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 March 31, 1997

                                      OR

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

             For the transition period from _________ to __________

                        Commission file number 0-26840

                         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 May 12, 1997, 927,567,600 ordinary shares of 10p each were outstanding.

<PAGE>

                       PART 1 ------ FINANCIAL INFORMATION

ITEM 1 ------ FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

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TELEWEST COMMUNICATIONS PLC
US GAAP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
------------------------------------------------------------------------------------------------------------------------------------

                                                                                  3 months           3 months          3 months
                                                                                     ended              ended             ended
                                                                                 March 31,          March 31,         March 31,
                                                                                      1997               1997              1996
                                                                                   (note 1)
<S>                                                                            <C>          <C>                <C>   
REVENUE
Cable television                                                               $    62,669  (pound)    38,101  (pound)   28,073
Telephony - residential                                                             65,256             39,674            27,975
Telephony - business                                                                15,275              9,287             7,178
Other ((pound)377 and(pound)407 in 1997 and 1996,
 respectively, from related parties)                                                 5,474              3,328             1,934
                                                                                -----------        -----------        ----------
                                                                                   148,674             90,390            65,160
                                                                                -----------        -----------        ----------

OPERATING COSTS AND EXPENSES

Programming                                                                        (38,156)           (23,198)          (15,294)
Telephony                                                                          (23,651)           (14,379)          (12,233)
Selling, general, and administrative (including 
 (pound)341 and (pound)710 in 1997
 and 1996, respectively,  to related parties)                                      (74,886)           (45,529)          (41,381)
Depreciation                                                                       (61,608)           (37,456)          (26,064)
Amortization of goodwill                                                           (10,846)            (6,594)           (6,445)
                                                                                -----------        -----------        ----------
                                                                                  (209,147)          (127,156)         (101,417)
                                                                                -----------        -----------        ----------


OPERATING LOSS                                                                     (60,473)           (36,766)          (36,257)


OTHER INCOME/(EXPENSE)

Interest income((pound)415 and(pound)432 in 1997 and 1996, respectively,
 from related parties)                                                               3,885              2,362             6,816
Interest expense                                                                   (49,860)           (30,314)          (23,986)
Foreign exchange losses, net                                                       (39,684)           (24,127)          (16,666)
Share of net losses of affiliates                                                   (8,188)            (4,978)           (3,557)
Gain on disposal of assets                                                             199                121                39
Minority interests in profits of consolidated subsidiaries, net                       (192)              (117)              (17)
                                                                                -----------        -----------        ----------
LOSS BEFORE INCOME TAXES                                                          (154,313)           (93,819)          (73,628)

Income tax expense                                                                    (105)               (64)              (19)
                                                                                -----------        -----------        ----------
NET LOSS                                                                      $   (154,418) (pound)   (93,883) (pound)  (73,647)
                                                                                ===========        ===========        ==========
LOSS PER ORDINARY SHARE (DOLLARS/POUNDS) (NOTE 6)                             $      (0.17) (pound)     (0.10) (pound)    (0.08)
                                                                                ===========        ===========        ==========

</TABLE>

See accompanying notes to the unaudited condensed consolidated financial
statements.



<PAGE>

<TABLE>
<CAPTION>
TELEWEST COMMUNICATIONS PLC
US GAAP
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT FOR NUMBER OF SHARES)

------------------------------------------------------------------------------------------------------------------------------------
                                                                                March 31,          March 31,         December 31,
                                                                                     1997               1997                 1996
                                                                                  (note 1)
ASSETS


<S>                                                                         <C>            <C>                <C>   
Cash and cash equivalents                                                   $     175,668  (pound)   106,802  (pound)      79,116
Trade receivables (net of allowance for doubtful accounts of
         (pound)6,292 and(pound)5,405)                                             65,098             39,578               29,305
Other  receivables                                                                 57,881             35,190               32,394
Prepaid expenses                                                                    8,209              4,991                5,168
Investments in affiliates, accounted for under the equity method, and
          related receivables                                                     116,738             70,974               69,420
Other investments, at cost                                                         42,967             26,123               25,666
Property and equipment (less accumulated depreciation of
          (pound)347,693 and(pound)308,240)                                     2,500,634          1,520,327            1,447,194
Goodwill (less accumulated amortization of(pound)44,501 and(pound)37,907)         797,228            484,696              491,290
Other assets (less accumulated amortization of(pound)5,362 and(pound)4,162)       102,307             62,200               62,387
                                                                              ------------        -----------        -------------
TOTAL ASSETS                                                                $   3,866,730  (pound) 2,350,881  (pound)   2,241,940
                                                                              ============        ===========        =============



LIABILITIES AND SHAREHOLDERS' EQUITY


Accounts payable                                                            $      59,404  (pound)    36,116  (pound)      46,855
Other liabilities                                                                 330,026            200,648              190,200
Debt                                                                            1,773,336          1,078,147              879,351
Capital lease obligations                                                          95,780             58,232               54,390
                                                                              ------------        -----------        -------------
TOTAL LIABILITIES                                                               2,258,546          1,373,143            1,170,796
                                                                              ------------        -----------        -------------
Minority interests                                                                    763                464                  347
                                                                              ------------        -----------        -------------

SHAREHOLDERS' EQUITY
Convertible preference shares, 10 pence par value;
          661,000,000 shares authorized, and
          496,066,708 shares issued and outstanding                                81,594             49,607               49,607
Ordinary shares, 10 pence par value;
          2,010,000,000 shares authorized, and
          927,567,600 shares issued and outstanding                               152,567             92,757               92,757
Additional paid-in capital                                                      2,192,333          1,332,887            1,332,887
Accumulated deficit                                                              (815,806)          (495,991)            (402,108)
                                                                              ------------        -----------        -------------
                                                                                1,610,688            979,260            1,073,143
Ordinary shares held in trust for the Telewest Restricted Share Scheme             (3,267)            (1,986)              (2,346)
                                                                              ------------        -----------        -------------
TOTAL SHAREHOLDERS' EQUITY                                                      1,607,421            977,274            1,070,797
                                                                              ------------        -----------        -------------

Commitments and contingencies (note 7)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $   3,866,730  (pound) 2,350,881  (pound)   2,241,940
                                                                              ============        ===========        =============


</TABLE>

See accompanying notes to the unaudited condensed consolidated financial
statements.



                                       2
<PAGE>

<TABLE>
<CAPTION>

TELEWEST COMMUNICATIONS PLC
US GAAP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)

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

                                                                         Three months            Three months           Three months
                                                                                ended                  ended                   ended
                                                                            March 31,              March 31,               March 31,
                                                                                 1997                   1997                    1996
                                                                              (note 1)

<S>                                                                    <C>               <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES

         Net loss                                                      $     (154,419)   (pound)    (93,883)   (pound)     (73,647)

         Adjustments to reconcile net loss to net cash 
             (used in)/provided by operating activities:
             Depreciation                                                      61,608                37,456                 26,064
             Amortization of goodwill                                          10,846                 6,594                  6,445
             Amortization of deferred financing costs and issue
                 discount on senior discount debentures                        30,060                18,276                 16,899
             Unrealized loss on foreign currency translation                   39,136                23,794                 16,666
             Share of losses of affiliates                                      8,188                 4,978                  3,557
             Gain on disposals of assets                                         (199)                 (121)                   (39)
             Minority interests in profits                                        192                   117                     17
         Changes in operating assets and liabilities, net of effect of
             acquisition of subsidiaries:
             Change in receivables                                            (19,002)              (11,553)                (5,812)
             Change in prepaid expenses                                           275                   167                   (237)
             Change in accounts payable                                       (24,728)              (15,034)                (6,406)
             Change in other liabilities                                       13,119                 7,976                 19,718
                                                                         -------------          ------------          -------------

NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES                           (34,924)              (21,233)                 3,225
                                                                         -------------          ------------          -------------


CASH FLOWS FROM INVESTING ACTIVITIES

         Cash paid for property and equipment                                (152,340)              (92,619)               (74,714)
         Cash paid for acquisition of subsidiaries                                  -                     -                (14,098)
         Additional investments in and loans to affiliates                    (13,989)               (8,505)                     -
         Proceeds from disposals of assets                                      1,643                   999                    559
                                                                         -------------          ------------          -------------
NET CASH USED IN INVESTING ACTIVITIES                                        (164,686)             (100,125)               (88,253)
                                                                         -------------          ------------          -------------

CASH FLOWS FROM FINANCING ACTIVITIES

         Proceeds from borrowings                                             246,720               150,000                      -
         Cash paid for debenture issue costs                                        -                     -                   (549)
         Capital element of finance lease repayments                           (1,678)               (1,020)                  (618)
                                                                         -------------          ------------          -------------
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES                           245,042               148,980                 (1,167)
                                                                         -------------          ------------          -------------


NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS                           45,432                27,622                (86,195)

         Effect of exchange rate changes on cash and                              105                    64                    877
             cash equivalents

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                              130,130                79,116                464,818
                                                                         -------------          ------------          -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                             $      175,667    (pound)    106,802    (pound)     379,500
                                                                         =============          ============          =============

</TABLE>



See accompanying notes to the unaudited condensed consolidated financial
statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>
TELEWEST COMMUNICATIONS PLC
US GAAP
UNAUDITED CONDENSED 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, 1996     (pound) 49,607 (pound)92,757  (pound)(2,346) (pound)1,332,887 (pound)(402,108) (POUND)1,070,797


Accrued employee compensation 
   relating to the Telewest
   Restricted Share Scheme                     -            -             360                -                -              360

Net loss for the period to
   March 31, 1997                              -            -               -                -          (93,883)         (93,883)
                                    --------------------------------------------------------------------------------------------
BALANCE AT  MARCH 31, 1997        (pound) 49,607 (pound)92,757  (pound)(1,986) (pound)1,332,887 (pound)(495,991) (POUND) 977,274
                                    ============================================================================================
</TABLE>

See accompanying notes to the unaudited condensed consolidated financial
statements.

                                       4



<PAGE>


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


1.    BASIS OF PREPARATION

      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.

      The economic environment in which the Company operates is the United
      Kingdom ("UK") and hence its reporting currency is Pounds Sterling
      ("(pound)"). Merely for convenience, the financial statements contain
      translations of certain pounds sterling amounts into US dollars at $1.6448
      per (pound)1.00, the Noon Buying Rate of the Federal Reserve Bank of New
      York on March 31, 1997. The presentation of the US Dollar amounts should
      not be construed as a representation that the Pounds Sterling amounts
      could be so converted into US Dollars at the rate indicated or at any
      other rate.

2.    RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS

      The condensed consolidated financial statements as of and for the periods
      ended March 31, 1996 and 1997 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 Company's Annual
      Report on Form 10-K for the year ended December 31, 1996 filed with the
      Securities and Exchange Commission (the "1996 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"). Such contracts are used to hedge against adverse changes
      in foreign currency exchange rates associated with certain obligations
      denominated in 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 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.

      Interest rate swap agreements which are used to manage interest rate risk
      on the Company's borrowings are accounted for using the accruals method.
      Net income or expense resulting from the differential between exchanging
      floating and fixed rate interest payments is recorded on an accruals
      basis.



                                      5

<PAGE>


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

4.    DEPRECIATION

      The Company regularly reviews the estimated useful lives of its property
      and equipment. In 1996, the estimated useful lives of cable and ducting
      and system electronics assets were reassessed and, with effect from
      January 1, 1996, were changed from 25-30 years and 10 years to 20 years
      and 8 years, respectively. The net book value of these assets is being
      written-off over their revised estimated remaining lives.

      The impact of the change in estimated useful lives of these assets for the
      year ended 31 December 1996 was to increase the depreciation charge for
      the year from (pound)110,233,000 to (pound)129,716,000. A large proportion
      of this increase in the depreciation charge was accounted for in the
      fourth quarter 1996, however, had the change been accounted for with
      effect from the beginning of the first quarter 1996, depreciation expense
      for the first quarter would have increased by (pound)2,100,000.

5.    CAPITALIZATION OF LABOR AND OVERHEADS

      The Company regularly reviews the estimates used in calculating the
      capitalizable labor and overhead costs which relate to the construction of
      its cable network. In 1996, the Company revised these estimates and the
      impact of this revision was to increase the capitalization of labor and
      overhead costs during the year from (pound)38,812,000 to
      (pound)54,019,000. The impact of the revision was accounted for entirely
      in the fourth quarter of 1996, however, had the revision been accounted
      for with effect from the first quarter 1996, selling, general, and
      administrative expenses for the first quarter would have decreased by
      (pound)3,400,000.

6.    LOSS PER ORDINARY SHARE

      Loss per ordinary share is based on the weighted average number of
      ordinary shares outstanding of 927,567,600 and 919,963,400 for the three
      month periods ended March 31, 1997 and 1996, respectively.

7.    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.


                                      6

<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 financial review contained in
the 1996 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 others 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
Birmingham Cable Corporation Limited, Cable London plc, and The Cable
Corporation Limited (together "the Affiliated Companies"), which are not
controlled by the Company.

SUMMARY OF OPERATIONS (THREE MONTH PERIODS ENDED MARCH 31, 1996 AND 1997)

The Company's consolidated revenue increased by (pound)25.2 million or 39% from
(pound)65.2 million in the first quarter 1996 to (pound)90.4 million in the
first quarter 1997 primarily due to the larger customer base created by the
Company's continuing network construction.

CABLE TELEVISION REVENUE

Cable television revenue increased by 36% from (pound)28.1 million in the first
quarter ended 1996 to (pound)38.1 million in the first quarter 1997. The
increase was primarily attributable to a 32% increase (from 404,403 to 533,648)
in the average number of customers in the first quarter 1997 compared to the
corresponding period in 1996. The increase in the average number of customers
results from primarily an increase in the number of homes passed and marketed
from 1,905,593 at March 31, 1996 to 2,439,377 at March 31, 1997.

Penetration decreased slightly from 22.6% as at December 31, 1996 to 22.2% as at
March 31, 1997 and from 21.9% as at December 31, 1995 to 21.6% as at March 31,
1996. Churn decreased from 38.7% in the first quarter 1996 to 34.3% in the first
quarter 1997 and from 38.0% in the twelve-month period ended March 31, 1996 to
32.6% in the twelve month period ended March 31, 1997.

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. For the purposes of
comparison, the churn rates above for the period ended March 31, 1996 have been
restated to exclude transfers.

Average monthly revenue per cable television customer increased by 2% from
(pound)23.12 in the first quarter 1996 to (pound)23.57 in the first quarter 1997
primarily due to a decrease in the first quarter 1997 in promotional discounts
offered by the Company.


                                      7

<PAGE>



TELEPHONY REVENUE

Telephony revenue increased by 39% from (pound)35.2 million in the first quarter
1996 to (pound)49.0 million in the first quarter 1997.

Residential telephony revenue increased by 42% from (pound)28.0 million in the
first quarter 1996 to (pound)39.7 million in the first quarter 1997. Business
telephony revenue increased by 29% from (pound)7.2 million in the first quarter
1996 to (pound)9.3 million in the first quarter 1997.

The increase in residential telephony revenue in the first quarter 1997 compared
to the first quarter 1996 was primarily due to a 45% increase (from 448,285 to
651,035) in the average number of residential lines, which was partially offset
by a 2% decrease in the average monthly revenue per residential line from
(pound)20.78 in the first quarter 1996 to (pound)20.31 in the first quarter
1997. The increase in the average number of residential lines results from
primarily an increase in the number of homes passed and marketed (from 1,742,632
at March 31, 1996 to 2,377,511 at March 31, 1997) and from increased
penetration. The decrease in the average monthly revenue per line was mainly
attributable to price 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 expects the
revenue impact of these reductions to be mitigated through higher line rentals,
increased call volumes, and sales of value added services such as call waiting
and voice messaging.

Residential telephony penetration increased from 27.5% at December 31, 1996 to
28.2% at March 31, 1997 and from 26.0% at December 31, 1995 to 26.7% at March
31, 1996. Churn per line decreased from 20.7% in the first quarter 1996 to 19.8%
in the first quarter 1997. Churn per line remained stable at 19.5% for both
twelve-month periods ended March 31, 1997 and March 31, 1996.

As set out above in the discussion of cable television revenue, the Company has
modified its calculation of churn to exclude from such calculation those
customers who transfer their service within an owned and operated Company
franchise. For the purposes of comparison, the churn rates above for the period
ended March 31, 1996 have been restated to exclude transfers.

The increase in business telephony revenue in the first quarter 1997 compared to
the first quarter 1996 was attributable to a 66% increase (from 42,575 to
70,871) in the average number of business telephony lines, which was partially
offset by a 22% decrease (from (pound)56.16 to (pound)43.68) in the average
monthly revenue per business line. The increase in the average number of
business telephony lines was attributable to a 27% increase in the number of
business premises passed and marketed (from 84,252 at March 31, 1996 to 107,491
at March 31, 1997) and to an increased focus on marketing services to larger
businesses which generally purchase more lines. The decrease in the average
monthly revenue per line was mainly attributable to price reductions in per
minute call charges and increased sales of Centrex, a new business
telecommunications product which provides more lines to customers but which has
a lower average monthly revenue per line.

Other revenue increased by 72% from (pound)1.9 million in the first quarter 1996
to (pound)3.3 million in the first quarter 1997, and is derived primarily from
management services provided to Affiliated Companies, internet sales, 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 (which include direct
costs of programming and interconnection; selling, general and administrative
expenses; depreciation expense and amortization expense) increased by 25% from
(pound)101.4 million in the first quarter 1996 to (pound)127.2 million in the
first quarter 1997.

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
54% in the first quarter 1996 to 61% in the first quarter 1997, principally as a
result of increases in programming costs for certain channels and an increase in
the number of channels included in the basic cable televsion package, with no
increase in the price charged to customers.



                                      8

<PAGE>



Interconnection charges are the largest component of the Company's telephony
operating costs in providing telephony services. As a percentage of telephony
revenue, telephony operating costs decreased from 35% in the first quarter 1996
to 29% in the first quarter ended 1997 as line rental income, which incurs no
third party cost, represented a larger proportion of total average revenue per
line in 1997 than in 1996. Interconnection charges in 1997 also were reduced by
the continuing reduction in interconnection charges by BT and by credits
relating to interconnection charges of earlier periods which have been
calculated based on revised estimates of prevailing interconnection charges in
the UK.

Selling, general and administrative expenses, which include, among other items,
salary and marketing costs, decreased as a percentage of revenue from 64% in the
first quarter 1996 to 50% for the corresponding period in 1997. The decrease is
largely due to reductions in support costs as the Company benefits from the
economies of scale resulting from its enlarged operations. The remainder of the
decrease is the result of revising, with effect from January 1, 1996, the
estimates used in calculating the proportion of labor and overhead costs which
is capitalized as a network asset. The impact of the revision was accounted for
entirely in the fourth quarter 1996, however, had the revision been accounted
for with effect from the beginning of the first quarter 1996, selling, general
and administrative expenses for the first quarter 1996 would have been reduced
by approximately (pound)3.4 million. Total labor and overhead costs capitalized
in the first quarter 1997 were (pound)19.5 million compared to (pound)9.1
million in the first quarter 1996. The Company expects that its selling, general
and administrative expenses will continue to decline as a percentage of revenue
as revenues increase and the efficiency gains of its fixed cost base are
increasingly exploited.

Depreciation expense increased 44% from (pound)26.1 million in the first quarter
1996 to (pound)37.5 million in the first quarter 1997. This increase was
attributable to capital expenditure associated with the Company's continuing
construction activities and, with effect from January 1, 1996, the revision of
the estimated useful lives of cable and ducting assets from 25 years to 20
years. The effect of this revision on depreciation expense was accounted for
entirely in the fourth quarter 1996, however, had the revision been accounted
for with effect from the beginning of the first quarter 1996, depreciation
expense for the first quarter 1996 would have increased by approximately
(pound)2.1 million.

Amortization expense increased slightly from (pound)6.4 million in the first
quarter 1996 to (pound)6.6 million in the first quarter 1997.

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, increased from (pound)3.6 million in the first quarter 1996 to
(pound)5.0 million for the first quarter 1997.

Financial expenses, net, consist primarily of interest expense of (pound)30.3
million ((pound)24.0 million in the first quarter 1996) and foreign exchange
losses of (pound)24.1 million in the first quarter 1997 ((pound)16.7 million in
the first quarter 1996) offset in part by interest income earned on short-term
investments and loans to Affiliated Companies of (pound)2.4 million ((pound)6.8
million in the first quarter 1996). Interest expense increased by (pound)6.3
million in the first quarter 1997 primarily as a result of the interest expense
relating to the Senior Secured Facility (as defined below) entered into in May
1996 and higher accrued interest expense on the Senior Discount Debentures (as
defined below) issued by the Company in October 1995. The foreign exchange
losses arise principally from the re-translation of the US Dollar denominated
debentures to Pounds Sterling using the March 31, 1997 exchange rate and marking
the associated hedging instruments to their market value at March 31, 1997. It
is the Company's policy to hedge non-Sterling denominated borrowings to reduce
or eliminate exchange rate exposure.




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
is being used to finance the capital expenditure, working capital requirements
and other permitted


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<PAGE>

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 South West 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, 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 tranche, 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 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 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 Senior Secured Facility is subject to,
among other things, its compliance with the financial and other covenants and
borrowing conditions contained therein. The failure to comply with such
covenants could result, in extremis, in all such amounts outstanding under the
facility becoming due and payable. As at March 31, 1997, the Company has drawn
down (pound)150 million and (pound)100 million under Tranche A and Tranche B,
respectively.

The Company (through a directly wholly owned subsidiary) entered into certain
delayed starting interest rate swap agreements in order to manage interest rate
risk on the Senior Secured Facility. The interest rate swaps convert floating
rate interest payable on drawdowns under the facility to fixed interest rate
payments in the range of 7.835% - 7.975%. The swap agreements, which commenced
in early 1997, have a five-year maturity and a notional principal amount which
adjusts upwards on a semi-annual basis to a maximum of (pound)750 million. As at
March 31, 1997, the aggregate notional principal amount of the swaps was
(pound)200 million.

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 and commenced on April 1, 1996.
Interest on the Senior Discount Debentures will be payable semi-annually
commencing on April 1, 2001. The proceeds of the issue were used by the Company
to fund general working capital, capital expenditures, additional investments in
Affiliated Companies to repay a credit facility entered into by a directly
wholly owned subsidiary and to purchase the currency hedge arrangements
described below.

The Company's principal hedge instruments are a combined foreign currency and
interest rate swap ("Foreign Currency Swap") and a foreign currency option. The
Foreign Currency Swap fully hedges against adverse exchange rate fluctuations on
the principal amount of the Senior Debentures and the associated interest
payments. The foreign currency option provides protection against exchange rate
fluctuations on the Senior Discount Debentures below a rate of $1.452:(pound)1,
and allows the Company to benefit from positive exchange rate movements. Both
hedging instruments provide protection up to October 1, 2000, the early
redemption date of the Senior Debentures and the Senior Discount Debentures.

The Company's results may be materially influenced by future exchange rate
movements, particularly in the US GAAP financial statements, due to the
requirement that the hedge instruments are marked to their market value at the
end of the financial period and the US Dollar denominated debentures are
re-translated to Pounds Sterling using the period end exchange rate.

The Company incurred a net cash outflow from operating activities of (pound)21.2
million in the first quarter 1997 compared with a net cash inflow of (pound)3.2
million in the first quarter 1996.

The Company incurred a net cash outflow from investing activities of (pound)88.3
million and (pound)100.1 million in the first quarter 1996 and 1997,
respectively. The Company's principal investing activities continue to be the
construction of the network and the provision of funding to the Affiliated
Companies. The Company


                                      10

<PAGE>



expects to continue to have significant capital requirements to fund the cost of
constructing the network for the foreseeable future.

Cash (used in)/provided by financing activities amounted to (pound)1.2 million
and (pound)149.0 million in the first quarter 1996 and 1997, respectively. Cash
(used in)/provided by financing activities principally related to debenture
issues costs outstanding from 1995 which were paid in the first quarter 1996 and
to the drawdown of (pound)150 million under the Senior Secured Facility in the
first quarter 1997.

At March 31, 1997, the construction of the Company's broadband network had
passed approximately 68% of the homes in its owned and operated franchise areas
as compared to 55% of homes in its owned and operated franchises at March 31,
1996. Total capital expenditure in the first quarter 1997 was (pound)111.5
million as compared with (pound)96.1 million in the first quarter 1996.

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.

Cash and deposit balances at March 31, 1997 were (pound)106.8 million.

The Company currently expects that the anticipated funding requirements (after
taking into account current cash and deposit balances and anticipated revenues)
required to substantially complete the construction of the owned and operated
network (including the recently acquired franchise of East Lothian), to fund the
Company's operations, to upgrade older portions of the network, and to pay
interest on the Company's debt will be provided by the Senior Secured Facility.
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 of cable services in the UK develops and
such opportunities may require additional funding. The Company has announced its
intention to develop an interfranchise network and to launch digital services
and in this context is evaluating the funding requirements and considering debt
financing opportunities.

ITEM 3 ----QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

                                      11

<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 INFORMATION

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 May 8, 1997
      with respect to results of operations for the three month period ended
      March 31, 1997 (including unaudited consolidated financial statements
      prepared in accordance with UK GAAP).

b.    Reports on Form 8-K

None


                                      12

<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.




                                          TELEWEST COMMUNICATIONS PLC


                                          By: /S/ CHARLES J BURDICK
                                              --------------------------------
                                          Name: Charles J Burdick
                                          Title: Chief Financial Officer
                                                (duly authorized signatory
                                                and principal financial officer)





May 15, 1997


                                      13

<PAGE>



                                   EXHIBITS


EXHIBIT

27  --- Telewest Communications plc Financial Data Schedule
99  --- Telewest Communications plc Press Release issued on May 8, 1997 with
        respect to results of operations for the three month period ended March
        31, 1997 (including unaudited consolidated financial statements prepared
        in accordance with UK GAAP)



                                      14