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

FORM 10-Q

|           |  |                                                                                                                        
|---------- |  | -----------------------------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                                        
|x          |  | Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarterly Period Ended:

MARCH 31, 2003

OR

|           |  |                                                                                                                              
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                                              
|o          |  | Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from  to .

Commission File Number 33-83740

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

|                                                      |  |                             
|----------------------------------------------------- |  | ----------------------------
|England and Wales                                     |  | N/A                         
|                                                      |  |                             
|(State or other jurisdiction of                       |  | (I.R.S. Employer            
|incorporation or organization)                        |  | Identification No.)         
|                                                      |  |                             
|                                                      |  | Secretary                   
|                                                      |  | NTL Incorporated            
|                                                      |  | 110 East 59th Street        
|Diamond Plaza, Daleside Road                          |  | New York, NY 10022          
|Nottingham NG2 3GG, England                           |  | (212) 906-8440              
|                                                      |  |                             
|(Address of Registrants principal executive offices) |  | (Name, address and 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 o

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



As of March 31, 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 o





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TABLE OF CONTENTS



|                                      |                                                                                               |                                                                                                                                    |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION        
|                                      | Item 1. Financial Statements                                                                 
|                                      |                                                                                               | Condensed Consolidated Balance Sheets as of March 31, 2003 (Unaudited) and December 31, 2002                                      
|                                      |                                                                                               | Condensed Consolidated Statement of Operations for Three Months Ended March 31, 2003 and 2002 and January 1, 2003 (Unaudited)     
|                                      |                                                                                               | Condensed Consolidated Statement of Shareholders
Deficiency for the Three Months Ended March 31, 2003 (Unaudited)                
|                                      |                                                                                               | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 and January 1, 2003 (Unaudited)
|                                      |                                                                                               | Notes To Condensed Consolidated Financial Statements (Unaudited)                                                                  
|                                      | 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 6. Exhibits and Reports on Form 8-K                                                     
|                                      | SIGNATURES                                                                                   
|EX-99.1: CERTIFICATION OF CEO AND CFO



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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

TABLE OF CONTENTS

|        |  |                       |  |                                                                                                                                    |  |       
|------- |  | --------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | ------
|        |  |                       |  |                                                                                                                                    |  | Page  
|        |  |                       |  |                                                                                                                                    |  | Number
|        |  |                       |  |                                                                                                                                    |  |       
|PART I  |  | FINANCIAL INFORMATION |  |                                                                                                                                   
|        |  |                       |  |                                                                                                                                    |  |       
|        |  | Item 1.               |  | Financial Statements                                                                                                               |  |       
|        |  |                       |  |                                                                                                                                    |  |       
|        |  |                       |  | Condensed Consolidated Balance Sheets as of
March 31, 2003 (Unaudited) and December 31, 2002                                       |  | 2     
|        |  |                       |  |                                                                                                                                    |  |       
|        |  |                       |  | Condensed Consolidated Statements of Operations
for Three Months Ended March 31, 2003 and 2002 and
January 1, 2003 (Unaudited)     |  | 3     
|        |  |                       |  |                                                                                                                                    |  |       
|        |  |                       |  | Condensed
Consolidated Statement of Shareholders Equity (Deficiency)
for the Three Months Ended March 31, 2003 (Unaudited)        |  | 4     
|        |  |                       |  |                                                                                                                                    |  |       
|        |  |                       |  | Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2003 and 2002 and January 1, 2003
(Unaudited) |  | 5     
|        |  |                       |  |                                                                                                                                    |  |       
|        |  |                       |  | Notes to the Condensed Consolidated Financial Statements
(Unaudited)                                                               |  | 6     
|        |  |                       |  |                                                                                                                                    |  |       
|        |  | Item 2.               |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations                                              |  | 21    
|        |  |                       |  |                                                                                                                                    |  |       
|        |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                                                         |  | 29    
|        |  |                       |  |                                                                                                                                    |  |       
|        |  | Item 4.               |  | Controls and Procedures                                                                                                            |  | 29    
|        |  |                       |  |                                                                                                                                    |  |       
|        |  | Risk Factors          |  | 30                                                                                                                                
|        |  |                       |  |                                                                                                                                    |  |       
|PART II |  | OTHER
INFORMATION     |  |                                                                                                                                   
|        |  |                       |  |                                                                                                                                    |  |       
|        |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                                                   |  | 38    
|        |  |                       |  |                                                                                                                                    |  |       
|        |  | SIGNATURES            |  | 39                                                                                                                                

1



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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

PART I   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
(in £000s)

|                                                                                             |                                                                                                         |                                         |          |             |         |              |           |          |          |  
|-------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | --------------------------------------- | -------- | ----------- | ------- | ------------ | --------- | -------- | -------- | -
|                                                                                             |                                                                                                         |                                         |          | March 31,   |         | December 31, |          
|                                                                                             |                                                                                                         |                                         |          | 2003        |         | 2002         |          
|                                                                                             |                                                                                                         |                                         |          |             |         |              |          
|                                                                                             |                                                                                                         |                                         |          | Reorganized |         | Predecessor  |          
|                                                                                             |                                                                                                         |                                         |          | Company     |         | Company      |          
|                                                                                             |                                                                                                         |                                         |          |             |         |              |          
|                                                                                             |                                                                                                         |                                         |          | (Unaudited) |         | (See Note)   |          
|Assets                                                                                       |                                                                                                         |                                         |          |             |         |              |           |          |         
|Current assets                                                                               |                                                                                                         |                                         |          |             |         |              |           |         
|                                                                                             | Cash and cash equivalents                                                                               |                                         |          | £140        |         |              |           | £12,168  |         
|                                                                                             | Trade receivables  less allowance for doubtful accounts
of £1,876 (2003) and £2,847 (2002)             |                                         |          | 17,674      |         |              |           | 15,952   |         
|                                                                                             | Other                                                                                                   |                                         |          | 282         |         |              |           | 498      |         
|                                                                                             |                                                                                                         |                                         |          |             |         |             
|                                                                                             |                                                                                                         | Total current assets                    |          |             | 18,096  |              |           |          | 28,618   |  
|Property and equipment  net                                                                 |                                                                                                         |                                         | 365,948  |             |         |              | 486,142   |         
|Deferred financing costs  net of accumulated amortization of
£349 (2003) and £15,468 (2002) |                                                                                                         |                                         | 3,343    |             |         |              | 9,684     |         
|Goodwill                                                                                     |                                                                                                         |                                         |         |             |         |              | 66,647    |         
|Franchise costs                                                                              |                                                                                                         |                                         |         |             |         |              | 316       |         
|Customer list- net of accumulated amortization of £3,140 (2003)                              |                                                                                                         |                                         | 63,421   |             |         |              |          |         
|Reorganization value in excess of amounts allocable to identifiable assets                   |                                                                                                         |                                         | 79,262   |             |         |              |          |         
|                                                                                             |                                                                                                         |                                         |          |             |         |             
|Total assets                                                                                 |                                                                                                         |                                         | £530,070 |             |         |              | £591,407  |         
|                                                                                             |                                                                                                         |                                         |          |             |         |             
|Liabilities
and shareholders equity (deficiency)                                            |                                                                                                         |                                         |          |             |         |              |           |         
|Current liabilities                                                                          |                                                                                                         |                                         |          |             |         |              |           |         
|                                                                                             | Accounts payable and accrued expenses                                                                   |                                         |          | £10,653     |         |              |           | £10,542  |         
|                                                                                             | Deferred revenue                                                                                        |                                         |          | 5,410       |         |              |           | 4,525    |         
|                                                                                             | Due to affiliates                                                                                       |                                         |          | 34,257      |         |              |           | 30,655   |         
|                                                                                             | Interest payable                                                                                        |                                         |          | 3,309       |         |              |           |         |         
|                                                                                             | Current portion of long-term debt                                                                       |                                         |          | 252         |         |              |           | 1,960    |         
|                                                                                             |                                                                                                         |                                         |          |             |         |             
|Total current liabilities                                                                    |                                                                                                         |                                         | 53,881   |             |         |              | 47,682    |         
|Liabilities subject to compromise                                                            |                                                                                                         |                                         |         |             |         |              | 1,029,422 |         
|Deferred income taxes                                                                        |                                                                                                         |                                         | 921      |             |         |              | 921       |         
|Long-term debt                                                                               |                                                                                                         |                                         | 160,709  |             |         |              |          |         
|Commitments and contingent liabilities                                                       |                                                                                                         |                                         |          |             |         |              |           |         
|Shareholders deficiency:                                                                    |                                                                                                         |                                         |          |             |         |              |           |         
|                                                                                             | Ordinary
shares: 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                                                                                     |                                         |          | (37,207     | )       |              |           | (805,602 | )       
|                                                                                             |                                                                                                         |                                         |          |             |         |             
|                                                                                             |                                                                                                         | Total
shareholders equity (deficiency) |          |             | 314,559 |              |           |          | (486,618 | )
|                                                                                             |                                                                                                         |                                         |          |             |         |             
|Total
liabilities and shareholders equity (deficiency)                                      |                                                                                                         |                                         | £530,070 |             |         |              | £591,407  |         
|                                                                                             |                                                                                                         |                                         |          |             |         |             

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

See accompanying notes.

2



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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

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

|                       |                                                                    |  |                              |         |   |             |          |         |   | 
|---------------------- | ------------------------------------------------------------------ |  | ---------------------------- | ------- | - | ----------- | -------- | ------- | - | 
|                       |                                                                    |  | Three Months Ended March 31, |        
|                       |                                                                    |  |                              |        
|                       |                                                                    |  | 2003                         |         |   |             | 2002     |        
|                       |                                                                    |  |                              |         |   |             |         
|                       |                                                                    |  | Reorganized                  |         |   | Predecessor |         
|                       |                                                                    |  | Company                      |         |   | Company     |         
|                       |                                                                    |  |                              |         |   |             |         
|Revenue                |                                                                    |  | £45,190                      |         |   |             | £46,530  |        
|                       |                                                                    |  |                              |         |   |            
|Costs and expenses     |                                                                    |  |                              |         |   |             |          |        
|                       | Operating costs (exclusive of depreciation shown
separately below) |  |                              | (20,714 | ) |             |          | (22,733 | )
|                       | Selling, general and administrative                                |  |                              | (14,191 | ) |             |          | (14,823 | )
|                       | Other charges                                                      |  |                              | (131    | ) |             |          | (7      | )
|                       | Depreciation                                                       |  |                              | (11,273 | ) |             |          | (15,680 | )
|                       | Amortization                                                       |  |                              | (3,140  | ) |             |          |        |  
|                       |                                                                    |  |                              |         |   |            
|                       |                                                                    |  | (49,449                      | )       |   |             | (53,243  | )      
|                       |                                                                    |  |                              |         |   |            
|Operating loss         |                                                                    |  | (4,259                       | )       |   |             | (6,713   | )      
|Other income (expense) |                                                                    |  |                              |         |   |             |          |        
|                       | Interest income                                                    |  |                              | 50      |   |             |          | 95      |  
|                       | Interest expense and amortization of debt discount
and expense     |  |                              | (7,503  | ) |             |          | (31,297 | )
|                       | Interest expense to affiliate                                      |  |                              | (29,281 | ) |             |          |        |  
|                       | Foreign exchange gains (losses), net                               |  |                              | 3,786   |   |             |          | (20,939 | )
|                       |                                                                    |  |                              |         |   |            
|Net loss               |                                                                    |  | £(37,207                     | )       |   |             | £(58,854 | )      
|                       |                                                                    |  |                              |         |   |            
|                       |                                                                   

|                                         |  |                     |          |  
|---------------------------------------- |  | ------------------- | -------- | -
|                                         |  | 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.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(DEFICIENCY)
(Unaudited)
(in £000s except number of shares)

|                             |  |                 |            |  |            |  |        |               |  |   |             |   |  |               |          |   |                     |  |           |   |  |  |           |  
|---------------------------- |  | --------------- | ---------- |  | ---------- |  | ------ | ------------- |  | - | ----------- | - |  | ------------- | -------- | - | ------------------- |  | --------- | - |  |  | --------- | -
|                             |  | Ordinary Shares |            |  | Additional |  |        | Comprehensive |  |   |             |   |  |               | Total    |  
|                             |  |                 |            |  | Paid-in-   |  |        | income        |  |   | Accumulated |   |  | Shareholder's |         
|                             |  | Shares          |            |  | Par        |  |        | capital       |  |   | (loss)      |   |  | Deficit       |          |   | Equity
(Deficiency) | 
|                             |  |                 |            |  |            |  |        |               |  |   |             |   |  |               |          |   |                     | 
|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                     |  |                 |           |  |            |  |       |               |  |   |            |   |  |               | £(37,207 | ) |                     |  | (37,207   | ) |  |  | (37,207   | )
|                             |  |                 |            |  |            |  |        |               |  |   |             |   |  |               |          |   |                     | 
|Balance at March 31, 2003    |  |                 | 59,138,852 |  |            |  | £1,478 |               |  |   | £350,288    |   |  |               |          |   |                     |  | £(37,207  | ) |  |  | £314,559  |  
|                             |  |                 |            |  |            |  |        |               |  |   |             |   |  |               |          |   |                     |  |          

See accompanying notes.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (in £000s)

|                                                    |                                          |                                       |         |                              |        |   |             |         |        |   | 
|--------------------------------------------------- | ---------------------------------------- | ------------------------------------- | ------- | ---------------------------- | ------ | - | ----------- | ------- | ------ | - | 
|                                                    |                                          |                                       |         | Three Months Ended March 31, |       
|                                                    |                                          |                                       |         |                              |       
|                                                    |                                          |                                       |         | 2003                         |        |   |             | 2002    |       
|                                                    |                                          |                                       |         |                              |        |   |             |         |       
|                                                    |                                          |                                       |         | Reorganized                  |        |   | Predecessor |        
|                                                    |                                          |                                       |         | Company                      |        |   | Company     |        
|                                                    |                                          |                                       |         |                              |        |   |             |        
|Net cash (used in) provided by operating activities |                                          |                                       | £(6,901 | )                            |        |   | £3,923      |        
|                                                    |                                          |                                       |         |                              |        |  
|Investing activities                                |                                          |                                       |         |                              |        |   |             |        
|                                                    | Purchase of property and equipment       |                                       |         | (5,044                       | )      |   |             | (5,719  | )     
|                                                    |                                          |                                       |         |                              |        |  
|                                                    |                                          | Net cash used in investing activities |         |                              | (5,044 | ) |             |         | (5,719 | )
|                                                    |                                          |                                       |         |                              |        |  
|Financing activities                                |                                          |                                       |         |                              |        |   |             |        
|                                                    | Principal payments                       |                                       |         | (83                          | )      |   |             | (95     | )     
|                                                    | Capital lease payments                   |                                       |         |                             |        |   |             | (27     | )     
|                                                    |                                          |                                       |         |                              |        |  
|                                                    |                                          | Net cash used in financing activities |         |                              | (83    | ) |             |         | (122   | )
|                                                    |                                          |                                       |         |                              |        |  
|Decrease in cash and cash equivalents               |                                          |                                       | (12,028 | )                            |        |   | (1,918      | )      
|Cash and cash equivalents at beginning of period    |                                          |                                       | 12,168  |                              |        |   | 4,535       |        
|                                                    |                                          |                                       |         |                              |        |  
|Cash and cash equivalents at end of period          |                                          |                                       | £140    |                              |        |   | £2,617      |        
|                                                    |                                          |                                       |         |                              |        |  
|Supplemental disclosure of cash flow information    |                                          |                                       |         |                              |        |   |             |        
|                                                    | Cash paid during the period for interest |                                       |         | £20,196                      |        |   |             | £10,351 |       
|                                                    |                                         

|                                                    |                                          |                                       |         |                     |   | 
|--------------------------------------------------- | ---------------------------------------- | ------------------------------------- | ------- | ------------------- | - | 
|                                                    |                                          |                                       |         | 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 used in financing activities |         |                     |  | 
|                                                    |                                          |                                       |        
|Decrease in cash and cash equivalents               |                                          |                                       |        |                    
|Cash and cash equivalents at beginning of period    |                                          |                                       | 12,168  |                    
|                                                    |                                          |                                       |        
|Cash and cash equivalents at end of period          |                                          |                                       | £12,168 |                    
|                                                    |                                          |                                       |        
|Supplemental disclosure of cash flow information    |                                          |                                       |         |                    
|                                                    | Cash paid during the period for interest |                                       |         | £                   | 
|                                                    |                                          |                                       |        

See accompanying notes.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.      Basis of Presentation

Organization and Business

Diamond Cable Communications Limited (formerly Diamond Cable
Communications Plc) (the Company) is a limited company incorporated under the
laws of England and Wales. The Company is 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). The Company holds these shares through an intermediate holding
company, Diamond Holdings Limited (formerly Diamond Holdings Plc) (Diamond
Holdings). The Company is a wholly owned subsidiary of NTL
Incorporated. When used herein, the Group  refers to the Company with
subsidiaries.

Chapter 11 Reorganization

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

Pursuant to the Plan, the entity formerly known as NTL Incorporated and
its subsidiaries and affiliates were split into two separate groups, and the
Companys 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 the Companys former parent company (NTL Europe, Inc.) and
certain of its subsidiaries, including the Companys parent company, were
cancelled, and the Companys 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 the
Companys former parent company and its subsidiaries, including the Company.
The precise mix of new securities received by holders of each particular type
of security of the Companys former parent company and its subsidiaries was set
forth in the Plan. The outstanding notes of Diamond Holding Limited and NTL
(Triangle) LLC were not canceled and remain outstanding.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of
the Company and its subsidiaries (the Group) have been prepared in accordance
with U.S. generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 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 the Companys Annual Report on
Form 10-K for the year ended December 31, 2002.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

The Company operated its 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, the Companys consolidated financial statements
for periods prior to its 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, the Company adopted
fresh-start reporting upon its 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.

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 the
Companys 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 the Company and its subsidiaries
for periods prior to and including December 31, 2002. The term Reorganized
Company refers to the Company and its subsidiaries 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 of the Company

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

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

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

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 the Company, 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, the Company, the Companys
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

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

wholly-owned
subsidiary of the Companys parent company with up to $500.0 million in new
debt financing (NTL Delaware committed to provide up to an additional $130.0
million under the DIP facility.).

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 Plan was confirmed by the Bankruptcy Court on September 5, 2002.
During the fall of 2002, NTL Incorporated negotiated with a group of lenders to
lender into a new financing arrangement to repay the DIP facility, to repay
certain obligations and to provide liquidity to the Company and its
subsidiaries. The Plan became effective on January 10, 2003, at which time the
Company and Diamond Holdings emerged from Chapter 11 reorganization. In
connection with the Companys emergence from Chapter 11 reorganization, the
Companys 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 the Companys
parent companys Exit Notes also purchased 500,000 shares of the Companys
parent companys common stock on that date. The gross proceeds from the sale of
the Exit Notes and such shares totaled $500.0 million. The proceeds were used
in part to repay all amounts outstanding under the DIP facility and to purchase
from NTL Delaware a £90.0 million note of NTL (UK) Group Inc. and to repay
certain other obligations. Also on January 10, 2003, the Companys parent
company and its lending banks amended its existing credit facilities.

The Group has historically incurred operating losses and negative
operating cash flow. In addition, the Group required and expects to continue to
require significant amounts of capital to finance construction of its networks,
connection of customers to the networks, other capital expenditures and for
working capital needs including debt service requirements. As of March 31, 2003, the Company had approximately £0.1 million in cash
and cash equivalents on hand. The Company estimates
that the Groups cash from operations, net of its capital expenditures and debt service requirements will
be approximately £8 million to £12 million from April 1, 2003
to March 31, 2004.

Reorganization Value

The Company adopted
fresh-start reporting upon its emergence from Chapter 11
reorganization in accordance with SOP 90-7. The Company engaged an
independent financial advisor to assist in the determination of its
reorganization value as defined in SOP 90-7. The Company and its
independent financial advisor determined the Companys 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 the operations of the Company. Certain factors that were
incorporated into the determination of the Companys 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
management, may not be realized, and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Companys 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 the Companys reorganization
value.

The Company determined that its reorganization
value computed as of the Effective Date of January 10, 2003
consisted of the following (in thousands):



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

The Company 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
the Companys reorganization value is less than its post-petition
liabilities and allowed claims, as shown below (in thousands):



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

Fresh-Start Reporting

In accordance with SOP 90-7, the Company 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 the emergence from Chapter 11 reorganization and the adoption of fresh-start
reporting.

The Company engaged an independent financial advisor to assist in the
determination of the reorganization value (or fair value) of its assets and the
present value of its liabilities. This determination resulted in the
fresh-start

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

reporting adjustments to write-down fixed assets and write-up
intangible assets to their fair values. In addition, the Companys total
reorganization value exceeded the amounts allocable to identifiable assets that
resulted in a new indefinite-lived intangible asset.

The adjustments entitled Emergence from Chapter 11 reflect the
consummation of the Plan. The adjustments entitled Fresh-Start reflect the adoption of
fresh-start reporting.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |         |             |   |                 |         |         | 
|---------------------------------------------- | -------------- | --------------------------------------------------- | -------------------- | ---------------------------------------------------- | ------- | ----------------- | --------- | - | ---------- | - | ---------- | ------ | -------- | ------- | ----------- | - | --------------- | ------- | ------- | 
|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |         |             |   |                 |        
|                                               |                |                                                     |                      |                                                      |         | December 31, 2002 |           |   |            |   |            |        |          |         |             |   | January 1, 2003 |        
|                                               |                |                                                     |                      |                                                      |         |                   |           |   | Emergence  |   |            |        |          |         |             |   |                
|                                               |                |                                                     |                      |                                                      |         | Predecessor       |           |   | from       |   |            | Fresh- |          |         | Reorganized |  
|                                               |                |                                                     |                      |                                                      |         | Company           |           |   | Chapter 11 |   |            | Start  |          |         | Company     |  
|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |         |             |  
|                                               |                |                                                     |                      |                                                      |         | (In £000s)        |          
|                                               | Assets         |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |         |             |   |                
|                                               | Current assets |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |         |             |   |                
|                                               |                | Cash and cash equivalents                           |                      | £                                                    | 12,168  |                   |           |   |            |   |            |        |          |         |             | £ | 12,168          |        
|                                               |                | Trade receivables, net                              |                      |                                                      | 15,952  |                   |           |   |            |   |            |        |          |         |             |   | 15,952          |        
|                                               |                | Other                                               |                      |                                                      | 498     |                   |           |   |            |   |            |        |          |         |             |   | 498             |        
|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |       
|                                               |                |                                                     | Total current assets |                                                      |         | 28,618            |           |   |            |  |            |        |          |        |             |   |                 | 28,618  |        
|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |       
|                                               | Fixed assets   |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |         |             |   |                
|                                               |                | Property and equipment, net                         |                      |                                                      | 486,142 |                   |           |   |            |   |            | £      | (113,965 | )       |             |   | 372,177         |        
|                                               | Other assets   |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |         |             |   |                
|                                               |                | Deferred financing costs, net                       |                      |                                                      | 9,684   |                   |           |   |            |   |            |        |          |         |             |   | 9,684           |        
|                                               |                | Goodwill                                            |                      |                                                      | 66,647  |                   |           |   |            |   |            |        | (66,647  | )       |             |   |                |        
|                                               |                | Franchise costs                                     |                      |                                                      | 316     |                   |           |   |            |   |            |        | (316     | )       |             |   |                |        
|                                               |                | Customer lists                                      |                      |                                                      |         |                   |           |   |            |   |            |        | 66,561   |         |             |   | 66,561          |        
|                                               |                | Reorganization value in excess of fair market
value |                      |                                                      |         |                   |           |   |            |   |            |        | 79,262   |         |             |   | 79,262          |        
|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |        
|                                               |                |                                                     | Total assets         |                                                      | £       | 591,407           |           |   | £          |  |            |        | £        | (35,105 | )           |   | £               | 556,302 |        
|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |        
|Liabilities and shareholders equity (deficit) |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |         |             |  
|Liabilities not subject to compromise          |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |         |             |  
|Current liabilities                            |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |         |             |  
|                                               |                |                                                     |                      | Accounts payable and accrued expenses                |         | £                 | 10,542    |   |            |   |            |        |          |         |             |   |                 | £       | 10,542  | 
|                                               |                |                                                     |                      | Deferred revenue                                     |         |                   | 4,525     |   |            |   |            |        |          |         |             |   |                 |         | 4,525   | 
|                                               |                |                                                     |                      | Due to affiliates                                    |         |                   | 30,655    |   |            |   |            |        |          |         |             |   |                 |         | 30,655  | 
|                                               |                |                                                     |                      | Interest payable                                     |         |                   |           |   |            | £ | 18,487     |        |          |         |             |   |                 |         | 18,487  | 
|                                               |                |                                                     |                      | 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 affiliates                     |         |                   |           |   |            |   | 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                                       |         |                   | 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 | )      |          |         |            |   |                 |         |        | 
|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |       
|                                               |                |                                                     |                      | Ordinary shares                                      |         |                   | 1,478     |   |            |   |            |        |          |         |             |   |                 |         | 1,478   | 
|                                               |                |                                                     |                      | Additional paid-in capital                           |         |                   | 317,506   |   |            |   | 14,380     |        |          |         | (177,024    | ) |                 |         | 154,862 | 
|                                               |                |                                                     |                      | Accumulated earnings (deficit)                       |         |                   | (805,602  | ) |            |   | (59,850    | )      |          |         | 865,452     |   |                 |         |        | 
|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |       
|                                               |                |                                                     |                      | Total shareholders equity (deficit)                 |         |                   | (486,618  | ) |            |   | (45,470    | )      |          |         | 688,428     |   |                 |         | 156,340 | 
|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |       
|                                               |                |                                                     |                      | Total liabilities and shareholders
equity (deficit) |         | £                 | 591,407   |   |            | £ |           |        |          | £       | (35,105     | ) |                 | £       | 556,302 | 
|                                               |                |                                                     |                      |                                                      |         |                   |           |   |            |   |            |        |          |        

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

Pro Forma Results of Operations

The unaudited
condensed consolidated pro forma results of operations for the three
months ended March 31, 2002 assuming the emergence from
Chapter 11 reorganization and the adoption of fresh-start
reporting occurred on January 1, 2002 follows (in thousands).
The pro forma results of operations are not necessarily indicative of
the results that would have occurred had the emergence from
Chapter 11 reorganization and the adoption of fresh-start
reporting occurred on January 1, 2002, or that might occur in
the future.

|              |  |                    |           |  
|------------- |  | ------------------ | --------- | -
|              |  | Three Months Ended
|              |  | March 31, 2002    
|              |  |                   
|Total revenue |  |                    | £  46,350 |  
|             
|             
|             
|             
|Net (loss)    |  |                    | (17,420   | )

3.     Recent Accounting Pronouncements

In July 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. SFAS No. 146 replaced
Emerging Issues Task Force 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 operations, financial condition or
cash flows of the Group.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, effective for the Group 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 the results of operations, financial condition or cash
flows of the Group.

4.     Comprehensive Loss

Consolidated comprehensive loss for the three months ended March 31, 2003
and 2002 was £37.2 million and £58.9 million, respectively.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

5.     Property and Equipment

Property and equipment consists of (in £000s):

|                         |  |             |  |  |           |             |          |              |             |  |          |  
|------------------------ |  | ----------- |  |  | --------- | ----------- | -------- | ------------ | ----------- |  | -------- | -
|                         |  |             |  |  |           | Reorganized |          |              | Predecessor | 
|                         |  |             |  |  |           | Company     |          |              | Company     | 
|                         |  |             |  |  |           |             |          |              |             | 
|                         |  | Estimated   |  |  | March 31, |             |          | December 31, |            
|                         |  | Useful Life |  |  | 2003      |             |          | 2002         |            
|                         |  |             |  |  |           |             |          |              |            
|                         |  | (Unaudited) | 
|Operating Equipment      |  | 3-40 years  |  |  | £338,807  |             |          |              | £771,778    | 
|Other Equipment          |  | 3-50 years  |  |  | 13,818    |             |          |              | 24,575      | 
|Construction in progress |  |             |  |  |           |             | 24,596   |              |             |  | 4,742    |  
|                         |  |             |  |  |           |             |          |              |             | 
|                         |  |             |  |  |           |             | 377,221  |              |             |  | 801,095  |  
|Accumulated depreciation |  |             |  |  |           |             | (11,273  | )            |             |  | (314,953 | )
|                         |  |             |  |  |           |             |          |              |             | 
|                         |  |             |  |  |           |             | £365,948 |              |             |  | £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.

7.     Liabilities subject to compromise

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

|                              |  |             |    |  |              |            |  | 
|----------------------------- |  | ----------- | -- |  | ------------ | ---------- |  | 
|                              |  | March 31,   |    |  | 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, all of the outstanding public notes of Diamond Cable Communications
Limited were acquired by NTL Incorporated. On February 4, 2003, NTL
Incorporated released the Company 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):

13



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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

|                                                                       |  |             |          |  |              |   |       | 
|---------------------------------------------------------------------- |  | ----------- | -------- |  | ------------ | - | ----- | 
|                                                                       |  | March 31,   |          |  | December 31, |  
|                                                                       |  | 2003        |          |  | 2002         |  
|                                                                       |  |             |          |  |              |  
|                                                                       |  | Reorganized |          |  | Predecessor  |  
|                                                                       |  | Company     |          |  | Company      |  
|                                                                       |  |             |          |  |              |  
|                                                                       |  | (Unaudited) |          |  |              |   |      
|10%
Senior Sterling Notes, less unamortized discount of £25,672
(2003) |  |             | £109,328 |  |              | £ |      | 
|9 1/8%
Senior Notes, less unamortized discount of £19,871 (2003)       |  |             | 49,730   |  |              |   |      | 
|Mortgage
loan                                                          |  |             | 1,903    |  |              |   | 1,960 | 
|                                                                       |  |             |          |  |              |  
|                                                                       |  |             | 160,961  |  |              |   | 1,960 | 
|Less
current portion                                                   |  |             | 252      |  |              |   | 1,960 | 
|                                                                       |  |             |          |  |              |  
|                                                                       |  |             | £160,709 |  |              | £ |      | 
|                                                                       |  |             |          |  |              |  

9.      Related Party Transactions

On March 31, 2003,
the Company entered into a loan agreement with NTL under which
£10.0 million had been borrowed on April 2, 2003.
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.

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

The related charges, which began in the fourth quarter of 1999, represent
the Groups 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. The Group was
charged £22.9 and £24.4 million for the three months ended March 31, 2003 and
2002, respectively. For 2003, £8.7 million was included in operating costs and
£14.2 million was included in selling, general and administrative expense. For
2002, £9.6 million was included in operating costs and £14.8 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 the
Group operated as an unaffiliated entity. In the opinion of management of the
Group, the allocation method is reasonable.

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

10.     Commitments and Contingent Liabilities

As of March 31, 2003, the Company had no commercial commitments.

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

11.     Condensed
Consolidating Financial Statements of Diamond Cable Communications Limited

14



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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

On February 6, 1998, Diamond Holdings, a subsidiary of the Company, 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). The 1998 Notes have been fully and
unconditionally guaranteed by the Company as to principal, interest and other
amounts due. The Company has no independent operations and no subsidiaries
other than Diamond Holdings. Diamond Holdings is restricted in its ability to
make funds available to the Company except for funds to pay interest on the
Companys Notes and £5.0 million annually. The following condensed
consolidating financial information of the Company as of March 31, 2003 and
December 31, 2002 and for the three months ended March 31,
2003, on January 1, 2003 and three months ended March 31, 2002 is being provided
pursuant to Article 3-10(c) of Regulation S-X.

15



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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

Note 11(continued)

|                                                                |  |                                   |          |   |          |  |          |              |  |  |             |   |  |               |         |              |  |  |          |  
|--------------------------------------------------------------- |  | --------------------------------- | -------- | - | -------- |  | -------- | ------------ |  |  | ----------- | - |  | ------------- | ------- | ------------ |  |  | -------- | -
|                                                                |  | Three Months Ended March 31, 2003 |         
|                                                                |  |                                   |         
|                                                                |  | Diamond                           |          |   | Diamond  |  |          |              |  |  |             |   |  |               |         | Consolidated | 
|Statement of Operations                                         |  | Cable                             |          |   | Holdings |  |          | Subsidiaries |  |  | Adjustments |   |  | Diamond Cable |        
|                                                                |  |                                   |          |   |          |  |          |              |  |  |             |   |  |               |        
|Revenue                                                         |  |                                   | £       |   |          |  | £       |              |  |  | £45,190     |   |  |               | £      |              |  |  | £45,190  |  
|                                                                |  |                                   |          |   |          |  |          |              |  |  |             |   |  |               |        
|Costs and expenses                                              |  |                                   |          |   |          |  |          |              |  |  |             |   |  |               |         |              |  |  |          |  
|Operating                                                       |  |                                   |         |   |          |  |         |              |  |  | (20,714     | ) |  |               |        |              |  |  | (20,714  | )
|Selling, general and administrative                             |  |                                   |         |   |          |  |         |              |  |  | (14,191     | ) |  |               |        |              |  |  | (14,191  | )
|Other charges                                                   |  |                                   |         |   |          |  |         |              |  |  | (131        | ) |  |               |        |              |  |  | (131     | )
|Depreciation and amortization                                   |  |                                   |         |   |          |  |         |              |  |  | (14,413     | ) |  |               |        |              |  |  | (14,413  | )
|                                                                |  |                                   |          |   |          |  |          |              |  |  |             |   |  |               |        
|                                                                |  |                                   |         |   |          |  |         |              |  |  | (49,449     | ) |  |               |        |              |  |  | (49,449  | )
|                                                                |  |                                   |          |   |          |  |          |              |  |  |             |   |  |               |        
|Operating loss                                                  |  |                                   |         |   |          |  |         |              |  |  | (4,259      | ) |  |               |        |              |  |  | (4,259   | )
|Other income (expense)                                          |  |                                   |          |   |          |  |          |              |  |  |             |   |  |               |         |              |  |  |          |  
|Interest income                                                 |  |                                   | 3,242    |   |          |  | 4,667    |              |  |  | 50          |   |  |               | (7,909  | )            |  |  | 50       |  
|Interest expense and amortization of
debt discount and expenses |  |                                   |         |   |          |  | (7,477   | )            |  |  | (26         | ) |  |               |        |              |  |  | (7,503   | )
|Interest
expense to affiliates                                  |  |                                   | (29,281  | ) |          |  |         |              |  |  | (7,909      | ) |  |               | 7,909   |              |  |  | (29,281  | )
|Foreign
exchange gains (losses), net                            |  |                                   | 5,981    |   |          |  | 9        |              |  |  | (2,204      | ) |  |               |        |              |  |  | 3,786    |  
|Equity in net loss of subsidiary                                |  |                                   | (17,149  | ) |          |  | (14,348  | )            |  |  |            |   |  |               | 31,497  |              |  |  |         |  
|                                                                |  |                                   |          |   |          |  |          |              |  |  |             |   |  |               |        
|Net (loss) income                                               |  |                                   | £(37,207 | ) |          |  | £(17,149 | )            |  |  | £(14,348    | ) |  |               | £31,497 |              |  |  | £(37,207 | )
|                                                                |  |                                   |          |   |          |  |          |              |  |  |             |   |  |               |        

|                                 |  |                 |         |   |          |         |         |              |  |   |             |   |  |               |        |  |              |   |         |  
|-------------------------------- |  | --------------- | ------- | - | -------- | ------- | ------- | ------------ |  | - | ----------- | - |  | ------------- | ------ |  | ------------ | - | ------- | -
|                                 |  | January 1, 2003 |        
|                                 |  |                 |        
|                                 |  |                 |         |   |          | Diamond |         |              |  |   |             |   |  |               |        |  | Consolidated |  
|Statement of operations          |  | Diamond Cable   |         |   | Holdings |         |         | Subsidiaries |  |   | Adjustments |   |  | Diamond 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 |  
|                                 |  |                 |         |   |          |         |         |              |  |   |             |   |  |               |       

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

Note 11(continued)

|                                                                |  |                                   |          |   |                  |  |          |              |  |  |             |   |  |               |          |   |  |              |          |  
|--------------------------------------------------------------- |  | --------------------------------- | -------- | - | ---------------- |  | -------- | ------------ |  |  | ----------- | - |  | ------------- | -------- | - |  | ------------ | -------- | -
|                                                                |  | Three Months Ended March 31, 2002 |         
|                                                                |  |                                   |         
|                                                                |  |                                   |          |   |                  |  |          |              |  |  |             |   |  |               |          |   |  | Consolidated |         
|Statement of Operations                                         |  | Diamond Cable                     |          |   | Diamond Holdings |  |          | Subsidiaries |  |  | Adjustments |   |  | Diamond Cable |         
|                                                                |  |                                   |          |   |                  |  |          |              |  |  |             |   |  |               |         
|Revenue                                                         |  |                                   | £       |   |                  |  | £       |              |  |  | £46,530     |   |  |               | £       |   |  |              | £46,530  |  
|                                                                |  |                                   |          |   |                  |  |          |              |  |  |             |   |  |               |         
|Costs and expenses                                              |  |                                   |          |   |                  |  |          |              |  |  |             |   |  |               |          |   |  |              |          |  
|Operating                                                       |  |                                   |         |   |                  |  |         |              |  |  | (22,733     | ) |  |               |         |   |  |              | (22,733  | )
|Selling, general and administrative                             |  |                                   |         |   |                  |  |         |              |  |  | (14,823     | ) |  |               |         |   |  |              | (14,823  | )
|Other charges                                                   |  |                                   |         |   |                  |  |         |              |  |  | (7          | ) |  |               |         |   |  |              | (7       | )
|Depreciation and amortization                                   |  |                                   |         |   |                  |  |         |              |  |  | (15,680     | ) |  |               |         |   |  |              | (15,680  | )
|                                                                |  |                                   |          |   |                  |  |          |              |  |  |             |   |  |               |         
|                                                                |  |                                   |         |   |                  |  |         |              |  |  | (53,243     | ) |  |               |         |   |  |              | (53,243  | )
|                                                                |  |                                   |          |   |                  |  |          |              |  |  |             |   |  |               |         
|Operating loss                                                  |  |                                   |         |   |                  |  |         |              |  |  | (6,713      | ) |  |               |         |   |  |              | (6,713   | )
|Other income (expense)                                          |  |                                   |          |   |                  |  |          |              |  |  |             |   |  |               |          |   |  |              |          |  
|Interest income                                                 |  |                                   | 30,100   |   |                  |  | 4,829    |              |  |  | 95          |   |  |               | (34,929  | ) |  |              | 95       |  
|Interest expense and amortization
of debt discount and expenses |  |                                   | (25,913  | ) |                  |  | (5,317   | )            |  |  | (34,996     | ) |  |               | 34,929   |   |  |              | (31,297  | )
|Foreign exchange losses, net                                    |  |                                   | (1,306   | ) |                  |  | (126     | )            |  |  | (19,507     | ) |  |               |         |   |  |              | (20,939  | )
|Equity in net loss of subsidiary                                |  |                                   | (61,735  | ) |                  |  | (61,121  | )            |  |  |            |   |  |               | 122,856  |   |  |              |         |  
|                                                                |  |                                   |          |   |                  |  |          |              |  |  |             |   |  |               |         
|Net loss                                                        |  |                                   | £(58,854 | ) |                  |  | £(61,735 | )            |  |  | £(61,121    | ) |  |               | £122,856 |   |  |              | £(58,854 | )
|                                                                |  |                                   |          |   |                  |  |          |              |  |  |             |   |  |               |         

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

Note 11(continued)

|                                                        |  |                |          |  |          |  |          |              |  |  |             |  |  |               |           |              |  |  |          | 
|------------------------------------------------------- |  | -------------- | -------- |  | -------- |  | -------- | ------------ |  |  | ----------- |  |  | ------------- | --------- | ------------ |  |  | -------- | 
|                                                        |  | March 31, 2003 |         
|                                                        |  |                |         
|                                                        |  | Diamond        |          |  | Diamond  |  |          |              |  |  |             |  |  |               |           | Consolidated | 
|Balance Sheet                                           |  | Cable          |          |  | Holdings |  |          | Subsidiaries |  |  | Adjustments |  |  | Diamond Cable |          
|                                                        |  |                |          |  |          |  |          |              |  |  |             |  |  |               |          
|Current assets                                          |  |                | £70      |  |          |  | £78      |              |  |  | £17,948     |  |  |               | £        |              |  |  | £18,096  | 
|Investments in and advances to subsidiaries             |  |                | 315,410  |  |          |  | 474,312  |              |  |  |            |  |  |               | (789,722  | )            |  |  |         | 
|Fixed and noncurrent assets                             |  |                |         |  |          |  | 3,343    |              |  |  | 508,631     |  |  |               |          |              |  |  | 511,974  | 
|                                                        |  |                |          |  |          |  |          |              |  |  |             |  |  |               |          
|Total assets                                            |  |                | £315,480 |  |          |  | £477,733 |              |  |  | £526,579    |  |  |               | £(789,722 | )            |  |  | £530,070 | 
|                                                        |  |                |          |  |          |  |          |              |  |  |             |  |  |               |          
|Current liabilities                                     |  |                | £       |  |          |  | £3,309   |              |  |  | £50,572     |  |  |               | £        |              |  |  | £53,881  | 
|Long-term debt                                          |  |                |         |  |          |  | 159,058  |              |  |  | 1,651       |  |  |               |          |              |  |  | 160,709  | 
|Due to affiliates                                       |  |                |         |  |          |  |         |              |  |  | 190,273     |  |  |               | (190,273  | )            |  |  |         | 
|Liabilities subject to compromise                       |  |                |         |  |          |  |         |              |  |  |            |  |  |               |          |              |  |  |         | 
|Deferred income taxes                                   |  |                | 921      |  |          |  |         |              |  |  |            |  |  |               |          |              |  |  | 921      | 
|Shareholders equity (deficiency)                       |  |                | 314,559  |  |          |  | 315,366  |              |  |  | 284,083     |  |  |               | (599,449  | )            |  |  | 314,559  | 
|                                                        |  |                |          |  |          |  |          |              |  |  |             |  |  |               |          
|Total liabilities and shareholders equity
(deficiency) |  |                | £315,480 |  |          |  | £477,733 |              |  |  | £526,579    |  |  |               | £(789,722 | )            |  |  | £530,070 | 
|                                                        |  |                |          |  |          |  |          |              |  |  |             |  |  |               |          

|                                                        |  |                   |          |   |          |  |           |              |  |  |             |   |  |               |            |              |  |  |           |  
|------------------------------------------------------- |  | ----------------- | -------- | - | -------- |  | --------- | ------------ |  |  | ----------- | - |  | ------------- | ---------- | ------------ |  |  | --------- | -
|                                                        |  | December 31, 2002 |         
|                                                        |  |                   |         
|                                                        |  | Diamond           |          |   | Diamond  |  |           |              |  |  |             |   |  |               |            | Consolidated | 
|Balance Sheet                                           |  | Cable             |          |   | Holdings |  |           | Subsidiaries |  |  | Adjustments |   |  | Diamond Cable |           
|                                                        |  |                   |          |   |          |  |           |              |  |  |             |   |  |               |           
|Current assets                                          |  |                   | £238     |   |          |  | £239      |              |  |  | £28,141     |   |  |               | £         |              |  |  | £28,618   |  
|Investments in and advances to subsidiaries             |  |                   | 315,549  |   |          |  | (468,266  | )            |  |  |            |   |  |               | 152,717    |              |  |  |          |  
|Fixed and noncurrent assets                             |  |                   | 6,169    |   |          |  | 3,515     |              |  |  | 553,105     |   |  |               |           |              |  |  | 562,789   |  
|                                                        |  |                   |          |   |          |  |           |              |  |  |             |   |  |               |           
|Total assets                                            |  |                   | £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       |  
|Shareholders equity (deficiency)                       |  |                   | (486,618 | ) |          |  | (686,281  | )            |  |  | (672,925    | ) |  |               | 1,359,206  |              |  |  | (486,618  | )
|                                                        |  |                   |          |   |          |  |           |              |  |  |             |   |  |               |           
|Total liabilities and shareholders equity
(deficiency) |  |                   | £321,956 |   |          |  | £(464,512 | )            |  |  | £581,246    |   |  |               | £152,717   |              |  |  | £591,407  |  
|                                                        |  |                   |          |   |          |  |           |              |  |  |             |   |  |               |           

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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

Note 11(continued)

|                                                    |  |                                   |      |   |          |  |          |              |  |  |             |   |  |               |         |              |  |  |         |  
|--------------------------------------------------- |  | --------------------------------- | ---- | - | -------- |  | -------- | ------------ |  |  | ----------- | - |  | ------------- | ------- | ------------ |  |  | ------- | -
|                                                    |  | Three Months Ended March 31, 2003 |     
|                                                    |  |                                   |     
|                                                    |  | Diamond                           |      |   | Diamond  |  |          |              |  |  |             |   |  |               |         | Consolidated | 
|Statement of Cash Flows                             |  | Cable                             |      |   | Holdings |  |          | Subsidiaries |  |  | Adjustments |   |  | Diamond Cable |        
|                                                    |  |                                   |      |   |          |  |          |              |  |  |             |   |  |               |        
|Net cash (used in) provided by
operating activities |  |                                   | £168 |   |          |  | £(20,035 | )            |  |  | £(6,901     | ) |  |               | £19,867 |              |  |  | £(6,901 | )
|Investing activities:                               |  |                                   |      |   |          |  |          |              |  |  |             |   |  |               |         |              |  |  |         |  
|(Advances
to) repayments from
subsidiaries, net     |  |                                   | (168 | ) |          |  | 20,035   |              |  |  |            |   |  |               | (19,867 | )            |  |  |        |  
|Purchase of property and equipment                  |  |                                   |     |   |          |  |         |              |  |  | (5,044      | ) |  |               |        |              |  |  | (5,044  | )
|                                                    |  |                                   |      |   |          |  |          |              |  |  |             |   |  |               |        
|Net cash provided by (used in)
investing activities |  |                                   | (168 | ) |          |  | 20,035   |              |  |  | (5,044      | ) |  |               | (19,867 | )            |  |  | (5,044  | )
|                                                    |  |                                   |      |   |          |  |          |              |  |  |             |   |  |               |        
|Financing activities:                               |  |                                   |      |   |          |  |          |              |  |  |             |   |  |               |         |              |  |  |         |  
|Principal payments                                  |  |                                   |     |   |          |  |         |              |  |  | (83         | ) |  |               |        |              |  |  | (83     | )
|                                                    |  |                                   |      |   |          |  |          |              |  |  |             |   |  |               |        
|Net cash provided by (used in)
financing activities |  |                                   |     |   |          |  |         |              |  |  | (83         | ) |  |               |        |              |  |  | (83     | )
|                                                    |  |                                   |      |   |          |  |          |              |  |  |             |   |  |               |        
|Decrease
in cash and cash equivalents               |  |                                   |     |   |          |  |         |              |  |  | (12,028     | ) |  |               |        |              |  |  | (12,028 | )
|Cash and cash equivalents at beginning
of period    |  |                                   | 70   |   |          |  | 70       |              |  |  | 12,028      |   |  |               |        |              |  |  | 12,168  |  
|                                                    |  |                                   |      |   |          |  |          |              |  |  |             |   |  |               |        
|Cash and cash equivalents at end of period          |  |                                   | £70  |   |          |  | £70      |              |  |  | £          |   |  |               | £      |              |  |  | £140    |  
|                                                    |  |                                   |      |   |          |  |          |              |  |  |             |   |  |               |        

|                                                    |  |                 |    |  |          |   |    |              |  |   |             |  |  |               |   |              |  |   |        | 
|--------------------------------------------------- |  | --------------- | -- |  | -------- | - | -- | ------------ |  | - | ----------- |  |  | ------------- | - | ------------ |  | - | ------ | 
|                                                    |  | January 1, 2003 |   
|                                                    |  |                 |   
|                                                    |  | Diamond         |    |  | Diamond  |   |    |              |  |   |             |  |  |               |   | Consolidated | 
|Statement of cash flows                             |  | Cable           |    |  | Holdings |   |    | Subsidiaries |  |   | Adjustments |  |  | Diamond Cable |  
|                                                    |  |                 |    |  |          |   |    |              |  |   |             |  |  |               |  
|Net cash (used in) provided by operating
activities |  | £               |   |  |          | £ |   |              |  | £ |            |  |  | £             |  |              |  | £ |       | 
|Investing
activities:                              
|Net cash (used in) provided by investing
activities |  |                 |   |  |          |   |   |              |  |   |            |  |  |               |  |              |  |   |       | 
|Financing activities:                               |  |                 |    |  |          |   |    |              |  |   |             |  |  |               |   |              |  |   |        | 
|Net cash provided by (used in) financing
activities |  |                 |   |  |          |   |   |              |  |   |            |  |  |               |  |              |  |   |       | 
|                                                    |  |                 |    |  |          |   |    |              |  |   |             |  |  |               |  
|Increase in cash and cash equivalents               |  |                 |   |  |          |   |   |              |  |   |            |  |  |               |  |              |  |   |       | 
|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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##### Table of Contents



DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

Note 11(continued)

|                                                    |  |                                   |        |   |                  |  |         |              |  |  |             |   |  |               |         |   |              |  |        |  
|--------------------------------------------------- |  | --------------------------------- | ------ | - | ---------------- |  | ------- | ------------ |  |  | ----------- | - |  | ------------- | ------- | - | ------------ |  | ------ | -
|                                                    |  | Three Months Ended March 31, 2002 |       
|                                                    |  |                                   |       
|                                                    |  | Diamond                           |        |   |                  |  |         |              |  |  |             |   |  |               |         |   | Consolidated | 
|Statement of Cash Flows                             |  | Cable                             |        |   | Diamond Holdings |  |         | Subsidiaries |  |  | Adjustments |   |  | Diamond Cable |        
|                                                    |  |                                   |        |   |                  |  |         |              |  |  |             |   |  |               |        
|Net cash (used in) provided by
operating activities |  |                                   | £8,606 |   |                  |  | £(4,341 | )            |  |  | £3,783      |   |  |               | £(4,125 | ) |              |  | £3,923 |  
|Investing activities:                               |  |                                   |        |   |                  |  |         |              |  |  |             |   |  |               |         |   |              |  |        |  
|(Advances to) repayments from
subsidiaries, net     |  |                                   | (8,536 | ) |                  |  | 4,411   |              |  |  |            |   |  |               | 4,125   |   |              |  |       |  
|Purchase of property and equipment                  |  |                                   |       |   |                  |  |        |              |  |  | (5,719      | ) |  |               |        |   |              |  | (5,719 | )
|                                                    |  |                                   |        |   |                  |  |         |              |  |  |             |   |  |               |        
|Net cash provided by (used in)
investing activities |  |                                   | (8,536 | ) |                  |  | 4,411   |              |  |  | (5,719      | ) |  |               | 4,125   |   |              |  | (5,719 | )
|                                                    |  |                                   |        |   |                  |  |         |              |  |  |             |   |  |               |        
|Financing activities:                               |  |                                   |        |   |                  |  |         |              |  |  |             |   |  |               |         |   |              |  |        |  
|Principal payments                                  |  |                                   |       |   |                  |  |        |              |  |  | (95         | ) |  |               |        |   |              |  | (95    | )
|Capital lease payments                              |  |                                   |       |   |                  |  |        |              |  |  | (27         | ) |  |               |        |   |              |  | (27    | )
|                                                    |  |                                   |        |   |                  |  |         |              |  |  |             |   |  |               |        
|Net cash provided by (used in)
financing activities |  |                                   |       |   |                  |  |        |              |  |  | (122        | ) |  |               |        |   |              |  | (122   | )
|                                                    |  |                                   |        |   |                  |  |         |              |  |  |             |   |  |               |        
|Increase
(decrease) in cash and cash equivalents    |  |                                   | 70     |   |                  |  | 70      |              |  |  | (2,058      | ) |  |               |        |   |              |  | (1,918 | )
|Cash and cash equivalents at beginning
of period    |  |                                   |       |   |                  |  |        |              |  |  | 4,535       |   |  |               |        |   |              |  | 4,535  |  
|                                                    |  |                                   |        |   |                  |  |         |              |  |  |             |   |  |               |        
|Cash and cash equivalents at end of period          |  |                                   | £70    |   |                  |  | £70     |              |  |  | £2,477      |   |  |               | £      |   |              |  | £2,617 |  
|                                                    |  |                                   |        |   |                  |  |         |              |  |  |             |   |  |               |        

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003




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

Overview

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

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, referred to in this Annual
Report as the Plan, under Chapter 11 of the US 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, we and Diamond Holdings filed proceedings for Administration in England.
The Plan became effective on January 10, 2003, at which time we, Diamond
Holdings and NTL Incorporated, our parent company, 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:

the 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 issued by Diamond
Cable Communications Limited 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

     the 30% Loan Notes issued by Diamond Cable Communications Limited to NTL
Incorporated were cancelled in exchange for the issuance to NTL Incorporated of
one share of Diamond Cable Communications Limited.

Background of Restructuring

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

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.

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 annual report as the Debtors)
filed cases and a pre-arranged joint reorganization plan under Chapter 11 of
the US Bankruptcy Code. In connection with the filing, some members of the
unofficial creditors committee of bondholders entered into a credit facility
agreement, referred to in this annual report 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 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.

The Plan was confirmed by the Bankruptcy Court 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 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

The Group has historically incurred operating losses and negative
operating cash flow. In addition, the Group required and expects to continue to
require significant amounts of capital to finance construction of its networks,
connection of customers to the networks, other capital expenditures and for
working capital needs including debt service requirements. As of March 31, 2003, the Company had approximately £0.1 million in cash
and cash equivalents on hand. The Company estimates
that the Groups cash from operations, net of its capital
expenditures and debt service requirements will be approximately
£8 million to £12 million from April 1, 2003
to March 31, 2004.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

Over the long term, the Company will continue to require cash to fund
operations, service or repay its remaining debt and implement its strategy. In order to
fund these requirements, the Company anticipates that it will use cash flow
from 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.

Description of Indebtedness

Loan Note payable to NTL Incorporated

On March 31,
2003, the Company entered into a loan agreement with NTL under which
£10.0 million had been borrowed on April 2, 2003.
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.

Diamond Holdings Senior Notes

In February 1998, Diamond Holdings issued 10% Senior Notes due February 1,
2008 and 9 1/8% Senior Notes

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

due February 1, 2008 (collectively, the Senior Notes). The Senior Notes
are guaranteed by the Company as to payment of principal, interest and any
other amounts due. In connection with the issuance of the Senior Notes, the
Group terminated its existing bank facility.

As of March 31, 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.

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

The Group had no significant commercial commitments as of March 31, 2003.

The following table
includes aggregate information about the Groups
contractual obligations as of March 31, 2003 and the periods in
which payments are due:

|                                   |  |                        |       |  |        |           |     |       |     |   |       |     |  |         |       |  |  |   |     | 
|---------------------------------- |  | ---------------------- | ----- |  | ------ | --------- | --- | ----- | --- | - | ----- | --- |  | ------- | ----- |  |  | - | --- | 
|                                   |  | Payments Due by Period |      
|                                   |  |                        |      
|                                   |  |                        |       |  |        | Less than |     |       | 1-3 |   |       | 4-5 |  |         | After | 
|Contractual Obligations            |  | Total                  |       |  | 1 Year |           |     | Years |     |   | Years |     |  | 5 Years |      
|                                   |  |                        |       |  |        |           |     |       |     |   |       |     |  |         |      
|                                   |  | (in millions)          |      
|Long-Term Debt                     |  | £                      | 204.6 |  |        | £         |    |       |     |   |       |     |  | £       | 204.6 |  |  |   |    | 
|Capital Lease Obligations          |  |                        |      |  |        |           |    |       |     |   |      |     |  |         |      |  |  |   |    | 
|Operating Leases                   |  |                        |      |  |        |           |    |       |     |   |      |     |  |         |      |  |  |   |    | 
|Unconditional Purchase Obligations |  |                        |      |  |        |           |    |       |     |   |      |     |  |         |      |  |  |   |    | 
|Other Long-Term Obligations        |  |                        | 1.9   |  |        |           | 0.3 |       |     |   | 0.5   |     |  |         | 0.5   |  |  |   | 0.6 | 
|                                   |  |                        |       |  |        |           |     |       |     |   |       |     |  |         |      
|Total Contractual Cash Obligations |  | £                      | 206.5 |  |        | £         | 0.3 |       |     | £ | 0.5   |     |  | £       | 205.1 |  |  | £ | 0.6 | 
|                                   |  |                        |       |  |        |           |     |       |     |   |       |     |  |         |      

Condensed Consolidated Statements of Cash Flows

Net cash (used in) provided by operating activities amounted to £(6.9)
million and £3.9 million for the three months ended March 31, 2003 and 2002,
respectively. The change is owing to the payment of outstanding interest due
August 1, 2002, at exit.

Net cash used in investing activities amounted to £5.0 million and £5.7
million for the three months ended March 31, 2003 and 2002, respectively,
primarily for continuing fixed asset purchases and construction. The Company
will continue to minimize purchases of fixed assets in 2003 in an effort to
conserve cash.

Net cash used in financing activities amounted to £0.1 million and £0.1
million in the three months ended March 31, 2003 and 2002, respectively,
resulting from mortgage principal payments and capital lease payments.

Selected Operating Data

The following table sets forth certain data concerning the Companys
Franchises at March 31, 2003 and December 31, 2002:

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

|                                     |  |           |         |   |              |  |         |  
|------------------------------------ |  | --------- | ------- | - | ------------ |  | ------- | -
|                                     |  | March 31, |         |   | December 31, | 
|                                     |  | 2003      |         |   | 2002         | 
|                                     |  |           |         |   |              | 
|Homes
passed(1)                      |  |           | 794,000 |   |              |  | 794,000 |  
|Homes
marketed(2)                    |  |           | 695,334 |   |              |  | 712,600 |  
|Total
customers(4)                   |  |           | 335,902 |   |              |  | 331,553 |  
|Digital Cable Subscribers            |  |           | 111,931 |   |              |  | 107,877 |  
|Analogue Cable Subscribers           |  |           | 81,259  |   |              |  | 87,819  |  
|Broadband Internet Subscribers       |  |           | 104,659 |   |              |  | 75,826  |  
|Dial up Internet Subscribers         |  |           | 71,539  |   |              |  | 80,198  |  
|Telephone Subscribers                |  |           | 312,880 |   |              |  | 309,462 |  
|Penetration
(Homes marketed)(3)      |  |           | 48.3    | % |              |  | 46.5    | %
|Average monthly revenue per customer |  |           | £37.29  |   |              |  | £37.02  |  
|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 March 31, 2003 reflects an ongoing
data cleansing exercise.
|  
|3. |  | Penetration rate is calculated by dividing the number of customers by the
number of homes.                                                                                                                             
|  
|4. |  | Total customers at December
31, 2002 have been restated to include MATV customers.                                                                                                                                     

Summarized consolidated financial information for the Company for the three
months ended March 31, is as follows (in thousands, NM denotes percentage is
not meaningful):

|                                             |  |                             |          |   |                     |   |           |   |  |  |         |   |  |         |       |  
|-------------------------------------------- |  | --------------------------- | -------- | - | ------------------- | - | --------- | - |  |  | ------- | - |  | ------- | ----- | -
|                                             |  | Three
Months Ended March 31 |          |   | Increase/(Decrease) |  
|                                             |  |                             |          |   |                     |  
|                                             |  | 2003                        |          |   | 2002                |   |           |   |  |  |         |   |  |        
|                                             |  |                             |          |   |                     |   |           |   |  |  |         |   |  |        
|                                             |  | Reorganized                 |          |   | Predecessor         |   |           |   |  |  |         |   |  |        
|                                             |  | Company                     |          |   | Company             |   |           | £ |  |  | %       |  
|                                             |  |                             |          |   |                     |   |           |   |  |  |         |  
|Revenues                                     |  |                             | £45,190  |   |                     | £ | 46,530    |   |  |  | (1,340  | ) |  |         | (2.9  | )
|Operating costs                              |  |                             | (20,714  | ) |                     |   | (22,733   | ) |  |  | (2,019  | ) |  |         | (8.9  | )
|Selling, general and
administrative expenses |  |                             | (14,191  | ) |                     |   | (14,823   | ) |  |  | (632    | ) |  |         | (4.3  | )
|Other charges                                |  |                             | (131     | ) |                     |   | (7        | ) |  |  | 124     |   |  | 1,771.4 |      
|Depreciation and amortization                |  |                             | (14,413  | ) |                     |   | (15,680   | ) |  |  | (1,267  | ) |  |         | (8.1  | )
|                                             |  |                             |          |   |                     |   |           |   |  |  |         |   |  |        
|Operating loss                               |  |                             | (4,259   | ) |                     |   | (6,713    | ) |  |  | (2,454  | ) |  |         | (36.6 | )
|                                             |  |                             |          |   |                     |   |           |   |  |  |         |   |  |        
|Interest expense                             |  |                             | (7,503   | ) |                     |   | (31,297   | ) |  |  | (23,794 | ) |  |         | (76.0 | )
|Interest expense to affiliate                |  |                             | (29,281  | ) |                     |   |          |   |  |  | 29,281  |   |  | NM      |      
|Interest income                              |  |                             | 50       |   |                     |   | 95        |   |  |  | (45     | ) |  |         | (47.4 | )
|Foreign
exchange gains (losses), net         |  |                             | 3,786    |   |                     |   | (20,939   | ) |  |  | (24,725 | ) |  | (118.1  | )    
|                                             |  |                             |          |   |                     |   |           |   |  |  |         |   |  |        
|Net loss                                     |  |                             | £(37,207 | ) |                     |   | £ (58,854 | ) |  |  | (21,647 | ) |  |         | (36.8 | )
|                                             |  |                             |          |   |                     |   |           |   |  |  |         |   |  |        

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 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 thousands):

|                                       |  |  |                    |  
|-------------------------------------- |  |  | ------------------ | -
|                                       |  |  | January
1, 2003    |  
|                                       |  |  |                   
|                                       |  |  | PredecessorCompany
|                                       |  |  |                   
|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           |  
|                                       |  |  |                   

Results of Operations for the Three Months Ended March 31, 2003 and 2002

Revenue decreased in the three months ended March 31, 2003 compared with
2002 primarily as a result of fewer customers owing to the capital constraints
including reduced capital expenditure to connect new customers. This reduction
was partly mitigated by price increases including the introduction of charges
for the Groups dial-up internet service (which was previously available
without charge), upselling additional services to customers and from growth in
broadband subscribers. The Company expects revenue increases in the future to
be achieved by further growth in services such as digital television and
broadband services.

Operating costs (including network expenses) for the three months ended
March 31, 2003 and 2002 were £20.7 million and £22.7 million, respectively,
representing a decrease of £2.0 million. Operating costs (including network
expenses) as a percentage of revenue were 45.8% and 48.9% in the three months
ended March 31, 2003 and 2002, respectively. The improved margin has resulted
from efficiencies gained in the network and negotiated reductions in the costs
of interconnection and television programming. Operating costs include certain
costs which 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 the Groups telephony traffic, as well as the provision of
technical infrastructure and network capacity by NTL for the Groups
subscription Internet and digital cable services. In the three months ended March 31, 2003
and 2002, these charges were £8.7 million and £9.6 million, respectively.

Selling, general and administrative expenses for the three months ended
March 31, 2003 and 2002 were £14.2 million and £14.8 million, respectively,
representing a decrease of 4.3%. Selling, general and administrative expenses
as a percentage of revenue were 31.4% and 31.9% in the three months ended March
31, 2003 and 2002, respectively.This reduction results from the continued
progress NTL has made in improving efficiencies and reducing costs. Selling,
general and administrative expenses include certain costs which 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 the Groups use of the related IT equipment. These charges
were £14.2 million and £14.8 million in the three months ended March 31, 2003
and 2002, respectively.

Other charges of £131,000 in 2003 were allocated to the Group by a
subsidiary of NTL and include employee severance and related costs.

Depreciation and amortization expense for three months ended March 31,
2003 and 2002 was £14.4 million and £15.7 million, respectively, representing a
decrease of £1.3 million. The decrease was primarily due to
a reduction in the carrying value of fixed assets subject to
depreciation due to the adoption of fresh-start reporting. The
depreciation decrease was offset by an increase in amortization of
customer lists also due to the adoption of fresh-start reporting.

Interest expense and amortization of debt discount and expenses for the
three months ended March 31, 2003 and 2002 was £7.5 million and £31.3 million,
respectively, representing a decrease of £23.8 million.This reduction has been
offset by an increase in interest expense to affiliates of £29.3 million. The
increase in total interest payable is owing to the amortization of the
difference between the book value of the long-term debt and its fair value adopted
on January 1, 2003.

A substantial portion of the Groups existing debt obligations are
denominated in U.S. dollars, while the Groups revenues and expenses are
generated and stated in UK pounds sterling. During the three months March 31,
2003 and 2002, the Group recognized net foreign exchange gains of £3.8 million
and losses of £20.9 million, respectively, primarily owing to the unrealized
losses on translation of its Discount Notes and 1998 Notes. Changes in foreign
currency exchange rates may affect the Groups ability to satisfy its
obligations under these debt instruments as they become due.

Recent Accounting Pronouncements

In July 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. SFAS No. 146 replaces
Emerging Issues Task Force Issue No. 94-3 Liability Recognition for Certain
Employee

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

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 operations, financial condition or
cash flows of the Group.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, effective for the Group 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 the results of operations, financial condition
or cash flows of the Group.

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

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

and other factors that may cause the actual results, performance
or achievements of the Group, or industry results, to be materially different
from those contemplated, projected, forecasted, estimated or budgeted, whether
expressed or implied, by such forward-looking statements. Such factors include,
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.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

The Group is 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, the Group has not entered
into derivative financial instruments.

Foreign Exchange Risk

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

Interest Rate Risk

The Group is exposed to interest rate risk on the fair market value of its
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.

The following table
provides information as of March 31, 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

|                         |                               |  |                      |   |  |      |  |   |      |  |  |      |  |           |      |   |  |            |  |        |       |  |  |      |  |  |  |        |  |  |      |        | 
|------------------------ | ----------------------------- |  | -------------------- | - |  | ---- |  | - | ---- |  |  | ---- |  | --------- | ---- | - |  | ---------- |  | ------ | ----- |  |  | ---- |  |  |  | ------ |  |  | ---- | ------ | 
|                         |                               |  |                      |   |  |      |  |   |      |  |  |      |  |           |      |   |  |            |  |        |       |  |  |      |  |  |  |        |  |  | Fair |       
|                         |                               |  | Year ended March 31, |   |  |      |  |   |      |  |  |      |  | Value     |     
|                         |                               |  |                      |   |  |      |  |   |      |  |  |      |  | March 31, |     
|                         |                               |  | 2004                 |   |  | 2005 |  |   | 2006 |  |  | 2007 |  |           | 2008 |   |  | Thereafter |  |        | Total |  |  | 2003 | 
|                         |                               |  |                      |   |  |      |  |   |      |  |  |      |  |           |      |   |  |            |  |        |       |  |  |      | 
|Long-term Debt Including |                               |  |                      |   |  |      |  |   |      |  |  |      |  |           |      |   |  |            |  |        |       |  |  |      |  |  |  |        |  |  |      |       
|Current Portion          |                               |  |                      |   |  |      |  |   |      |  |  |      |  |           |      |   |  |            |  |        |       |  |  |      |  |  |  |        |  |  |      |       
|U.S. Dollars             |                               |  |                      |   |  |      |  |   |      |  |  |      |  |           |      |   |  |            |  |        |       |  |  |      |  |  |  |        |  |  |      |       
|                         | Fixed Rate                    |  |                      |  |  |      |  |  |      |  |  |     |  |           |      |  |  |            |  | $110.0 |       |  |  |     |  |  |  | $110.0 |  |  |      | $85.8  | 
|                         | Average Interest Rate         |  |                      |   |  |      |  |   |      |  |  |      |  |           |      |   |  |            |  | 9.125  | %     |  |  |      |  |  |  |        |  |  |      |        | 
|                         | Average Forward Exchange Rate |  |                      |   |  |      |  |   |      |  |  |      |  |           |      |   |  |            |  | 0.698  |       |  |  |      |  |  |  |        |  |  |      |        | 
|U.K. Pound               |                               |  |                      |   |  |      |  |   |      |  |  |      |  |           |      |   |  |            |  |        |       |  |  |      |  |  |  |        |  |  |      |       
|                         | Fixed Rate                    |  |                      |  |  |      |  |  |      |  |  |     |  |           |      |  |  |            |  | £135.0 |       |  |  |     |  |  |  | £135.0 |  |  |      | £101.3 | 
|                         | Average Interest Rate         |  |                      |   |  |      |  |   |      |  |  |      |  |           |      |   |  |            |  | 10.0   | %     |  |  |      |  |  |  |        |  |  |      |        | 




ITEM 4. CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures.The Companys
management, including the directors of NTL Group Limited*, the sole managing
member of the Company, who also serve as the Chief Executive Officer and Chief
Financial Officer of the Companys indirect parent, NTL Incorporated, have
conducted an evaluation of the effectiveness of the Companys disclosure
controls and procedures (as such term is defined in Rule 13a-14(c) and Rule
15d-14(c) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)) as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date). Based on that evaluation, the Directors have
concluded that, as of the Evaluation Date, the Companys disclosure controls
and procedures are effective in alerting them on a timely basis to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in the Companys reports filed or submitted under the
Exchange Act.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

(b)  Changes in Internal Controls.Since the Evaluation Date, there have
not been any significant changes in the Companys internal controls, or in
other factors that could significantly affect such internal controls.

*     The Company has no Chief Executive Officer or Chief Financial
Officer. Barclay Knapp and Scott E. Schubert are Directors of NTL Group Limited,
the sole managing member of the Company, and are the Chief Executive Officer
and Chief Financial Officer, respectively, of NTL Incorporated, the indirect
parent of NTL Group Limited and the Company.




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 do not generate sufficient cash flow from our operations to fund our
operational expenses and interest payments. We have historically met 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, which NTL expects will
continue for the foreseeable future. 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 year ended December 31, 2002 of $2,375.8
million, and for the years ended December 31:



| |  |  | 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 and capital expenditures, net of cash from operations, in
the twelve months from April 1, 2003 to March 31, 2004. NTL believes that its cash, cash equivalents and marketable securities on
hand of $478.8 million as of March 31, 2003

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

will be
sufficient for its cash requirements during the twelve months from
April 1, 2003 to March 31, 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 us and our subsidiaries and the laws of the
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 March 31, 2003, the accreted value of NTLs
total long-term indebtedness less unamortized discount of
$6,228.7 million represents 70.3% 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

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

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. 

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.

Our Chapter 11 reorganization and uncertainty over our financial condition
may harm our business and our brand name.

Adverse publicity or news coverage regarding our recent Chapter 11
reorganization and financial condition could have an adverse effect on parts of
our business. Similarly, negative press about the financial condition of other
cable and pay television operations and alternative telecom carriers in general
may affect our reputation. For example, one of our key strategies is to
increase our penetration of higher value small to medium size enterprises, or
SMEs, and provide increased retail services of bundled voice, data and Internet
services for SMEs. However, due to the negative publicity surrounding our
Chapter 11 reorganization and our financial condition and the potential effect
of that publicity on our brand name, we may find it difficult to convince SMEs
to take up our services. Although we have successfully consummated the Plan,
there is no assurance that such negative publicity will not adversely impact
our

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

results of operations or have a long-term effect on our brand.

In addition, uncertainty during our recapitalization process may have
adversely affected our relationships with our suppliers. If suppliers become
increasingly concerned about our financial condition, they may demand faster
payments or refuse to extend normal trade credit, both of which could further
adversely affect our cash conservation measures and our results of operations.
We may not be successful in obtaining alternative suppliers if the need arises
and this would adversely affect our results of operations.

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. In addition,
our business plan contemplates the introduction of services using new
technologies. Our investments in those new services, such as those related to
the 3G mobile network, may prove premature and we may not realize anticipated
returns on these new products. The cost of implementation for emerging and
future technologies could be significant, and our ability to fund such
implementation may depend on our ability to obtain additional financing. We
cannot be certain that we would be successful in obtaining any additional
financing required.

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. As existing
technology develops and new technologies emerge, we believe that competition
will intensify in each of our business areas, particularly business
telecommunications and the Internet. Some of our competitors have substantially
greater financial and technical resources 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. NTL is currently negotiating with BSkyB a formal,
long-term agreement for the supply of certain BSkyB channels, and believes this
will be concluded amicably. However, in the event that we are unable to
conclude an agreement successfully, NTL may be faced with uncertainty over the
terms and charges of such supply, now and in the future.

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

NTLs growth has been curtailed by funding constraints.

NTL has significantly decreased the amount it is spending on capital
expenditures due to liquidity constraints during the recapitalization process
and expects to further reduce capital expenditures during 2003. The decrease in
capital expenditure is the

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

result of NTLs need to divert increasing amounts of its financial
resources to meet liquidity requirements. As a result, we may be unable to
increase our customers in the short term and our near-term revenue and future
revenue growth may 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 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.
Although NTL cannot predict precisely the effect that this has had, it is
likely these internal reorganizations have negatively impacted employee morale.
If NTL undertakes additional internal reorganizations they will similarly
likely negatively impact morale. Negative effects on employee morale can have a
negative effect on NTLs operations generally.

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

NTL has experienced rapid growth and development in a relatively short
period, either through acquisitions or connecting customers to its network. One
of NTLs biggest challenges as it has grown has been to limit its customer
churn. The successful implementation of NTLs business plan depends upon a
reduction in the percentage of customers that stop using its services.

In order to reduce churn in the future, NTL aims 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 system is not successful, it could
experience an adverse effect on customer service and, in turn, the churn rate.

NTL plans to increase its customer and revenue generating unit (referred
to in this quarterly report as an RGU) base 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 reduce 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.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

Another part of our strategy to reduce 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 reducing 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 following our recent
restructuring.

As a result of capital constraints imposed on NTLs business during our
recent restructuring, NTL has been engaged in a process of reducing
expenditures in a variety of areas, including by way of a substantial reduction
in capital expenditure, a reduction in the number of employees and the
outsourcing of some functions. NTLs prospects will depend in part on its
ability to continue 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 successfully market 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 successfully market
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.

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.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

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 rings 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.

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 certain important 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 UK Office 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 maintenance of its mobile transmission 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.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

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 which 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 UK Ltd are negotiating a
formal arrangement pending finalization of a separate digital site sharing
agreement which 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.

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 we or NTL Incorporated, 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 MARCH 31, 2003

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

|     |  |                                                                                                                                                                               
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1 |  | Certification of Chief Executive Officer and Chief
Financial Officer 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:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the quarter ended March 31, 2003, the Company filed a Current
Report on Form 8-K, dated January 9, 2003, reporting under
Item 7, Financial Statements and Exhibits, that Diamond Cable Communications Limited
and Diamond Holdings Limited gave notice to The National Association
of Securities Dealers, Inc. that Diamond Holdings Limited will pay on January 10, 2003
interest on its Notes which was due but not paid
on August 1,2002 (including interest accruing on such unpaid interest
payment through the date of payment). There were no financial
statements filed with this report.

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DIAMOND CABLE COMMUNICATIONS LIMITED
FORM 10-Q
QUARTER ENDED MARCH 31, 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: May 15, 2003 |  | By:                                  |  | /s/ Barclay Knapp    
|                   |  |                                      |  |                      
|                   |  |                                      |  | Barclay Knapp        
|                   |  |                                      |  | Director             
|                   |  |                                      |  |                      
|Date: May 15, 2003 |  | By:                                  |  | /s/ Scott E. Schubert
|                   |  |                                      |  |                      
|                   |  |                                      |  | Scott E. Schubert    
|                   |  |                                      |  | Director             

39



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CERTIFICATIONS

I, Barclay Knapp, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Diamond Cable
Communications Limited;                                                                                                                                                                                                                                   
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|
| | 4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |                  
|------------------ |  | -----------------
|Date: May 15, 2003 |  | /s/ Barclay Knapp
|                   |  |                  
|                   |  | Barclay Knapp    
|                   |  | Director*        





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##### Table of Contents



I, Scott E. Schubert, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Diamond Cable
Communications Limited;                                                                                                                                                                                                                                   
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|
| | 4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |                      
|------------------ |  | ---------------------
|Date: May 15, 2003 |  | /s/ Scott E. Schubert
|                   |  |                      
|                   |  | Scott E. Schubert    
|                   |  | Director*            





*     The Company has no Chief Executive Officer or Chief Financial Officer.
Barclay Knapp and Scott E. Schubert are Directors of the Company and are Chief
Executive Officer and Chief Financial Officer, respectively, of NTL
Incorporated, the parent of the Company.