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, 1999
                                       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 PLC
             (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.)

     Diamond Plaza, Daleside Road
     Nottingham NG2 3GG, England                                N/A
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip code)

                                 44-115-952-2222
--------------------------------------------------------------------------------

              (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

         Yes _X_                                          No ___

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

The number of shares  outstanding  of the  Registrant's  Ordinary  Shares of 2.5
pence each outstanding as of June 30, 1999 was 59,138,791.  The Registrant is an
indirect, wholly owned subsidiary of NTL Incorporated and there is no market for
the Registrant's shares.

<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

                                TABLE OF CONTENTS

                                                                           Page
                                                                          Number


PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements

                    Condensed Consolidated Statements of
                    Operations for the Six and Three months ended
                    June 30, 1999 and 1998 (Unaudited).......................2

                    Condensed Consolidated Balance Sheets as of
                    June 30, 1999 (Unaudited) and December 31, 1998..........3

                    Condensed Consolidated Statement of
                    Shareholders' Deficiency for the Six months
                    ended June 30, 1999 and 1998 (Unaudited).................4

                    Condensed Consolidated Statements of Cash Flows for
                    the Six months ended June 30, 1999 and 1998 (Unaudited)..5

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

          Item 2.   Management's Discussion and Analysis of Financial
                    Condition and Results of Operations.................9 - 13

          Item 3.   Quantitative and Qualitative Disclosures About
                    Market Risk.............................................14

Part II.  OTHER INFORMATION

          Item 6.   Exhibits and Reports on Form 8-K........................14

          SIGNATURES........................................................15

<PAGE>

PART I    FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                   Six Months Ended                         Three Months Ended
                                                       June 30,                                  June 30,
                                               1999                 1998                1999                 1998
                                       -------------------- -------------------- ------------------- --------------------
                                                                  (in (UK Pound)000's)
<S>                                     <C>                   <C>                 <C>                  <C>
Revenues
   Business telecommunications.......      (UK Pound)11,393      (UK Pound)8,999     (UK Pound)5,660      (UK Pound)4,667
   Residential telephone.............                29,581               20,831              15,175               10,991
   Cable television..................                14,895               11,356               7,731                5,897
                                       -------------------- -------------------- ------------------- --------------------
                                                     55,869               41,186              28,566               21,555
                                       -------------------- -------------------- ------------------- --------------------

Operating costs and expenses
   Telephone.........................               (11,480)              (7,921)             (5,899)              (4,183)
   Programming.......................                (8,026)              (6,191)             (4,094)              (3,166)
   Selling, general and                             (21,338)             (17,924)            (10,315)              (9,195)
     administrative..................
   Depreciation and amortization.....               (27,768)             (19,650)            (15,200)             (10,330)
   Other expenses (Note 3)...........                (8,893)                                    (360)
                                       -------------------- -------------------- ------------------- --------------------
                                                    (77,505)             (51,686)            (35,868)             (26,874)
                                       -------------------- -------------------- ------------------- --------------------

Operating loss.......................               (21,636)             (10,500)             (7,302)              (5,319)

Interest income......................                 5,388                6,881               3,027                3,875
Interest expense and amortization of
   debt discount and expenses........               (47,954)             (40,415)            (24,509)             (21,456)
Foreign exchange gains/(losses),                    (34,864)              10,165             (14,868)              (2,332)
   net...............................
Unrealized gain on derivative
   financial instruments.............
Realized gain on derivative                                                  412                                    2,302
   financial instruments.............
                                       -------------------- -------------------- ------------------- --------------------

Net loss.............................     ((UK Pound)99,066)   ((UK Pound)33,457)  ((UK Pound)43,652)   ((UK Pound)22,930)
                                       ==================== ==================== =================== ====================
</TABLE>

See accompanying notes.

                                        2

<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           June 30,          December 31, 1998
                                                                             1999
                                                                     -------------------- -----------------------
                                                                       (in (UK Pound)000's, except share data)
<S>                                                                   <C>                    <C>
Assets
Current assets
    Cash and cash equivalents.....................................      (UK Pound)212,940      (UK Pound)164,738
    Trade receivables - less allowance for doubtful accounts of
       (UK Pound)4,079 (1999) and (UK Pound)4,775 (1998)                           11,458                  9,873
    Other assets..................................................                  4,582                  2,229
                                                                     -------------------- ----------------------

Total current assets..............................................                228,980                176,840

Deferred financing costs (less accumulated amortization of
    (UK Pound)6,032 at June 30, 1999 and (UK Pound)4,830                           19,120                 20,322
    at December 31, 1998).........................................
Property and equipment (note 4)...................................                494,332                465,866
Goodwill (less accumulated amortization of (UK Pound)18,188
    at June 30, 1999 and (UK Pound)15,764 at                                       78,771                 81,196
    December 31, 1998.............................................
Franchise costs (less accumulated amortization of (UK Pound)234
    at June 30, 1999 and (UK Pound)219 at December 31, 1998                           382                    397
                                                                     -------------------- ----------------------
       Total assets...............................................      (UK Pound)821,585      (UK Pound)744,621
                                                                     ==================== -=====================

Liabilities and shareholders' (deficiency)
Current liabilities
    Accounts payable..............................................       (UK Pound)26,719       (UK Pound)28,514
    Accounts payable deposit (note 5).............................                101,709
    Current portion of long-term debt.............................                  2,455                  2,135
    Other liabilities.............................................                 23,285                 20,411
                                                                     -------------------- ----------------------
       Total current liabilities..................................                154,168                 51,060
Senior discount notes.............................................                662,217                592,763
Senior notes......................................................                204,711                201,154
Capital lease obligations.........................................                  3,639                  5,002
Mortgage loan.....................................................                  2,245                  2,338

Shareholders' (deficiency):
    Ordinary shares (70,000,000 authorized; 59,138,791 issued)                      1,478                  1,478
    Non-voting deferred shares (6 shares authorized and issued)
    Additional paid-in capital....................................                134,466                134,466
    Accumulated other comprehensive (loss)........................                                        (1,367)
    Accumulated deficit...........................................               (341,339)              (242,273)
                                                                     -------------------- ----------------------
                                                                                 (205,395)              (107,696)
                                                                     -------------------- ----------------------
Total liabilities and shareholders' (deficiency)..................      (UK Pound)821,585      (UK Pound)744,621
                                                                     ==================== -=====================
</TABLE>

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

See accompanying notes.

                                        3
<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
         CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIENCY)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                        Accumulated
                                                                                     Additional           other
                                                                Non-voting              Paid          comprehensive
                                      Ordinary Shares         deferred shares        in-capital        (loss)/gain
                                      ---------------         ---------------        ----------        -----------
                                                            (in 000's except share data)
                                Number                          Number
<S>                           <C>            <C>                <C>     <C>       <C>                <C>
Balance at January 1, 1999.   59,138,791     (UK Pound)1,478       6     --      (UK Pound)134,466   ((UK Pound)1,367)
Unrealized gain on
  securities...............           --                  --      --     --                     --              1,367
Net loss...................           --                  --      --     --                     --                 --
                              ----------     ---------------     ---    ---      -----------------   ----------------
Balance at June 30, 1999...   59,138,791     (UK Pound)1,478       6     --      (UK Pound)134,466    (UK Pound)
                              ==========     ===============     ===    ===      =================   ================
</TABLE>


<TABLE>
<CAPTION>
                                                             Total
                                   Accumulated           Shareholders'
                                     Deficit                Deficit
                                     -------                -------
<S>                            <C>                  <C>
Balance at January 1, 1999.    ((UK Pound)242,273)   ((UK Pound)107,696)
Unrealized gain on
  securities...............                    --                 1,367
Net loss...................               (99,066)              (99,066)
                               ------------------    ------------------
Balance at June 30, 1999...    ((UK Pound)341,339)   ((UK Pound)205,395)
                               ==================    ==================
</TABLE>


See accompanying notes.

                                        4

<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                     Six Months Ended June 30,
                                                                                    1999                  1998
                                                                            --------------------- ---------------------
                                                                                            (in 000's)

<S>                                                                          <C>                    <C>
Net cash provided by operating activities................................       (UK Pound)107,116      (UK Pound)15,637
                                                                            --------------------- ---------------------

Investing Activities
   Purchase of property and equipment....................................                 (57,469)              (64,973)
   Proceeds from disposition of assets...................................                      12                    65
                                                                            --------------------- ---------------------
       Net cash used in investing activities.............................                 (57,457)              (64,908)
                                                                            --------------------- ---------------------

Financing Activities
   Proceeds of issue of debt.............................................                                       202,381
   Debt financing costs..................................................                                        (6,527)
   Repayment of debt.....................................................                    (108)                  (21)
   Capital element of capital lease repayments...........................                  (1,349)               (1,122)
                                                                            --------------------- ---------------------

       Net cash (used in) provided by financing activities...............                  (1,457)              194,711
                                                                            --------------------- ---------------------

Net increase in cash and cash equivalents................................                  48,202               145,440
Cash and cash equivalents at beginning of period.........................                 164,738                75,680
                                                                            --------------------- ---------------------

Cash and cash equivalents at end of period...............................       (UK Pound)212,940     (UK Pound)221,120
                                                                            ===================== =====================
</TABLE>


See accompanying notes.

                                        5

<PAGE>

                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation

     Diamond Cable  Communications  Plc (the  "Company") owns and operates cable
     television and  telecommunications  systems through its  subsidiaries.  The
     accompanying  unaudited condensed  consolidated financial statements of the
     Company and its subsidiaries (the "Group") have been prepared in accordance
     with U.S.  generally accepted  accounting  principles for interim financial
     information  and  with the  instructions  to Form  10-Q  and Rule  10-01 of
     Regulation S-X. Accordingly, they do not include all of the information and
     footnotes required by generally accepted accounting principles for complete
     financial statements.  The consolidated  financial statements are stated in
     pounds sterling ((UK Pound)). In the opinion of management, all adjustments
     (consisting of normal recurring accruals)  considered  necessary for a fair
     presentation  have been included.  Operating  results for the six and three
     months ended June 30, 1999 and 1998 are not  necessarily  indicative of the
     results  that may be expected for the year ending  December  31, 1999.  For
     further  information,  refer to the consolidated  financial  statements and
     footnotes  thereto included in the Company's Annual Report on Form 10-K for
     the year ended December 31, 1998.

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

2.   Comprehensive loss

     Comprehensive loss for the six and three-month periods to June 30, 1999 and
     1998 was (UK Pound)(97,699), (UK Pound)(44,253), (UK Pound)(35,158) and (UK
     Pound)(22,590), respectively.

3.   NTL Incorporated Acquisition

     On March 8, 1999,  the share  exchange  whereby  all of the  holders of the
     Company's  ordinary and deferred  shares  exchanged  their shares for newly
     issued common stock of NTL Incorporated ("NTL") was completed. As a result,
     the Company became a wholly-owned  subsidiary of NTL. Other expenses of (UK
     Pound)8.9  million  consist of costs incurred in connection  with the Share
     Exchange  Agreement,  including  fees  paid to  Goldman,  Sachs  & Co.  and
     Columbia  Management  for their  role as joint  financial  advisors  to the
     Company in examining  potential business  opportunities and other strategic
     alternatives leading up to the share exchange.

     In connection  with the provisions of the indentures  pursuant to which the
     Company's debt securities were issued,  the Company was required to make an
     offer  to  repurchase  such  debt  securities  at a price  of 101% of their
     accreted  value or principal  amount  following a "change of control."  The
     Company  commenced  offers to repurchase its outstanding debt securities on
     April 1, 1999.  The offers  expired on April 30, 1999. The Company paid (UK
     Pound)66,000 to repurchase the tendered debt securities.

                                        6
<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)

4.   Property and Equipment

     Property and equipment consists of:


<TABLE>
<CAPTION>
                                                                June 30,            December 31,
                                                                  1999                  1998
                                                          --------------------  --------------------
                                                              (unaudited)
<S>                                                        <C>                   <C>
Land and Buildings...................................          (UK Pound)7,963       (UK Pound)7,483
Cable Network........................................                  589,411               538,472
Office Equipment.....................................                   13,795                11,637
Motor Vehicles.......................................                    1,157                   961
                                                          --------------------  --------------------
                                                                       612,326               558,553
Accumulated depreciation.............................                 (117,994)              (92,687)
                                                          --------------------  --------------------
                                                             (UK Pound)494,332     (UK Pound)465,866
                                                          ====================  ====================
</TABLE>

5.   Joint Purchasing Alliance Agreement

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

6.   Summarized Financial Information

     On  February  6,  1998,  Diamond  Holdings  plc  ("Diamond  Holdings"),   a
     subsidiary of the Company, issued (UK Pound)135,000,000 principal amount of
     its 10% Senior Notes due February 1, 2008 and $110,000,000 principal amount
     of its 9 1/8%  Senior  Notes  due  February  1, 2008  (together,  the "1998
     Notes".) The 1998 Notes have been fully and  unconditionally  guaranteed by
     the Company as to  principal,  interest and other amounts due. Net proceeds
     received by Diamond  Holdings  amounted to  approximately  (UK  Pound)195.0
     million after issuance costs of approximately (UK Pound)7.0 million.

     The following table presents summarized  consolidated financial information
     for Diamond Holdings as of and for the six months ended June 30, 1999. This
     summarized financial information is being provided pursuant to Section G of
     Topic  1  of  Staff  Accounting  Bulletin  No.   53--"Financial   Statement
     Requirements in Filings Involving the Guarantee of Securities by a Parent".
     The Company will continue to provide such summarized financial  information
     for Diamond  Holdings for as long as the 1998 Notes remain  outstanding and
     guaranteed by the Company.

                                        7
<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                      Diamond Holdings plc (note a)
                                            --------------------------------------------------
                                                   Six months
                                                      ended                   Year ended
                                                    June 30,                 December 31,
                                                      1999                       1998
                                            -------------------------    ---------------------
                                                              (in thousands)
<S>                                           <C>                      <C>
Summarized Consolidated Income
Statement Information
Revenue.....................................         (UK Pound)55,869         (UK Pound)88,756
Operating costs and expenses................                   69,120                  105,914
Net loss for the period.....................        ((UK Pound)94,115)       ((UK Pound)87,556)
                                            =========================    =====================

                                                    June 30,                 December 31,
                                                      1999                       1998
                                            -------------------------    ---------------------
                                                              (in thousands)
Summarized Consolidated Balance Sheet
Information
Fixed and noncurrent assets.................        (UK Pound)579,421        (UK Pound)553,740
Current assets..............................                   19,956                  148,415
                                            -------------------------    ---------------------
Total assets................................        (UK Pound)599,377        (UK Pound)702,155
                                            =========================    =====================

Current liabilities.........................         (UK Pound)51,352         (UK Pound)48,030
Noncurrent liabilities......................                  836,718                  849,750
Shareholders deficit........................                 (288,693)                (195,625)
                                            -------------------------    ---------------------
Total liabilities and shareholders interest.        (UK Pound)599,377        (UK Pound)702,155
                                            =========================    =====================
<FN>
(a)  Diamond   Holdings  was   incorporated  on  December  15,  1997  and  is  a
     wholly-owned,  direct  subsidiary of Diamond Cable  Communications  Plc. On
     January 16, 1998 Diamond Holdings became the  intermediate  holding company
     which  holds  all of the  shares  of all Group  companies.  The  Summarized
     Financial Information shows operating results as if Diamond Holdings became
     the intermediate holding company on January 1, 1998.
</FN>
</TABLE>

                                        8
<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

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

Liquidity and Capital Resources

The Group's cash and funding requirements historically have been met principally
through the issuance of the Company's  senior  discount notes in September 1994,
December 1995 and February 1997 (collectively, the "Discount Notes"), as well as
from equity  capital,  advances from its  shareholders,  and from bank and lease
financing.  In February  1998, a subsidiary  of the Company,  Diamond  Holdings,
issued the 1998 Notes,  raising  net  proceeds of  approximately  (UK  Pound)195
million.  The  1998  Notes  are  guaranteed  by the  Company  as to  payment  of
principal,  interest and any other amounts due. In connection  with the issuance
of the 1998 Notes, the Group terminated its existing bank facility.  The further
development   and   construction   of   the   Group's   cable   television   and
telecommunications  network will require  substantial  capital  investment.  The
Group expects the network to be substantially  completed by the end of 2004. The
Company currently  estimates that the additional capital  expenditures from July
1, 1999 required for the Group to substantially complete construction sufficient
to satisfy its aggregate  milestone  obligations of  approximately  1.02 million
premises  (including   estimated   subscriber   connection   expenses)  will  be
approximately (UK Pound)265 million, although further capital expenditures would
be required to substantially complete the network. These expenditures could vary
significantly  depending  on the number of customers  actually  connected to the
network, the availability of construction  resources,  the impact of competition
from  other  cable  or  telecommunications   operators  or  television  delivery
platforms,  the pace of the  Group's  construction  program  and other  factors,
including those described below.

At June 30, 1999, the Group had constructed  and activated a network  consisting
approximately 74% of its aggregate milestones. The Group estimates that existing
cash  resources  and  estimated  future  cash  flows  from  operations  will  be
sufficient to complete the  construction and activation of its network to almost
85% of its aggregate final  milestones,  which level the Group estimates it will
achieve in the 3rd  quarter of 2000.  Thereafter,  the Group will be required to
obtain further debt and/or equity financing to complete construction  sufficient
to satisfy its aggregate milestones. To the extent that (i) the amounts required
to construct the Group's  network to meet its  milestones  exceed its estimates,
(ii) the  Group's  cash  flow  does not meet  expectations  or (iii)  the  Group
continues its construction of the network beyond its milestone obligations,  the
amount of further debt and/or equity financing required will increase. There can
be no assurance that any such debt or equity  financing will be available to the
Group on acceptable commercial terms or at all.

Results of  Operations  for the Six and Three Month  Periods Ended June 30, 1999
and 1998

Revenues

Total  revenues were (UK Pound)55.9  million and (UK Pound)28.6  million for the
six and three  month  periods  respectively  to June 30,  1999  compared  to (UK
Pound)41.2 million and (UK Pound)21.6 million,  respectively, for the comparable
periods in 1998, representing increases of 36% and 32% respectively. This growth
is  attributable  to increases  in revenues in all three of the group's  primary
lines of business.

Business  Telecommunications.  Business  telecommunications  revenues  were  (UK
Pound)11.4 million and (UK Pound)5.7 million for the six and three month periods
respectively  to  June  30,  1999  compared  to (UK  Pound)9.0  million  and (UK
Pound)4.7 million for the comparable periods in 1998,  representing increases of
27% and 21%,  respectively.  The growth in reported revenues is due primarily to
an increase in the number of business lines installed to 45,097 at June 30, 1999
from 33,947 at June 30, 1998,  an increase of 33%. The average  monthly  revenue
per line  decreased to (UK  Pound)40.67  in the six months to June 30, 1999 from
(UK  Pound)44.50  in the  comparable  period in 1998.  The decrease was due to a
combination  of, (i)  continued  increases  in centrex  lines which have a lower
average revenue per line than other business  customer lines and (ii) reductions
in certain  tariffs in response to price  reductions by  competitors,  offset in
part by  increased  call usage per line.  The  Company  may lower  prices in the
future if necessary for competitive reasons.

Residential  Telephone.  Residential  telephone  revenues  were  (UK  Pound)29.6
million  and  (UK  Pound)15.2  million  for the six  and  three  month  periods,
respectively  to June  30,  1999  compared  to (UK  Pound)20.8  million  and (UK
Pound)11.0 million for the comparable periods in 1998,

                                        9
<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

representing increases of 42% and 38%,  respectively.  The growth in residential
telephone  revenue is due primarily to an increase in the number of  residential
telephone  lines to 261,265  at June 30,  1999 from  197,369  at June 30,  1998,
representing  an  increase  of 32%.  Average  monthly  revenue  per line was (UK
Pound)19.46 and (UK Pound)19.38 in the six and three month periods, respectively
to June 30, 1999 and (UK Pound)18.77 and (UK  Pound)18.76,  respectively for the
comparable  periods in 1998. The increase in average revenues was largely due to
increased call usage  (particularly  in calls to mobile  telephones and internet
service providers) which outweighed  reductions in incoming  termination tariffs
during 1998 and the first six months of 1999.

Cable Television.  Cable television revenues were (UK Pound)14.9 million and (UK
Pound)7.7  million for the six and three month periods  respectively to June 30,
1999,  compared  to (UK  Pound)11.4  million and (UK  Pound)5.9  million for the
comparable periods in 1998,  representing increases of 31% in both periods. This
growth in cable  television  revenue  was  primarily  due to an  increase in the
number of the Company's cable  television  subscribers  which rose to 147,332 at
June 30, 1999 from 98,694 at June 30 1998,  an  increase of 49%.  The  Company's
average monthly  revenue per subscriber has been reduced during 1999,  being (UK
Pound)17.90  and (UK  Pound)17.16  for the six and three months to June 30, 1999
respectively, compared to (UK Pound)19.88 and (UK Pound)19.81 for the comparable
periods in 1998.  This is due to the  availability  of lower  priced entry level
packages for new subscribers and a reduction in the number of subscribers taking
premium channels.

Operating Costs and Expenses

Telephone expenses,  consisting  principally of interconnect  charges payable to
BT,  Mercury,  Energis  and  Global  One were  (UK  Pound)11.5  million  and (UK
Pound)5.9 million for the six and three month periods,  respectively to June 30,
1999, and (UK Pound)7.9  million and (UK Pound)4.2 million for the six and three
month  periods,  respectively  to June 30,  1998.  As a  percentage  of combined
business  telecommunications  and residential  telephone revenues,  these direct
costs increased to 28% in the six and three-month  periods to June 30, 1999 from
27% for the  comparable  periods in 1998 due  primarily  to volume  increases in
lower margin tariff streams such as mobile communications and internet access.

Direct costs for cable  television  programming,  which generally  depend on the
number of subscribers and per-subscriber rates charged by programming suppliers,
were (UK Pound)8.0 million and (UK Pound)4.1 million for the six and three month
periods, respectively to June 30, 1999 compared to (UK Pound)6.2 million and (UK
Pound)3.2  million for the comparable  periods in 1998. As a percentage of cable
television  revenues,  these direct  costs  decreased to 54% from 55% in the six
month periods to June 30, 1999 and 1998, respectively and to 53% from 54% in the
three month periods ended June 30, 1999 and 1998 respectively.  The decrease was
in large part due to an increased proportion of subscribers on high margin basic
entry level packages and a reduction in the number of subscribers taking premium
channels.

Selling, general and administrative expenses were (UK Pound)21.3 million and (UK
Pound)10.3 million, respectively for the six and three month periods to June 30,
1999 and (UK  Pound)17.9  million and (UK Pound)9.2  million for the  comparable
periods in 1998. The increase was due to higher  administration  and sales force
costs  associated  with the  expansion of the Company's  business  together with
additional LDL costs which  commenced in 1999. As a percentage of total revenues
however,  these costs  decreased  to 38% and 36%,  respectively  for the six and
three month periods to June 30, 1999 from 44% and 43% in the comparable  periods
in 1998.

Depreciation and amortization expenses increased by 41% and 47% respectively for
the six and three month periods to June 30, 1999 from the comparable  periods in
1998.  This increase was  attributable  to the increasing  cost of the Company's
network and the related additional depreciation.

Other expenses of (UK Pound)8.9 million and (UK Pound)0.4 million in the six and
three month periods to June 30, 1999 relate to costs incurred in connection with
the Share Exchange  Agreement,  including fees paid to Goldman,  Sachs & Co. and
Columbia Management for their role as joint financial advisors to the Company in
examining  potential  business  opportunities  and other strategic  alternatives
leading up to the share exchange.

                                       10
<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

Interest Expense

Interest  expense was (UK Pound)48.0  million and (UK Pound)24.5  million in the
six and three-month periods ended June 30, 1999,  respectively,  compared to (UK
Pound)40.4 million and (UK Pound)21.5 million in the comparable periods in 1998.
The  increase is due  primarily to the  accretion  on the Discount  Notes of (UK
Pound)36.6 million and (UK Pound)18.8 million in the six and three-month periods
to June 30, 1999 compared to (UK Pound)31.1  million and (UK Pound)15.9  million
respectively in the comparable periods in 1998 and interest on the 1998 notes of
(UK  Pound)9.9  million  and (UK  Pound)5.0  million in the six and  three-month
periods ended June 30, 1999 respectively,  compared to (UK Pound)7.9 million and
(UK  Pound)4.9  million  in  the  comparable   periods  in  1998.  In  addition,
amortization  of  debt  financing  costs  was  (UK  Pound)1.2  million  and  (UK
Pound)600,000  in  the  six  and  three  month  periods  ended  June  30,  1999,
respectively,  compared to (UK Pound)1.0 million and (UK  Pound)600,000,  in the
comparable period in 1998.

Foreign Exchange

A substantial  portion of the Group's  existing debt obligations are denominated
in U.S.  dollars,  while the Group's  revenues and accounts  are  generated  and
stated in pounds sterling.  During the six and three months ended June 30, 1999,
the Group recorded a net foreign exchange loss of (UK Pound)34.9 million and (UK
Pound)14.9  million,  respectively,  primarily due to the  unrealized  losses on
translation  of its liability on the Discount  Notes and 1998 Notes.  During the
six and three  months ended June 30,  1998,  the Group  recognized a net foreign
exchange gain of (UK Pound)10.2  million and a net foreign  exchange loss of (UK
Pound)2.3  million,  respectively,  primarily due to the  unrealized  losses and
gains on translation of its liability on the Discount Notes and 1998 Notes.

Derivative Financial Instruments

The Company entered into a foreign  exchange  forward  contract on June 23, 1997
for  settlement  on June 25,  1998 to sell  (UK  Pound)50  million  at a rate of
$1.6505 to (UK Pound)1. The Company also entered into a foreign exchange forward
contract on June 27, 1997 for  settlement  on July 1, 1998 to sell (UK  Pound)50
million at a rate of $1.6515 to (UK  Pound)1.  On June 16,  1998 two  offsetting
agreements were entered into at rates of $1.6326 and $1.6322 to (UK Pound)1. The
offsetting  contracts  were  settled  on June 17,  1998  with a  payment  of (UK
Pound)1.1  million  to the  Company.  Realized  gains  on  derivative  financial
instruments  of (UK  Pound)400,000  in the six  months to June 30,  1998 and (UK
Pound)2.3  million in the three months to June 30, 1998 consist primarily of the
settlement on these two contracts.  The Company continues to monitor  conditions
in the  foreign  exchange  market and may from time to time  enter into  foreign
currency contracts based on its assessment of foreign currency market conditions
and their effect on the Company's operations and financial condition. Therefore,
changes in currency exchange rates may continue to have an effect on the results
of operations  of the Group and may affect the Company's  ability to satisfy its
obligations,  including obligations under outstanding debt instruments,  as they
become due.

Condensed Consolidated Statement of Cash Flows

Net cash provided by operating  activities  amounted to (UK Pound)107.1  million
and (UK  Pound)15.6  million  for the six months  ended June 30,  1999 and 1998,
respectively.  During the six months ended June 30, 1999,  net cash  provided by
operating activities includes the Joint Purchasing Alliance Agreement deposit of
(UK Pound)137  million from various  subsidiaries of NTL, exchange losses of (UK
Pound)36.5  million compared to gains of ((UK  Pound)10.0)  million in the prior
period and changes in working  capital as a result of the timing of receipts and
disbursements.

Net cash used in investing activities amounted to (UK Pound)57.5 million and (UK
Pound)64.9   million  for  the  six  months   ended  June  30,  1999  and  1998,
respectively.  During the six months  ended June 30,  1999 and June 30, 1998 net
cash used in  investing  activities  includes  purchases  of fixed assets of (UK
Pound)57.5  million and (UK Pound)64.9  million as a result of continuing  fixed
asset purchases in 1999.

Net cash (used in) provided by financing  activities was ((UK Pound)1.5) million
and (UK  Pound)194.7  million  for the six months  ended June 30, 1999 and 1998,
respectively.  During the six months ended June 30, 1998,  net cash  provided by
financing  activities  includes (UK Pound)202.4 million relating to the proceeds
of debt offset by financing costs of (UK Pound)6.5 million.

                                       11
<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

Information Systems - Year 2000

The future operations of the Group depend on its network infrastructure and
certain other systems performing correctly over the change of millennium and on
subsequent dates. The correct handling of date information is therefore
essential and detailed test programs are underway for all crucial
telecommunications and cable television network and systems infrastructure.

The Group has had an overall program in place since 1997. The Group has split
its business into the following areas, which encompass IT systems and non-IT
systems containing embedded technology:

     o    Network and switches
     o    MIS
     o    Network construction
     o    Facilities
     o    Suppliers
     o    CATV network
     o    Customer equipment
     o    Internet

A  project  leader  has  been  nominated  in each  business  area  with  overall
responsibility  for the Year 2000 computer  problem for that area. Each Business
unit's  plan  addresses  the  specific   phases  to  be  undertaken,   including
identification and awareness,  evaluation/impact analysis, strategy development,
implementation,  and testing.  Every project leader is a member of the Year 2000
Compliance  Committee,  sponsored by the Managing Director and chaired by the IT
Director.  Additionally,  to ensure a rigorous and cohesive approach,  a Program
Manager is  responsible  for  coordinating  and  monitoring  the entire  program
against defined plans to completion.

The Group has installed Year 2000 compliant software for the  telecommunications
switches and network control systems.  The cable television  infrastructure  has
been upgraded and is currently  undergoing  functionality  tests with tested and
compliant Y2K operating systems and applications.

Other systems critical to business operations, such as the subscriber management
systems and the financial and accounting systems, are maintained by the vendors.
With the  exception  of the  subscriber  management  system,  the  vendors  have
supplied  versions of these critical  systems which are designed to be Year 2000
compliant  and were subject to a through  testing  program that was completed in
1998. The vendors have expressed confidence that any problems that may currently
exist can be  rectified  in a timely  manner.  The most  recent  upgrade  to the
subscriber  management  system  has been  satisfactorily  tested  for Year  2000
compliance.  The personal computer and Local Area Network (LAN)  infrastructures
have been  surveyed  and  tested.  Non-compliant  elements  are  expected  to be
replaced  by the end of  September  1999,  together  with a wider  functionality
upgrade to increase LAN bandwidth.

The Group depends,  to some extent,  on third party  suppliers for the supply of
telecommunications,  cable television, systems for customer service and billing,
as well as building  facilities  and supples,  Maintenance  contracts  exist for
critical  elements and  assurance has been sought from all suppliers of critical
services that they will continue to supply the services without interruption. To
date, it has not been necessary to obtain alternate suppliers.

Costs incurred in connection with Year 2000  compliance are not material.  Costs
incurred to date are (UK  Pound)100,000,  and it is estimated that a further (UK
Pound)100,000  will be required for replacement of personal  computer  elements,
program management and associated costs. Software upgrades to the network, cable
television  and  systems  infrastructure  are  supplied  as part  of the  normal
maintenance  contracts.  Other  components  being replaced are otherwise due for
replacement through obsolescence.

Should the  telecommunications  network fail to operate  correctly over the date
change,  the  business  of the Group  would be  materially  adversely  affected.
Similarly, should the cable television network, the subscriber management system
or the personal computer network fail to operate correctly, this could also have
materially adverse consequences to the

                                       12

<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

Group.  The impact of failure of the  critical  network,  cable  television  and
system components could be significant.  Therefore,  significant effort is being
devoted to rigorous testing  programs to ensure that any potential  problems are
identified and rectified in a timely manner.  Despite the efforts being expended
by the Group,  there can be no assurance that Year 2000  compliance  issues will
not have a material adverse effect on the Group's operations.

Preparatory  contingency  planning has been performed to address critical issues
of  customer  support,  technical  support,  and  management  representation.  A
Group-wide  review  has been  completed  to assess  the  suitability  of current
arrangements and modify enhance as required. Detailed contingency plans for each
business  area  have  been  defined  and are  currently  being  embodied  into a
Group-wide business  continuity plan which will address  preventative as well as
corrective  measures to deal with potential  disasters.  Risks and uncertainties
relate to systems,  software,  equipment,  and all services, which the Group has
assessed as being critical to business  operations,  financial impact,  customer
service,  and  safety.  Significant  effort has also been  devoted to verify and
assist in the Year 2000 remediation  efforts of the Group's trading partners and
suppliers   where  they  could  have  an  effect  on  the  Group's   operations.
Additionally,  business continuity and contingency arrangements across the Group
are being  analyzed  to assess  the  effect of  possible  interdependencies  and
inter-relationships,  and  identify  opportunities  for mutual aid.  Appropriate
training will be given to people where new or modified processes are in place to
deal with millennium  issues, and increased levels of support are being assigned
as required.

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

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

                                       13
<PAGE>
                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits required to be filed by Item 601 of Regulation S-K

               27.0 Financial Data Schedule.

          (b)  Reports on Form 8-K -

               During the quarter  ended June 30,  1999,  the Company  filed the
               following  report on Form 8-K Report  dated  March 8, 1999 (filed
               May 20,  1999),  reporting  under  Item 1,  Changes in Control of
               Registrant,  that  effective  March  8,  1999,  NTL  Incorporated
               acquired  all  of  the  ordinary  and  deferred   shares  of  the
               Registrant,  and under Item 4, Changes in Registrant's Certifying
               Accountant,  that on May 17, 1999,  KPMG resigned as  independent
               accountants  of the  Registrant,  and under Item 5, Other Events,
               that on May 4, 1999, the Company  announced the expiration of the
               debt tender offers.

               No financial statements were filed with this report.


                                       14

<PAGE>

                        DIAMOND CABLE COMMUNICATIONS PLC
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
                                   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 PLC



Date: August 12, 1999                   By: /s/ Leigh C. Wood
                                            ---------------------------
                                            Leigh C. Wood
                                            (Chief Operating Officer)



Date: August 12, 1999                  By: /s/ Ronald McKellar
                                           ----------------------------
                                           Ronald McKellar
                                           (Principal Financial Officer)






                                       15