================================================================================

                                    FORM 10-K
                        --------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
      (Mark One)
          [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED

                        DECEMBER 31, 2000
                               OR
          [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                   FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                         Commission file number 0-24792

                               NTL (TRIANGLE) LLC
             (Exact name of registrant as specified in its charter)

         Delaware                                          13-4086747
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                              110 East 59th Street
                               New York, NY 10022
                                 (212) 906-8440
                   (Address, including zip code, and telephone
    number, including area code, of Registrant's principal executive offices)

                        --------------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE
                        ---------------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE
                          ----------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.
                  Yes  X                              No
                     ----                                ----

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K.   [ X ]

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

As of March 26, 2001, there were 800,000 shares of the Registrant's common stock
outstanding.  The  Registrant  is an indirect,  wholly-owned  subsidiary  of NTL
Incorporated, and there is no market for the Registrant's common stock.

The Registrant  meets the conditions set forth in General  Instructions  I(1)(a)
and  I(1)(b) of Form 10-K and is filing  this form with the  reduced  disclosure
format pursuant to General Instructions I(2)(b) and I(2)(c).
                           --------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
                           --------------------------


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<PAGE>


                               NTL (TRIANGLE) LLC
                               ------------------
                          2000 FORM 10-K ANNUAL REPORT
                          ----------------------------
                                TABLE OF CONTENTS
                                -----------------

                                     PART I
                                     ------
Item 1    Business........................................................... 1

Item 2    Properties......................................................... 1

Item 3    Legal Proceedings.................................................. 1

Item 4    Submission of Matters to a Vote of Security Holders................ 1


                                     PART II
                                     -------

Item 5    Market for the Registrant's Common Equity and
          Related Shareholder Matters ....................................... 1

Item 6    Selected Financial and Other Data.................................. 2

Item 7    Management's Discussion and Analysis of Financial Condition and
             Results of Operations........................................... 3

Item 7A   Quantitative and Qualitative Disclosures About Market Risk......... 5

Item 8    Financial Statements and Supplementary Data........................ 7

Item 9    Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure........................................23

                                    PART III
                                    --------

Item 10   Directors and Executive Officers of the Registrant.................23

Item 11   Executive Compensation.............................................23

Item 12   Security Ownership of Certain Beneficial Owners and Management.....23

Item 13   Certain Relationships and Related Transactions.....................23

                                     PART IV
                                     -------

Item 14   Exhibits, Financial Statement Schedules and Reports on Form 8-K....24

SIGNATURES...................................................................26

This Annual  Report on Form 10-K for the year ended  December 31,  2000,  at the
time of  filing  with the  Securities  and  Exchange  Commission,  modifies  and
supersedes  all prior  documents  filed pursuant to Sections 13, 14 and 15(d) of
the  Securities  Exchange Act of 1934 for purposes of any offers or sales of any
securities after the date of such filing pursuant to any Registration  Statement
or Prospectus filed pursuant to the Securities Act of 1933 which incorporates by
reference this Annual Report.

This Annual Report on Form 10-K contains  "forward-looking  statements"  as that
term is defined under the provisions of the Private Securities Litigation Reform
Act of 1995.  When used in this Form 10-K,  the words  "believe,"  "anticipate,"
"should,"   "intend,"  "plan,"  "will,"  "expects,"   "estimates,"   "projects,"
"positioned,"  "strategy," and similar expressions identify such forward-looking
statements.  Such  forward-looking  statements  involve known and unknown risks,
uncertainties  and other factors that may cause the actual results,  performance
or  achievements  of the  Registrant,  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:   general  economic  and  business   conditions,   the
Registrant's ability to continue to design networks, install facilities,  obtain
and  maintain  any  required  governmental  licenses  or  approvals  and finance
construction and development,  all in a timely manner at reasonable costs and on
satisfactory  terms  and  conditions,  as well  as  assumptions  about  customer
acceptance,  churn  rates,  overall  market  penetration  and  competition  from
providers of  alternative  services,  the impact of new  business  opportunities
requiring   significant  up-front  investment,   and  availability,   terms  and
deployment of capital.

<PAGE>

                                     PART I
                                     ------

ITEM 1    BUSINESS
------    --------

NTL (Triangle) LLC (formerly  Comcast UK Cable Partners  Limited)  (formerly NTL
(Bermuda)  Limited)  (formerly NTL (Bermuda)  LLC) (the  "Company") is a holding
company which holds all of the shares of various companies  principally  engaged
in  the  development,   construction,  management  and  operation  of  broadband
communications networks for telephone, cable television and Internet services in
the United Kingdom ("UK") and Ireland.  The Company owns the companies that have
franchises for Darlington and Teesside (collectively,  "Teesside") and Cambridge
Holding  Company  Limited   ("Cambridge")  in  the  UK,  and  Cablelink  Limited
("Cablelink"),  which owns the companies that provide services in Dublin, Galway
and Waterford,  Ireland.  The Company  previously  owned a 50% interest in Cable
London PLC ("Cable  London") which it sold in November 1999 and a 27.5% interest
in Birmingham Cable Corporation  Limited  ("Birmingham  Cable") which it sold in
October 1998.

In July 1999, NTL Communications Corp., an indirect  wholly-owned  subsidiary of
NTL Incorporated  ("NTL"),  acquired Cablelink for (IR Pound)535.18 million ((UK
Pound)421.9  million).  In December 1999, NTL Communications Corp. sold its 100%
interest in Cablelink to the Company for (UK  Pound)423.6  million in cash. This
transaction was accounted for at historical  cost in a manner  consistent with a
transfer of entities  under  common  control  which is similar to that used in a
"pooling of interests." Accordingly,  the Company's financial statements include
the results of Cablelink from July 1999.

In November 1999, the Company  converted to a Delaware limited liability company
and thereby changed its name to NTL (Triangle)  LLC. Under the Delaware  Limited
Liability  Company  Act,  the  Company is deemed to be the same entity as it was
prior to the conversion.

The Company is an indirect wholly-owned  subsidiary of NTL. NTL (Triangle) LLC's
executive office is located at 110 East 59th Street,  New York, NY 10022 and its
telephone number is (212) 906-8440.

ITEM 2    PROPERTIES
------    ----------

The Company  does not own or lease any  significant  real or  personal  property
other than through Teesside, Cambridge and Cablelink.

Teesside,  Cambridge  and  Cablelink  own their  cable and  telephony  plant and
equipment and generally own or lease,  under long-term leases,  the head-end and
switching node sites. The Company believes that its subsidiaries' facilities are
adequate to serve their existing customers.

ITEM 3    LEGAL PROCEEDINGS
------    -----------------

The  Company is  subject to legal  proceedings  and  claims  which  arise in the
ordinary  course of its business.  In the opinion of  management,  the amount of
ultimate  liability with respect to these actions will not materially affect the
financial position, results of operations or liquidity of the Company.

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------    ---------------------------------------------------

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

                                     PART II
                                     -------

ITEM 5    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
------    -----------------------------------------------------------------
          MATTERS
          -------

The Company is an indirect wholly-owned subsidiary of NTL Incorporated.

                                      - 1 -

<PAGE>



ITEM 6    SELECTED FINANCIAL AND OTHER DATA
------    ---------------------------------

The  following  table  sets forth  certain  financial  data for the years  ended
December 31, 2000,  1999,  1998, 1997 and 1996. The information has been derived
from  and  should  be  read  in  conjunction  with  the  consolidated  financial
statements and notes thereto included in Part II Item 8 of this Form 10-K.


<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                                  2000               1999               1998              1997             1996
                                                  ----               ----               ----              ----             ----
                                                  (1)               (1)(2)               (3)                                (4)
                                                                               (In thousands)
Statement of Operations Data:
<S>                                             <C>                 <C>                 <C>               <C>               <C>
Service income....................... (UK Pound)160,734   (UK Pound)118,963   (UK Pound)77,649  (UK Pound)55,603  (UK Pound)31,358
Consulting fee income................                 -                   -                938             1,059             1,070
Operating loss.......................           (80,556)            (35,999)           (15,567)          (22,604)          (24,553)
Equity in net losses of affiliates...                 -              (6,801)           (19,696)          (21,359)          (18,432)
(Loss) income before
  extraordinary item.................          (139,424)            329,465             43,205           (67,356)          (40,575)
Extraordinary item...................                 -                   -             (1,107)                -                 -
Net (loss) income....................          (139,424)            329,465             42,098           (67,356)          (40,575)



Balance Sheet Data:
At year end:
   Total assets...................... (UK Pound)920,605   (UK Pound)901,269  (UK Pound)514,802 (UK Pound)445,854 (UK Pound)484,370
   Long-term debt including loans
         from affiliates.............           374,310             293,285            259,104           247,970           216,027
   Contributed capital...............           394,115             363,974            359,057           359,049           359,049
   Retained earnings
         (accumulated deficit).......            44,766             184,190           (145,275)         (187,373)         (120,017)

Notes to Selected Financial and Other Data
<FN>
(1)      Beginning  in the  fourth  quarter  of 1999,  an NTL  subsidiary  began
         charging the Company a fee for shared services. The Company was charged
         (UK  Pound)26.3  million  and (UK  Pound)2.9  million in 2000 and 1999,
         respectively.
(2)      In 1999, the Company sold its 50.0% ownership  interest in Cable London
         to  Telewest   Communications  plc  for  (UK  Pound)428.0  million  and
         recognized a gain on the sale of (UK Pound)404.8  million. In addition,
         the results of operations  and  financial  position  include  Cablelink
         beginning July 1999.
(3)      In 1998,  the Company sold its 27.5%  ownership  interest in Birmingham
         Cable  Corporation  Limited  to  Telewest  Communications  plc  for (UK
         Pound)130.0   million  and  recognized  a  gain  on  the  sale  of  (UK
         Pound)110.5 million.
(4)      As a result of an acquisition,  the Company  consolidated the financial
         position and results of operations of Cambridge  beginning on March 31,
         1996.
</FN>
</TABLE>


                                      - 2 -

<PAGE>

ITEM 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------    ---------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

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

In November 1995, the Company issued $517.3 million principal amount at maturity
of 11.20% Senior Discount Debentures due 2007 (the "2007 Discount  Debentures").
Interest accreted on the 2007 Discount Debentures at 11.20% per annum compounded
semiannually  from  November  15, 1995 to November  15,  2000,  after which date
interest became payable in cash on each May 15 and November 15 through  November
15, 2007. The 2007 Discount Debentures contain restrictive covenants which limit
the Company's ability to pay dividends.

The  Company  currently  estimates  that  it  will  require   approximately  (UK
Pound)113.0  million in 2001 for capital  expenditures and debt service,  net of
cash from  operations.  Management  believes  that the  entire  (UK  Pound)113.0
million required will be funded through cash on hand, debt or equity from NTL or
its subsidiaries and from the Joint Purchasing Alliance Agreement deposit of (UK
Pound)21.3 million. Subsidiaries of the Company and Diamond Cable Communications
plc, a subsidiary  of NTL,  entered into this  agreement in 1999 for joint fixed
asset  purchases.  The  Company's  ability to meet its  long-term  liquidity and
capital  requirements  is contingent  upon  Cambridge,  Teesside and Cablelink's
ability to generate  positive  operating cash flow, or, if necessary,  to obtain
external  financing,  although there can be no assurance that any such financing
will be obtained on acceptable terms and conditions.

Consolidated Statement of Cash Flows
------------------------------------

Net cash provided by operating  activities  amounted to (UK Pound)19.7  million,
(UK Pound)43.1  million and (UK Pound)11.2  million for the years ended December
31,  2000,  1999 and 1998,  respectively.  The  change in net cash  provided  by
operating activities in 2000 as compared to 1999 and in 1999 as compared to 1998
is  primarily  due to  the  change  in the  Company's  operating  income  before
depreciation  and amortization and changes in working capital as a result of the
timing of receipts and disbursements.

Net cash  (used  in)  provided  by  investing  activities  was (UK  Pound)(96.2)
million,  (UK  Pound)(103.3)  million and (UK  Pound)62.2  million for the years
ended December 31, 2000, 1999 and 1998, respectively. Net cash used in investing
activities in 2000 includes capital  expenditures of (UK Pound)96.2 million. Net
cash  used  in  investing  activities  in 1999  includes  the  Joint  Purchasing
Agreement  deposit of (UK  Pound)51.9  million for  combined  purchases of fixed
assets by NTL affiliates, capital expenditures of (UK Pound)57.2 million and the
net  acquisition  costs of Cablelink of (UK Pound)422.1  million,  offset by the
proceeds  from the sale of Cable  London of (UK  Pound)428.0  million.  Net cash
provided by investing  activities in 1998 includes the proceeds from the sale of
Birmingham Cable of (UK Pound)130.0  million,  offset by capital expenditures of
(UK Pound)61.8 million.

Net cash provided by (used in) financing  activities was (UK Pound)53.5 million,
(UK  Pound)(15.2)  million  and (UK  Pound)(7.4)  million  for the  years  ended
December 31, 2000, 1999 and 1998,  respectively.  Net cash provided by financing
activities  in  2000  includes  contributions  from  NTL  Group  Limited  of (UK
Pound)30.1 million and loans from affiliates of (UK Pound)24.8 million. Net cash
used in financing  activities in 1999 includes the repayment of the Company's 9%
Subordinated  Notes  payable to  Comcast UK  Holdings,  Inc.  of (UK  Pound)13.1
million.  Net cash used in financing  activities  in 1998 includes the proceeds,
net of financing  costs,  provided  under the Company's  credit  facility of (UK
Pound)98.5  million  offset by the  repayment  of such  credit  facility  of (UK
Pound)102.0 million.

Results of Operations
---------------------

In December 1999,  Cablelink was acquired by the Company from NTL Communications
Corp.  This  transaction  was  accounted  for at  historical  cost  in a  manner
consistent with a transfer of entities under common control, which is similar to
that used in a "pooling of interests." Accordingly, the Company consolidated the
results of operations of Cablelink  from July 1999,  the date it was  originally
acquired by NTL  Communications  Corp. The results of Cablelink are not included
in the 1998 results.

Summarized  consolidated  financial  information  for the  Company for the three
years  ended  December  31,  2000 is as  follows  (in  thousands,  "NM"  denotes
percentage is not meaningful):

                                      - 3 -

<PAGE>

<TABLE>
<CAPTION>
                                                              Year Ended
                                                             December 31,                          Increase/(Decrease)
                                                        2000               1999                  (UK Pound)           %
                                                        ----               ----                  ----------         ----
<S>                                                <C>                 <C>                   <C>                <C>
Revenues.......................................   (UK Pound)160,734   (UK Pound)118,963     (UK Pound)41,771        35.1%
Operating, selling, general
  and administrative expenses..................             145,532              91,392               54,140        59.2
Other charges..................................               8,543                   -                8,543          NM
Depreciation and amortization..................              87,215              63,570               23,645        37.2
                                                 ------------------    ----------------
Operating loss.................................             (80,556)            (35,999)             (44,557)     (123.8)
                                                 ------------------    ----------------
Interest expense...............................              36,251              31,542                4,709        14.9
Interest expense to affiliate..................                 199                   -                  199          NM
Investment income..............................              (1,510)             (5,429)              (3,919)      (72.2)
Equity in net losses of affiliates.............                   -               6,801               (6,801)     (100.0)
Gain on sale of investments....................                   -            (404,750)            (404,750)     (100.0)
Amalgamation costs.............................                   -                 145                 (145)     (100.0)
Exchange losses and other......................              27,588               7,584               20,004       263.8
                                                 ------------------    ----------------
Income before income taxes.....................            (143,084)            328,108             (471,192)     (143.6)
Income tax benefit.............................               3,660               1,357                2,303       169.7
                                                 ------------------    ----------------
Net (loss) income..............................  (UK Pound)(139,424)  (UK Pound)329,465   (UK Pound)(468,889)     (142.3)
                                                 ==================    ================

                                                              Year Ended
                                                             December 31,                          Increase/(Decrease)
                                                        1999               1998                  (UK Pound)           %
                                                        ----               ----                  ----------         ----
Revenues.......................................   (UK Pound)118,963    (UK Pound)78,587     (UK Pound)40,376        51.4%
Operating, selling, general
  and administrative expenses..................              91,392              62,969               28,423        45.1
Depreciation and amortization..................              63,570              31,185               32,385       103.8
                                                 ------------------    ----------------
Operating loss.................................             (35,999)            (15,567)             (20,432)     (131.3)
                                                 ------------------    ----------------
Interest expense...............................              31,542              34,898               (3,356)       (9.6)
Investment income..............................              (5,429)             (9,054)              (3,625)       40.0
Equity in net losses of affiliates.............               6,801              19,696              (12,895)      (65.5)
Gain on sale of investments....................            (404,750)           (110,497)             294,253       266.3
Amalgamation costs.............................                 145               4,095               (3,950)      (96.5)
Exchange losses and other......................               7,584               2,090                5,494       262.9
                                                 ------------------    ----------------
Income before income taxes
  and extraordinary item.......................             328,108              43,205              284,903       659.4
Income tax benefit.............................               1,357                   -                1,357          NM
                                                 ------------------    ----------------
Income before extraordinary item...............             329,465              43,205              286,260       662.6
Loss from early extinguishment of debt.........                   -              (1,107)               1,107       100.0
                                                 ------------------    ----------------
Net income.....................................   (UK Pound)329,465    (UK Pound)42,098   (UK Pound)287,367       682.6
                                                 ==================    ================
</TABLE>


Substantially  all of the increases in revenues,  operating  expenses,  selling,
general and administrative  expenses,  and depreciation and amortization expense
from 1999 to 2000 and from 1998 to 1999 are  attributable  to the effects of the
acquisition of Cablelink,  as well as the continued development of the Company's
operations and increased  business activity  resulting from the growth in number
of subscribers in Cambridge, Teesside and Cablelink.

Operating  costs were (UK Pound)65.8  million,  (UK  Pound)47.0  million and (UK
Pound)29.5  million  for the  years  ended  December  31,  2000,  1999 and 1998,
respectively. Operating costs as a percentage of service income was 41.0%, 39.5%
and 38.0% for 2000, 1999 and 1998, respectively.

Selling,  general and administrative  expenses were (UK Pound)79.7 million,  (UK
Pound)44.4  million and (UK  Pound)33.5  million in December 31, 2000,  1999 and
1998, respectively. Beginning in the fourth quarter of 1999, a subsidiary of NTL
Communications Corp. began charging the Company for management, financial, legal
and  technical  services it  provides to the  Company.  These  charges  were (UK
Pound)26.3  million and (UK  Pound)2.9  million in 2000 and 1999,  respectively.
Included in the 1998  expenses  are  management  fees  charged by the  Company's
former parent and a former affiliate of (UK Pound)2.4  million.  After adjusting
for these charges,  selling, general and administrative expenses as a percentage
of  service  income  was  33.2%,  34.8%  and  40.0%  for  2000,  1999 and  1998,
respectively.



                                      -4-
<PAGE>

In 2001,  the  Company  intends to drive the  majority  of revenue  growth  from
increases in the average  revenue per customer  rather than through the addition
of new customers. This allows the Company to maintain revenue targets, has lower
capital  requirements due to fewer installs,  and drives higher operating income
due to the reduction in front-loaded  costs such as customer  acquisition  costs
and initial maintenance costs.

Other  charges  in 2000 are for  restructuring  costs of (UK  Pound)8.5  million
related to an announcement in November 2000 of the completion of a consolidation
review.  The restructuring  provision  includes  employee  severance and related
costs of (UK Pound)5.6  million for approximately 470 employees to be terminated
and  lease  exit  costs of (UK  Pound)2.9  million.  As of  December  31,  2000,
approximately 15 of the employees had been terminated. None of the provision had
been utilized through December 31, 2000.

Interest  expense for the years ended  December 31, 2000,  1999 and 1998 was (UK
Pound)36.3   million,   (UK  Pound)31.5  million  and  (UK  Pound)34.9  million,
respectively,  representing  an increase of (UK  Pound)4.7  million from 1999 to
2000 and a decrease of (UK  Pound)3.4  million  from 1998 to 1999.  The increase
from 1999 to 2000 is primarily  attributable  to the  compounding of interest on
the 2007  Discount  Debentures  partially  offset by the  repayment  of the note
payable to Comcast U.K. Holdings, Inc. in September 1999. The decrease from 1998
to 1999 is  attributable  to the  repayment  of the note payable to Comcast U.K.
Holdings,  Inc. in September 1999 and the repayment of the bank credit  facility
in October 1998.

In October 2000,  Cablelink  entered into a loan  agreement with a subsidiary of
NTL  Communications  Corp. to provide funding of up to (IR  Pound)300.0  million
((UK  Pound)239.5  million),  of which (IR  Pound)32.0  million ((UK  Pound)25.5
million) had been borrowed at December 31, 2000. The outstanding  borrowings are
due in October 2007.  Interest is payable  quarterly in arrears  beginning March
31, 2001 at EURIBOR plus 1%. Interest expense to affiliate was (UK Pound)199,000
in 2000.

Investment  income for the years ended December 31, 2000,  1999 and 1998 was (UK
Pound)1.5   million,   (UK  Pound)5.4   million  and  (UK   Pound)9.1   million,
respectively, representing a decrease of (UK Pound)3.9 million from 1999 to 2000
and a decrease of (UK Pound)3.7  million from 1998 to 1999.  The decreases  from
1999 to 2000 and 1998 to 1999 are  primarily  attributable  to  decreases in the
average  cash  balances  available  for  investment  in 2000  and  1999  and the
termination of loans to Cable London in November 1999.

Equity in net losses of affiliates for the years ended  December 31, 2000,  1999
and  1998  were  none,  (UK  Pound)6.8  million  and  (UK  Pound)19.7   million,
respectively,  representing decreases of (UK Pound)6.8 million from 1999 to 2000
and (UK Pound)12.9  million from 1998 to 1999. The decrease from 1999 to 2000 is
attributable  to the sale of Cable London in November  1999.  The decrease  from
1998  to 1999 is  attributable  to the  sale of  Cable  London  and the  sale of
Birmingham Cable in October 1998.

Gain on sale of investments of (UK Pound)404.8  million in 1999 is from the sale
of Cable London in November  1999, and (UK  Pound)110.5  million in 1998 is from
the sale of Birmingham Cable in October 1998.

The  Company  incurred  (UK  Pound)145,000  and (UK  Pound)4.1  million in costs
associated with the  amalgamation  with NTL in the years ended December 31, 1999
and 1998, respectively.

Exchange  losses and other for the years ended December 31, 2000,  1999 and 1998
were (UK Pound)27.6  million,  (UK Pound)7.6 million and (UK Pound)2.1  million,
respectively, representing increases of (UK Pound)20.0 million from 1999 to 2000
and (UK Pound)5.5  million from 1998 to 1999.  These increases  primarily result
from the impact of fluctuations in the valuation of the UK Pound Sterling on the
2007 Discount  Debentures,  which are  denominated in US Dollars.  The Company's
results of  operations  will  continue to be affected by foreign  exchange  rate
fluctuations.

ITEM 7A   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------   ----------------------------------------------------------

The  Company is exposed to market  risk  including  changes in foreign  currency
exchange rates. To manage the volatility relating to this exposure,  the Company
may  enter  into  various  derivative  transactions  pursuant  to the  Company's
policies  and  hedging  practices.  The  Company  does  not  hold or  issue  any
derivative  financial  instruments  for trading  purposes  and is not a party to
leveraged instruments. The credit risks associated with the Company's derivative
financial  instruments would be controlled through the evaluation and monitoring
of the creditworthiness of the counterparties.

                                      - 5 -

<PAGE>




Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rate and Average Forward Foreign Exchange Rate (US$/UK Pounds)

<TABLE>
<CAPTION>
                                                                                                           Fair
                                                                                                          Value
                                     2001    2002     2003     2004      2005    Thereafter    Total     12/31/00
                                     ----    ----     ----     ----      ----    ----------    -----     --------
                                                                (dollars in millions)
<S>                                  <C>        <C>         <C>        <C>        <C>         <C>       <C>
Long-term Debt, including
  Current Portion

11.20% Senior Discount
Debentures due 2007

  Fixed Rate                           --      --       --       --        --      $517.3     $517.3      $439.7
  Average Interest Rate                                                              11.2%
  Average Forward
   Exchange Rate                                                                    .6648

</TABLE>


                                      - 6 -

<PAGE>



ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
------    -------------------------------------------


REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholder
NTL (Triangle) LLC

We have audited the accompanying  consolidated  balance sheets of NTL (Triangle)
LLC and  subsidiaries  as of  December  31,  2000  and  1999,  and  the  related
consolidated  statements of operations,  shareholder's equity and cash flows for
each of the three years in the period ended  December 31, 2000.  Our audits also
included the financial  statement schedule listed in the index at Item 14(b)(i).
These   financial   statements   and  financial   statement   schedule  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial  statements and financial statement schedule based on
our  audits.  The  financial  statements  of Cable  London PLC and  subsidiaries
("Cable  London") (a  corporation  in which the Company had a 50% interest) have
been audited by other auditors whose report has been furnished to us; insofar as
our  opinion  on the 1998  consolidated  financial  statements  relates  to data
included for Cable London, it is based solely on their report.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our  opinion,  based on our  audits  and the  report of other  auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material respects, the consolidated financial position of NTL (Triangle) LLC and
subsidiaries as of December 31, 2000 and 1999, and the  consolidated  results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000 in  conformity  with  accounting  principles  generally
accepted in the United  States.  Also,  in our  opinion,  the related  financial
statement  schedule,   when  considered  in  relation  to  the  basic  financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.


                                                ERNST & YOUNG LLP


New York, New York
March 2, 2001






                                      - 7 -

<PAGE>







INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Cable London PLC

We  have  audited  the  consolidated  statements  of  operations,  shareholders'
(deficiency)  and cash flows of Cable London PLC (a company  incorporated in the
United  Kingdom) for the year ended December 31, 1998 (which  statements are not
presented separately herein).  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion on the
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the results of operations and cash flows of Cable London PLC
for the year ended December 31, 1998 in conformity  with  accounting  principles
generally accepted in the United States of America.


Deloitte & Touche

London, England
February 5, 1999

                                      - 8 -

<PAGE>

NTL (TRIANGLE) LLC
------------------

CONSOLIDATED BALANCE SHEETS
(in (UK Pound)000's, except share data)

<TABLE>
<CAPTION>
                                                                            December 31,
                                                                     2000                 1999
                                                                     ----                 ----
<S>                                                              <C>                  <C>
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents................................   (UK Pound)4,706      (UK Pound)27,895
   Accounts receivable, less allowance for doubtful accounts
     of(UK Pound)8,914 (2000) and (UK Pound)9,452 (1999)....            18,933                10,170
   Other current assets.....................................            13,850                 4,240
                                                             -----------------   -------------------
       Total current assets.................................            37,489                42,305

PROPERTY AND EQUIPMENT, NET.................................           466,157               382,078

INTANGIBLE ASSETS, NET......................................           395,683               434,333

OTHER ASSETS, NET...........................................            21,276                42,553
                                                             -----------------   -------------------
                                                             (UK Pound)920,605     (UK Pound)901,269
                                                             =================   ===================

LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------

CURRENT LIABILITIES
   Accounts payable and accrued expenses....................  (UK Pound)53,268      (UK Pound)34,431
   Interest payable.........................................             4,883                     -
   Deferred revenue.........................................            14,928                10,572
   Due to affiliates........................................            24,316                 5,905
   Current portion of long-term debt........................               662                   864
                                                             -----------------   -------------------
     Total current liabilities..............................            98,057                51,772

LOANS FROM AFFILIATE........................................            25,549                     -

LONG-TERM DEBT, less current portion........................           348,761               293,285

COMMITMENTS AND CONTINGENT LIABILITIES

DEFERRED INCOME TAXES.......................................             8,611                 8,237

SHAREHOLDER'S EQUITY
   Common membership interests, (UK Pound).01 par value
   - authorized and issued 800,000 shares...................                 8                     8
   Additional capital.......................................           394,107               363,966
   Accumulated other comprehensive income (loss)............               746                  (189)
   Retained earnings........................................            44,766               184,190
                                                             -----------------   -------------------
     Total shareholder's equity.............................           439,627               547,975
                                                             -----------------   -------------------
                                                             (UK Pound)920,605     (UK Pound)901,269
                                                             =================   ===================
</TABLE>

See notes to consolidated financial statements.

                                      - 9 -

<PAGE>



NTL (TRIANGLE) LLC
------------------

CONSOLIDATED STATEMENTS OF OPERATIONS
(in (UK Pound)000's)


<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                          2000               1999               1998
                                                   ------------------  -----------------  ----------------
<S>                                                  <C>                <C>                <C>
REVENUES
   Service income.................................  (UK Pound)160,734  (UK Pound)118,963  (UK Pound)77,649
   Consulting fee income..........................                  -                  -               938
                                                   ------------------  -----------------  ----------------
                                                              160,734            118,963            78,587
                                                   ------------------  -----------------  ----------------
COSTS AND EXPENSES
   Operating......................................             65,843             47,034            29,515
   Selling, general and administrative............             79,689             44,358            33,454
   Other charges..................................              8,543                  -                 -
   Depreciation and amortization..................             87,215             63,570            31,185
                                                   ------------------  -----------------  ----------------
                                                              241,290            154,962            94,154
                                                   ------------------  -----------------  ----------------

OPERATING LOSS....................................            (80,556)           (35,999)          (15,567)

OTHER (INCOME) EXPENSE
   Interest expense...............................             36,251             31,542            34,898
   Interest expense to affiliate..................                199                  -                 -
   Investment income..............................             (1,510)            (5,429)           (9,054)
   Equity in net losses of affiliates.............                  -              6,801            19,696
   Gain on sale of investments....................                  -           (404,750)         (110,497)
   Amalgamation costs.............................                  -                145             4,095
   Exchange losses and other......................             27,588              7,584             2,090
                                                   ------------------  -----------------  ----------------
                                                               62,528           (364,107)         (58,772)
                                                   ------------------  -----------------  ----------------
(Loss) income before income taxes and
   extraordinary item.............................           (143,084)           328,108            43,205
Income tax benefit................................              3,660              1,357                 -
                                                   ------------------  -----------------  ----------------
(Loss) income before extraordinary item...........           (139,424)           329,465            43,205
Loss from early extinguishment of debt............                  -                  -            (1,107)
                                                   ------------------  -----------------  ----------------
NET (LOSS) INCOME................................. (UK Pound)(139,424) (UK Pound)329,465  (UK Pound)42,098
                                                   ==================  =================  ================
</TABLE>


See notes to consolidated financial statements.

                                     - 10 -

<PAGE>



NTL (TRIANGLE) LLC
------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in (UK Pound)000's)
<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                                                2000              1999               1998
                                                          ----------------- -----------------  ----------------
<S>                                                        <C>                <C>                <C>
OPERATING ACTIVITIES
   Net (loss) income.................................... (UK Pound)(139,424)(UK Pound)329,465  (UK Pound)42,098
   Adjustments to reconcile net income (loss)
    to net cash provided by operating activities:
     Depreciation and amortization......................             87,215            63,570            31,185
     Loss from early extinguishment of debt.............                  -                 -             1,107
     Amortization of premium on foreign
        exchange contracts..............................              2,308             2,770             2,770
     Non-cash interest expense..........................             30,860            30,851            27,264
     Non-cash investment income.........................                  -            (1,870)           (2,841)
     Gain on sale of investment.........................                  -          (404,750)         (110,497)
     Exchange losses (gains)............................             25,904             4,994            (3,870)
     Equity in net losses of affiliates.................                  -             6,801            19,696
     Other..............................................             (1,551)           (1,116)            4,095
                                                          ----------------- -----------------  ----------------
                                                                      5,312            30,715            11,007
     Accounts receivable and other current assets.......            (20,867)              360            (1,879)
     Accounts payable and other current liabilities.....             35,233            12,022             2,115
                                                          ----------------- -----------------  ----------------
         Net cash provided by operating activities......             19,678            43,097            11,243
                                                          ----------------- -----------------  ----------------

INVESTING ACTIVITIES
   Acquisition, net of cash acquired....................                  -          (422,070)                -
   Proceeds from sale of affiliate......................                  -           428,018           130,000
   Fixed asset deposit with affiliate...................                  -           (51,915)                -
   Capital expenditures.................................            (96,226)          (57,216)          (61,816)
   Additions to deferred charges........................                  -               (94)           (5,941)
   Purchase of marketable securities....................             (2,166)                -                 -
   Proceeds from sales of marketable securities.........              2,199                 -                 -
                                                          ----------------- -----------------  ----------------
         Net cash (used in) provided by
           investing activities.........................            (96,193)         (103,277)           62,243
                                                          ----------------- -----------------  ----------------

FINANCING ACTIVITIES
   Repayments of debt...................................             (1,448)          (15,215)         (102,064)
   Proceeds from borrowings.............................                  -                 -           100,000
   Deferred financing costs.............................                  -                 -            (1,463)
   Issuance of common stock.............................                  -                 -                 8
   Loans from (to) affiliates...........................             24,784                 -            (1,768)
   Contributions from NTL Group Limited.................             30,141                 -                 -
   Net transactions with affiliates.....................                  -                 -            (2,120)
                                                          ----------------- -----------------  ----------------
         Net cash provided by (used in)
           financing activities.........................             53,477           (15,215)           (7,407)
                                                          ----------------- -----------------  ----------------

Effect of exchange rate changes on cash.................               (151)             (161)                -
                                                          ----------------- -----------------  ----------------

(DECREASE) INCREASE IN CASH AND CASH
   EQUIVALENTS..........................................            (23,189)          (75,556)           66,079

CASH AND CASH EQUIVALENTS, beginning of year............             27,895           103,451            37,372
                                                          ----------------- -----------------  ----------------

CASH AND CASH EQUIVALENTS, end of year..................    (UK Pound)4,706  (UK Pound)27,895 (UK Pound)103,451
                                                          ================= =================  ================
</TABLE>


See notes to consolidated financial statements.

                                     - 11 -

<PAGE>



NTL (TRIANGLE) LLC
------------------

CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
(in (UK Pound)000's)

<TABLE>
<CAPTION>

                                             A Common                   B Common                   Common          Additional
                                        Shares        Par         Shares          Par        Shares      Par         Capital
                                        ------        ---         ------          ---        ------      ---         -------

<S>                                      <C>      <C>           <C>           <C>            <C>    <C>         <C>
BALANCE, JANUARY 1, 1998 ............   37,232   (UK Pound)372    12,873     (UK Pound)129                     (UK Pound)358,548
Net income ..........................
Amalgamation with NTL Incorporated ..  (37,232)           (372)  (12,873)             (129)    800 (UK Pound)8               501
                                      -------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 ..........        -               -         -                 -     800           8           359,049
Pooling of interest acquisition .....                                                                                      4,917
Net income ..........................
Currency translation adjustment .....
Comprehensive income ................
                                      -------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999 ..........        -               -         -                 -     800           8           363,966
Contributions from NTL Group Ltd. ...                                                                                     30,141
Net loss ............................
Currency translation adjustment .....
Comprehensive income ................
                                      -------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000 ..........        -     (UK Pound)-         -       (UK Pound)-     800 (UK Pound)8  (UK Pound)394,107
                                      ===========================================================================================






                                                                     Accum-
                                                                     ulated
                                                                     Other               Retained
                                               Compre-              Compre-              Earnings
                                               hensive              hensive              (Accum-
                                               Income                Income               ulated
                                               (Loss)                (Loss)              Deficit)                Total
                                               ------                -----               -------                 -----

BALANCE, JANUARY 1, 1998                                                          (UK Pound)(187,373)   (UK Pound)171,676
Net income                                (UK Pound)42,098                                    42,098               42,098
Amalgamation with NTL Incorporated                                                                                      8
                                       ----------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998                                                                  (145,275)             213,782
Pooling of interest acquisition                                                                                     4,917
Net income                               (UK Pound)329,465                                   329,465              329,465
Currency translation adjustment                       (189)     (UK Pound)(189)                                      (189)
                                        ----------------------
Comprehensive income                     (UK Pound)329,276                                                              -
                                       ----------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999                                                (189)              184,190              547,975
Contributions from NTL Group Ltd.                                                                                  30,141
Net loss                                (UK Pound)(139,424)                                 (139,424)            (139,424)
Currency translation adjustment                        935                 935                                        935
                                        ----------------------
Comprehensive income                    (UK Pound)(138,489)
                                       ----------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000                                       (UK Pound)746      (UK Pound)44,766    (UK Pound)439,627
                                       ==================================================================================

</TABLE>




See notes to consolidated financial statements.

                                     - 12 -

<PAGE>

NTL (TRIANGLE) LLC
------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   BUSINESS AND AMALGAMATION WITH NTL INCORPORATED

     NTL (Triangle) LLC (formerly Comcast UK Cable Partners  Limited)  (formerly
     NTL (Bermuda) Limited) (formerly NTL (Bermuda) LLC) (the "Company") and its
     subsidiaries  are  principally  engaged in the  development,  construction,
     management   and  operation  of  broadband   communications   networks  for
     telephone,  cable  television  and Internet  services in the United Kingdom
     ("UK") and Ireland. The Company owns the companies that have franchises for
     Darlington and Teesside  (collectively,  "Teesside") and Cambridge  Holding
     Company   Limited   ("Cambridge")   in  the  UK,  and   Cablelink   Limited
     ("Cablelink"),  which owns the companies  that provide  services in Dublin,
     Galway and Waterford,  Ireland. The Company previously owned a 50% interest
     in Cable London PLC ("Cable  London")  which it sold in November 1999 and a
     27.5% interest in Birmingham Cable Corporation Limited ("Birmingham Cable")
     which it sold in October 1998.

     In November 1999,  the Company  converted to a Delaware  limited  liability
     company  and  thereby  changed its name to NTL  (Triangle)  LLC.  Under the
     Delaware  Limited  Liability  Company  Act, the Company is deemed to be the
     same entity as it was prior to the conversion.

     On October 29, 1998, NTL Incorporated  ("NTL"),  NTL (Bermuda)  Limited,  a
     wholly-owned  subsidiary  of NTL,  and  Comcast UK Cable  Partners  Limited
     ("Partners")  consummated a transaction (the  "Amalgamation"),  whereby NTL
     (Bermuda) Limited merged with Partners.

     Immediately  following the  Amalgamation,  the Company and Bank of Montreal
     Trust Company,  as trustee,  executed a First  Supplemental  Indenture (the
     "First  Supplemental   Indenture")  relating  to  Partner's  11.20%  Senior
     Discount  Debentures  due 2007 (the  "Debentures"),  which provided for the
     assumption  by the  Company  of the  liabilities  and  the  obligations  of
     Partners under the Indenture,  dated as of November 15, 1995, governing the
     Debentures   (together   with  the  First   Supplemental   Indenture,   the
     "Indenture")  and  the  Debentures  issued  pursuant  thereto.   The  First
     Supplemental Indenture likewise provides that the Company shall succeed to,
     and be substituted for, and may exercise every right and power of, Partners
     under the Indenture and the Debentures.

     Pursuant  to then  existing  arrangements  between  Partners  and  Telewest
     Communications  plc ("Telewest"),  a co- owner of interests in Cable London
     and Birmingham Cable, Telewest had certain rights to acquire either or both
     of Partner's interests in these systems as a result of the Amalgamation. On
     August 14, 1998,  Partners and NTL entered into an agreement (the "Telewest
     Agreement")  with  Telewest  relating to Partner's  ownership  interests in
     Birmingham Cable,  Partner's and Telewest's  respective ownership interests
     in Cable London and certain other related matters. Pursuant to the Telewest
     Agreement,  in October 1998,  Partners sold its 27.5% ownership interest in
     Birmingham  Cable  to  Telewest  for  (UK  Pound)125.0  million,  plus  (UK
     Pound)5.0  million  for  certain  subordinated  debt and fees.  The Company
     recorded a gain of (UK Pound)110.5  million on the sale.  Additionally,  in
     November 1999, the Company sold its 50% ownership  interest in Cable London
     to Telewest for (UK  Pound)428.0  million in cash.  The Company  recorded a
     gain of (UK Pound)404.8 million on the sale.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Use of Estimates
     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States requires  management to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities and the disclosure of contingent  assets and liabilities at
     the date of the financial  statements and the reported  amounts of revenues
     and expenses during the reporting period.  Actual results could differ from
     those estimates.

     Principles of Consolidation
     The consolidated  financial  statements include the accounts of the Company
     and its wholly-owned  subsidiaries.  All significant  intercompany accounts
     and transactions have been eliminated in consolidation.


                                     - 13 -

<PAGE>


NTL (TRIANGLE) LLC
------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Foreign Currency Translation
     The financial  statements of Cablelink have been  translated into UK pounds
     sterling in accordance  with  Statement of Financial  Accounting  Standards
     ("SFAS") No. 52, "Foreign Currency Translation." All balance sheet accounts
     have been translated  using the current exchange rates at the balance sheet
     date.  Statement  of  operations  amounts  have been  translated  using the
     average  exchange rate for the period.  The gains or losses  resulting from
     the  change  in  exchange  rates  have  been  reported  as a  component  of
     accumulated other comprehensive income (loss). Foreign currency transaction
     gains and losses are included in the results of operations as incurred.

     Cash Equivalents
     Cash equivalents are short-term,  highly liquid investments with maturities
     of  three  months  or  less  when  purchased.   Cash   equivalents  of  (UK
     Pound)443,000  and (UK  Pound)15.9  million at December  31, 2000 and 1999,
     respectively,  consist  principally of commercial  paper, time deposits and
     money market funds.

     Investments in Affiliates
     Investments  in  entities  in which the Company has the ability to exercise
     significant  influence  over the operating  and  financial  policies of the
     investee  are  accounted  for  under  the  equity  method.   Equity  method
     investments  are  recorded at original  cost and adjusted  periodically  to
     recognize the Company's proportionate share of the investees' net income or
     losses  after the date of  investment,  additional  contributions  made and
     dividends   received.   The  differences  between  the  Company's  recorded
     investments  and its  proportionate  interests  in the  book  value  of the
     investees'  net  assets  were  being  amortized  to equity in net losses of
     affiliates over the remaining  original lives of the related  franchises of
     eight years.

     Property and Equipment
     Property and  equipment is stated at cost.  Improvements  that extend asset
     lives are capitalized;  other repairs and maintenance  charges are expensed
     as incurred.  Depreciation is computed by the straight-line method over the
     estimated  useful  lives  of the  assets.  Estimated  useful  lives  are as
     follows:  operating equipment - 6 to 40 years and other equipment - 3 to 40
     years.

     Intangible Assets
     Intangible assets include goodwill,  license  acquisition  costs,  customer
     lists and other  deferred  charges.  Goodwill is the excess of the purchase
     price over the fair value of net assets  acquired in business  combinations
     accounted for as purchases.  Goodwill is amortized on a straight-line basis
     over the period benefited of 15 years.  License acquisition costs represent
     the portion of the purchase  price  allocated to the cable  television  and
     telecommunications  licenses  acquired  in business  combinations.  License
     acquisition costs are amortized on a straight-line basis over the remaining
     lives of the licenses at acquisition of 5 years.  Customer lists  represent
     the portion of the  purchase  price  allocated to the value of the customer
     base.  Customer lists are amortized on a straight- line basis over 5 years.
     The other deferred charges are amortized on a straight-line basis primarily
     over 12 to 15 years.

     Valuation of Long-Lived Assets
     Long-lived assets,  including property and equipment and intangible assets,
     are reviewed for  impairment  whenever  events or changes in  circumstances
     indicate that the carrying amount may not be recoverable. If the sum of the
     expected future undiscounted cash flows is less than the carrying amount of
     the asset, a loss is recognized  for the difference  between the fair value
     and the carrying value of the asset.

     Derivative Financial Instruments
     The Company may use derivative financial instruments to manage its exposure
     to fluctuations in foreign currency  exchange rates.  Derivative  financial
     instruments  entered into by the Company are  periodically  examined by the
     Company  to  ensure  that  the  instruments  are  matched  with  underlying
     liabilities,  reduce the  Company's  risks  relating  to  foreign  currency
     exchange  rates,  and,  through  market  value  and  sensitivity  analysis,
     maintain a high correlation to the underlying value of the hedged item. For
     those instruments that do not meet the above criteria,  variations in their
     fair value would be  marked-to-market  on a current  basis in the Company's
     consolidated statement of operations.


                                      -14-
<PAGE>


NTL (TRIANGLE) LLC
------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The Company does not hold or issue any derivative financial instruments for
     trading  or   speculative   purposes  and  is  not  a  party  to  leveraged
     instruments.  The credit risks  associated  with the  Company's  derivative
     financial  instruments  would be  controlled  through  the  evaluation  and
     monitoring of the creditworthiness of the counterparties.

     Revenue Recognition
     Service  income is  recognized  at the time the  service is rendered to the
     customer or the performance of the service has been completed.  Charges for
     services  that are billed in  advance  are  deferred  and  recognized  when
     earned.

     Cable Television System Costs, Expenses and Revenues
     The Company  accounts for costs,  expenses and revenues  applicable  to the
     construction  and  operation  of  its  cable   television,   telephone  and
     telecommunications  systems  in  accordance  with SFAS No.  51,  "Financial
     Reporting by Cable Television Companies."

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

3.   RECENT ACCOUNTING PRONOUNCEMENTS

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
     Accounting Bulletin No. 101 ("SAB 101"),  "Revenue Recognition in Financial
     Statements." SAB 101 provides guidance on the recognition, presentation and
     disclosure of revenue in financial  statements.  SAB 101 was required to be
     adopted  retroactive  to January 1, 2000.  The  adoption  of SAB 101 had no
     significant effect on revenues or results of operations.

     Effective  January 1, 2001, the Company  adopted SFAS No. 133,  "Accounting
     for Derivative  Instruments  and Hedging  Activities,  " as amended by SFAS
     Nos. 137 and 138. The new accounting  standard requires that all derivative
     instruments be recorded on the balance sheet at fair value.  Changes in the
     fair  value of  derivatives  are  recorded  each  period in the  results of
     operations or in other comprehensive income (loss),  depending on whether a
     derivative  is  designated  as  a  fair  value  or  cash  flow  hedge.  The
     ineffective  portion of all hedges  will be  recognized  in the  results of
     operations.  There were no derivative  instruments  outstanding at December
     31,  2000,  therefore  the  adoption of this  standard had no effect on the
     financial position or results of operations.

4.   OTHER CHARGES

     Other charges in 2000 are for restructuring  costs of (UK Pound)8.5 million
     related  to an  announcement  in  November  2000  of  the  completion  of a
     consolidation   review.  The  restructuring   provision  includes  employee
     severance and related costs of (UK Pound)5.6  million for approximately 470
     employees to be terminated  and lease exit costs of (UK Pound)2.9  million.
     As of  December  31,  2000,  approximately  15 of the  employees  had  been
     terminated.  None of the provision had been utilized  through  December 31,
     2000.

5.   JOINT PURCHASING ALLIANCE AGREEMENT

     At December  31, 2000 and 1999,  other assets  include a  receivable  for a
     deposit of (UK Pound)21.3 million and (UK Pound)40.1 million, respectively,
     which will be utilized under a Joint Purchasing  Alliance Agreement entered
     into between  subsidiaries of the Company and Diamond Cable  Communications
     Limited,  a  subsidiary  of NTL, for combined  fixed asset  purchases.  The
     Company's original deposit was (UK Pound)51.9 million in March 1999.


                                     - 15 -

<PAGE>


NTL (TRIANGLE) LLC
------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


6.   INVESTMENTS IN AFFILIATES

     Summarized  financial  information  for affiliates  accounted for under the
     equity method for 1999 and 1998, is as follows (in (UK Pound)000's):


<TABLE>
<CAPTION>
                                                                        Birmingham              Cable
                                                                          Cable(1)            London(2)           Combined
                                                                        ----------            --------            --------
<S>                                                                         <C>                 <C>                <C>
YEAR ENDED DECEMBER 31, 1999
Results of operations
     Company's equity in net loss............................                          (UK Pound)(6,801)  (UK Pound)(6,801)

YEAR ENDED DECEMBER 31, 1998
Results of operations
     Service income..........................................                                    66,987             66,987
     Operating, selling, general and administrative expenses.                                   (52,128)           (52,128)
     Depreciation and amortization...........................                                   (22,659)           (22,659)
     Operating loss..........................................                                    (7,800)            (7,800)
     Net loss................................................                                   (23,325)           (23,325)
     Company's equity in net loss............................     (UK Pound)(7,841)             (11,855)           (19,696)
<FN>
---------------
(1) The Company sold its 27.5% interest in Birmingham Cable in October 1998.
(2) The Company sold its 50.0% interest in Cable London in November 1999.
</FN>
</TABLE>

7.   PROPERTY AND EQUIPMENT

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

                                                      December 31,
                                                2000                1999
                                         ------------------  ------------------

     Operating equipment................. (UK Pound)498,922   (UK Pound)414,276
     Other equipment.....................            57,125              61,364
     Construction in progress............            51,652               4,358
                                         ------------------  ------------------
                                                    607,699             479,998
     Accumulated depreciation............          (141,542)            (97,920)
                                         ------------------  ------------------
                                          (UK Pound)466,157   (UK Pound)382,078
                                         ==================  ==================


                                     - 16 -

<PAGE>


NTL (TRIANGLE) LLC
------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.   INTANGIBLE ASSETS

     Intangible assets consist of (in (UK Pound)000's):


<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                  2000                    1999
                                                                          --------------------     ------------------
<S>                                                                           <C>                    <C>
   Goodwill, net of accumulated amortization of (UK Pound)34,955 (2000)
            and (UK Pound)11,928 (1999)..................................    (UK Pound)314,953      (UK Pound)333,971
   License acquisition costs, net of accumulated amortization
            of (UK Pound)10,820 (2000) and (UK Pound)3,607 (1999)........               25,248                 32,461
   Customer lists, net of accumulated amortization of
            (UK Pound)8,365 (2000) and (UK Pound)1,616 (1999)............               23,957                 30,706
   Other, net of accumulated amortization of (UK Pound)26,838 (2000)
            and (UK Pound)21,168 (1999)..................................               31,525                 37,195
                                                                          --------------------     ------------------
                                                                             (UK Pound)395,683      (UK Pound)434,333
                                                                          ====================     ==================
</TABLE>

     In July 1999, NTL Communications  Corp., a wholly-owned  subsidiary of NTL,
     acquired Cablelink for (IR Pound)535.18 million ((UK Pound)421.9  million).
     Cablelink  provides  multi-channel  television and information  services in
     Dublin,  Galway and Waterford,  Ireland. NTL Communications Corp. accounted
     for the  acquisition  as a purchase.  The aggregate  purchase  price of (IR
     Pound)541.4 million ((UK Pound)428.5 million),  including costs incurred of
     (IR  Pound)6.2  million ((UK  Pound)4.9  million),  net of tangible  assets
     acquired  aggregated (IR  Pound)523.4  million ((UK  Pound)414.3  million),
     which was  allocated as follows:  (IR  Pound)45.6  million ((UK  Pound)36.1
     million)  to  license   acquisition  costs,  (IR  Pound)40.8  million  ((UK
     Pound)32.3  million) to customer  lists and (IR  Pound)437.0  million  ((UK
     Pound)345.9 million) to goodwill.

     In December 1999, the Company  acquired  Cablelink from NTL  Communications
     Corp. for (UK  Pound)423.6  million in cash. The Company  accounted for the
     acquisition at historical  cost in a manner  consistent  with a transfer of
     entities under common control,  which is similar to that used in a "pooling
     of  interests."  Accordingly,  the net assets and results of  operations of
     Cablelink have been included in the consolidated  financial statements from
     July 1999.  The  difference in the purchase  price paid by the Company ((UK
     Pound)423.6  million)  as  compared  to  the  purchase  price  paid  by NTL
     Communications   Corp.  ((UK  Pound)428.5  million)  of  approximately  (UK
     Pound)4.9  million is included in the statement of shareholder's  equity as
     an increase in additional capital.

     The pro forma  unaudited  consolidated  results of operations  for the year
     ended December 31, 1999 assuming the  consummation  of the above  mentioned
     transaction as of January 1, 1999 is as follows (in (UK Pound)000's):


          Total revenue..............................     (UK Pound)138,488
          Income before extraordinary item...........               313,596
          Net income.................................               313,596

9.   LONG-TERM DEBT

     2007 Discount Debentures
     In November 1995, the Company received net proceeds of approximately $291.1
     million  (UK  Pound)(186.9  million)  from the  sale of its  2007  Discount
     Debentures in a public  offering  ($517.3  million  principal at maturity).
     Interest  accreted  on the 2007  Discount  Debentures  at 11.20%  per annum
     compounded  semiannually from November 15, 1995 to November 15, 2000, after
     which date interest  became  payable in cash on each May 15 and November 15
     through  November  15,  2007.  The  accreted  value  of the  2007  Discount
     Debentures was (UK Pound)345.9  million and (UK  Pound)289.2  million as of
     December 31, 2000 and 1999, respectively.

                                     - 17 -

<PAGE>

NTL (TRIANGLE) LLC
------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The 2007 Discount Debentures contain restrictive  covenants which limit the
     Company's  ability  to enter  into  arrangements  for the  sale of  assets,
     mergers,  the  incurrence of additional  debt and the payment of dividends.
     The  Company  was in  compliance  with  such  restrictive  covenants  as of
     December 31, 2000.

     UK Holdings Credit Facility
     In December 1997, Comcast UK Holdings Limited, a wholly owned subsidiary of
     the Company,  entered into a loan  agreement  with a consortium of banks to
     provide  financing  under  a  credit  facility  (the  "UK  Holdings  Credit
     Facility")  up to a maximum of (UK  Pound)200.0  million.  The UK  Holdings
     Credit Facility's interest rate per annum was equal to the London Interbank
     Offered  Rate  ("LIBOR")  plus  1/2% to 2  1/4%.  The  consummation  of the
     Amalgamation  resulted in a change in control  and all amounts  outstanding
     thereunder became  immediately due and payable.  The Company repaid the (UK
     Pound)100.0 million outstanding on October 29, 1998 using proceeds from the
     sale  of  the  Birmingham   Cable   interests.   The  Company  recorded  an
     extraordinary  loss  from  early  extinguishment  of debt of (UK  Pound)1.1
     million from the write-off of unamortized deferred financing costs.

     Other
     In 2000,  Cambridge  repaid the balance due under its two bank loans of (UK
     Pound)433,000.  Also  included in long- term debt at December  31, 2000 and
     1999 are capital lease obligations.

10.  RELATED PARTY TRANSACTIONS

     In October 2000,  Cablelink entered into a loan agreement with a subsidiary
     of NTL  Communications  Corp. to provide  funding of up to (IR  Pound)300.0
     million ((UK  Pound)239.5  million),  of which (IR Pound)32.0  million ((UK
     Pound)25.5 million) had been borrowed at December 31, 2000. The outstanding
     borrowings  are due in  October  2007.  Interest  is payable  quarterly  in
     arrears beginning March 31, 2001 at EURIBOR plus 1%. The effective interest
     rate at December 31, 2000 was 4.88%.  Accrued interest at December 31, 2000
     was (IR  Pound)257,000  ((UK  Pound)205,000)  which is  included  in due to
     affiliates in the consolidated balance sheet.

     Since the Amalgamation,  a subsidiary of NTL Communications  Corp. has been
     providing  management,  financial,  legal  and  technical  services  to the
     Company.  Beginning in the fourth quarter of 1999,  this  subsidiary  began
     charging the Company for these services  using an allocation  formula based
     on  customers.  The  Company was  charged  (UK  Pound)26.3  million and (UK
     Pound)2.9  million in 2000 and 1999,  respectively,  which is  included  in
     selling,  general and  administrative  expenses and in due to affiliates in
     the  consolidated  balance  sheet.  It is not  practicable to determine the
     amounts of these  expenses  that would have been  incurred  had the Company
     operated as an  unaffiliated  entity.  In the opinion of  management of the
     Company,  the  allocation  method  is  reasonable.  Management  fees of (UK
     Pound)2.4  million were incurred under agreements with the Company's former
     parent and one of its  former  affiliates  in 1998,  which is  included  in
     selling,  general and administrative  expenses.  The management  agreements
     were terminated upon the amalgamation with NTL.

     Comcast U.K.  Consulting,  Inc., a former  wholly-owned  subsidiary  of the
     Company,  earned  consulting fee income under  consulting  agreements  with
     Birmingham  Cable and Cable London in 1998.  The  consulting fee income was
     generally  based on a  percentage  of gross  revenues or a fixed amount per
     dwelling unit. The consulting  agreements  were terminated in 1998 pursuant
     to the Telewest Agreement.

     Investment  income includes (UK Pound)1.9 million and (UK Pound)2.8 million
     of interest income in 1999 and 1998, respectively, relating to the loans to
     Birmingham Cable and Cable London.

     Notes payable to Comcast U.K.  Holdings,  Inc. consisted of 9% Subordinated
     Notes  payable  of (UK  Pound)13.1  million  which  the  Company  repaid at
     maturity in September  1999.  During the years ended  December 31, 1999 and
     1998, interest expense on the Notes was (UK Pound)822,000 and (UK Pound)1.0
     million, respectively.


                                     - 18 -

<PAGE>


NTL (TRIANGLE) LLC
------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


11.  INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary  differences
     between  the  carrying  amounts of assets  and  liabilities  for  financial
     reporting   purposes  and  the  amounts  used  for  income  tax   purposes.
     Significant  components  of  deferred  income  taxes are as follows (in (UK
     Pound)000's):


<TABLE>
<CAPTION>
                                                                                            December 31,
                                                                                     2000                   1999
                                                                                     ----                   ----
<S>                                                                           <C>                  <C>
         Deferred tax liabilities:
                  Intangibles....................................              (UK Pound)7,828      (UK Pound)10,233
                  Fixed asset depreciation.......................                        3,492                     -
                                                                         ---------------------   -------------------
         Total deferred tax liabilities..........................                       11,320                10,233
         Deferred tax assets:
                  Net operating loss carryforwards...............                        9,711                 9,297
                  Differences between book and tax
                   basis of property.............................                       32,947                19,580
                  Other..........................................                        1,844                 1,220
                                                                         ---------------------   -------------------
         Total deferred tax assets...............................                       44,502                30,097
         Less: Valuation allowance...............................                      (41,793)              (28,101)
                                                                         ---------------------   -------------------
         Net deferred tax assets.................................                        2,709                 1,996
                                                                         ---------------------   -------------------
         Net deferred tax liabilities............................              (UK Pound)8,611       (UK Pound)8,237
                                                                         =====================   ===================
</TABLE>

     The Company's  wholly-owned  subsidiaries have a deferred tax asset arising
     from the carryforward of net operating  losses and the differences  between
     the book and tax basis of property. However, a valuation allowance has been
     recorded as the realization of the deferred tax assets is uncertain.

12.  FINANCIAL INSTRUMENTS

     The  following  methods  and  assumptions  were  used  by  the  Company  in
     estimating its fair value disclosures for financial instruments.

     Current assets and current  liabilities:  The carrying  amounts of cash and
     cash  equivalents,  accounts  receivable,  other current  assets,  accounts
     payable and accrued liabilities, interest payable, deferred revenue and due
     to affiliates  reported in the balance sheet  approximate fair value due to
     the short-term maturities of these assets and liabilities.

     Long-term  debt: The estimated fair value of the Company's  publicly traded
     debt is based on quoted  market  prices.  The carrying  amount of the loans
     from  affiliate  approximates  the  fair  value.  Interest  rates  that are
     currently  available to the Company for issuance of debt with similar terms
     and  remaining  maturities  are used to estimate fair value for debt issues
     for which quoted market prices are not available.  At December 31, 2000 and
     1999,  the estimated  fair values of the Company's  long-term debt were (UK
     Pound)322.3 million and (UK Pound)305.0 million, respectively.

     FX Puts:  The  estimated  fair value of the  Company's  FX Puts is based on
     quoted market  prices.  At December 31, 1999,  the estimated fair values of
     the Company's FX Puts were (UK Pound)101,000.

     The Company is exposed to market risk including changes in foreign currency
     exchange  rates.  To manage the volatility  relating to this exposure,  the
     Company  entered  into  various  derivative  transactions  pursuant  to the
     Company's  policies and hedging  practices.  Positions were monitored using
     techniques  including market value and sensitivity  analyses.  During 1995,
     the Company entered into foreign  exchange put option contracts ("FX Puts")
     to limit the Company's exposure to the risk that the eventual cash outflows
     related to the Company's  long-term debt  denominated  in currencies  other
     than its functional currency (which is the UK Pound) are adversely affected
     by changes in  exchange  rates.  The Company  had (UK  Pound)250.0  million
     notional amount of FX Puts to purchase United States dollars at an exchange
     rate of $1.35 per (UK Pound)1.00. In November 2000, the Company sold all of
     its FX Puts with a

                                     - 19 -

<PAGE>

NTL (TRIANGLE) LLC
------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


     carrying value of (UK Pound)110,000 for (UK Pound)21,000,  and recognized a
     loss on the sale of (UK Pound)89,000.  Premiums paid for the FX Puts of (UK
     Pound)13.9   million  were  included  in  other  assets  in  the  Company's
     consolidated  balance sheet,  net of related  amortization.  These premiums
     were being amortized over the terms of the related contracts of five years.

13.  STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The  Company  made  cash  payments  for  interest  of   approximately   (UK
     Pound)367,000, (UK Pound)691,000 and (UK Pound)7.6 million during the years
     ended December 31, 2000, 1999 and 1998, respectively.

     The Company's wholly-owned  subsidiaries incurred capital lease obligations
     of none, (UK Pound)139,000 and (UK Pound)3.4 million during the years ended
     December 31, 2000, 1999 and 1998, respectively.

14.  COMMITMENTS AND CONTINGENCIES

     As  of  December   31,  2000,   the  Company  was   committed  to  purchase
     approximately (UK Pound)4.7 million for equipment and services.

     Certain of the Company's  facilities and equipment are held under operating
     or capital leases which expire in 2033.

     A summary  of assets  held  under  capital  lease  are as  follows  (in (UK
     Pound)000's):


                                                    December 31,
                                             2000                  1999
                                             ----                  ----
      Land, buildings and equipment      (UK Pound)11,647      (UK Pound)13,271
      Less: Accumulated depreciation               (6,185)               (6,324)
                                      -------------------  --------------------
                                          (UK Pound)5,462       (UK Pound)6,947
                                      ===================  ====================

     Future minimum rental  payments at December 31, 2000 are as follows (in (UK
     Pound)000's):


<TABLE>
<CAPTION>
                                                                             Capital                  Operating
                                                                             leases                     leases
                                                                             ------                    -------
<S>                                                                          <C>                        <C>
         Year ending December 31:
         2001                                                              (UK Pound)935              (UK Pound)4,817
         2002                                                                        851                        4,342
         2003                                                                        745                        3,902
         2004                                                                        653                        3,232
         2005                                                                        519                        2,873
         Thereafter.............................................                     725                       40,767
                                                                   ---------------------         --------------------
         Total minimum rental commitments.......................                   4,428             (UK Pound)59,933
                                                                                                 ====================
         Less: Amount representing interest.....................                    (923)
                                                                   ---------------------
         Present value of minimum rental commitments............                   3,505
         Less: Current portion of capital lease obligations.....                    (662)
                                                                   ---------------------
         Long-term portion of capital lease obligations.........         (UK Pound)2,843
                                                                   =====================
</TABLE>

     Rental expense for the years ended December 31, 2000, 1999 and 1998 was (UK
     Pound)4.0  million,  (UK  Pound)2.7  million  and  (UK  Pound)1.6  million,
     respectively.

     The Company is involved in legal  proceedings and claims which arise in the
     ordinary course of its business.  In the opinion of management,  the amount
     of ultimate  liability  with respect to these  actions will not  materially
     affect the  financial  position,  results of operations or liquidity of the
     Company.


                                     - 20 -
<PAGE>

NTL (TRIANGLE) LLC
------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


<TABLE>
<CAPTION>
                                             First              Second            Third              Fourth                  Total
                                            Quarter            Quarter         Quarter (1)         Quarter (2)                Year
                                            -------            -------         -----------         -----------                ----
                                                                      (in (UK Pound)000's)
<S>                                  <C>                <C>                 <C>                 <C>                <C>
2000
Revenues.........................  (UK Pound)38,677   (UK Pound)38,935    (UK Pound)39,679    (UK Pound)43,443   (UK Pound)160,734
Operating loss...................            (6,485)           (16,553)            (23,857)            (33,661)            (80,556)
Net loss.........................           (20,801)           (40,807)            (41,168)            (36,648)           (139,424)

1999
Revenues.........................  (UK Pound)23,189   (UK Pound)24,291    (UK Pound)33,342    (UK Pound)38,141   (UK Pound)118,963
Operating loss...................            (3,503)            (2,576)            (10,579)            (19,341)            (35,999)
Equity in net losses of affiliates           (2,060)            (1,912)             (1,601)             (1,228)             (6,801)
Net (loss) income................           (19,375)           (17,398)             (9,224)            375,462             329,465
---------------
<FN>
(1)  The results of operations include Cablelink from the date of acquisition in
     July 1999.

(2)  Fourth  quarter and total year net income in 1999  resulted  from a gain of
     (UK Pound)404.8 million due to the sale of the interests in Cable London in
     November 1999.
</FN>
</TABLE>












                                     - 21 -

<PAGE>








<TABLE>
<CAPTION>


                                                     NTL (TRIANGLE) LLC
                                                     ------------------
                                      SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                      -----------------------------------------------
                                        YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                                        --------------------------------------------
                                                    (in (UK Pound)000's)


                                                                    Additions          (Deductions
                                              Balance at           Charged to             from)                Balance
                                               Beginning            Costs and          Additions to            at End
                                                of Year             Expenses             Reserves              of Year
                                                -------             --------             --------              -------
   Allowance for Doubtful Accounts
   -------------------------------
<S>                                                  <C>                 <C>                 <C>                     <C>
   2000............................        (UK Pound)9,452     (UK Pound)3,149     (UK Pound)(3,687) (a)   (UK Pound)8,914

   1999............................                  2,840               3,129                3,483  (b)             9,452

   1998............................                  2,598               1,720               (1,478)                 2,840

</TABLE>





(a)  Uncollectible   accounts   written   off,   net   of   recoveries   of  (UK
     Pound)3,677,000 and (UK Pound)10,000  foreign exchange currency translation
     adjustments.

(b)  Uncollectible   accounts   written   off,   net   of   recoveries   of  (UK
     Pound)1,038,000 and (UK Pound)172,000 foreign exchange currency translation
     adjustments,  offset by (UK Pound)4,693,000 allowance for doubtful accounts
     as of the acquisition date of Cablelink.

                                     - 22 -

<PAGE>



ITEM 9    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------    ---------------------------------------------------------------
          FINANCIAL DISCLOSURE
          --------------------

     Not applicable.


                                    PART III
                                    --------

ITEMS 10, 11, 12 AND 13
-----------------------

Omitted, pursuant to General Instruction I(2)(c) of Form 10-K.





















                                     - 23 -

<PAGE>



                                     PART IV
                                     -------

ITEM 14   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------   ---------------------------------------------------------------

     (a) The following  consolidated  financial statements of NTL (Triangle) LLC
         are included in Part II, Item 8:

                                                                          Page
                                                                          ----
         Report of Independent Auditors....................................7
         Consolidated Balance Sheets--December 31, 2000 and 1999...........9
         Consolidated Statements of Operations--Years
          Ended December 31, 2000, 1999 and 1998..........................10
         Consolidated Statements of Cash Flows--Years
          Ended December 31, 2000, 1999 and 1998..........................11
         Consolidated Statement of Shareholder's
          Equity--Years Ended December 31, 2000, 1999 and 1998............12
         Notes to Consolidated Financial Statements.......................13

     (b) (i) The  following  financial  statement  schedule  required to be
         filed by Items 8 and 14(d) of Form 10-K is included in Part II:

         Schedule II - Valuation and Qualifying Accounts

         All other  schedules are omitted  because they are not applicable,
         not  required  or the  required  information  is  included  in the
         consolidated financial statements or notes thereto.

     (c) Reports on Form 8-K.

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

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

      EXHIBIT NO.

         2.l      Reorganization  Agreement,  dated  19  September  1994,  among
                  Warburg, Pincus Investors, L.P., Bankers Trust Investments PLC
                  ("Bankers Trust"),  Comcast Corporation  ("Comcast"),  Comcast
                  U.K. Holdings,  Inc.,  ("Holdings"),  the Company and UK Cable
                  Partners Limited  ("UKCPL")  (Incorporated by reference to the
                  Company's   Registration  Statement  on  Form  S-1  (File  No.
                  33-96932) declared effective November 9, 1995)

         2.2      Agreement and Plan of Amalgamation dated 4 February 1998 among
                  NTL Incorporated,  NTL (Bermuda)  Limited and the Company,  as
                  amended   (Incorporated   by  reference  to  the  Registration
                  Statement of NTL  Communications  Corp.  on Form S-4 (File No.
                  333-64727))

         2.3      Deed of Transfer,  dated  December 13, 1999  (Incorporated  by
                  reference to the Company's  Current  Report on Form 8-K, filed
                  December 28, 1999)

         3.1      Memorandum  of  Association  of the Company  (Incorporated  by
                  reference to the Company's  Registration Statement on Form S-1
                  (File No. 33-76160) declared effective September 20, 1994)

         3.2      By-laws  of the  Company  (Incorporated  by  reference  to the
                  Company's   Registration  Statement  on  Form  S-1  (File  No.
                  33-76160) declared effective September 20, 1994)

         3.3      Certificate of Formation, filed with the Delaware Secretary of
                  State on November 12, 1999  (Incorporated  by reference to the
                  Company's Current Report on Form 8-K, filed December 9, 1999)

         3.4      Certificate of Amendment, filed with the Delaware Secretary of
                  State on November 18, 1999  (Incorporated  by reference to the
                  Company's Current Report on Form 8-K, filed December 9, 1999)

                                     - 24 -
<PAGE>





         3.5      Operating  Agreement  of  NTL  (Triangle)  LLC,  dated  as  of
                  November 14, 1999  (Incorporated by reference to the Company's
                  Current Report on Form 8-K, filed December 9, 1999)

         3.6      Corrected  Certificate of Conversion,  filed with the Delaware
                  Secretary  of State on  November  16,  1999  (Incorporated  by
                  reference to the Company's  Current  Report on Form 8-K, filed
                  December 9, 1999)

         4.l      Form of Certificate  for Class A Common Shares,  par value (UK
                  Pound)0.01  per  share   (Incorporated  by  reference  to  the
                  Company's   Registration  Statement  on  Form  S-1  (File  No.
                  33-76160) declared effective September 20, 1994)

         4.2      Indenture  dated as of 15 November  1995,  between the Company
                  and Bank of Montreal Trust Company,  as Trustee,  with respect
                  to the Company's  11.20% Senior  Discount  Debentures due 2007
                  (Incorporated  by  reference  to  the  Company's  Registration
                  Statement on Form S-1 (File No. 33-96932)  declared  effective
                  November 9, 1995)

         10.1     Subscription  and  Contribution  Agreement,  dated October 26,
                  1992,  among Comcast,  UKCPL, the Company,  Holdings,  Comcast
                  Cablevision of Birmingham,  Inc.  ("Comcast  Birmingham")  and
                  Comcast Cablevision of London, Inc. (Incorporated by reference
                  to the Company's  Registration Statement on Form S-1 (File No.
                  33-76160) declared effective September 20, 1994)

         10.2     Shareholders   Agreement,   dated  11  December  1992,   among
                  Holdings,  UKCPL,  the Company and  Comcast  (Incorporated  by
                  reference to the Company's  Registration Statement on Form S-1
                  (File No. 33-76160) declared effective September 20, 1994)

         10.3     Supplemental Agreement, dated 21 June 1995, among the Company,
                  Comcast Consulting,  Comcast,  Holdings, Warburg Pincus and UK
                  Consulting to the NewCo  Services  Agreement,  the  Delegation
                  Agreement  and the  Shareholders  Agreement  (Incorporated  by
                  reference  to the  Company's  Quarterly  Report on Form  10-Q,
                  filed for the quarter ended June 30, 1995 (File No. 0-24792))

         10.4     Share  Exchange  Agreement,   dated  4  December  1995,  among
                  Singapore Telecom International Pte. Limited, Cambridge Cable,
                  the Company and  Holdings  (Incorporated  by  reference to the
                  Company's  Current  Report on Form 8-K,  filed on January  22,
                  1996)

         10.5     Share  Exchange  Agreement,  dated 5 May 1994,  between Avalon
                  Telecommunications  L.L.C.  and the Company  (Incorporated  by
                  reference to the Company's  Registration Statement on Form S-1
                  (File No. 33-76160) declared effective September 20, 1994)

         10.6     Agreement dated August 14, 1998 among Telewest  Communications
                  plc, Telewest  Communications Holding Limited, the Company and
                  NTL    Incorporated (Incorporated   by    reference   to   NTL
                  Incorporated's  Current  Report on Form 8-K,  dated August 18,
                  1998. (File No. 000-22616))

         99.1     Consolidated financial statements of Cambridge Holding Company
                  Limited  (a  United  Kingdom  corporation  in the  prematurity
                  stage) and subsidiaries as of and for the years ended December
                  31, 1995 and 1994  (Incorporated  by  reference to the Current
                  Report on Form 8-K, (File No. 000-22616),
                  filed by NTL Communications Corp. on August 18, 1998)



                                     - 25 -

<PAGE>



                                   SIGNATURES
                                   ----------

Pursuant to the  requirements of Section 13 or 15(d) 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.

Dated: March 30, 2001

NTL (Triangle) LLC
(Registrant)
By:  NTL Group Limited
     Its Sole Managing Member (on behalf of Registrant)

/s/ Robert Mackenzie
-----------------------------
Robert Mackenzie
Director and Secretary


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities and on the date indicated.

Signature               Title                                     Date
---------               -----                                     ----

/s/ Stephen Carter      (Director, and Chief Operating Officer    March 30, 2001
---------------------   of NTL Group Ltd., the sole managing
Stephen Carter          member) on behalf of registrant


/s/ Robert Mackenzie    (Director and Secretary of NTL            March 30, 2001
---------------------   Group Ltd., the sole managing
Robert Mackenzie        member) on behalf of registrant


/s/ Stuart Ross         (Director and Chief Financial             March 30, 2001
---------------------   Officer of NTL Group Ltd.,
Stuart Ross             the sole managing member) on
                        behalf of registrant


/s/ Bryony Dew          (Director of NTL Group Ltd.,              March 30, 2001
---------------------   the sole managing member) on
Bryony Dew              behalf of registrant


/s/ Peter Douglas       (Director of NTL Group Ltd.,              March 30, 2001
---------------------   the sole managing member) on
Peter Douglas           behalf of registrant