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

                                    FORM 10-Q
(Mark One)
(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended:
                                 MARCH 31, 2000
                                       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 33-83740

                      DIAMOND CABLE COMMUNICATIONS LIMITED
             (Exact name of registrant as specified in its charter)


       England and Wales                                           N/A
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                                                           Secretary
                                                       NTL Incorporated
                                                     110 East 59th Street
Diamond Plaza, Daleside Road                          New York, NY 10022
 Nottingham NG2 3GG, England                            (212) 906-8440
--------------------------------------------------------------------------------
  (Address of Registrant's                      (Name, address and telephone
principal executive offices)                     number of agent for service)
                           --------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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
            ---                                         ---
                           --------------------------

As of March 31, 2000, there were 59,138,851 shares of the Registrant's  Ordinary
Shares of 2.5 pence each  outstanding.  The  Registrant  is an indirect,  wholly
owned subsidiary of NTL Incorporated and there is no market for the Registrant's
shares.
<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

                                TABLE OF CONTENTS
                                                                           Page
                                                                          Number

PART I. FINANCIAL INFORMATION
------  ---------------------

        Item 1.  Financial Statements

                 Condensed Consolidated Balance Sheets as of
                 March 31, 2000 (Unaudited) and December 31, 1999..............2

                 Condensed Consolidated Statements of Operations
                 for the Three months ended March 31, 2000 and
                 1999 (Unaudited)..............................................3

                 Condensed Consolidated Statement of
                 Shareholder's Deficiency for the Three months
                 ended March 31, 2000 (Unaudited)..............................4

                 Condensed Consolidated Statements of Cash Flows for
                 the Three months ended March 31, 2000 and 1999
                 (Unaudited)...................................................5

                 Notes to the Condensed Consolidated
                 Financial Statements (Unaudited)..........................6 - 8

        Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations............9 - 10

        Item 3.  Quantitative and Qualitative Disclosures About
                 Market Risk..................................................11

PART II.OTHER INFORMATION
------- -----------------

        Item 6.  Exhibits and Reports on Form 8-K.............................11

        SIGNATURES............................................................12

<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

PART I    FINANCIAL INFORMATION
------    ---------------------

ITEM 1.   FINANCIAL STATEMENTS
-------   --------------------

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------

<TABLE>
<CAPTION>
                                                                                       March 31,           December 31,
                                                                                         2000                  1999
                                                                                   ----------------     -----------------
                                                                                      (Unaudited)           (See Note)
                                                                                   (in (UK Pound)000's, except share data)
<S>                                                                                <C>                   <C>
Assets
------

Current assets
    Cash and cash equivalents................................................      (UK Pound)66,418     (UK Pound)124,348
    Trade receivables - less allowance for doubtful accounts
       of (UK Pound)4,117 (2000) and (UK Pound)4,100 (1999)..................                15,683                14,050
    Due from affiliates......................................................                17,631                 2,387
    Other....................................................................                 3,013                 4,350
                                                                                   ----------------     -----------------
       Total current assets..................................................               102,745               145,135

Property and equipment - net ................................................               514,725               518,056
Deferred financing costs - net of accumulated amortization of
    (UK Pound)7,934 (2000) and (UK Pound)7,288 (1999)........................                17,218                17,864
Goodwill - net of accumulated amortization of (UK Pound)21,826 (2000) and
    (UK Pound)20,613 (1999)..................................................                75,134                76,347
Franchise costs - net of accumulated amortization of (UK Pound)254 (2000)
    and (UK Pound)248 (1999).................................................                   362                   368
                                                                                   ----------------     -----------------
Total assets.................................................................     (UK Pound)710,184     (UK Pound)757,770
                                                                                   ================     =================

Liabilities and shareholder's deficiency
----------------------------------------

Current liabilities
    Accounts payable.........................................................      (UK Pound)27,613      (UK Pound)31,158
    Accounts payable deposit.................................................                35,942                50,558
    Interest payable.........................................................                 3,300                14,060
    Current portion of long-term debt........................................                 2,718                 2,730
    Other....................................................................                16,805                15,681
                                                                                   ----------------     -----------------
       Total current liabilities.............................................                86,378               114,187

Long-term debt
    Notes payable............................................................               907,862               882,805
    Capital lease obligations................................................                 1,571                 2,129
    Mortgage loan............................................................                 2,185                 2,204
                                                                                   ----------------     -----------------
       Total long-term debt..................................................               911,618               887,138

Commitments and contingent liabilities

Shareholder's deficiency:
    Ordinary shares: 70,000,000 authorized; 59,138,851 issued and outstanding                 1,478                 1,478
    Additional paid-in-capital...............................................               134,466               134,466
    Accumulated deficit......................................................              (423,756)             (379,499)
                                                                                   ----------------     -----------------
       Total shareholder's deficiency........................................              (287,812)             (243,555)
                                                                                   ----------------     -----------------
Total liabilities and shareholder's deficiency...............................     (UK Pound)710,184     (UK Pound)757,770
                                                                                   ================     =================
<FN>

Note: The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date.

See accompanying notes.
</FN>
</TABLE>

                                       2
<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 -----------------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                              March 31,
                                                                                    2000                  1999
                                                                              ----------------       ----------------
                                                                                       (in (UK Pound)000's)
<S>                                                                           <C>                    <C>
Revenue.................................................................      (UK Pound)35,833       (UK Pound)27,303
                                                                              ----------------       ----------------

Costs and expenses
   Operating............................................................                12,351                  9,513
   Selling, general and administrative..................................                13,621                 11,023
   Depreciation and amortization........................................                19,187                 12,568
   Other expenses (Note 3)..............................................                     -                  8,533
                                                                              ----------------       ----------------
                                                                                        45,159                 41,637
                                                                              ----------------       ----------------

Operating loss..........................................................                (9,326)               (14,334)

Other income (expense)
   Interest income......................................................                 1,382                  2,361
   Interest expense and amortization of debt discount and expenses......               (26,057)               (23,445)
   Foreign exchange losses, net.........................................               (10,256)               (19,996)
                                                                              ----------------       ----------------

Net loss ...............................................................     (UK Pound)(44,257)     (UK Pound)(55,414)
                                                                              ================       ================
</TABLE>

See accompanying notes.

                                       3
<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
          CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S DEFICIENCY
          ------------------------------------------------------------
                                   (Unaudited)
                     (in (UK Pound)000's except share data)



<TABLE>
<CAPTION>
                                                                       Additional                                  Total
                                                                        Paid-in-           Accumulated          Shareholder's
                                            Ordinary Shares              capital              Deficit            Deficiency
                                      ----------------------------  -----------------   ------------------    ------------------

<S>                                  <C>           <C>              <C>                 <C>                   <C>
Balance at December 31, 1999......... 59,138,851   (UK Pound)1,478  (UK Pound)134,466   (UK Pound)(379,499)   (UK Pound)(243,555)
Net loss.............................          -                 -                  -              (44,257)              (44,257)
                                      ----------   ---------------  -----------------   ------------------    ------------------

Balance at March 31, 2000............ 59,138,851   (UK Pound)1,478  (UK Pound)134,466   (UK Pound)(423,756)   (UK Pound)(287,812)
                                      ==========   ===============  =================   ==================    ==================
</TABLE>



See accompanying notes.

                                       4
<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                              March 31,
                                                                                     2000                  1999
                                                                              -----------------     -----------------
                                                                                      (in (UK Pound)000's)
<S>                                                                          <C>                   <C>
Net cash (used in) provided by operating activities........................   (UK Pound)(42,762)    (UK Pound)128,628
                                                                              -----------------     -----------------

Investing activities
   Purchase of property and equipment......................................             (14,586)              (31,160)
   Proceeds from disposition of property and equipment.....................                   7                     -
                                                                              -----------------     -----------------

            Net cash used in investing activities..........................             (14,579)              (31,160)
                                                                              -----------------     -----------------

Financing activities
   Principal payments......................................................                 (20)                  (20)
   Capital lease payments..................................................                (569)                 (773)
                                                                              -----------------     -----------------

            Net cash used in financing activities..........................                (589)                 (793)
                                                                              -----------------     -----------------

Effect of exchange rate changes on cash and cash equivalents...............                   -                 1,968
                                                                              -----------------     -----------------

(Decrease) increase in cash and cash equivalents...........................             (57,930)               98,643

Cash and cash equivalents at beginning of period...........................             124,348               164,738
                                                                              -----------------     -----------------

Cash and cash equivalents at end of period.................................    (UK Pound)66,418     (UK Pound)263,381
                                                                              =================     =================

Supplemental disclosure of cash flow information
   Cash paid during the period for interest................................    (UK Pound)21,979       (UK Pound)9,936
</TABLE>

See accompanying notes.

                                       5
<PAGE>

                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation

     Diamond Cable Communications Limited (formerly Diamond Cable Communications
     Plc) (the  "Company") is a holding company which holds all of the shares of
     various  companies  which  operate  broadband  communications  networks for
     telephone,  cable  television  and Internet  services in the United Kingdom
     (the "UK"). The Company holds these shares through an intermediate  holding
     company, Diamond Holdings Limited (formerly Diamond Holdings Plc) ("Diamond
     Holdings").

     The accompanying  unaudited condensed  consolidated financial statements of
     the  Company  and its  subsidiaries  (the  "Group")  have been  prepared in
     accordance with U.S. generally accepted  accounting  principles for interim
     financial information and with the instructions to Form 10-Q and Rule 10-01
     of Regulation S-X. Accordingly,  they do not include all of the information
     and footnotes  required by generally  accepted  accounting  principles  for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair presentation have been included. Operating results for the three
     months ended March 31, 2000 are not  necessarily  indicative of the results
     that may be expected for the year ending  December  31,  2000.  For further
     information,  refer to the consolidated  financial statements and footnotes
     thereto  included in the Company's  Annual Report on Form 10-K for the year
     ended December 31, 1999.

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
     Instruments  and Hedging  Activities."  This statement,  which  establishes
     accounting and reporting  standards for derivatives and hedging activities,
     is required to be adopted by the Group effective  January 1, 2001. Upon the
     adoption of SFAS No. 133,  all  derivative  instruments  are required to be
     recognized  in the  statement  of  financial  position as either  assets or
     liabilities  and  measured at fair value.  The  Company is  evaluating  the
     impact  that the  adoption  of SFAS  No.  133  will  have on its  financial
     position and results of operations.

2.   Comprehensive loss

     Comprehensive  loss for the  three-month  periods  ended March 31, 2000 and
     1999 was (UK Pound)(44,257,000) and (UK Pound)(53,446,000), respectively.

3.   NTL Incorporated Acquisition

     On March 8, 1999,  the share  exchange  was  completed  whereby  all of the
     holders of the  Company's  ordinary and  deferred  shares  exchanged  their
     shares for newly issued  common stock of NTL  Incorporated  ("NTL").  Other
     expenses  of (UK  Pound)8.5  million in 1999  consist of costs  incurred in
     connection  with the  Share  Exchange  Agreement,  including  fees  paid to
     Goldman,  Sachs & Co.  and  Columbia  Management  for  their  role as joint
     financial   advisors  to  the  Company  in  examining   potential  business
     opportunities  and other  strategic  alternatives  leading  up to the share
     exchange.

4.   Joint Purchasing Alliance Agreement

     The Company and NTL entered into a Joint Purchasing Alliance Agreement (the
     "Alliance  Agreement") on March 5, 1999, pursuant to which the Company acts
     as purchasing agent on behalf of a number of subsidiaries of NTL. Under the
     terms of the Alliance  Agreement,  on March 8, 1999, the Company received a
     deposit of (UK Pound)137  million from various  subsidiaries  of NTL. Funds
     held by the  Company  under the  Alliance  Agreement  are  recorded  on the
     balance sheet as Cash and Cash Equivalents and Accounts Payable Deposit.

                                       6

<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)

5.   Property and Equipment

     Property and equipment consists of (in (UK Pound)000's):

<TABLE>
<CAPTION>
                                                                    March 31,              December 31,
                                                                      2000                     1999
                                                               -----------------        -----------------
                                                                  (Unaudited)
<S>                                                            <C>                      <C>
     Operating equipment..................................     (UK Pound)645,475      (UK Pound)624,013
     Other equipment......................................                25,140                 25,103
     Construction in progress.............................                 4,134                 11,153
                                                               -----------------      -----------------
                                                                         674,749                660,269
     Accumulated depreciation.............................              (160,024)              (142,213)
                                                               -----------------      -----------------
                                                               (UK Pound)514,725      (UK Pound)518,056
                                                               =================      =================
</TABLE>

6.   Notes Payable

     Notes payable consist of (in (UK Pound)000's):

<TABLE>
<CAPTION>
                                                                   March 31,              December 31,
                                                                      2000                    1999
                                                               -----------------      -----------------
                                                                  (Unaudited)

<S>                                                           <C>                    <C>
     13 1/4% Senior Discount Notes........................     (UK Pound)179,061      (UK Pound)176,533
     11 3/4% Senior Discount Notes........................               307,683                294,724
     10 3/4% Senior Discount Notes........................               217,094                208,498
     10% Senior Sterling Notes............................               135,000                135,000
     9 1/8% Senior Notes..................................                69,024                 68,050
                                                               -----------------      -----------------
                                                               (UK Pound)907,862      (UK Pound)882,805
                                                               =================      =================
</TABLE>

7.   Related Party Transactions

     Since the  acquisition of the Company by NTL in March 1999, a subsidiary of
     NTL has been providing management,  financial, legal and technical services
     to the Group.  Beginning  in the fourth  quarter of 1999,  this  subsidiary
     began  charging the Group for these  services  using an allocation  formula
     based on  customers.  The Group was charged (UK  Pound)3.2  million for the
     three months ended March 31,  2000,  which is included in selling,  general
     and administrative  expenses and in the due from affiliates  balance. It is
     not  practicable  to determine the amount of these expenses that would have
     been  incurred had the Group  operated as an  unaffiliated  entity.  In the
     opinion of management of the Group, the allocation method is reasonable.

                                       7
<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
                                   (Unaudited)

8.   Summarized Financial Information about Diamond Holdings Limited

     On February 6, 1998, Diamond Holdings , a subsidiary of the Company, issued
     (UK Pound)135,000,000 principal amount of its 10% Senior Notes due February
     1, 2008 and  $110,000,000  principal  amount of its 9 1/8% Senior Notes due
     February 1, 2008  (together,  the "1998  Notes").  The 1998 Notes have been
     fully  and  unconditionally  guaranteed  by the  Company  as to  principal,
     interest and other amounts due. The  following  table  presents  summarized
     consolidated  financial  information for Diamond Holdings as of and for the
     three months ended March 31, 2000. This summarized financial information is
     being  provided  pursuant  to  Section  G of  Topic 1 of  Staff  Accounting
     Bulletin No. 53, "Financial Statement Requirements in Filings Involving the
     Guarantee of Securities by a Parent."

<TABLE>
<CAPTION>
                                                                       Three months
                                                                           ended                   Year ended
                                                                         March 31,                December 31,
                                                                            2000                      1999
                                                                      -----------------       ------------------
                                                                                 (in (UK Pound)000's)
<S>                                                                    <C>                     <C>
     Summarized Consolidated Results of Operations Information
     Revenue.....................................................      (UK Pound)35,833        (UK Pound)119,476
                                                                      =================       ==================

     Operating costs and expenses................................      (UK Pound)45,151        (UK Pound)141,666
                                                                      =================       ==================

     Net loss....................................................     (UK Pound)(45,874)      (UK Pound)(132,380)
                                                                      =================       ==================

                                                                         March 31,                 December 31,
                                                                            2000                      1999
                                                                     -----------------         -----------------
                                                                                 (in (UK Pound)000's)
     Summarized Consolidated Balance Sheet Information
     Current assets..............................................     (UK Pound)89,470          (UK Pound)17,878
     Fixed and noncurrent assets.................................              595,638                   600,361
                                                                     -----------------         -----------------
     Total assets................................................    (UK Pound)685,108         (UK Pound)618,239
                                                                     ==================        =================

     Current liabilities.........................................     (UK Pound)40,376          (UK Pound)54,768
     Noncurrent liabilities......................................            1,018,611                   891,476
     Shareholder's deficiency....................................             (373,879)                 (328,005)
                                                                     -----------------         -----------------
     Total liabilities and shareholder's deficiency..............    (UK Pound)685,108         (UK Pound)618,239
                                                                     ==================        =================
</TABLE>


                                        8
<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

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

Overview
--------

Diamond Cable Communications Limited (formerly Diamond Cable Communications Plc)
(the  "Company")  is a holding  company which holds all of the shares of various
companies which operate broadband  communications networks for telephone,  cable
television and Internet  services in the United Kingdom (the "UK").  The Company
holds these shares through an intermediate  holding  company,  Diamond  Holdings
Limited  (formerly  Diamond  Holdings Plc) ("Diamond  Holdings").  Except as the
context may otherwise require references to the "Group" refer to the Company and
its subsidiaries.

Liquidity and Capital Resources
-------------------------------

The Company issued senior  discount notes in September  1994,  December 1995 and
February 1997  (collectively,  the "Discount Notes").  In February 1998, Diamond
Holdings  issued two new series of notes (the "1998 Notes").  The 1998 Notes are
guaranteed  by the Company as to payment of  principal,  interest  and any other
amounts  due. In  connection  with the  issuance  of the 1998  Notes,  the Group
terminated its existing bank facility.

The further development and construction of the Group's broadband communications
network  will  require  substantial  capital  investment.  The  Group  currently
estimates that the additional capital expenditures and debt service requirements
of the Group,  net of cash from operations  from April 1, 2000 through  December
31,  2000  will  be  approximately   (UK  Pound)23.0   million.   These  capital
expenditures  could vary  significantly  depending on, among other  things,  the
number of  customers  actually  connected to the network,  the  availability  of
construction   resources,   the  impact  of  competition  from  other  cable  or
telecommunications  operators or television delivery platforms,  and the pace of
the Group's  construction  program.  The Group expects to use the (UK Pound)30.5
million cash and cash  equivalents  on hand,  which  excludes the (UK Pound)35.9
million held on behalf of affiliates  pursuant to the Joint Purchasing  Alliance
Agreement, to meet its cash requirements.

To the extent that the amounts  required  for  capital  expenditures  exceed the
estimates,  or the Group's cash flow does not meet  expectations,  the amount of
cash requirements  will increase.  There can be no assurance that debt or equity
financing, if necessary, will be available to the Group on acceptable commercial
terms or at all.

Condensed Consolidated Statements of Cash Flows
-----------------------------------------------

Net cash (used in) provided by operating activities amounted to (UK Pound)(42.8)
million and (UK  Pound)128.6  million for the three  months ended March 31, 2000
and 1999,  respectively.  During the three months ended March 31, 2000, net cash
(used in)  operating  activities  includes  cash  used for the Joint  Purchasing
Alliance Agreement of (UK Pound)(14.6)  million compared to cash provided of (UK
Pound)116.6 million in the prior period, non-cash foreign exchange losses of (UK
Pound)10.7  million  compared to losses of (UK  Pound)19.9  million in the prior
period,  and accretion on the Discount Notes of (UK Pound)14.3  million compared
to (UK  Pound)17.8  million in the prior period.  The remainder of the change is
primarily  due to  changes  in  working  capital  as a result  of the  timing of
receipts and disbursements.

Net cash used in investing activities amounted to (UK Pound)14.6 million and (UK
Pound)31.2  million  for the  three  months  ended  March  31,  2000  and  1999,
respectively, primarily for continuing fixed asset purchases.

Net cash used in  financing  activities  amounted to (UK  Pound)589,000  and (UK
Pound)793,000 for the three months ended March 31, 2000 and 1999,  respectively,
for capital lease payments and mortgage principal payments.

Results of Operations for the Three Months Ended March 31, 2000 and 1999
------------------------------------------------------------------------

Revenue for the three  months  ended March 31, 2000 and 1999 was (UK  Pound)35.8
million and (UK Pound)27.3  million,  respectively,  representing an increase of
(UK Pound)8.5 million. This growth is primarily attributable to increases in the
number of telephone

                                       9

<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

lines  and  cable  television  customers,  together  with the  provision  of new
services. These trends are expected to continue for the foreseeable future.

Operating  costs for the three  months  ended  March 31,  2000 and 1999 were (UK
Pound)12.4  million and (UK Pound)9.5  million,  respectively,  representing  an
increase of (UK Pound)2.8 million.  This increase is predominantly  attributable
to  increases  in  interconnection  costs and  programming  costs as a result of
growth in telephone lines and cable television customers.

Selling,  general and  administrative  expenses for the three months ended March
31,  2000 and 1999  were (UK  Pound)13.6  million  and (UK  Pound)11.0  million,
respectively,  representing an increase of (UK Pound)2.6  million.  Beginning in
the fourth  quarter of 1999,  a subsidiary  of NTL began  charging the Group for
management,  financial,  legal and technical  services it provides to the Group.
This charge was (UK Pound)3.2  million in the three months ended March 31, 2000.
As a percentage of total revenues however,  selling,  general and administrative
expenses decreased to 38.0% for the three months ended March 31, 2000 from 40.4%
in the comparable period in 1999.

Depreciation and amortization  expense for the three months ended March 31, 2000
and 1999 was (UK Pound)19.2  million and (UK Pound)12.6  million,  respectively,
representing   an  increase  of  (UK  Pound)6.6   million.   This  increase  was
attributable  to the  increasing  cost of the  Group's  network  and the related
additional depreciation.

Other  expenses of (UK  Pound)8.5  million for the three  months ended March 31,
1999 relate to costs incurred in connection  with the Share Exchange  Agreement,
including fees paid to financial advisors to the Group.

Interest  expense and  amortization  of debt discount and expenses for the three
months  ended  March  31,  2000  and  1999 was (UK  Pound)26.1  million  and (UK
Pound)23.4  million,  respectively,  representing  an increase of (UK  Pound)2.6
million.  For the three months ended March 31, 2000,  interest  expense includes
the accretion of the discount on the Discount notes of (UK  Pound)14.3  million,
interest on the 1994 and 1998 Notes of (UK Pound)10.9  million,  amortization of
debt financing  costs of (UK  Pound)600,000  and other  interest  expense of (UK
Pound)300,000.  For the three  months  ended March 31,  1999,  interest  expense
includes the accretion of the discount on the Discount  notes of (UK  Pound)17.8
million,  interest on the 1998 Notes of (UK Pound)4.9  million,  amortization of
debt financing  costs of (UK  Pound)600,000  and other  interest  expense of (UK
Pound)100,000.

A substantial  portion of the Group's  existing debt obligations are denominated
in U.S.  dollars,  while the Group's  revenues and expenses  are  generated  and
stated in UK pounds  sterling.  During the three months ended March 31, 2000 and
1999, the Group recorded net foreign  exchange losses of (UK Pound)10.3  million
and (UK Pound)20.0 million, respectively, primarily due to the unrealized losses
on translation of its Discount Notes and 1998 Notes. Changes in foreign currency
exchange  rates may affect the  Group's  ability  to  satisfy  its  obligations,
including obligations under outstanding debt instruments, as they become due.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
--------------------------------------------------------------------------------

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

                                       10
<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
-------   ---------------------------------------------------------

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

PART II.  OTHER INFORMATION
--------  -----------------

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

     (a)  Exhibits:

          27   Financial Data Schedule.

     (b)  Reports on Form 8-K:

          No reports on Form 8-K were filed by the  Company  during the  quarter
          ended March 31, 2000.


                                       11
<PAGE>
                      DIAMOND CABLE COMMUNICATIONS LIMITED
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

                                   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.

                                       DIAMOND CABLE COMMUNICATIONS LIMITED
                                       --------------------------------------



Date: May 11, 2000                     By:  /s/ Leigh C. Wood
                                            ---------------------------------
                                            Leigh C. Wood
                                            Chairman of the Board and Director
                                            (Principal Executive Officer)

Date: May 11, 2000                     By:  /s/ David Kelham
                                            ---------------------------------
                                            David Kelham
                                            Director (Principal Financial and
                                            Accounting Officer)







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