content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                   MARCH 31, 1996
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
  
                     Bermuda                                Not Applicable
          (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                 Identification No.)
  
                  Clarendon House                        Comcast Corporation
               2 Church Street West                 1500 Market Street, 35th Floor
             Hamilton, HM 11, Bermuda                 Philadelphia, PA 19102-2148
                  (809) 295-5950                            (215) 665-1700
  
         (Address, including zip code, and            (Name, address, including 
      telephone number, including area code,           zip code, telephone number,
   of Registrant's principal executive offices)          including area code, of 
                                                           agent for service)
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                         No _____
  
                             --------------------------
  
  As of March 31, 1996, there were 37,231,997 Class A Common Shares and 12,872,605
  Class B Common Shares outstanding.
  
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
                                  TABLE OF CONTENTS
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of March 31, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31, 1996
                      and 1995 (Unaudited).....................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31,
                      1996 and 1995 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 8
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations..........................................9 - 14
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................14
  
            Item 4.   Submission of Matters to a Vote of
                      Security Holders........................................14
  
            Item 6.   Exhibits and Reports on Form 8-K........................14
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  expenditures and future  contributions and advances to the Operating  Companies.
  Such forward-looking information involves important risks and uncertainties that
  could  significantly  affect expected results in the future from those expressed
  in any forward-looking  statements made by, or on behalf of, the Company.  These
  risks and uncertainties  include, but are not limited to, uncertainties relating
  to economic conditions, acquisitions and divestitures, government and regulatory
  policies, the pricing and availability of equipment, materials,  inventories and
  programming,   technological   developments   and  changes  in  the  competitive
  environment in which the Company operates.
  
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  PART I.   FINANCIAL INFORMATION
  ITEM 1.   FINANCIAL STATEMENTS
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                         March 31,               December 31,
                                                                            1996                      1995
                                                                       (UK Pound)000            (UK Pound)000
  <S>                                                               <C>                       <C>    
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents.....................................(UK Pound)156,059         (UK Pound)162,231
      Short-term investments, at cost which approximates fair value            37,028                    57,240
      Accounts receivable, less allowance for doubtful accounts
        of (UK Pound)790 and (UK Pound)40...........................              928                        56
      Prepaid charges and other.....................................            4,643                     4,664
                                                                     ----------------          ----------------
         Total current assets.......................................          198,658                   224,191
                                                                     ----------------          ----------------
  
  INVESTMENTS IN AFFILIATES.........................................           77,561                   127,818
                                                                     ----------------          ----------------
  
  PROPERTY AND EQUIPMENT............................................          173,059                    47,750
      Accumulated depreciation .....................................           (2,191)                   (1,271)
                                                                     ----------------          ----------------
      Property and equipment, net...................................          170,868                    46,479
                                                                     ----------------          ----------------
  
  DEFERRED CHARGES..................................................           60,524                    23,162
      Accumulated amortization......................................           (4,167)                   (3,600)
                                                                     ----------------          ----------------
      Deferred charges, net.........................................           56,357                    19,562
                                                                     ----------------          ----------------
  
  FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net.......................           13,089                    13,799
                                                                     ----------------          ----------------
                                                                    (UK Pound)516,533         (UK Pound)431,849
                                                                     ================          ================
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses......................... (UK Pound)24,848          (UK Pound)12,134
      Current portion of long-term debt.............................            1,258
      Foreign exchange call options.................................              264                     1,577
      Due to affiliates.............................................            1,705                     2,224
                                                                     ----------------          ----------------
         Total current liabilities..................................           28,075                    15,935
                                                                     ----------------          ----------------
  
  LONG-TERM DEBT, less current portion..............................          209,337                   195,909
                                                                     ----------------          ----------------
  
  FOREIGN EXCHANGE CALL OPTIONS AND OTHER...........................            1,671                     2,184
                                                                     ----------------          ----------------
  
  LONG-TERM DEBT, due to shareholder................................            9,660                     9,453
                                                                     ----------------          ----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
      Class A common shares, (UK Pound).01 par value - authorized, 
         50,000,000 shares; issued, 37,231,997 
         and 28,372,334.............................................              372                       284
      Class B common shares, (UK Pound).01 par value - authorized, 
         50,000,000 shares; issued, 12,872,605......................              129                       129
      Additional capital............................................          358,718                   287,397
      Accumulated deficit...........................................          (91,429)                  (79,442)
                                                                     ----------------          ----------------
           Total shareholders' equity...............................          267,790                   208,368
                                                                     ----------------          ----------------
                                                                    (UK Pound)516,533         (UK Pound)431,849
                                                                     ================          ================
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                                             2
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                              Three Months Ended March 31,
                                                                             1996                      1995
                                                                     (in (UK Pound)000's, except per share data)
  <S>                                                               <C>                         <C>
  REVENUES
      Service income................................................  (UK Pound)1,947           (UK Pound)
      Consulting fee income.........................................              387                       335
                                                                       --------------            --------------
                                                                                2,334                       335
                                                                       --------------            --------------
  
  COSTS AND EXPENSES
      Operating.....................................................              793
      Selling, general and administrative...........................            3,211                       984
      Management fees...............................................              606                       677
      Depreciation and amortization.................................            1,489                       507
                                                                       --------------            --------------
  
                                                                                6,099                     2,168
                                                                       --------------            --------------
  
  OPERATING LOSS....................................................           (3,765)                   (1,833)
  
  INVESTMENT (INCOME) EXPENSE
      Interest expense..............................................            5,693                       188
      Investment income.............................................           (4,720)                   (2,619)
      Equity in net losses of affiliates............................            5,698                     4,738
      Exchange losses and other.....................................            1,551                        68
                                                                       --------------            --------------
                                                                                8,222                     2,375
                                                                       --------------            --------------
  
  NET LOSS..........................................................          (11,987)                   (4,208)
  
  ACCUMULATED DEFICIT
      Beginning of period ..........................................          (79,442)                  (50,480)
                                                                       --------------            --------------
  
      End of period.................................................((UK Pound)91,429)        ((UK Pound)54,688)
                                                                      ===============           ===============
  
  NET LOSS PER SHARE................................................   ((UK Pound).28)           ((UK Pound).10)
                                                                      ===============           ===============
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD..........................           42,511                    41,245
                                                                      ===============           ===============
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          3
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                              Three Months Ended March 31,
                                                                             1996                      1995
                                                                        (UK Pound)000             (UK Pound)000
  
  <S>                                                               <C>                     <C>        
  OPERATING ACTIVITIES
      Net loss......................................................((UK Pound)11,987)         ((UK Pound)4,208)
      Adjustments to reconcile net loss to net cash provided
        by (used in) operating activities:
         Depreciation and amortization..............................            1,489                       507
         Amortization on foreign exchange contracts.................              665                      (137)
         Non-cash interest expense..................................            5,693                       188
         Non-cash investment income.................................           (1,604)                     (993)
         Exchange losses............................................            1,456
         Equity in net losses of affiliates.........................            5,698                     4,738
         Increase in foreign exchange contracts, net................               19                    (1,854)
                                                                      ---------------            --------------
                                                                                1,429                    (1,759)
  
         Decrease (increase) in accounts receivable and 
            prepaid charges and other...............................            1,624                    (1,188)
         Increase in accounts payable and accrued expenses..........            1,991                     1,972
         Decrease in due to affiliates..............................             (519)                   (3,986)
                                                                      ---------------            --------------
  
                Net cash provided by (used in) operating 
                   activities ......................................            4,525                    (4,961)
                                                                      ---------------            --------------
  
  FINANCING ACTIVITIES
      Issuance of shares, net.......................................                                        (53)
                                                                      ---------------            --------------
  
                Net cash used in financing activities...............                                        (53)
                                                                      ---------------            --------------
  
  INVESTING ACTIVITIES
      Acquisition, net of cash acquired.............................          (10,203)
      Sales of short-term investments, net..........................           20,212                     5,094
      Capital contributions and advances to affiliates..............           (7,505)                   (6,400)
      Additions to property and equipment...........................          (13,021)                   (4,313)
      Deferred charges and other....................................             (180)                       (8)
                                                                      ---------------            --------------
  
                Net cash used in investing activities...............          (10,697)                   (5,627)
                                                                      ---------------            --------------
  
  DECREASE IN CASH AND CASH EQUIVALENTS.............................           (6,172)                  (10,641)
  
  CASH AND CASH EQUIVALENTS, beginning of period....................          162,231                   100,117
                                                                      ---------------            --------------
  
  CASH AND CASH EQUIVALENTS, end of period..........................(UK Pound)156,059          (UK Pound)89,476
                                                                     ================           ===============
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  March  31,  1996  and  the  condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1996 and 1995 have been prepared
       by Comcast UK Cable  Partners  Limited  (the  "Company")  and have not been
       audited  by  the  Company's   independent   auditors.  In  the  opinion  of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations  and  cash  flows  as of  March  31,  1996  and for all  periods
       presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1996
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
  3.   SINGTEL TRANSACTION
  
       On March 19, 1996,  the Company  completed  the  acquisition  (the "Singtel
       Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
       Telecom") 50% interest in Cambridge  Holding  Company  Limited  ("Cambridge
       Cable"),  pursuant to the terms of a Share Exchange  Agreement  executed by
       the parties in December  1995.  In exchange  for  Singapore  Telecom's  50%
       interest in Cambridge Cable and certain loans made to Cambridge Cable, with
       accrued interest thereon,  the Company issued  approximately 8.9 million of
       its Class A Common Shares and paid  approximately (UK Pound)11.8 million to
       Singapore  Telecom.  The Company has accounted for the Singtel  Transaction
       under the  purchase  method.  As a result of the Singtel  Transaction,  the
       Company now owns 100% of Cambridge Cable and has consolidated the financial
       position of Cambridge  Cable  effective  March 31,  1996.  The Company will
       begin  consolidating the results of operations of Cambridge Cable effective
       April 1, 1996.
  
                                          5
  
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The following pro forma  information  has been  presented as if the Singtel
       Transaction  had occurred at the  beginning of each period.  This pro forma
       information  is based on  historical  results of  operations  adjusted  for
       acquisition  costs and, in the opinion of  management,  is not  necessarily
       indicative  of what results  would have been had the Company  owned 100% of
       Cambridge Cable since such dates.
  
  <TABLE>
  <CAPTION>
                                                                       Three Months Ended March 31,
                                                                           1996              1995
                                                               (in (UK Pound)000's, except per share data)
  <S>                                                               <C>               <C>  
       Revenues.....................................................(UK Pound)8,557   (UK Pound)4,837
  
       Net loss.....................................................        (13,612)           (5,931)
  
       Net loss per share...........................................           (.27)             (.12)
  </TABLE>
  
  4.   INVESTMENTS IN AFFILIATES
  
       The Company has  historically  invested in three  affiliates  (the  "Equity
       Investees," which term excludes  Cambridge Cable as of March 31, 1996 - see
       Note 3): Birmingham Cable Corporation Limited ("Birmingham  Cable"),  Cable
       London PLC ("Cable  London")  and  Cambridge  Cable.  The Equity  Investees
       operate integrated cable communications, residential telephony and business
       telecommunications  systems in their  respective major  metropolitan  areas
       under   exclusive    cable    television    licenses   and    non-exclusive
       telecommunications  licenses. As of March 31, 1996, the Company's ownership
       interest in these affiliates is as follows:
  
                  Birmingham Cable................................27.5%
                  Cable London....................................49.0%
                  Cambridge Cable (1)............................100.0%
       ---------------
       (1)  Increased in March 1996 from 50.0% due to the acquisition of Singapore
            Telecom's interest (see Note 3).
  
       Included in investments in affiliates as of March 31, 1996 and December 31,
       1995 are  loans to Cable  London  of (UK  Pound)21.0  million  and  accrued
       interest of (UK Pound)2.4 million and (UK Pound)1.9 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays  Bank plc (8.0%  effective  rate as of March 31, 1996) and
       are  subordinate to Cable London's  revolving bank credit  facility.  These
       loans are  convertible  into ordinary shares of Cable London at a per share
       conversion  price  of (UK  Pound)2.00.  Also  included  in  investments  in
       affiliates  as of  December  31, 1995 are loans to  Cambridge  Cable of (UK
       Pound)47.4  million and  accrued  interest of (UK  Pound)5.1  million.  The
       Cambridge Cable loans and related accrued  interest have been eliminated in
       consolidation as of March 31, 1996 (see Note 3).
  
  
                                          6
  
  <PAGE>
  
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  <TABLE>
  <CAPTION>
                                                             Birmingham        Cable       Cambridge
                                                                Cable         London       Cable (1)        Other         Combined
                                                            (UK Pound)000 (UK Pound)000  (UK Pound)000  (UK Pound)000   (UK Pound)000
  <S>                                                        <C>           <C>           <C>            <C>             <C>   
       THREE MONTHS ENDED MARCH 31, 1996
       Results of operations
           Service income...................................     12,312        9,121         6,401                          27,834
           Depreciation and amortization....................     (4,554)      (3,329)       (2,168)                        (10,051)
           Operating loss...................................     (2,794)      (3,149)       (2,133)                         (8,076)
           Net loss.........................................     (4,434)      (4,633)       (4,419)                        (13,486)
           Company's equity in net loss.....................     (1,218)      (2,270)       (2,210)                         (5,698)
  
       AT MARCH 31, 1996
       Financial position
           Current assets...................................     81,719        7,429                                        89,148
           Noncurrent assets................................    251,609      133,064                                       384,673
           Current liabilities..............................     26,168       17,968                                        44,136
           Noncurrent liabilities...........................    188,061       81,808                                       269,869
  
       THREE MONTHS ENDED MARCH 31, 1995
       Results of operations
           Service income...................................      8,999        6,917         4,617          601             21,134
           Depreciation and amortization....................     (3,127)      (2,233)       (1,552)         (13)            (6,925)
           Operating loss...................................     (2,706)      (2,693)       (2,535)      (2,340)           (10,274)
           Net loss.........................................     (3,081)      (3,221)       (3,870)      (2,290)           (12,462)
           Company's equity in net loss.....................       (846)      (1,575)       (1,935)        (382)            (4,738)
       ---------------
  <FN>
       (1)  As a result  of the  Singtel  Transaction,  the  Company  owns 100% of
            Cambridge  Cable  and  has  consolidated  the  financial  position  of
            Cambridge Cable effective March 31, 1996 (see Note 3).
  </FN>
  </TABLE>
  
  5.   LONG-TERM DEBT
  
       In November 1995, the Company received net proceeds of approximately $291.1
       million ((UK  Pound)186.9  million) from the sale of  approximately  $517.3
       million  principal  amount  at  maturity  of  its  11.20%  Senior  Discount
       Debentures due 2007 (the "2007 Discount  Debentures") in a public offering.
       Interest will accrete on the 2007  Discount  Debentures at 11.20% per annum
       compounded semi-annually from November 15, 1995 to November 15, 2000, after
       which date  interest  will be paid in cash on each May 15 and  November  15
       through November 15, 2007. The 2007 Discount Debentures contain restrictive
       covenants which limit the Company's ability to pay dividends.
  
       As of March 31, 1996,  long-term  debt  includes (UK  Pound)5.4  million of
       Cambridge  Cable's  capitalized lease  obligations,  of which (UK Pound)1.2
       million is classified as current.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K. Consulting, Inc. ("UK Consulting"),  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,  these fees have been classified as
       long-term  receivables and are included in investments in affiliates in the
       Company's condensed consolidated balance
  
                                          7
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       sheet. In addition,  the Company's shares in Cable London have been pledged
       to secure the Cable London credit facility.
  
       Management fee expense is incurred under agreements  between the Company on
       the  one  hand,  and  Comcast   Corporation   ("Comcast"),   the  Company's
       controlling  shareholder,  and Comcast UK Cable Partners  Consulting,  Inc.
       ("Comcast Consulting"),  an indirect wholly owned subsidiary of Comcast, on
       the other,  whereby  Comcast  and  Comcast  Consulting  provide  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management  fees are based on Comcast's and
       Comcast Consulting's cost of providing such services.  As of March 31, 1996
       and  December  31,  1995,  due to  affiliates  consists  primarily  of this
       management fee and operating expenses paid by Comcast and its affiliates on
       behalf of the Company.
  
       For the three  months  ended  March 31,  1996 and 1995,  investment  income
       includes  interest income of (UK Pound)1.6  million and (UK  Pound)993,000,
       respectively, relating to the loans to affiliates described in Note 4.
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast UK Holdings,  Inc.  which are due in 1999.  For the three months
       ended March 31, 1996 and 1995, the Company recognized (UK Pound)207,000 and
       (UK  Pound)188,000,  respectively,  of  interest  expense  relating to such
       notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more favorable than those with nonaffiliated parties.
  
  
  
                                          8
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   was
  incorporated in 1992 to develop,  construct, manage and operate the interests of
  Comcast in the United Kingdom ("UK") cable and  telecommunications  industry. As
  of March 31, 1996, the Company has interests in four  operations (the "Operating
  Companies"): Birmingham Cable Corporation Limited ("Birmingham Cable"), in which
  the Company owns a 27.5% interest,  Cable London PLC ("Cable London"),  in which
  the Company owns a 49.0% interest, Cambridge Holding Company Limited ("Cambridge
  Cable"),  in which the  Company  owns a 100.0%  interest  (see  below),  and the
  franchises  for  Darlington  and Teesside,  England  ("Teesside"),  in which the
  Company owns a 100%  interest.  The Operating  Companies  hold  exclusive  cable
  television  licenses  and  non-exclusive   telecommunications  licenses  in  ten
  franchise areas. Teesside commenced  construction of a cable  telecommunications
  network  to serve  its  franchises  in the third  quarter  of 1994 and added its
  initial cable and telephony subscribers in June 1995.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.6  million  homes  and the
  businesses  within their  franchise  areas.  As of March 31, 1996, the Operating
  Companies'  systems passed more than 784,000 homes or  approximately  49% of the
  homes in their franchise  areas and served more than 204,000 cable  subscribers,
  201,000   residential   telephony   subscribers  and  6,300  business  telephony
  subscribers.
  
  The Company  accounts for its  interests in Birmingham  Cable,  Cable London and
  Cambridge  Cable  (collectively,  the "Equity  Investees,"  which term  excludes
  Cambridge Cable as of March 31, 1996 - see below) under the equity method.
  
  General Developments of Business
  
  Singtel Transaction
  
  On  March  19,  1996,  the  Company  completed  the  acquisition  (the  "Singtel
  Transaction") of Singapore  Telecom  International  Pte.  Limited's  ("Singapore
  Telecom")  50%  interest in  Cambridge  Cable,  pursuant to the terms of a Share
  Exchange  Agreement  executed by the parties in December  1995.  In exchange for
  Singapore  Telecom's  50% interest in Cambridge  Cable and certain loans made to
  Cambridge Cable, with accrued interest thereon, the Company issued approximately
  8.9 million of its Class A Common Shares and paid  approximately  (UK Pound)11.8
  million  to  Singapore  Telecom.  The  Company  has  accounted  for the  Singtel
  Transaction under the purchase method.  As a result of the Singtel  Transaction,
  the Company now owns 100% of Cambridge Cable and has  consolidated the financial
  position of Cambridge  Cable  effective  March 31, 1996.  The Company will begin
  consolidating  the results of operations of Cambridge  Cable  effective April 1,
  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
  
                                          9
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  November 1995.  Interest will accrete on the 2007 Discount  Debentures at 11.20%
  per annum compounded  semi-annually from November 15, 1995 to November 15, 2000,
  after which date  interest  will be paid in cash on each May 15 and  November 15
  through  November 15, 2007.  The 2007 Discount  Debentures  contain  restrictive
  covenants  which  limit the  Company's  ability  to pay  dividends.  The  Equity
  Investees have not paid any dividends to the Company and are not expected to pay
  any dividends in the foreseeable future.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies are able to generate positive operating cash flow, (iv)
  the timing of the build-out of the Operating Companies' systems, and (v) whether
  there may be future  acquisitions  and trades funded in cash or Company  shares.
  There are no  agreements  or  negotiations  for specific  material  acquisitions
  currently pending.
  
  Historically,  the  Company  has made  investments  in the Equity  Investees  in
  conjunction  with  proportionate  investments  by its  strategic  and  financial
  partners.  The Company made capital  contributions and advances to the Operating
  Companies in the aggregate of (UK Pound)22.1  million and (UK Pound)10.9 million
  during the three  months ended March 31, 1996 and 1995,  respectively.  Although
  the  Company  is not  contractually  committed  to make any  additional  capital
  contributions or advances to any of the Equity  Investees,  it currently intends
  to fund its share of the  amounts  necessary  for  capital  expenditures  and to
  finance  operating  deficits.  Failure  to  do so  could  dilute  the  Company's
  ownership interest in the Equity Investees.
  
  The Company estimates that the Operating  Companies will require an aggregate of
  approximately  (UK Pound)550  million to (UK  Pound)650  million after March 31,
  1996 to complete the build-out of their  systems.  Although the Company  expects
  that its strategic and financial  partners in the Equity  Investees will provide
  their share of such funds,  they are not  contractually  obligated to do so, and
  thus no assurance of such funding can be given.  If the Company's  strategic and
  financial partners fail to provide such financing,  the Equity Investees will be
  required to seek additional funds elsewhere. Such additional funds may come from
  the Company,  from new strategic and financial  partners,  from borrowings under
  existing or new credit  facilities or from other sources,  although there can be
  no assurance that any such financing would be available on acceptable  terms and
  conditions.  The Company and its strategic and financial partners generally have
  veto rights over the Equity Investees' debt financing decisions.  Failure of any
  Operating Company to obtain financing necessary to complete the build-out of its
  system could result in loss of its cable franchises and licenses.
  
  The Company has entered  into foreign  exchange  forward  contracts  and foreign
  exchange option contracts as a normal part of its risk management efforts.
  
  During 1995,  the Company  entered into  foreign  exchange put option  contracts
  which may be settled only on November 16, 2000.  These put option  contracts are
  used to limit the Company's exposure to the risk that the eventual cash outflows
  related to net monetary  liabilities  denominated  in currencies  other than its
  functional currency (the UK Pound Sterling or "UK Pound")  (principally the 2007
  Discount  Debentures) are adversely affected by changes in exchange rates. As of
  March 31,  1996,  the Company has (UK  Pound)250.0  million  notional  amount of
  foreign  exchange put option  contracts to purchase United States ("US") dollars
  at an exchange rate of $1.35 per (UK Pound)1.00 (the "Ratio").  Foreign exchange
  put option  contracts  provide a hedge,  to the extent the  exchange  rate falls
  below the Ratio, against the Company's net monetary  liabilities  denominated in
  US dollars  since  gains and losses  realized  on the put option  contracts  are
  offset  against  gains or losses  realized on the  underlying  net  liabilities.
  Premiums  paid for such put  option  contracts  of (UK  Pound)13.9  million  are
  included in foreign  exchange put options and other in the  Company's  condensed
  consolidated  balance  sheet,  net of related  amortization.  These premiums are
  being amortized over the terms of the related contracts of five years.
  
  
                                         10
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  In order to reduce hedging costs,  the Company has sold (UK Pound)250.0  million
  notional  amount of foreign  exchange call option  contracts.  These call option
  contracts may only be settled on their  expiration  dates.  Of these call option
  contracts,  (UK Pound)200.0  million notional amount settle on November 16, 1996
  at an  exchange  rate of $1.70 per (UK  Pound)1.00  and (UK  Pound)50.0  million
  notional amount settle on November 16, 2000 at an exchange rate of $1.62 per (UK
  Pound)1.00.  Changes in fair value between  measurement  dates relating to these
  call option contracts of (UK Pound)1.8  million for the three months ended March
  31, 1996 have been recorded in the Company's condensed consolidated statement of
  operations.
  
  The credit risks associated with the Company's derivative financial  instruments
  are controlled through the evaluation and monitoring of the  creditworthiness of
  the  counterparties.  Although the Company may be exposed to losses in the event
  of  nonperformance  by the  counterparties,  the  Company  does not expect  such
  losses, if any, to be significant.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is contingent upon the Operating Companies' ability to obtain external financing
  and  generate  positive  operating  cash flow and the  continued  funding by the
  Company's  strategic and financial  partners.  The Company believes that the net
  proceeds  from the sale of the 2007  Discount  Debentures  will be sufficient to
  fund the Company's  expected  capital  contributions  and advances to Birmingham
  Cable  and Cable  London  and to fund  development  and  construction  costs for
  Cambridge Cable and Teesside through the end of 1997.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic  and financial  partners and cash from the issuance of its  preference
  shares.  Birmingham Cable estimates that  approximately  (UK Pound)47.0  million
  will be  required  between  April 1,  1996 and  December  31,  1996 to  continue
  development and construction of its  cable/telephony  network. An additional (UK
  Pound)50.0  million to (UK  Pound)70.0  million is  expected  to be  required to
  complete the build-out after 1996. The Company expects that the majority of such
  funds will be provided by cash from the issuance of its preference  shares.  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 existing  credit  facility.  Cable
  London  estimates that  approximately  (UK  Pound)43.0  million will be required
  between  April  1,  1996 and  December  31,  1996 to  continue  development  and
  construction  of its  cable/telephony  network.  An  additional  (UK  Pound)90.0
  million to (UK  Pound)110.0  million is expected to be required to complete  the
  build-out  after 1996. The Company  expects that a portion of such funds will be
  provided by  borrowings  under Cable  London's  existing  credit  facility.  Any
  additional  funding may come from the  Company or its  strategic  and  financial
  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.
  
  Cambridge Cable.  Historically,  Cambridge Cable's primary source of funding has
  been  capital  contributions  and  loans  from  the  Company  and the  Company's
  strategic and financial  partner.  Cambridge Cable estimates that  approximately
  (UK Pound)30.0  million will be required  between April 1, 1996 and December 31,
  1996 to continue development and construction of its cable/telephony network. An
  additional (UK Pound)150.0  million to (UK Pound)180.0 million is expected to be
  required to  complete  the  build-out  after 1996.  The Company  expects  that a
  portion of such funds will be provided
  
                                         11
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  by the Company,  borrowings  under  credit  facilities,  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 and loans from the Company.  Teesside estimates that approximately
  (UK Pound)44.0  million will be required  between April 1, 1996 and December 31,
  1996 to continue development and construction of its cable/telephony network. An
  additional (UK Pound)110.0  million to (UK Pound)130.0 million is expected to be
  required to  complete  the  build-out  after 1996.  The Company  expects  that a
  portion of such funds will be provided by the Company,  borrowings  under credit
  facilities,  or from other sources,  although there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Results of Operations
  
  The Company
  
  The Company  recognized net losses of (UK  Pound)12.0  million and (UK Pound)4.2
  million  for the  three  months  ended  March 31,  1996 and 1995,  respectively,
  representing an increase of (UK Pound)7.8  million or 186% from 1995 as compared
  to the  same  period  in  1996.  The  Company's  losses  are due to the  Company
  recognizing its proportionate  share of the Equity Investees' net losses and the
  effects of the continuing construction of Teesside's cable/telephony network.
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative expenses, and depreciation and amortization
  expense  for the three  months  ended  March 31,  1996,  as compared to the same
  period in 1995, are  attributable to the effects of the continuing  construction
  of Teesside's cable/telephony network.
  
  Interest  expense  for the three  months  ended  March 31, 1996 and 1995 was (UK
  Pound)5.7 million and (UK Pound)188,000,  respectively, representing an increase
  of (UK Pound)5.5  million from 1995 as compared to the same period in 1996.  The
  increase is  attributable  to interest  expense on the 2007 Discount  Debentures
  incurred during the first quarter of 1996.
  
  Investment  income for the three  months  ended  March 31, 1996 and 1995 was (UK
  Pound)4.7  million and (UK  Pound)2.6  million,  respectively,  representing  an
  increase  of (UK  Pound)2.1  million  or 81% from 1995 as  compared  to the same
  period in 1996.  The  increase is  attributable  to the  increase in the average
  balance of cash, cash equivalents and short-term investments held by the Company
  during the first quarter of 1996 over the same period in 1995.
  
  Equity in net losses of affiliates for the three months ended March 31, 1996 and
  1995  were  (UK  Pound)5.7  million  and (UK  Pound)4.7  million,  respectively,
  representing an increase of approximately (UK Pound)1.0 million or 21% from 1995
  as compared  to the same period in 1996.  The  increase is  attributable  to the
  increases  in net losses of the Equity  Investees  from 1995 as  compared to the
  same period in 1996.
  
  Exchange losses and other was (UK Pound)1.6 million and (UK Pound)68,000 for the
  three  months  ended  March 31,  1996 and 1995,  respectively,  representing  an
  increase of (UK  Pound)1.5  million  from 1995 as compared to the same period in
  1996. The increase is attributable to the Company's  losses on the 2007 Discount
  Debentures,   a  liability  denominated  in  US  dollars,   resulting  from  the
  devaluation  of the UK Pound against the US dollar during the three months ended
  March 31, 1996,  partially offset by foreign currency  exchange gains recognized
  on the call option contracts sold by the Company during 1995.
  
  Comcast U.K.  Consulting,  Inc. ("UK Consulting"),  a wholly owned subsidiary of
  the Company,  earns consulting fee income under  consulting  agreements with the
  Equity  Investees.  The consulting fee income is generally based on a percentage
  of gross  revenues or a fixed amount per dwelling unit in the Equity  Investees'
  franchise areas. Consulting fee income for the three months ended March 31, 1996
  and 1995 was (UK Pound)387,000 and (UK Pound)335,000, respectively, representing
  an increase of (UK  Pound)52,000 or 16% from 1995 as compared to the same period
  in 1996.  Such  increase  is a  result  of an  increase  in the  service  income
  recognized by the Equity Investees (see below).
  
                                         12
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  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.  Total management fees for the three months ended March
  31, 1996 and 1995 were (UK  Pound)606,000 and (UK  Pound)677,000,  respectively,
  representing a decrease of (UK  Pound)71,000 or 10% from 1995 as compared to the
  same period in 1996.
  
  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 three months
  ended March 31, 1996 and 1995 is based on their  proportionate  combined results
  of  operations.  Such  proportionate  combined  results of operations  have been
  derived from the financial  statements of the Company and the Equity  Investees,
  after  giving  effect  to the  Company's  ownership  interests  in  each  of the
  Operating Companies as of March 31, 1996. The Company believes that presentation
  of  proportionate  combined  financial  data,  although not in  accordance  with
  generally  accepted  accounting  principles,  facilitates the  understanding and
  assessment  of its  operating  performance  since the Company  accounts  for its
  interests in Birmingham  Cable,  Cable London and Cambridge Cable (through March
  31, 1996) under the equity  method.  The results of  operations  of Teesside 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)16.2  million  and (UK
  Pound)10.5  million  for the  three  months  ended  March  31,  1996  and  1995,
  respectively, representing an increase of (UK Pound)5.7 million or 54% from 1995
  as compared to the same period in 1996.  Substantially all of the revenue growth
  was due to  increases  in the  number  of  cable  communications  and  telephony
  subscribers, primarily as a result of additional homes passed. Approximately 49%
  and 51% of the  Operating  Companies'  revenues for the three months ended March
  31, 1996 and 1995,  respectively,  are derived from monthly subscription charges
  relating  primarily to cable  communications  services and approximately 51% and
  49% of their revenues for these periods are derived primarily from usage charges
  relating to telephony services.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK  Pound)17.1  million and (UK  Pound)12.4  million for the three  months
  ended March 31,  1996 and 1995,  respectively,  representing  an increase of (UK
  Pound)4.7  million  or 38% from  1995 as  compared  to the same  period in 1996.
  Substantially all of the increase was attributable to the continued  development
  of Teesside's  operations  and increased  business  activity  resulting from the
  growth in the number of subscribers and development of the Operating  Companies'
  franchise areas.
  
  Proportionate  combined  depreciation and amortization expense was (UK Pound)6.3
  million and (UK Pound)3.9  million for the three months ended March 31, 1996 and
  1995,  respectively,  representing  an increase of (UK Pound)2.4  million or 62%
  from 1995 as  compared  to the same  period in 1996.  This  increase  was due to
  certain  of  the  Operating   Companies'   discrete  build  
  
                                         13
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  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 increased  number of subscribers in those discrete  franchise areas remaining
  in their Prematurity Period.
  
  Proportionate  combined  interest  expense  was (UK  Pound)4.3  million  and (UK
  Pound)2.3  million  for  the  three  months  ended  March  31,  1996  and  1995,
  respectively, representing an increase of (UK Pound)2.0 million or 87% from 1995
  as compared to the same period in 1996. The increase was primarily  attributable
  to additional loans from shareholders and borrowings under credit facilities.
  
  Proportionate   combined   interest  income  was  (UK   Pound)844,000   and  (UK
  Pound)623,000 for the three months ended March 31, 1996 and 1995,  respectively,
  representing  an increase of (UK  Pound)221,000  or 35% from 1995 as compared to
  the same period in 1996.  The  increase was  attributable  to an increase in the
  average  balance  of cash,  cash  equivalents  and  restricted  cash held by the
  Operating  Companies during the three months ended March 31, 1996 as compared to
  the same period in 1995.
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   Legal Proceedings
  
            Neither  the  Company  nor the  Operating  Companies  are party to any
            material litigation.
  
  ITEM 4.   Submission of Matters to a Vote of Security Holders
  
            At a Special  General  Meeting of  Shareholders on March 14, 1996, the
            shareholders approved the following proposals:
  
            1.   To approve an agreement to acquire all of the outstanding  shares
                 not currently  held by the Company of Cambridge  Holding  Company
                 Limited.
  
                 Class of Stock        For         Against    Abstain     No Vote
                    Class A         21,799,588      1,000      4,400     2,068,312
                    Class B        128,726,050
  
            2.   To approve  shareholder  resolution  that the  maximum  number of
                 directors of the Company shall be twenty.
  
                 Class of Stock        For         Against    Abstain
                    Class A         22,820,420    1,027,730   25,150
                    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:
  
                 1.   The Company filed a Current Report on Form 8-K under Items 5
                      and 7 on January  22,  1996  relating  to its  agreement  to
                      exchange  its Class A Common  Shares and cash for  Singapore
                      Telecom   International   Pte.  Limited's  50%  interest  in
                      Cambridge  Holding  Company  Limited,   which  included  the
                      Company's   Unaudited  Pro  Forma   Condensed   Consolidated
                      Financial Statements and the Unaudited Condensed 
  
                                         14
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
                      Consolidated   Financial  Statements  of  Cambridge  Holding
                      Company  Limited,  each as of and for the nine months  ended
                      September 30, 1995 and for the year ended December 31, 1994.
  
                 2.   The Company filed a Current Report on Form 8-K under Items 2
                      and 7 on March 22, 1996  relating to the  completion  of its
                      acquisition   of  Singapore   Telecom   International   Pte.
                      Limited's 50% interest in Cambridge  Holding Company Limited
                      in  exchange  for the  Company's  Class A Common  Shares and
                      cash,  which  included  the  Company's  Unaudited  Pro Forma
                      Condensed  Consolidated  Financial  Statements as of and for
                      the year ended December 31, 1995.
  
                                         15
  
  <PAGE>
                 COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
                                      SIGNATURE
  
       Pursuant to the  Requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                              COMCAST UK CABLE PARTNERS LIMITED
                                              ------------------------------------
  
  
  
  
  
  
                                              /s/ LAWRENCE S. SMITH
                                              ------------------------------------
  
                                              Lawrence S. Smith
                                              Senior Vice President
                                              Accounting and Administration
                                              (Chief Accounting Officer)
  
  
  
  
  
  Date: May 15, 1996
  
                                         16
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                   MARCH 31, 1996
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                           Commission File Number 0-24792
  
                          COMCAST UK CABLE PARTNERS LIMITED
               (Exact name of registrant as specified in its charter)
  
                     Bermuda                                Not Applicable
          (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                 Identification No.)
  
                  Clarendon House                        Comcast Corporation
               2 Church Street West                 1500 Market Street, 35th Floor
             Hamilton, HM 11, Bermuda                 Philadelphia, PA 19102-2148
                  (809) 295-5950                            (215) 665-1700
  
         (Address, including zip code, and            (Name, address, including 
      telephone number, including area code,           zip code, telephone number,
   of Registrant's principal executive offices)          including area code, of 
                                                           agent for service)
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                         No _____
  
                             --------------------------
  
  As of March 31, 1996, there were 37,231,997 Class A Common Shares and 12,872,605
  Class B Common Shares outstanding.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of March 31, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31, 1996
                      and 1995 (Unaudited).....................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31,
                      1996 and 1995 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 8
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations..........................................9 - 14
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................14
  
            Item 4.   Submission of Matters to a Vote of
                      Security Holders........................................14
  
            Item 6.   Exhibits and Reports on Form 8-K........................14
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  expenditures and future  contributions and advances to the Operating  Companies.
  Such forward-looking information involves important risks and uncertainties that
  could  significantly  affect expected results in the future from those expressed
  in any forward-looking  statements made by, or on behalf of, the Company.  These
  risks and uncertainties  include, but are not limited to, uncertainties relating
  to economic conditions, acquisitions and divestitures, government and regulatory
  policies, the pricing and availability of equipment, materials,  inventories and
  programming,   technological   developments   and  changes  in  the  competitive
  environment in which the Company operates.
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  PART I.   FINANCIAL INFORMATION
  ITEM 1.   FINANCIAL STATEMENTS
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  March 31,               December 31,
                                                                            1996                      1995
                                                                       (UK Pound)000            (UK Pound)000
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents.....................................(UK Pound)156,059         (UK Pound)162,231
      Short-term investments, at cost which approximates fair value            37,028                    57,240
      Accounts receivable, less allowance for doubtful accounts
        of (UK Pound)790 and (UK Pound)40...........................              928                        56
      Prepaid charges and other.....................................            4,643                     4,664
                                                                     ----------------          ----------------
         Total current assets.......................................          198,658                   224,191
                                                                     ----------------          ----------------
  
  INVESTMENTS IN AFFILIATES.........................................           77,561                   127,818
                                                                     ----------------          ----------------
  
  PROPERTY AND EQUIPMENT............................................          173,059                    47,750
      Accumulated depreciation .....................................           (2,191)                   (1,271)
                                                                     ----------------          ----------------
      Property and equipment, net...................................          170,868                    46,479
                                                                     ----------------          ----------------
  
  DEFERRED CHARGES..................................................           60,524                    23,162
      Accumulated amortization......................................           (4,167)                   (3,600)
                                                                     ----------------          ----------------
      Deferred charges, net.........................................           56,357                    19,562
                                                                     ----------------          ----------------
  
  FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net.......................           13,089                    13,799
                                                                     ----------------          ----------------
                                                                    (UK Pound)516,533         (UK Pound)431,849
                                                                     ================          ================
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses......................... (UK Pound)24,848          (UK Pound)12,134
      Current portion of long-term debt.............................            1,258
      Foreign exchange call options.................................              264                     1,577
      Due to affiliates.............................................            1,705                     2,224
                                                                     ----------------          ----------------
         Total current liabilities..................................           28,075                    15,935
                                                                     ----------------          ----------------
  
  LONG-TERM DEBT, less current portion..............................          209,337                   195,909
                                                                     ----------------          ----------------
  
  FOREIGN EXCHANGE CALL OPTIONS AND OTHER...........................            1,671                     2,184
                                                                     ----------------          ----------------
  
  LONG-TERM DEBT, due to shareholder................................            9,660                     9,453
                                                                     ----------------          ----------------
  
  COMMITMENTS AND CONTINGENCIES
  
  SHAREHOLDERS' EQUITY
      Class A common shares, (UK Pound).01 par value - authorized, 
         50,000,000 shares; issued, 37,231,997 
         and 28,372,334.............................................              372                       284
      Class B common shares, (UK Pound).01 par value - authorized, 
         50,000,000 shares; issued, 12,872,605......................              129                       129
      Additional capital............................................          358,718                   287,397
      Accumulated deficit...........................................          (91,429)                  (79,442)
                                                                     ----------------          ----------------
           Total shareholders' equity...............................          267,790                   208,368
                                                                     ----------------          ----------------
                                                                    (UK Pound)516,533         (UK Pound)431,849
                                                                     ================          ================
  See notes to condensed consolidated financial statements.
  
                                                             2
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  Three Months Ended March 31,
                                                                             1996                      1995
                                                                     (in (UK Pound)000's, except per share data)
  REVENUES
      Service income................................................  (UK Pound)1,947           (UK Pound)
      Consulting fee income.........................................              387                       335
                                                                       --------------            --------------
                                                                                2,334                       335
                                                                       --------------            --------------
  
  COSTS AND EXPENSES
      Operating.....................................................              793
      Selling, general and administrative...........................            3,211                       984
      Management fees...............................................              606                       677
      Depreciation and amortization.................................            1,489                       507
                                                                       --------------            --------------
  
                                                                                6,099                     2,168
                                                                       --------------            --------------
  
  OPERATING LOSS....................................................           (3,765)                   (1,833)
  
  INVESTMENT (INCOME) EXPENSE
      Interest expense..............................................            5,693                       188
      Investment income.............................................           (4,720)                   (2,619)
      Equity in net losses of affiliates............................            5,698                     4,738
      Exchange losses and other.....................................            1,551                        68
                                                                       --------------            --------------
                                                                                8,222                     2,375
                                                                       --------------            --------------
  
  NET LOSS..........................................................          (11,987)                   (4,208)
  
  ACCUMULATED DEFICIT
      Beginning of period ..........................................          (79,442)                  (50,480)
                                                                       --------------            --------------
  
      End of period.................................................((UK Pound)91,429)        ((UK Pound)54,688)
                                                                      ===============           ===============
  
  NET LOSS PER SHARE................................................   ((UK Pound).28)           ((UK Pound).10)
                                                                      ===============           ===============
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD..........................           42,511                    41,245
                                                                      ===============           ===============
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  Three Months Ended March 31,
                                                                             1996                      1995
                                                                        (UK Pound)000             (UK Pound)000
  OPERATING ACTIVITIES
      Net loss......................................................((UK Pound)11,987)         ((UK Pound)4,208)
      Adjustments to reconcile net loss to net cash provided
        by (used in) operating activities:
         Depreciation and amortization..............................            1,489                       507
         Amortization on foreign exchange contracts.................              665                      (137)
         Non-cash interest expense..................................            5,693                       188
         Non-cash investment income.................................           (1,604)                     (993)
         Exchange losses............................................            1,456
         Equity in net losses of affiliates.........................            5,698                     4,738
         Increase in foreign exchange contracts, net................               19                    (1,854)
                                                                      ---------------            --------------
                                                                                1,429                    (1,759)
  
         Decrease (increase) in accounts receivable and 
            prepaid charges and other...............................            1,624                    (1,188)
         Increase in accounts payable and accrued expenses..........            1,991                     1,972
         Decrease in due to affiliates..............................             (519)                   (3,986)
                                                                      ---------------            --------------
  
                Net cash provided by (used in) operating 
                   activities ......................................            4,525                    (4,961)
                                                                      ---------------            --------------
  
  FINANCING ACTIVITIES
      Issuance of shares, net.......................................                                        (53)
                                                                      ---------------            --------------
  
                Net cash used in financing activities...............                                        (53)
                                                                      ---------------            --------------
  
  INVESTING ACTIVITIES
      Acquisition, net of cash acquired.............................          (10,203)
      Sales of short-term investments, net..........................           20,212                     5,094
      Capital contributions and advances to affiliates..............           (7,505)                   (6,400)
      Additions to property and equipment...........................          (13,021)                   (4,313)
      Deferred charges and other....................................             (180)                       (8)
                                                                      ---------------            --------------
  
                Net cash used in investing activities...............          (10,697)                   (5,627)
                                                                      ---------------            --------------
  
  DECREASE IN CASH AND CASH EQUIVALENTS.............................           (6,172)                  (10,641)
  
  CASH AND CASH EQUIVALENTS, beginning of period....................          162,231                   100,117
                                                                      ---------------            --------------
  
  CASH AND CASH EQUIVALENTS, end of period..........................(UK Pound)156,059          (UK Pound)89,476
                                                                     ================           ===============
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  March  31,  1996  and  the  condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1996 and 1995 have been prepared
       by Comcast UK Cable  Partners  Limited  (the  "Company")  and have not been
       audited  by  the  Company's   independent   auditors.  In  the  opinion  of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations  and  cash  flows  as of  March  31,  1996  and for all  periods
       presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1996
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
  3.   SINGTEL TRANSACTION
  
       On March 19, 1996,  the Company  completed  the  acquisition  (the "Singtel
       Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
       Telecom") 50% interest in Cambridge  Holding  Company  Limited  ("Cambridge
       Cable"),  pursuant to the terms of a Share Exchange  Agreement  executed by
       the parties in December  1995.  In exchange  for  Singapore  Telecom's  50%
       interest in Cambridge Cable and certain loans made to Cambridge Cable, with
       accrued interest thereon,  the Company issued  approximately 8.9 million of
       its Class A Common Shares and paid  approximately (UK Pound)11.8 million to
       Singapore  Telecom.  The Company has accounted for the Singtel  Transaction
       under the  purchase  method.  As a result of the Singtel  Transaction,  the
       Company now owns 100% of Cambridge Cable and has consolidated the financial
       position of Cambridge  Cable  effective  March 31,  1996.  The Company will
       begin  consolidating the results of operations of Cambridge Cable effective
       April 1, 1996.
  
                                          5
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The following pro forma  information  has been  presented as if the Singtel
       Transaction  had occurred at the  beginning of each period.  This pro forma
       information  is based on  historical  results of  operations  adjusted  for
       acquisition  costs and, in the opinion of  management,  is not  necessarily
       indicative  of what results  would have been had the Company  owned 100% of
       Cambridge Cable since such dates.
  Three Months Ended March 31,
                                                                           1996              1995
                                                               (in (UK Pound)000's, except per share data)
  Revenues.....................................................(UK Pound)8,557   (UK Pound)4,837
  
       Net loss.....................................................        (13,612)           (5,931)
  
       Net loss per share...........................................           (.27)             (.12)
  4.   INVESTMENTS IN AFFILIATES
  
       The Company has  historically  invested in three  affiliates  (the  "Equity
       Investees," which term excludes  Cambridge Cable as of March 31, 1996 - see
       Note 3): Birmingham Cable Corporation Limited ("Birmingham  Cable"),  Cable
       London PLC ("Cable  London")  and  Cambridge  Cable.  The Equity  Investees
       operate integrated cable communications, residential telephony and business
       telecommunications  systems in their  respective major  metropolitan  areas
       under   exclusive    cable    television    licenses   and    non-exclusive
       telecommunications  licenses. As of March 31, 1996, the Company's ownership
       interest in these affiliates is as follows:
  
                  Birmingham Cable................................27.5%
                  Cable London....................................49.0%
                  Cambridge Cable (1)............................100.0%
       ---------------
       (1)  Increased in March 1996 from 50.0% due to the acquisition of Singapore
            Telecom's interest (see Note 3).
  
       Included in investments in affiliates as of March 31, 1996 and December 31,
       1995 are  loans to Cable  London  of (UK  Pound)21.0  million  and  accrued
       interest of (UK Pound)2.4 million and (UK Pound)1.9 million,  respectively.
       The loans accrue  interest at a rate of 2% above the published base lending
       rate of Barclays  Bank plc (8.0%  effective  rate as of March 31, 1996) and
       are  subordinate to Cable London's  revolving bank credit  facility.  These
       loans are  convertible  into ordinary shares of Cable London at a per share
       conversion  price  of (UK  Pound)2.00.  Also  included  in  investments  in
       affiliates  as of  December  31, 1995 are loans to  Cambridge  Cable of (UK
       Pound)47.4  million and  accrued  interest of (UK  Pound)5.1  million.  The
       Cambridge Cable loans and related accrued  interest have been eliminated in
       consolidation as of March 31, 1996 (see Note 3).
  
                                          6
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for affiliates  accounted for under the
       equity method is as follows:
  Birmingham        Cable       Cambridge
                                                                Cable         London       Cable (1)        Other         Combined
                                                            (UK Pound)000 (UK Pound)000  (UK Pound)000  (UK Pound)000   (UK Pound)000
  THREE MONTHS ENDED MARCH 31, 1996
       Results of operations
           Service income...................................     12,312        9,121         6,401                          27,834
           Depreciation and amortization....................     (4,554)      (3,329)       (2,168)                        (10,051)
           Operating loss...................................     (2,794)      (3,149)       (2,133)                         (8,076)
           Net loss.........................................     (4,434)      (4,633)       (4,419)                        (13,486)
           Company's equity in net loss.....................     (1,218)      (2,270)       (2,210)                         (5,698)
  
       AT MARCH 31, 1996
       Financial position
           Current assets...................................     81,719        7,429                                        89,148
           Noncurrent assets................................    251,609      133,064                                       384,673
           Current liabilities..............................     26,168       17,968                                        44,136
           Noncurrent liabilities...........................    188,061       81,808                                       269,869
  
       THREE MONTHS ENDED MARCH 31, 1995
       Results of operations
           Service income...................................      8,999        6,917         4,617          601             21,134
           Depreciation and amortization....................     (3,127)      (2,233)       (1,552)         (13)            (6,925)
           Operating loss...................................     (2,706)      (2,693)       (2,535)      (2,340)           (10,274)
           Net loss.........................................     (3,081)      (3,221)       (3,870)      (2,290)           (12,462)
           Company's equity in net loss.....................       (846)      (1,575)       (1,935)        (382)            (4,738)
       ---------------
  (1)  As a result  of the  Singtel  Transaction,  the  Company  owns 100% of
            Cambridge  Cable  and  has  consolidated  the  financial  position  of
            Cambridge Cable effective March 31, 1996 (see Note 3).
  5.   LONG-TERM DEBT
  
       In November 1995, the Company received net proceeds of approximately $291.1
       million ((UK  Pound)186.9  million) from the sale of  approximately  $517.3
       million  principal  amount  at  maturity  of  its  11.20%  Senior  Discount
       Debentures due 2007 (the "2007 Discount  Debentures") in a public offering.
       Interest will accrete on the 2007  Discount  Debentures at 11.20% per annum
       compounded semi-annually from November 15, 1995 to November 15, 2000, after
       which date  interest  will be paid in cash on each May 15 and  November  15
       through November 15, 2007. The 2007 Discount Debentures contain restrictive
       covenants which limit the Company's ability to pay dividends.
  
       As of March 31, 1996,  long-term  debt  includes (UK  Pound)5.4  million of
       Cambridge  Cable's  capitalized lease  obligations,  of which (UK Pound)1.2
       million is classified as current.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast U.K. Consulting, Inc. ("UK Consulting"),  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,  these fees have been classified as
       long-term  receivables and are included in investments in affiliates in the
       Company's condensed consolidated balance
  
                                          7
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       sheet. In addition,  the Company's shares in Cable London have been pledged
       to secure the Cable London credit facility.
  
       Management fee expense is incurred under agreements  between the Company on
       the  one  hand,  and  Comcast   Corporation   ("Comcast"),   the  Company's
       controlling  shareholder,  and Comcast UK Cable Partners  Consulting,  Inc.
       ("Comcast Consulting"),  an indirect wholly owned subsidiary of Comcast, on
       the other,  whereby  Comcast  and  Comcast  Consulting  provide  consulting
       services to the Equity  Investees  on behalf of the Company and  management
       services to the Company.  Such  management  fees are based on Comcast's and
       Comcast Consulting's cost of providing such services.  As of March 31, 1996
       and  December  31,  1995,  due to  affiliates  consists  primarily  of this
       management fee and operating expenses paid by Comcast and its affiliates on
       behalf of the Company.
  
       For the three  months  ended  March 31,  1996 and 1995,  investment  income
       includes  interest income of (UK Pound)1.6  million and (UK  Pound)993,000,
       respectively, relating to the loans to affiliates described in Note 4.
  
       Long-term debt due to shareholder consists of 9% Subordinated Notes payable
       to Comcast UK Holdings,  Inc.  which are due in 1999.  For the three months
       ended March 31, 1996 and 1995, the Company recognized (UK Pound)207,000 and
       (UK  Pound)188,000,  respectively,  of  interest  expense  relating to such
       notes.
  
       In management's  opinion,  the foregoing  transactions were entered into on
       terms no more favorable than those with nonaffiliated parties.
  
                                          8
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Overview
  
  Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
  indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   was
  incorporated in 1992 to develop,  construct, manage and operate the interests of
  Comcast in the United Kingdom ("UK") cable and  telecommunications  industry. As
  of March 31, 1996, the Company has interests in four  operations (the "Operating
  Companies"): Birmingham Cable Corporation Limited ("Birmingham Cable"), in which
  the Company owns a 27.5% interest,  Cable London PLC ("Cable London"),  in which
  the Company owns a 49.0% interest, Cambridge Holding Company Limited ("Cambridge
  Cable"),  in which the  Company  owns a 100.0%  interest  (see  below),  and the
  franchises  for  Darlington  and Teesside,  England  ("Teesside"),  in which the
  Company owns a 100%  interest.  The Operating  Companies  hold  exclusive  cable
  television  licenses  and  non-exclusive   telecommunications  licenses  in  ten
  franchise areas. Teesside commenced  construction of a cable  telecommunications
  network  to serve  its  franchises  in the third  quarter  of 1994 and added its
  initial cable and telephony subscribers in June 1995.
  
  When build-out of the Operating  Companies'  systems is complete,  these systems
  will  have the  potential  to serve  approximately  1.6  million  homes  and the
  businesses  within their  franchise  areas.  As of March 31, 1996, the Operating
  Companies'  systems passed more than 784,000 homes or  approximately  49% of the
  homes in their franchise  areas and served more than 204,000 cable  subscribers,
  201,000   residential   telephony   subscribers  and  6,300  business  telephony
  subscribers.
  
  The Company  accounts for its  interests in Birmingham  Cable,  Cable London and
  Cambridge  Cable  (collectively,  the "Equity  Investees,"  which term  excludes
  Cambridge Cable as of March 31, 1996 - see below) under the equity method.
  
  General Developments of Business
  
  Singtel Transaction
  
  On  March  19,  1996,  the  Company  completed  the  acquisition  (the  "Singtel
  Transaction") of Singapore  Telecom  International  Pte.  Limited's  ("Singapore
  Telecom")  50%  interest in  Cambridge  Cable,  pursuant to the terms of a Share
  Exchange  Agreement  executed by the parties in December  1995.  In exchange for
  Singapore  Telecom's  50% interest in Cambridge  Cable and certain loans made to
  Cambridge Cable, with accrued interest thereon, the Company issued approximately
  8.9 million of its Class A Common Shares and paid  approximately  (UK Pound)11.8
  million  to  Singapore  Telecom.  The  Company  has  accounted  for the  Singtel
  Transaction under the purchase method.  As a result of the Singtel  Transaction,
  the Company now owns 100% of Cambridge Cable and has  consolidated the financial
  position of Cambridge  Cable  effective  March 31, 1996.  The Company will begin
  consolidating  the results of operations of Cambridge  Cable  effective April 1,
  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
  
                                          9
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  November 1995.  Interest will accrete on the 2007 Discount  Debentures at 11.20%
  per annum compounded  semi-annually from November 15, 1995 to November 15, 2000,
  after which date  interest  will be paid in cash on each May 15 and  November 15
  through  November 15, 2007.  The 2007 Discount  Debentures  contain  restrictive
  covenants  which  limit the  Company's  ability  to pay  dividends.  The  Equity
  Investees have not paid any dividends to the Company and are not expected to pay
  any dividends in the foreseeable future.
  
  Except for its  working  capital  requirements,  the  Company's  cash needs will
  depend on management's investment decisions.  Investment  considerations include
  (i) whether further capital  contributions will be made to the Equity Investees,
  (ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
  the Operating  Companies are able to generate positive operating cash flow, (iv)
  the timing of the build-out of the Operating Companies' systems, and (v) whether
  there may be future  acquisitions  and trades funded in cash or Company  shares.
  There are no  agreements  or  negotiations  for specific  material  acquisitions
  currently pending.
  
  Historically,  the  Company  has made  investments  in the Equity  Investees  in
  conjunction  with  proportionate  investments  by its  strategic  and  financial
  partners.  The Company made capital  contributions and advances to the Operating
  Companies in the aggregate of (UK Pound)22.1  million and (UK Pound)10.9 million
  during the three  months ended March 31, 1996 and 1995,  respectively.  Although
  the  Company  is not  contractually  committed  to make any  additional  capital
  contributions or advances to any of the Equity  Investees,  it currently intends
  to fund its share of the  amounts  necessary  for  capital  expenditures  and to
  finance  operating  deficits.  Failure  to  do so  could  dilute  the  Company's
  ownership interest in the Equity Investees.
  
  The Company estimates that the Operating  Companies will require an aggregate of
  approximately  (UK Pound)550  million to (UK  Pound)650  million after March 31,
  1996 to complete the build-out of their  systems.  Although the Company  expects
  that its strategic and financial  partners in the Equity  Investees will provide
  their share of such funds,  they are not  contractually  obligated to do so, and
  thus no assurance of such funding can be given.  If the Company's  strategic and
  financial partners fail to provide such financing,  the Equity Investees will be
  required to seek additional funds elsewhere. Such additional funds may come from
  the Company,  from new strategic and financial  partners,  from borrowings under
  existing or new credit  facilities or from other sources,  although there can be
  no assurance that any such financing would be available on acceptable  terms and
  conditions.  The Company and its strategic and financial partners generally have
  veto rights over the Equity Investees' debt financing decisions.  Failure of any
  Operating Company to obtain financing necessary to complete the build-out of its
  system could result in loss of its cable franchises and licenses.
  
  The Company has entered  into foreign  exchange  forward  contracts  and foreign
  exchange option contracts as a normal part of its risk management efforts.
  
  During 1995,  the Company  entered into  foreign  exchange put option  contracts
  which may be settled only on November 16, 2000.  These put option  contracts are
  used to limit the Company's exposure to the risk that the eventual cash outflows
  related to net monetary  liabilities  denominated  in currencies  other than its
  functional currency (the UK Pound Sterling or "UK Pound")  (principally the 2007
  Discount  Debentures) are adversely affected by changes in exchange rates. As of
  March 31,  1996,  the Company has (UK  Pound)250.0  million  notional  amount of
  foreign  exchange put option  contracts to purchase United States ("US") dollars
  at an exchange rate of $1.35 per (UK Pound)1.00 (the "Ratio").  Foreign exchange
  put option  contracts  provide a hedge,  to the extent the  exchange  rate falls
  below the Ratio, against the Company's net monetary  liabilities  denominated in
  US dollars  since  gains and losses  realized  on the put option  contracts  are
  offset  against  gains or losses  realized on the  underlying  net  liabilities.
  Premiums  paid for such put  option  contracts  of (UK  Pound)13.9  million  are
  included in foreign  exchange put options and other in the  Company's  condensed
  consolidated  balance  sheet,  net of related  amortization.  These premiums are
  being amortized over the terms of the related contracts of five years.
  
                                         10
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  In order to reduce hedging costs,  the Company has sold (UK Pound)250.0  million
  notional  amount of foreign  exchange call option  contracts.  These call option
  contracts may only be settled on their  expiration  dates.  Of these call option
  contracts,  (UK Pound)200.0  million notional amount settle on November 16, 1996
  at an  exchange  rate of $1.70 per (UK  Pound)1.00  and (UK  Pound)50.0  million
  notional amount settle on November 16, 2000 at an exchange rate of $1.62 per (UK
  Pound)1.00.  Changes in fair value between  measurement  dates relating to these
  call option contracts of (UK Pound)1.8  million for the three months ended March
  31, 1996 have been recorded in the Company's condensed consolidated statement of
  operations.
  
  The credit risks associated with the Company's derivative financial  instruments
  are controlled through the evaluation and monitoring of the  creditworthiness of
  the  counterparties.  Although the Company may be exposed to losses in the event
  of  nonperformance  by the  counterparties,  the  Company  does not expect  such
  losses, if any, to be significant.
  
  The Company's ability to meet its long-term  liquidity and capital  requirements
  is contingent upon the Operating Companies' ability to obtain external financing
  and  generate  positive  operating  cash flow and the  continued  funding by the
  Company's  strategic and financial  partners.  The Company believes that the net
  proceeds  from the sale of the 2007  Discount  Debentures  will be sufficient to
  fund the Company's  expected  capital  contributions  and advances to Birmingham
  Cable  and Cable  London  and to fund  development  and  construction  costs for
  Cambridge Cable and Teesside through the end of 1997.
  
  The Operating Companies
  
  The following is a discussion of the liquidity and capital  resources of each of
  the Operating  Companies.  Such financial  information has not been adjusted for
  the Company's proportionate ownership percentages in the Operating Companies.
  
  Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
  have been  capital  contributions  and loans from the Company and the  Company's
  strategic  and financial  partners and cash from the issuance of its  preference
  shares.  Birmingham Cable estimates that  approximately  (UK Pound)47.0  million
  will be  required  between  April 1,  1996 and  December  31,  1996 to  continue
  development and construction of its  cable/telephony  network. An additional (UK
  Pound)50.0  million to (UK  Pound)70.0  million is  expected  to be  required to
  complete the build-out after 1996. The Company expects that the majority of such
  funds will be provided by cash from the issuance of its preference  shares.  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 existing  credit  facility.  Cable
  London  estimates that  approximately  (UK  Pound)43.0  million will be required
  between  April  1,  1996 and  December  31,  1996 to  continue  development  and
  construction  of its  cable/telephony  network.  An  additional  (UK  Pound)90.0
  million to (UK  Pound)110.0  million is expected to be required to complete  the
  build-out  after 1996. The Company  expects that a portion of such funds will be
  provided by  borrowings  under Cable  London's  existing  credit  facility.  Any
  additional  funding may come from the  Company or its  strategic  and  financial
  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.
  
  Cambridge Cable.  Historically,  Cambridge Cable's primary source of funding has
  been  capital  contributions  and  loans  from  the  Company  and the  Company's
  strategic and financial  partner.  Cambridge Cable estimates that  approximately
  (UK Pound)30.0  million will be required  between April 1, 1996 and December 31,
  1996 to continue development and construction of its cable/telephony network. An
  additional (UK Pound)150.0  million to (UK Pound)180.0 million is expected to be
  required to  complete  the  build-out  after 1996.  The Company  expects  that a
  portion of such funds will be provided
  
                                         11
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  by the Company,  borrowings  under  credit  facilities,  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 and loans from the Company.  Teesside estimates that approximately
  (UK Pound)44.0  million will be required  between April 1, 1996 and December 31,
  1996 to continue development and construction of its cable/telephony network. An
  additional (UK Pound)110.0  million to (UK Pound)130.0 million is expected to be
  required to  complete  the  build-out  after 1996.  The Company  expects  that a
  portion of such funds will be provided by the Company,  borrowings  under credit
  facilities,  or from other sources,  although there can be no assurance that any
  such financing will be available on acceptable terms and conditions.
  
  Results of Operations
  
  The Company
  
  The Company  recognized net losses of (UK  Pound)12.0  million and (UK Pound)4.2
  million  for the  three  months  ended  March 31,  1996 and 1995,  respectively,
  representing an increase of (UK Pound)7.8  million or 186% from 1995 as compared
  to the  same  period  in  1996.  The  Company's  losses  are due to the  Company
  recognizing its proportionate  share of the Equity Investees' net losses and the
  effects of the continuing construction of Teesside's cable/telephony network.
  
  Substantially  all of the  increases  in  service  income,  operating  expenses,
  selling,  general and administrative expenses, and depreciation and amortization
  expense  for the three  months  ended  March 31,  1996,  as compared to the same
  period in 1995, are  attributable to the effects of the continuing  construction
  of Teesside's cable/telephony network.
  
  Interest  expense  for the three  months  ended  March 31, 1996 and 1995 was (UK
  Pound)5.7 million and (UK Pound)188,000,  respectively, representing an increase
  of (UK Pound)5.5  million from 1995 as compared to the same period in 1996.  The
  increase is  attributable  to interest  expense on the 2007 Discount  Debentures
  incurred during the first quarter of 1996.
  
  Investment  income for the three  months  ended  March 31, 1996 and 1995 was (UK
  Pound)4.7  million and (UK  Pound)2.6  million,  respectively,  representing  an
  increase  of (UK  Pound)2.1  million  or 81% from 1995 as  compared  to the same
  period in 1996.  The  increase is  attributable  to the  increase in the average
  balance of cash, cash equivalents and short-term investments held by the Company
  during the first quarter of 1996 over the same period in 1995.
  
  Equity in net losses of affiliates for the three months ended March 31, 1996 and
  1995  were  (UK  Pound)5.7  million  and (UK  Pound)4.7  million,  respectively,
  representing an increase of approximately (UK Pound)1.0 million or 21% from 1995
  as compared  to the same period in 1996.  The  increase is  attributable  to the
  increases  in net losses of the Equity  Investees  from 1995 as  compared to the
  same period in 1996.
  
  Exchange losses and other was (UK Pound)1.6 million and (UK Pound)68,000 for the
  three  months  ended  March 31,  1996 and 1995,  respectively,  representing  an
  increase of (UK  Pound)1.5  million  from 1995 as compared to the same period in
  1996. The increase is attributable to the Company's  losses on the 2007 Discount
  Debentures,   a  liability  denominated  in  US  dollars,   resulting  from  the
  devaluation  of the UK Pound against the US dollar during the three months ended
  March 31, 1996,  partially offset by foreign currency  exchange gains recognized
  on the call option contracts sold by the Company during 1995.
  
  Comcast U.K.  Consulting,  Inc. ("UK Consulting"),  a wholly owned subsidiary of
  the Company,  earns consulting fee income under  consulting  agreements with the
  Equity  Investees.  The consulting fee income is generally based on a percentage
  of gross  revenues or a fixed amount per dwelling unit in the Equity  Investees'
  franchise areas. Consulting fee income for the three months ended March 31, 1996
  and 1995 was (UK Pound)387,000 and (UK Pound)335,000, respectively, representing
  an increase of (UK  Pound)52,000 or 16% from 1995 as compared to the same period
  in 1996.  Such  increase  is a  result  of an  increase  in the  service  income
  recognized by the Equity Investees (see below).
  
                                         12
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  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.  Total management fees for the three months ended March
  31, 1996 and 1995 were (UK  Pound)606,000 and (UK  Pound)677,000,  respectively,
  representing a decrease of (UK  Pound)71,000 or 10% from 1995 as compared to the
  same period in 1996.
  
  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 three months
  ended March 31, 1996 and 1995 is based on their  proportionate  combined results
  of  operations.  Such  proportionate  combined  results of operations  have been
  derived from the financial  statements of the Company and the Equity  Investees,
  after  giving  effect  to the  Company's  ownership  interests  in  each  of the
  Operating Companies as of March 31, 1996. The Company believes that presentation
  of  proportionate  combined  financial  data,  although not in  accordance  with
  generally  accepted  accounting  principles,  facilitates the  understanding and
  assessment  of its  operating  performance  since the Company  accounts  for its
  interests in Birmingham  Cable,  Cable London and Cambridge Cable (through March
  31, 1996) under the equity  method.  The results of  operations  of Teesside 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)16.2  million  and (UK
  Pound)10.5  million  for the  three  months  ended  March  31,  1996  and  1995,
  respectively, representing an increase of (UK Pound)5.7 million or 54% from 1995
  as compared to the same period in 1996.  Substantially all of the revenue growth
  was due to  increases  in the  number  of  cable  communications  and  telephony
  subscribers, primarily as a result of additional homes passed. Approximately 49%
  and 51% of the  Operating  Companies'  revenues for the three months ended March
  31, 1996 and 1995,  respectively,  are derived from monthly subscription charges
  relating  primarily to cable  communications  services and approximately 51% and
  49% of their revenues for these periods are derived primarily from usage charges
  relating to telephony services.
  
  Proportionate combined operating,  selling,  general and administrative expenses
  were (UK  Pound)17.1  million and (UK  Pound)12.4  million for the three  months
  ended March 31,  1996 and 1995,  respectively,  representing  an increase of (UK
  Pound)4.7  million  or 38% from  1995 as  compared  to the same  period in 1996.
  Substantially all of the increase was attributable to the continued  development
  of Teesside's  operations  and increased  business  activity  resulting from the
  growth in the number of subscribers and development of the Operating  Companies'
  franchise areas.
  
  Proportionate  combined  depreciation and amortization expense was (UK Pound)6.3
  million and (UK Pound)3.9  million for the three months ended March 31, 1996 and
  1995,  respectively,  representing  an increase of (UK Pound)2.4  million or 62%
  from 1995 as  compared  to the same  period in 1996.  This  increase  was due to
  certain  of  the  Operating   Companies'   discrete  build  
  
                                         13
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  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 increased  number of subscribers in those discrete  franchise areas remaining
  in their Prematurity Period.
  
  Proportionate  combined  interest  expense  was (UK  Pound)4.3  million  and (UK
  Pound)2.3  million  for  the  three  months  ended  March  31,  1996  and  1995,
  respectively, representing an increase of (UK Pound)2.0 million or 87% from 1995
  as compared to the same period in 1996. The increase was primarily  attributable
  to additional loans from shareholders and borrowings under credit facilities.
  
  Proportionate   combined   interest  income  was  (UK   Pound)844,000   and  (UK
  Pound)623,000 for the three months ended March 31, 1996 and 1995,  respectively,
  representing  an increase of (UK  Pound)221,000  or 35% from 1995 as compared to
  the same period in 1996.  The  increase was  attributable  to an increase in the
  average  balance  of cash,  cash  equivalents  and  restricted  cash held by the
  Operating  Companies during the three months ended March 31, 1996 as compared to
  the same period in 1995.
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   Legal Proceedings
  
            Neither  the  Company  nor the  Operating  Companies  are party to any
            material litigation.
  
  ITEM 4.   Submission of Matters to a Vote of Security Holders
  
            At a Special  General  Meeting of  Shareholders on March 14, 1996, the
            shareholders approved the following proposals:
  
            1.   To approve an agreement to acquire all of the outstanding  shares
                 not currently  held by the Company of Cambridge  Holding  Company
                 Limited.
  
                 Class of Stock        For         Against    Abstain     No Vote
                    Class A         21,799,588      1,000      4,400     2,068,312
                    Class B        128,726,050
  
            2.   To approve  shareholder  resolution  that the  maximum  number of
                 directors of the Company shall be twenty.
  
                 Class of Stock        For         Against    Abstain
                    Class A         22,820,420    1,027,730   25,150
                    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:
  
                 1.   The Company filed a Current Report on Form 8-K under Items 5
                      and 7 on January  22,  1996  relating  to its  agreement  to
                      exchange  its Class A Common  Shares and cash for  Singapore
                      Telecom   International   Pte.  Limited's  50%  interest  in
                      Cambridge  Holding  Company  Limited,   which  included  the
                      Company's   Unaudited  Pro  Forma   Condensed   Consolidated
                      Financial Statements and the Unaudited Condensed 
  
                                         14
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
                      Consolidated   Financial  Statements  of  Cambridge  Holding
                      Company  Limited,  each as of and for the nine months  ended
                      September 30, 1995 and for the year ended December 31, 1994.
  
                 2.   The Company filed a Current Report on Form 8-K under Items 2
                      and 7 on March 22, 1996  relating to the  completion  of its
                      acquisition   of  Singapore   Telecom   International   Pte.
                      Limited's 50% interest in Cambridge  Holding Company Limited
                      in  exchange  for the  Company's  Class A Common  Shares and
                      cash,  which  included  the  Company's  Unaudited  Pro Forma
                      Condensed  Consolidated  Financial  Statements as of and for
                      the year ended December 31, 1995.
  
                                         15
  COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
                                      SIGNATURE
  
       Pursuant to the  Requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                              COMCAST UK CABLE PARTNERS LIMITED
                                              ------------------------------------
  
                                              /s/ LAWRENCE S. SMITH
                                              ------------------------------------
  
                                              Lawrence S. Smith
                                              Senior Vice President
                                              Accounting and Administration
                                              (Chief Accounting Officer)
  
  Date: May 15, 1996
  
                                         16