SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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, 1996

                                       OR

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

               For the transition period from ________ to ________

                         Commission file number 0-26840

                           Telewest Communications plc
             (Exact Name of Registrant as Specified in its Charter)


     England and Wales                                     N.A.
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)


                              Genesis Business Park
                              Albert Drive, Woking
                                Surrey, GU21 5RW
                                 United Kingdom

                      Telephone number: 001 44 1483 750 900


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 [_].

At September 30, 1996, 927,563,971 ordinary shares of 10p each were outstanding.


<PAGE>
<TABLE>
<CAPTION>

TELEWEST COMMUNICATIONS PLC
US GAAP
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS)

------------------------------------------------------------------------------------------------------------------------------------
                                               3 months      3 months         3 months      9 months      9 months         9 months
                                                  ended         ended            ended         ended         ended            ended
                                          September 30, September 30,    September 30, September 30,  September 30,   September 30,
                                                   1996          1996             1995          1996           1996            1995
                                               (note 1)                                     (note 1)
<S>                                        <C>         <C>              <C>               <C>       <C>              <C>
REVENUE

Cable television                            $  45,802  (pound)  29,261  (pound) 14,281    $ 134,824 (pound)  86,133 (pound)  40,154
Telephony - residential                        51,425           32,853          12,173      141,154          90,177          32,378
Telephony - business                           13,405            8,564           4,149       37,248          23,796          11,286
Other ((pound)1,201 and(pound)1,053 
  in 1996 and 1995 from related parties)        3,827            2,445           1,637       10,170           6,497           3,822
                                           -----------   -------------    ------------   -----------   ------------    ------------
                                              114,459           73,123          32,240      323,396         206,603          87,640
                                           -----------   -------------    ------------   -----------   ------------    ------------

OPERATING COSTS AND EXPENSES

Programming                                   (25,705)         (16,422)         (7,104)     (73,854)        (47,182)        (19,079)
Telephony                                     (17,268)         (11,032)         (7,196)     (56,897)        (36,349)        (16,711)
Selling, general, and administrative 
 (including(pound)4,058 and(pound)1,558
 in 1996 and 1995 from related parties)       (69,152)         (44,178)        (24,371)    (201,434)       (128,687)        (70,571)
Depreciation                                  (46,072)         (29,433)        (13,179)    (131,651)        (84,106)        (36,438)
Amortization of goodwill                      (10,284)          (6,570)           (525)     (30,655)        (19,584)         (1,574)
                                           -----------    -------------    ------------  -----------    ------------    ------------
                                             (168,481)        (107,635)        (52,375)    (494,491)       (315,908)       (144,373)
                                           -----------    -------------    ------------  -----------    ------------    ------------

OPERATING LOSS                                (54,022)         (34,512)        (20,135)    (171,095)       (109,305)        (56,733)


OTHER INCOME/(EXPENSE)

Interest income((pound)1,255 and(pound)
  1,123 in 1996 and 1995 from 
  related parties)                              4,568            2,918           1,431       22,540          14,400           7,496
Interest expense and similar charges          (40,753)         (26,035)         (1,734)    (122,573)        (78,307)         (4,187)
Unrealized loss on interest rate swaps              -                -          (3,360)           -               -          (8,609)
Foreign exchange losses, net                  (11,857)          (7,575)              -      (86,472)        (55,243)              -
Share of net losses of affiliates              (6,195)          (3,958)         (3,525)     (17,921)        (11,449)         (9,163)
Gain on disposal of assets                        (28)             (18)              1          219             140              37
Minority interests in profits of 
  consolidated subsidiaries, net                  (97)             (62)             (5)        (182)           (116)            (19)
Other, net                                          -                -              (3)           -               -              (3)
                                           -----------    -------------    ------------  -----------    ------------    ------------


LOSS BEFORE INCOME TAXES                     (108,384)         (69,242)        (27,330)    (375,484)       (239,880)        (71,181)

Income tax expense                                (95)             (61)              5         (235)           (150)             (4)
                                           -----------    -------------    ------------  -----------    ------------    ------------

NET LOSS                                    $(108,479) (pound) (69,303) (pound)(27,325)   $(375,719)(pound)(240,030) (pound)(71,185)
                                           ===========    =============    ============  ===========    ============    ============



LOSS PER ORDINARY SHARE 
  (DOLLARS/POUND) (NOTE 5)                  $   (0.12) (pound)   (0.07) (pound)  (0.03)   $   (0.41)(pound)    (0.26) (pound) (0.08)
                                           ===========    =============    ============  ===========    ============    ============

</TABLE>


See accompanying notes to the unaudited condensed consolidated
financial statements



<PAGE>
<TABLE>
<CAPTION>


TELEWEST COMMUNICATIONS PLC
US GAAP
UNAUDITED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)

------------------------------------------------------------------------------------------------------------------------------------

                                                                       September 30,           September 30,           December 31,
                                                                               1996                     1996                   1995
                                                                            (note 1)
<S>                                                                    <C>                 <C>                   <C> 
ASSETS


Cash and cash equivalents                                               $   156,782         (pound)  100,161     (pound)    464,818
Trade receivables (net of allowance for doubtful accounts
         of(pound)5,465 and(pound)4,695)                                     48,679                   31,099                 23,123
Other receivables                                                            46,447                   29,673                 25,657
Prepaid expenses                                                              5,009                    3,200                  6,133
Investments in affiliates, accounted for under the equity 
         method, and related receivables                                    116,181                   74,223                 80,703
Other investments, at cost                                                   40,175                   25,666                 20,666
Property and equipment (less accumulated depreciation of
         (pound)268,058 and(pound)182,142)                                2,091,565                1,336,207              1,063,808
Goodwill (less accumulated amortization of(pound)31,342 
          and(pound)11,758)                                                 776,343                  495,971                495,881
Other assets (less accumulated amortization of(pound)3,098
          and(pound)742)                                                    108,202                   69,125                108,931
                                                                       -------------            -------------        ---------------
TOTAL ASSETS                                                            $ 3,389,383         (pound)2,165,325     (pound)  2,289,720
                                                                       =============            =============        ===============



LIABILITIES AND SHAREHOLDERS' EQUITY


Accounts payable                                                        $    59,945         (pound)   38,296    (pound)      40,402
Other liabilities                                                           240,149                  153,421                103,824
Debt                                                                      1,306,218                  834,484                792,265
Capital lease obligations                                                    70,606                   45,107                 30,314
                                                                       -------------            -------------        ---------------
TOTAL LIABILITIES                                                         1,676,918                1,071,308                966,805
                                                                       -------------            -------------        ---------------

Minority interests                                                              443                      283                    167
                                                                       -------------            -------------        ---------------

Shareholders' equity
Convertible preference shares, 10 pence par value;
         661,000,000 shares authorized in 1996 and 1995;
         496,066,708 shares issued and outstanding in 1996 and 1995          77,650                   49,607                 49,607
Ordinary shares, 10 pence par value;
         2,010,000,000 shares authorized in 1996 and 1995;
         927,563,971 and 919,963,400 shares issued and outstanding
          in 1996 and 1995, respectively                                    145,191                   92,756                 91,996
Additional paid-in capital                                                2,086,360                1,332,882              1,322,971
Accumulated deficit                                                        (594,418)                (379,747)              (139,717)
                                                                       -------------            -------------        ---------------
                                                                          1,714,783                1,095,498              1,324,857


Ordinary shares held in trust for the Telewest Restricted Share Scheme       (2,761)                  (1,764)                (2,109)
                                                                       -------------            -------------        ---------------

TOTAL SHAREHOLDERS' EQUITY                                                1,712,022                1,093,734              1,322,748
                                                                       -------------            -------------        ---------------

Commitments and contingencies (note 6)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              $ 3,389,383         (pound)2,165,325    (pound)   2,289,720
                                                                       =============            =============        ===============

</TABLE>

See accompanying notes to the unaudited condensed consolidated
financial statements

<PAGE>
<TABLE>
<CAPTION>
TELEWEST COMMUNICATIONS PLC
US GAAP
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)

---------------------------------------------------------------------------------------------------------------------------

                                                                               9 months          9 months          9 months
                                                                                  ended             ended             ended
                                                                          September 30,      September 30,    September 30,
                                                                                   1996              1996              1995
                                                                               (note 1)
<S>                                                                         <C>           <C>                <C>   
CASH FLOWS FROM OPERATING ACTIVITIES

       Net loss                                                             $  (375,719)  (pound)(240,030)   (pound)(71,185)

       Adjustments to reconcile net loss to net cash used in operating
           activities:
           Depreciation                                                         131,651            84,106            36,438
           Amortization of goodwill                                              30,655            19,584             1,574
           Amortization of deferred financing costs and issue
               discount on senior discount debentures                            88,264            56,388                 -
           Unrealized loss on foreign currency translation                       86,472            55,243                 -
           Unrealized loss on interest rate swap                                      -                 -             8,609
           Share of losses of affiliates                                         17,921            11,449             9,163
           Gain on disposals of assets                                             (219)             (140)              (37)
           Minority interests in profits                                            182               116                19
       Changes in operating assets and liabilities, net of effect of 
           acquisition of subsidiaries:
           Change in receivables                                                (23,440)          (14,975)           (4,352)
           Change in prepaid expenses                                             4,571             2,920            (2,132)
           Change in accounts payable                                           (16,879)          (10,783)           (6,621)
           Change in other liabilities                                           23,654            15,112            11,387
                                                                             ----------        ----------         ---------

NET CASH USED IN OPERATING ACTIVITIES                                           (32,887)          (21,010)          (17,137)
                                                                             ----------        ----------         ---------


CASH FLOWS FROM INVESTING ACTIVITIES

       Cash paid for property and equipment                                    (475,469)         (303,756)         (178,886)
       Cash paid for acquisition of subsidiaries                                (22,068)          (14,098)                -
       Additional investments in and loans to affiliates                         (1,855)           (1,185)                -
       Additions to other investments                                            (7,827)           (5,000)           (9,289)
       Proceeds from disposals of assets                                          1,407               899               229
                                                                             ----------        ----------         ---------

NET CASH USED IN INVESTING ACTIVITIES                                          (505,812)         (323,140)         (187,946)
                                                                             ----------        ----------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES

       Cash paid for credit facility arrangement costs                          (28,164)          (17,993)                -
       Cash paid for debenture issue costs                                       (1,074)             (686)                -
       Repayment of borrowings                                                   (1,467)             (937)                -
       Cash paid for share issue costs                                                -                 -            (6,141)
       Capital element of finance lease repayments                               (1,845)           (1,179)             (959)
                                                                             ----------        ----------         ---------

NET CASH USED IN FINANCING ACTIVITIES                                           (32,550)          (20,795)           (7,100)
                                                                             ----------        ----------         ---------


NET DECREASE IN CASH AND CASH EQUIVALENTS                                      (571,249)         (364,945)         (212,183)

       Effect of exchange rate changes on cash and
           cash equivalents                                                         451               288                 -

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                727,580           464,818           248,002
                                                                             ----------        ----------         ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                  $   156,782   (pound) 100,161    (pound) 35,819
                                                                             ==========        ==========         =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION :

Cash paid for interest during the period                                    $    23,217   (pound)  14,832    (pound)  4,176
                                                                             ==========        ==========         =========

</TABLE>

See accompanying notes to the unaudited condensed consolidated
financial statements


<PAGE>
<TABLE>
<CAPTION>

TELEWEST COMMUNICATIONS PLC
US GAAP
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS)

-------------------------------------------------------------------------------------------------------------------------------
                                   CONVERTIBLE                                     ADDITIONAL
                                    PREFERENCE       ORDINARY    SHARES HELD          PAID-IN      ACCUMULATED
                                        SHARES         SHARES       IN TRUST          CAPITAL          DEFICIT            TOTAL

<S>                              <C>            <C>           <C>            <C>              <C>              <C> 
BALANCE AT  DECEMBER 31, 1995    (pound)49,607 (pound)91,996  (pound)(2,109) (pound)1,322,971 (pound)(139,717) (POUND)1,322,748

Issue of shares                              -           760              -             9,911               -            10,671

Accrued employee compensation
   relating to the Telewest 
   Restricted Share Scheme                   -             -            345                 -               -               345

Net loss for the period to 
    September 30, 1996                       -             -              -                 -        (240,030)         (240,030)
                                     -------------------------------------------------------------------------------------------
BALANCE AT  SEPTEMBER 30, 1996   (pound)49,607 (pound)92,756  (pound)(1,764) (pound)1,332,882 (pound)(379,747) (POUND)1,093,734
                                     ===========================================================================================


</TABLE>

See accompanying notes to the unaudited condensed consolidated
financial statements



<PAGE>



TELEWEST COMMUNICATIONS PLC
US GAAP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.       BASIS OF PREPARATION

         Telewest Communications plc (the "Company") was incorporated on October
         20,1994 under the laws of England and Wales. On October 2, 1995, the
         Company acquired the whole of the issued share capital of Telewest
         Communications Cable Limited, then called TeleWest Communications plc,
         ("Old Telewest"), in exchange for the issue of fully paid up shares of
         the Company pursuant to a court-approved scheme of arrangement (the
         "Scheme of Arrangement") made between Old Telewest, the Company and the
         shareholders of Old Telewest. Details regarding the organization and
         history of Old Telewest and the Scheme of Arrangement can be found in
         the Company's Annual Report on Form 10-K for the year ended December
         31, 1995 filed with the Securities and Exchange Commission (the "1995
         Annual Report").

         On October 3, 1995, immediately following the completion of the Scheme
         of Arrangement, the Company acquired the entire issued share
         capital of SBC CableComms (UK) ("SBCC"), a company that holds cable
         television and telephony interests in the United Kingdom ("UK"), from
         its former shareholders in exchange for fully paid up shares of the
         Company. Details regarding the acquisition can be found in the 1995
         Annual Report.

         The unaudited condensed consolidated financial statements of the
         Company and its majority owned subsidiaries (and, where appropriate,
         their predecessor companies, collectively, the "Telewest Group") have
         been prepared in accordance with the rules and regulations of the
         Securities and Exchange Commission. Certain information and footnote
         disclosures normally included in annual financial statements prepared
         in accordance with generally accepted accounting principles have been
         condensed or omitted pursuant to those rules and regulations.

         As the currency in which the Company operates is UK pounds sterling and
         the economic environment in which the Company operates is the UK, the
         financial statements are stated in pounds sterling ((pound)). Merely
         for convenience, the financial statements contain translations of
         certain pounds sterling amounts into US dollars at $1.5653 per
         (pound)1.00, the Noon Buying Rate of the Federal Reserve Bank of New
         York on September 30, 1996.

2.       RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS

         The condensed consolidated financial statements as of and for the
         periods ended September 30, 1995 and 1996 are unaudited; however, in
         the opinion of the management, such statements include all adjustments
         (consisting only of normal recurring accruals) necessary for a fair
         presentation of the results of operations for the interim periods
         presented. The results of operations for any interim period are not
         necessarily indicative of the results of the full year. The unaudited
         condensed consolidated financial statements should be read in
         conjunction with the audited consolidated financial statements and
         notes thereto included in the 1995 Annual Report.

3.       ACCOUNTING POLICIES - FINANCIAL INSTRUMENTS

         The Company uses foreign currency option contracts which permit, but do
         not require, the Company to exchange foreign currencies at a future
         date with another party at a contracted exchange rate. The Company also
         enters into combined foreign currency and interest rate swap contracts
         ("Foreign Currency Swaps") under which the Company exchanges principal
         amounts of foreign currencies with another party at an agreed exchange
         rate and agrees, at maturity, to re-exchange the principal amounts at
         an exchange rate agreed at the outset of the transaction. Over the term
         of the Foreign Currency Swaps, the Company and the swap counterparty
         also exchange interest payments in different currencies in respect of
         the principal amounts exchanged. The foreign currency options and
         Foreign Currency Swaps are used to hedge against adverse changes in
         foreign currency exchange rates associated with certain obligations
         denominated in 


                                        5

<PAGE>



TELEWEST COMMINICATIONS PLC
US GAAP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.       ACCOUNTING POLICIES - FINANCIAL INSTRUMENTS (CONTINUED)

         foreign currency.

         The foreign currency option and the Foreign Currency Swaps are recorded
         on the balance sheet in "other assets" or "other liabilities" at their
         fair value at the end of each reporting period, with changes in their
         fair value during the reporting period being reported as part of the
         foreign exchange gain or loss in the statement of operations. Such
         gains and losses are offset against foreign exchange gains and losses
         on the obligations denominated in foreign currencies which have been
         hedged.

4.       DEPRECIATION

         The estimated useful lives of certain assets within system electronics
         and cable and ducting were re-assessed with effect from January 1, 1996
         and changed from 10 years and 30 years to 8 years and 25 years,
         respectively. These assets will be written off over their revised
         estimated remaining lives. The change in asset lives does not have a
         material effect on the current period financial statements.

5.       LOSS PER ORDINARY SHARE

         Loss per ordinary share is based on the weighted average number of
         ordinary shares outstanding for the period of 924,706,630 shares.

6.       COMMITMENTS AND CONTINGENCIES

         The Company is party to various legal proceedings in the ordinary
         course of business which it does not believe will result, in aggregate,
         in a material adverse effect on its balance sheet position and its
         results.

7.       BANK FINANCING

         A subsidiary of the Company is party to a senior secured credit
         facility which is available for future drawdowns. The facility is
         available to finance the capital expenditure, working capital, and
         other related requirements for the construction and operation of all
         the Company's owned and operated franchises, to pay cash interest on
         the Company's unsecured debentures, to fund the repayment of existing
         secured borrowings in respect of the London South and Avon Regional
         Franchise Areas, to fund loans to or investments in affiliated
         companies, to bid for or purchase, and subsequently construct, licences
         or franchises which may become available and to refinance advances and
         the payment of interest, fees and expenses in respect of the senior
         secured credit facility.

         The facility is divided into two tranches: the first portion (Tranche
         A) is available on a revolving basis for up to (pound)300 million,
         reducing to (pound)100 million by June 30, 1998 with full repayment by
         December 31, 1998; the second portion (Tranche B) is available on a
         revolving basis concurrently with Tranche A for an amount up to 6.5
         times the trailing, rolling six month annualized consolidated net
         operating cash flow, gradually reducing throughout the period of the
         facility to 4 times by January 1, 2000. Thereafter, the amount
         outstanding under the facility converts to a term loan amortising over
         5 years. The aggregate drawing at any time under both tranches cannot
         exceed (pound)1.2 billion.

         Borrowings under the facility are secured by the assets of the Company,
         including the partnership


                                        6

<PAGE>



TELEWEST COMMINICATIONS PLC
US GAAP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.       BANK FINANCING (CONTINUED)

         interests and shares of subsidiaries, and bear interest at 2.25% above
         LIBOR for Tranche A and between 0.5% and 1.875% above LIBOR (depending
         on the ratio of borrowings to the trailing, rolling six month
         annualized consolidated net operating cash flow) for Tranche B. The
         Company's ability to borrow under the facility is subject to, among
         other things, its compliance with the financial and other covenants and
         conditions contained therein.

         In September 1996, the Company entered into certain delayed starting
         interest rate swap agreements in order to manage interest rate risk on
         the Senior Secured Facility. The effective dates of the interest rate
         swap agreements are January 2, 1997 and March 31, 1997 and the
         agreements mature on December 31, 2001 and March 28, 2002. The
         aggregate notional principal amount of the swaps adjusts upward on a
         semi-annual basis to a maximum of (pound)750 million. In accordance
         with the swap agreements, the Company receives interest at the six
         month LIBOR and pays a fixed interest rate in the range of 7.835% -
         7.975%.









                                        7

<PAGE>



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

The financial information contained in this Report on Form 10-Q is prepared in
accordance with US GAAP. In accordance with UK securities regulations, the
Company also prepares financial statements in accordance with UK GAAP. The UK
GAAP financial statements for the period covered by this Report are contained in
Exhibit 99 to this Report.

The following discussion and analysis of financial condition and results of
operations should be read in conjunction with the management discussion and
analysis contained in the 1995 Annual Report.

SAFE HARBOR STATEMENT UNDER THE US PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: The discussion and analysis below includes certain forward looking
statements that involve risks and uncertainties that could lead to actual
results that are significantly different from those anticipated by the Company.
These risks and uncertainties relate to, among other things, the extent consumer
preference develops for cable television over other methods of providing in-home
entertainment and for the Company as a viable alternative to British
Telecommunications plc ("BT") and Mercury Communications Limited ("Mercury") as
a provider of telephony service; the ability of the Company to manage growth and
expansion; the ability of the Company to construct its network in a cost
efficient and timely manner; the ability of the Company to raise additional
financing if there is a material adverse change in the Company's anticipated
revenues or expenses; the ability of the Company to respond to changes or
increases in competition and adverse changes in government regulation; the
extent programming is available at reasonable costs; adverse changes in the
pricing of telephony interconnection; disruptions in supply of services and
equipment, and the performance of the Affiliated Companies (which are not
controlled by the Company).

LIQUIDITY AND CAPITAL RESOURCES

On May 22, 1996, the Company (through a directly wholly owned subsidiary)
entered into a (pound)1.2 billion senior secured credit facility with a
syndicate of banks (the "Senior Secured Facility"). The Senior Secured Facility
will be used to finance the capital expenditure, working capital requirements
and other permitted related activities for the construction and operation of
directly or indirectly wholly owned telephony and television franchises of the
Company; to fund the payment of cash interest on the Senior Debentures and
Senior Discount Debentures (as defined below); to fund the repayment of existing
secured borrowings of the Company in respect of the London South and Avon
Regional Franchise Areas; to fund loans to or investments in Affiliated
Companies; to fund the acquisition, and subsequent construction, of local
delivery operators/franchises; and to refinance advances and the payment of
interest, fees and expenses in respect of the Senior Secured Facility.

The Senior Secured Facility is divided into two tranches, the first will be
available on a revolving basis for up to (pound)300 million, reducing to
(pound)100 million by June 30, 1998, with full repayment by December 31, 1998.
The second tranche will be available on a revolving basis concurrently with the
first tranche for an amount up to 6.5 times the trailing, rolling six month
annualized consolidated net operating cash flow, gradually reducing throughout
the period of the facility to 4 times by January 1, 2000. Thereafter, the amount
outstanding under the facility converts to a term loan amortizing over 5 years.
The aggregate drawing at any time under both tranches cannot exceed (pound)1.2
billion. Borrowings under the Senior Secured Facility are secured by assets
including the partnership interests and shares of subsidiaries of the Company
and bear interest at 2.25% above LIBOR for the first tranche and between 0.5%
and 1.875% above LIBOR (depending on the ratio of borrowings to the trailing,
rolling six month annualized consolidated net operating cash flow) for the
second tranche. The Company's ability to borrow under the Senior Secured
Facility is subject to, among other things, its compliance with the financial
and other covenants and borrowing conditions contained therein, and the failure
to comply with such covenants could result in all such amounts outstanding under
the facility becoming due and payable. The first drawdown under the Senior
Secured Facility was made in October 1996.

 In September 1996, the Company (through a directly wholly owned subsidiary)
entered into certain


                                        8

<PAGE>



delayed starting interest rate swap agreements in order to manage interest rate
risk on the Senior Secured Facility. The effective dates of the interest rate
swap agreements are January 2, 1997 and March 31, 1997 and the agreements mature
on December 31, 2001 and March 28, 2002. The aggregate notional principal amount
of the swaps adjusts upward on a semi-annual basis to a maximum of (pound)750
million. In accordance with the swap agreements, the Company receives interest
at the six month LIBOR and pays a fixed interest rate in the range of 7.835% -
7.975%.

On October 3, 1995, the Company raised (pound)734 million through the issue of
$300 million principal amount of 9 5/8% Senior Debentures due 2006 (the "Senior
Debentures") and $1,536 million principal amount at maturity of 11% Senior
Discount Debentures due 2007 (the "Senior Discount Debentures"). Interest on the
Senior Debentures is payable semi-annually; interest on the Senior Discount
Debentures will be payable semi-annually commencing on April 1, 2001. On October
2, 1995, the Company entered into certain currency hedge arrangements to reduce
its exposure to exchange rate fluctuations on the debentures between pounds
sterling and US dollars through October 1, 2000. The aggregate cost of such
arrangements was (pound)88 million. The proceeds of the issue have been and will
be used by the Company to fund general working capital, capital expenditures,
additional investments, if any, in Affiliated Companies or other companies
engaged in the cable/telecommunications business, any television or licensing
business and any programming guide or telephony directory business. The proceeds
of the issue were also used to purchase the currency hedge arrangements
described above and to repay a credit facility entered into by SBCC.

The Company's principal hedge instrument, a foreign currency option, provides
protection against exchange rate fluctuations on the Senior Discount Debentures
up to the early redemption date of October 1, 2000, down to a rate of 
$1.452:(pound)1, and allows the Company to benefit from positive exchange rate
movements. The Company has also entered into a Foreign Currency Swap to hedge
its exposure to adverse changes in exchange rates associated with the Senior
Debentures up to the early redemption date of October 1, 2000. Under the terms
of the Foreign Currency Swap, the Company has exchanged, with the swap
counterparty, an amount equal to the US dollar principal amount of the Senior
Debentures in return for pounds sterling, and agrees, at maturity, to
re-exchange the currency amounts. The Company and the swap counterparty also
exchange interest payments in respect of the currency amounts exchanged. Both
hedging instruments are marked to their market value at the end of each
reporting period and exchange gains and losses on the debentures are recorded at
such time. As a result, the Company's results may be materially influenced by
future exchange rate movements.

Cash and deposit balances at September 30, 1996 were (pound)100.2 million.

The Company incurred a net cash outflow from operating activities of (pound)17.1
million and (pound)21.0 million in the nine month period ended September 30,
1995 and 1996, respectively.

The Company incurred net cash outflow from investing activities of (pound)187.9
million and (pound)323.1 million in the nine month period ended September 30,
1995 and 1996, respectively. The Company's principal investing activities
continue to be the construction of the network, and in the nine month period
ended September 30, 1996, the acquisition of a franchise covering the Worcester
area from Bell Cablemedia plc for (pound)9.8 million to continue the expansion
of the network. The Company expects to continue to have significant capital
requirements to fund the cost of constructing the network for the foreseeable
future.

Cash used in financing activities was (pound)7.1 million and (pound)20.8 million
in the nine month period ended September 30, 1995 and 1996, respectively. Cash
used in financing activities consisted principally of professional fees relating
to share issue costs outstanding from 1994 which were paid in the nine month
period ended September 30, 1995 and loan arrangement and agency fees of
(pound)18.0 million relating to the (pound)1.2 billion Senior Secured Facility
which were paid in the nine month period ended September 30, 1996.

At September 30, 1996, the network had passed approximately 61% of the homes in
its owned and operated franchise areas as compared to 48% of homes in its owned
and operated franchises at September 30, 1995. Total capital expenditure in the
nine month period ended September 30, 1996 was (pound)361.3 million as compared
with


                                        9

<PAGE>



(pound)180.7 million in the nine month period ended September 30, 1995. The
increase in expenditure during 1996 was largely a result of the construction of
the network in the former SBCC franchises which were acquired in October 1995.

The Company is obligated under the terms of its telecommunications licences to
construct its network to pass a specified number of premises by prescribed
dates. The Company expects to exceed milestone obligations under its
telecommunications licences (as originally specified or as modified subsequent
thereto). If such milestones are not met, the Company may be subject to
enforcement action from regulatory authorities which, if not complied with,
could result in revocation of the Company's telecommunications licences.
Although the Company from time to time has not met certain milestones, it has
sought and received appropriate milestone modifications from the Director
General, and currently is negotiating for modifications of the milestones for a
limited number of licenses.

The Company expects to make capital expenditures of an aggregate of
approximately (pound)500 million during 1996.

The Company currently expects that the anticipated funding requirements to
substantially complete the construction of the owned and operated network
(including the recently acquired franchises of Worcester and Southport), to fund
the Company's operations, to upgrade older portions of the network, and to pay
interest on the Company's debt will be approximately (pound)1 billion. The
Company expects that such funding will be provided by the Senior Secured
Facility although there can be no assurance that the Company will not elect to
use alternative funding sources or that the Company's current anticipated
funding requirements will be in line with expectations. The Company is
continually evaluating investment opportunities as the market for cable services
in the United Kingdom develops and such opportunities may require additional
funding.


SUMMARY OF OPERATIONS (THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND
1996)

The Company's consolidated revenue increased by (pound)40.9 million or 127% from
(pound)32.2 million in the three month period ended September 30, 1995 to
(pound)73.1 million in the three month period ended September 30, 1996 and by
(pound)119.0 million or 136% from (pound)87.6 million in the nine month period
ended September 30, 1995 to (pound)206.6 million in the nine month period ended
September 30, 1996 . The results of the Company for the first nine months of
1996 include the results of the former SBCC franchises which were acquired in
October 1995; the inclusion of the results of the SBCC franchises accounted for
64% of the (pound)40.9 million increase and 62% of the (pound)119.0 million
increase in revenue for the three and nine month period, respectively, ended
September 30, 1996, over the corresponding periods in 1995. The remainder of the
increase in revenue over the corresponding periods in 1995 was principally
attributable to the larger subscriber base created by the Company's continuing
network construction in the Old Telewest franchises.

CABLE TELEVISION REVENUE

Cable television revenue increased by 105% from (pound)14.3 million in the three
month period ended September 30, 1995 to (pound)29.3 million in the three month
period ended September 30, 1996 and by 115% from (pound)40.2 million in the nine
month period ended September 30, 1995 to (pound)86.1 million in the nine month
period ended September 30, 1996. The increase was primarily attributable to a
104% increase (from 215,627 to 440,861) and a 109% increase (from 202,229 to
421,770) in the average number of customers in the three and nine month periods,
respectively, ended September 30, 1996 compared to the corresponding periods
ended September 30, 1995. The increase in the average number of customers
results from an increase in the number of homes passed and marketed in the Old
Telewest franchises (from 1,057,734 at September 30, 1995 to 1,368,981 at
September 30, 1996) and from the inclusion in 1996 of the former SBCC franchises
which contributed 174,199 customers at September 30, 1996.

Penetration increased slightly from 21.1% as at June 30, 1996 to 21.2% as at
September 30, 1996 and from 21.2% as at June 30, 1995 to 21.4% as at September
30, 1995. Penetration decreased from 21.9%


                                       10

<PAGE>



at December 31, 1995 to 21.2% at September 30, 1996 and from 22.2% at December
31, 1994 to 21.4% at September 30, 1995. Annualized quarterly churn in the three
month period ended September 30, 1996 was 35.6% and churn in the twelve month
period ended September 30, 1996 was 36.2%.

Prior to April 1, 1996, the Company had calculated churn by including in the
total of those customers who disconnect within the period, those who transfer
their cable television/residential telephony service from one premise to another
within an owned and operated Company franchise. While this had no effect on the
calculation of penetration, which is based on period end figures, it has meant
that churn has been overstated. Like other companies within the UK cable
industry, and with effect from April 1, 1996, the Company has calculated churn
to exclude those customers who so transfer their service. It is not possible to
recalculate 1995 churn rates on the revised basis and hence no comparative
figures for 1995 can be given. The 1996 and 1995 churn rates calculated on the
old basis (ie to include in churn those customers who transfer) are as follows:
annualized quarterly churn decreased from 40.6% in the three month period ended
September 30, 1995 to 39.3% in the three month period ended September 30, 1996
and churn decreased from 43.6% in the twelve month period ended September 30,
1995 to 39.5% in the twelve month period ended September 30, 1996.

Average monthly revenue per cable television customer increased from
(pound)22.05 in the three month period ended September 30, 1995 to (pound)22.12
in the three month period ended September 30, 1996 and from (pound)22.07 in the
nine month period ended September 30, 1995 to (pound)22.69 in the nine month
period ended September 30, 1996. This is a result of an increase in the basic
channel charge implemented in the fourth quarter 1995 and the additional
revenues generated from the UK's first national pay-per-view programming aired
in March 1996 which were partially offset by a decrease in the average premium
channels purchased per customer due to the inclusion in 1996 of the results of
the former SBCC franchises. The introduction of Teleplus, a new cable television
and residential telephony packaging strategy, also reduced the average premium
channels purchased per customer in the three month period ended September 30,
1996 compared to the corresponding period in 1995.

TELEPHONY REVENUE

Telephony revenue increased by 154% from (pound)16.3 million in the three month
period ended September 30, 1995 to (pound)41.4 million in the three month period
ended September 30, 1996 and by 161% from (pound)43.7 million in the nine month
period ended September 30, 1995 to (pound)114.0 million in the nine month period
ended September 30, 1996.

Residential telephony revenue increased by 170% from (pound)12.2 million in the
three month period ended September 30, 1995 to (pound)32.9 million in the three
month period ended September 30, 1996 and by 179% from (pound)32.4 million in
the nine month period ended September 30, 1995 to (pound)90.2 million in the
nine month period ended September 30, 1996. Business telephony revenue increased
by 106% from (pound)4.1 million in the three month period ended September 30,
1995 to (pound)8.6 million in the three month period ended September 30, 1996
and by 111% from (pound)11.3 million in the nine month period ended September
30, 1995 to (pound)23.8 million in the nine month period ended September 30,
1996.

The increase in residential telephony revenue in the three and nine month
periods ended September 30, 1996 compared to the corresponding periods ended
September 30, 1995 was primarily due to a 179% increase (from 189,532 to
529,571) and a 196% increase (from 164,456 to 487,541) in the average number of
residential lines. The increase in the average number of residential lines
results from an increase in the number of homes passed and marketed in the Old
Telewest franchises (from 874,283 at September 30, 1995 to 1,267,255 at
September 30, 1996) and from the inclusion in 1996 of the former SBCC
franchises, which represented 248,228 lines at September 30, 1996. The increase
in the average number of residential telephony lines was partially offset by a
decrease in the average monthly revenue per residential line, which decreased by
3% from (pound)21.38 in the three month period ended September 30, 1995 to
(pound)20.68 in the three month period ended September 30, 1996, and decreased
by 6% from (pound)21.85 in the nine month period ended September 30, 1995 to
(pound)20.55 in the nine month period ended September 30, 1996. The decrease in
the average monthly revenue per line was mainly attributable to price


                                       11

<PAGE>



reductions in per minute call charges in response to price cutting by BT, the
Company's main competitor in residential telephony. The Company intends to
continue reducing per minute call tariffs and to seek to mitigate the revenue
impact of these reductions through higher line rentals and increased call
volumes resulting from increased marketing.

Residential telephony penetration increased from 26.4% at June 30, 1996 to 26.8%
at September 30, 1996 and increased from 22.8% at June 30, 1995 to 23.1% at
September 30, 1995. Penetration increased from 26.0% at December 31, 1995 to
26.8% at September 30, 1996 and from 22.1% at 31 December 1994 to 23.1% at
September 30, 1995. Annualized quarterly churn per line was 19.1% in the three
month period ended September 30, 1996 and churn per line for the twelve month
period ended September 30, 1996 was 20.0%.

As set out under the discussion of cable television revenue, the Company has
modified its calculation of churn to exclude those customers who transfer their
service within an owned and operated Company franchise. The 1996 and 1995 churn
rates calculated on the old basis (ie to include in churn customers who
transfer) are as follows: annualized quarterly churn per line increased from
23.4% in the three month period ended September 30, 1995 to 25.0% in the three
month period ended September 30, 1996 and churn per line also increased from
21.4% in the twelve month period ended September 30, 1995 to 23.9% in the twelve
month period ended September 30, 1996.

The increase in business telephony revenue in the three and nine month periods
ended September 30, 1996 compared to the corresponding periods ended September
30, 1995 was primarily attributable to a 140% increase (from 23,229 to 55,684)
and a 147% increase (from 19,906 to 49,150) in the average number of business
telephony lines in the three and nine month periods, respectively, ended
September 30, 1996, which was partially offset by a decrease in the average
monthly revenue per business line, which decreased by 14% from (pound)59.50 in
the three month period ended September 30, 1995 to (pound)51.27 in the three
month period ended September 30, 1996, and decreased by 15% from (pound)62.97 in
the nine month period ended September 30, 1995 to (pound)53.79 in the nine month
period ended September 30, 1996. The decrease in the average monthly revenue per
line was attributable to price reductions in per minute call charges in response
to competition and increased sales of Centrex, a new business telecommunications
product, which has a lower average monthly revenue per line.

Other revenue increased by 49% and 70% in the three and nine month periods,
respectively, ended September 30, 1996 compared to the same periods in 1995, and
is derived primarily from management services provided to Affiliated Companies,
cable publications and network management services provided to other operators,
and advertising sales.

OPERATING COSTS AND EXPENSES

The Company's consolidated operating costs and expenses increased by 106% from
(pound)52.4 million in the three month period ended September 30, 1995 to
(pound)107.6 million in the three month period ended September 30, 1996 and
increased by 119% from (pound)144.4 million in the nine month period ended
September 30, 1995 to (pound)315.9 million in the nine month period ended
September 30, 1996.

Programming fees are the largest component of the Company's operating costs in
providing cable television services. The Company obtains most of its programming
under contracts which provide for payments based upon the number of customers.
As a percentage of cable television revenues, programming costs increased from
50% and 48% in the three month period and the nine month period ended September
30, 1995, respectively, to 56% and 55% for the corresponding periods in 1996, as
a result of programming fee increases, providing more channels such as European
Business News and the Sci-Fi Channel to customers in the basic cable television
package and the inclusion, in the results for 1996, of the former SBCC
franchises which have higher per channel programming costs.

As a percentage of telephony revenue, telephony operating costs decreased from
44% in the three month period ended September 30, 1995 and 38% in the nine month
period ended September 30, 1995 to 27%


                                       12

<PAGE>



in the three month period ended September 30, 1996 and 32% for the nine month
period ended September 30,1996. Interconnection charges are the largest
component of the Company's telephony operating costs in providing telephony
services. Interconnection charges for the periods ended September 30, 1996 were
reduced by credits relating to interconnection charges of earlier periods;
credits of such magnitude were not received in the corresponding periods ending
September 30, 1995.

Selling, general and administrative expenses, which include, among other items,
salary and marketing costs, decreased as a percentage of revenue from 76% and
81% in the three and nine month periods ended September 30, 1995 to 60% and 62%
for the corresponding periods in 1996. The decrease is due to reductions in
support costs as the Company capitalizes on the efficiency gains of its enlarged
operations which have been partially offset by higher customer acquisition costs
as the Company increases its marketing expenditure. The Company expects that its
selling, general and administrative expenses will remain significant as a
percentage of revenue until the Company completes construction of a substantial
proportion of its network at which time the significance of these costs as a
percentage of revenue will reduce. A portion of labour and overhead costs are
capitalised as they relate to the construction of the network. Total labour and
overhead costs capitalised in the three month period ended September 30, 1996
were (pound)9.7 million, compared to (pound)5.9 million in the three month
period ended September 30, 1995 and (pound)28.3 million in the nine month period
ended September 30, 1996, compared to (pound)15.6 million in the nine month
period ended September 30, 1995.

Depreciation expense increased 123% from (pound)13.2 million in the three month
period ended September 30, 1995 to (pound)29.4 million in the three month period
ended September 30, 1996 and by 131% from (pound)36.4 million in the nine month
period ended September 30, 1995 to (pound)84.1 million in the nine month period
ended September 30, 1996. This increase was principally attributable to capital
expenditure associated with the Company's continuing construction activities,
depreciation recorded by the former SBCC franchises, and a reduction in the
estimated useful lives of certain network assets. Amortization expense increased
from (pound)0.5 million in the three month period to September 30, 1995 to
(pound)6.6 million in the three month period to September 30, 1996 and from
(pound)1.6 million in the nine month period to September 30, 1995 to (pound)19.6
million in the nine month period ended September 30, 1996, primarily due to the
amortization of goodwill arising on the acquisition of SBCC.

OTHER INCOME (EXPENSE)

The Company's share of the net losses of its Affiliated Companies accounted for
under the equity method, principally Birmingham Cable Corporation Limited and
Cable London plc, was (pound)3.5 million and (pound)4.0 million for the three
month periods ended September 30, 1995 and 1996, respectively and (pound)9.2
million and (pound)11.4 million for the nine month periods ended September 30,
1995 and 1996, respectively.

For the three month periods ended September 30, 1995 and 1996, financial
expenses consist primarily of interest expense of (pound)26.0 million for the
three month period ended September 30, 1996 ((pound)1.7 million for the three
month period ended September 30, 1995), and foreign exchange losses of
(pound)7.6 million for the three month period ended September 30, 1996 (nil for
the three month period ended September 30, 1995) offset in part by interest
income earned on short-term investments and loans to Affiliated Companies of
(pound)2.9 million for the three month period ended September 30, 1996
((pound)1.4 million in the three month period ended September 30, 1995).

For the nine month periods ended September 30, 1995 and 1996, financial expenses
consist primarily of interest expense of (pound)78.3 million for the nine month
period ended September 30, 1996 ((pound)4.2 million for the nine month period
ended September 30, 1995), and foreign exchange losses of (pound)55.2 million
for the nine month period ended September 30, 1996 (nil for the nine month
period ended September 30, 1995) offset by interest income earned on short-term
investments and loans to Affiliated Companies of (pound)14.4 million for the
nine month period ended September 30, 1996 ((pound)7.5 million in the nine month
period ended September 30, 1995).

Interest expense increased by (pound)24.3 million in the three month period and
by (pound)74.1 million in the nine month period ended September 30, 1996
compared to the equivalent periods of the preceding year


                                       13

<PAGE>



primarily as a result of the accrued interest expense on the Senior Debentures
and the Senior Discount Debentures issued by the Company in October 1995. The
foreign exchange losses in the nine months ended September 30, 1996 arose
principally from the re-translation of the US dollar denominated debentures to
pounds sterling using the September 30, 1996 exchange rate and marking the
associated hedging instruments to their market value at September 30, 1996.



                                       14

<PAGE>



                         PART II ---- OTHER INFORMATION



ITEM 1 ----LEGAL PROCEEDINGS

None


ITEM 2 ---- CHANGES IN SECURITIES

None


ITEM 3 ---- DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4 ---- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


ITEM 5 ---- OTHER MATTERS

None


ITEM 6 ---- EXHIBITS AND REPORTS ON FORM 8-K

a.       Exhibits
         27 ---- Telewest Communications plc financial data schedule
         99 ---- Telewest Communications plc Press Release issued on
                  November 4, 1996 with respect to results of operations for the
                  nine month period ended September 30, 1996 (including 
                  unaudited consolidated financial statements prepared in 
                  accordance with UK GAAP).

b.       Reports on Form 8-K

         None









                                       15

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15 (d) 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.




                                         TELEWEST COMMUNICATIONS PLC

                                         By:  /S/  STEPHEN J. DAVIDSON

                                         Name: Stephen J. Davidson
                                         Title: Acting Chief Executive Officer
                                                (duly authorized signatory
                                                and principal financial officer)





November 14, 1996


                                       16

<PAGE>



                                    EXHIBITS


EXHIBIT

27---Telewest Communications plc Financial Data Schedule

99---Telewest Communications plc Press Release issued on November 4, 1996 with
     respect to results of operations for the nine month period ended September
     30, 1996 (including unaudited consolidated financial statements prepared in
     accordance with UK GAAP)



                                       17