##### Table of Contents



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:
|--- |  | -----------------------------------------------------------------------------------------------------------------------

JUNE 30, 2003

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.)

NTL House, Bartley Wood Business Park, Hook,
Hampshire, RG27 9UP, England
011 44 1256 752000




(Address, including zip code, and telephone number, including area code,
of Registrants principal executive offices)




|                                          |  | 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 former principal |  | (Former name, address and             
|executive offices)                        |  | telephone 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 [  ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [  ]    No [x]



---

As of June 30, 2003, there were 59,138,852 shares of the Registrants Ordinary
Shares of 2.5 pence each outstanding. The Registrant is a wholly owned
subsidiary of NTL Incorporated and there is no market for the Registrants
shares.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [x]     No [  ]





---

TABLE OF CONTENTS



|                             |                                                                                               |                                                                       |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                             |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                                
|                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                      
|                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (DEFICIENCY)
|                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                      
|                             |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                 
|                             | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                             | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                             | ITEM 4. CONTROLS AND PROCEDURES                                                              
|                             |                                                                                               | RISK FACTORS                                                         
|PART II. OTHER INFORMATION  
|                             | ITEM 5. OTHER INFORMATION                                                                    
|                             | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                  
|CERTIFICATION OF CEO AND CFO
|CERTIFICATION OF CEO AND CFO



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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

INDEX

|                              |                                                                                               |                                                                                                                                       |    |        |   | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- | -- | ------ | - | 
|                              |                                                                                               |                                                                                                                                       |    | Page  
|                              |                                                                                               |                                                                                                                                       |    | Number
|                              |                                                                                               |                                                                                                                                       |    |       
|PART I. FINANCIAL INFORMATION |                                                                                               |                                                                                                                                       |    |       
|                              | Item 1. Financial Statements                                                                  |                                                                                                                                       |    |        |  
|                              |                                                                                               | Condensed Consolidated Balance Sheets as of June 30, 2003
(Unaudited) and December 31, 2002                                           |    |        | 1 | 
|                              |                                                                                               | Condensed Consolidated Statements of Operations for Three and
Six Months Ended June 30, 2003 and 2002 and January 1, 2003
(Unaudited) |    |        | 2 | 
|                              |                                                                                               | Condensed Consolidated Statement of Shareholders Equity
(Deficiency) for the Six Months Ended June 30, 2003
(Unaudited)              |    |        | 3 | 
|                              |                                                                                               | Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2003 and 2002 and January 1, 2003
(Unaudited)       |    |        | 4 | 
|                              |                                                                                               | Notes to the Condensed Consolidated Financial Statements
(Unaudited)                                                                  |    |        | 5 | 
|                              | Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                                                                                                       |    | 19     |  
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                                       |    | 27     |  
|                              | Item 4. Controls and Procedures                                                               |                                                                                                                                       |    | 28     |  
|                              | Risk Factors                                                                                  |                                                                                                                                       |    | 29     |  
|PART II. OTHER INFORMATION    |                                                                                               |                                                                                                                                       |    |       
|                              | Item 5. Other Information                                                                     |                                                                                                                                       |    | 36     |  
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                       |    | 36     |  
|SIGNATURES                    |                                                                                               |                                                                                                                                       | 36 |       





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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




CONDENSED CONSOLIDATED BALANCE SHEETS
(in £000s)

|                                                                                                                     |                                                                                              |                                         |         |             |         |              |          |          |   | 
|-------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------- | --------------------------------------- | ------- | ----------- | ------- | ------------ | -------- | -------- | - | 
|                                                                                                                     |                                                                                              |                                         |         | June 30,    |         | December 31,
|                                                                                                                     |                                                                                              |                                         |         | 2003        |         | 2002        
|                                                                                                                     |                                                                                              |                                         |         |             |         |             
|                                                                                                                     |                                                                                              |                                         |         | Reorganized |         | Predecessor 
|                                                                                                                     |                                                                                              |                                         |         | company     |         | company     
|                                                                                                                     |                                                                                              |                                         |         |             |         |             
|                                                                                                                     |                                                                                              |                                         |         | (Unaudited) |         | (See Note)  
|Assets                                                                                                               |                                                                                              |                                         |         |             |         |              |         
|Current assets                                                                                                       |                                                                                              |                                         |         |             |         |              |         
|                                                                                                                     | Cash and cash equivalents                                                                    |                                         | £       | 124         |         | £            | 12,168   |         
|                                                                                                                     | Accounts receivable, less allowance for doubtful accounts
of £1,607 (2003) and £2,847 (2002) |                                         |         | 17,530      |         |              | 15,952   |         
|                                                                                                                     | Other current assets                                                                         |                                         |         | 291         |         |              | 498      |         
|                                                                                                                     |                                                                                              |                                         |         |             |         |              |          |         
|                                                                                                                     |                                                                                              | Total current assets                    |         |             | 17,945  |              |          | 28,618   |  
|Fixed assets, net                                                                                                    |                                                                                              |                                         | 357,669 |             |         | 486,142      |         
|Deferred financing costs, net of accumulated amortization
of £522 (2003) and £15,468 (2002)                          |                                                                                              |                                         | 3,170   |             |         | 9,684        |         
|Goodwill                                                                                                             |                                                                                              |                                         |        |             |         | 66,647       |         
|Franchise costs                                                                                                      |                                                                                              |                                         |        |             |         | 316          |         
|Customer list, net of accumulated amortization of £6,280 (2003)                                                      |                                                                                              |                                         | 60,281  |             |         |             |         
|Reorganization value in excess of amounts allocable to
identifiable assets                                           |                                                                                              |                                         | 79,262  |             |         |             |         
|                                                                                                                     |                                                                                              |                                         |         |             |         |              |          |         
|Total assets                                                                                                         |                                                                                              | £                                       | 518,327 |             | £       | 591,407      |         
|                                                                                                                     |                                                                                              |                                         |         |             |         |              |         
|Liabilities and shareholders equity (deficiency)                                                                    |                                                                                              |                                         |         |             |         |              |         
|Current liabilities                                                                                                  |                                                                                              |                                         |         |             |         |              |         
|                                                                                                                     | Accounts payable and accrued expenses                                                        |                                         | £       | 9,427       |         | £            | 10,542   |         
|                                                                                                                     | Interest payable                                                                             |                                         |         | 8,153       |         |              |         |         
|                                                                                                                     | Deferred revenue                                                                             |                                         |         | 5,276       |         |              | 4,525    |         
|                                                                                                                     | Due to affiliates                                                                            |                                         |         | 18,626      |         |              | 30,655   |         
|                                                                                                                     | Current portion of long-term debt                                                            |                                         |         | 252         |         |              | 1,960    |         
|                                                                                                                     |                                                                                              |                                         |         |             |         |              |          |         
|                                                                                                                     |                                                                                              | Total current liabilities               |         |             | 41,734  |              |          | 47,682   |  
|Liabilities subject to compromise                                                                                    |                                                                                              |                                         |        |             |         | 1,029,422    |         
|Long-term debt, less current portion                                                                                 |                                                                                              |                                         | 160,758 |             |         |             |         
|Loan from affiliates                                                                                                 |                                                                                              |                                         | 10,000  |             |         |             |         
|Deferred income taxes                                                                                                |                                                                                              |                                         | 921     |             |         | 921          |         
|Commitments and contingent liabilities                                                                               |                                                                                              |                                         |         |             |         |              |         
|Shareholders equity (deficiency)                                                                                    |                                                                                              |                                         |         |             |         |              |         
|Ordinary shares of 2.5p each: 150,000,060 authorized;
59,138,852 (2003) and 59,138,851 (2002) issued and outstanding |                                                                                              |                                         | 1,478   |             |         | 1,478        |         
|                                                                                                                     | Additional paid-in capital                                                                   |                                         |         | 350,288     |         |              | 317,506  |         
|                                                                                                                     | Accumulated deficit                                                                          |                                         |         | (46,852     | )       |              | (805,602 | )       
|                                                                                                                     |                                                                                              |                                         |         |             |         |              |          |         
|                                                                                                                     |                                                                                              | Total shareholders equity (deficiency) |         |             | 304,914 |              |          | (486,618 | )
|                                                                                                                     |                                                                                              |                                         |         |             |         |              |         
|Total liabilities and shareholders equity (deficiency)                                                              |                                                                                              | £                                       | 518,327 |             | £       | 591,407      |         
|                                                                                                                     |                                                                                              |                                         |         |             |         |              |         

Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date.

See accompanying notes.

1



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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in £000s)

|                       |                                                                 |    |                    |         |                  |         |             |   |             |          |         |    |          |         |   |  | 
|---------------------- | --------------------------------------------------------------- | -- | ------------------ | ------- | ---------------- | ------- | ----------- | - | ----------- | -------- | ------- | -- | -------- | ------- | - |  | 
|                       |                                                                 |    | Three months ended |         | Six months ended
|                       |                                                                 |    | June 30,           |         | June 30,        
|                       |                                                                 |    |                    |         |                 
|                       |                                                                 |    | 2003               |         | 2002             |         | 2003        |   | 2002       
|                       |                                                                 |    |                    |         |                  |         |             |   |            
|                       |                                                                 |    | Reorganized        |         | Predecessor      |         | Reorganized |   | Predecessor
|                       |                                                                 |    | company            | company |                  | company | company    
|                       |                                                                 |    |                    |         |                  |         |            
|Revenue                |                                                                 | £  | 46,265             |         | £                | 43,666  |             |   | £           | 91,455   |         | £  | 90,196   |        
|                       |                                                                 |    |                    |         |                  |         |             |   |             |          |         |    |          |        
|Costs and expenses     |                                                                 |    |                    |         |                  |         |             |   |             |          |         |    |          |        
|                       | Operating costs (exclusive of depreciation
shown below)         |    |                    | (20,423 | )                |         | (22,203     | ) |             |          | (41,137 | )  |          | (44,936 | )
|                       | Selling, general and administrative
expenses                    |    |                    | (14,814 | )                |         | (13,566     | ) |             |          | (29,005 | )  |          | (28,389 | )
|                       | Other charges                                                   |    |                    | (647    | )                |         | (23         | ) |             |          | (778    | )  |          | (30     | )
|                       | Depreciation                                                    |    |                    | (11,573 | )                |         | (15,385     | ) |             |          | (22,846 | )  |          | (31,065 | )
|                       | Amortization                                                    |    |                    | (3,140  | )                |         |            |   |             |          | (6,280  | )  |          |        |  
|                       |                                                                 |    |                    |         |                  |         |             |   |             |          |         |    |          |        
|                       |                                                                 |    | (50,597            | )       |                  | (51,177 | )           |   |             | (100,046 | )       |    | (104,420 | )      
|                       |                                                                 |    |                    |         |                  |         |             |   |             |          |         |    |          |        
|Operating loss         |                                                                 |    | (4,332             | )       |                  | (7,511  | )           |   |             | (8,591   | )       |    | (14,224  | )      
|Other income (expense) |                                                                 |    |                    |         |                  |         |             |   |             |          |         |    |          |        
|                       | Interest expense and amortization of
debt discount and expenses |    |                    | (7,453  | )                |         | (16,681     | ) |             |          | (14,956 | )  |          | (47,978 | )
|                       | Interest expense to affiliate                                   |    |                    | (198    | )                |         |            |   |             |          | (29,479 | )  |          |        |  
|                       | Interest income                                                 |    |                    | 15      |                  |         | 86          |   |             |          | 65      |    |          | 181     |  
|                       | Exchange gains                                                  |    |                    | 2,323   |                  |         | 64,336      |   |             |          | 6,109   |    |          | 43,397  |  
|                       |                                                                 |    |                    |         |                  |         |             |   |             |          |         |    |          |        
|                       |                                                                 |    | (5,313             | )       |                  | 47,741  |             |   |             | (38,261  | )       |    | (4,400   | )      
|                       |                                                                 |    |                    |         |                  |         |             |   |             |          |         |    |          |        
|Net (loss) income      |                                                                 | (£ | 9,645              | )       | £                | 40,230  |             |   | (£          | 46,852   | )       | (£ | 18,624   | )      
|                       |                                                                 |    |                    |         |                  |         |             |   |             |          |         |    |          |        
|                      

|                                         |  |             |          |  
|---------------------------------------- |  | ----------- | -------- | -
|                                         |  | January 1, 
|                                         |  | 2003       
|                                         |  |            
|                                         |  | Predecessor
|                                         |  | company    
|                                         |  |            
|Interest expense to affiliate            |  | (£          | 59,850   | )
|Fresh-start adoption - intangible assets |  |             | 78,860   |  
|Fresh-start adoption - long-term debt    |  |             | 723,533  |  
|Fresh-start adoption - fixed assets      |  |             | (113,965 | )
|                                         |  |             |          |  
|Net income                               |  | £           | 628,578  |  
|                                         |  |             |          |  

See accompanying notes.

2



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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (DEFICIENCY)
(Unaudited)
(in £000s except number of shares)

|                             |  |          |            |     |  |         |       |         |  |            |          |             |  |         |         |   |  |    |         |   |  |    |         |  
|---------------------------- |  | -------- | ---------- | --- |  | ------- | ----- | ------- |  | ---------- | -------- | ----------- |  | ------- | ------- | - |  | -- | ------- | - |  | -- | ------- | -
|                             |  |          |            |     |  |         |       |         |  |            |          |             |  | Compre- |         |   |  |    |         |   |  |   
|                             |  |          |            |     |  |         |       |         |  | Additional |          | hensive     |  |         |         |   |  |    |         |  
|                             |  | Ordinary |            |     |  |         |       | paid-in |  | income     |          | Accumulated |  |         |         |  
|                             |  | shares   |            | Par |  | capital |       | (loss)  |  | deficit    |          | Total      
|                             |  |          |            |     |  |         |       |         |  |            |          |            
|Predecessor company          |  |          |            |     |  |         |       |         |  |            |          |             |  |         |         |   |  |    |         |   |  |    |         |  
|Balance at December 31, 2002 |  |          | 59,138,851 |     |  | £       | 1,478 |         |  | £          | 317,506  |             |  |         |         |   |  | (£ | 805,602 | ) |  | (£ | 486,618 | )
|Net income                   |  |          |            |     |  |         |       |         |  |            |          |             |  | £       | 628,578 |   |  |    | 628,578 |   |  |    | 628,578 |  
|                             |  |          |            |     |  |         |       |         |  |            |          |             |  |         |         |   |  |    |         |   |  |    |         |  
|Exit transactions            |  |          | 1          |     |  |         |      |         |  |            | 14,380   |             |  |         |         |   |  |    |        |   |  |    | 14,380  |  
|Fresh start adjustment       |  |          |           |     |  |         |      |         |  |            | (177,024 | )           |  |         |         |   |  |    | 177,024 |   |  |    |        |  
|                             |  |          |            |     |  |         |       |         |  |            |          |             |  |         |         |   |  |    |         |   |  |    |         |  
|Reorganized company          |  |          |            |     |  |         |       |         |  |            |          |             |  |         |         |   |  |    |         |   |  |    |         |  
|Balance at January 1, 2003   |  |          | 59,138,852 |     |  |         | 1,478 |         |  |            | 154,862  |             |  |         |         |   |  |    |        |   |  |    | 156,340 |  
|Release of debt obligations  |  |          |           |     |  |         |      |         |  |            | 195,426  |             |  |         |         |   |  |    |        |   |  |    | 195,426 |  
|Net loss                     |  |          |            |     |  |         |       |         |  |            |          |             |  | £       | (46,852 | ) |  |    | (46,852 | ) |  |    | (46,852 | )
|                             |  |          |            |     |  |         |       |         |  |            |          |             |  |         |         |   |  |    |         |   |  |    |         |  
|Balance at June 30, 2003     |  |          | 59,138,852 |     |  | £       | 1,478 |         |  | £          | 350,288  |             |  |         |         |   |  | (£ | 46,852  | ) |  | £  | 304,914 |  
|                             |  |          |            |     |  |         |       |         |  |            |          |             |  |         |         |   |  |    |         |   |  |    |         |  

See accompanying notes.

3



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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (in £000s)

|                                                    |                                          |                                           |         |                  |        |             |         |         |   | 
|--------------------------------------------------- | ---------------------------------------- | ----------------------------------------- | ------- | ---------------- | ------ | ----------- | ------- | ------- | - | 
|                                                    |                                          |                                           |         | Six months ended
|                                                    |                                          |                                           |         | June 30,        
|                                                    |                                          |                                           |         |                 
|                                                    |                                          |                                           |         | 2003             |        | 2002       
|                                                    |                                          |                                           |         |                  |        |            
|                                                    |                                          |                                           |         | Reorganized      |        | Predecessor
|                                                    |                                          |                                           |         | company          |        | company    
|                                                    |                                          |                                           |         |                  |        |            
|Net cash (used in) provided by operating activities |                                          | (£                                        | 12,934  | )                |        | £           | 3,955   |        
|                                                    |                                          |                                           |         |                  |        |             |        
|Investing activities                                |                                          |                                           |         |                  |        |             |        
|                                                    | Purchases of fixed assets                |                                           |         | (8,965           | )      |             | (10,317 | )      
|                                                    |                                          |                                           |         |                  |        |             |        
|                                                    |                                          | Net cash used in investing activities     |         |                  | (8,965 | )           |         | (10,317 | )
|                                                    |                                          |                                           |         |                  |        |             |        
|Financing activities                                |                                          |                                           |         |                  |        |             |        
|                                                    | Principal payments                       |                                           |         | (145             | )      |             | (95     | )      
|                                                    | Capital lease payments                   |                                           |         |                 |        |             | (89     | )      
|                                                    | Loans from affiliate                     |                                           |         | 10,000           |        |             | 12,961  |        
|                                                    |                                          |                                           |         |                  |        |             |        
|                                                    |                                          | Net cash provided by financing activities |         |                  | 9,855  |             |         | 12,777  |  
|                                                    |                                          |                                           |         |                  |        |             |        
|(Decrease)
increase in cash and cash equivalents    |                                          |                                           | (12,044 | )                |        | 6,415       |        
|Cash and cash equivalents, beginning of period      |                                          |                                           | 12,168  |                  |        | 4,535       |        
|                                                    |                                          |                                           |         |                  |        |             |        
|Cash and cash equivalents, end of period            |                                          | £                                         | 124     |                  | £      | 10,950      |        
|                                                    |                                          |                                           |         |                  |        |             |        
|Supplemental disclosure of cash flow information    |                                          |                                           |         |                  |        |             |        
|                                                    | Cash paid during the period for interest |                                           | £       | 20,196           |        | £           | 23,598  |        
|                                                    |                                          |                                           |         |                  |        |             |        
|                                                   

|                                                    |                                           |   |             |   | 
|--------------------------------------------------- | ----------------------------------------- | - | ----------- | - | 
|                                                    |                                           |   | January 1, 
|                                                    |                                           |   | 2003       
|                                                    |                                           |   |            
|                                                    |                                           |   | Predecessor
|                                                    |                                           |   | company    
|                                                    |                                           |   |            
|Net cash (used in) provided by operating activities |                                           | £ |            |  
|                                                    |                                           |   |             |  
|Investing activities                                |                                           |   |             |  
|                                                    | Net cash used in investing activities     |   |             |  | 
|                                                    |                                           |   |             |  
|Financing activities                                |                                           |   |             |  
|                                                    | Net cash provided by financing activities |   |             |  | 
|                                                    |                                           |   |             |  
|Change in cash and cash equivalents                 |                                           |   |            |  
|Cash and cash equivalents, beginning of period      |                                           |   | 12,168      |  
|                                                    |                                           |   |             |  
|Cash and cash equivalents, end of period            |                                           | £ | 12,168      |  
|                                                    |                                           |   |             |  
|Supplemental disclosure of cash flow information    |                                           |   |             |  
|                                                    | Cash paid during the period for interest  | £ |            |  
|                                                    |                                           |   |             |  

See accompanying notes.

4



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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



|1. |  | Basis of Presentation
|-- |  | ---------------------

Organization and Business

We are a limited company incorporated under the laws of England and Wales.
We are a holding company that holds all of the shares of various companies that
operate broadband communications networks for telephone, cable television and
Internet services in the United Kingdom (the UK). We hold these shares
through our subsidiary, Diamond Holdings Limited (Diamond Holdings). We are a
wholly owned subsidiary of NTL Incorporated. We are reliant upon the support
of NTL Incorporated and its subsidiaries to continue our operations.

Chapter 11 Reorganization

On May 8, 2002, Diamond Holdings and we filed a prearranged joint
reorganization plan (the Plan) under Chapter 11 of Title 11 of the US
Bankruptcy Code. We filed jointly with NTL Incorporated, NTL (Delaware), Inc.,
NTL Communications Corp. and Communications Cable Funding Corp. Also, on May 8,
2002, we filed proceedings for Administration in England. Our operating
subsidiaries were not included on the Chapter 11 filing. The Plan became
effective on January 10, 2003, (the Effective Date) at which time we emerged
from Chapter 11 reorganization and administration.

Pursuant to the Plan, the entity formerly known as NTL Incorporated and
its subsidiaries and affiliates were split into two separate groups, and our
parent company and NTL Europe, Inc. each emerged as independent public
companies. The entity formerly known as NTL Communications Corp. was renamed
NTL Incorporated and became the holding company for the former NTL groups
principal UK and Ireland assets. Prior to consummation of the Plan, NTL
Communications Corp. was a wholly-owned subsidiary of the entity then known as
NTL Incorporated, which, pursuant to the Plan, was renamed NTL Europe, Inc.
and which became the holding company for the former NTL groups continental
European and certain other assets. Pursuant to the Plan, all of the outstanding
securities of our former parent company (NTL Europe, Inc.) and certain of its
subsidiaries, including our parent company, were cancelled, and our parent
company issued shares of its common stock and Series A warrants and NTL Europe,
Inc. issued shares of its common stock and preferred stock to various former
creditors and stockholders of our former parent company and its subsidiaries,
including us. The precise mix of new securities received by holders of each
particular type of security of our former parent company and its subsidiaries
was set forth in the Plan. The outstanding notes of Diamond Holdings and NTL
(Triangle) LLC were not cancelled and remain outstanding.

Basis of Presentation

We have prepared our accompanying unaudited condensed consolidated
financial statements 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 our management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Our operating results for the three
and six months ended June 30, 2003 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2003. For further
information, refer to the consolidated financial statements and footnotes
thereto included in our Annual Report on Form 10-K for the year ended December
31, 2002.

We operated our business as a debtor-in-possession subject to the
jurisdiction of the Bankruptcy Court during the period from May 8, 2002 until
January 10, 2003. Accordingly, our consolidated financial statements for
periods prior to our emergence from Chapter 11 reorganization were prepared in
accordance with the American Institute of Certified Public Accountants
Statement of Position 90-7, Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code (SOP 90-7). In addition, we adopted fresh-start
reporting upon our emergence from Chapter 11 reorganization in accordance with
SOP 90-7. For financial reporting purposes, the effects of the consummation of
the Plan as well as adjustments for fresh-start reporting have been recorded in
the accompanying unaudited condensed consolidated financial statements as of
January 1, 2003.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Pursuant to fresh-start reporting, a new entity was deemed created for
financial reporting purposes and the carrying value of assets and liabilities
was adjusted. The carrying value of assets was adjusted to their reorganization
value that is equivalent to their estimated fair value. The carrying value of
liabilities was adjusted to their present value. Since fresh-start reporting
materially changed the carrying values recorded in our consolidated balance
sheet, a black line separates the financial statements for periods after the
adoption of fresh-start reporting from the financial statements for periods
prior to the adoption.

The term Predecessor Company refers to us for periods prior to and
including December 31, 2002. The term Reorganized Company refers to us for
periods subsequent to January 1, 2003. The effects of the consummation of the
Plan as well as adjustments for fresh-start reporting recorded as of January 1,
2003 are Predecessor Company transactions and are presented in the accompanying
condensed consolidated statements of operations and cash flows dated January 1,
2003. All other results of operations and cash flows on January 1, 2003 are
Reorganized Company transactions.

Certain prior period amounts have been reclassified to conform to the
current presentation.

Historical Structure

In May 1999, Diamond Holdings and we converted from public limited
companies to limited companies and thereby changed our names to Diamond
Holdings Limited and Diamond Cable Communications Limited, respectively.

On March 8, 1999, the share exchange was completed whereby all of the
holders of our ordinary and deferred shares exchanged their shares for newly
issued common stock of NTL Incorporated (formerly NTL Communications
Corp.). We
are a wholly-owned subsidiary of NTL Incorporated (NTL).

2.     Reorganization and Emergence from Chapter 11

Background of Restructuring

Both the equity and debt capital markets experienced periods of
significant volatility in 2001 and 2002, particularly for securities issued by
telecommunications and technology companies. As a result, the ability of NTL
Incorporated and its subsidiaries to access those markets as well as its
ability to obtain financing from its bank lenders and equipment suppliers
became severely restricted. In addition, NTL Incorporated and its subsidiaries,
including us, had no further funds available, or were unable to draw upon
funds, under NTLs credit facilities. As a result of these factors, together
with its substantial leverage, on January 31, 2002, NTL Incorporated announced
that it had appointed professional advisors to advise on strategic and
recapitalization alternatives to strengthen its balance sheet, reduce debt and
put an appropriate capital structure in place for its business.

Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities in March 2002, NTL Incorporated and certain of its
subsidiaries commenced negotiations with a steering committee of the unofficial
committee of its bondholders and the committees legal and financial advisors.

NTL Incorporated and its subsidiaries failed to make interest payments on
some of the outstanding notes starting on April 1, 2002. NTL Incorporated also
failed to declare or pay dividends on certain series of its outstanding
preferred stock due to a lack of available surplus under Delaware law.

On April 16, 2002, NTL Incorporated announced that it and an unofficial
committee of its bondholders had reached an agreement in principle on a
comprehensive recapitalization of the former NTL group. To implement the
proposed recapitalization plan, on May 8, 2002, we, our parent company and
certain of the other subsidiaries of NTL Incorporated filed cases and a
pre-arranged joint reorganization plan under Chapter 11 of the U.S. Bankruptcy
Code. In connection with the filing, some members of the unofficial creditors
committee of bondholders entered into a credit facility agreement (referred to
as the DIP facility) committing to provide a wholly-owned subsidiary of our
parent company with up to $500.0 million in new debt financing (NTL (Delaware),
Inc committed to provide up to an additional $130.0 million under the DIP
facility).

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

As a result of the payment defaults as well as the voluntary filing under
Chapter 11 by NTL Incorporated and certain of its subsidiaries on May 8, 2002,
there was an event of default under all of NTL Incorporated and its
subsidiaries credit facilities and the indentures governing all of their
publicly traded debt, other than debt of NTL (Triangle) LLC.

The Bankruptcy Court confirmed the Plan on September 5, 2002. During the
fall of 2002, NTL Incorporated negotiated with a group of lenders to enter into
a new financing arrangement to repay the DIP facility, to repay certain
obligations and to provide liquidity to us. The Plan became effective on
January 10, 2003, at which time Diamond Holdings and we emerged from Chapter 11
reorganization. In connection with our emergence from Chapter 11
reorganization, our parent company and certain of its subsidiaries issued
$558.249 million aggregate principal face amount of 19% Senior Secured Notes
due 2010 (the Exit Notes) on January 10, 2003. Initial purchasers of our
parent companys Exit Notes also purchased 500,000 shares of our parent
companys common stock on that date. The gross proceeds from the sale of the
Exit Notes and such shares totaled $500 million. The proceeds were used in part
to repay all amounts outstanding under the DIP facility and to purchase from
NTL (Delaware), Inc a £90.0 million note of NTL (UK) Group Inc. and to repay
certain other obligations. Also on January 10, 2003, our parent company and its
lending banks amended its existing credit facilities.

Reorganization Value

We adopted fresh-start reporting upon our emergence from Chapter 11
reorganization in accordance with SOP 90-7. We engaged an independent financial
advisor to assist in the determination of our reorganization value as defined
in SOP 90-7. Our independent financial advisor and we determined our
reorganization value was £556.3 million. This determination was based upon
various valuation methods, including discounted projected cash flow analysis,
selected comparable market multiples of publicly traded companies and other
applicable ratios and economic information relevant to our operations. Certain
factors that were incorporated into the determination of our reorganization
value included the following:



| |  |  | Reporting unit 10 year cash flow projections                                                                                 
| | - |  | -----------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Corporate income tax rates of 30% in the UK                                                                                  
|
| |  |  | Present value discount factor of 15%                                                                                         
|
| |  |  | Residual value representing the sum of the value beyond 10 years
into perpetuity was calculated using the Gordon Growth Model

The cash flow projections are based on economic, competitive and general
business conditions prevailing when the projections were prepared. They are
also based on a variety of estimates and assumptions which, though considered
reasonable by our management, may not be realized, and are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond our control. A change in the estimates
and assumptions about revenue, operating cash flow, tax rates and capital
expenditures may have had a significant effect on the determination of our
reorganization value.

We determined that our reorganization value computed as of the Effective Date
of January 10, 2003 consisted of the following (in £000s):

|                                                              |  |   |         | 
|------------------------------------------------------------- |  | - | ------- | 
|Present value of discounted cash flows of the emerging
entity |  | £ | 518,000 | 
|Current assets                                                |  |   | 28,618  | 
|Other assets                                                  |  |   | 9,684   | 
|                                                              |  |   |         | 
|Reorganization
value                                          |  | £ | 556,302 | 
|                                                              |  |   |         | 

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

We adopted fresh-start reporting because the holders of NTL Incorporateds
voting common shares immediately before filing and confirmation of the Plan
received less than 50% of NTL Incorporateds voting shares of the emerging
company, and because our reorganization value is less than our post-petition
liabilities and allowed claims, as shown below (in £000s):

|                          |                                    |   |           |           | 
|------------------------- | ---------------------------------- | - | --------- | --------- | 
|Allowed claims:           |                                    |   |           |          
|                          | Liabiltities subject to compromise |   | £         | 1,029,422 | 
|Post petition liabilities |                                    |   |           |          
|                          | Current liabilities                |   |           | 47,682    | 
|                          | Deferred income taxes              |   |           | 921       | 
|                          |                                    |   |           |           | 
|                          |                                    |   | 1,078,025 |          
|Less reorganization value |                                    |   | (556,302  | )        
|                          |                                    |   |           |           | 
|                          |                                    | £ | 521,723   |          
|                          |                                    |   |           |           | 

Fresh-Start Reporting

In accordance with SOP 90-7, we adopted fresh-start reporting on January
1, 2003. The following reconciliation of the Predecessor Companys consolidated
balance sheet as of December 31, 2002 to that of the Reorganized Company as of
January 1, 2003 gives effect to our emergence from Chapter 11 reorganization
and the adoption of fresh-start reporting.

We engaged an independent financial advisor to assist in the determination
of the reorganization value (or fair value) of our assets and the present value
of our liabilities. This determination resulted in the fresh-start reporting
adjustments to write-down fixed assets and write-up intangible assets to their
fair values. In addition, our total reorganization value exceeded the amounts
allocable to identifiable assets that resulted in a new indefinite-lived
intangible asset.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

The adjustments titled Emergence from Chapter 11 reflect the
consummation of the Plan. The adjustments titled Fresh-Start reflect the
adoption of fresh-start reporting (in £000s).

|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |         | 
|-------------------------------------------------------------------------- | ------------------------------------------- | --------------------------------------- | ------- | ------------ | --------- | ---------- | ------- | --------- | ---------- | ----------- | -------- | -------- | ------- | ---------- | ------- | ------- | ------- | 
|                                                                           |                                             |                                         |         | December 31, |           |            |         |           |            |             |          |          |         | January 1,
|                                                                           |                                             |                                         |         | 2002         |           |            |         |           |            |             |          |          |         | 2003      
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |           
|                                                                           |                                             |                                         |         |              |           |            |         | Emergence |            |             |          |          |         |            |         |        
|                                                                           |                                             |                                         |         | Predecessor  |           | from       |         | Fresh-    |            | Reorganized
|                                                                           |                                             |                                         |         | company      |           | Chapter 11 |         | start     |            | company    
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |            
|Assets                                                                     |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |        
|Current assets                                                             |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |        
|                                                                           | Cash and cash equivalents                   |                                         | £       | 12,168       |           |            | £       |          |            |             | £        |         |         |            | £       | 12,168  |        
|                                                                           | Accounts receivable, net                    |                                         |         | 15,952       |           |            |         |          |            |             |          |         |         |            |         | 15,952  |        
|                                                                           | Other current assets                        |                                         |         | 498          |           |            |         |          |            |             |          |         |         |            |         | 498     |        
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        
|                                                                           |                                             | Total current assets                    |         |              | 28,618    |            |         |           |           |             |          |          |        |            |         |         | 28,618  | 
|Fixed assets, net                                                          |                                             |                                         | 486,142 |              |           |            |        |           |            |             | (113,965 | )        |         |            | 372,177 |        
|Deferred financing costs, net                                              |                                             |                                         | 9,684   |              |           |            |        |           |            |             |         |          |         |            | 9,684   |        
|Goodwill                                                                   |                                             |                                         | 66,647  |              |           |            |        |           |            |             | (66,647  | )        |         |            |        |        
|Franchise costs                                                            |                                             |                                         | 316     |              |           |            |        |           |            |             | (316     | )        |         |            |        |        
|Customer list                                                              |                                             |                                         |        |              |           |            |        |           |            |             | 66,561   |          |         |            | 66,561  |        
|Reorganization value in excess of amounts allocable to
identifiable assets |                                             |                                         |        |              |           |            |        |           |            |             | 79,262   |          |         |            | 79,262  |        
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        
|Total assets                                                               |                                             | £                                       | 591,407 |              |           | £          |        |           |            | (£          | 35,105   | )        |         | £          | 556,302 |        
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        
|Liabilities and shareholders equity (deficiency)                          |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |        
|Liabilities not subject to compromise                                      |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |        
|Current liabilities                                                        |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |        
|                                                                           | Accounts payable and accrued expenses       |                                         | £       | 10,542       |           |            | £       |          |            |             | £        |         |         |            | £       | 10,542  |        
|                                                                           | Interest payable                            |                                         |         |             |           |            |         | 18,487    |            |             |          |         |         |            |         | 18,487  |        
|                                                                           | Deferred revenue                            |                                         |         | 4,525        |           |            |         |          |            |             |          |         |         |            |         | 4,525   |        
|                                                                           | Due to affiliates                           |                                         |         | 30,655       |           |            |         |          |            |             |          |         |         |            |         | 30,655  |        
|                                                                           | Current portion of long-term debt           |                                         |         | 1,960        |           |            |         |          |            |             |          | (1,708   | )       |            |         | 252     |        
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        
|                                                                           |                                             | Total current liabilities               |         |              | 47,682    |            |         |           | 18,487     |             |          |          | (1,708  | )          |         |         | 64,461  | 
|Long-term debt, net of discount                                            |                                             |                                         |        |              |           |            | 203,282 |           |            |             | (45,733  | )        |         |            | 157,549 |        
|Long-term debt due to affiliate                                            |                                             |                                         |        |              |           |            | 853,123 |           |            |             | (676,092 | )        |         |            | 177,031 |        
|Deferred income taxes                                                      |                                             |                                         | 921     |              |           |            |        |           |            |             |         |          |         |            | 921     |        
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        
|                                                                           | Total liabilities not subject to compromise |                                         |         | 48,603       |           |            |         | 1,074,892 |            |             |          | (723,533 | )       |            |         | 399,962 |        
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        
|Liabilities subject to compromise                                          |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |        
|                                                                           | Long-term debt, less current portion        |                                         |         | 971,567      |           |            |         | (971,567  | )          |             |          |         |         |            |         |        |        
|                                                                           | Notes payable to affiliates                 |                                         |         | 12,117       |           |            |         | (12,117   | )          |             |          |         |         |            |         |        |        
|                                                                           | Accrued interest                            |                                         |         | 45,738       |           |            |         | (45,738   | )          |             |          |         |         |            |         |        |        
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        
|                                                                           |                                             | Total liabilities subject to compromise |         |              | 1,029,422 |            |         |           | (1,029,422 | )           |          |          |        |            |         |         |        | 
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        
|Shareholders equity (deficiency)                                          |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |        
|                                                                           | Ordinary shares                             |                                         |         | 1,478        |           |            |         |          |            |             |          |         |         |            |         | 1,478   |        
|                                                                           | Additional paid-in capital                  |                                         |         | 317,506      |           |            |         | 14,380    |            |             |          | (177,024 | )       |            |         | 154,862 |        
|                                                                           | Accumulated deficit                         |                                         |         | (805,602     | )         |            |         | (59,850   | )          |             |          | 865,452  |         |            |         |        |        
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        
|                                                                           |                                             | Total shareholders equity (deficiency) |         |              | (486,618  | )          |         |           | (45,470    | )           |          |          | 688,428 |            |         |         | 156,340 | 
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        
|Total liabilities and shareholders equity (deficiency)                    |                                             | £                                       | 591,407 |              |           | £          |        |           |            | (£          | 35,105   | )        |         | £          | 556,302 |        
|                                                                           |                                             |                                         |         |              |           |            |         |           |            |             |          |          |         |            |         |         |        

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Pro Forma Results of Operations

The unaudited condensed consolidated pro forma results of our operations
for the three and six months ended June 30, 2002 assuming we emerged from
Chapter 11 reorganization and adopted fresh-start reporting on January 1, 2002
follows (in £000s). The pro forma results of our operations are not
necessarily indicative of the results that would have occurred had we emerged
from Chapter 11 reorganization and adopted fresh-start reporting on January 1,
2002, or that might occur in the future.

|              |  |              |        |            |  |    |        |  
|------------- |  | ------------ | ------ | ---------- |  | -- | ------ | -
|              |  | Three months |        | Six months
|              |  | ended        |        | ended     
|              |  | June 30,     |        | June 30,  
|              |  | 2002         |        | 2002      
|              |  |              |        |           
|Total revenue |  | £            | 43,666 |            |  | £  | 90,196 |  
|Net loss      |  | (£           | 10,267 | )          |  | (£ | 27,687 | )



|3. |  | Recent Accounting Pronouncements
|-- |  | --------------------------------

In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities.
SFAS No. 149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement is effective
for contracts entered into or modified after June 30, 2003. The adoption of
this statement is not expected to have a significant effect on our results of
operations, financial condition or cash flows.

In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46), which requires
variable interest entities to be consolidated by the primary beneficiary of the
entity if certain criteria are met. FIN 46 is effective immediately for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 become effective for us during the third quarter of 2003.
At June 30, 2003, we have no unconsolidated affiliates.
Therefore, we do not expect the effectiveness of FIN 46 to impact
our financial statements.

In November 2002, the Emerging Issues Task Force reached a consensus on
EITF No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF
00-21). EITF 00-21 provides guidance on how to account for arrangements that
involve the delivery or performance of multiple products, services and/or
rights to use assets. The provisions of EITF 00-21 will apply to revenue
arrangements entered into in fiscal periods beginning after June 15, 2003. The
adoption of EITF 00-21 is not expected to have a significant effect on our
results of operations, financial condition or cash flows.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 replaced EITF Issue
No. 94-3 Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 requires that a liability for costs associated
with an exit or disposal activity is recognized when the liability is incurred.
Under Issue No. 94-3, a liability for an exit cost as defined is recognized at
the date of a commitment to an exit or disposal plan. SFAS No. 146 is effective
for exit or disposal activities that are initiated after December 31, 2002. The
adoption of this standard did not have a significant effect on the results of
our operations, financial condition or cash flows.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, effective for us on January 1, 2003. This Statement
addresses financial accounting and reporting for obligations associated with
the retirement of tangible fixed assets and the associated asset retirement
costs. The adoption of this standard did not have a significant effect on our
results of operations, financial condition or cash flows.

10



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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003



|4. |  | Comprehensive (Loss) Income
|-- |  | ---------------------------

Consolidated comprehensive (loss) income for the three months ended June
30, 2003 and 2002 was £9.6 million (loss) and £40.2 million (income),
respectively. Consolidated comprehensive loss for the six months ended June 30,
2003 and 2002 was £46.9 million and £18.6 million, respectively.



|5. |  | Fixed assets
|-- |  | ------------

Fixed assets consists of (in £000s):

|                         |  |             |  |          |         |              |         |             |         |   |          |  
|------------------------ |  | ----------- |  | -------- | ------- | ------------ | ------- | ----------- | ------- | - | -------- | -
|                         |  | Estimated   |  | June 30, |         | December 31,
|                         |  | Useful Life |  | 2003     |         | 2002        
|                         |  |             |  |          |         |             
|                         |  |             |  |          |         | Reorganized  |         | Predecessor
|                         |  |             |  |          |         | company      |         | company    
|                         |  |             |  |          |         |              |         |            
|                         |  |             |  |          |         | (unaudited)  |         |             |         |  
|Operating equipment      |  | 5-30 years  |  | £        | 366,697 |              |         | £           | 771,778 |  
|Other equipment          |  | 5-30 years  |  |          | 13,818  |              |         |             | 24,575  |  
|Construction in progress |  |             |  |          |         |              |        |             |         |   | 4,742    |  
|                         |  |             |  |          |         |              |         |             |         |   |          |  
|                         |  |             |  |          |         |              | 380,515 |             |         |   | 801,095  |  
|Accumulated depreciation |  |             |  |          |         |              | (22,846 | )           |         |   | (314,953 | )
|                         |  |             |  |          |         |              |         |             |         |   |          |  
|                         |  |             |  |          |         | £            | 357,669 |             |         | £ | 486,142  |  
|                         |  |             |  |          |         |              |         |             |         |   |          |  

The change in property and equipment is primarily the result of the £114.0
million reduction in the carrying value upon the adoption of fresh-start
reporting as of January 1, 2003.



|6. |  | Intangible Assets
|-- |  | -----------------

The change in intangible assets is primarily the result of the £66.6 million
increase in the carrying value of customer lists, the £66.6 million decrease in
the carrying value of goodwill, the £79.3 million increase in reorganization
value in excess of amounts allocable to identifiable assets and the £0.3
million decrease in the carrying value of franchise costs upon the adoption of
fresh-start reporting as of January 1, 2003. Customer lists are amortized on a
straight-line basis over approximately five years.

Estimated aggregate amortization expense for each of the five succeeding fiscal
years from December 31, 2002 is as follows: £12.6 million in 2003, £12.6
million in 2004, £12.6 million in 2005, £12.6 million in 2006 and £12.6 million
in 2007.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003



|7. |  | Liabilities subject to compromise
|-- |  | ---------------------------------

Liabilities subject to compromise consist of (in £000s):

|                              |  |             |   |              |  |   |           | 
|----------------------------- |  | ----------- | - | ------------ |  | - | --------- | 
|                              |  | June 30,    |   | December 31,
|                              |  | 2003        |   | 2002        
|                              |  |             |   |             
|                              |  | Reorganized |   | Predecessor 
|                              |  | company     |   | company     
|                              |  |             |   |             
|Diamond Cable:                |  |             |   |              |  |   |           | 
|13 1/4% Senior Discount Notes |  | £           |  |              |  | £ | 177,136   | 
|11 3/4% Senior Discount Notes |  |             |  |              |  |   | 329,887   | 
|10 3/4% Senior Discount Notes |  |             |  |              |  |   | 261,262   | 
|Diamond Holdings              |  |             |   |              |  |   |           | 
|10% Senior Sterling Notes     |  |             |  |              |  |   | 135,000   | 
|9 1/8% Senior Notes           |  |             |  |              |  |   | 68,282    | 
|Other                         |  |             |   |              |  |   |           | 
|30% Loan Note                 |  |             |  |              |  |   | 12,117    | 
|Accrued interest              |  |             |  |              |  |   | 45,738    | 
|                              |  |             |   |              |  |   |           | 
|                              |  | £           |  |              |  | £ | 1,029,422 | 
|                              |  |             |   |              |  |   |           | 

Upon emergence from Chapter 11 reorganization and in accordance with the
Plan, NTL Incorporated acquired all of our outstanding public notes. On
February 4, 2003, NTL Incorporated released us from any further obligations to
pay interest and/or principal on these notes. The Diamond Holdings Notes remain
outstanding.



|8. |  | Long-term debt
|-- |  | --------------

Long-term debt consists of the following Notes payable (in £000s):

|                                                                       |  |             |         |              |  |   |        |  
|---------------------------------------------------------------------- |  | ----------- | ------- | ------------ |  | - | ------ | -
|                                                                       |  | June 30,    |         | December 31,
|                                                                       |  | 2003        |         | 2002        
|                                                                       |  |             |         |             
|                                                                       |  | Reorganized |         | Predecessor 
|                                                                       |  | company     |         | company     
|                                                                       |  |             |         |             
|                                                                       |  | (unaudited) |         |              |  |  
|10% Senior Sterling Notes, less
unamortized discount of £24,344 (2003) |  | £           | 110,656 |              |  | £ |       |  
|9 1/8% Senior Notes, less
unamortized discount of £18,001 (2003)       |  |             | 48,488  |              |  |   |       |  
|Mortgage loan                                                          |  |             | 1,866   |              |  |   | 1,960  |  
|                                                                       |  |             |         |              |  |   |        |  
|                                                                       |  |             | 161,010 |              |  |   | 1,960  |  
|Less current portion                                                   |  |             | (252    | )            |  |   | (1,960 | )
|                                                                       |  |             |         |              |  |   |        |  
|                                                                       |  | £           | 160,758 |              |  | £ |       |  
|                                                                       |  |             |         |              |  |   |        |  



|9. |  | Related Party Transactions
|-- |  | --------------------------

On March 31, 2003, we entered into a loan agreement with NTL under which
£10.0 million had been borrowed on April 2, 2003. On
July 31, 2003, we borrowed a further $16 million. Interest is payable on any
and all outstanding principal amounts from time to time from and including the
date of the initial borrowing until such principal amounts are paid in full.
The initial interest rate is 8.0% or such other rate as may be agreed from time
to time. The outstanding principal and accrued and unpaid interest are payable
upon demand, but are subordinated to Diamond Holdings Senior
Notes. NTL has indicated that it does not intend to demand payment on
the loan agreement prior to July 1, 2004.

12



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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Since
NTL acquired us in March 1999, a subsidiary of NTL has been
providing infrastructure and management support services to us. Benefits
include usage of NTL network assets, network maintenance, marketing and shared
overhead. Additionally, in 2001 certain elements of our network operations and
customer operations were integrated with NTLs national and regional operations
in order for us to gain the advantage of NTLs scale.

The related charges, which began in the fourth quarter of 1999, represent
our portion of costs incurred by a subsidiary of NTL for the benefit of all UK
operations within NTL. These charges are made on the basis of an allocation
formula appropriate to each category of charge. We were charged £46.5 million
and £48.1 million for the six months ended June 30, 2003 and 2002, respectively.
For 2003, £17.5 million was included in operating costs and £29.0 million was
included in selling, general and administrative expense. For 2002, £19.7
million was included in operating costs and £28.4 million was included in
selling, general and administrative expense. It is not practicable to determine
the amount of these expenses that would have been incurred had we operated as
an unaffiliated entity. In the opinion of our management, the allocation method
is reasonable.

In the six months ended June 30, 2003, we were also charged £778,000
representing our proportion of the costs of NTLs internal restructuring.
These costs included severance and other employee related costs.
Restructuring charges allocated to us by a subsidiary of NTL are made
on the basis of an allocation formula appropriate to each category of
charge that is based on managements judgement of a reasonable
methodology given the facts and circumstances.

As of June 30, 2003 and December 31, 2002, the due to affiliates balance
includes payments made to third parties on our behalf by a subsidiary of NTL.
We have reduced direct transactions with third parties as a result of our
continued integration with NTL. We have therefore had our liabilities to third
parties significantly reduced, with a rise in amounts due to affiliates. The
payments made on our behalf represent directly attributable expenses incurred
by us.



|10. |  | Commitments and Contingent Liabilities
|--- |  | --------------------------------------

As of June 30, 2003, we had no commercial commitments.

We are involved in certain disputes and litigation arising in the ordinary
course of our business. None of these matters are expected to have a material
adverse effect on our financial position, results of operations or cash flows.



|11. |  | Condensed Consolidating Financial Statements
|--- |  | --------------------------------------------

On February 6, 1998, our subsidiary, Diamond Holdings, issued £135.0
million principal amount of its 10% Senior Notes due February 1, 2008 and
$110.0 million principal amount of its 9 1/8% Senior Notes due February 1, 2008
(together, the 1998 Notes). We have fully and unconditionally guaranteed the
1998 Notes as to principal, interest and other amounts due. We have no
independent operations and no subsidiaries other than Diamond Holdings. Diamond
Holdings is restricted in its ability to make funds available to us except for
funds to pay interest on our Notes and £5.0 million annually. We present the
following condensed consolidating financial information as of June 30, 2003 and
December 31, 2002 and for the three and six months ended June 30, 2003, on
January 1, 2003 and three and six months ended June 30, 2002 as required by
Article 3-10(c) of Regulation S-X.

13



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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

|                                                                |  |                                  |         |          |  |              |         |             |  |       |         |   |  |         |        |   |  |              |         |  
|--------------------------------------------------------------- |  | -------------------------------- | ------- | -------- |  | ------------ | ------- | ----------- |  | ----- | ------- | - |  | ------- | ------ | - |  | ------------ | ------- | -
|                                                                |  | Three months ended June 30, 2003
|                                                                |  |                                 
|                                                                |  |                                  |         |          |  |              |         |             |  |       |         |   |  |         |        |   |  | Consolidated
|                                                                |  | Diamond                          |         | Diamond  |  |              |         |             |  |       |         |   |  | Diamond
|Statements of operations                                        |  | Cable                            |         | Holdings |  | Subsidiaries |         | Adjustments |  | Cable
|                                                                |  |                                  |         |          |  |              |         |             |  |      
|Revenue                                                         |  | £                                |        |          |  | £            |        |             |  | £     | 46,265  |   |  | £       |       |   |  | £            | 46,265  |  
|                                                                |  |                                  |         |          |  |              |         |             |  |       |         |   |  |         |        |   |  |              |         |  
|Costs and expenses                                              |  |                                  |         |          |  |              |         |             |  |       |         |   |  |         |        |   |  |              |         |  
|Operating costs                                                 |  |                                  |        |          |  |              |        |             |  |       | (20,423 | ) |  |         |       |   |  |              | (20,423 | )
|Selling, general and administrative expenses                    |  |                                  |        |          |  |              |        |             |  |       | (14,814 | ) |  |         |       |   |  |              | (14,814 | )
|Other charges                                                   |  |                                  |        |          |  |              |        |             |  |       | (647    | ) |  |         |       |   |  |              | (647    | )
|Depreciation and amortization                                   |  |                                  |        |          |  |              |        |             |  |       | (14,713 | ) |  |         |       |   |  |              | (14,713 | )
|                                                                |  |                                  |         |          |  |              |         |             |  |       |         |   |  |         |        |   |  |              |         |  
|                                                                |  |                                  |        |          |  |              |        |             |  |       | (50,597 | ) |  |         |       |   |  |              | (50,597 | )
|                                                                |  |                                  |         |          |  |              |         |             |  |       |         |   |  |         |        |   |  |              |         |  
|Operating loss                                                  |  |                                  |        |          |  |              |        |             |  |       | (4,332  | ) |  |         |       |   |  |              | (4,332  | )
|Other income (expense)                                          |  |                                  |         |          |  |              |         |             |  |       |         |   |  |         |        |   |  |              |         |  
|Interest income                                                 |  |                                  | 211     |          |  |              | 4,700   |             |  |       | 15      |   |  |         | (4,911 | ) |  |              | 15      |  
|Interest expense and amortization of
debt discount and expenses |  |                                  |        |          |  |              | (7,428  | )           |  |       | (25     | ) |  |         |       |   |  |              | (7,453  | )
|Interest expense to affiliates                                  |  |                                  | (198    | )        |  |              |        |             |  |       | (4,911  | ) |  |         | 4,911  |   |  |              | (198    | )
|Foreign currency gains (losses), net                            |  |                                  | (1,389  | )        |  |              | 657     |             |  |       | 3,055   |   |  |         |       |   |  |              | 2,323   |  
|Equity in net loss of subsidiary                                |  |                                  | (8,269  | )        |  |              | (6,198  | )           |  |       |        |   |  |         | 14,467 |   |  |              |        |  
|                                                                |  |                                  |         |          |  |              |         |             |  |       |         |   |  |         |        |   |  |              |         |  
|Net (loss) income                                               |  |                                  | (£9,645 | )        |  |              | (£8,269 | )           |  |       | (£6,198 | ) |  | £       | 14,467 |   |  |              | (£9,645 | )
|                                                                |  |                                  |         |          |  |              |         |             |  |       |         |   |  |         |        |   |  |              |         |  

|                                                                |  |                                  |         |          |  |              |        |             |  |       |         |   |  |         |          |   |  |              |         |  
|--------------------------------------------------------------- |  | -------------------------------- | ------- | -------- |  | ------------ | ------ | ----------- |  | ----- | ------- | - |  | ------- | -------- | - |  | ------------ | ------- | -
|                                                                |  | Three months ended June 30, 2002
|                                                                |  |                                 
|                                                                |  |                                  |         |          |  |              |        |             |  |       |         |   |  |         |          |   |  | Consolidated
|                                                                |  | Diamond                          |         | Diamond  |  |              |        |             |  |       |         |   |  | Diamond
|Statements of operations                                        |  | Cable                            |         | Holdings |  | Subsidiaries |        | Adjustments |  | Cable
|                                                                |  |                                  |         |          |  |              |        |             |  |      
|Revenue                                                         |  | £                                |        |          |  | £            |       |             |  | £     | 43,666  |   |  | £       |         |   |  | £            | 43,666  |  
|                                                                |  |                                  |         |          |  |              |        |             |  |       |         |   |  |         |          |   |  |              |         |  
|Costs and expenses                                              |  |                                  |         |          |  |              |        |             |  |       |         |   |  |         |          |   |  |              |         |  
|Operating costs                                                 |  |                                  |        |          |  |              |       |             |  |       | (22,203 | ) |  |         |         |   |  |              | (22,203 | )
|Selling, general and administrative expenses                    |  |                                  | 3       |          |  |              | 4      |             |  |       | (13,573 | ) |  |         |         |   |  |              | (13,566 | )
|Other charges                                                   |  |                                  | (8      | )        |  |              | (15    | )           |  |       |        |   |  |         |         |   |  |              | (23     | )
|Depreciation and amortization                                   |  |                                  |        |          |  |              |       |             |  |       | (15,385 | ) |  |         |         |   |  |              | (15,385 | )
|                                                                |  |                                  |         |          |  |              |        |             |  |       |         |   |  |         |          |   |  |              |         |  
|                                                                |  |                                  | (5      | )        |  |              | (11    | )           |  |       | (51,161 | ) |  |         |         |   |  |              | (51,177 | )
|                                                                |  |                                  |         |          |  |              |        |             |  |       |         |   |  |         |          |   |  |              |         |  
|Operating loss                                                  |  |                                  | (5      | )        |  |              | (11    | )           |  |       | (7,495  | ) |  |         |         |   |  |              | (7,511  | )
|Other income (expense)                                          |  |                                  |         |          |  |              |        |             |  |       |         |   |  |         |          |   |  |              |         |  
|Interest income                                                 |  |                                  | 28,859  |          |  |              | 4,694  |             |  |       | 86      |   |  |         | (33,553  | ) |  |              | 86      |  
|Interest expense and amortization of
debt discount and expenses |  |                                  | (10,454 | )        |  |              | (5,240 | )           |  |       | (34,540 | ) |  |         | 33,553   |   |  |              | (16,681 | )
|Interest expense to affiliates                                  |  |                                  |        |          |  |              |       |             |  |       |        |   |  |         |         |   |  |              |        |  
|Foreign currency gains (losses), net                            |  |                                  | (2,036  | )        |  |              | 123    |             |  |       | 66,249  |   |  |         |         |   |  |              | 64,336  |  
|Equity in net loss of subsidiary                                |  |                                  | 23,866  |          |  |              | 24,300 |             |  |       |        |   |  |         | (48,166  | ) |  |              |        |  
|                                                                |  |                                  |         |          |  |              |        |             |  |       |         |   |  |         |          |   |  |              |         |  
|Net (loss) income                                               |  | £                                | 40,230  |          |  | £            | 23,866 |             |  | £     | 24,300  |   |  |         | (£48,166 | ) |  | £            | 40,230  |  
|                                                                |  |                                  |         |          |  |              |        |             |  |       |         |   |  |         |          |   |  |              |         |  

14



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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|--------------------------------------------------------------- |  | ------------------------------ | ------- | -------- |  | ------------ | ------- | ----------- |  | ----- | -------- | - |  | ------- | ------- | - |  | ------------ | -------- | -
|                                                                |  | Six months ended June 30, 2003
|                                                                |  |                               
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  | Consolidated
|                                                                |  | Diamond                        |         | Diamond  |  |              |         |             |  |       |          |   |  | Diamond
|Statements of operations                                        |  | Cable                          |         | Holdings |  | Subsidiaries |         | Adjustments |  | Cable
|                                                                |  |                                |         |          |  |              |         |             |  |      
|Revenue                                                         |  | £                              |        |          |  | £            |        |             |  | £     | 91,455   |   |  | £       |        |   |  | £            | 91,455   |  
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|Costs and expenses                                              |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|Operating costs                                                 |  |                                |        |          |  |              |        |             |  |       | (41,137  | ) |  |         |        |   |  |              | (41,137  | )
|Selling, general and administrative expenses                    |  |                                |        |          |  |              |        |             |  |       | (29,005  | ) |  |         |        |   |  |              | (29,005  | )
|Other charges                                                   |  |                                |        |          |  |              |        |             |  |       | (778     | ) |  |         |        |   |  |              | (778     | )
|Depreciation and amortization                                   |  |                                |        |          |  |              |        |             |  |       | (29,126  | ) |  |         |        |   |  |              | (29,126  | )
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|                                                                |  |                                |        |          |  |              |        |             |  |       | (100,046 | ) |  |         |        |   |  |              | (100,046 | )
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|Operating loss                                                  |  |                                |        |          |  |              |        |             |  |       | (8,591   | ) |  |         |        |   |  |              | (8,591   | )
|Other income (expense)                                          |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|Interest income                                                 |  |                                | 3,453   |          |  |              | 9,367   |             |  |       | 65       |   |  |         | (12,820 | ) |  |              | 65       |  
|Interest expense and amortization of
debt discount and expenses |  |                                |        |          |  |              | (14,905 | )           |  |       | (51      | ) |  |         |        |   |  |              | (14,956  | )
|Interest expense to affiliates                                  |  |                                | (29,479 | )        |  |              |        |             |  |       | (12,820  | ) |  |         | 12,820  |   |  |              | (29,479  | )
|Foreign currency gains, net                                     |  |                                | 4,591   |          |  |              | 666     |             |  |       | 852      |   |  |         |        |   |  |              | 6,109    |  
|Equity in net loss of subsidiary                                |  |                                | (25,417 | )        |  |              | (20,545 | )           |  |       |         |   |  |         | 45,962  |   |  |              |         |  
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|Net (loss) income                                               |  | (£                             | 46,852  | )        |  | (£           | 25,417  | )           |  | (£    | 20,545   | ) |  | £       | 45,962  |   |  | (£           | 46,852   | )
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  

|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|--------------------------------------------------------------- |  | ------------------------------ | ------- | -------- |  | ------------ | ------- | ----------- |  | ----- | -------- | - |  | ------- | ------- | - |  | ------------ | -------- | -
|                                                                |  | Six months ended June 30, 2002
|                                                                |  |                               
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  | Consolidated
|                                                                |  | Diamond                        |         | Diamond  |  |              |         |             |  |       |          |   |  | Diamond
|Statements of operations                                        |  | Cable                          |         | Holdings |  | Subsidiaries |         | Adjustments |  | Cable
|                                                                |  |                                |         |          |  |              |         |             |  |      
|Revenue                                                         |  | £                              |        |          |  | £            |        |             |  | £     | 90,196   |   |  | £       |        |   |  | £            | 90,196   |  
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|Costs and expenses                                              |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|Operating costs                                                 |  |                                |        |          |  |              |        |             |  |       | (44,936  | ) |  |         |        |   |  |              | (44,936  | )
|Selling, general and administrative expenses                    |  |                                |        |          |  |              |        |             |  |       | (28,389  | ) |  |         |        |   |  |              | (28,389  | )
|Other charges                                                   |  |                                | (15     | )        |  |              | (15     | )           |  |       |         |   |  |         |        |   |  |              | (30      | )
|Depreciation and amortization                                   |  |                                |        |          |  |              |        |             |  |       | (31,065  | ) |  |         |        |   |  |              | (31,065  | )
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|                                                                |  |                                | (15     | )        |  |              | (15     | )           |  |       | (104,390 | ) |  |         |        |   |  |              | (104,420 | )
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|Operating loss                                                  |  |                                | (15     | )        |  |              | (15     | )           |  |       | (14,194  | ) |  |         |        |   |  |              | (14,224  | )
|Other income (expense)                                          |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|Interest income                                                 |  |                                | 58,959  |          |  |              | 9,523   |             |  |       | 181      |   |  |         | (68,482 | ) |  |              | 181      |  
|Interest expense and amortization of
debt discount and expenses |  |                                | (37,330 | )        |  |              | (10,557 | )           |  |       | (68,573  | ) |  |         | 68,482  |   |  |              | (47,978  | )
|Interest expense to affiliates                                  |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |        |   |  |              |         |  
|Foreign currency gains (losses), net                            |  |                                | (3,339  | )        |  |              | (3      | )           |  |       | 46,739   |   |  |         |        |   |  |              | 43,397   |  
|Equity in net loss of subsidiary                                |  |                                | (36,899 | )        |  |              | (35,847 | )           |  |       |         |   |  |         | 72,746  |   |  |              |         |  
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  
|Net (loss) income                                               |  | (£                             | 18,624  | )        |  | (£           | 36,899  | )           |  | (£    | 35,847   | ) |  | £       | 72,746  |   |  | (£           | 18,624   | )
|                                                                |  |                                |         |          |  |              |         |             |  |       |          |   |  |         |         |   |  |              |          |  

15



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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

|                                 |  |                 |         |          |  |              |         |             |  |       |         |   |  |         |        |  |  |              |         |  
|-------------------------------- |  | --------------- | ------- | -------- |  | ------------ | ------- | ----------- |  | ----- | ------- | - |  | ------- | ------ |  |  | ------------ | ------- | -
|                                 |  | January 1, 2003
|                                 |  |                
|                                 |  |                 |         |          |  |              |         |             |  |       |         |   |  |         |        |  |  | Consolidated
|                                 |  | Diamond         |         | Diamond  |  |              |         |             |  |       |         |   |  | Diamond
|Statements of operations         |  | Cable           |         | Holdings |  | Subsidiaries |         | Adjustments |  | Cable
|                                 |  |                 |         |          |  |              |         |             |  |      
|Interest expense to affiliates   |  | (£              | 59,850  | )        |  | £            |        |             |  | £     |        |   |  | £       |       |  |  | (£           | 59,850  | )
|Fresh start adoption             |  |                 | 676,092 |          |  |              | 47,441  |             |  |       | (35,105 | ) |  |         |       |  |  |              | 688,428 |  
|Equity in net loss of subsidiary |  |                 | 12,336  |          |  |              | (35,105 | )           |  |       |        |   |  |         | 22,769 |  |  |              |        |  
|                                 |  |                 |         |          |  |              |         |             |  |       |         |   |  |         |        |  |  |              |         |  
|Net income (loss)                |  | £               | 628,578 |          |  | £            | 12,336  |             |  | (£    | 35,105  | ) |  | £       | 22,769 |  |  | £            | 628,578 |  
|                                 |  |                 |         |          |  |              |         |             |  |       |         |   |  |         |        |  |  |              |         |  

|                                                        |  |               |         |          |  |              |         |             |  |       |         |  |  |         |          |   |  |              |         | 
|------------------------------------------------------- |  | ------------- | ------- | -------- |  | ------------ | ------- | ----------- |  | ----- | ------- |  |  | ------- | -------- | - |  | ------------ | ------- | 
|                                                        |  | June 30, 2003
|                                                        |  |              
|                                                        |  |               |         |          |  |              |         |             |  |       |         |  |  |         |          |   |  | Consolidated
|                                                        |  | Diamond       |         | Diamond  |  |              |         |             |  |       |         |  |  | Diamond
|Balance sheets                                          |  | Cable         |         | Holdings |  | Subsidiaries |         | Adjustments |  | Cable
|                                                        |  |               |         |          |  |              |         |             |  |      
|Current assets                                          |  | £             | 70      |          |  | £            | 78      |             |  | £     | 17,797  |  |  | £       |         |   |  | £            | 17,945  | 
|Investments in and advances to subsidiaries             |  |               | 315,963 |          |  |              | 470,639 |             |  |       |        |  |  |         | (786,602 | ) |  |              |        | 
|Fixed and non current assets                            |  |               |        |          |  |              | 3,170   |             |  |       | 497,212 |  |  |         |         |   |  |              | 500,382 | 
|                                                        |  |               |         |          |  |              |         |             |  |       |         |  |  |         |          |   |  |              |         | 
|                                                        |  | £             | 316,033 |          |  | £            | 473,887 |             |  | £     | 515,009 |  |  | (£      | 786,602  | ) |  | £            | 518,327 | 
|                                                        |  |               |         |          |  |              |         |             |  |       |         |  |  |         |          |   |  |              |         | 
|Current liabilities                                     |  | £             | 198     |          |  | £            | 8,153   |             |  | £     | 33,383  |  |  | £       |         |   |  | £            | 41,734  | 
|Long-term debt                                          |  |               |        |          |  |              | 159,144 |             |  |       | 1,614   |  |  |         |         |   |  |              | 160,758 | 
|Due to affiliates                                       |  |               | 10,000  |          |  |              |        |             |  |       | 202,127 |  |  |         | (202,127 | ) |  |              | 10,000  | 
|Deferred income taxes                                   |  |               | 921     |          |  |              |        |             |  |       |        |  |  |         |         |   |  |              | 921     | 
|Shareholders equity (deficiency)                       |  |               | 304,914 |          |  |              | 306,590 |             |  |       | 277,885 |  |  |         | (584,475 | ) |  |              | 304,914 | 
|                                                        |  |               |         |          |  |              |         |             |  |       |         |  |  |         |          |   |  |              |         | 
|Total liabilities and
shareholders equity (deficiency) |  | £             | 316,033 |          |  | £            | 473,887 |             |  | £     | 515,009 |  |  | (£      | 786,602  | ) |  | £            | 518,327 | 
|                                                        |  |               |         |          |  |              |         |             |  |       |         |  |  |         |          |   |  |              |         | 

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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

|                                                        |  |                   |          |          |  |              |          |             |  |       |           |   |  |         |            |   |  |              |           |  
|------------------------------------------------------- |  | ----------------- | -------- | -------- |  | ------------ | -------- | ----------- |  | ----- | --------- | - |  | ------- | ---------- | - |  | ------------ | --------- | -
|                                                        |  | December 31, 2002
|                                                        |  |                  
|                                                        |  |                   |          |          |  |              |          |             |  |       |           |   |  |         |            |   |  | Consolidated
|                                                        |  | Diamond           |          | Diamond  |  |              |          |             |  |       |           |   |  | Diamond
|Balance sheets                                          |  | Cable             |          | Holdings |  | Subsidiaries |          | Adjustments |  | Cable
|                                                        |  |                   |          |          |  |              |          |             |  |      
|Current assets                                          |  | £                 | 238      |          |  | £            | 239      |             |  | £     | 28,141    |   |  | £       |           |   |  | £            | 28,618    |  
|Investments in and advances to subsidiaries             |  |                   | 315,549  |          |  |              | (468,266 | )           |  |       |          |   |  |         | 152,717    |   |  |              |          |  
|Fixed and non current assets                            |  |                   | 6,169    |          |  |              | 3,515    |             |  |       | 553,105   |   |  |         |           |   |  |              | 562,789   |  
|                                                        |  |                   |          |          |  |              |          |             |  |       |           |   |  |         |            |   |  |              |           |  
|                                                        |  | £                 | 321,956  |          |  | (£           | 464,512  | )           |  | £     | 581,246   |   |  | £       | 152,717    |   |  | £            | 591,407   |  
|                                                        |  |                   |          |          |  |              |          |             |  |       |           |   |  |         |            |   |  |              |           |  
|Current liabilities                                     |  | £                 |         |          |  | £            |         |             |  | £     | 47,682    |   |  | £       |           |   |  | £            | 47,682    |  
|Long-term debt                                          |  |                   |         |          |  |              |         |             |  |       |          |   |  |         |           |   |  |              |          |  
|Due to affiliates                                       |  |                   |         |          |  |              |         |             |  |       | 1,206,489 |   |  |         | (1,206,489 | ) |  |              |          |  
|Liabilities subject to compromise                       |  |                   | 807,653  |          |  |              | 221,769  |             |  |       |          |   |  |         |           |   |  |              | 1,029,422 |  
|Deferred income taxes                                   |  |                   | 921      |          |  |              |         |             |  |       |          |   |  |         |           |   |  |              | 921       |  
|Shareholders equity (deficiency)                       |  |                   | (486,618 | )        |  |              | (686,281 | )           |  |       | (672,925  | ) |  |         | 1,359,206  |   |  |              | (486,618  | )
|                                                        |  |                   |          |          |  |              |          |             |  |       |           |   |  |         |            |   |  |              |           |  
|Total liabilities and
shareholders equity (deficiency) |  | £                 | 321,956  |          |  | (£           | 464,512  | )           |  | £     | 581,246   |   |  | £       | 152,717    |   |  | £            | 591,407   |  
|                                                        |  |                   |          |          |  |              |          |             |  |       |           |   |  |         |            |   |  |              |           |  

|                                                    |  |                                |         |          |  |              |          |             |  |       |         |   |  |         |         |   |  |              |         |  
|--------------------------------------------------- |  | ------------------------------ | ------- | -------- |  | ------------ | -------- | ----------- |  | ----- | ------- | - |  | ------- | ------- | - |  | ------------ | ------- | -
|                                                    |  | Six months ended June 30, 2003
|                                                    |  |                               
|                                                    |  |                                |         |          |  |              |          |             |  |       |         |   |  |         |         |   |  | Consolidated
|                                                    |  | Diamond                        |         | Diamond  |  |              |          |             |  |       |         |   |  | Diamond
|Statements of cash flows                            |  | Cable                          |         | Holdings |  | Subsidiaries |          | Adjustments |  | Cable
|                                                    |  |                                |         |          |  |              |          |             |  |      
|Net cash (used in) provided by
operating activities |  | £                              |        |          |  |              | (£20,118 | )           |  | (£    | 12,934  | ) |  | £       | 20,118  |   |  | (£           | 12,934  | )
|Investing activities:                               |  |                                |         |          |  |              |          |             |  |       |         |   |  |         |         |   |  |              |         |  
|(Advances to) repayments from subsidiaries, net     |  |                                | (10,000 | )        |  |              | 10,118   |             |  |       |        |   |  |         | (118    | ) |  |              |        |  
|Purchase of property and equipment                  |  |                                |        |          |  |              |         |             |  |       | (8,965  | ) |  |         |        |   |  |              | (8,965  | )
|                                                    |  |                                |         |          |  |              |          |             |  |       |         |   |  |         |         |   |  |              |         |  
|Net cash provided by (used in)
investing activities |  |                                | (10,000 | )        |  |              | 10,118   |             |  |       | (8,965  | ) |  |         | (118    | ) |  |              | (8,965  | )
|                                                    |  |                                |         |          |  |              |          |             |  |       |         |   |  |         |         |   |  |              |         |  
|Financing activities:                               |  |                                |         |          |  |              |          |             |  |       |         |   |  |         |         |   |  |              |         |  
|Principal payments                                  |  |                                |        |          |  |              |         |             |  |       | (145    | ) |  |         |        |   |  |              | (145    | )
|Loan payable to affiliates                          |  |                                | 10,000  |          |  |              | 10,000   |             |  |       | 10,000  |   |  |         | (20,000 | ) |  |              | 10,000  |  
|                                                    |  |                                |         |          |  |              |          |             |  |       |         |   |  |         |         |   |  |              |         |  
|Net cash provided by (used in)
financing activities |  |                                | 10,000  |          |  |              | 10,000   |             |  |       | 9,855   |   |  |         | (20,000 | ) |  |              | 9,855   |  
|                                                    |  |                                |         |          |  |              |          |             |  |       |         |   |  |         |         |   |  |              |         |  
|Decrease in cash                                    |  |                                |        |          |  |              |         |             |  |       | (12,044 | ) |  |         |        |   |  |              | (12,044 | )
|Cash and cash equivalents at beginning of period    |  |                                | 70      |          |  |              | 70       |             |  |       | 12,028  |   |  |         |        |   |  |              | 12,168  |  
|                                                    |  |                                |         |          |  |              |          |             |  |       |         |   |  |         |         |   |  |              |         |  
|Cash and cash equivalents at end of period          |  | £                              | 70      |          |  | £            | 70       |             |  | (£    | 16      | ) |  | £       |        |   |  | £            | 124     |  
|                                                    |  |                                |         |          |  |              |          |             |  |       |         |   |  |         |         |   |  |              |         |  

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

|                                                    |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |         |   |  |              |         |  
|--------------------------------------------------- |  | ------------------------------ | ------ | -------- |  | ------------ | ------ | ----------- |  | ----- | ------- | - |  | ------- | ------- | - |  | ------------ | ------- | -
|                                                    |  | Six months ended June 30, 2002
|                                                    |  |                               
|                                                    |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |         |   |  | Consolidated
|                                                    |  | Diamond                        |        | Diamond  |  |              |        |             |  |       |         |   |  | Diamond
|Statements of cash flows                            |  | Cable                          |        | Holdings |  | Subsidiaries |        | Adjustments |  | Cable
|                                                    |  |                                |        |          |  |              |        |             |  |      
|Net cash (used in) provided by
operating activities |  | (£                             | 12,222 | )        |  | (£           | 10,498 | )           |  | £     | 15,857  |   |  | £       | 10,818  |   |  | £            | 3,955   |  
|Investing activities:                               |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |         |   |  |              |         |  
|(Advances to) repayments from subsidiaries, net     |  |                                | 250    |          |  |              | 10,568 |             |  |       |        |   |  |         | (10,818 | ) |  |              |        |  
|Purchase of property and equipment                  |  |                                |       |          |  |              |       |             |  |       | (10,317 | ) |  |         |        |   |  |              | (10,317 | )
|                                                    |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |         |   |  |              |         |  
|Net cash provided by (used in)
investing activities |  |                                | 250    |          |  |              | 10,568 |             |  |       | (10,317 | ) |  |         | (10,818 | ) |  |              | (10,317 | )
|                                                    |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |         |   |  |              |         |  
|Financing activities:                               |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |         |   |  |              |         |  
|Principal payments                                  |  |                                |       |          |  |              |       |             |  |       | (95     | ) |  |         |        |   |  |              | (95     | )
|Capital lease payments                              |  |                                |       |          |  |              |       |             |  |       | (89     | ) |  |         |        |   |  |              | (89     | )
|Loan payable to affiliates                          |  |                                | 12,961 |          |  |              |       |             |  |       |        |   |  |         |        |   |  |              | 12,961  |  
|                                                    |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |         |   |  |              |         |  
|Net cash provided by (used in)
financing activities |  |                                | 12,961 |          |  |              |       |             |  |       | (184    | ) |  |         |        |   |  |              | 12,777  |  
|                                                    |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |         |   |  |              |         |  
|Increase in cash                                    |  |                                | 989    |          |  |              | 70     |             |  |       | 5,356   |   |  |         |        |   |  |              | 6,415   |  
|Cash and cash equivalents at beginning of period    |  |                                |       |          |  |              |       |             |  |       | 4,535   |   |  |         |        |   |  |              | 4,535   |  
|                                                    |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |         |   |  |              |         |  
|Cash and cash equivalents at end of period          |  | £                              | 989    |          |  | £            | 70     |             |  | £     | 9,891   |   |  | £       |        |   |  | £            | 10,950  |  
|                                                    |  |                                |        |          |  |              |        |             |  |       |         |   |  |         |         |   |  |              |         |  

|                                                    |  |                 |    |          |  |              |    |             |  |       |        |  |  |         |   |  |  |              |        | 
|--------------------------------------------------- |  | --------------- | -- | -------- |  | ------------ | -- | ----------- |  | ----- | ------ |  |  | ------- | - |  |  | ------------ | ------ | 
|                                                    |  | January 1, 2003
|                                                    |  |                
|                                                    |  |                 |    |          |  |              |    |             |  |       |        |  |  |         |   |  |  | Consolidated
|                                                    |  | Diamond         |    | Diamond  |  |              |    |             |  |       |        |  |  | Diamond
|Statements of cash flows                            |  | Cable           |    | Holdings |  | Subsidiaries |    | Adjustments |  | Cable
|                                                    |  |                 |    |          |  |              |    |             |  |      
|Net cash (used in) provided by
operating activities |  | £               |   |          |  | £            |   |             |  | £     |       |  |  | £       |  |  |  | £            |       | 
|Investing activities:                               |  |                 |    |          |  |              |    |             |  |       |        |  |  |         |   |  |  |              |        | 
|Net cash provided by (used in)
investing activities |  |                 |   |          |  |              |   |             |  |       |       |  |  |         |  |  |  |              |       | 
|Financing activities:                               |  |                 |    |          |  |              |    |             |  |       |        |  |  |         |   |  |  |              |        | 
|Net cash provided by (used in)
financing activities |  |                 |   |          |  |              |   |             |  |       |       |  |  |         |  |  |  |              |       | 
|                                                    |  |                 |    |          |  |              |    |             |  |       |        |  |  |         |   |  |  |              |        | 
|(Decrease) increase in cash                         |  |                 |   |          |  |              |   |             |  |       |       |  |  |         |  |  |  |              |       | 
|Cash and cash equivalents at beginning of period    |  |                 | 70 |          |  |              | 70 |             |  |       | 12,028 |  |  |         |  |  |  |              | 12,168 | 
|                                                    |  |                 |    |          |  |              |    |             |  |       |        |  |  |         |   |  |  |              |        | 
|Cash and cash equivalents at end of period          |  | £               | 70 |          |  | £            | 70 |             |  | £     | 12,028 |  |  | £       |  |  |  | £            | 12,168 | 
|                                                    |  |                 |    |          |  |              |    |             |  |       |        |  |  |         |   |  |  |              |        | 

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




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

Overview

We are a holding company that holds all of the shares of various companies
that operate broadband communications networks for telephone, cable television
and Internet services in the United Kingdom. We hold these shares through an
intermediate holding company, Diamond Holdings Limited (Diamond Holdings).

NTLs Completed Restructuring

We are a wholly owned subsidiary of NTL Incorporated. On May 8, 2002, NTL
Incorporated (then known as NTL Communications Corp.), NTL Europe, Inc. (then
known as NTL Incorporated and the former parent company of NTL Communications
Corp.) and certain of their subsidiaries, including us and Diamond Holdings,
filed a pre-arranged joint reorganization plan under Chapter 11 of the U.S. Bankruptcy Code. Our operating
subsidiaries were not included in the Chapter 11 filing, nor were the other
operating subsidiaries of NTL Incorporated and NTL Europe, Inc. Also on May 8,
2002, Diamond Holdings and we filed proceedings for Administration in England.
The Plan became effective on January 10, 2003, at which time NTL Incorporated,
our parent company, Diamond Holdings and we, emerged from Chapter 11
reorganization and administration.

Pursuant to the Plan, the entity formerly known as NTL Incorporated and
its subsidiaries and affiliates were split into two separate groups, and NTL
Incorporated and NTL Europe, Inc. each emerged as independent public companies.
The entity formerly known as NTL Communications Corp. was renamed NTL
Incorporated and became the holding company for the former NTL groups
principal UK and Ireland assets. Prior to consummation of the Plan, our parent
company, then known as NTL Communications Corp., was a wholly-owned subsidiary
of the entity then known as NTL Incorporated, which, pursuant to the Plan, was
renamed NTL Europe, Inc. and which became the holding company for the former
NTL groups continental European and certain other assets. We are no longer
affiliated with NTL Europe, Inc.

Upon consummation of the Plan on January 10, 2003:

       our 13-1/4% Senior Discount Notes due 2004, 11-3/4% Senior Discount
Notes due 2005 and 10-3/4% Senior Discount Notes due 2007 were acquired by NTL
Incorporated and the former holders of these Senior Discount Notes were issued
shares of common stock of NTL Incorporated. Subsequently on February 4, 2003,
we were released from any further obligations to pay interest and/or principal
on such notes;

       the Senior Notes issued by Diamond Holdings were reinstated and
accrued interest due but not paid on August 1, 2002 was paid (with accrued
interest thereon); and

       our 30% Loan Notes were cancelled in exchange for the issuance to
NTL Incorporated of one of our ordinary shares.

Background of Restructuring

Both the equity and debt capital markets experienced periods of
significant volatility in 2001 and 2002, particularly for securities issued by
telecommunications and technology companies. As a result, the ability of our
former ultimate parent company, then known as NTL Incorporated (now NTL Europe,
Inc.) and its subsidiaries, including us, to access those markets as well as
its ability to obtain financing from its bank lenders and equipment suppliers
became severely restricted. In addition, the former NTL Incorporated and its
subsidiaries, including us, had no further funds available, or were unable to
draw upon funds under their credit facilities. As a result of these factors,
together with its substantial leverage, on January 31, 2002, the former NTL
Incorporated announced that it had appointed professional advisors to advise on
strategic and recapitalization alternatives to strengthen its balance sheet,
reduce debt and put an appropriate capital structure in place for its business.

19



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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities, in March 2002, the former NTL Incorporated commenced
negotiations with a steering committee of the unofficial committee of its
bondholders and the committees legal and financial advisors.

The former NTL Incorporated and its subsidiaries, including us, failed to
make interest payments on some of our and their outstanding notes starting on
April 1, 2002. The former NTL Incorporated also failed to declare or pay
dividends on certain series of its outstanding preferred stock, due to a lack
of available surplus under Delaware law.

On April 16, 2002, the former NTL Incorporated announced that it and the
unofficial committee of its public bondholders had reached an agreement in
principle on a comprehensive recapitalization of the former NTL group. To
implement the proposed recapitalization plan, on May 8, 2002, we, Diamond
Holdings, our current parent company then known as NTL Communications Corp.
(now NTL Incorporated), the former NTL Incorporated and another of its
subsidiaries (collectively referred to in this report as the Debtors)
filed cases and a pre-arranged joint reorganization plan under Chapter 11 of
the U.S. Bankruptcy Code. In connection with the filing, some members of the
unofficial creditors committee of bondholders entered into a credit facility
agreement (referred to as the DIP facility) committing to provide a
wholly-owned subsidiary of the current NTL Incorporated with up to $500 million
in new debt financing (NTL (Delaware), Inc committed to provide up to an
additional $130 million under the DIP facility).

As a result of the payment defaults as well as the voluntary filing under
Chapter 11 by the Debtors on May 8, 2002, there was an event of default under
all of the former NTL Incorporated and its subsidiaries credit facilities and
the indentures governing all of their publicly traded debt, including the notes
issued by us and Diamond Holdings, other than debt of NTL (Triangle) LLC.

The Bankruptcy Court confirmed the Plan on September 5, 2002. During the
fall of 2002, the former NTL Incorporated negotiated with a group of lenders to
enter into a new financing arrangement to repay the DIP facility, to repay
certain obligations and to provide liquidity to the current NTL Incorporated
and its subsidiaries, including us. The Plan became effective on January 10,
2003 (referred to as the Effective Date), at which time the Debtors emerged
from Chapter 11 reorganization. In connection with its emergence from Chapter
11 reorganization, the current NTL Incorporated and certain of its subsidiaries
issued $558.249 million aggregate principal face amount of 19% Senior Secured
Notes due 2010 (the Exit Notes) on January 10, 2003. Initial purchasers of the
Exit Notes also purchased 500,000 shares of the current NTL Incorporateds
common stock on that date. The gross proceeds from the sale of the Exit Notes
and such shares totaled $500 million. The proceeds were used in part to repay
all amounts outstanding under the DIP facility (which was repaid on the
Effective Date) and to purchase from NTL (Delaware), Inc a £90 million note of
NTL (UK) Group Inc. and to repay certain other obligations. Also on January 10,
2003, the current NTL Incorporated and its lending banks amended its existing
credit facilities.

Liquidity and Capital Resources

We have historically incurred operating losses and negative operating cash
flow. In addition, we required and expect to continue to require significant
amounts of capital to finance construction of our networks, connection of
customers to the networks, other capital expenditures and for working capital
needs including debt service requirements. We are reliant upon the
support of NTL and its subsidiaries to continue our operations.

Although
we currently expect that our cash from operations will be sufficient to
fund our working capital including our capital expenditures and debt service
requirements in the twelve months from July 1, 2003 to
June 30, 2004, we expect to require additional cash owing to the
timing of our cash flows. We believe that cash and cash equivalents
on hand at June 30, 2003 and cash from NTL Incorporated will be
sufficient for our cash requirements during the twelve months from
July 1, 2003 to June 30, 2004.

Over the long term, we will continue to require cash to fund our
operations, service or repay our remaining debt and implement our strategy. In
order to fund these requirements, we anticipate that we will use cash flow from
our operations and may also need to issue additional debt or equity securities
or may need to secure additional bank financing. Given the restrictions on
incurring additional debt that are in the indentures governing our outstanding
notes, there can be no assurance that these sources of funds will be available
to us.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Description of Indebtedness



| |                                      
| | -------------------------------------
| | Loan Note payable to NTL Incorporated

On March 31, 2003, we entered into a loan agreement with NTL under which
£10.0 million had been borrowed on April 2, 2003. On
July 31, 2003, we borrowed a further $16 million. Interest is payable on any
and all outstanding principal amounts from time to time from and including the
date of the initial borrowing until such principal amounts are paid in full.
The initial interest rate is 8.0% or such other rate as may be agreed from time
to time. The outstanding principal and accrued and unpaid interest are payable
upon demand, but subordinated to the Diamond Holdings' Senior Notes.
NTL has indicated that it does not intend to demand payment on the
loan agreement prior to July 1, 2004.

Diamond Holdings Senior Notes

In February 1998, Diamond Holdings issued 10% Senior Notes due February 1,
2008 and 9 1/8% Senior Notes due February 1, 2008 (collectively, the Senior
Notes). We have guaranteed the Senior Notes as to payment of principal,
interest and any other amounts due. In connection with the issuance of the
Senior Notes, we terminated our existing bank facility. The Senior Notes are
redeemable at Diamond Holdings option on or after February 1, 2003.

As of June 30, 2003, Diamond Holdings has £135.0 million in principal
amount of its 10% Senior Notes due February 1, 2008 and $110.0 million in
principal amount of its 9 1/8% Senior Notes due February 1, 2008 outstanding.
Interest on these notes is payable semiannually on February 1 and August 1. The
Senior Notes are redeemable at Diamond Holdings option on or after February 1,
2003.

Upon consummation of the Plan on January 10, 2003, the Senior Notes were
reinstated and accrued interest due but not paid on August 1, 2002 was paid
(with accrued interest thereon).

Contractual Obligations and Commercial Commitments

We had no significant commercial commitments as of June 30, 2003.

The following table includes aggregate information about our contractual
obligations as of June 30, 2003 and the periods in which
payments are due. The following table excludes the repayment of the
loan note payable to NTL of £10.0 million as of
June 30, 2003 because the loan note does not have a definite due
date.

|                                   |  |       |       |        |  |                        |     |           |  |         |     |  |  |   |       |       |  |   |     | 
|---------------------------------- |  | ----- | ----- | ------ |  | ---------------------- | --- | --------- |  | ------- | --- |  |  | - | ----- | ----- |  | - | --- | 
|                                   |  |       |       |        |  | Payments due by period
|                                   |  |       |       |        |  |                       
|                                   |  |       |       |        |  | Less than              |     |           |  |         |     |  |  |   |       | After
|Contractual obligations            |  | Total |       | 1 year |  | 1-3 years              |     | 4-5 years |  | 5 years
|                                   |  |       |       |        |  |                        |     |           |  |        
|Long-term debt                     |  | £     | 203.4 |        |  | £                      | 0.3 |           |  | £       | 0.5 |  |  | £ | 202.0 |       |  | £ | 0.6 | 
|Capital lease obligations          |  |       |      |        |  |                        |    |           |  |         |    |  |  |   |      |       |  |   |    | 
|Operating leases                   |  |       |      |        |  |                        |    |           |  |         |    |  |  |   |      |       |  |   |    | 
|Unconditional purchase obligations |  |       |      |        |  |                        |    |           |  |         |    |  |  |   |      |       |  |   |    | 
|Other long-term obligations        |  |       |      |        |  |                        |    |           |  |         |    |  |  |   |      |       |  |   |    | 
|                                   |  |       |       |        |  |                        |     |           |  |         |     |  |  |   |       |       |  |   |     | 
|Total contractual cash obligations |  | £     | 203.4 |        |  | £                      | 0.3 |           |  | £       | 0.5 |  |  | £ | 202.0 |       |  | £ | 0.6 | 
|                                   |  |       |       |        |  |                        |     |           |  |         |     |  |  |   |       |       |  |   |     | 

Condensed Consolidated Statements of Cash Flows

We used £12.9 million in cash for our operating activities in the six
months ended June 30, 2003. This was principally owing to the payment that we
made on emergence from Chapter 11 of the outstanding interest due August 1,
2002, on Diamond Holdings Senior Notes. This interest had accrued from
February 1, 2002.

In the six months ended June 30, 2003, we spent £9.0 million on fixed
asset purchases and construction. We will continue to minimize purchases of
fixed assets in 2003 in an effort to conserve cash.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

In the six months ended June 30, 2003, we received £10 million from NTL
Incorporated. We also made payments on our mortgage loan of £0.1 million as
and when they fell due. In the prior period, we received £13 million from our
parent company and made payments totaling £0.2 million on our mortgage loan and
capital leases.

Selected Operating Data

We set forth in the following table certain data concerning our franchises
at June 30, 2003 and December 31, 2002:

|                                 |  |          |         |              |  |  |         |  
|-------------------------------- |  | -------- | ------- | ------------ |  |  | ------- | -
|                                 |  | June 30, |         | December
31,
|                                 |  | 2003     |         | 2002        
|                                 |  |          |         |             
|Homes passed (1)                 |  |          | 794,000 |              |  |  | 794,000 |  
|Homes marketed (2)               |  |          | 697,544 |              |  |  | 712,600 |  
|Total customers (4)              |  |          | 338,057 |              |  |  | 331,553 |  
|Digital cable subscribers        |  |          | 112,153 |              |  |  | 107,877 |  
|Analog cable subscribers         |  |          | 78,413  |              |  |  | 87,819  |  
|Broadband internet subscribers   |  |          | 114,937 |              |  |  | 75,826  |  
|Dial-up internet subscribers     |  |          | 68,559  |              |  |  | 80,198  |  
|Telephone subscribers            |  |          | 313,478 |              |  |  | 309,462 |  
|Penetration (homes marketed) (3) |  |          | 48.5    | %            |  |  | 46.5    | %
|Annualized Churn                 |  |          | 12.6    | %            |  |  | 15.6    | %



|1. |  | Homes passed is the number of homes that have had ducting buried outside.                                                                                                                                             
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Homes marketed is the number of homes for which the initial marketing
phase (including door to door direct marketing) has been completed. Homes
marketed at June 30, 2003 reflects an ongoing data cleansing exercise.
|  
|3. |  | Penetration rate is calculated by dividing the number of total customers
by the number of homes marketed.                                                                                                             
|  
|4. |  | Total customers at December 31, 2002 have been restated to include Master
Antenna Television (MATV) customers.                                                                                                        

Results of Operations

We provide a broad range of telecommunication services, including
telephony, analog and digital television, Internet access and interactive
services. We derive our revenue principally from monthly fees and usage
charges. Our packaging and pricing are designed to encourage our customers to
use multiple services such as dual telephone and broadband, dual telephone and
television or triple telephone, television and Internet access.

The principal components of our expenses include (1) costs to connect our
network to other networks (referred to as interconnection); (2) television
programming costs; (3) payroll and other employee related costs; (4) repairs
and maintenance; (5) facility related costs, such as rent, utilities and rates;
(6) marketing and selling costs; and (7) provisions for
doubtful accounts. A significant portion of our operating costs and
all of our selling, general and administrative expenses are charged to us by a
subsidiary of NTL. These charges include costs for the
provision of network services and support, the use of NTLs national backbone
telephony network for carriage of our telephony traffic, as well as the
provision of technical infrastructure and network capacity by NTL for our
subscription Internet service and digital cable services, the provision of
corporate services, including finance, legal, human resources and facility
services, and for the provision of IT services, including our use of the
related IT equipment.

We continue to focus on improving our customer service and increasing our
service offering to customers in an effort to curtail and control churn. NTL is
in the process of integrating its various billing systems and customer
databases in an effort

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

to improve one of the main tools they use to provide customer service.
This effort is at a relatively early stage although they
have continued to make progress through June 30, 2003. Although the new
system does not yet support NTLs full suite of services, NTL expects to
complete the project substantially by the third quarter of 2004. The total
project cost is estimated to be approximately £75.0 million, of which NTL has
incurred £36.6 million through June 30, 2003. NTL cannot be certain that this
project will be successful. If the full integration is not successful, we could
experience an adverse effect on our customer service, our churn rate and our
share of the costs of maintaining these systems going forward. We could also
experience operational failures related to billing and collecting revenue from
our customers, which, depending upon on the severity of the failure, could have
a material adverse effect on our business.

Our plan
to control churn and to increase average revenue per customer
(referred to as ARPU) includes an increase in broadband services to our
existing customers. We believe that our triple play offering of telephony,
broadband access to the Internet and digital television will continue to prove
attractive to our existing customer base, which will result in higher ARPU as
revenues per existing customer increase. However, there is still significant
competition in our markets, through digital satellite and digital terrestrial
television and through alternative Internet access media, such as DSL offered
by BT. If in the future we are unable to charge the prices for these services
that we anticipate in our business plan in response to competition or if our
competition is able to attract our customers, our results of operations will be
adversely affected.

On May 8, 2002, Diamond Holdings and we filed a prearranged joint
reorganization plan (the Plan) under Chapter 11 of Title 11 of the US
Bankruptcy Code. We filed jointly with NTL Incorporated, NTL (Delaware), Inc.,
NTL Communications Corp. and Communications Cable Funding Corp. Also, on May 8,
2002, we filed proceedings for Administration in England. Our operating
subsidiaries were not included on the Chapter 11 filing. The Plan became
effective on January 10, 2003, (the Effective Date) at which time we emerged
from Chapter 11 reorganization and administration.

We operated our business as a debtor-in-possession subject to the
jurisdiction of the Bankruptcy Court during the period from May 8, 2002 until
January 10, 2003. Accordingly, our consolidated financial statements for
periods prior to our emergence from Chapter 11 reorganization were prepared in
accordance with the American Institute of Certified Public Accountants
Statement of Position 90-7, Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code (SOP 90-7). In addition, we adopted fresh-start
reporting upon our emergence from Chapter 11 reorganization in accordance with
SOP 90-7. For financial reporting purposes, the effects of the consummation of
the Plan as well as adjustments for fresh-start reporting have been recorded in
the accompanying unaudited condensed consolidated financial statements as of
January 1, 2003.

The emergence from Chapter 11 and the adoption of fresh-start reporting as
of January 1, 2003 resulted in the following items of income (expense) that
were recognized on that date (in £000s):

|                                         |  |             |          |  
|---------------------------------------- |  | ----------- | -------- | -
|                                         |  | January 1, 
|                                         |  | 2003       
|                                         |  |            
|                                         |  | Predecessor
|                                         |  | company    
|                                         |  |            
|Interest expense to affiliate            |  | (£          | 59,850   | )
|Fresh-start adoption - intangible assets |  |             | 78,860   |  
|Fresh-start adoption - long-term debt    |  |             | 723,533  |  
|Fresh-start adoption - fixed assets      |  |             | (113,965 | )
|                                         |  |             |          |  
|Net income                               |  | £           | 628,578  |  
|                                         |  |             |          |  

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Three months ended June 30, 2003 and 2002

We present below summarized consolidated financial information for the
three months ended June 30, (in £000s, NM denotes percentage is not
meaningful):

|                                             |  |                    |         |                     |  |   |         |   |  |  |         |   |  |  |        |  
|-------------------------------------------- |  | ------------------ | ------- | ------------------- |  | - | ------- | - |  |  | ------- | - |  |  | ------ | -
|                                             |  | Three months ended |         |                     |  |   |         |   |  | 
|                                             |  | June 30,           |         | Increase (decrease)
|                                             |  |                    |         |                    
|                                             |  | 2003               |         | 2002                |  | £ |         | %
|                                             |  |                    |         |                     |  |   |         |  
|Revenues                                     |  | £                  | 46,265  |                     |  | £ | 43,666  |   |  |  | 2,599   |   |  |  | 6.0    |  
|Operating costs                              |  |                    | (20,423 | )                   |  |   | (22,203 | ) |  |  | (1,780  | ) |  |  | (8.0   | )
|Selling, general and administrative expenses |  |                    | (14,814 | )                   |  |   | (13,566 | ) |  |  | 1,248   |   |  |  | 9.2    |  
|Other charges                                |  |                    | (647    | )                   |  |   | (23     | ) |  |  | 624     |   |  |  | NM     |  
|Depreciation and amortization                |  |                    | (14,713 | )                   |  |   | (15,385 | ) |  |  | (672    | ) |  |  | (4.4   | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |         |   |  |  |        |  
|Operating loss                               |  |                    | (4,332  | )                   |  |   | (7,511  | ) |  |  | (3,179  | ) |  |  | (42.3  | )
|Interest expense                             |  |                    | (7,453  | )                   |  |   | (16,681 | ) |  |  | (9,228  | ) |  |  | (55.3  | )
|Interest expense to affiliate                |  |                    | (198    | )                   |  |   |        |   |  |  | 198     |   |  |  | NM     |  
|Interest income                              |  |                    | 15      |                     |  |   | 86      |   |  |  | (71     | ) |  |  | (82.6  | )
|Exchange gains                               |  |                    | 2,323   |                     |  |   | 64,336  |   |  |  | (62,013 | ) |  |  | (96.4  | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |         |   |  |  |        |  
|Net (loss) income                            |  |                    | (£9,645 | )                   |  | £ | 40,230  |   |  |  | (49,875 | ) |  |  | (124.0 | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |         |   |  |  |        |  

Between 2002 and 2003 we have introduced a number of price increases
including the introduction of charges for our dial-up internet service (which
was previously available without charge) resulting in an improvement in our
revenues. Furthermore, we have sold additional services to our existing
customers and gained more broadband subscribers. We expect revenue increases
in the future to be achieved by further growth in services such as digital
television and broadband services.

Over the respective periods, we have seen a reduction in our operating
costs. We have benefited from the efficiencies that NTL has gained in the
network and negotiated reductions in the costs of interconnection and
television programming. Our operating costs include certain costs that are
charged by a subsidiary of NTL for the provision of network services and
support, the use of NTLs national backbone telephony network for carriage of
our telephony traffic, as well as the provision of technical infrastructure and
network capacity by NTL for our subscription Internet service and digital cable
services. In the three months ended June 30, 2003 and 2002, we were charged
£8.8 million and £10.1 million, respectively for these services.

Our selling, general and administrative expenses include certain costs
that are charged by a subsidiary of NTL for the provision of corporate
services, including finance, legal, human resources and facility services, and
for the provision of IT services, including our use of the related IT
equipment. In the three months ended June 30, 2003 and 2002, we were charged
£14.8 million and £13.6 million, respectively, for these services.

Other charges of £647,000 in 2003 were allocated to us by a subsidiary of
NTL and include employee severance and related costs.

In accordance with SOP 90-7, we adopted fresh-start reporting on January
1, 2003. We engaged an independent financial advisor to assist in the
determination of the reorganization value (or fair value) of our assets. This
determination resulted in the fresh-start reporting adjustments to write-down
fixed assets and write-up intangible assets to their fair values.
Consequently, depreciation is charged on the revised fair value of the fixed
assets over the remaining useful economic life at January 1, 2003. In
addition, we are amortizing the fair value of our customer lists over
approximately five years.

Interest expense in the current period represents
the interest we incur on Diamond Holdings Senior Notes, our
mortgage loan and the amortization of the difference between the
principal amount of the Senior Notes and their fair value adopted on
January 1, 2003. On emergence from Chapter 11, NTL
Incorporated acquired our outstanding Discount Notes and subsequently
released us from any further obligation to pay interest and/or
principal on February 4, 2003. Accordingly, we recorded no
interest on our Discount Notes in the three months ended June 30, 2003. In the comparative period, interest expense
includes interest on our Discount Notes to May 8, 2002. In
accordance with the Plan and SOP 90-7, beginning May 8,
2002 we discontinued accruing interest on our Discount Notes. Pursuant
to SOP 90-7, interest expense is included in the results of
operations only to the extent that it will be paid during the
proceedings or that it is probable that it will be an allowed
priority, secured or unsecured claim.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

A substantial portion of our existing debt obligations are denominated in
U.S. dollars, while our revenues and expenses are generated and stated in UK
pounds sterling. During the three months ended June 30, 2003 and 2002, we recognized
net foreign exchange gains of £2.3 million and £64.3 million, respectively,
primarily owing to the unrealized gains on translation of our Discount Notes
and Diamond Holdings Senior Notes. Changes in foreign currency exchange rates may affect our
ability to satisfy our obligations under these debt instruments as they become
due.

Six months ended June 30, 2003 and 2002

We present below summarized consolidated financial information for the six
months ended June 30, (in £000s, NM denotes percentage is not meaningful):

|                                             |  |                  |         |                     |  |    |         |   |  |  |         |   |  |  |       |  
|-------------------------------------------- |  | ---------------- | ------- | ------------------- |  | -- | ------- | - |  |  | ------- | - |  |  | ----- | -
|                                             |  | Six months ended |         |                     |  |    |         |   |  | 
|                                             |  | June 30,         |         | Increase (decrease)
|                                             |  |                  |         |                    
|                                             |  | 2003             |         | 2002                |  | £  |         | %
|                                             |  |                  |         |                     |  |    |         |  
|Revenues                                     |  | £                | 91,455  |                     |  | £  | 90,196  |   |  |  | 1,259   |   |  |  | 1.4   |  
|Operating costs                              |  |                  | (41,137 | )                   |  |    | (44,936 | ) |  |  | (3,799  | ) |  |  | (8.5  | )
|Selling, general and administrative expenses |  |                  | (29,005 | )                   |  |    | (28,389 | ) |  |  | 616     |   |  |  | 2.2   |  
|Other charges                                |  |                  | (778    | )                   |  |    | (30     | ) |  |  | 748     |   |  |  | NM    |  
|Depreciation and amortization                |  |                  | (29,126 | )                   |  |    | (31,065 | ) |  |  | (1,939  | ) |  |  | (6.2  | )
|                                             |  |                  |         |                     |  |    |         |   |  |  |         |   |  |  |       |  
|Operating loss                               |  |                  | (8,591  | )                   |  |    | (14,224 | ) |  |  | (5,633  | ) |  |  | (39.6 | )
|Interest expense                             |  |                  | (14,956 | )                   |  |    | (47,978 | ) |  |  | (33,022 | ) |  |  | (68.8 | )
|Interest expense to affiliate                |  |                  | (29,479 | )                   |  |    |        |   |  |  | 29,479  |   |  |  | NM    |  
|Interest income                              |  |                  | 65      |                     |  |    | 181     |   |  |  | (116    | ) |  |  | (64.1 | )
|Exchange gains                               |  |                  | 6,109   |                     |  |    | 43,397  |   |  |  | (37,288 | ) |  |  | (85.9 | )
|                                             |  |                  |         |                     |  |    |         |   |  |  |         |   |  |  |       |  
|Net loss                                     |  | (£               | 46,852  | )                   |  | (£ | 18,624  | ) |  |  | 28,228  |   |  |  | 151.6 |  
|                                             |  |                  |         |                     |  |    |         |   |  |  |         |   |  |  |       |  

Between 2002 and 2003 we have introduced a number of price increases
including the introduction of charges for our dial-up internet service (which
was previously available without charge) resulting in an improvement in our
revenues. Furthermore, we have sold additional services to our existing
customers and gained more broadband subscribers. We expect revenue increases
in the future to be achieved by further growth in services such as digital
television and broadband services.

Over the respective periods, we have seen a reduction in our operating
costs. We have benefited from the efficiencies that NTL has gained in the
network and negotiated reductions in the costs of interconnection and
television programming. Our operating costs include certain costs that are
charged by a subsidiary of NTL for the provision of network services and
support, the use of NTLs national backbone telephony network for carriage of
our telephony traffic, as well as the provision of technical infrastructure and
network capacity by NTL for our subscription Internet service and digital cable
services. In the six months ended June 30, 2003 and 2002, we were charged £17.5
million and £19.7 million, respectively for these services.

Our selling, general and administrative expenses include certain costs
that are charged by a subsidiary of NTL for the provision of corporate
services, including finance, legal, human resources and facility services, and
for the provision of IT services, including our use of the related IT
equipment. In the six months ended June 30, 2003 and 2002, we were charged
£29.0 million and £28.4 million, respectively, for these services.

Other charges of £778,000 in 2003 were allocated to us by a subsidiary of
NTL and include employee severance and related costs.

In accordance with SOP 90-7, we adopted fresh-start reporting on January
1, 2003. We engaged an independent financial advisor to assist in the
determination of the reorganization value (or fair value) of our assets. This
determination resulted in the fresh-start reporting adjustments to write-down
fixed assets and write-up intangible assets to their fair values.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Consequently, depreciation is charged on the revised fair value of the
fixed assets over the remaining useful economic life at January 1, 2003. In
addition, we are amortizing the fair value of our customer lists over
approximately five years.

Interest
expense in the current period represents the interest we incur on
Diamond Holdings Senior Notes, our mortgage loan and the
amortization of the difference between the principal amount of the
Senior Notes and their fair value adopted on January 1, 2003. On
emergence from Chapter 11, NTL Incorporated acquired our
outstanding Discount Notes and subsequently released us from any
further obligation to pay interest and/or principal on
February 4, 2003. Accordingly, we have included interest to
February 4, 2003 on our Discount Notes and amortization of the
difference between the principal amount of our Discount Notes and
their fair value adopted on January 1, 2003 within interest
payable to affiliates in the six months ended June 30, 2003. In
the comparative period, interest expense includes interest on our
Discount Notes to May 8, 2002. In accordance with the Plan and
SOP 90-7, beginning May 8, 2002 we discontinued accruing
interest on our Discount Notes. Pursuant to SOP 90-7, interest
expense is included in the results of operations only to the extent
that it will be paid during the proceedings or that it is probable
that it will be an allowed priority, secured or unsecured claim.

A substantial portion of our existing debt obligations are denominated in
U.S. dollars, while our revenues and expenses are generated and stated in UK
pounds sterling. During the six months ended June 30, 2003 and 2002, we recognized
net foreign exchange gains of £6.1 million and £43.4 million, respectively,
primarily owing to the unrealized gains on translation of our Discount Notes
and Diamond Holdings Senior Notes. Changes in foreign currency exchange rates may affect our
ability to satisfy our obligations under these debt instruments as they become
due.

Recent Accounting Pronouncements

In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement is effective
for contracts entered into or modified after June 30, 2003. The adoption of
this statement is not expected to have a significant effect on our results of
operations, financial condition or cash flows.

In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46), which requires
variable interest entities to be consolidated by the primary beneficiary of the
entity if certain criteria are met. FIN 46 is effective immediately for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 become effective for us during the third quarter of 2003.
At June 30, 2003, we have no unconsolidated affiliates.
Therefore, we do not expect the effectiveness of FIN 46 to impact our
financial statements.

In November 2002, the Emerging Issues Task Force reached a consensus on
EITF No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF
00-21). EITF 00-21 provides guidance on how to account for arrangements that
involve the delivery or performance of multiple products, services and/or
rights to use assets. The provisions of EITF 00-21 will apply to revenue
arrangements entered into in fiscal periods beginning after June 15, 2003. The
adoption of EITF 00-21 is not expected to have a significant effect on our
results of operations, financial condition or cash flows.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 replaced EITF Issue
No. 94-3 Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 requires that a liability for costs associated
with an exit or disposal activity is recognized when the liability is incurred.
Under Issue No. 94-3, a liability for an exit cost as defined is recognized at
the date of a commitment to an exit or disposal plan. SFAS No. 146 is effective
for exit or disposal activities that are initiated after December 31, 2002. The
adoption of this standard did not have a significant effect on the results of
our operations, financial condition or cash flows.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, effective for us on January 1, 2003. This Statement
addresses financial accounting and reporting for obligations associated with
the retirement of tangible fixed assets and the associated asset retirement
costs. The adoption of this standard did not have a significant effect on our
results of operations, financial condition or cash flows.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

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 our actual results, performance
or achievements, 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, among
others, those set forth under the caption Risk Factors in this Form 10-Q as
well as: the impact of our organizational restructuring and integration
actions; our ability to maintain contracts that are critical to our operations;
potential adverse developments with respect to our liquidity or results of
operations; our ability to fund and execute our business plan; our ability to
attract, retain and compensate key executives and associates; our ability to
attract and retain customers; general economic and business conditions;
technological developments; our 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; 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 interest rate and currency
exchange rate fluctuations. We assume no obligation to update the
forward-looking statements contained herein to reflect actual results, changes
in assumptions or changes in factors affecting such statements.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. Since 1998, we have not entered into
derivative financial instruments.

Foreign Exchange Risk

The principal form of market risk to which we are exposed is foreign
exchange rate risk. Diamond Holdings Senior Notes, which constitute a
substantial portion of our existing debt obligations, are denominated in U.S.
dollars, while our revenues are generated and stated in UK pounds sterling. In
the future, we may from time to time enter into foreign currency contracts
based on our assessment of foreign currency market conditions and its effect on
our operations and financial condition. Changes in currency exchange rates may
have a material effect on the results of our operations and our ability to
satisfy our obligations, including obligations under outstanding debt
instruments, as they become due.

Interest Rate Risk

We are exposed to interest rate risk on the fair market value of our
long-term fixed interest rate debt. Generally, the fair market value of fixed
interest rate debt will increase as interest rates fall and decrease as
interest rates rise. In the following table, fair values were determined from
quoted market prices.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

The following table provides information as of June 30, 2003 about our
long-term fixed interest rate debt that is sensitive to changes in interest
rates and foreign currency exchange rates.

Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rate

|                                         |                               |  |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   |       |   |  |  |   |  |  |   |       |  |  |   |       | 
|---------------------------------------- | ----------------------------- |  | ------------------- | - | ---- |  | ---- | - | ---------- |  | ---- | - | ---------- |  | ----- | - | ---- |  | - | ----- | - |  |  | - |  |  | - | ----- |  |  | - | ----- | 
|                                         |                               |  | Year ended June 30, |   |      |  |      |   | Fair value
|                                         |                               |  |                     |   |      |  |      |   | June 30,  
|                                         |                               |  | 2004                |   | 2005 |  | 2006 |   | 2007       |  | 2008 |   | Thereafter |  | Total |   | 2003
|                                         |                               |  |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |     
|Long-term debt including
current portion |                               |  |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   |       |   |  |  |   |  |  |   |       |  |  |   |      
|US Dollars                               |                               |  |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   |       |   |  |  |   |  |  |   |       |  |  |   |      
|                                         | Fixed rate                    |  |                     |  |      |  |      |  |            |  |      |  |            |  |       |  |      |  | $ | 110.0 |   |  |  |  |  |  | $ | 110.0 |  |  | $ | 101.8 | 
|                                         | Average interest rate         |  |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   | 9.125 | % |  |  |   |  |  |   |       |  |  |   |       | 
|                                         | Average forward exchange rate |  |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   | 0.662 |   |  |  |   |  |  |   |       |  |  |   |       | 
|UK Pound                                 |                               |  |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   |       |   |  |  |   |  |  |   |       |  |  |   |      
|                                         | Fixed rate                    |  |                     |  |      |  |      |  |            |  |      |  |            |  |       |  |      |  | £ | 135.0 |   |  |  |  |  |  | £ | 135.0 |  |  | £ | 124.2 | 
|                                         | Average interest rate         |  |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   | 10.0  | % |  |  |   |  |  |   |       |  |  |   |       | 




ITEM 4. CONTROLS AND PROCEDURES

(a)  Disclosure Controls and Procedures. Our management, with the
participation of the Chief Executive Officer and Chief Financial Officer of NTL
Incorporated*, has evaluated the effectiveness of our disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end
of the period covered by this report. Based on such evaluation, the Chief
Executive Officer and Chief Financial Officer of NTL Incorporated have
concluded that, as of the end of such period, our disclosure controls and
procedures are effective in recording, processing, summarizing and reporting,
on a timely basis, information required to be disclosed by us in the reports
that we file or submit under the Exchange Act.

(b)  Internal Control over Financial Reporting. There have not been any
changes in our internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

*    We have no Chief Executive Officer or Chief Financial Officer.
Barclay Knapp and Scott E. Schubert are our directors, and are the Chief
Executive Officer and Chief Financial Officer, respectively, of NTL
Incorporated, our parent company.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

RISK FACTORS

We are a wholly-owned subsidiary of NTL Incorporated and are highly
dependent upon NTL Incorporated and its subsidiaries. Accordingly, many of the
following risk factors relate to NTL as a whole and, therefore, could have
serious implications for us.

We have historically relied on NTL and its subsidiaries to meet our
funding needs. NTLs business is capital intensive and it has historically
incurred losses and generated negative cash flows and there can be no assurance
that NTL will be profitable in the future or that it will have sufficient
liquidity to meet our cash flow needs, fund its working capital and capital
expenditures and to meet its obligations under its existing debt instruments.

We are an intermediate holding company with no independent operations or
significant assets other than investments in and advances to our subsidiaries.
We may not generate sufficient cash flow from our operations to fund our
operational expenses and interest payments. We may have to meet our cash
requirements through debt or equity from NTL Incorporated and other
subsidiaries of NTL Incorporated. Thus, we are dependent on NTLs financial
health for our own.

NTLs business is very capital intensive and has always required
significant amounts of cash. Historically, construction, operating expenditures
and interest costs have resulted in negative cash flow. NTL has also incurred
and expects to continue to incur substantial losses. NTL cannot be certain that
it will achieve or sustain profitability in the future. Failure to achieve
profitability could diminish NTLs ability to meet our cash flow needs, sustain
operations, meet financial covenants, obtain additional required funds and make
required payments on any indebtedness it has incurred or may incur.

NTL had net losses for the six months ended June 30, 2003 of $537.2
million, and for the years ended December 31:



| |  |  | 2002: $2,375.8 million                                                            
| | - |  | ----------------------------------------------------------------------------------
|
| |  |  | 2001: $11,837.0 million (including an asset impairment charge of $8,160.6 million)
|
| |  |  | 2000: $2,388.1 million                                                            
|
| |  |  | 1999: $716.5 million                                                              
|
| |  |  | 1998: $534.6 million                                                              

As of December 31, 2002, NTLs accumulated deficit was $18.6 billion.

Moreover, NTL currently expects that it will require between £5.0 million
and £15.0 million to fund its working capital including debt service and
capital expenditures, net of cash from operations, in the twelve months from
July 1, 2003 to June 30, 2004. NTL believes that its cash and cash equivalents
on hand of $594.0 million as of June 30, 2003 will be sufficient for its cash
requirements during the twelve months from July 1, 2003 to June 30, 2004.

In addition, beginning in 2005, a series of principal payments will come
due on NTLs existing debt instruments as they approach their respective
maturity dates. NTLs ability to make these payments and meet our cash flow
needs and its other ongoing funding requirements is dependent upon a number of
factors, including NTLs existing cash balances, the cash flow generated by its
operating subsidiaries, and its ability to obtain additional financing in the
future. Failure to achieve profitability or maintain or achieve various other
financial performance levels could in the future diminish NTLs ability to meet
our cash flow needs, sustain operations, meet financial covenants, obtain
additional funds, and make required payments on its indebtedness.

We are an intermediate holding company that is dependent upon cash flow
from our subsidiaries to meet our obligations; our ability to access that cash
flow may be limited in some circumstances.

We are an intermediate holding company with no independent operations or
significant assets other than our investments in and advances to our
subsidiaries. We depend, in part, upon the receipt of sufficient funds from our
subsidiaries to meet our obligations. In addition, the terms of existing and
future indebtedness of our subsidiaries and us and the laws of the

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

jurisdictions under which those subsidiaries are organized limit the
payment of dividends, loan repayments and other distributions to us under many
circumstances.

We are operationally completely integrated into NTL and thus are reliant
on NTLs management entirely for our business.

Because we are operated as a fully integrated part of NTL, we are entirely
dependant upon NTLs management to manage our business. Thus, the success or
lack of success of NTLs management team as a whole will be directly correlated
to our success or failure. If there is a material adverse effect on NTLs
business as a whole, it is likely we would experience such a material adverse
effect as well.

NTLs substantial leverage could adversely affect its financial health.

NTL is, and, for the foreseeable future will continue to be, highly
leveraged. As of June 30, 2003, the accreted value of NTLs total long-term
indebtedness less unamortized discount of $6,487.7 million represents 72.3% of
its total capitalization.

NTLs substantial indebtedness, coupled with the relatively high effective
interest rate on its Exit Notes, could adversely affect its financial health
by, among other things:



| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  increasing its vulnerability to adverse changes in general economic
conditions or increases in prevailing interest rates particularly for any
borrowings at variable interest rates,



| |                                                                      
| | ---------------------------------------------------------------------
| |  limiting its ability to obtain additional financing, if needed, and



| |                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  requiring it to dedicate a substantial portion of its cash flow from
operations to service its debt, which reduces the funds available for
operations and future business opportunities.

NTL Incorporated is subject to restrictive debt covenants pursuant to its
indebtedness.

As part of the implementation of the Plan, NTL Incorporated issued
$558.249 million principal amount of Exit Notes to certain of its creditors
under the terms of an indenture. In addition, it amended the terms of its
existing Senior Credit Facility and Working Capital Credit Facility.

The indentures governing NTL Incorporateds outstanding notes, including
its Exit Notes, among other things, significantly restrict and, in some cases,
prohibit its ability and the ability of most of its subsidiaries to:



| |  |  | incur additional debt;                                                               
| | - |  | -------------------------------------------------------------------------------------
|
| |  |  | create or incur liens;                                                               
|
| |  |  | pay dividends or make other equity distributions;                                    
|
| |  |  | purchase or redeem share capital;                                                    
|
| |  |  | create restrictions on the payment of dividends or other amounts
by its subsidiaries;
|
| |  |  | make investments;                                                                    
|
| |  |  | sell assets;                                                                         
|
| |  |  | issue or sell share capital of certain subsidiaries;                                 
|
| |  |  | engage in transactions with affiliates; and                                          
|
| |  |  | effect a merger or consolidation of, or sell all or substantially
all of its assets. 

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Similar restrictive covenants are contained in the Senior Credit Facility
and Working Capital Credit Facility which are applicable to NTL Incorporated
and most of its subsidiaries. In addition, under its credit facilities, NTL
Incorporated and its subsidiaries must comply with certain financial covenants
specifying various financial performance levels that they are required to meet.
In the event they were to fail to meet any of these covenants and were unable
to cure such breach or otherwise renegotiate such covenant, the lenders under
those facilities would have significant rights to seize control of most of
NTLs assets. Such a default, or a breach of any of the other obligations in
the indenture governing the Exit Notes, could also trigger a default under the
Exit Notes.

The covenants in NTL Incorporateds credit facilities and the indentures
governing its outstanding notes and any future debt may significantly restrict
NTLs future operations. Furthermore, upon the occurrence of any event of
default under the indentures governing NTL Incorporateds notes, credit
facilities or the agreements governing any other debt of its subsidiaries, the
lenders could elect to declare all amounts outstanding under such indentures,
credit facilities or agreements, together with accrued interest, to be
immediately due and payable. If those lenders accelerate the payment of those
amounts, there can be no assurance that the assets of NTL Incorporated and its
subsidiaries will be sufficient to repay in full those amounts.

The telecommunications industry is subject to rapid technological changes
and we cannot predict the effect of any changes on our businesses.

The telecommunications industry is subject to rapid and significant
changes in technology and the effect of technological changes on our businesses
cannot be predicted. Our core offerings may become outdated due to
technological breakthroughs rendering our products out of date.

We are subject to significant competition in each of our business areas
and we expect that competition will intensify - if we are unable to compete
successfully, our financial conditions and results of operations could be
adversely affected.

We face significant competition from established and new competitors in
each of our businesses. In particular, in two of our three key lines of
business - telephony and television - the markets are dominated by our
competitors (BT and BSkyB, respectively), who have very large market shares and
generally have less financial and operating constraints than we do. Moreover,
we may also be required to reduce prices if our competitors reduce prices, or
as a result of any other downward pressure on prices for telecommunications
services, which could have an adverse effect on us.

In addition, BSkyB has access to various movie and sports programming
content, with which they create some of the most popular pay TV channels in the
UK. We carry several of those channels on our systems. Although there are
competing channel providers, the position of programming supplier to NTL
undoubtedly is an advantage to BSkyB, not only because the Sky brand is a
feature of our cable TV service, but also because we are dependant upon the
supply of these Sky premium channels allowing BSkyB to influence pricing and
bundling. Thus far, regulators have not disturbed the pricing arrangements
imposed on us by BSkyB.

If we are unable to compete successfully, our financial condition and
results of operations could be adversely affected.

NTL remains subject to the risks of successfully integrating the
acquisitions through which it has historically grown its business. In
particular, NTL is in the process of integrating its various billing and
operation platforms - if it does not complete this integration, NTL could
experience an adverse effect on its customer service, churn rate and operating
costs.

NTL has historically grown its business through acquisitions. This has resulted
in its exposure to the risk of failing to successfully integrate those
acquisitions, in particular, workforce, management, network and systems. A
significant result of NTLs growth through acquisitions is that it has
inherited a variety of distinct billing and customer service systems from
various companies that it has acquired. NTL is in the process of integrating
its various billing systems and customer databases in an effort to improve one
of the main tools it uses to provide customer service; however, it does not as
yet have an integrated billing and operational platform. There can be no
assurance that this integration project will be successful. If the full
integration of NTLs billing and customer service systems is not successful,
NTL could experience an adverse effect on its customer service, churn rate and
costs of maintaining these systems going forward. NTL could also experience
operational

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

failures related to billing and collecting revenue from its customers,
which, depending on the severity of the failure, could have a material adverse
effect on its business.

Moreover, the integration process has involved a number of internal
reorganizations of NTLs business as NTL continues to strive for better
performance. These reorganizations have typically involved, among other things,
the termination of employees made redundant as a result of the process. It is
likely these internal reorganizations have negatively impacted employee morale.
However, the results of the recent employee survey indicated that an increasing
number of employees are proud to work for NTL and would recommend NTL as an
employer. Negative effects on employee morale can have a negative effect on
NTLs operations generally.

One
of NTLs key strategies is to control customer churn. However there can
be no assurance that NTL will successfully accomplish this or that its churn
rate will not increase.

In
order to control churn in the future, we aim to improve customer service. This
improvement will be difficult to obtain without an integrated billing system
and a customer database across NTLs entire network. If the integration of
NTLs various billing systems is not successful, it could experience an adverse
effect on customer service and, in turn, its churn rate.

NTL plans to increase its customer base and revenue generating units
(referred to in this quarterly report as RGUs) in 2003. If demand for NTLs
products and services is greater than anticipated, its customer service call
centers could experience a higher than expected volume of calls. If customer
service suffered as a result, it could contribute to churn. NTLs business plan
also includes the migration of its customers from analog to digital service.
The migration process could also increase churn levels.

NTLs
ability to control churn could also be adversely affected by the
availability of competing services in the UK, such as the digital satellite and
digital terrestrial television services offered by BSkyB and the BBC, and
telephone, Internet and broadband services offered by BT. BT and BSkyB have
regularly launched strong direct and indirect win-back campaigns to entice
NTLs customers to churn and move to these competing services.

Another
part of our strategy to control churn is to increase take up of
broadband services by our existing customers. If this increased level of take
up does not materialize we may have difficulties in controlling churn levels,
which would adversely impact our results of operations.

NTLs prospects will depend in part on its ability to control its costs
while maintaining and improving service levels.

NTLs prospects will depend in part on its ability to control costs and
operate more efficiently, while maintaining and improving existing service
levels. In particular, in order to reduce costs we are in the process of
negotiating with several of our vendors for better terms under existing and
future agreements. We cannot be certain that such negotiations will conclude
successfully.

Failure to market successfully broadband to NTLs existing customer base
will adversely impact NTLs revenue and results of operations.

A significant component of NTLs strategy is to market successfully
broadband products to its existing consumer customer base. NTL believes that
its triple play offering of telephony, broadband access to the Internet and
digital television will prove attractive to its existing customer base and
allow it to increase its average revenue per user. However, NTL faces
significant competition in these markets, through digital satellite and digital
terrestrial television and through alternative Internet access media, such as
the DSL service offered by BT and Freeserve. Additionally, some of NTLs
competitors have substantially greater financial and technical resources than
NTL does. If NTL is unable to charge the prices for broadband services that are
anticipated in its business plan in response to competition or if NTLs
competition offers a better product to its customers, NTLs results of
operations will be adversely affected.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Our actual results of operations and financial condition may differ from
our reported results of operations and financial condition due to the use of
estimates and assumptions in the preparation of our financial statements.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Such estimates and assumptions impact, among
others, the following: the amount of uncollectible accounts receivable, the
amount to be paid to terminate certain agreements included in restructuring
costs, the amount to be paid for other liabilities, estimates related to the
amount of costs to be capitalized in connection with the construction and
installation of our network and facilities and estimates related to the value
of long-lived assets and goodwill.

NTL is dependent upon a small number of key personnel.

A small number of key executive officers manage NTLs businesses. The loss
of one or more of these executive officers could have a material adverse effect
on NTL. NTL believes that its future success will depend in large part on its
continued ability to attract and retain highly skilled and qualified personnel.
Although NTL has entered into employment contracts with all of its executive
officers, those contracts cannot prevent such individuals from resigning. If an
individual does resign, he or she is bound by certain non-compete clauses which
may or may not discourage the individual from leaving.

NTLs principal businesses are subject to government regulation, including
pricing regulation, and changes in current regulations may adversely affect it.

NTLs principal business activities are regulated and supervised by
various governmental bodies. Changes in laws, regulations or governmental
policy or the interpretations of those laws or regulations affecting our
activities and those of NTLs competitors, such as licensing requirements,
changes in price regulation and deregulation of interconnection arrangements,
could have a material adverse effect on NTL.

NTL is also subject to regulatory initiatives of the European Commission.
Changes in EU Directives may reduce NTLs range of programming and increase the
costs of purchasing television programming or require NTL to provide access to
our cable network infrastructure to other service providers, which could have a
material adverse effect on NTL.

NTL is dependent upon many critical systems and processes, many of which
are dependent upon hardware that is concentrated in a small number of
locations. If a catastrophe were to occur at one or more of those locations, it
could have a material adverse effect on NTLs business.

NTLs business is dependent on many sophisticated critical systems, which
support all of the various aspects of its operations from its network to its
billing and customer service systems. The hardware supporting a large number of
critical systems is housed in a relatively small number of locations. If one or
more of these locations were to be subject to fire, natural disaster,
terrorism, power loss, or other catastrophe, it could have a material adverse
effect on and cause irreparable harm to NTLs business. NTL is currently
studying ways to improve its disaster recovery to prevent or mitigate such a
potential failure. However, despite any disaster recovery, security and service
continuity protection measures NTL has or may in the future undertake, there
can be no assurance that these measures will be sufficient. In addition,
although NTL builds its network in resilient rings to ensure the continuity of
network availability in the event of any damage to its underground fibers,
should any ring be cut twice in different locations, it is likely that no
transmission signals will be able to pass, which could cause significant damage
to NTLs business. This is especially so in relation to NTLs Sirius undersea
ring connecting the UK to the Republic of Ireland: any simultaneous cut of the
Northern and Southern routes would isolate NTLs Irish networks from its UK
networks for an extended period.

NTL does not insure the underground portion of our cable network.

NTL obtains insurance of the type and in the amounts that it believes are
customary for similar companies. Consistent with this practice, NTL does not
insure the underground portion of its cable network. Substantially all of NTLs
cable network is constructed underground. Any catastrophe that affects NTLs
underground cable network could result in substantial uninsured losses.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

We and NTL are subject to currency risk because we obtained significant
financing and may in the future obtain additional financing in U.S. dollars but
generally generate revenues and incur expenses in pounds sterling and Euros.

We and NTL encounter currency exchange rate risks because we generate
revenues and incur construction and operating expenses in pounds sterling and
Euros while we pay interest and principal obligations with respect to a
significant amount of our existing indebtedness in U.S. dollars. There can be
no assurance that any hedging transactions we might enter into will be
successful or that shifts in the currency exchange rates will not have a
material adverse effect on us. For example, to the extent that the pound
sterling declines in value against the U.S. dollar, and we have not fully
hedged against such declines, the effective cost of servicing our U.S. dollar
debt will be higher and we will incur currency losses.

NTLs broadcast services and carrier telecommunications businesses are
dependent upon ITV and other contracts.

NTLs broadcast services business has contracts for the provision of
television broadcasting transmission services with the ITV national network of
15 affiliated television stations, Channel 4/S4C and Channel 5. The majority of
the prices that NTL may charge these companies for transmission services are
subject to regulation by the Office of the Director of Telecommunications (referred to in
this quarterly report as OFTEL). Although, historically, the ITV companies and
Channel 4/S4C have renewed their contracts with NTL, there can be no assurance
that they will do so upon expiration of the current contracts, that they will
not negotiate terms for provision of transmission services by NTL on a basis
less favorable to it or that they would not seek to obtain from third parties a
portion of the transmission services that NTL currently provides.

Other contracts important to NTLs broadcast services business include a
contract for the provision of communication services to the Metropolitan
Police. This contract is subject to renewal and there can be no assurance that
the renewal will be on the same basis, or that the Metropolitan Police will not
seek other parties to provide the services.

NTLs carrier services and mobile business has a contract with Orange plc
for the design, build and operation of elements of its mobile network. The
minimum term of this contract is scheduled to expire in 2006 and there can be
no assurance that it will be renewed.

In addition, NTLs carrier services and mobile business currently has a
contract with Vodafone for the supply of mobile transmission services,
including core inter-switch and backhaul network capacity. This contract is
scheduled to terminate in October 2004 and there are no present indications
that it will be renewed.

The loss of any one of these contracts could have a material adverse
effect on the relevant NTL business division.

NTLs broadcast services business is dependent upon site sharing
arrangements with its principal competitor.

As a result of, among other factors, a natural shortage of potential
transmission sites and the difficulties in obtaining planning permission for
erection of further masts, Crown Castle U.K. Ltd. and NTL have made
arrangements to share a large number of tower sites. There can be no assurance
that the site sharing arrangements will not be terminated. Termination of the
site sharing arrangements would have a material adverse effect on NTL.

Under the present arrangements for analog broadcast services, one of the
parties is the owner, lessor or licensor of each site and the other party is
entitled to request a license to use specified facilities at that site. Each
site license granted pursuant to the site sharing agreement is for an initial
period expiring on December 31, 2005, subject to title to the site and to the
continuation in force of the site sharing agreement. Each site sharing
agreement provides that, if requested by the sharing party, it will be extended
for further periods. Either party may terminate the agreement by giving 5
years written notice until December 31, 2005 or at any date that is a date 10
years or a multiple of 10 years after December 31, 2005. With respect to
digital broadcast services, NTL and Crown Castle U.K. Ltd. are negotiating a
formal arrangement pending finalization of a separate digital site sharing
agreement that is envisaged to be on terms similar to the existing analog site
sharing agreement. Presently the parties are operating under an informal
arrangement pending finalization of the formal arrangement. Although NTL
believes that such formalization will be concluded successfully, it cannot be
certain of that conclusion.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Some provisions of the agreements governing the indebtedness of NTL
Incorporated, us and our respective subsidiaries, certain provisions of our
respective certificates of incorporation and NTL Incorporateds stockholder
rights plan could delay or prevent transactions involving a change of control
of us or NTL Incorporated.

We and NTL Incorporated may, under some circumstances involving a change
of control, be obligated to offer to repurchase substantially all of our
respective outstanding notes, and repay other indebtedness (including bank
facilities). There can be no assurance that NTL Incorporated, or we, as the
case may be, will have available financial resources necessary to repurchase
such notes or indebtedness in those circumstances.

If NTL Incorporated cannot repurchase and repay this indebtedness in the
event of a change of control, the failure to do so would constitute an event of
default under the indentures and agreements under which that indebtedness was
incurred and could result in a cross-default under other indebtedness. The
threat of this could have the effect of delaying or preventing transactions
involving a change of control of NTL Incorporated, including transactions in
which stockholders might otherwise receive a substantial premium for their
shares over then current market prices, and may limit the ability of its
stockholders to approve transactions that they may deem to be in their best
interest.

NTL Incorporateds stockholder rights plan and certain provisions of its
certificate of incorporation may have the effect, alone or in combination with
each other or with the existence of authorized but unissued common stock and
preferred stock, of preventing or making more difficult transactions involving
a change of control of NTL Incorporated. Certain provisions of our certificate
of incorporation may have a similar effect with respect to a change of control
involving us.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




PART II. OTHER INFORMATION




ITEM 5. OTHER INFORMATION

On August 12, 2003, NTL
Incorporated announced that Barclay Knapp, President and Chief
Executive Officer has decided to step down from this current role.
Simon Duffy, who is currently NTLs Chief Operating Officer,
will become Chief Executive Officer effective as of close of business
on August 15, 2003.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:



| | 31 |  | Certifications of CEO and CFO pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934.                                   
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------
|
| | 32 |  | Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K:



| |                                                                        
| | -----------------------------------------------------------------------
| | We filed no reports on Form 8-K during the quarter ended June 30, 2003.




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: August 13, 2003 | By:                                  | /s/ Barclay Knapp     |  | 
|                      |                                      |                       |  | 
|                      |                                      | Barclay Knapp         |  | 
|                      |                                      | Director              |  | 
|                      |                                      |                       |  | 
|Date: August 13, 2003 | By:                                  | /s/ Scott E. Schubert |  | 
|                      |                                      |                       |  | 
|                      |                                      | Scott E. Schubert     |  | 
|                      |                                      | Director              |  | 

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