UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                          Commission File No. 0-25691
                                              -------

                                NTL INCORPORATED
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     13-4051921
------------------------------------        ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)


110 East 59th Street, New York, New York                               10022
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                                 (212) 906-8440
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes  X  No
                                     ---    ---

The number of shares  outstanding  of the issuer's  common stock as of September
30, 1999 was 105,355,584.


<PAGE>

                        NTL Incorporated and Subsidiaries


                                      Index


PART I.  FINANCIAL INFORMATION                                             Page

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets-
         September 30, 1999 and December 31, 1998 ........................   2

         Condensed Consolidated Statements of Operations-
         Three and nine months ended September 30, 1999 and 1998 .........   4

         Condensed Consolidated Statement of Shareholders' Equity-
         Nine months ended September 30, 1999 ............................   5

         Condensed Consolidated Statements of Cash Flows-
         Nine months ended September 30, 1999 and 1998 ...................   7

         Notes to Condensed Consolidated Financial Statements ............   8

Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition ..............................  17

Item 3.  Quantitative and Qualitative Disclosure about Market Risk .......  29

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K ................................  30

SIGNATURES ...............................................................  32

<PAGE>


PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


                        NTL Incorporated and Subsidiaries
                      Condensed Consolidated Balance Sheets
                             (dollars in thousands)
<TABLE>
<CAPTION>




                                                                     SEPTEMBER 30,         DECEMBER 31,
                                                                         1999                  1998
                                                                    ----------------------------------
                                                                     (unaudited)            (see note)
<S>                                                                 <C>                    <C>
ASSETS
Current assets:
   Cash and cash equivalents                                        $  1,265,613           $   736,265
   Marketable securities                                                 302,197               260,631
   Accounts receivable - trade, less allowance for doubtful
     account of $72,486 (1999) and $38,475 (1998)                        322,476               152,356
   Other                                                                  78,790                55,248
                                                                    ----------------------------------
Total current assets                                                   1,969,076             1,204,500

Fixed assets, net                                                      5,484,183             3,854,430
Intangible assets, net                                                 3,032,589               725,028
Investment in Cable London PLC, net of accumulated
  amortization of $16,879 (1999) and $3,093 (1998)                       207,038               229,093
Other assets, net of accumulated amortization
  of $43,882 (1999) and $56,264 (1998)                                   334,431               181,046
                                                                    ----------------------------------
Total assets                                                        $ 11,027,317           $ 6,194,097
                                                                    ==================================
</TABLE>

                                       2

<PAGE>

                        NTL Incorporated and Subsidiaries
                Condensed Consolidated Balance Sheets - continued
                             (dollars in thousands)
<TABLE>
<CAPTION>

                                                                              SEPTEMBER 30,          DECEMBER 31,
                                                                                  1999                   1998
                                                                              -----------------------------------
                                                                              (unaudited)             (see note)
<S>                                                                           <C>                    <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                           $    248,431           $    167,079
   Accrued expenses and other                                                      394,361                221,070
   Accrued construction costs                                                       83,596                 88,033
   Interest payable                                                                 27,077                 34,258
   Deferred revenue                                                                161,310                 69,820
   Current portion of long-term debt                                               114,976                 23,691
                                                                              -----------------------------------
Total current liabilities                                                        1,029,751                603,951

Long-term debt                                                                   7,482,814              5,043,803
Commitments and contingent liabilities
Deferred income taxes                                                               89,574                 67,062
Senior redeemable exchangeable preferred stock - $.01 par value,
  plus accreted dividends; liquidation preference $138,000; less
  unamortized discount of $2,900 (1999) and $3,133 (1998); issued
  and outstanding 138,000 (1999) and 125,000 (1998) shares                         137,175                124,127

Shareholders' equity:
   Series preferred stock - $.01 par value; authorized 10,000,000
     shares:
       Series A - liquidation preference $138,165; issued and
         outstanding 125,000 shares                                                      2                      2
       Series B - liquidation preference $56,252; issued and
         outstanding 52,000 shares                                                       -                      -
       Convertible Series A - liquidation preference $518,000; issued
         and outstanding 518,000 (1999) and none (1998) shares                           5                      -
       5% Series A - liquidation preference $755,000; issued and
         outstanding 755,000 (1999) and none (1998) shares                               8                      -
   Common stock - $.01 par value; authorized 400,000,000 shares; issued
     and outstanding 105,356,000 (1999) and 60,249,000 (1998) shares                 1,054                    602
   Additional paid-in capital                                                    4,256,265              1,501,561
   Accumulated other comprehensive income                                          139,309                104,657
   (Deficit)                                                                    (2,108,640)            (1,251,668)
                                                                              -----------------------------------
                                                                                 2,288,003                355,154
                                                                              -----------------------------------
Total liabilities and shareholders' equity                                    $ 11,027,317           $  6,194,097
                                                                              ===================================
</TABLE>

Note: The balance sheet at December 31, 1998 has been derived from the audited
      financial statements at that date.

See accompanying notes.


                                       3
<PAGE>

                        NTL Incorporated and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
                  (dollars in thousands, except per share data)
<TABLE>
<CAPTION>


                                                                THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                                   SEPTEMBER 30                          SEPTEMBER 30
                                                          -----------------------------        ------------------------------
                                                              1999               1998              1999                1998
                                                          -----------------------------        ------------------------------
<S>                                                       <C>                 <C>                 <C>              <C>
REVENUES
Local telecommunications and television                   $  220,262          $  84,366        $   585,582         $  214,545
National and international telecommunications                141,595             64,185            360,180            166,845
Broadcast transmission and other                              55,198             33,933            144,931            100,825
Other telecommunications                                           -                  -                  -              2,375
                                                          -----------------------------        ------------------------------
                                                             417,055            182,484          1,090,693            484,590

COSTS AND EXPENSES
Operating expenses                                           206,839             88,122            536,215            243,476
Selling, general and administrative expenses                 144,811             78,543            419,182            192,070
Franchise fees                                                 7,710              6,223             22,287             18,729
Corporate expenses                                             7,373              4,018             21,082             11,797
Depreciation and amortization                                201,888             61,218            533,627            156,785
                                                          -----------------------------        ------------------------------
                                                             568,621            238,124          1,532,393            622,857
                                                          -----------------------------        ------------------------------
Operating (loss)                                            (151,566)           (55,640)          (441,700)          (138,267)

OTHER INCOME (EXPENSE)
Interest and other income                                     13,416             16,318             34,150             39,796
Interest expense                                            (186,670)           (84,800)          (485,212)          (226,422)
Foreign currency transaction gains (losses)                   46,693             (9,770)            35,790             (6,973)
                                                          ------------------------------        ------------------------------
(Loss) before extraordinary item                            (278,127)          (133,892)          (856,972)          (331,866)
(Loss) from early extinguishment of debt                           -             (4,239)                 -             (4,239)
                                                          -----------------------------        ------------------------------
Net (loss)                                                $ (278,127)        $ (138,131)       $  (856,972)        $ (336,105)
                                                          =============================        ==============================

Basic and diluted net (loss) per common share:
   (Loss) before extraordinary item                       $    (2.89)        $    (2.67)       $     (9.83)        $    (7.34)
   Extraordinary item                                              -               (.08)                 -               (.09)
                                                          -----------------------------        ------------------------------
   Net (loss)                                             $    (2.89)        $    (2.75)       $     (9.83)        $    (7.43)
                                                          =============================        ==============================
</TABLE>

See accompanying notes.

                                       4

<PAGE>

                        NTL Incorporated and Subsidiaries
            Condensed Consolidated Statement of Shareholders' Equity
                                   (Unaudited)
                             (dollars in thousands)

<TABLE>
<CAPTION>


                                    SERIES A           SERIES B         CONVERTIBLE
                                    PREFERRED          PREFERRED         SERIES A          5% SERIES A           COMMON STOCK -
                                      STOCK              STOCK        PREFERRED STOCK     PREFERRED STOCK        $.01 PAR VALUE
                                 SHARES     PAR     SHARES    PAR     SHARES      PAR     SHARES      PAR      SHARES         PAR
                                 -------------------------------------------------------------------------------------------------
<S>                              <C>        <C>     <C>       <C>     <C>         <C>     <C>         <C>      <C>          <C>
Balance, December 31, 1998       125,000    $ 2     52,000    $ -                                               60,249,000  $  602
Exercise of stock options                                                                                        1,259,000      13
Exercise of warrants                                                                                                53,000       1
Common stock issued for cash                                                                                     2,703,000      27
Preferred stock issued for cash                                       500,000     $ 5     750,000     $ 8
Warrants issued for cash
Accreted dividends on
   preferred stock                                                     18,000       -       5,000       -
Accretion of discount on
   preferred stock
Conversion of 7% Convertible
   Subordinated Notes                                                                                            7,271,000      73
Common stock issued for                                                                                         12,750,000     127
   acquisition
Issuance of stock options in
   connection with an
   acquisition
Issuance of warrants
Stock split                                                                                                     21,071,000     211
Comprehensive income:
Net loss for the nine months
   ended September 30, 1999
Currency translation adjustment
        Total
                                 -------------------------------------------------------------------------------------------------
Balance, September 30, 1999      125,000    $ 2     52,000    $ -     518,000     $ 5     755,000     $ 8      105,356,000  $1,054
                                 =================================================================================================
</TABLE>

See accompanying notes.


                                       5
<PAGE>

                        NTL Incorporated and Subsidiaries
            Condensed Consolidated Statement of Shareholders' Equity
                             (Unaudited) - continued
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                          ACCUMULATED
                                                     ADDITIONAL                              OTHER
                                                      PAID-IN        COMPREHENSIVE       COMPREHENSIVE
                                                      CAPITAL            LOSS               INCOME          (DEFICIT)
                                                    --------------------------------------------------------------------
<S>                                                 <C>               <C>                  <C>              <C>
Balance, December 31, 1998                          $ 1,501,561                            $ 104,657        $ (1,251,668)
Exercise of stock options                                29,534
Exercise of warrants                                        314
Common stock issued for cash                            249,973
Preferred stock issued for cash                       1,233,797
Warrants issued for cash                                 16,190
 Accreted dividends on preferred stock                  (26,256)
Accretion of discount on preferred stock                   (233)
Conversion of 7% Convertible Subordinated Notes         269,212
Common stock issued for acquisition                     971,310
Issuance of stock options in connection with
   an acquisition                                         6,599
Issuance of warrants                                      4,475
Stock split                                                (211)
Comprehensive income:
Net loss for the nine months
   ended September 30, 1999                                           $ (856,972)                               (856,972)
Currency translation adjustment                                           34,652              34,652
                                                                      ----------
        Total                                                         $ (822,320)
                                                    --------------------------------------------------------------------
Balance, September 30, 1999                         $ 4,256,265                            $ 139,309        $ (2,108,640)
                                                    ====================================================================
</TABLE>

See accompanying notes.

                                       6

<PAGE>


                        NTL Incorporated and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                         NINE MONTHS ENDED
                                                                            SEPTEMBER 30,
                                                                   ------------------------------
                                                                       1999               1998
                                                                   ------------------------------
<S>                                                                <C>                <C>
Net cash provided by (used in) operating activities                $    41,801        $   (27,656)

INVESTING ACTIVITIES
Acquisitions, net of cash acquired                                  (1,103,153)          (829,698)
Purchase of fixed assets                                              (858,094)          (464,944)
Increase in other assets                                               (28,770)           (10,397)
Proceeds from sale of assets                                                 -              1,312
Cash deposited into escrow for acquisitions                           (120,675)                 -
Purchase of marketable securities                                     (573,779)          (297,918)
Proceeds from sales of marketable securities                           539,760            168,650
                                                                   ------------------------------
Net cash (used in) investing activities                             (2,144,711)        (1,432,995)

FINANCING ACTIVITIES
Proceeds from borrowings, net of financing costs                     1,125,494          2,093,602
Proceeds from issuance of preferred stock and warrants               1,250,000                  -
Proceeds from issuance of common stock                                 250,000                  -
Principal payments                                                     (25,863)           (66,040)
Cash deposited into escrow for debt repayment                                -           (221,427)
Proceeds from exercise of stock options and warrants                    29,862              4,938
                                                                   ------------------------------
Net cash provided by financing activities                            2,629,493          1,811,073

Effect of exchange rate changes on cash                                  2,765             10,119
                                                                   ------------------------------
Increase in cash and cash equivalents                                  529,348            360,541
Cash and cash equivalents at beginning of period                       736,265             98,902
                                                                   ------------------------------
Cash and cash equivalents at end of period                         $ 1,265,613        $   459,443
                                                                   ==============================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest exclusive of
  amounts capitalized                                              $   140,245        $    79,112
Income taxes paid                                                            -                335

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES
Accretion of dividends and discount on preferred stock             $    26,489        $    11,820
Conversion of Convertible Notes, net of unamortized
  deferred financing costs                                             269,285            187,012
Preferred stock issued for an acquisition                                    -            126,277
Common stock and stock options issued for an acquisition               978,036                  -
</TABLE>

See accompanying notes.

                                       7

<PAGE>

                        NTL Incorporated and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (unaudited)


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three and nine months ended September
30, 1999 are not necessarily  indicative of the results that may be expected for
the year  ending  December  31,  1999.  For  further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  NTL
Communications  Corp.'s  Annual Report on Form 10-K for the year ended  December
31, 1998.

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities,"  which is  required to be adopted by the
Company effective January 1, 2001. The Company is evaluating the impact that the
adoption of SFAS No. 133 will have on its results of  operations  and  financial
position.

In September 1999, the Company  declared a 5-for-4 stock split by way of a stock
dividend with respect to its common stock. The record date for this dividend was
October 4, 1999 and the  payment  date was  October 7,  1999.  All common  stock
amounts in the Condensed Consolidated Financial Statements have been adjusted to
reflect the stock split.

NOTE B - CORPORATE RESTRUCTURING

Effective April 1, 1999, NTL Incorporated completed a corporate restructuring to
create a holding company structure. The formation of the holding company is part
of the Company's effort to pursue  opportunities  outside the United Kingdom and
Ireland. The holding company  restructuring was accomplished through a merger so
that all the  stockholders  of NTL  Incorporated  at the  effective  time of the
merger became  stockholders  of the new holding  company,  and NTL  Incorporated
became a  subsidiary  of the new holding  company.  The new holding  company has
taken  the name NTL  Incorporated  (and  together  with  its  subsidiaries,  the
"Company") and the holding company's subsidiary  simultaneously changed its name
to  NTL  Communications   Corp.  (and  together  with  its  subsidiaries,   "NTL
Communications").

NOTE C - SALES OF COMMON STOCK, PREFERRED STOCK AND WARRANTS

In August 1999, the Company received $1.0 billion in cash from France Telecom in
exchange for 750,000 shares of 5% Cumulative Participating Convertible Preferred
Stock,  Series A and  approximately  3.4  million  shares of common  stock.  The
preferred  stock has a stated  value of $1,000 per share,  is  convertible  into
common stock at a conversion price of $100 per share and is redeemable in August
2009 for cash,  shares of common stock or a combination  of both.  The preferred
stock may be  redeemed  by the Company on the earlier of August 2006 or the date
on which both the Company's  common stock has traded above $120 per share for 25
consecutive trading days and August 2003. Dividends are payable quarterly at the
Company's option in cash,  common stock or additional shares of preferred stock.
The Company issued 5,000 shares of preferred stock for dividend payments through
September 30, 1999.

                                       8
<PAGE>

                        NTL Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE C - SALES OF COMMON STOCK, PREFERRED STOCK AND WARRANTS (CONTINUED)

In January 1999, the Company  received $500 million in cash from Microsoft Corp.
in exchange for 500,000  shares of the  Company's  5.25%  Convertible  Preferred
Stock,  Series A and  warrants to  purchase  1,500,000  shares of the  Company's
common stock at an exercise  price of $67.20 per share.  The warrants  expire in
2004. The preferred stock is convertible into common stock at a conversion price
of $80 per share.  The preferred stock is redeemable in January 2009 for cash or
shares of common stock.  The  preferred  stock may be redeemed by the Company on
the earlier of January 2006 or the date on which the Company's  common stock has
traded  above $96 per share  for 25  consecutive  trading  days.  Dividends  are
payable  quarterly at the Company's  option in cash,  common stock or additional
shares of preferred  stock.  The Company issued  approximately  18,000 shares of
preferred stock for dividend payments through September 30, 1999.

NOTE D - INTANGIBLE ASSETS

Intangible assets consist of:
<TABLE>
<CAPTION>
                                                                        SEPTEMBER 30,      DECEMBER 31,
                                                                            1999               1998
                                                                        ------------------------------
                                                                         (unaudited)
                                                                                (in thousands)
<S>                                                                     <C>                  <C>
  License acquisition costs, net of accumulated amortization of
     $118,484 (1999) and $69,202 (1998)                                 $   190,563          $ 153,007
  Goodwill, net of accumulated amortization of $135,916 (1999) and
     $32,358 (1998)                                                       2,723,198            514,529
  Customer lists, net of accumulated amortization of $21,765 (1999)
     and $3,375 (1998)                                                      118,828             57,492
                                                                        ------------------------------
                                                                        $ 3,032,589          $ 725,028
                                                                        ==============================
</TABLE>

In September 1999, the Company acquired the shares of Workplace Technologies plc
("Workplace"),  one  of  the  United  Kingdom's  leading  data  network  service
integrators,  in exchange for cash of approximately 96.6 million pounds sterling
($158.3  million) and notes of  approximately  4.5 million pounds sterling ($7.4
million).

In  August  1999,  the  Company  purchased  four  of the  five  franchise  areas
comprising the "1G Networks" of France  Telecom.  The 1G Networks hold exclusive
licenses to provide  analog and digital  television  services in four  franchise
areas in  Ile-de-France  (Greater Paris) and in the franchise area of Toulon and
LaValette.  The Company acquired the four franchise areas in  Ile-de-France  for
approximately  265.7  million  French  Francs  (approximately  $43  million) and
deposited approximately 12.3 million French Francs ($2 million) into escrow as a
deposit for Toulon and  LaValette.  The balance due for Toulon and  LaValette of
approximately  137.2 million  French Francs ($22.4  million) is payable upon the
closing of that  franchise area which is expected to occur in the fourth quarter
of 1999.

                                       9

<PAGE>

                        NTL Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE D - INTANGIBLE ASSETS (CONTINUED)

In July 1999, the Company acquired  Cablelink Limited  ("Cablelink"),  Ireland's
largest cable television provider.  Cablelink provides multi-channel  television
and  information  services  in Dublin,  Galway and  Waterford.  Cablelink  holds
licenses  to  provide  analog and  digital  television  services  over cable and
microwave in its franchises, as well as a full service license to provide public
telephony,  Internet and other  value-added  services  throughout  Ireland.  The
Company acquired  Cablelink for 535.18 million Irish punts  (approximately  $693
million),  of which 455.18  million Irish punts ($589  million) was paid in cash
and the Company  issued 80 million Irish punts ($104 million)  principal  amount
Variable Rate Redeemable Guaranteed Loan Notes due 2002.

Also in July 1999, the Company acquired certain  broadband cable franchises from
British  Telecommunications  plc  ("BT")  for an  aggregate  of up to 19 million
pounds sterling ($31.2 million). The Company paid approximately 5 million pounds
sterling ($8.2 million) on closing and will pay up to 14 million pounds sterling
($23.0  million) on completion of the upgrade of certain  networks.  The Company
expects to invest  approximately  15 million pounds  sterling ($24.7 million) to
upgrade the  networks  for digital  cable,  interactive  services and high speed
Internet  access.  The Company leases the networks from BT on a long-term  basis
for an annual lease payment of  approximately  3.9 million pounds sterling ($6.4
million).

In April 1999, a subsidiary  of the Company ("NTL  Australia")  purchased all of
the shares of the entity which owns the Australian National Transmission Network
for an aggregate  purchase price of  approximately  $423 million.  NTL Australia
operates from over 560 tower sites and provides  exclusive  television and radio
transmission  services to  Australia's  national TV and radio  broadcasters.  In
addition, NTL Australia serves regional and community TV and radio broadcasters,
and provides  equipment  hosting  services to telecom  operators  and  emergency
service communications  providers on its towers. NTL Communications  distributed
$500 million to the Company, principally to finance this acquisition.

These  acquisitions  were accounted for as purchases,  and accordingly,  the net
assets  and  results  of  operations  have  been  included  in the  consolidated
financial statements from the dates of acquisition. The aggregate purchase price
of  approximately  $1.35  billion,  including  costs  incurred of $12.8 million,
exceeded  the  estimated  fair value of net  tangible  assets  acquired by $1.14
billion, which is included in goodwill. Under the purchase method of accounting,
the purchase price is allocated to the assets acquired and  liabilities  assumed
based on the estimated fair values at acquisition.  Changes to the allocation of
the  purchase  price are  expected as  valuations  or  appraisals  of assets and
liabilities are completed.

                                       10

<PAGE>

                        NTL Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE D - INTANGIBLE ASSETS (CONTINUED)

In  March  1999,  the  Company   acquired  Diamond  Cable   Communications   plc
("Diamond").  The Company  issued an  aggregate of  15,938,000  shares of common
stock in exchange for each  ordinary  share and deferred  share of Diamond.  The
Company's common stock was valued at $971,437,000, the fair value at the time of
the  announcement.  In addition,  the Company issued options to purchase 153,000
shares  of the  Company's  common  stock to  holders  of  Diamond  options.  The
Company's stock options were valued at $6,599,000. The Company incurred costs of
$8,080,000 in connection with the  acquisition.  The Company  assumed  Diamond's
debt  including  five  different  notes with an  aggregate  principal  amount at
maturity of $1.6 billion.  The acquisition was accounted for as a purchase,  and
accordingly,  the net assets  and  results of  operations  of Diamond  have been
included in the consolidated  financial statements from the date of acquisition.
The aggregate  purchase price of $986 million plus the fair value of liabilities
assumed net of tangible  assets  acquired  aggregated  $1.3  billion,  which was
allocated  as follows:  $78 million to  customer  lists,  $85 million to license
acquisition costs and $1.16 billion to goodwill.

In  1998,  the  Company   completed  the  acquisitions  of  ComTel  Limited  and
Telecential  Communications,  NTL (Bermuda)  Limited ("NTL Bermuda") and Eastern
Group Telecoms.

The pro forma unaudited  consolidated  results of operations for the nine months
ended September 30, 1999 and 1998 assuming consummation of these acquisitions as
of January 1, 1998 are as follows:
<TABLE>
<CAPTION>

                                                                           NINE MONTHS ENDED
                                                                              SEPTEMBER 30
                                                                      ----------------------------
                                                                           1999            1998
                                                                      ----------------------------
                                                                             (in thousands)
<S>                                                                   <C>               <C>
   Total revenue                                                      $  1,301,016      $  964,022
   (Loss) before extraordinary item                                     (1,002,333)       (728,714)
   Net (loss)                                                           (1,002,333)       (732,953)
   Basic and diluted (loss) per share before extraordinary item             (10.67)          (8.75)
   Basic and diluted net (loss) per common share                            (10.67)          (8.80)
</TABLE>

NOTE E - PENDING ACQUISITION

In July 1999,  the  Company  agreed to acquire  the  consumer  cable  telephone,
Internet  and  television  operations  of Cable & Wireless  Communications,  plc
("CWC").  The Company  will issue 68 million new shares of NTL common  stock and
pay 2.85 billion  pounds  sterling ($4.7 billion) in cash. The Company will also
discharge,  refinance or assume  approximately 1.9 billion pounds sterling ($3.1
billion) of CWC's net debt, plus further debt up to an agreed amount of CWC cash
outflow through  closing.  The  transaction is subject to various  approvals and
other conditions.  The Company and NTL Communications  have obtained a financing
commitment for up to approximately 2.1 billion pounds sterling ($3.5 billion) to
fund a  portion  of the  cost of  this  acquisition,  as  well as an  additional
investment by France Telecom, as described below.


                                       11
<PAGE>

                        NTL Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE E - PENDING ACQUISITION (CONTINUED)

In  connection  with the CWC  acquisition,  the  Company  announced  that France
Telecom  agreed to invest an  additional  $4.5  billion in the  Company.  France
Telecom will invest $2.5 billion in the Company's common stock issued at $74 per
share and $2.0 billion in convertible  preferred  stock with a 5% dividend and a
conversion price of $100 per share. The closing of this additional investment is
subject to the completion of the CWC  acquisition,  unless France Telecom elects
to accelerate the closing of this investment. In the event France Telecom elects
to  accelerate  the  closing of the  investment,  the  proceeds  will be used as
mutually agreed by the Company and France Telecom prior to such closing.

NOTE F - FIXED ASSETS

Fixed assets consist of:

                                      SEPTEMBER 30,          DECEMBER 31,
                                          1999                   1998
                                      -----------------------------------
                                       (unaudited)
                                                (in thousands)

     Operating equipment              $  4,942,925            $ 3,528,973
     Other equipment                       682,446                376,518
     Construction-in-progress              613,727                369,923
                                      -----------------------------------
                                         6,239,098              4,275,414
     Accumulated depreciation             (754,915)              (420,984)
                                      -----------------------------------
                                      $  5,484,183            $ 3,854,430
                                      ===================================

NOTE G - INVESTMENT IN CABLE LONDON PLC

Pursuant to an agreement with Telewest  Communications plc ("Telewest") relating
to NTL  Bermuda's and  Telewest's  respective  50% ownership  interests in Cable
London plc ("Cable  London"),  in August 1999  Telewest  exercised  its right to
purchase  all of NTL  Bermuda's  shares of Cable  London for  approximately  428
million pounds sterling (approximately $705 million) in cash. The closing of the
sale of NTL  Bermuda's  interest  in Cable  London is  expected to take place in
November 1999. The sale of the Cable London  interest is an "Asset Sale" for the
purposes of the Company's  Indentures for certain of its notes. The Company will
need to use an amount  equal to the proceeds  from the sale to repay  subsidiary
debt,  invest in "Replacement  Assets" or make an offer to redeem certain of its
notes within 360 days after the sale.


                                       12
<PAGE>

                        NTL Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE H - LONG-TERM DEBT

Long-term debt consists of:
<TABLE>
<CAPTION>
                                                                          SEPTEMBER 30,         DECEMBER 31,
                                                                              1999                 1998
                                                                         ----------------------------------
                                                                             (unaudited)
                                                                                     (in thousands)
<S>                                                                      <C>                   <C>
NTL Communications:
   12-3/4% Senior Deferred Coupon Notes                                  $   259,866           $   236,935
   11-1/2% Senior Deferred Coupon Notes                                      904,878               831,976
   10% Senior Notes                                                          400,000               400,000
   9-1/2% Senior Sterling Notes, less unamortized discount of $592
     (1999) and $639 (1998)                                                  205,208               206,800
   10-3/4% Senior Deferred Coupon Sterling Notes                             340,929               317,511
   9-3/4% Senior Deferred Coupon Notes                                       930,037               865,880
   9-3/4% Senior Deferred Coupon Sterling Notes                              352,540                     -
   11-1/2% Senior Notes                                                      625,000               625,000
   12-3/8% Senior Deferred Coupon Notes                                      278,356               254,718
   7% Convertible Subordinated Notes                                               -               275,000
   7% Convertible Subordinated Notes                                         599,300               600,000
   Senior Increasing Rate Notes                                              704,615                     -
   Variable Rate Redeemable Guaranteed Loan Notes                            109,080                     -

 NTL Bermuda:
   11.2% Senior Discount Debentures                                          457,758               421,835
   Other                                                                       8,948                31,839

Diamond:
   13-1/4% Senior Discount Notes                                             285,223                     -
   11-3/4% Senior Discount Notes                                             462,905                     -
   10-3/4% Senior Discount Notes                                             328,165                     -
   10% Senior Sterling Notes                                                 222,264                     -
   9-1/8% Senior Notes                                                       110,000                     -
   Other                                                                      12,718                     -
                                                                         ---------------------------------
                                                                           7,597,790             5,067,494
Less current portion                                                         114,976                23,691
                                                                         ---------------------------------
                                                                         $ 7,482,814           $ 5,043,803
                                                                         =================================
</TABLE>

In September  1999, NTL Bermuda repaid at maturity the $21,529,000 due under its
notes payable to Comcast U.K. Holdings, Inc.


                                       13

<PAGE>

                        NTL Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE H - LONG-TERM DEBT (CONTINUED)

In July 1999, the Company issued $704,615,000 principal amount Senior Increasing
Rate Notes due 2000 (the  "Senior  Notes") in  connection  with the  purchase of
Cablelink. The principal amount includes $3,034,000 in fees which is included in
deferred  financing costs.  Interest on the Senior Notes is payable quarterly at
the higher of: (i) the  Citibank,  NA base rate plus 3%,  (ii) three month LIBOR
plus 3%, or (iii)  the  highest  yield on any of the 1, 3, 5 and 10 year  direct
obligations  issued by the  government  of the  United  States  plus  3.5%.  The
interest  rate on any unpaid  principal  will  increase by a further  0.5% every
three  months,  not to exceed 16%. The interest  rate at September  30, 1999 was
11.25%.  On June 8, 2000,  the Senior Notes are subject to a mandatory  exchange
for,  at the option of the  holder,  either an  "Extended  Note" in a  principal
amount equal to the principal  amount of the Senior Notes,  or a "Rollover Note"
in a principal  amount equal to the principal amount of the Senior Notes plus 3%
of such  principal  amount.  The Extended Note shall accrue  interest at 14% per
annum and shall mature no later than ten years after issuance. The Rollover Note
shall  accrue  interest  at 14% per  annum  and shall  mature  ten  years  after
issuance.  The Company is in  discussions  with  various  parties  relating to a
private placement offering to refinance the Senior Notes.

In July 1999,  the  Company  also issued 80 million  Irish punts  ($109,080,000)
principal  amount Variable Rate  Redeemable  Guaranteed Loan Notes due 2002 (the
"Guaranteed  Notes") in connection with the Cablelink  acquisition.  Interest on
the Guaranteed Notes is payable quarterly at EURIBOR.  The EURIBOR interest rate
at September 30, 1999 was 2.698%.  The  Guaranteed  Notes may be redeemed at any
time,  at the option of the holder,  at par plus accrued and unpaid  interest to
the date of the  redemption.  The  Guaranteed  Notes are  subject  to  mandatory
redemption  in January  2002.  The  Company  deposited  87 million  Irish  punts
($118,625,000) into escrow as cash collateral for the Guaranteed Notes, which is
included in other noncurrent assets.

In May 1999, the Company called for redemption all of its $275,000,000 principal
amount of 7%  Convertible  Subordinated  Notes due 2008  (the "7%  Notes")  at a
redemption  price of 104.9% of the  principal  amount,  plus  accrued and unpaid
interest.  In June 1999, all of the 7% Notes were  converted into  approximately
9,075,000  shares of the  Company's  common stock at the  applicable  conversion
price of $30.30 per share. The unamortized  deferred  financing costs related to
the 7% Notes of $6,415,000 were written-off to equity.

In  April  1999,  the  Company  issued  330,000,000  pounds  sterling  aggregate
principal amount at maturity of 9-3/4% Senior Deferred Coupon Sterling Notes due
2009 (the "9-3/4% Notes").  The 9-3/4% Notes were issued at a price of 62.11% of
the  aggregate  principal  amount at  maturity  or (UK Pound)  204,963,000.  The
aggregate of the discounts, commissions and other fees incurred of $8,465,000 is
included in deferred  financing costs. The original issue discount accretes at a
rate of 9-3/4%,  compounded  semiannually,  to an aggregate  principal amount of
330,000,000  pounds sterling by April 15, 2004.  Interest will thereafter accrue
at 9-3/4% per annum,  payable  semiannually  beginning on October 15, 2004.  The
9-3/4% Notes may be redeemed at the  Company's  option,  in whole or in part, at
any time on or after April 15, 2004 at 104.875% that  declines  annually to 100%
in 2007, plus accrued and unpaid interest to the date of redemption.


                                       14
<PAGE>

                        NTL Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE I - NET LOSS PER COMMON SHARE

The following table sets forth the computation of basic and diluted net loss per
common share:
<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                SEPTEMBER 30,                  SEPTEMBER 30,
                                                         -------------------------       -------------------------
                                                             1999           1998             1999           1998
                                                         -------------------------       -------------------------
                                                                 (in thousands, except per share amounts)
<S>                                                      <C>            <C>              <C>            <C>
    Numerator:
    Loss before extraordinary item                       $ (278,127)    $ (133,892)      $ (856,972)    $ (331,866)
    Preferred stock dividend                                (20,608)        (4,190)         (49,033)       (11,587)
                                                         -------------------------       -------------------------
                                                           (298,735)      (138,082)        (906,005)      (343,453)
    Extraordinary item                                             -        (4,239)               -         (4,239)
                                                         -------------------------       -------------------------
    Loss available to common shareholders                $ (298,735)    $ (142,321)      $ (906,005)    $ (347,692)
                                                         -------------------------       -------------------------

    Denominator for basic net loss per common share         103,502         51,685           92,173         46,795
    Effect of dilutive securities                                 -              -                -              -
                                                         -------------------------       -------------------------
    Denominator for diluted net loss per common share       103,502         51,685           92,173         46,795
                                                         -------------------------       -------------------------

    Basic and diluted net loss per common share:
    Loss before extraordinary item                       $    (2.89)    $    (2.67)      $    (9.83)    $    (7.34)
    Extraordinary item                                            -          (0.08)               -          (0.09)
                                                         -------------------------       -------------------------
    Net loss                                             $    (2.89)    $    (2.75)      $    (9.83)    $    (7.43)
                                                         =========================       =========================
</TABLE>

The shares issuable upon the exercise of stock options and warrants and upon the
conversion of convertible  securities  are excluded from the  calculation of net
loss per common share as their effect would be antidilutive.

NOTE J - COMPREHENSIVE LOSS

The Company's  comprehensive  loss for the three and nine months ended September
30,  1999  and  1998  was  $(36,500,000),   $(822,320,000),   $(81,135,000)  and
$(268,998,000), respectively.

NOTE K - SEGMENT DATA
<TABLE>
<CAPTION>
                                                                  Local Telecoms       National        Corporate
                                                  Broadcast       and Television       Telecoms        and Other           Total
                                                  ---------------------------------------------------------------------------------
                                                                                   (in thousands)
<S>                                               <C>              <C>               <C>              <C>              <C>

Nine Months Ended September 30, 1999
Revenues                                          $ 144,931        $   585,582       $   360,180      $         -      $  1,090,693
EBITDA (1)                                           81,598            163,168            90,529         (199,999)          135,296

Nine Months Ended September 30, 1998
Revenues                                          $ 100,825        $   214,545       $   166,845      $     2,375      $    484,590
EBITDA (1)                                           67,681             48,408            18,789          (85,834)           49,044

Total assets
September 30, 1999                                $ 738,071        $ 5,739,753       $ 1,174,967      $ 3,374,526      $ 11,027,317
December 31, 1998                                   289,068          3,100,492           761,097        2,043,440         6,194,097

</TABLE>

(1)  Represents earnings before interest,  taxes, depreciation and amortization,
     corporate expenses and franchise fees.


                                       15
<PAGE>

                        NTL Incorporated and Subsidiaries
  Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


NOTE K - SEGMENT DATA (CONTINUED)

The reconciliation of segment combined EBITDA to net loss is as follows:

                                                           NINE MONTHS ENDED
                                                             SEPTEMBER 30
                                                     --------------------------
                                                         1999             1998
                                                     --------------------------
                                                            (in thousands)

      Segment Combined EBITDA                        $  135,296       $  49,044

      (Add) Deduct:
      Franchise fees                                     22,287          18,729
      Corporate expenses                                 21,082          11,797
      Depreciation and amortization                     533,627         156,785
      Interest and other income                         (34,150)        (39,796)
      Interest expense                                  485,212         226,422
      Foreign currency transaction (gains) losses       (35,790)          6,973
      Loss from early extinguishment of debt                  -           4,239
                                                     --------------------------
                                                        992,268         385,149
                                                     --------------------------
      Net (loss)                                     $ (856,972)      $(336,105)
                                                     ==========================

NOTE L - COMMITMENTS AND CONTINGENT LIABILITIES

As of  September  30,  1999,  the Company  was  committed  to pay  approximately
$400,000,000  for  equipment  and  services,   which  includes  NTL  Australia's
operations and maintenance contracts through 2005.

The Company has certain  exclusive local delivery operator licenses for Northern
Ireland  and other  franchise  areas in the United  Kingdom.  Pursuant  to these
licenses,  various subsidiaries of the Company are required to make monthly cash
payments to the ITC during the 15 year license terms.  The Company has paid 14.4
million pounds sterling ($22.3 million) through September 30, 1999 in connection
with these licenses. The Company has requested the ITC to convert all of its fee
bearing  exclusive  licenses to  non-exclusive  licenses by the end of 1999. The
Company's liability for the license payments will end upon the conversion.

The  Company is involved  in, or has been  involved  in,  certain  disputes  and
litigation arising in the ordinary course of its business. None of these matters
are  expected  to have a  material  adverse  effect on the  Company's  financial
position, results of operations or cash flows.


                                       16

<PAGE>

                        NTL Incorporated and Subsidiaries


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION.

The following table illustrates the number of homes passed,  the number of homes
marketed and the total number of customers for the Company's  newly  constructed
dual network.

<TABLE>
<CAPTION>

====================================================================================================================================
                                                                                                    NTL (2)              Total
                                                           NTL(1)                                  (with UK             Combined
                                               (Before recent acquisitions)                       acquisitions)          NTL (3)
------------------------------------------------------------------------------------------------------------------------------------
                                    09/30/98              12/31/98            09/30/99              09/30/99            09/30/99
====================================================================================================================================
<S>                                <C>                    <C>                 <C>                   <C>                 <C>
Homes passed                       1,197,000              1,247,200           1,335,800             3,667,300           4,262,600
------------------------------------------------------------------------------------------------------------------------------------
Homes marketed (Tel.)              1,020,000              1,064,600           1,137,600             3,146,600           3,146,600
------------------------------------------------------------------------------------------------------------------------------------
Homes marketed (CATV)              1,020,000              1,064,600           1,137,600             3,261,100           3,817,900
------------------------------------------------------------------------------------------------------------------------------------
Total customers                      429,600                471,000             529,800             1,291,800           1,705,700
------------------------------------------------------------------------------------------------------------------------------------
     Dual                            398,800                434,100             489,500               879,100             879,100
------------------------------------------------------------------------------------------------------------------------------------
     Telephone-only                   15,300                 16,100              16,200               288,300             288,300
------------------------------------------------------------------------------------------------------------------------------------
     Cable-only                       20,500                 20,800              24,100               124,400             538,300
------------------------------------------------------------------------------------------------------------------------------------
Total RGUs (4)                       823,400                905,100           1,019,300             2,170,900           2,584,800
------------------------------------------------------------------------------------------------------------------------------------
Customer penetration                   42.1%                  44.2%               46.6%                 39.6%               44.7%
------------------------------------------------------------------------------------------------------------------------------------
RGU penetration                        80.7%                  85.0%               89.6%                 66.6%               67.7%
------------------------------------------------------------------------------------------------------------------------------------
Telephone penetration                  40.6%                  42.3%               44.5%                 37.1%               37.1%
------------------------------------------------------------------------------------------------------------------------------------
Cable penetration                      36.4%                  42.7%               45.1%                 30.8%               37.1%
====================================================================================================================================
</TABLE>

(1)  Data  for  franchises   owned  and  operated  by  NTL  prior  to  the  1998
     acquisitions.

(2)  Includes Comcast UK, ComTel,  and Diamond Cable.  Excludes 50% ownership of
     Cable London and BT cable franchises.

(3)  Includes the above UK  acquisitions  as well as Cablelink  and the BT cable
     franchises.

(4)  An RGU (revenue  generating  unit) is one cable  television  account or one
     telephone account; a dual customer generates two RGUs.


                                       17
<PAGE>

                        NTL Incorporated and Subsidiaries


Effective April 1, 1999, NTL Incorporated completed a corporate restructuring to
create a holding  company  structure.  The  holding  company  restructuring  was
accomplished  through a merger so that all the  stockholders of NTL Incorporated
at the  effective  time of the merger  became  stockholders  of the new  holding
company,  and NTL  Incorporated  became a subsidiary of the new holding company.
The new holding company has taken the name NTL  Incorporated  (and together with
its  subsidiaries,   the  "Company")  and  the  holding   company's   subsidiary
simultaneously  changed its name to NTL Communications  Corp. (and together with
its subsidiaries, "NTL Communications").

                              RESULTS OF OPERATIONS

As a  result  of the  completion  of the  acquisitions  of  ComTel  Limited  and
Telecential  Communications  (collectively  "ComTel")  in the  second  and third
quarters of 1998,  Comcast UK Cable Partners Limited ("NTL Bermuda") and Eastern
Group  Telecoms   ("EGT")  in  the  fourth   quarter  of  1998,   Diamond  Cable
Communications   plc   ("Diamond")  in  March  1999,  the  Australian   National
Transmission   Network  ("NTL  Australia")  in  April  1999,  Cablelink  Limited
("Cablelink")  in July 1999, the "1G Networks" of France Telecom in August 1999,
and Workplace  Technologies  plc  ("Workplace")  in September  1999, the Company
consolidated  the results of  operations of these  businesses  from the dates of
acquisition.  The  results  of these  businesses  are not  included  in the 1998
results except for the results of operations of ComTel.

THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
----------------------------------------------

Local  telecommunications and television revenues increased to $220,262,000 from
$84,366,000 as a result of acquisitions  and from customer growth that increased
the  Company's  current  revenue  stream.  The 1999 and  1998  revenue  includes
$130,034,000 and $12,667,000, respectively, from acquired companies. The Company
expects its  customer  base to continue  to  increase  which will drive  further
revenue  growth as the  Company  completes  the  construction  of its  broadband
network past the remaining homes in its franchise areas.

National and international telecommunications revenues increased to $141,595,000
from  $64,185,000  as a result of  acquisitions,  which was  $46,801,000  of the
increase, and from increases in business  telecommunications  revenues, Internet
services revenues and carrier services revenues. Business telecommunications and
Internet services revenues  increased  primarily as a result of customer growth.
The Company  expects  its  business  telecommunications  and  Internet  services
customer base to continue to increase which will drive further  revenue  growth.
The Company is expanding  its sales and marketing  effort to business  customers
and for Internet  services in its completed  network.  Carrier services revenues
increased due to growth in satellite services and telephone services provided by
the Company's  wholesale  operation to  broadcasters  and  telephone  companies,
respectively. Revenue growth in carrier services is primarily dependent upon the
Company's  ability to continue to attract new customers  and expand  services to
existing customers.  Recent new contracts should contribute to revenue growth in
the near term.


                                       18
<PAGE>

                        NTL Incorporated and Subsidiaries


Broadcast   transmission  and  other  revenues  increased  to  $55,198,000  from
$33,933,000  due to revenues of $14,901,000  from NTL Australia in 1999 and from
increases in broadcast  television  and FM radio  customers and accounts,  which
exceeded price cap  reductions in the Company's  regulated  services.  Broadcast
television   revenues  are  expected  to  increase  in  the  future  as  digital
broadcasting revenues increase.

Operating  expenses  increased to $206,839,000  from  $88,122,000 as a result of
increases in interconnection costs and programming costs due to customer growth.
The 1999 and 1998 expense  includes  $92,847,000 and  $4,298,000,  respectively,
from acquired companies.

Selling,  general and  administrative  expenses  increased to $144,811,000  from
$78,543,000  as a result of increases in  telecommunications  and CATV sales and
marketing  costs and increases in  additional  personnel and overhead to service
the  increasing  customer base. In addition,  approximately  $8.3 million of the
increase was due to the new national brand and advertising  campaign which began
in the second quarter of 1999 and will continue  through 1999. The 1999 and 1998
expense  includes  $58,196,000  and  $11,579,000,  respectively,  from  acquired
companies.

Pursuant to the terms of various  United  Kingdom  licenses,  the Company incurs
license  fees paid to the ITC to operate as the  exclusive  service  provider in
certain of its franchise  areas.  Franchise  fees  increased to $7,710,000  from
$6,223,000.  The 1999 amount includes Diamond franchise fees of $1,500,000.  The
Company  has  requested  the ITC to  convert  all of its fee  bearing  exclusive
licenses to non-exclusive  licenses by the end of 1999. The Company's  liability
for the license payments will end upon the conversion.

Corporate expenses increased to $7,373,000 from $4,018,000 due to an increase in
various overhead costs.

Depreciation and amortization expense increased to $201,888,000 from $61,218,000
due to an increase in depreciation of telecommunications and CATV equipment. The
1999  expense   includes   $98,727,000   from  acquired   companies,   including
amortization of acquisition related intangibles.

Interest expense  increased to $186,670,000 from $84,800,000 due to the issuance
of additional debt, and the increase in the accretion of original issue discount
on the  deferred  coupon  notes.  The 1999  expense  includes  $60,925,000  from
acquired  companies.  Interest of $79,937,000  and  $55,076,000  was paid in the
three months ended September 30, 1999 and 1998, respectively.

Foreign currency  transaction gains (losses)  increased to a gain of $46,693,000
from a loss of  $9,770,000  due to net  foreign  currency  transaction  gains of
$64,146,000 from acquired  companies in 1999,  offset by unfavorable  changes in
exchange  rates  subsequent to the issuance of new debt  denominated  in foreign
currencies.

                                       19
<PAGE>
                        NTL Incorporated and Subsidiaries


NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
---------------------------------------------

Local  telecommunications and television revenues increased to $585,582,000 from
$214,545,000 as a result of acquisitions and from customer growth that increased
the  Company's  current  revenue  stream.  The 1999 and  1998  revenue  includes
$325,474,000 and $14,409,000, respectively, from acquired companies. The Company
expects its  customer  base to continue  to  increase  which will drive  further
revenue  growth as the  Company  completes  the  construction  of its  broadband
network past the remaining homes in its franchise areas.

National and international telecommunications revenues increased to $360,180,000
from  $166,845,000 as a result of  acquisitions,  which was  $112,243,000 of the
increase, and from increases in business  telecommunications  revenues, Internet
services revenues and carrier services revenues. Business telecommunications and
Internet services revenues  increased  primarily as a result of customer growth.
The Company  expects  its  business  telecommunications  and  Internet  services
customer base to continue to increase which will drive further  revenue  growth.
The Company is expanding  its sales and marketing  effort to business  customers
and for Internet  services in its completed  network.  Carrier services revenues
increased due to growth in satellite services and telephone services provided by
the Company's  wholesale  operation to  broadcasters  and  telephone  companies,
respectively. Revenue growth in carrier services is primarily dependent upon the
Company's  ability to continue to attract new customers  and expand  services to
existing customers.  Recent new contracts should contribute to revenue growth in
the near term.

Broadcast  transmission  and  other  revenues  increased  to  $144,931,000  from
$100,825,000  due to revenues of $25,032,000 from NTL Australia in 1999 and from
increases in broadcast  television  and FM radio  customers and accounts,  which
exceeded price cap  reductions in the Company's  regulated  services.  Broadcast
television   revenues  are  expected  to  increase  in  the  future  as  digital
broadcasting revenues increase.

Other  telecommunications  revenues decreased to zero from $2,375,000 due to the
sales of the assets of the Company's wholly-owned subsidiary,  OCOM Corporation,
to AirTouch Communications,  Inc. and to Cellular Communications of Puerto Rico,
Inc. during 1998.

Operating  expenses  increased to $536,215,000  from $243,476,000 as a result of
increases in interconnection costs and programming costs due to customer growth.
The 1999 and 1998 expense includes  $208,848,000  and $5,511,000,  respectively,
from acquired companies.

Selling,  general and  administrative  expenses  increased to $419,182,000  from
$192,070,000 as a result of increases in  telecommunications  and CATV sales and
marketing  costs and increases in  additional  personnel and overhead to service
the increasing  customer base. In addition,  approximately  $32.1 million of the
increase was due to the new national brand and advertising  campaign which began
in the second quarter of 1999 and will continue  through 1999. The 1999 and 1998
expense  includes  $161,265,000  and  $12,535,000,  respectively,  from acquired
companies.


                                       20
<PAGE>
                        NTL Incorporated and Subsidiaries


Pursuant to the terms of various  United  Kingdom  licenses,  the Company incurs
license  fees paid to the ITC to operate as the  exclusive  service  provider in
certain of its franchise  areas.  Franchise fees  increased to $22,287,000  from
$18,729,000.  The 1999 amount includes Diamond franchise fees of $3,517,000. The
Company  has  requested  the ITC to  convert  all of its fee  bearing  exclusive
licenses to non-exclusive  licenses by the end of 1999. The Company's  liability
for the license payments will end upon the conversion.

Corporate  expenses increased to $21,082,000 from $11,797,000 due to an increase
in various overhead costs.

Depreciation   and   amortization   expense   increased  to  $533,627,000   from
$156,785,000 due to an increase in depreciation of  telecommunications  and CATV
equipment.  The 1999 expense  includes  $277,475,000  from  acquired  companies,
including amortization of acquisition related intangibles.

Interest expense increased to $485,212,000 from $226,422,000 due to the issuance
of additional debt, and the increase in the accretion of original issue discount
on the deferred  coupon  notes.  The 1999  expense  includes  $138,405,000  from
acquired  companies.  Interest of  $172,109,000  and $94,734,000 was paid in the
nine months ended September 30, 1999 and 1998, respectively.

Foreign currency  transaction gains (losses)  increased to a gain of $35,790,000
from a loss of  $6,973,000  due to net  foreign  currency  transaction  gains of
$27,923,000  from  acquired  companies  in 1999,  and the effect of a  favorable
change in the exchange rate on the Company's  pound  sterling  denominated  cash
equivalents.

                         LIQUIDITY AND CAPITAL RESOURCES

The Company will continue to require  significant  amounts of capital to finance
construction  of its local and national  networks,  for connection of telephone,
telecommunications,  Internet  and CATV  customers  to the  networks,  for other
capital  expenditures  and for debt service.  The Company  estimates  that these
requirements,  net of cash from  operations,  will aggregate up to approximately
$1.75 billion in the fourth  quarter of 1999 and through  December 31, 2000. The
Company's  commitments at September 30, 1999 for equipment and services  through
2000 are included in the anticipated requirements. The Company had approximately
$1.57 billion in cash and  securities on hand at September 30, 1999. The Company
will therefore need additional cash in order to fund these requirements, and the
Company is in discussions with various parties relating to sources of additional
financing.

Regarding the Company's  estimated cash requirements  described above, there can
be no assurance that: (i) actual  construction costs will not exceed the amounts
estimated  or that  additional  funding  substantially  in excess of the amounts
estimated will not be required,  (ii)  additional  financing will be obtained or
will be available on acceptable  terms,  (iii) conditions  precedent to advances
under future credit  facilities will be satisfied when funds are required,  (iv)
the Company and its subsidiaries  will be able to generate  sufficient cash from
operations to meet capital requirements, debt service and other obligations when
required,  (v) the  Company  will be able to  access  such cash flow or (vi) the
Company will not incur losses from its exposure to exchange rate fluctuations or
be adversely affected by interest rate fluctuations.


                                       21
<PAGE>
                        NTL Incorporated and Subsidiaries


NTL  Bermuda  expects to close on the sale of its  interest  in Cable  London in
November 1999.  The sales price is  approximately  428 million  pounds  sterling
(approximately $705 million). The sale of the Cable London interest is an "Asset
Sale" for the purposes of the Company's Indentures for certain of its notes. The
Company will need to use an amount equal to the proceeds  from the sale to repay
subsidiary  debt,  invest  in  "Replacement  Assets"  or make an offer to redeem
certain of its notes within 360 days after the sale.

In July 1999, NTL  Incorporated  agreed to acquire the consumer cable telephone,
Internet  and  television  operations  of Cable & Wireless  Communications,  plc
("CWC").  NTL Incorporated  will issue 68 million new shares of common stock and
pay 2.85 billion pounds sterling ($4.7 billion) in cash. NTL  Incorporated  will
also discharge,  refinance or assume  approximately  1.9 billion pounds sterling
($3.1  billion) of CWC's net debt,  plus further debt up to an agreed  amount of
CWC cash outflow  through the  closing.  The  transaction  is subject to various
approvals and other  conditions.  NTL Incorporated and NTL  Communications  have
obtained a financing  commitment  for up to  approximately  2.1  billion  pounds
sterling ($3.5 billion) to fund a portion of the cost of this  acquisition.  The
commitment  is  subject  to the  preparation,  execution  and  delivery  of loan
documentation  and  the  accuracy  and  completeness  of  representations.   The
commitment  expires in November 1999, unless  definitive  documentation has been
executed and delivered.

In connection with the CWC acquisition,  NTL Incorporated  announced that France
Telecom agreed to invest an additional $4.5 billion in NTL Incorporated.  France
Telecom  will invest $2.5  billion in common  stock  issued at $74 per share and
$2.0 billion in convertible  preferred stock with a 5% dividend and a conversion
price of $100 per share. The closing of the additional  investment is subject to
the  completion  of  the  CWC  acquisition,  unless  France  Telecom  elects  to
accelerate the closing of this investment. In the event France Telecom elects to
accelerate the closing of the investment,  the proceeds will be used as mutually
agreed by NTL Incorporated and France Telecom prior to such closing.

The Company is highly leveraged. The accreted value at September 30, 1999 of the
Company's   consolidated  long-term   indebtedness,   including  the  Redeemable
Preferred Stock, is approximately $7.6 billion,  representing  approximately 77%
of total  capitalization.  The following summarizes the terms of those notes and
Redeemable Preferred Stock issued by the Company and its subsidiaries.

NTL Communications:

     (1)  12-3/4%  Senior  Deferred  Coupon Notes due April 15, 2005,  principal
          amount at maturity of $278  million,  interest  payable  semi-annually
          beginning on October 15, 2000,  redeemable at the Company's  option on
          or after April 15, 2000;

     (2)  11-1/2% Senior Deferred  Coupon Notes due February 1, 2006,  principal
          amount at maturity of $1.05 billion,  interest  payable  semi-annually
          beginning on August 1, 2001,  redeemable at the Company's option on or
          after February 1, 2001;


                                       22
<PAGE>

                        NTL Incorporated and Subsidiaries


     (3)  10% Senior  Notes due  February  15,  2007,  principal  amount of $400
          million,   interest  payable   semi-annually  from  August  15,  1997,
          redeemable at the Company's option on or after February 15, 2002;

     (4)  9-1/2% Senior  Sterling Notes due April 1, 2008,  principal  amount of
          125  million  pounds   sterling  ($205  million),   interest   payable
          semi-annually from October 1, 1998, redeemable at the Company's option
          on or after April 1, 2003;

     (5)  10-3/4%  Senior  Deferred  Coupon  Sterling  Notes due April 1,  2008,
          principal  amount at  maturity of 300 million  pounds  sterling  ($494
          million),   interest  payable  semi-annually  from  October  1,  2003,
          redeemable at the Company's option on or after April 1, 2003;

     (6)  9-3/4%  Senior  Deferred  Coupon  Notes due April 1,  2008,  principal
          amount at maturity of $1.3  billion,  interest  payable  semi-annually
          from October 1, 2003,  redeemable at the Company's  option on or after
          April 1, 2003;

     (7)  9-3/4%  Senior  Deferred  Coupon  Sterling  Notes due April 15,  2009,
          principal  amount at  maturity of 330 million  pounds  sterling  ($543
          million),  interest  payable  semi-annually  from  October  15,  2004,
          redeemable at the Company's option on or after April 15, 2004;

     (8)  11-1/2%  Senior  Notes due October 1, 2008,  principal  amount of $625
          million, interest payable semi-annually from April 1, 1999, redeemable
          at the Company's option on or after October 1, 2003;

     (9)  12-3/8% Senior  Deferred  Coupon Notes due October 1, 2008,  principal
          amount at maturity of $450  million,  interest  payable  semi-annually
          from April 1, 2004,  redeemable  at the  Company's  option on or after
          October 1, 2003;

     (10) 7%  Convertible  Subordinated  Notes due December 15, 2008,  principal
          amount of $599 million,  interest payable  semi-annually from June 15,
          1999,  convertible  into  shares of the  Company's  common  stock at a
          conversion  price of $49.00 per  share,  redeemable  at the  Company's
          option on or after December 15, 2001;

     (11) Senior  Increasing  Rate Notes due June 8, 2000,  principal  amount of
          $705  million,  interest  payable  quarterly  from July 9, 1999 at the
          higher of: (i) the  Citibank,  NA base rate plus 3%,  (ii) three month
          LIBOR plus 3%, or (iii) the highest yield on any of the 1, 3, 5 and 10
          year direct  obligations issued by the government of the United States
          plus 3.5%,  the  interest  rate will  increase by a further 0.5% every
          three  months,  not to exceed 16%, (the interest rate at September 30,
          1999 was 11.25%), mandatory exchange for, at the option of the holder,
          either an  Extended  Note or a  Rollover  Note,  on June 8,  2000,  an
          Extended Note shall accrue  interest at 14% per annum and shall mature
          no later than ten years after  issuance,  a Rollover Note shall accrue
          interest  at 14% per annum and mature ten years  after  issuance.  NTL
          Communications  is in discussions  with various parties  relating to a
          private  placement  offering to refinance the Senior  Increasing  Rate
          Notes;


                                       23
<PAGE>
                        NTL Incorporated and Subsidiaries


     (12) Variable Rate  Redeemable  Guaranteed  Loan Notes due January 5, 2002,
          principal  amount of 80 million Irish punts ($109  million),  interest
          payable quarterly from July 9, 1999 at EURIBOR,  (the interest rate at
          September  30, 1999 was 2.698%),  redeemable at any time at the option
          of the holder,  at par plus accrued and unpaid interest to the date of
          redemption,  for which 87 million Irish punts  ($118.6  million) is in
          escrow;

NTL Incorporated:

     (13) Senior Redeemable  Exchangeable Preferred Stock due February 15, 2009,
          stated  value  of $100  million,  dividends  accrue  at 13% per  annum
          payable  quarterly in arrears,  at the Company's option until February
          15, 2004  dividends may be paid in cash, by the issuance of additional
          shares  or in any  combination  of the  foregoing,  redeemable  at the
          Company's  option on or after  February 15, 2002,  and on any dividend
          payment date the Company may exchange  all of the  outstanding  shares
          for 13% debentures due 2009;

NTL Bermuda:

     (14) 11.2% Senior  Discount  Debentures  due  November 15, 2007,  principal
          amount at maturity of $517.3 million,  interest payable  semi-annually
          from May 15, 2001;

Diamond:

     (15) 13-1/4% Senior Discount Notes due September 30, 2004, principal amount
          at maturity of $285 million,  interest payable semi-annually beginning
          on March 31, 2000,  redeemable at Diamond's option after September 30,
          1999;

     (16) 11-3/4% Senior Discount Notes due December 15, 2005,  principal amount
          at maturity of $531 million,  interest payable semi-annually beginning
          on June 15, 2001,  redeemable at Diamond's option on or after December
          15, 2000;

     (17) 10-3/4% Senior Discount Notes due February 15, 2007,  principal amount
          at maturity of $421 million,  interest payable semi-annually beginning
          on August 15, 2002;

     (18) 10% Senior Notes due February 1, 2008, issued by Diamond Holdings plc,
          a wholly-owned subsidiary of Diamond,  principal amount of 135 million
          pounds sterling ($222 million),  interest payable  semi-annually as of
          August 1, 1998;

     (19) 9-1/8% Senior Notes due February 1, 2008,  issued by Diamond  Holdings
          plc, principal amount of $110 million,  interest payable semi-annually
          as of August 1, 1998; and

     (20) mortgage of 2.5 million  pounds  sterling  ($4.1  million) to fund the
          construction of an office building, repayable over 20 years as of July
          31, 1995, interest at LIBOR plus 1-1/2%.


                                       24
<PAGE>

                        NTL Incorporated and Subsidiaries


The  Company has other  significant  commitments  or  potential  commitments  in
addition to those described above. These are as follows:

     (1)  The Company has certain exclusive local delivery operator licenses for
          Northern  Ireland  and other  franchise  areas in the United  Kingdom.
          Pursuant to these licenses,  various subsidiaries are required to make
          monthly cash payments to the ITC during the 15 year license terms. The
          Company has paid 14.4 million  pounds  sterling ($22 million)  through
          September 30, 1999 in connection with these licenses.  The Company has
          requested the ITC to convert all of its fee bearing exclusive licenses
          to non-exclusive  licenses by the end of 1999. The Company's liability
          for the license payments will end upon the conversion.

     (2)  In July 1999, the Company acquired certain  broadband cable franchises
          from British  Telecommunications  plc ("BT") for an aggregate of up to
          19  million  pounds  sterling  ($31.2   million).   The  Company  paid
          approximately  5 million pounds sterling ($8.2 million) on closing and
          will  pay  up  to  14  million  pounds  sterling  ($23.0  million)  on
          completion of the upgrade of certain networks.  The Company expects to
          invest  approximately  15 million pounds  sterling  ($24.7 million) to
          upgrade the networks for digital cable,  interactive services and high
          speed  Internet  access.  The Company leases the networks from BT on a
          long-term  basis for an annual  lease  payment  of  approximately  3.9
          million pounds sterling ($6.4 million).

     (3)  In August 1999, the Company purchased four of the five franchise areas
          comprising  the "1G Networks" of France  Telecom.  The balance due for
          the fifth  franchise  area of Toulon and  LaValette  of  approximately
          137.2  million  French  Francs  ($22.4  million)  is payable  upon the
          closing  of that  franchise  area  which is  expected  to occur in the
          fourth quarter of 1999.

Management  does not  anticipate  that the  Company  and its  subsidiaries  will
generate  sufficient  cash flow from  operations to repay at maturity the entire
principal  amount  of the  outstanding  indebtedness  of  the  Company  and  its
subsidiaries.  Accordingly,  the Company may be required to consider a number of
measures, including: (i) refinancing all or a portion of such indebtedness, (ii)
seeking  modifications  to  the  terms  of  such  indebtedness,   (iii)  seeking
additional debt financing,  which may be subject to obtaining  necessary  lender
consents,  (iv) seeking additional equity financing, or (v) a combination of the
foregoing.

The  Company's   operations  are  conducted  through  its  direct  and  indirect
wholly-owned   subsidiaries.   As  a  holding  company,  the  Company  holds  no
significant  assets  other  than cash,  securities  and its  investments  in and
advances to its subsidiaries. The Company's ability to pay cash dividends to its
stockholders  may be  dependent  upon the receipt of  sufficient  funds from its
subsidiaries.  The Company's wholly-owned subsidiary,  NTL Communications Corp.,
is also a holding company that conducts its operations through its subsidiaries.
Accordingly,  NTL Communications  Corp.'s ability to make scheduled interest and
principal payments when due to holders of its indebtedness may be dependent upon
the receipt of sufficient funds from its subsidiaries.


                                       25
<PAGE>

                        NTL Incorporated and Subsidiaries


From time to time the  Company  may fund its  capital  requirements  outside the
United  Kingdom and Ireland from dividends  from NTL  Communications  subject to
certain  conditions under the Indentures.  NTL  Communications  distributed $500
million  to the  Company in April  1999.  NTL  Communications  may use cash from
equity  proceeds in excess of cumulative  EBITDA (as defined in the  Indentures)
minus 1.5 times  cumulative  interest  expense plus capital stock proceeds,  for
dividend  payments  to the extent  such funds are not used for other  Restricted
Payments (as defined in the  Indentures).  The Company  intends to repay certain
amounts to NTL Communications  when funds become available.  Currently there are
no funds  available to the Company from NTL  Communications,  because the Senior
Increasing Rate Notes prohibit NTL Communications  from making dividend payments
or other distributions to the Company.


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash provided by operating activities was $41,801,000 and cash used in operating
activities was $27,656,000 in the nine months ended September 30, 1999 and 1998,
respectively.  The change is primarily  due to changes in  operating  assets and
liabilities.

Purchases of fixed assets were  $858,094,000 in 1999 and $464,944,000 in 1998 as
a result of the  continuing  fixed asset  purchases  and  construction  in 1999,
including purchases and construction by acquired companies.

Proceeds from borrowings,  net of financing costs, of  $1,125,494,000 in 1999 is
from the  issuance  of the  9-3/4%  Notes and from the  issuance  of the  Senior
Increasing  Rate Notes and the Variable Rate  Redeemable  Guaranteed  Loan Notes
issued in connection with the Cablelink  acquisition.  Proceeds from issuance of
preferred  stock and  warrants of  $1,250,000  in 1999 is from the sale of 5.25%
Convertible  Preferred  Stock and warrants to purchase 1.5 million shares of the
Company's  common  stock  to  Microsoft  Corp.  and the  sale  of 5%  Cumulative
Participating  Convertible Preferred Stock to France Telecom.  Proceeds from the
issuance of common stock of $250,000,000 is from the sale of  approximately  3.4
million shares of common stock to France Telecom.


                                       26
<PAGE>

                        NTL Incorporated and Subsidiaries


YEAR 2000

The Company  has a  comprehensive  Year 2000  project  designed to identify  and
assess the risks associated with its information systems,  products,  operations
and infrastructure,  suppliers,  and customers that are not Year 2000 compliant,
and to develop, implement and test remediation and contingency plans to mitigate
these risks. The project comprises four phases: (1) identification of risks, (2)
assessment of risks,  (3) development of remediation  and contingency  plans and
(4) implementation and testing.

The Company has completed its compilation of equipment and systems that might be
affected  by Year 2000  noncompliance.  An impact and risk  assessment  has been
completed on all items to determine  whether items are business  critical,  high
priority or low  priority.  This  assessment  includes all  information  systems
("IS") and non-IS equipment with embedded  technology such as air  conditioning,
generators and power supplies. The Company's billing,  provisioning and customer
service  systems  have been  reviewed  and  modified  for Year  2000  readiness.
Integration  testing of the complete  system began in the second quarter of 1999
and will  continue  until the end of 1999 as part of change  control  management
when new processes are introduced.  Testing of other business  critical and high
priority items is mostly complete,  although some testing will continue into the
fourth quarter of 1999. Where  appropriate,  remedial work has been minimized by
bringing  forward  planned  system  revisions  and retiring old  equipment.  The
Company  has also  communicated  with its  suppliers  with  respect  to the high
priority and business  critical items. A central database has been maintained to
insure all issues have been resolved.  This communication is virtually complete,
and all items  are now  cleared  or have a  definite  planned  upgrade  path.  A
Millennium  Operations  Plan has been created and the key  resources  needed for
problems  that may arise over the Year 2000  weekend  have been  scheduled.  The
Millennium  Operations  Plan will be constantly  revised  throughout  the fourth
quarter of 1999 to account  for changes in external  influences.  The  Company's
Year 2000 Project and  Operations  Plan have been  independently  audited by the
United Kingdom telecoms  industry  regulator,  OFTEL,  during 1999 and have been
declared satisfactory.

The  Company  expects to incur $13 million  primarily  in labor costs to compile
inventories,  assess risks,  prioritize  remediation projects,  communicate with
suppliers,  maintain the supplier communications database, test remediations and
implement remediations.  The Company incurred approximately $3.2 million of this
amount in 1998 and approximately $7.5 million was incurred through September 30,
1999.

The  Company  currently  believes  that the most  reasonably  likely  worst case
scenario  with  respect to the Year 2000 is the  failure  of public  electricity
supplies during the millennium period. A number of critical sites have permanent
automatic standby generators and uninterruptible power supplies.  Where critical
sites do not have  permanent  standby power,  the Company  intends to deploy its
mobile generators.  In addition,  other telephone  operators have suggested that
the  telephone  network may overload due to  excessive  traffic.  The Company is
reviewing its "cold start" scenarios and alternative  interconnection  routes in
the event of interruptions in the service of other telephone  companies.  Either
or both of the above mentioned scenarios could have a material adverse effect on
operations,  although it is not  possible at this time to quantify the amount of
revenues  and  gross  profit  that  might be lost,  or the costs  that  could be
incurred.


                                       27
<PAGE>

                        NTL Incorporated and Subsidiaries


During the remainder of 1999, the Company may discover  additional  problems and
may not be able to develop,  implement or test remediation or contingency plans,
or may find that the costs of these activities exceed current  expectations.  In
many cases,  the Company is relying on assurances  from  suppliers  that new and
upgraded  information  systems and other  products will be Year 2000 ready.  The
Company has tested most of such  third-party  products,  but cannot be sure that
its tests were  adequate  or that,  if  problems  are  identified  as testing is
completed,  they will be addressed by the supplier in a timely and  satisfactory
way.

Because the Company  uses a variety of  information  systems and has  additional
systems  embedded in its  operations and  infrastructure,  the Company cannot be
sure that all of its systems will work  together in a Year  2000-ready  fashion.
Furthermore,  the  Company  cannot  be sure  that it will  not  suffer  business
interruptions,  either  because  of its own  Year  2000  problems  or  those  of
third-parties  upon whom the  Company is reliant  for  services.  The Company is
continuing  to evaluate  its Year  2000-related  risks and  corrective  actions.
However,  the risks  associated  with the Year 2000  problem are  pervasive  and
complex;  they can be  difficult  to  identify  and  address,  and can result in
material adverse  consequences to the Company.  Even if the Company, in a timely
manner,  completes  all of the  upgrades  and  testing  that is  believed  to be
adequate, and develops contingency plans believed to be adequate,  some problems
may  not be  identified  or  corrected  in  time  to  prevent  material  adverse
consequences to the Company.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements contained herein constitute  "forward-looking  statements" as
that term is defined under the Private Securities Litigation Reform Act of 1995.
When used  herein,  the  words,  "believe,"  "anticipate,"  "should,"  "intend,"
"plan," "will," "expects," "estimates,"  "projects,"  "positioned,"  "strategy,"
and  similar  expressions   identify  such  forward-looking   statements.   Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the  Company,  or  industry  results,  to be  materially  different  from  those
contemplated, projected, forecasted, estimated or budgeted, whether expressed or
implied, by such forward-looking statements. Such factors include the following:
general economic and business  conditions,  the Company's ability to continue to
design  networks,   install   facilities,   obtain  and  maintain  any  required
governmental licenses or approvals and finance construction and development, all
in a timely manner at reasonable costs and on satisfactory terms and conditions,
as well as assumptions about customer  acceptance,  churn rates,  overall market
penetration and competition from providers of alternative  services,  the impact
of new business  opportunities  requiring significant up-front investment,  Year
2000 readiness, and availability, terms and deployment of capital.


                                       28

<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to market  risks  including  changes in foreign  currency
exchange  rates and  interest  rates.  To the extent  that the  Company  obtains
financing  in United  States  dollars and incurs costs in the  construction  and
operation  of its  networks  in  various  other  currencies,  it will  encounter
currency   exchange  rate  risks.   At  September  30,  1999,  the  Company  had
approximately  $786 million in pounds sterling,  $2.7 million in Irish punts and
$9.6 million in Australian dollar cash and cash equivalents to reduce this risk.
In addition,  the Company's pounds sterling  denominated  Notes also reduce this
risk. The Company also has  approximately  $118.7 million in Euro's in escrow as
cash  collateral  for  the  Variable  Rate  Redeemable  Guaranteed  Loan  Notes.
Furthermore,  the Company's  revenues are generated  primarily in British pounds
sterling  while its interest and principal  obligations  with respect to most of
the Company's existing indebtedness are payable in U.S. dollars. The Company has
entered  into an option  agreement  to hedge some of the risk of  exchange  rate
fluctuations   related  to  interest  and  principal  payments  on  U.S.  dollar
denominated  debt and for  parent  company  expenses  up to an  annual  limit of
approximately $13 million. The Company may purchase U.S. dollars at a fixed rate
of 1 pound sterling to $1.40 on specified  dates through June 2001 for specified
amounts of U.S.  dollars.  The dates and U.S.  dollar amounts  correspond to the
Company's  interest and principal payment dates and amounts for a portion of its
U.S. dollar denominated debt and anticipated amounts of parent company expenses.
In addition,  NTL Bermuda has option  agreements of 250 million pounds  sterling
notional amount to purchase U.S.  dollars at a fixed rate of 1 pound sterling to
$1.35 in November 2000.  This option  provides a hedge against an adverse change
in exchange rates when interest  payments  commence on NTL Bermuda's U.S. dollar
denominated Discount Debentures.

There have been no other material changes in the reported market risks since the
end of the most recent fiscal year.


                                       29
<PAGE>

                        NTL Incorporated and Subsidiaries


PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          4.1. Amendment No. 2 to the Rights Agreement,  dated as of October 23,
               1999,  by and  between NTL  Incorporated  and  Continental  Stock
               Transfer & Trust Company, as Rights Agent

          27.  Financial Data Schedule

     (b)  Reports on Form 8-K.

          During the quarter  ended  September  30, 1999,  the Company filed the
          following reports on Form 8-K:

          (i)  Report dated July 7, 1999,  reporting under Item 5, Other Events,
               that NTL  Incorporated  had filed a Registration  Statement for 8
               million  shares  of its  common  stock  and $400  million  of NTL
               Communications Corp.'s convertible subordinated notes due 2009.

          (ii) Report dated July 16, 1999,  reporting under Item 2,  Acquisition
               or Disposition  of Assets,  that NTL  Incorporated  completed the
               acquisition of Cablelink Limited, and under Item 5, Other Events,
               that France Telecom agreed to make an initial  investment of $1.0
               billion in NTL Incorporated  and that NTL Incorporated  confirmed
               that it has been in  discussions  with Cable and Wireless about a
               possible merger transaction.

          (iii)Report  dated  July  26,  1999,  reporting  under  Item 5,  Other
               Events,  that NTL  Incorporated  had acquired  certain  broadband
               cable franchises from British Telecommunications plc and that NTL
               Incorporated  with the  support  of  France  Telecom,  agreed  to
               acquire the consumer  cable  telephone,  Internet and  television
               operations of CWC ConsumerCo.

          (iv) Report dated July 30, 1999, reporting under Item 5, Other Events,
               that NTL  Incorporated  announced the acquisition of the consumer
               cable  telephone,  Internet and television  operations of Cable &
               Wireless  Communications,  plc and that the Board of Directors of
               Bell Atlantic Corporation approved the related agreement.

          (v)  Report  dated  August  16,  1999,  reporting  under Item 5, Other
               Events, that NTL Incorporated consummated an investment by France
               Telecom   S.A.  of  $1.0   billion  in  NTL   Incorporated.   NTL
               Incorporated   also  announced  that  France   Telecom's   Senior
               Executive  Vice  President,  Jean-Louis  Vinciguerra,  joined the
               Board of Directors.


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<PAGE>
                        NTL Incorporated and Subsidiaries


          (vi) Report dated  September 17, 1999,  reporting  under Item 5, Other
               Events, that NTL Incorporated agreed to acquire 100% of Workplace
               Technologies  plc  and  that  NTL  Incorporated   announced  that
               Telewest  Communications  PLC exercised its right to purchase all
               of NTL's  shares  of Cable  London  PLC and all of NTL's  related
               rights and interests.

          There were no financial statements filed with any of these reports.



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<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                        NTL INCORPORATED



Date:  November 10, 1999                By: /s/ J. Barclay Knapp
                                           -------------------------------------
                                           J. Barclay Knapp
                                           President and Chief Executive Officer


Date:  November 10, 1999                By: /s/ Gregg Gorelick
                                           -------------------------------------
                                           Gregg Gorelick
                                           Vice President-Controller
                                           (Principal Accounting Officer)



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