,726,050
  
  ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K
  
                 (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                      27.1 Financial Data Schedule.
  
                 (b)  Reports on Form 8-K - none.
  
  
  
  
  
  
                                         17
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                        COMCAST UK CABLE PARTNERS LIMITED
                                        ------------------------------------------
  
  
  
  
  
  
                                         /s/ John R. Alchin
                                         -----------------------------------------
                                         John R. Alchin
                                         Senior Vice President and
                                         Treasurer
                                         (Principal Financial Officer)
  
  
  
  Date: August 13, 1997
  
                                         18
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 75444}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST UK CABLE PARTNERS LTD", "cik": "0000919957", "assigned-sic": "4841", "irs-number": "000000000", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-24792", "film-number": "97658334"}, "business-address": {"street1": "2 CHURCH ST W", "street2": "CLARENDON HOUSE", "city": "HAMILTON HM 11 BERMU", "state": "D0", "phone": "8092955950"}, "mail-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                    JUNE 30, 1997
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
             Bermuda                                     Not Applicable
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)
  
          Clarendon House                             Comcast Corporation
        2 Church Street West                      1500 Market Street, 35th Floor
      Hamilton, HM 11, Bermuda                     Philadelphia, PA 19102-2148
           (809) 295-5950                                (215) 665-1700
  --------------------------------------------------------------------------------
    (Address, including zip code,              (Name, address, including zip code,
        and telephone number,                    and telephone number, including 
  including area code, of Registrant's           area code, of agent for service)
      principal executive offices) 
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                             No ____
                             --------------------------
  
  As of June 30, 1997,  there were 37,231,997 Class A Common Shares and 12,872,605
  Class B Common Shares outstanding.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of June 30, 1997 and December 31,
                      1996 (Unaudited)...........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1997 and 1996 (Unaudited)..................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1997 and 1996 (Unaudited)..................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).........................5-8
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations..............................................9-15
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.........................................16
  
            Item 4.   Submission of Matters to a Vote of 
                      Security Holders.......................................16-17
  
            Item 6.   Exhibits and Reports on Form 8-K..........................17
  
            SIGNATURE...........................................................18
  
                         -----------------------------------
  
  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.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  June 30,                 December 31,
                                                                                   1997                       1996
                                                                               (in (UK Pound)000's, except share data)
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents........................................... (UK Pound)56,327           (UK Pound)63,314
     Short-term investments..............................................           23,305                     61,466
     Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)1,714 and (UK Pound)1,338...............................            3,700                      2,922
     Other current assets................................................            5,394                      5,359
                                                                           ---------------            ---------------
         Total current assets............................................           88,726                    133,061
                                                                           ---------------            ---------------
  
  INVESTMENTS IN AFFILIATES..............................................           70,416                     69,472
                                                                           ---------------            ---------------
  
  PROPERTY AND EQUIPMENT.................................................          270,588                    232,112
     Accumulated depreciation ...........................................          (22,800)                   (13,765)
                                                                           ---------------            ---------------
     Property and equipment, net.........................................          247,788                    218,347
                                                                           ---------------            ---------------
  
  DEFERRED CHARGES.......................................................           61,328                     60,867
     Accumulated amortization............................................          (11,197)                    (8,379)
                                                                           ---------------            ---------------
     Deferred charges, net...............................................           50,131                     52,488
                                                                           ---------------            ---------------
  
  FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net............................            9,628                     11,002
                                                                           ---------------            ---------------
                                                                         (UK Pound)466,689          (UK Pound)484,370
                                                                          ================           ================
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses............................... (UK Pound)24,264           (UK Pound)23,086
     Current portion of long-term debt...................................            1,442                      1,463
     Foreign exchange call options.......................................            1,000                      4,086
     Due to affiliates...................................................            1,863                        676
                                                                           ---------------            ---------------
         Total current liabilities.......................................           28,569                     29,311
                                                                           ---------------            ---------------
  
  LONG-TERM DEBT, less current portion...................................          219,579                    202,626
                                                                           ---------------            ---------------
  
  FOREIGN EXCHANGE CALL OPTIONS..........................................            2,374                      3,079
                                                                           ---------------            ---------------
  
  LONG-TERM DEBT, due to shareholder.....................................           10,783                     10,322
                                                                           ---------------            ---------------
  
  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.................................................         (153,665)                  (120,017)
                                                                           ---------------            ---------------
         Total shareholders' equity......................................          205,384                    239,032
                                                                           ---------------            ---------------
                                                                         (UK Pound)466,689          (UK Pound)484,370
                                                                          ================           ================
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  Six Months Ended                         Three Months Ended
                                                                 June 30,                                  June 30,
                                                        1997                 1996                 1997                 1996
                                                                   (in (UK Pound)000's, except per share data)
  REVENUES
     Service income...........................  (UK Pound)25,205     (UK Pound)11,176     (UK Pound)13,087       (UKPound)9,229
     Consulting fee income....................               496                  610                  263                  223
                                               -----------------    -----------------    -----------------    -----------------
                                                          25,701               11,786               13,350                9,452
                                               -----------------    -----------------    -----------------    -----------------
  
  COSTS AND EXPENSES
     Operating................................             9,894                4,405                5,165                3,612
     Selling, general and administrative......            14,818                9,605                7,419                6,394
     Management fees..........................             1,707                1,332                  864                  726
     Depreciation and amortization............            12,189                6,337                6,266                4,848
                                               -----------------    -----------------    -----------------    -----------------
  
                                                          38,608               21,679               19,714               15,580
                                               -----------------    -----------------    -----------------    -----------------
  
  OPERATING LOSS..............................           (12,907)              (9,893)              (6,364)              (6,128)
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense.........................            12,285               11,645                6,234                5,952
     Investment income........................            (4,026)              (7,602)              (1,925)              (2,882)
     Equity in net losses of affiliates.......            10,314                9,640                5,162                3,942
     Exchange losses (gains) and other........             2,168                 (297)              (2,727)              (1,848)
                                               -----------------    -----------------    -----------------    -----------------
                                                          20,741               13,386                6,744                5,164
                                               -----------------    -----------------    -----------------    -----------------
  
  NET LOSS....................................           (33,648)             (23,279)             (13,108)             (11,292)
  
  ACCUMULATED DEFICIT
      Beginning of period ....................          (120,017)             (79,442)            (140,557)             (91,429)
                                               -----------------    -----------------    -----------------    -----------------
  
      End of period...........................((UK Pound)153,665)  ((UK Pound)102,721)  ((UK Pound)153,665)  ((UK Pound)102,721)
                                               =================    =================    =================    =================
  
  NET LOSS PER SHARE..........................    ((UK Pound).67)      ((UK Pound).50)      ((UK Pound).26)      ((UK Pound).22)
                                               =================    =================    =================    =================
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD....            50,105               46,308               50,105               50,105
                                               =================    =================    =================    =================
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  Six Months Ended June 30,
                                                                               1997                       1996
                                                                          (UK Pound)000               (UK Pound)000
  OPERATING ACTIVITIES
      Net loss......................................................   ((UK Pound)33,648)           ((UK Pound)23,279)
       Adjustments to reconcile net loss to net cash provided by 
        (used in) operating activities:
         Depreciation and amortization..............................              12,189                        6,337
         Amortization on foreign exchange contracts.................               1,374                        1,356
         Non-cash interest expense..................................              12,015                       11,506
         Non-cash investment income.................................              (1,149)                      (2,020)
         Exchange losses (gains)....................................               1,780                       (1,605)
         Equity in net losses of affiliates.........................              10,314                        9,640
         Increase in foreign exchange contracts, net................                                               19
                                                                        ----------------            -----------------
                                                                                   2,875                        1,954
  
         Decrease in accounts receivable, other current assets 
            and other ..............................................              (2,272)                        (392)
         Increase (decrease) in accounts payable and accrued 
            expenses ...............................................               1,178                          (46)
         Increase (decrease) in due to affiliates...................               1,187                       (1,540)
                                                                        ----------------            -----------------
  
                Net cash provided by (used in) operating activities.               2,968                          (24)
                                                                        ----------------            -----------------
  
  FINANCING ACTIVITIES
      Repayment of debt.............................................                 (18)                         (19)
                                                                        ----------------            -----------------
  
                Net cash used in financing activities...............                 (18)                         (19)
                                                                        ----------------            -----------------
  
  INVESTING ACTIVITIES
      Acquisition, net of cash acquired.............................                                          (10,306)
      Proceeds from sales of short-term investments, net............              38,161                       18,217
      Capital contributions and loans to affiliates.................              (8,661)                      (7,513)
      Capital expenditures and other................................             (39,437)                     (32,216)
                                                                        ----------------            -----------------
  
                Net cash used in investing activities...............              (9,937)                     (31,818)
                                                                        ----------------            -----------------
  
  DECREASE IN CASH AND CASH EQUIVALENTS.............................              (6,987)                     (31,861)
  
  CASH AND CASH EQUIVALENTS, beginning of period....................              63,314                      162,231
                                                                        ----------------            -----------------
  
  CASH AND CASH EQUIVALENTS, end of period..........................    (UK Pound)56,327            (UK Pound)130,370
                                                                        ================            =================
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1996 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet as of June 30, 1997,  the condensed
       consolidated  statement of operations and  accumulated  deficit for the six
       and  three  months  ended  June  30,  1997  and  1996  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1997
       and 1996 have been  prepared  by Comcast  UK Cable  Partners  Limited  (the
       "Company") and have not been audited by the Company's independent auditors.
       In the opinion of management,  all  adjustments  (which include only normal
       recurring  adjustments) necessary to present fairly the financial position,
       results  of  operations  and cash  flows  as of June  30,  1997 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, 1996 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1997
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In February 1997, the Financial Accounting Standards Board issued Statement
       of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share." This
       statement,   which  clarifies  and  supersedes  the  current  authoritative
       accounting  literature regarding the computation and disclosure of earnings
       per share,  is  effective  for  interim  and annual  periods  ending  after
       December  15, 1997 and may not be applied  earlier.  The  Company  does not
       expect  adoption of this statement to result in significant  changes to the
       Company's calculation or presentation of net loss per share.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1997.
  
  3.   SINGTEL TRANSACTION
  
       In  March  1996,  the  Company  completed  the  acquisition  (the  "Singtel
       Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
       Telecom") 50% interest in Cambridge  Holding  Company  Limited  ("Cambridge
       Cable"),  pursuant to the terms of a Share Exchange  Agreement  executed by
       the parties in December  1995.  In exchange  for  Singapore  Telecom's  50%
       interest in Cambridge Cable and certain loans made to Cambridge Cable, with
       accrued interest thereon,  the Company issued  approximately 8.9 million of
       its Class A Common Shares and paid  approximately (UK Pound)11.8 million to
       Singapore Telecom.  The Company accounted for the Singtel Transaction under
       the purchase method.  As a result of the Singtel  Transaction,  the Company
       owns 100% of Cambridge Cable and Cambridge Cable was consolidated  with the
       Company effective March 31, 1996.
  
       The following  unaudited pro forma information has been presented as if the
       Singtel  Transaction  had occurred on January 1, 1996.  This  unaudited pro
       forma information is based on historical results of operations adjusted for
       acquisition  costs and, in the opinion of  management,  is not  necessarily
       indicative  of what results  would have been had the Company  owned 100% of
       Cambridge  Cable  since  January  1, 1996 (in  thousands,  except per share
       data).
  
                                          5
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
                                                                 Six Months Ended
                                                                   June 30, 1996
  
       Revenues..........................................       (UK Pound)18,009
  
       Net loss..........................................                (25,004)
  
       Net loss per share................................                   (.50)
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company has  historically  invested in three  affiliates  (the  "Equity
       Investees,"  which term excludes  Cambridge  Cable as of and  subsequent to
       March  31,  1996  - see  Note  3):  Birmingham  Cable  Corporation  Limited
       ("Birmingham  Cable"),  Cable  London PLC ("Cable  London")  and  Cambridge
       Cable.  The  Equity  Investees  operate  integrated  cable  communications,
       residential  telephony  and  business  telecommunications  systems in their
       respective  major  metropolitan  areas  under  exclusive  cable  television
       licenses  and  non-exclusive  telecommunications  licenses.  As of June 30,
       1997,  the  Company's  ownership  interest  in the Equity  Investees  is as
       follows:
  
              Birmingham Cable................................27.5%
              Cable London (1)................................50.0%
       ---------------
       (1)  Increased  in  September  1996 from 49.0% due to the buyout of certain
       minority shareholders.
  
       Included in  investments in affiliates as of June 30, 1997 and December 31,
       1996,  are  loans  to  Cable  London  of (UK  Pound)28.5  million  and  (UK
       Pound)22.5  million and accrued  interest of (UK Pound)4.7  million and (UK
       Pound)3.6 million,  respectively. The loans accrue interest at a rate of 2%
       above the published base lending rate of Barclays Bank plc (8.50% effective
       rate as of June 30, 1997) and are  subordinate to the London  Revolver (see
       below).  Of these  loans,  (UK  Pound)21.0  million as of June 30, 1997 and
       December 31, 1996 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 June 30,  1997 are loans to  Birmingham  Cable of (UK
       Pound)1.9 million and accrued interest of (UK Pound)57,000.  The Birmingham
       Cable  loans  accrue  interest  at a rate of 2% above the London  Interbank
       Offered Rate ("LIBOR")  (7.80%  effective rate as of June 30, 1997) and are
       subordinate to Birmingham Cable's credit facility.
  
       In May 1997, Cable London entered into a (UK Pound)170.0  million revolving
       credit facility (the "London  Revolver") with various banks, which converts
       into a five year term loan on June 30, 2001.  Interest  rates on the London
       Revolver are at LIBOR plus 1/2% to 2-3/8%. In May 1997, Cable London repaid
       all  amounts  outstanding  under  its  existing  credit  facility  with the
       proceeds  from  borrowings  under the London  Revolver.  The balance of the
       London Revolver will be used, subject to certain restrictions,  for capital
       expenditures and working capital requirements  relating to the build-out of
       its systems.
  
       The London  Revolver  contains  restrictive  covenants  which  limit  Cable
       London's 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 Cable  London has been  subordinated  to the banks under the
       London  Revolver.  The payment of consulting fees is restricted until Cable
       London meets certain  financial ratio tests under the London  Revolver.  In
       addition,  the Company's shares in Cable London have been pledged to secure
       the London Revolver.
  
                                          6
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  Birmingham          Cable         Cambridge
                                                               Cable           London           Cable             Combined
                                                         (UK Pound)000     (UK Pound)000     (UK Pound)000     (UK Pound)000
  SIX MONTHS ENDED JUNE 30, 1997
       Results of operations
           Service income............................  (UK Pound)31,800  (UK Pound)24,693  (UK Pound)         (UK Pound)56,493
           Operating, selling, general and
             administrative expenses.................           (27,645)          (22,294)                             (49,939)
           Depreciation and amortization.............           (13,035)           (8,890)                             (21,925)
           Operating loss............................            (8,880)           (6,491)                             (15,371)
           Net loss..................................           (15,364)          (11,879)                             (27,243)
           Company's equity in net loss..............            (4,295)           (6,019)                             (10,314)
  
       THREE MONTHS ENDED JUNE 30, 1997
       Results of operations
           Service income............................            16,406            13,022                               29,428
           Operating, selling, general and
             administrative expenses.................           (14,191)          (11,258)                             (25,449)
           Depreciation and amortization.............            (6,742)           (4,632)                             (11,374)
           Operating loss............................            (4,527)           (2,868)                              (7,395)
           Net loss..................................            (8,009)           (5,770)                             (13,779)
           Company's equity in net loss..............            (2,237)           (2,925)                              (5,162)
  
       AT JUNE 30, 1997
       Financial position
           Current assets............................            73,068            11,397                               84,465
           Noncurrent assets.........................           247,030           177,114                              424,144
           Current liabilities.......................            31,976            21,796                               53,772
           Noncurrent liabilities....................           200,331           153,694                              354,025
  
       SIX MONTHS ENDED JUNE 30, 1996
       Results of operations
           Service income............................            25,230            18,644             6,401             50,275
           Operating, selling, general and
             administrative expenses.................           (21,441)          (18,648)           (6,366)           (46,455)
           Depreciation and amortization.............            (9,334)           (6,893)           (2,168)           (18,395)
           Operating loss............................            (5,545)           (6,897)           (2,133)           (14,575)
           Net loss..................................            (9,161)          (10,029)           (4,419)           (23,609)
           Company's equity in net loss..............            (2,516)           (4,914)           (2,210)            (9,640)
  
       THREE MONTHS ENDED JUNE 30, 1996
       Results of operations
           Service income............................            12,918             9,523                               22,441
           Operating, selling, general and
             administrative expenses.................           (10,889)           (9,707)                             (20,596)
           Depreciation and amortization.............            (4,780)           (3,564)                              (8,344)
           Operating loss............................            (2,751)           (3,748)                              (6,499)
           Net loss..................................            (4,727)           (5,396)                             (10,123)
           Company's equity in net loss..............            (1,298)           (2,644)                              (3,942)
  7
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  5.   LONG-TERM DEBT
  
       The accreted value of the Company's  11.20% Senior Discount  Debentures due
       2007 (the "2007 Discount  Debentures") was (UK Pound)215.2  million and (UK
       Pound)198.1   million  as  of  June  30,  1997  and   December   31,  1996,
       respectively.  The 2007 Discount Debentures contain  restrictive  covenants
       which limit the Company's ability to pay dividends.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
       earns  consulting fee income under  consulting  agreements  with the Equity
       Investees.  The consulting fee income is generally based on a percentage of
       gross revenues or a fixed amount per dwelling unit in the Equity Investees'
       franchise areas.
  
       The  Company's  right to  receive  certain  consulting  fee  payments  from
       Birmingham Cable and Cable London has been  subordinated to the banks under
       their  credit  facilities.  Accordingly,  a portion of these fees have been
       classified  as long-term  receivables  and are included in  investments  in
       affiliates in the Company's condensed consolidated balance sheet.
  
       Management fee expense is incurred under agreements  between the Company on
       the  one  hand,  and  Comcast   Corporation   ("Comcast"),   the  Company's
       controlling  shareholder,  and Comcast UK Cable Partners  Consulting,  Inc.
       ("Comcast Consulting"),  an indirect wholly owned subsidiary of Comcast, on
       the other,  whereby  Comcast  and  Comcast  Consulting  provide  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management  fees are based on Comcast's and
       Comcast  Consulting's cost of providing such services.  As of June 30, 1997
       and  December  31,  1996,  due to  affiliates  consists  primarily  of this
       management fee and operating expenses paid by Comcast and its affiliates on
       behalf of the Company.
  
       For the six and three  months  ended  June 30,  1997 and  1996,  investment
       income includes (UK Pound)1.1 million, (UK Pound)845,000, (UK Pound)620,000
       and (UK  Pound)415,000  of interest income,  respectively,  relating to the
       loans  to  Birmingham  Cable  and  Cable  London  described  in  Note 4. In
       addition, investment income for the six months ended June 30, 1996 includes
       (UK  Pound)1.2  million of interest  income  relating to loans to Cambridge
       Cable which were eliminated in consolidation  effective March 31, 1996 (see
       Note 3).
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast UK Holdings,  Inc.  which are due in 1999. For the six and three
       months   ended  June  30,  1997  and  1996,   the  Company   recorded   (UK
       Pound)461,000,  (UK Pound)423,000, (UK Pound)237,000 and (UK Pound)216,000,
       respectively, of interest expense relating to such notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more favorable than those with non-affiliated parties.
  
  7.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  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
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect   controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   is
  principally engaged in the development,  construction,  management and operation
  of  the   interests  of  Comcast  in  the  United   Kingdom   ("UK")  cable  and
  telecommunications  industry.  As of June 30, 1997, the Company has interests in
  four  operations  (the  "Operating  Companies"):  Birmingham  Cable  Corporation
  Limited ("Birmingham Cable"), in which the Company owns a 27.5% interest,  Cable
  London  PLC  ("Cable  London"),  in which  the  Company  owns a 50.0%  interest,
  Cambridge Holding Company Limited ("Cambridge Cable"), in which the Company owns
  a 100% interest and two companies  holding the  franchises  for  Darlington  and
  Teesside, England ("Teesside"), in which the Company owns a 100% interest.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.6  million  homes  and the
  businesses  within their  franchise  areas.  As of June 30, 1997,  the Operating
  Companies'  systems passed more than 1,086,000 homes or approximately 68% of the
  homes in their franchise  areas and served more than 275,000 cable  subscribers,
  314,000   residential   telephony   subscribers  and  9,600  business  telephony
  subscribers.
  
  The Company  accounts  for its  interests in  Birmingham  Cable and Cable London
  under the equity method.  Through March 31, 1996, the Company also accounted for
  its  interest  in  Cambridge   Cable  under  the  equity   method  (see  below).
  Collectively, Birmingham Cable, Cable London and Cambridge Cable are referred to
  herein as the "Equity  Investees" (which term excludes Cambridge Cable as of and
  subsequent to March 31, 1996).
  
  General Developments of Business
  
  Singtel Transaction
  
  In March 1996, the Company completed the acquisition (the "Singtel Transaction")
  of Singapore Telecom  International  Pte.  Limited's  ("Singapore  Telecom") 50%
  interest in Cambridge Cable, pursuant to the terms of a Share Exchange Agreement
  executed by the parties in December  1995. In exchange for  Singapore  Telecom's
  50% interest in Cambridge Cable and certain loans made to Cambridge Cable,  with
  accrued interest  thereon,  the Company issued  approximately 8.9 million of its
  Class A Common Shares and paid approximately (UK Pound)11.8 million to Singapore
  Telecom.  The Company  accounted for the Singtel  Transaction under the purchase
  method.  As a result of the  Singtel  Transaction,  the Company now owns 100% of
  Cambridge Cable and Cambridge Cable was consolidated  with the Company effective
  March 31, 1996.
  
  Liquidity and Capital Resources
  
  The Company
  
  Historically,  the Company has financed  its cash  requirements,  including  its
  investments in the Equity  Investees,  through  capital  contributions  from its
  shareholders,  as well as proceeds from the Company's initial public offering of
  15.0 million of its Class A Common Shares (net proceeds of $209.4 million or (UK
  Pound)132.6  million) in September  1994 and from the Company's  offering of its
  $517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
  due 2007 (the "2007 Discount Debentures") (net proceeds of $291.1 million or (UK
  Pound)186.9  million) in November 1995.  Interest  accretes on the 2007 Discount
  Debentures at 11.20% per annum compounded  semi-annually  from November 15, 1995
  to November 15, 2000, after which date interest will be paid in cash on each May
  15 and  November 15 through  November  15, 2007.  The 2007  Discount  Debentures
  contain restrictive covenants which limit the Company's  ability
  
                                          9
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  to pay  dividends.  The  Operating  Companies  have not paid  any  dividends  or
  advances to the Company and are not expected to pay any dividends or advances in
  the foreseeable future.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies will be able to generate positive  operating cash flow,
  (iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
  whether  there  may be  future  acquisitions  and  trades  funded in cash or the
  Company's  shares.   There  are  no  agreements  or  negotiations  for  specific
  significant 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)49.7  million,  (UK Pound)45.8  million,
  (UK  Pound)18.4  million  and (UK  Pound)23.7  million  during the six and three
  months  ended  June 30,  1997 and  1996,  respectively.  Of these  amounts,  (UK
  Pound)8.7 million, (UK Pound)7.5 million and (UK Pound)736,000 relate to capital
  contributions and loans to the Equity Investees during the six months ended June
  30,  1997 and 1996 and the  three  months  ended  June 30,  1997,  respectively.
  Although  the  Company is not  contractually  committed  to make any  additional
  capital contributions or loans to the Equity Investees,  it currently intends to
  fund its share of the amounts necessary for capital  expenditures and to finance
  operating  deficits.  Failure  to do so could  dilute  the  Company's  ownership
  interest in the Equity Investees.
  
  The Company estimates that the Operating  Companies will require an aggregate of
  approximately (UK Pound)320.0  million to (UK Pound)420.0 million after June 30,
  1997 to complete the build-out of their  systems.  Although the Company  expects
  that its strategic and financial  partners in the Equity  Investees will provide
  their share of such funds,  they are not  contractually  obligated to do so, and
  thus no assurance of such funding can be given.  If the Company's  strategic and
  financial partners fail to provide such financing,  the Equity Investees will be
  required to seek additional funds elsewhere. Such additional funds may come from
  the Company,  from new strategic and financial  partners,  from borrowings under
  existing or new credit  facilities or from other sources,  although there can be
  no assurance that any such financing would be available on acceptable  terms and
  conditions.  The Company and its strategic and financial partners generally have
  veto rights over the Equity Investees' debt financing decisions.  Failure of any
  Operating Company to obtain financing necessary to complete the build-out of its
  system could result in the loss of its cable franchises and licenses.
  
  The  Company is exposed to market  risk  including  changes in foreign  currency
  exchange  rates.  To manage the  volatility  relating  to these  exposures,  the
  Company enters into various  derivative  transactions  pursuant to the Company's
  policies in areas such as counterparty exposure and hedging practices. Positions
  are monitored using techniques including market value and sensitivity  analysis.
  The Company  does not hold or issue any  derivative  financial  instruments  for
  trading purposes and is not a party to leveraged  instruments.  The credit risks
  associated with the Company's  derivative  financial  instruments are controlled
  through  the  evaluation  and   monitoring  of  the   creditworthiness   of  the
  counterparties.  Although  the  Company may be exposed to losses in the event of
  nonperformance by the  counterparties,  the Company does not expect such losses,
  if any, to be significant.
  
  The Company has entered into certain  foreign  exchange  option  contracts  ("FX
  Options")  as a normal part of its foreign  currency  risk  management  efforts.
  During  1995,  the Company  entered  into  certain  foreign  exchange put option
  contracts  ("FX Puts") which may be settled only on November 16, 2000.  These FX
  Puts are used to limit the Company's exposure to the risk that the eventual cash
  outflows  related to net monetary  liabilities  denominated in currencies  other
  than its functional currency (the UK Pound Sterling or "UK Pound")  (principally
  the 2007  Discount  Debentures)  are  adversely  affected by changes in exchange
  rates.  As of  June  30,  1997  and  December  31,  1996,  the  Company  has (UK
  Pound)250.0  million notional amount of FX Puts to purchase United States ("US")
  dollars at an exchange ratio of $1.35 per (UK Pound)1.00  (the "Ratio").  The FX
  Puts provide a hedge,  to the extent the  exchange  ratio falls below the Ratio,
  against the Company's net monetary  liabilities  denominated in US dollars since
  gains and losses  realized on the FX Puts are offset  against  foreign  exchange
  gains or losses  realized on the underlying net  liabilities.  Premiums paid for
  the FX Puts of (UK Pound)13.9
  
                                         10
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  million are included in foreign  exchange put options and other in the Company's
  condensed  consolidated  balance  sheet,  net  of  related  amortization.  These
  premiums  are being  amortized  over the terms of the related  contracts of five
  years.
  
  During 1995, in order to reduce hedging costs, the Company sold foreign exchange
  call option contracts ("FX Calls") to exchange (UK Pound)250.0  million notional
  amount and received (UK Pound)3.4  million.  These contracts may only be settled
  on their expiration dates. Of these contracts,  (UK Pound)200.0 million notional
  amount, with an exchange ratio of $1.70 per (UK Pound)1.00,  expired unexercised
  in November 1996 while the remaining  contract,  with a (UK  Pound)50.0  million
  notional  amount  and an  exchange  ratio of  $1.62  per (UK  Pound)1.00,  has a
  settlement  date in November  2000.  In the fourth  quarter of 1996, in order to
  continue to reduce hedging costs,  the Company sold additional FX Calls, for (UK
  Pound)2.1  million,  to exchange  (UK  Pound)200.0  million  notional  amount at
  average exchange ratio of $1.75 per (UK Pound)1.00.  These contracts may only be
  settled on their  expiration  dates  during the fourth  quarter of 1997.  The FX
  Calls  are  marked-to-market  on a  current  basis  in the  Company's  condensed
  consolidated statement of operations and accumulated deficit.
  
  Changes  in fair  value  between  measurement  dates  relating  to the FX  Calls
  resulted in exchange (gains) losses of ((UK Pound)3.8) million,  ((UK Pound)1.6)
  million,  ((UK  Pound)622,000)  and (UK Pound)205,000  during the six months and
  three months ended June 30, 1997 and 1996, respectively.
  
  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 to obtain external  financing,  although there can be no
  assurance  that any such  financing  will be available on  acceptable  terms and
  conditions.  The Company  believes that its existing cash, cash  equivalents and
  short-term investments will be sufficient to fund the Company's expected capital
  contributions  and  loans to  Birmingham  Cable  and  Cable  London  and to fund
  development  and  construction  costs  for  Cambridge  Cable and  Teesside  (see
  discussion of the Operating Companies' financing assumptions below).
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic  and  financial  partners  and cash from the  issuance  of  Birmingham
  Cable's  preference shares. In July 1997, the preference  shareholder  exercised
  its option to require Birmingham Cable to purchase its shareholding. The Company
  funded the  redemption of the  preference  shares with the proceeds from its (UK
  Pound)175.0  million  revolving credit facility (the "Birmingham  Facility") and
  restricted cash and settled its five year (UK Pound)175.0  million interest rate
  exchange agreement with Barclays Bank PLC.
  
  The Company estimates that approximately (UK Pound)25.0 million will be required
  between  July 1,  1997  and  December  31,  1997  to  continue  development  and
  construction of Birmingham Cable's  cable/telephony  network.  An additional (UK
  Pound)20.0  million to (UK  Pound)40.0  million is  expected  to be  required to
  complete  the  build-out  in  subsequent  years.  The Company  expects  that the
  majority  of such funds will be  provided  by  borrowings  under the  Birmingham
  Facility.  Any additional funding may come from the Company or its strategic and
  financial  partners,  borrowings  under  new  credit  facilities  or from  other
  sources,  although  there can be no assurance  that any such  financing  will be
  available on acceptable terms and conditions.
  
  Cable London. Historically,  Cable London's primary sources of funding have been
  capital contributions and loans from the Company and the Company's strategic and
  financial partner and borrowings under its credit facilities. In May 1997, Cable
  London entered into a (UK  Pound)170.0  million  revolving  credit facility (the
  "London Revolver") with various banks, which converts into a five year term loan
  on June 30,  2001.  Interest  rates on the  London  Revolver  are at the  London
  Interbank  Offered Rate ("LIBOR") plus 1/2% to 2-3/8%. In May 1997, Cable London
  repaid all amounts  outstanding  under its  existing  credit  facility  with the
  proceeds from borrowings  under the London  Revolver.  The balance of the London
  Revolver  will be used by Cable  London,  subject to certain  restrictions,  for
  capital expenditures and working capital requirements  relating to the build-out
  of its systems.
  
                                         11
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  The London Revolver  contains  restrictive  covenants which limit Cable London's
  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 Cable London has been subordinated
  to the banks  under the  London  Revolver.  The  payment of  consulting  fees is
  restricted  until Cable London  meets  certain  financial  ratio tests under the
  London  Revolver.  In addition,  the Company's  shares in Cable London have been
  pledged to secure the London Revolver.
  
  The Company estimates that approximately (UK Pound)16.0 million will be required
  between  July 1,  1997  and  December  31,  1997  to  continue  development  and
  construction  of Cable  London's  cable/telephony  network.  An  additional  (UK
  Pound)80.0  million to (UK  Pound)100.0  million is  expected  to be required to
  complete  the  build-out  in  subsequent  years.  The Company  expects  that the
  majority of such funds will be provided by the London  Revolver.  Any additional
  funding  may come from the  Company  or its  strategic  and  financial  partner,
  borrowings under new credit facilities or from other sources, although there can
  be no assurance that any such  financing  will be available on acceptable  terms
  and conditions.
  
  Cambridge Cable.  Prior to the Singtel  Transaction,  Cambridge  Cable's primary
  source of funding had been capital  contributions and loans from the Company and
  Singapore  Telecom.  The Company  estimates  that  approximately  (UK Pound)17.0
  million will be required  between July 1, 1997 and December 31, 1997 to continue
  development and construction of Cambridge Cable's  cable/telephony  network.  An
  additional (UK Pound)90.0  million to (UK Pound)120.0  million is expected to be
  required to complete the build-out in subsequent years. The Company expects that
  such  funds  will be  provided  by the  Company,  borrowings  under  new  credit
  facilities,  which Cambridge Cable is currently seeking,  or from other sources,
  although  there can be no assurance that any such financing will be available on
  acceptable terms and conditions.
  
  Teesside.  Historically,  Teesside's  primary source of funding has been capital
  contributions  from the Company.  The Company  estimates that  approximately (UK
  Pound)26.0  million will be required  between July 1, 1997 and December 31, 1997
  to continue development and construction of Teesside's  cable/telephony network.
  An additional (UK Pound)50.0 million to (UK Pound)70.0 million is expected to be
  required to complete the build-out in subsequent years. The Company expects that
  such  funds  will be  provided  by the  Company,  borrowings  under  new  credit
  facilities, which Teesside is currently seeking, or from other sources, although
  there  can be no  assurance  that  any  such  financing  will  be  available  on
  acceptable terms and conditions.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  decreased (UK Pound)7.0  million as of June 30, 1997
  from December 31, 1996 and decreased (UK Pound)31.9  million as of June 30, 1996
  from  December  31,  1995.  Decreases  in cash  and cash  equivalents  primarily
  resulted  from cash flows from  operating  and  investing  activities  which are
  explained below.
  
  Net cash provided by operating  activities amounted to (UK Pound)3.0 million for
  the six  months  ended June 30,  1997.  The  increase  in net cash  provided  by
  operating  activities  as compared to the prior year period is primarily  due to
  changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
  disbursements.
  
  Net  cash  used in  investing  activities  was  (UK  Pound)9.9  million  and (UK
  Pound)31.8   million  for  the  six  months   ended  June  30,  1997  and  1996,
  respectively.  During  the six  months  ended  June 30,  1997,  net cash used in
  investing  activities includes capital  expenditures and other of (UK Pound)39.4
  million and  capital  contributions  and loans to  affiliates  of (UK  Pound)8.7
  million,  offset by proceeds  from the sales of  short-term  investments  of (UK
  Pound)38.2 million.  During the six months ended June 30, 1996, net cash used in
  investing  activities  includes  the  acquisition  of  Cambridge  Cable  of  (UK
  Pound)10.3 million, net of cash acquired,  capital expenditures and other of (UK
  Pound)32.2  million and capital  contributions  and loans to  affiliates  of (UK
  Pound)7.5 million,  offset by proceeds from the sales of short-term  investments
  of (UK Pound)18.2 million.
  
                                         12
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  Results of Operations
  
  The Company
  
  The Company  recognized  net losses of (UK  Pound)33.6  million,  (UK Pound)23.3
  million, (UK Pound)13.1 million and (UK Pound)11.3 million for the six and three
  months ended June 30, 1997 and 1996, respectively, representing increases of (UK
  Pound)10.3 million or 44% and (UK Pound)1.8 million or 16% from 1996 as compared
  to the same periods in 1997.  The increases in the Company's net loss are due to
  the effects of the Singtel  Transaction,  decreases in investment  income due to
  the effects of lower average cash and short-term investment balances, the impact
  of  fluctuations  in the  valuation  of  the  UK  Pound  on  the  2007  Discount
  Debentures,  which are denominated in US Dollars, and on the Company's FX Calls,
  and the Company recognizing its proportionate share of the Equity Investees' net
  losses.
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative  expenses and depreciation and amortization
  expense for the six and three  months  ended June 30,  1997,  as compared to the
  same periods in 1996, are attributable to the effects of the Singtel Transaction
  and the effects of the  continuing  construction  of Teesside's  cable/telephony
  network.
  
  Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
  consulting fee income under consulting agreements with the Equity Investees. The
  consulting fee income is generally  based on a percentage of gross revenues or a
  fixed amount per dwelling unit in the Equity Investees' franchise areas.
  
  Management fee expense is incurred under  agreements  between the Company on the
  one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
  Consulting"),  an indirect  wholly owned  subsidiary  of Comcast,  on the other,
  whereby Comcast and Comcast Consulting provide consulting services to the Equity
  Investees on behalf of the Company and management services to the Company.  Such
  management  fees  are  based  on  Comcast's  and  Comcast  Consulting's  cost of
  providing such services.
  
  Interest  expense for the six and three  months ended June 30, 1997 and 1996 was
  (UK Pound)12.3 million,  (UK Pound)11.6  million,  (UK Pound)6.2 million and (UK
  Pound)6.0 million, respectively,  representing increases of (UK Pound)700,000 or
  6% and (UK  Pound)200,000  or 3% from 1996 as  compared  to the same  periods in
  1997. The increases are primarily attributable to the compounding of interest on
  the 2007 Discount  Debentures and the effects of foreign currency  exchange rate
  fluctuations.
  
  Investment  income for the six and three months ended June 30, 1997 and 1996 was
  (UK Pound)4.0  million,  (UK Pound)7.6  million,  (UK Pound)1.9  million and (UK
  Pound)2.9 million, respectively, representing decreases of (UK Pound)3.6 million
  or 47% and (UK  Pound)1.0  million  or 34%  from  1996 as  compared  to the same
  periods in 1997.  The decreases are primarily  attributable  to the decreases in
  the average balance of cash, cash equivalents and short-term investments held by
  the Company  during 1997 as compared to the same periods in 1996 and the effects
  of the Singtel Transaction.
  
  Equity in net losses of  affiliates  for the six and three months ended June 30,
  1997 and 1996 was (UK Pound)10.3 million,  (UK Pound)9.6 million,  (UK Pound)5.2
  million and (UK Pound)3.9 million,  respectively,  representing increases of (UK
  Pound)700,000  or 7% and (UK  Pound)1.3  million or 33% from 1996 as compared to
  the same periods in 1997. The increases are attributable to increases in the net
  losses of  Birmingham  Cable  and Cable  London,  offset by the  effects  of the
  Singtel Transaction.
  
  Net  exchange  losses  (gains) and other  expenses  for the six and three months
  ended June 30, 1997 and 1996 were (UK Pound)2.2  million,  ((UK  Pound)297,000),
  ((UK Pound)2.7) million and ((UK Pound)1.8) million, respectively,  representing
  changes of (UK Pound)2.5 million and ((UK  Pound)900,000)  from 1996 as compared
  to the same periods in 1997.  These changes  primarily result from the impact of
  fluctuations  in the valuation of the UK Pound on the 2007 Discount  Debentures,
  which  are  denominated  in US  Dollars,  and on the  Company's  FX  Calls.  The
  Company's  results of  operations  will continue to be affected by exchange rate
  fluctuations.
  
                                         13
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  The Operating Companies
  
  Due to the similar nature of their  operations,  the following  discussion  with
  respect to the Operating  Companies' results of operations for the six and three
  months  ended June 30,  1997 and 1996 is based on their  proportionate  combined
  results of operations.  Such  proportionate  combined results of operations have
  been  derived  from the  financial  statements  of the  Company  and the  Equity
  Investees,  after giving effect to the Company's  ownership interests in each of
  the  Operating  Companies  as of  June  30,  1997.  The  Company  believes  that
  presentation  of  proportionate   combined  financial  data,   although  not  in
  accordance  with  generally  accepted  accounting  principles,  facilitates  the
  understanding  and  assessment  of its operating  performance  since the Company
  accounts for its interests in Birmingham Cable, Cable London and Cambridge Cable
  (through March 31, 1996) under the equity  method.  The results of operations of
  Teesside and Cambridge  Cable  (subsequent  to March 31, 1996) are  consolidated
  with those of the Company.
  
  The  Operating  Companies  account  for costs  and  expenses  applicable  to the
  construction and operation of their cable  telecommunications  systems under the
  provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
  "Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
  the period  while a system is  partially  under  construction  and  partially in
  service (the "Prematurity Period"), costs of telecommunications plant, including
  materials,   direct   labor   and   construction   overhead   are   capitalized.
  Subscriber-related  costs and general and  administrative  costs are expensed as
  incurred.  Costs incurred in anticipation of servicing a fully operating  system
  that  will not vary  regardless  of the  number  of  subscribers  are  partially
  expensed and partially  capitalized  based upon the percentage of average actual
  or  estimated  subscribers,  whichever  is  greater,  to  the  total  number  of
  subscribers  expected at the end of the  Prematurity  Period  (the  "Fraction").
  During the Prematurity Period, depreciation and amortization of system assets is
  determined  by  multiplying  the  depreciation  and  amortization  of the  total
  capitalized  system assets expected at the end of the Prematurity  Period by the
  Fraction. At the end of the Prematurity Period, depreciation and amortization of
  system assets is based on the remaining undepreciated cost at that date.
  
  Proportionate combined service income was (UK Pound)46.3 million, (UK Pound)33.8
  million, (UK Pound)24.1 million and (UK Pound)17.5 million for the six and three
  months ended June 30, 1997 and 1996, respectively, representing increases of (UK
  Pound)12.5 million or 37% and (UK Pound)6.6 million or 38% from 1996 as compared
  to the same periods in 1997.  Substantially  all of the growth in service income
  was due to  increases  in the  number  of  cable  communications  and  telephony
  subscribers,  primarily as a result of additional  homes  passed.  Approximately
  one-half of the Operating Companies' service income for the six and three months
  ended  June 30,  1997 and 1996 is  derived  from  monthly  subscription  charges
  relating primarily to cable communications  services and approximately  one-half
  of their  service  income  for these  periods is  derived  primarily  from usage
  charges relating to telephony services.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK Pound)43.6 million,  (UK Pound)35.1 million, (UK Pound)22.2 million and
  (UK  Pound)17.9  million  for the six and three  months  ended June 30, 1997 and
  1996,  respectively,  representing increases of (UK Pound)8.5 million or 24% and
  (UK Pound)4.3  million or 24% from 1996 as compared to the same periods in 1997.
  Substantially   all  of  the  increases  were   attributable  to  the  continued
  development  of  Teesside's  and  Cambridge  Cable's  operations  and  increased
  business  activity  resulting from the growth in the number of  subscribers  and
  development of the Operating Companies' franchise areas.
  
  Proportionate  combined depreciation and amortization expense was (UK Pound)19.6
  million,  (UK  Pound)14.0  million,  (UK  Pound)10.1  million and (UK  Pound)7.7
  million for the six and three months ended June 30, 1997 and 1996, respectively,
  representing increases of (UK Pound)5.6 million or 40% and (UK Pound)2.4 million
  or 31% from 1996 as compared to the same periods in 1997.  These  increases were
  due to certain of the  Operating  Companies'  discrete  build areas ending their
  Prematurity  Periods as set out under SFAS No. 51, as well as an increase in the
  percentage  used to calculate  depreciation  expense as a result of an increased
  number of  subscribers  in those  discrete  franchise  areas  remaining in their
  Prematurity Period.
  
  Proportionate   combined  interest  expense  was  (UK  Pound)10.2  million,  (UK
  Pound)8.6  million,  (UK Pound)5.2 million and (UK Pound)4.4 million for the six
  and  three  months  ended  June 30,  1997 and 1996,  respectively,  representing
  increases of (UK Pound)1.6 million or 19% and (UK Pound)800,000
  
                                         14
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  or 18% from 1996 as compared to the same  periods in 1997.  The  increases  were
  primarily  attributable  to additional  loans from  shareholders  and borrowings
  under credit facilities.
  
  Proportionate   combined  investment  income  was  (UK  Pound)1.0  million,  (UK
  Pound)1.6 million, (UK Pound)443,000 and (UK Pound)772,000 for the six and three
  months ended June 30, 1997 and 1996, respectively, representing decreases of (UK
  Pound)600,000  or 38% and (UK  Pound)329,000 or 43% from 1996 as compared to the
  same  periods in 1997.  The  decreases  were  attributable  to a decrease in the
  average  balance  of cash,  cash  equivalents  and  restricted  cash held by the
  Operating  Companies  during the six and three months  ended June 30,  1997,  as
  compared to the same periods in 1996.
  
                                         15
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
  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 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
  At the Annual Meeting on June 19, 1997, the shareholders  approved the following
  proposals:
  
       1.   To elect ten  directors  to serve for the ensuing year and until their
            respective successors shall have been duly elected and qualified.
  Director                Class of Stock                      For                  Withheld
  Ralph J. Roberts                 Class A                      34,142,229               256,415
                                            Class B                     128,726,050
  
           Julian A. Brodsky                Class A                      34,145,309               253,335
                                            Class B                     128,726,050
  
           Brian L. Roberts                 Class A                      34,145,309               253,335
                                            Class B                     128,726,050
  
           John R. Alchin                   Class A                      34,145,309               253,335
                                            Class B                     128,726,050
  
           Robert B. Clasen                 Class A                      34,142,909               255,735
                                            Class B                     128,726,050
  
           Lawrence S. Smith                Class A                      34,145,309               253,335
                                            Class B                     128,726,050
  
           Jonathan Perry                   Class A                      34,199,559               199,085
                                            Class B                     128,726,050
  
           Howard H. Newman                 Class A                      34,199,559               199,085
                                            Class B                     128,726,050
  
           Jeffrey A. Harris                Class A                      34,199,559               199,085
                                            Class B                     128,726,050
  
           H. Brian Thompson                Class A                      34,201,959               196,685
                                            Class B                     128,726,050
  2.   To appoint Deloitte & Touche LLP as the Company's independent auditors
            for the 1997 fiscal year.
  
           Class of Stock           For           Against         Abstain
             Class A            34,352,119         41,550          4,975
             Class B           128,726,050
  
                                         16
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
       3.   To receive  and adopt  financial  statements  of the  Company  and the
            auditors' report thereon for the 1996 fiscal year.
  
           Class of Stock          For               Against           Abstain
             Class A           34,384,339             7,480             6,825
             Class B          128,726,050
  
  ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K
  
                 (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
                      27.1 Financial Data Schedule.
  
                 (b)  Reports on Form 8-K - none.
  
                                         17
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1997
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                        COMCAST UK CABLE PARTNERS LIMITED
                                        ------------------------------------------
  
                                         /s/ John R. Alchin
                                         -----------------------------------------
                                         John R. Alchin
                                         Senior Vice President and
                                         Treasurer
                                         (Principal Financial Officer)
  
  Date: August 13, 1997
  
                                         18