================================================================================
                                    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, 1998
                                       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 (BERMUDA) LIMITED
             (Exact name of registrant as specified in its charter)

                 BERMUDA                              Not Applicable
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)       

                Cedar House                     Secretary NTL Incorporated
              41 Cedar Avenue                       110 East 59th Street
          Hamilton, HM 12, Bermuda                    New York, NY 10022
             (441) 295-2244                             (212) 906-8440
      (Address,  including zip code,              (Name, address, including
          and telephone number,                     zip code, and telephone 
         including area code, of                 number, including area code,
      Registrant's principal executive                of agent for service)
                  offices)                            

                        --------------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE
                        ---------------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                   11.20% Senior Discount Debentures due 2007
                          ----------------------------

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, 1999, 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 (BERMUDA) LIMITED
                          1998 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   Qualitative and Quantitative Disclosures About Market Risk..........7

Item 8    Financial Statements and Supplementary Data.........................9

Item 9    Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure........................................37

                                    PART III

Item 10   Directors and Executive Officers of the Registrant.................37

Item 11   Executive Compensation.............................................37

Item 12   Security Ownership of Certain Beneficial Owners and Management.....37

Item 13   Certain Relationships and Related Transactions.....................37

                                     PART IV

Item  14  Exhibits, Financial Statement Schedules and Reports 
             on Form 8-K.....................................................38

SIGNATURES...................................................................41

This Annual  Report on Form 10-K for the year ended  December 31,  1998,  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  made
pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
Reform Act of 1995.  Readers are cautioned that such forward looking  statements
involve  risks and  uncertainties  which  could  significantly  affect  expected
results  in the  future  from  those  expressed  in  any  such  forward  looking
statements  made by, or on behalf of the  Company.  Certain  factors  that could
cause actual  results to differ  materially  include,  without  limitation,  the
effects of  legislative  and  regulatory  changes;  the  potential for increased
competition;  technological  changes; the need to generate substantial growth in
the subscriber base by successfully launching,  marketing and providing services
in  identified  markets;  pricing  pressures  which could affect  demand for the
Company's services; the Company's ability to expand its distribution; changes in
labor, programming, equipment and capital costs; the Company's continued ability
to  create  or  acquire  programming  and  products  that  customers  will  find
attractive; Year 2000 readiness; future acquisitions; strategic partnerships and
divestitures;  general  business and economic  conditions in the United Kingdom;
and other risks  detailed  from time to time in the Company's  periodic  reports
filed with the Securities and Exchange Commission.

<PAGE>
                                     PART I

ITEM 1    BUSINESS

NTL  (Bermuda)  Limited  (formerly  Comcast  UK  Cable  Partners  Limited)  (the
"Company") and its  subsidiaries  are  principally  engaged in the  development,
construction, management and operation of companies in the United Kingdom ("UK")
cable and telecommunications  industry. As of December 31, 1998, the Company had
interests in three  operations (the "Operating  Companies"):  Cambridge  Holding
Company Limited ("Cambridge  Cable"), in which the Company owns a 100% interest,
two companies  holding the  franchises  for  Darlington  and  Teesside,  England
("Teesside"),  in which the Company owns a 100%  interest,  and Cable London PLC
("Cable London"), in which the Company owns a 50% interest.

The Company is a  wholly-owned  subsidiary  of NTL  Incorporated.  NTL (Bermuda)
Limited's executive office is located at Cedar House, 41 Cedar Avenue, Hamilton,
HM 12,  Bermuda  and its  telephone  number  is (441)  295-2244.  NTL  (Bermuda)
Limited's agent for service is the Secretary,  NTL  Incorporated,  110 East 59th
Street, New York, NY 10022 whose telephone number is (212) 906-8440.

ITEM 2    PROPERTY

The Company  does not own or lease any  significant  real or  personal  property
other than through its interests in the Operating Companies.

The Operating  Companies  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 the  Operating  Companies'  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 a wholly-owned subsidiary of NTL Incorporated.

<PAGE>
ITEM 6    SELECTED FINANCIAL AND OTHER DATA

The following  selected  consolidated  financial data have 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.

The Company (1)

<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                       1998            1997              1996             1995                1994
                                                       ----            ----              ----             ----                ----
                                                        (2)                         (In thousands)
<S>                                         <C>              <C>               <C>               <C>              <C>
Statement of Operations Data:
Service income..............................(UK Pound)77,649 (UK Pound)55,603  (UK Pound)31,358  (UK Pound)1,530  (UK Pound)

Consulting fee income.......................             938            1,059             1,070            1,313              1,356
Operating loss..............................         (15,567)         (22,604)          (24,553)         (11,809)            (2,824)
Equity in net losses of affiliates..........         (19,696)         (21,359)          (18,432)         (23,677)           (16,289)
Net income (loss) before extraordinary item.          43,205          (67,356)          (40,575)         (28,962)           (16,266)
Extraordinary item..........................          (1,107)
Net income (loss)...........................          42,098          (67,356)          (40,575)         (28,962)           (16,266)


Balance Sheet Data:
At year end:
     Total assets...........................         512,324          445,854           484,370          431,889            254,739
     Noncurrent liabilities.................         259,104          247,970           216,027          207,978              9,106
     Contributed capital....................         359,057          359,049           359,049          287,810            287,863
     Accumulated deficit....................        (145,275)        (187,373)         (120,017)         (79,442)           (50,480)
</TABLE>


Cable London - Selected Consolidated Financial and Other Data

<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                    1998            1997               1996            1995               1994
                                                    ----            ----               ----            ----               ----
                                                                                 (In thousands)
<S>                                         <C>              <C>               <C>              <C>                <C>   
Statement of Operations Data:
Service income............................. (UK Pound)66,987 (UK Pound)52,816  (UK Pound)40,091 (UK Pound)30,277   (UK Pound)21,830
Operating loss.............................           (7,800)         (12,711)          (13,906)         (13,808)           (10,524)
Net loss...................................          (23,325)         (25,168)          (21,241)         (17,675)           (11,354)

Balance Sheet Data:
At year end:
     Total assets..........................          205,729          195,693           170,123          136,450            104,994
     Noncurrent liabilities................          204,648          173,038            60,831           73,772             27,659
</TABLE>

Notes to Selected Financial and Other Data

(1)  As a  result  of the  SingTel  Transaction  (see  Note  4 to the  Company's
     consolidated  financial  statements),  the Company  owns 100% of  Cambridge
     Cable and has consolidated the financial position and results of operations
     of Cambridge Cable beginning on March 31, 1996.

(2)  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.

                                      - 2 -
<PAGE>
ITEM 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

Overview

NTL  (Bermuda)  Limited  (formerly  Comcast  UK  Cable  Partners  Limited)  (the
"Company") and its  subsidiaries  are  principally  engaged in the  development,
construction,  management  and  operation  of  companies  in  the UK  cable  and
telecommunications  industry. As of December 31, 1998, the Company had interests
in three operations (the "Operating  Companies"):  Cambridge Cable, in which the
Company  owns a 100%  interest,  Teesside,  in  which  the  Company  owns a 100%
interest,  and Cable  London,  in which the  Company  owns a 50%  interest.  The
Company  accounts for its  interests  in Cable  London under the equity  method.
Birmingham Cable Corporation Limited  ("Birmingham  Cable") in which the Company
owned a 27.5%  interest was  accounted for using the equity method for the years
1996 through 1998 until the interests were sold to Telewest  Communications  plc
("Telewest") in October 1998. See Note 1 to the Company's Consolidated Financial
Statements for a description of the Amalgamation with NTL Incorporated.

When build-out of the Operating  Companies'  systems is complete,  these systems
are expected to have the potential to serve  approximately 1.2 million homes and
the  businesses  within their  franchise  areas.  As of December  31, 1998,  the
Operating Companies' systems passed more than 875,000 homes or approximately 74%
of the  homes in their  franchise  areas and  served  more  than  214,000  cable
subscribers,  299,000  residential  telephony  subscribers  and 10,000  business
telephony subscribers.

Liquidity and Capital Resources

Historically,  the Company has financed its cash  requirements  through  capital
contributions  from its former  shareholders  and the issuance of common  stock,
debentures  and other debt. In November  1995, the Company issued $517.3 million
principal  amount at maturity  11.20% Senior  Discount  Debentures due 2007 (the
"2007 Discount  Debentures").  Interest accretes on the 2007 Discount Debentures
at 11.20% per annum compounded  semi-annually from November 15, 1995 to November
15,  2000,  after  which date  interest  will be paid 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.

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.  Interest on the UK Holdings Credit Facility
was at LIBOR plus 1/2% to 2 1/4%. The consummation of the Amalgamation  with NTL
Incorporated  resulted  in a  change  of  control  and all  amounts  outstanding
thereunder  became   immediately  due  and  payable.   The  Company  repaid  the
approximately  (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.

The Company has 9%  Subordinated  Notes payable to Comcast U.K.  Holdings,  Inc.
which are due in  September  1999.  Principal  and accrued  interest due will be
approximately (UK Pound)13 million.

In August 1998, the Company and NTL Incorporated  entered into an agreement with
Telewest  relating to the  Company's  and  Telewest's  respective  50% ownership
interests  in Cable London and certain  other  related  matters  (the  "Telewest
Agreement"). Pursuant to the Telewest Agreement, the Company and Telewest agreed
to a procedure to rationalize  their joint  ownership of Cable London as follows
(the "Cable London Shoot-out").  Between April 29 and July 29, 1999, the Company
can  notify  Telewest  of the  price  at  which  it is  willing  to sell its 50%
ownership in Cable London to Telewest. Following such notification,  Telewest at
its option will be required at that price to either  purchase the  Company's 50%
ownership  interest in Cable London or sell its 50% ownership  interest in Cable
London to the Company. If the Company fails to give notice to Telewest,  it will
be deemed to have given a notice to Telewest  offering to sell its Cable  London
interest for (UK Pound)100 million.

The Company's ability to meet its long-term  liquidity and capital  requirements
is  contingent  upon the  Operating  Companies'  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.   Except  for  its  working  capital  and  debt  service
requirements,  the Company's cash needs will depend on  management's  investment
decisions.

                                      - 3 -
<PAGE>
Investment considerations include (i) whether further capital contributions will
be made to Cable London,  (ii) whether the  Operating  Companies can obtain debt
financing,  (iii)  whether  the  Operating  Companies  will be able to  generate
positive  operating cash flow, (iv) the timing of the build-out of the Operating
Companies' systems, and (v) whether there may be future acquisitions,  including
the Cable London Shoot-out.

The Company  estimates that the Operating  Companies will require  approximately
(UK  Pound)100.0  million in 1999 to continue the  build-out  of their  systems.
Management  believes that the entire (UK  Pound)100.0  million  required will be
funded through cash from operations or from cash on hand, and, for Cable London,
through  drawdowns  under  currently  existing  credit  facilities  (subject  to
compliance  with certain  financial  and  operating  covenants).  If such credit
facilities  are not  available  for  drawdown,  the  Company  expects  that  its
strategic  and financial  partners in Cable London will provide  their  pro-rata
share of any required fundings, although they are not contractually obligated to
do so.  Thus,  no  assurance  of such  funding  can be given.  If the  Company's
strategic and financial  partners fail to provide such  financing,  Cable London
will be required to seek additional funds  elsewhere.  Such additional funds may
come  from  the  Company,  from  new  strategic  and  financial  partners,  from
borrowings under new credit facilities or from other sources, although there can
be no assurance that any such financing  would be available on acceptable  terms
and conditions.  The Company and its strategic and financial  partners generally
have veto rights over Cable  London's debt financing  decisions.  Failure of any
Operating Company to obtain financing necessary to complete the build-out of its
system could result in loss of its cable franchises and licenses.

Year 2000 Issue

Strategy

The Company's operations are conducted through its Operating Companies,  each of
which has different  configurations of hardware and software. The Company itself
is a holding  company with very limited  activities.  The Company uses  personal
computers and software that are Year 2000 ready. Each of the Operating Companies
is conducting  its own program for Year 2000  compliance.  Each of the Operating
Companies has appointed a senior  manager to be  responsible  for achieving Year
2000 readiness,  and has set up an internal  progress and review  process.  This
includes  assessing the progress of  significant  vendors in achieving Year 2000
readiness.  The  Cambridge  Cable  and  Teesside  Year 2000  programs  have been
integrated into the NTL Incorporated program.

Status to Date

The  Operating   Companies  utilize  hardware  and  software  from  vendors  for
substantially all of their activities,  including billing,  customer service and
the operation of the network.  The Operating Companies,  therefore,  are working
with these  third-party  vendors to ensure Year 2000  readiness.  It is possible
that one or more suppliers  will not be able to provide the Operating  Companies
with  reasonable  assurances that they will be ready for the Year 2000, in which
case the Company expects the Operating  Companies will seek another  vendor.  No
assurance, however, can be given that such alternative will be available.

The Operating  Companies have already  received  assurances  from vendors of its
main service platforms,  including vendors of its telephony  switches,  cable TV
subsystems,  and customer  management  systems  ("CMS"),  with the  exception of
Cambridge  Cable's CMS, that they expect to be Year 2000 ready.  The cost of the
necessary  software  upgrades is generally  included in the Operating  Companies
maintenance contracts with its vendors.

Costs

There are few major costs  directly  attributable  to the Year 2000  issues,  as
suppliers will include any remedial software in their normal upgrade process.

For the smaller systems,  such as PCs, there has or will be some acceleration of
routine  replacement and upgrades to ensure all systems are Year 2000 ready. The
Company  estimates  that this  acceleration  will  result in  approximately  (UK
Pound)300,000 per Operating Company to be incurred in 1999.

Risks

The primary risks of a serious  business-affecting  Year 2000 problem arise from
two separate external sources:

                                      - 4 -
<PAGE>
First, a major utility (such as power, water, major  telecommunications  company
or public sector entity) fails to operate at or after the Year 2000.  This risk,
which is beyond the Company's control or ability to monitor, could significantly
adversely affect the Company's financial condition and results of operations.

Second, a supplier of mission critical software fails to timely deliver suitable
Year 2000  software,  despite its written  assurances.  Any such  failure  could
significantly  adversely affect the Company's financial condition and results of
operations. The Operating Companies' Year 2000 project managers' primary task is
to prevent such a failure.

Contingency Plans

Cambridge Cable and Teesside will be included in NTL Incorporated's  contingency
planning, which is in process.

Consolidated Statement of Cash Flows

Cash and cash  equivalents  increased (UK Pound)66.1  million as of December 31,
1998 from December 31, 1997, decreased (UK Pound)25.9 million as of December 31,
1997 from December 31, 1996 and decreased (UK Pound)98.9  million as of December
31,  1996 from  December  31,  1995.  The  increase in cash from 1997 to 1998 is
primarily due to the proceeds from the sale of the interests in Birmingham Cable
for (UK Pound)130.0 million.

Net cash provided by (used in) operating  activities  amounted to (UK Pound)11.2
million,  (UK Pound)7.5 million and ((UK Pound)1.5)  million for the years ended
December 31, 1998, 1997 and 1996, respectively.  The change in net cash provided
by (used in)  operating  activities  in 1998 as  compared to 1997 and in 1997 as
compared to 1996 is  primarily  due to the increase 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)  financing  activities  was ((UK  Pound)5.6)  million,  ((UK
Pound)3.4)  million and ((UK  Pound)1.1)  for the years ended December 31, 1998,
1997 and 1996, respectively.  During 1998, net cash used in financing activities
includes (UK Pound)1.5 million of deferred financing costs.

Net cash provided by (used in) investing  activities was (UK Pound)60.5 million,
((UK  Pound)30.0)  million  and ((UK  Pound)96.3)  million  for the years  ended
December 31, 1998, 1997, and 1996, respectively.  During 1998, net cash provided
by investing  activities includes the proceeds from the sale of the interests in
Birmingham Cable of (UK Pound)130.0  million,  offset by capital expenditures of
(UK Pound)61.8 million and capital  contributions and loans to affiliates of (UK
Pound)1.8 million.  During 1997, net cash used in investing  activities includes
capital  expenditures of (UK Pound)82.1  million and capital  contributions  and
loans to affiliates of (UK Pound)8.7 million,  offset by proceeds from the sales
of short-term investments of (UK Pound)61.5 million.  During 1996, net cash used
in investing  activities  includes  the  acquisition  of Cambridge  Cable of (UK
Pound)10.4 million, net of cash acquired, capital expenditures of (UK Pound)70.6
million and capital  contributions  and loans to  affiliates  of (UK  Pound)10.7
million.

                                      - 5 -
<PAGE>
Results of Operations

Summarized  consolidated  financial  information  for the  Company for the three
years  ended  December  31,  1998 is as  follows  (in  thousands,  "NM"  denotes
percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                         Year Ended
                                                                         December 31,               Increase/(Decrease)
                                                                   1998              1997          (UK Pound)        %
<S>                                                      <C>               <C>                <C>                <C>  
Revenues                                                 (UK Pound)78,587  (UK Pound)56,662   (UK Pound)21,925     38.7%
Operating, selling, general and administrative expenses            60,569            50,474             10,095     20.0
Management fees                                                     2,400             3,204               (804)   (25.1)
Depreciation and amortization                                      31,185            25,588              5,597     21.9
                                                         ---------------- -----------------
Operating loss                                                    (15,567)          (22,604)            (6,497)   (28.7)
                                                         ---------------- -----------------
Interest expense                                                   34,898            25,243               9,655    38.2
Investment income                                                  (9,054)           (7,259)              1,795    24.7
Equity in net losses of affiliates                                 19,696            21,359              (1,663)   (7.8)
Amalgamation costs                                                  4,095                                 4,095      NM
Gain on sale of investments                                      (110,497)                             (110,497)     NM
Exchange losses and other                                           2,090             5,409              (3,319)  (61.4)
                                                         ---------------- -----------------
Net income (loss) before extraordinary item                        43,205           (67,356)           (110,561)     NM
Loss from early extinguishment of debt                             (1,107)                               (1,107)     NM
                                                         ---------------- -----------------
Net income (loss)                                        (UK Pound)42,098 ((UK Pound)67,356) ((UK Pound)109,454)     NM
                                                         ================ =================
</TABLE>

<TABLE>
<CAPTION>
                                                                          Year Ended
                                                                          December 31,              Increase/(Decrease)
                                                                   1997              1996           (UK Pound)      %
<S>                                                      <C>               <C>                 <C>               <C>  
Revenues                                                 (UK Pound)56,662  (UK Pound)32,428    (UK Pound)24,234   74.7%
Operating, selling, general and administrative expenses            50,474            37,284              13,190   35.4
Management fees                                                     3,204             2,997                 207    6.9
Depreciation and amortization                                      25,588            16,700               8,888   53.2
                                                         ---------------- -----------------
Operating loss                                                    (22,604)          (24,553)             (1,949)  (7.9)
                                                         ---------------- -----------------
Interest expense                                                   25,243            23,627               1,616    6.8
Investment income                                                  (7,259)          (12,555)             (5,296) (42.2)
Equity in net losses of affiliates                                 21,359            18,432               2,927   15.9
Exchange losses (gains) and other                                   5,409           (13,482)             18,891     NM
                                                         ---------------- -----------------
Net loss                                                ((UK Pound)67,356)((UK Pound)40,575)   (UK Pound)26,781   66.0%
                                                         ================ =================
</TABLE>

The  Company had a net income of (UK  Pound)42.1  million and net losses of ((UK
Pound)67.4)  million and ((UK  Pound)40.6)  million for the years ended December
31, 1998, 1997 and 1996, respectively, representing increases of (UK Pound)109.5
million  from 1997 to 1998 and (UK  Pound)26.8  million  from 1996 to 1997.  The
change  from  1997 to 1998 is due to the  gain on the sale of the  interests  in
Birmingham Cable of (UK Pound)110.0 million and to the increase in the Company's
operating  income  before  depreciation  and  amortization.  The increase in the
Company's  net  loss  from  1996 to 1997 is due to the  effects  of the  SingTel
Transaction  which resulted in the consolidation of the results of operations of
Cambridge Cable beginning on March 31, 1996,  decreases in investment income due
to the effects of lower average cash, cash equivalents and short-term investment
balances,  the impact of  fluctuations  in the  valuation of the UK Pound on the
2007 Discount  Debentures,  which are denominated in US Dollars, and the Company
recognizing its proportionate share of the Equity Investees' net losses.

Substantially  all of the increases in revenues,  operating  expenses,  selling,
general and administrative  expenses,  and depreciation and amortization expense
from 1997 to 1998 and from 1996 to 1997 are  attributable  to the effects of the
continued  development  of  Teesside's  and  Cambridge  Cable's  operations  and
increased  business  activity  resulting  from  the  growth  in  the  number  of
subscribers in their respective  franchise  areas.  These trends are expected to
continue for the foreseeable  future. The increases in 1996 to 1997 are also due
to the effects of the SingTel Transaction.

                                      - 6 -
<PAGE>
Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company, earned
consulting fee income  included in revenues  under  consulting  agreements  with
Cable London and Birmingham Cable. 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 pursuant to the Telewest Agreement.

Management fee expense was incurred under agreements  between the Company on the
one hand,  and Comcast  Corporation  ("Comcast")  and Comcast UK Cable  Partners
Consulting, Inc. ("Comcast Consulting"),  an indirect wholly owned subsidiary of
Comcast,  on  the  other,   whereby  Comcast  and  Comcast  Consulting  provided
consulting  services  to Cable  London  and  Birmingham  Cable on  behalf of the
Company and management services to the Company.  Such management fees were based
on Comcast's  and Comcast  Consulting's  cost of providing  such  services.  The
management agreement was terminated upon the Amalgamation with NTL Incorporated.

Interest  expense for the years ended  December 31, 1998,  1997 and 1996 was (UK
Pound)34.9   million,   (UK  Pound)25.2  million  and  (UK  Pound)23.6  million,
respectively,  representing increases of (UK Pound)9.7 million from 1997 to 1998
and (UK Pound)1.6 million from 1996 to 1997. The increases from 1997 to 1998 are
primarily  attributable  to interest on borrowings  under the UK Holdings Credit
Facility and the  compounding of interest on the 2007 Discount  Debentures.  The
increase  from 1996 to 1997 is  primarily  attributable  to the  compounding  of
interest on the 2007  Discount  Debentures  and the effects of foreign  currency
exchange rate fluctuations.

Investment  income for the years ended December 31, 1998,  1997 and 1996 was (UK
Pound)9.1   million,   (UK  Pound)7.3   million  and  (UK  Pound)12.6   million,
respectively, representing a increase of (UK Pound)1.8 million from 1997 to 1998
and a decrease of (UK  Pound)5.3  million from 1996 to 1997.  The increase  from
1997 to 1998 is primarily  attributable to increases in the balances of loans to
Birmingham  Cable and Cable London in 1998 as compared to 1997, and increases in
the average cash balances held by the Company for short term  investment  during
1998 as  compared  to  1997.  The  decrease  from  1996  to  1997  is  primarily
attributable to decreases in the average cash,  cash  equivalents and short-term
investments balances held by the Company during 1997 as compared to 1996 and the
effects of the SingTel Transaction.

Equity in net losses of affiliates for the years ended  December 31, 1998,  1997
and 1996 was (UK Pound)19.7  million,  (UK Pound)21.4 million and (UK Pound)18.4
million,  respectively,  representing  a decrease of (UK Pound)1.7  million from
1997 to 1998 and an increase of (UK  Pound)3.0  million  from 1996 to 1997.  The
decrease  from 1997 to 1998 is  attributable  to a  decrease  in the net loss of
Cable London and the sale of Birmingham Cable in October 1998. The increase from
1996 to 1997 is attributable to increases in the net losses of Birmingham  Cable
and Cable London, offset by the effects of the SingTel Transaction.

The  Company  incurred  (UK  Pound)4.1  million  in  costs  associated  with the
Amalgamation with NTL Incorporated in 1998.

Exchange  losses (gains) and other for the years ended  December 31, 1998,  1997
and 1996 were (UK Pound)2.1 million,  (UK Pound)5.4 million and ((UK Pound)13.5)
million,  respectively,  representing changes of (UK Pound)3.3 million from 1997
to 1998 and (UK Pound)18.9  million from 1996 to 1997.  These changes  primarily
result from the impact of  fluctuations  in the valuation of the UK Pound on the
2007 Discount Debentures, which are denominated in US Dollars, and the Company's
FX Calls and on cash held in US Dollars.  The  Company's  results of  operations
will continue to be affected by 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
has entered  into  various  derivative  transactions  pursuant to the  Company's
policies in areas such as counterparty exposure and hedging practices. Positions
are monitored using techniques including market value and sensitivity  analyses.
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 are controlled
through  the  evaluation  and   monitoring  of  the   creditworthiness   of  the
counterparties.  Although  the  Company may be exposed to losses in the event of
nonperformance by the  counterparties,  the Company does not expect such losses,
if any to be significant.

The Company has entered into certain  foreign  exchange  option  contracts  ("FX
Options")  as a normal part of its foreign  currency  risk  management  efforts.
During  1995,  the Company  entered  into  certain  foreign  exchange put option
contracts  ("FX Puts") which may be settled only on November 16, 2000.  These FX
Puts are used to limit the Company's exposure to the risk that the eventual cash
outflows  related to net monetary  liabilities  denominated in currencies  other
than its functional currency (the UK Pound Sterling or "UK Pound")  (principally
the 2007 Discount Debentures) are adversely

                                      - 7 -
<PAGE>
affected by changes in exchange  rates.  As of December  31, 1998 and 1997,  the
Company  had (UK  Pound)250.0  million  notional  amount of FX Puts to  purchase
United  States ("US")  dollars at an exchange  rate of $1.35 per (UK  Pound)1.00
(the  "Ratio").  The FX Puts provide a hedge,  to the extent the  exchange  rate
falls  below  the  Ratio,   against  the  Company's  net  monetary   liabilities
denominated  in US dollars since gains and losses  realized on the FX Puts would
be offset against  foreign  exchange gains or losses  realized on the underlying
net  liabilities.  Premiums paid for the FX Puts of (UK  Pound)13.9  million are
included in foreign exchange put options and other in the Company's consolidated
balance sheet, net of related  amortization.  These premiums are being amortized
over the terms of the related  contracts of five years. As of December 31, 1998,
1997 and 1996,  the FX Puts had carrying  values of (UK Pound)5.2  million,  (UK
Pound)8.0 million and (UK Pound)10.7 million, respectively.

Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rate and Average Forward Foreign Exchange Rate 
(USD/British Sterling)

<TABLE>
<CAPTION>
                                                                                                                  Fair
                                                                                                                  Value
    (dollars in thousands)      1999      2000      2001      2002       2003     Thereafter        Total       12/31/98
<S>                            <C>       <C>       <C>        <C>       <C>      <C>            <C>           <C>     
Long-term Debt, including
   Current Portion

11.20% Senior Discount
Debentures due 2007

   Fixed Rate                   ---       ---       ---       ---        ---       $517,300       $517,300      $437,119
   Average Interest Rate                                                              11.2%
   Average Forward
     Exchange Rate                                                                   1.6506
</TABLE>

Purchased Options Contracts to Pay US$ for UK Pounds
Notional Amount by Expected Maturity
Average Strike Price (UK Pounds/USD)

<TABLE>
<CAPTION>
                                                                                                       Fair
                                                                                                       Value
       (pounds in thousands)    1999         2000          2001   2002   2003        Total           12/31/98
<S>                            <C>    <C>                 <C>     <C>   <C>     <C>                <C>
British Pounds Sterling
   Notional Amount              ---   (UK Pound)250,000    ---    ---    ---    (UK Pound)250,000  (UK Pound)567
   Average Strike Price
      (US Dollars)                                $1.35
</TABLE>


                                      - 8 -

<PAGE>

ITEM 8   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholder
NTL (Bermuda) Limited

We have audited the  accompanying  consolidated  balance  sheet of NTL (Bermuda)
Limited and  subsidiaries as of December 31, 1998, and the related  consolidated
statements of operations,  shareholders' equity and cash flows for the year then
ended.  Our audit also  included the financial  statement  schedule for the year
ended  December 31, 1998 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 audit. The
financial  statements of Cable London PLC and  subsidiaries  ("Cable London") (a
corporation  in which the Company has a 50% interest) have been audited by other
auditors  whose report has been  furnished to us;  insofar as our opinion on the
consolidated  financial statements relates to data included for Cable London, it
is based solely on their report.

We conducted our audit in accordance with generally accepted auditing standards.
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 and the report of other auditors provides a reasonable
basis for our opinion.

In our  opinion,  based on our  audit  and the  report  of other  auditors,  the
consolidated  financial statements present fairly, in all material respects, the
consolidated  financial position of NTL (Bermuda) Limited and subsidiaries as of
December 31, 1998, and the results of their  operations and their cash flows for
the year then ended in conformity with generally accepted accounting principles.
Also,  in our opinion,  the related  financial  statement  schedule for the year
ended  December 31, 1998,  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 26, 1999


                                      - 9 -

<PAGE>





INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholder
NTL (Bermuda) Limited (formerly Comcast UK Cable Partners Limited)

We have audited the  accompanying  consolidated  balance  sheet of NTL (Bermuda)
Limited (formerly Comcast UK Cable Partners Limited) (a company  incorporated in
Bermuda) and subsidiaries as of December 31, 1997, and the related  consolidated
statements of operations, shareholders' equity and of cash flows for each of the
two years in the period ended  December 31, 1997.  Our audits also  included the
financial  statement  schedule  for each of the two  years in the  period  ended
December 31, 1997, as listed in 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.

We conducted our audits 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  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial  position of NTL (Bermuda)  Limited (formerly
Comcast UK Cable Partners Limited) and subsidiaries as of December 31, 1997, and
the results of their  operations  and their cash flows for each of the two years
in the period ended December 31, 1997 in conformity with  accounting  principles
generally accepted in the United States of America.  Also, in our opinion,  such
financial  statement  schedule  for each of the two  years in the  period  ended
December  31,  1997,  when  considered  in  relation  to the basic  consolidated
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.




Deloitte & Touche LLP

Philadelphia, Pennsylvania
February 27, 1998


                                     - 10 -

<PAGE>
NTL (BERMUDA) LIMITED

CONSOLIDATED BALANCE SHEETS
(in (UK Pound)000's, except share data)
<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                          1998                      1997
<S>                                                               <C>                        <C>   
ASSETS

CURRENT ASSETS
    Cash and cash equivalents.....................................(UK Pound)103,451          (UK Pound)37,372
    Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)2,840 and (UK Pound)2,598........................            5,603                     4,255
    Other current assets..........................................            5,404                     5,419
                                                                  -----------------         -----------------
       Total current assets.......................................          114,458                    47,046
                                                                  -----------------         -----------------

INVESTMENTS IN AFFILIATES.........................................           28,080                    61,363
                                                                  -----------------         -----------------

PROPERTY AND EQUIPMENT............................................          379,446                   315,702
    Accumulated depreciation .....................................          (57,624)                  (33,000)
                                                                  -----------------         -----------------
    Property and equipment, net...................................          321,822                   282,702
                                                                  -----------------         -----------------

DEFERRED CHARGES..................................................           58,269                    60,770
    Accumulated amortization......................................          (15,493)                  (13,985)
                                                                  -----------------         -----------------
    Deferred charges, net.........................................           42,776                    46,785
                                                                  -----------------         -----------------

FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net.......................            5,188                     7,958
                                                                  -----------------         -----------------

                                                                  (UK Pound)512,324         (UK Pound)445,854
                                                                  =================         =================
LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses......................... (UK Pound)25,162          (UK Pound)23,605
    Current portion of long-term debt.............................            1,966                     1,683
    Note payable to Comcast U.K. Holdings, Inc....................           12,310
    Net transactions with affiliates..............................                                        920
                                                                  -----------------         -----------------
       Total current liabilities..................................           39,438                    26,208
                                                                  -----------------         -----------------

LONG-TERM DEBT, less current portion..............................          259,104                   234,010
                                                                  -----------------         -----------------

FOREIGN EXCHANGE CALL OPTION......................................                                      2,688
                                                                  -----------------         -----------------

NOTES PAYABLE TO COMCAST U.K. HOLDINGS, INC.......................                                     11,272
                                                                  -----------------         -----------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S EQUITY
    Common stock, (UK Pound).01 par value - 
       authorized and issued 800,000 shares                                       8 
    Class A common shares, (UK Pound).01 par value - 
       authorized, 50,000,000 shares; issued, 37,231,997..........                                        372
    Class B common shares, (UK Pound).01 par value - 
       authorized, 50,000,000 shares; issued, 12,872,605..........                                        129
    Additional capital............................................          359,049                   358,548
    Accumulated deficit...........................................         (145,275)                 (187,373)
                                                                  -----------------         -----------------
       Total shareholder's equity.................................          213,782                   171,676
                                                                  -----------------         -----------------
                                                                  (UK Pound)512,324         (UK Pound)445,854
                                                                  =================         =================
</TABLE>
See notes to consolidated financial statements.

                                     - 11 -
<PAGE>
NTL (BERMUDA) LIMITED

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

<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                                                 1998              1997              1996
<S>                                                       <C>               <C>              <C>   
REVENUES
   Service income.........................................(UK Pound)77,649  (UK Pound)55,603   (UK Pound)31,358
   Consulting fee income..................................             938             1,059              1,070
                                                          ---------------- -----------------  -----------------
                                                                    78,587            56,662             32,428
                                                          ---------------- -----------------  -----------------
COSTS AND EXPENSES
   Operating..............................................          25,598            19,624             12,211
   Selling, general and administrative....................          34,971            30,850             25,073
   Management fees........................................           2,400             3,204              2,997
   Depreciation and amortization..........................          31,185            25,588             16,700
                                                          ---------------- -----------------  -----------------
                                                                    94,154            79,266             56,981
                                                          ---------------- -----------------  -----------------

OPERATING LOSS............................................         (15,567)          (22,604)           (24,553)

OTHER (INCOME) EXPENSE
   Interest expense.......................................          34,898            25,243             23,627
   Investment income......................................          (9,054)           (7,259)           (12,555)
   Equity in net losses of affiliates.....................          19,696            21,359             18,432
   Gain on sale of investment.............................        (110,497)
   Amalgamation costs.....................................           4,095
   Exchange losses (gains) and other......................           2,090             5,409            (13,482)
                                                          ---------------- -----------------  -----------------
                                                                   (58,772)           44,752             16,022
                                                          ---------------- -----------------  -----------------

Net income (loss) before extraordinary item...............          43,205           (67,356)           (40,575)
Loss from early extinguishment of debt....................          (1,107)
                                                          ---------------- -----------------  -----------------
NET INCOME (LOSS).........................................(UK Pound)42,098 ((UK Pound)67,356) ((UK Pound)40,575)
                                                          ================ =================  =================
</TABLE>

See notes to consolidated financial statements.

                                     - 12 -
<PAGE>
NTL (BERMUDA) LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in (UK Pound)000's)
<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                                                  1998             1997              1996
<S>                                                       <C>             <C>                 <C>    
OPERATING ACTIVITIES
   Net income (loss)......................................(UK Pound)42,098 ((UK Pound)67,356) ((UK Pound)40,575)
   Adjustments to reconcile net loss to net cash provided
     by (used in) operating activities:
     Depreciation and amortization........................          31,185            25,588             16,700
     Loss from early extinguishment of debt...............           1,107
     Amortization on foreign exchange contracts...........           2,770             2,770              2,752
     Non-cash interest expense............................          27,264            24,684             23,209
     Non-cash investment income...........................          (2,841)           (2,521)            (2,854)
     Gain on sale of investment...........................        (110,497)
     Exchange losses (gains)..............................          (3,870)            2,852            (18,857)
     Equity in net losses of affiliates...................          19,696            21,359             18,432
     Other................................................           4,095               991               (199)
                                                         -----------------  ----------------   ----------------
                                                                    11,007             8,367             (1,392)

     Increase in accounts receivable and other 
       current assets ....................................          (1,333)           (1,393)            (1,165)
     Increase in accounts payable and accrued expenses....           1,569               519              1,045
                                                         -----------------  ----------------   ----------------
         Net cash provided by (used in) operating
            activities ...................................          11,243             7,493             (1,512)
                                                         -----------------  ----------------   ----------------
FINANCING ACTIVITIES
   Repayments of debt.....................................        (102,064)           (1,633)            (1,711)
   Proceeds from borrowings...............................         100,000
   Deferred financing costs...............................          (1,463)
   Issuance of common stock...............................               8
   Proceeds from sales of foreign exchange call options...                                                2,125
   Net transactions with affiliates.......................          (2,120)           (1,810)            (1,537)
                                                         -----------------  ----------------   ----------------
         Net cash (used in) financing activities..........          (5,639)           (3,443)            (1,123)
                                                         -----------------  ----------------   ----------------

INVESTING ACTIVITIES
   Acquisition, net of cash acquired......................                                              (10,373)
   Proceeds from sale of affiliate........................         130,000
   Proceeds from sales (purchases) of short-term 
     investments, net.....................................                            61,466             (4,226)
   Capital contributions and loans to affiliates..........          (1,768)           (8,713)           (10,667)
   Capital expenditures...................................         (61,816)          (82,125)           (70,624)
   Additions to deferred charges..........................          (5,941)             (620)              (392)
                                                         -----------------  ----------------   ----------------
         Net cash provided by (used) in investing
            activities ...................................          60,475           (29,992)           (96,282)
                                                         -----------------  ----------------   ----------------

INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS............................................          66,079           (25,942)           (98,917)

CASH AND CASH EQUIVALENTS, beginning of year..............          37,372            63,314            162,231
                                                         -----------------  ----------------   ----------------
CASH AND CASH EQUIVALENTS, end of year...................(UK Pound)103,451  (UK Pound)37,372   (UK Pound)63,314
                                                         =================  ================   ================
</TABLE>

See notes to consolidated financial statements.

                                     - 13 -
<PAGE>
NTL (BERMUDA) LIMITED

CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
(in thousands)

<TABLE>
<CAPTION>
                                       A Common               B Common               Common     
                                Shares       Amount     Shares       Amount    Shares    Amount 
                                ------       ------     ------       ------    ------    ------ 
<S>                           <C>      <C>             <C>      <C>            <C>    <C>   
BALANCE, JANUARY 1, 1996.....   28,372  (UK Pound)284   12,873  (UK Pound)129                   
   Net loss..................                                                                   
Shares issued in connection
  with SingTel Transaction...    8,860             88                                           
                              --------  -------------  -------  -------------   ----  ----------

BALANCE, DECEMBER 31, 1996...   37,232            372   12,873            129                   
   Net loss..................                                                                   
                              --------  -------------  -------  -------------   ----  ----------


BALANCE, DECEMBER 31, 1997...   37,232            372   12,873            129                   
   Net income................                                                                   
Amalgamation with 
  NTL Incorporated...........  (37,232)          (372) (12,873)          (129)   800           8
                              --------  -------------  -------  -------------   ----  ----------

BALANCE, DECEMBER 31, 1998...           (UK Pound)               (UK Pound)      800 (UK Pound)8
                              ========  =============  =======  =============   ====  ==========
</TABLE>


<TABLE>
<CAPTION>
                                  Additional       Accumulated
                                   Capital           Deficit             Total
                                   -------           -------             -----
<S>                           <C>               <C>                <C>    
BALANCE, JANUARY 1, 1996..... (UK Pound)287,397 ((UK Pound)79,442) (UK Pound)208,368
   Net loss..................                             (40,575)           (40,575)
Shares issued in connection
  with SingTel Transaction...            71,151                               71,239
                              ----------------- -----------------  -----------------

BALANCE, DECEMBER 31, 1996...           358,548          (120,017)           239,032
   Net loss..................                             (67,356)           (67,356)
                              ----------------- -----------------  -----------------


BALANCE, DECEMBER 31, 1997...           358,548          (187,373)           171,676
   Net income................                              42,098             42,098
Amalgamation with 
  NTL Incorporated...........               501                                    8
                              ----------------- -----------------  -----------------

BALANCE, DECEMBER 31, 1998... (UK Pound)359,049((UK)Pound)145,275  (UK Pound)213,782
                              ================= =================  =================
</TABLE>


See notes to consolidated financial statements.

                                     - 14 -
<PAGE>
NTL (BERMUDA) LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   BUSINESS AND AMALGAMATION WITH NTL INCORPORATED

     NTL (Bermuda)  Limited  (formerly  Comcast UK Cable Partners  Limited) (the
     "Company") and its subsidiaries are principally engaged in the development,
     construction,  management  and operation of companies in the United Kingdom
     ("UK") cable and telecommunications  industry. As of December 31, 1998, the
     Company had  interests in three  operations  (the  "Operating  Companies"):
     Cambridge Holding Company Limited ("Cambridge Cable"), in which the Company
     owns a 100% interest,  two companies  holding the franchises for Darlington
     and  Teesside,  England  ("Teesside"),  in which  the  Company  owns a 100%
     interest and Cable London PLC ("Cable London"), in which the Company owns a
     50.0%  interest . The Company  accounts  for its  interest in Cable  London
     under the equity method.  Birmingham Cable Corporation Limited ("Birmingham
     Cable") in which the Company owned a 27.5% interest was accounted for using
     the equity method for the years 1996 through 1998 until the interests  were
     sold to Telewest Communications plc ("Telewest") in October 1998.

     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 provides 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,  a
     co-owner of interests in Cable London PLC and Birmingham Cable  Corporation
     Limited, Telewest had certain rights to acquire either or both of Partner's
     interests in these systems (see Note 5) 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,  Partners sold its 27.5% ownership  interest in Birmingham Cable
     to Telewest for (UK Pound)125 million, plus (UK Pound)5 million for certain
     subordinated debt and fees. Partners and Telewest have also agreed within a
     certain time period to  rationalize  their joint  ownership of Cable London
     pursuant to an agreed  procedure  (the  "Shoot-out").  Between April 29 and
     July 29, 1999, the Company can notify  Telewest of the price at which it is
     willing to sell its 50%  ownership  interest in Cable  London to  Telewest.
     Following  such  notification,  Telewest  at its option will be required at
     that price to either purchase the Company's 50% ownership interest in Cable
     London or sell its 50%  ownership  interest in Cable London to the Company.
     If the  Company  fails to give  notice to  Telewest  during  the  Shoot-out
     period,  it will be deemed to have given a notice to  Telewest  offering to
     sell its Cable London interest for (UK Pound)100 million.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Accounting
     Subsidiaries of the Company  maintain their books and records in accordance
     with accounting  principles  generally accepted in the UK. The consolidated
     financial  statements  have been  prepared  in  accordance  with  generally
     accepted accounting principles as practiced in the United States ("US") and
     are stated in UK pounds  sterling ("UK Pound").  There were no  significant
     differences  between  accounting  principles  followed  for UK purposes and
     generally accepted accounting  principles practiced in the US. The UK Pound
     exchange  rate as of December  31, 1998 and 1997 was US $1.66 and US $1.65,
     respectively, per (UK Pound)1.00.

     Basis of Consolidation
     The consolidated  financial  statements include the accounts of the Company
     and all wholly owned subsidiaries.  All significant  intercompany  accounts
     and transactions among the consolidated entities have been eliminated.

                                     - 15 -
<PAGE>
NTL (BERMUDA) LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Management's Use of Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     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.

     Fair Values
     The estimated fair value amounts  presented in these notes to  consolidated
     financial  statements  have been  determined by the Company using available
     market  information and appropriate  methodologies.  However,  considerable
     judgment is required in  interpreting  market data to develop the estimates
     of  fair  value.  The  estimates   presented  herein  are  not  necessarily
     indicative  of the  amounts  that the  Company  could  realize in a current
     market exchange.  The use of different market assumptions and/or estimation
     methodologies  may have a  material  effect  on the  estimated  fair  value
     amounts.  Such fair  value  estimates  are based on  pertinent  information
     available to management as of December 31, 1998 and 1997, and have not been
     comprehensively  revalued  for  purposes  of these  consolidated  financial
     statements since such dates.

     Cash Equivalents
     Cash equivalents are short-term,  highly liquid investments with maturities
     of three months or less when purchased. Cash equivalents as of December 31,
     1998 and 1997 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  are being  amortized  to  equity in net  losses of
     affiliates over the remaining  original lives of the related  franchises of
     eight years.

     Prematurity Period
     The Company  accounts for costs,  expenses and revenues  applicable  to the
     construction  and  operation  of its cable  telecommunications  systems  in
     Teesside and Cambridge Cable under the provisions of Statement of Financial
     Accounting  Standards  ("SFAS")  No.  51,  "Financial  Reporting  by  Cable
     Television Companies."

     Under SFAS No. 51, during the period while the systems are partially  under
     construction and partially in service (the "Prematurity Period"),  costs of
     cable  telecommunications  plant,  including  materials,  direct  labor and
     construction overhead are capitalized. Subscriber-related costs and general
     and  administrative  costs are  expensed  as  incurred.  Costs  incurred in
     anticipation  of  servicing  a fully  operating  system  that will not vary
     regardless  of  the  number  of  subscribers  are  partially  expensed  and
     partially  capitalized,  based upon the  percentage  of  average  actual or
     estimated  subscribers,  whichever  is  greater,  to the  total  number  of
     subscribers expected at the end of the Prematurity Period (the "Fraction").

     During the  Prematurity  Period,  depreciation  and  amortization of system
     assets is determined by multiplying the  depreciation  and  amortization of
     the total capitalized  system assets expected at the end of the Prematurity
     Period by the Fraction. At the end of the Prematurity Period,  depreciation
     and  amortization of system assets is based on the remaining  undepreciated
     cost at that date.  As of December  31,  1998,  all of the  Company's  five
     franchise  areas  which  were  under   construction  have  completed  their
     Prematurity Period.

     Property and Equipment
     Property and  equipment,  which consists  principally of system assets,  is
     shown at historical cost less accumulated  depreciation.  Improvements that
     extend asset lives are capitalized;  other repairs and maintenance  charges
     are

                                     - 16 -
<PAGE>
NTL (BERMUDA) LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     expensed  as  incurred.  The  cost  and  related  accumulated  depreciation
     applicable  to assets sold or retired are removed from the accounts and the
     gain or loss on  disposition  is recognized as a component of  depreciation
     expense.

     System assets

     Prior to the  Prematurity  Period,  no  depreciation  is provided on system
     assets.  During  the  Prematurity  Period,   depreciation  is  provided  in
     accordance with SFAS No. 51.

     Depreciation of system assets is provided by the straight-line  method over
     estimated useful lives as follows:

                  Plant                                     15-40 years
                  Network                                      15 years
                  Subscriber equipment                       6-10 years
                  Switch                                       10 years
                  Computers                                     4 years

     Non-system assets

     Depreciation of non-system assets is provided by the  straight-line  method
     over estimated useful lives as follows:

                  Buildings                                    40 years
                  Fixtures, fittings and equipment              5 years
                  Vehicles                                      4 years
                  Computers                                     4 years

     Leased Assets
     Assets held under capital  leases are treated as if they had been purchased
     outright and the  corresponding  liability  is included in long-term  debt.
     Capital lease payments  include  principal and interest,  with the interest
     portion being charged to expense.  Payments on operating leases are charged
     to expense on a straight-line basis over the lease term.

     Deferred Charges
     Deferred  charges  consist   primarily  of  franchise   acquisition   costs
     attributable  to  obtaining,   developing  and  maintaining  the  franchise
     licenses of Teesside and Cambridge Cable,  debt acquisition  costs relating
     to the sale of approximately $517.3 million principal amount at maturity of
     the Debentures and goodwill arising from the SingTel  Transaction (see Note
     4).  Franchise  acquisition  costs are being  amortized on a  straight-line
     basis over the remaining  original lives of the related franchises of 12 to
     15 years.  Debt  acquisition  costs are being  amortized on a straight-line
     basis  over the  term of the  Debentures  of 12  years.  Goodwill  is being
     amortized on a straight-line basis over the remaining original lives of the
     related franchises of 11 years.

     Valuation of Long-Lived Assets
     The Company  periodically  evaluates the  recoverability  of its long-lived
     assets,  including  property  and  equipment  and deferred  charges,  using
     objective  methodologies.  Such methodologies  include evaluations based on
     the cash flows generated by the underlying assets or other  determinants of
     fair value.

     Revenue Recognition
     Service income is recognized as service is provided. Credit risk is managed
     by disconnecting services to subscribers who are delinquent.

     Income Taxes
     The Company is exempt from US federal, state and local income taxes. At the
     present time, no income,  profit, capital or capital gains taxes are levied
     in Bermuda and, accordingly,  no provision for such taxes has been recorded
     by the  Company.  In the event that such taxes are levied,  the Company has
     received an undertaking from the Bermuda  Government  exempting it from all
     such taxes until March 2016.

                                     - 17 -
<PAGE>
NTL (BERMUDA) LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The Company's wholly owned  subsidiaries  recognize deferred tax assets and
     liabilities for temporary differences between the financial reporting basis
     and the tax basis of their assets and liabilities and expected  benefits of
     utilizing net operating loss carryforwards. The impact on deferred taxes of
     changes in tax rates and laws,  if any,  applied to the years  during which
     temporary  differences  are  expected to be settled,  are  reflected in the
     financial statements in the period of enactment.

     Derivative Financial Instruments
     The Company uses  derivative  financial  instruments,  principally  foreign
     exchange  option  contracts  ("FX  Options"),  to manage  its  exposure  to
     fluctuations in foreign  currency  exchange  rates.  Written FX Options are
     marked-to-  market  on  a  current  basis  in  the  Company's  consolidated
     statement of operations (see Note 6).

     Those  instruments  that have been  entered  into by the  Company  to hedge
     exposure to foreign currency exchange rate risks 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  are  marked-to-market  on a  current  basis  in the  Company's
     consolidated statement of operations.

     The Company does not hold or issue any derivative financial instruments for
     trading  purposes and is not a party to leveraged  instruments (see Notes 6
     and 7). The credit risks associated with the Company's derivative financial
     instruments  are  controlled  through the  evaluation and monitoring of the
     creditworthiness of the counterparties. Although the Company may be exposed
     to losses in the event of nonperformance by the counterparties, the Company
     does not expect such losses, if any, to be significant.

     Reclassifications
     Certain  reclassifications  have been made to the prior years' consolidated
     financial statements to conform to those classifications used in 1998.

3.   RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial  Accounting Standards Board (the "FASB") issued
     SFAS No. 130, "Reporting  Comprehensive Income." SFAS No. 130 requires that
     all items that are required to be recognized under accounting  standards as
     components  of  comprehensive  income be reported in a financial  statement
     that is displayed with the same prominence as other  financial  statements.
     SFAS No. 130 is effective  for fiscal years  beginning  after  December 15,
     1997. The Company adopted SFAS No. 130 in 1998,  which had no effect on the
     consolidated  financial statements since the Company did not have any other
     comprehensive income items.

     In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments of
     an Enterprise and Related  Information." SFAS No. 131 establishes standards
     for the way that public  enterprises  report  information  about  operating
     segments in annual financial statements and requires that those enterprises
     report selected  information about operating  segments in interim financial
     reports issued to shareholders.  It also establishes  standards for related
     disclosures  about  products  and  services,  geographic  areas  and  major
     customers.  SFAS No. 131 is effective for financial  statements for periods
     beginning after December 15, 1997. The Company adopted SFAS No. 131 in 1998
     which had no impact on the  Company's  financial  position  or  results  of
     operations since the Company operates in a single segment.

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
     Instruments  and Hedging  Activities."  This statement,  which  establishes
     accounting and reporting  standards for derivatives and hedging activities,
     is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
     adoption of SFAS No. 133, all  derivatives are required to be recognized in
     the  statement of financial  position as either assets or  liabilities  and
     measured at fair value. The Company is currently  evaluating the impact the
     adoption of SFAS No. 133 will have on its financial position and results of
     operations.

                                     - 18 -
<PAGE>
NTL (BERMUDA) LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.   SINGTEL TRANSACTION

     In  March  1996,  the  Company  completed  the  acquisition  (the  "SingTel
     Transaction") of Singapore Telecom International Pte. Limited's ("Singapore
     Telecom") 50% interest in Cambridge Cable, pursuant to the terms of a Share
     Exchange  Agreement  executed by the parties in December  1995. In exchange
     for Singapore  Telecom's 50% interest in Cambridge  Cable and certain loans
     made to Cambridge Cable, with accrued interest thereon,  the Company issued
     approximately   8.9  million  of  its  Class  A  Common   Shares  and  paid
     approximately  (UK  Pound)11.8  million to Singapore  Telecom.  The Company
     accounted  for the SingTel  Transaction  under the  purchase  method.  As a
     result of the SingTel Transaction, the Company owns 100% of Cambridge Cable
     and Cambridge Cable was consolidated  with the Company  effective March 31,
     1996.

5.   INVESTMENTS IN AFFILIATES

     The Company has historically invested in three unconsolidated  affiliates :
     Birmingham Cable, Cable London and Cambridge Cable.

     Included in investments in affiliates as of December 31, 1998 and 1997, are
     loans to Cable London of (UK Pound)28.5 million and accrued interest of (UK
     Pound)8.6 million and (UK Pound)6.0 million, respectively. The loans accrue
     interest at a rate of 2% above the published  base lending rate of Barclays
     Bank PLC (8.25% effective rate as of December 31, 1998) and are subordinate
     to Cable  London's  revolving  bank credit  facility.  Of these loans,  (UK
     Pound)21.0  million as of December 31, 1998 and 1997 are  convertible  into
     ordinary  shares of Cable  London at a per  share  conversion  price of (UK
     Pound)2.00.  Also included in  investments in affiliates as of December 31,
     1997 are loans to  Birmingham  Cable of (UK  Pound)1.9  million and accrued
     interest  of (UK  Pound)133,000.  Loans to  Birmingham  Cable  and  related
     accrued  interest were  terminated in 1998 due to the sale of the interests
     in Birmingham Cable in October 1998.

     In May 1997, Cable London entered into a (UK Pound)170.0  million revolving
     credit facility (the "London  Revolver") with various banks, which converts
     into a five year term loan on June 30, 2001.  Interest  rates on the London
     Revolver are at LIBOR plus 1/2% to 2 3/8%. In May 1997, Cable London repaid
     all amounts  outstanding  under its existing  credit facility with proceeds
     from  borrowings  under the  London  Revolver.  The  balance  of the London
     Revolver  will be  used,  subject  to  certain  restrictions,  for  capital
     expenditures and working capital requirements  relating to the build-out of
     its systems. The London Revolver contains restrictive covenants which limit
     Cable London's  ability to enter into  arrangements for the acquisition and
     sale of property and equipment,  investments, mergers and the incurrence of
     additional debt.  Certain of these covenants require that certain financial
     ratios and cash flow levels be maintained and contain certain  restrictions
     on  dividend  payments.  The  Company's  shares in Cable  London  have been
     pledged to secure amounts outstanding under the London Revolver.


                                     - 19 -
<PAGE>
NTL (BERMUDA) LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Summarized  financial  information  for affiliates  accounted for under the
     equity method for 1998, 1997 and 1996, is as follows:
<TABLE>
<CAPTION>
                                            Birmingham        Cable           Cambridge
                                            Cable(1)          London           Cable (2)        Combined
                                        (UK Pound)000      (UK Pound)000     (UK Pound)000    (UK Pound)000
<S>                                   <C>               <C>               <C>              <C>
YEAR ENDED DECEMBER 31, 1998
Results of operations
     Service income...................                  (UK Pound)66,987                    (UK Pound)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)

AT DECEMBER 31, 1998
Financial position
     Current assets...................                            10,776                              10,776
     Noncurrent assets................                           194,953                             194,953
     Current liabilities..............                            24,653                              24,653
     Noncurrent liabilities...........                           204,648                             204,648

YEAR ENDED DECEMBER 31, 1997
Results of operations
     Service income...................          67,166            52,816                             119,982
     Operating, selling, general and
       administrative expenses........         (56,564)          (45,787)                           (102,351)
     Depreciation and amortization....         (26,427)          (19,740)                            (46,167)
     Operating loss...................         (15,825)          (12,711)                            (28,536)
     Net loss.........................         (30,826)          (25,168)                            (55,994)
     Company's equity in net loss.....          (8,616)          (12,743)                            (21,359)

AT DECEMBER 31, 1997
Financial position
     Current assets...................          11,424            10,340                              21,764
     Noncurrent assets................         248,611           185,353                             433,964
     Current liabilities..............          22,293            22,902                              45,195
     Noncurrent liabilities...........         165,413           173,038                             338,451

YEAR ENDED DECEMBER 31, 1996
Results of operations
     Service income...................          52,472            40,091   (UK Pound)6,401            98,964
     Operating, selling, general and
       administrative expenses........         (44,476)          (39,135)           (6,366)          (89,977)
     Depreciation and amortization....         (19,690)          (14,862)           (2,168)          (36,720)
     Operating loss...................         (11,694)          (13,906)           (2,133)          (27,733)
     Net loss.........................         (20,378)          (21,241)           (4,419)          (46,038)
     Company's equity in net loss.....          (5,671)          (10,551)           (2,210)          (18,432)

<FN>
---------------
(1)   The Company sold its 27.5% interest in Birmingham Cable in October 1998.
(2)   1996 results of operations information for Cambridge Cable is for the three months ended March 31, 1996 (see
      Note 4).
</FN>
</TABLE>

                                     - 20 -
<PAGE>
NTL (BERMUDA) LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6.   FOREIGN CURRENCY RISK MANAGEMENT

     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  in areas such as  counterparty  exposure  and  hedging
     practices. Positions were monitored using techniques including market value
     and sensitivity analyses.

     The Company entered into certain FX Options as a normal part of its foreign
     currency risk  management  efforts.  During 1995, the Company  entered into
     certain  foreign  exchange  put option  contracts  ("FX Puts") which may be
     settled  only on  November  16,  2000.  These FX Puts are used to limit the
     Company's  exposure to the risk that the eventual cash outflows  related to
     net  monetary   liabilities   denominated  in  currencies  other  than  its
     functional  currency (the UK Pound)  (principally the Debentures - see Note
     7) are adversely  affected by changes in exchange rates. As of December 31,
     1998 and 1997, the Company had (UK Pound)250.0  million  notional amount of
     FX Puts to  purchase  US  dollars  at an  exchange  rate of  $1.35  per (UK
     Pound)1.00  (the "Ratio").  The FX Puts provide a hedge,  to the extent the
     exchange  rate falls below the Ratio,  against the  Company's  net monetary
     liabilities  denominated  in US dollars since gains and losses  realized on
     the FX Puts  would be  offset  against  foreign  exchange  gains or  losses
     realized on the underlying net  liabilities.  Premiums paid for the FX Puts
     of (UK Pound)13.9  million are included in foreign exchange put options and
     other  in  the  Company's   consolidated  balance  sheet,  net  of  related
     amortization.  These  premiums  are being  amortized  over the terms of the
     related  contracts of five years.  As of December 31, 1998 and 1997, the FX
     Puts  had  carrying  values  of (UK  Pound)5.2  million  and (UK  Pound)8.0
     million,  respectively.  The  estimated  fair  value of the FX Puts was (UK
     Pound).567  million and (UK  Pound)3.2  million as of December 31, 1998 and
     1997, respectively.

     In 1995,  in order to  reduce  hedging  costs,  the  Company  sold  foreign
     exchange  call option  contracts  ("FX Calls") to exchange (UK  Pound)250.0
     million  notional  amount and  received  (UK  Pound)3.4  million.  Of these
     contracts,  (UK Pound)200.0 million notional amount, with an exchange ratio
     of $1.70 per (UK Pound)1.00, expired unexercised in November 1996 while the
     remaining  contract,  with a (UK Pound)50.0  million notional amount and an
     exchange  ratio of  $1.62  per (UK  Pound)1.00,  had a  settlement  date in
     November  2000.  In the fourth  quarter of 1996,  in order to  continue  to
     reduce  hedging  costs,  the  Company  sold  additional  FX  Calls  for (UK
     Pound)2.1 million,  to exchange (UK Pound)200.0  million notional amount at
     an average  exchange  ratio of $1.75 per (UK  Pound)1.00.  These  contracts
     expired  unexercised in the fourth quarter of 1997. The remaining  contract
     with a (UK Pound)50.0  million notional amount was unwound in October 1998.
     The FX Calls  were  marked-to-market  on a current  basis in the  Company's
     consolidated  statement  of  operations.  As  of  December  31,  1997,  the
     estimated fair value of the liabilities related to the FX Calls as recorded
     in the Company's  consolidated  balance sheet,  was (UK Pound)2.7  million.
     Changes in fair value between  measurement  dates  relating to the FX Calls
     resulted  in  exchange  losses of (UK  Pound)230,000  during the year ended
     December 31, 1998,  exchange gains of (UK Pound)4.5 million during the year
     ended December 31, 1997 and exchange losses of (UK Pound)1.3 million during
     the year ended December 31, 1996 in the Company's consolidated statement of
     operations.

7.   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  accretes  on the 2007  Discount  Debentures  at 11.20%  per annum
     compounded semi-annually from November 15, 1995 to November 15, 2000, after
     which date  interest  will be paid in cash on each May 15 and  November  15
     through  November  15,  2007.  The  accreted  value  of the  2007  Discount
     Debentures was (UK Pound)254.2  million and (UK  Pound)229.2  million as of
     December 31, 1998 and 1997, respectively.

     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, 1998.

                                     - 21 -

<PAGE>
NTL (BERMUDA) LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     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
     As of December 31, 1998 and 1997,  Cambridge Cable has two outstanding bank
     loans totaling (UK Pound)456,000 and (UK Pound)505,000, respectively, which
     are included in long-term  debt.  These bank loans are secured by Cambridge
     Cable's  land and  buildings  in  Cambridge  and Bishop  Stortford  and are
     payable in quarterly installments through April 2000 and bear interest at a
     weighted  average fixed rate of 9.35%.  Also included in long-term debt are
     capital lease obligations of Cambridge Cable and Teesside (see Note 11).

     Maturities of long-term debt  outstanding,  as of December 31, 1998 for the
     four years after 1999 are as follows (in (UK Pound)000's):

                  2000                  (UK Pound)927
                  2001                            760
                  2002                            657
                  2003                            602

     The Company's  long-term debt, had estimated fair values of (UK Pound)268.3
     million  and (UK  Pound)259.6  million as of  December  31,  1998 and 1997,
     respectively.  The estimated  fair value of the Company's  publicly  traded
     debt is based on quoted  market prices for that debt.  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.

8.   RELATED PARTY TRANSACTIONS

     Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
     earned  consulting fee income under  consulting  agreements with Birmingham
     Cable and Cable London.  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 pursuant to the Telewest Agreement.

     The Company's  right to receive  consulting  fee payments  from  Birmingham
     Cable and Cable  London  had been  subordinated  to the banks  under  their
     credit facilities. Accordingly, a portion of these fees had been classified
     as long-term  receivables  and included in investments in affiliates in the
     Company's consolidated balance sheet.

     Management fee expense was incurred under agreements between the Company on
     the one hand,  and Comcast and Comcast  Consulting,  on the other,  whereby
     Comcast and Comcast Consulting  provided  consulting services to Birmingham
     Cable and Cable London on behalf of the Company and management  services to
     the  Company.  Such  management  fees were based on  Comcast's  and Comcast
     Consulting's cost of providing such services.  As of December 31, 1997, due
     to  affiliates  consisted  primarily of this  management  fee and operating
     expenses paid by Comcast and its  affiliates on behalf of the Company.  The
     management agreement was terminated upon the Amalgamation.

     Investment income includes (UK Pound)2.8 million, (UK Pound)2.5 million and
     (UK  Pound)2.9   million  of  interest  income  in  1998,  1997  and  1996,
     respectively,  relating to the loans to unconsolidated affiliates described
     in Note 5.

                                     - 22 -
<PAGE>
NTL (BERMUDA) LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Notes payable to Comcast U.K.  Holdings,  Inc.  consists of 9% Subordinated
     Notes  payable which are due in 1999.  During the years ended  December 31,
     1998,  1997 and 1996,  interest  expense  on the  Notes  was (UK  Pound)1.0
     million, (UK Pound)950,000 and (UK Pound)870,000, respectively.

     In management's  opinion,  the foregoing  transactions were entered into on
     terms no more or less favorable than those with non-affiliated parties.

9.   INCOME TAXES

     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 to fully  reserve the  deferred  tax asset as its  realization  is
     uncertain.

     Significant  components  of  deferred  income  taxes are as follows (in (UK
     Pound)000's):

<TABLE>
<CAPTION>
                                                                           December 31,
                                                                      1998              1997
<S>                                                              <C>              <C>   
         Net operating loss carryforwards
           (carried forward indefinitely)......................  (UK Pound)9,270 (UK Pound)14,382
         Differences between book and tax
           basis of property...................................           16,995            7,959
         Other.................................................              638              321
         Less: Valuation allowance.............................          (26,903)         (22,662)
                                                                 ---------------  ---------------
                                                                 (UK Pound)       (UK Pound)
                                                                 ===============  ===============
</TABLE>

10.  STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company made cash payments for interest of approximately  (UK Pound)7.6
     million,  (UK Pound)559,000  and (UK  Pound)418,000  during the years ended
     December 31, 1998, 1997 and 1996, respectively.

     The Company's wholly owned subsidiaries  incurred capital lease obligations
     of (UK Pound)3.4  million,  (UK Pound)2.1 million and (UK Pound)1.2 million
     during the years ended December 31, 1998, 1997 and 1996, respectively.

11.  COMMITMENTS AND CONTINGENCIES

     As  of  December   31,  1998,   the  Company  was   committed  to  purchase
     approximately (UK Pound)3.1 million for equipment and services.

     Certain of the Company's  facilities and equipment are held under operating
     or capital leases which expire through 2008.

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

<TABLE>
<CAPTION>
                                                                             December 31,
                                                                        1998              1997
<S>                                                             <C>                 <C>   
         Land, buildings and equipment..........................(UK Pound)13,132    (UK Pound)10,735
         Less: Accumulated depreciation.........................          (4,805)             (3,165)
                                                                ----------------    ----------------
                                                                (UK Pound) 8,327    (UK Pound) 7,570
                                                                ================    ================
</TABLE>

                                     - 23 -
<PAGE>
NTL (BERMUDA) LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

     Future minimum rental payments under lease  commitments  with an initial or
     remaining  term of more than one year of  December  31, 1998 are as follows
     (in (UK Pound)000's):
<TABLE>
<CAPTION>
                                                                    Capital           Operating
                                                                    leases              leases
<S>      <C>                                                     <C>                <C>  
         1999....................................................(UK Pound)2,456    (UK Pound)1,506
         2000....................................................          1,305                997
         2001....................................................          1,063                299
         2002....................................................            894                 46
         2003....................................................            779                 36
         Thereafter..............................................          1,919
                                                                 ---------------    ---------------
         Total minimum rental commitments........................          8,416    (UK Pound)2,884
                                                                                    ===============
         Less: Amount representing interest......................         (1,538)    
                                                                 ---------------
         Present value of minimum rental commitments.............          6,878
         Less: Current portion of capital lease obligations......         (1,965)
                                                                 ---------------
         Long-term portion of capital lease obligations..........(UK Pound)4,913
                                                                 ===============
</TABLE>

     Operating  lease  expense for the years ended  December 31, 1998,  1997 and
     1996 was (UK Pound)1.6  million,  (UK  Pound)1.7  million and (UK Pound)1.5
     million, respectively.

     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.

12.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                                 First         Second               Third            Fourth            Total
                                                Quarter        Quarter             Quarter         Quarter (1)          Year
                                                                   ((UK Pound)000, except per share data)
<S>                                       <C>               <C>               <C>               <C>               <C>   
     1998
     Revenues.............................(UK Pound)17,576  (UK Pound)19,012  (UK Pound)19,944  (UK Pound)22,055  (UK Pound)78,587
     Operating loss.......................          (4,583)           (3,941)           (4,306)           (2,737)          (15,567)
     Equity in net losses of affiliates...          (6,415)           (4,770)           (4,731)           (3,780)          (19,696)
     (Loss) income before extraordinary
        item..............................         (15,491)          (16,286)          (12,730)           87,712            43,205
     Extraordinary item...................                                                                (1,107)           (1,107)
     Net (loss) income....................         (15,491)          (16,286)          (12,730)           86,605            42,098

     1997
     Revenues.............................(UK Pound)12,351  (UK Pound)13,350  (UK Pound)14,241  (UK Pound)16,720  (UK Pound)56,662
     Operating loss.......................          (6,543)           (6,364)           (5,679)           (4,018)          (22,604)
     Equity in net losses of affiliates...          (5,152)           (5,162)           (5,195)           (5,850)          (21,359)
     Net loss.............................         (20,540)          (13,108)          (20,682)          (13,026)          (67,356)
<FN>
---------------
(1)  The fourth  quarter and total year net income  resulted  from a gain of (UK
     Pound)110.0 million due to the sale of the interests in Birmingham Cable in
     October 1998.
</FN>
</TABLE>


                                     - 24 -
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Cable London PLC

We have audited the accompanying  consolidated balance sheet of Cable London PLC
(a company  incorporated in the United Kingdom) and  subsidiaries as of December
31,  1998 and 1997,  and the  related  consolidated  statements  of  operations,
shareholders'  (deficiency) equity and of cash flows for each of the three years
in the period ended  December  31,  1998.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits 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  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial position of Cable London PLC and subsidiaries
as of December 31, 1998 and 1997, and the results of their  operations and their
cash flows for each of the three years in the period ended  December 31, 1998 in
conformity with accounting principles generally accepted in the United States of
America.


Deloitte & Touche

London, England
February 5, 1999



                                     - 25 -

<PAGE>
CABLE LONDON PLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(in (UK Pound)000's, except share data)
<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                              1998                1997
<S>                                                                  <C>                  <C>
ASSETS

CURRENT ASSETS
    Cash..........................................................     (UK Pound)2,793     (UK Pound)2,718
    Accounts receivable, less allowance for doubtful accounts 
       of (UK Pound)1,901 and (UK Pound)1,762.....................               6,172               4,792
    Other current assets..........................................               1,811               2,830
                                                                     -----------------   -----------------
          Total current assets....................................              10,776              10,340
                                                                     -----------------   -----------------

PROPERTY AND EQUIPMENT............................................             266,488             235,786
    Accumulated depreciation......................................             (75,742)            (55,292)
                                                                     -----------------   -----------------
    Property and equipment, net...................................             190,746             180,494
                                                                     -----------------   -----------------

DEFERRED CHARGES..................................................               7,637               8,073
    Accumulated amortization......................................              (3,430)             (3,214)
                                                                     -----------------   -----------------
    Deferred charges, net.........................................               4,207               4,859
                                                                     -----------------   -----------------
                                                                     (UK Pound)205,729   (UK Pound)195,693
                                                                     =================   =================
LIABILITIES AND SHAREHOLDERS' (DEFICIENCY)

CURRENT LIABILITIES
    Accounts payable and accrued expenses.........................    (UK Pound)21,814    (UK Pound)19,972
    Other current liabilities.....................................               1,465               2,172
    Current portion of long-term debt and capital lease obligations              1,374                 758
                                                                     -----------------   -----------------
          Total current liabilities...............................              24,653              22,902
                                                                     -----------------   -----------------

LONG-TERM DEBT, less current portion..............................             115,698              89,727
                                                                     -----------------   -----------------

CAPITAL LEASE OBLIGATIONS, less current portion...................              10,841              11,751
                                                                     -----------------   -----------------

CONVERTIBLE DEBT AND LOANS FROM SHAREHOLDERS......................              74,277              69,017
                                                                     -----------------   -----------------

OTHER LIABILITIES.................................................               3,832               2,543
                                                                     -----------------   -----------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' (DEFICIENCY)
    Ordinary shares, (UK Pound).10 par value - authorized, 
       100,000,000 shares; issued, 55,572,916.....................               5,557               5,557
    Additional capital............................................              97,254              97,254
    Accumulated deficit...........................................            (126,383)           (103,058)
                                                                     -----------------   -----------------
          Total shareholders' (deficiency)........................             (23,572)               (247)
                                                                     -----------------   -----------------
                                                                     (UK Pound)205,729   (UK Pound)195,693
                                                                     =================   =================
</TABLE>

See notes to consolidated financial statements.

                                     - 26 -
<PAGE>
CABLE LONDON PLC AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                                                 1998               1997                1996
<S>                                                       <C>                 <C>                 <C>   
SERVICE INCOME........................................... (UK Pound)66,987    (UK Pound)52,816    (UK Pound)40,091
                                                         -----------------   -----------------   -----------------
COSTS AND EXPENSES
   Operating.............................................           27,259              22,084              17,978
   Selling, general and administrative...................           24,869              23,703              21,157
   Depreciation and amortization.........................           22,659              19,740              14,862
                                                         -----------------   -----------------   -----------------
                                                                    74,787              65,527              53,997
                                                         -----------------   -----------------   -----------------
OPERATING LOSS...........................................           (7,800)            (12,711)            (13,906)

INTEREST EXPENSE.........................................           15,730              12,692               7,556

INVESTMENT INCOME........................................             (205)               (235)               (221)
                                                         -----------------   -----------------   -----------------
NET LOSS.................................................((UK Pound)23,325)  ((UK Pound)25,168)  ((UK Pound)21,241)
                                                         =================   =================   =================
</TABLE>

See notes to consolidated financial statements.


                                     - 27 -

<PAGE>
CABLE LONDON PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(in (UK Pound)000's)

<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                                 1998                 1997                1996
<S>                                                      <C>                    <C>                 <C>  
OPERATING ACTIVITIES
   Net loss..............................................((UK Pound)23,325)     ((UK Pound)25,168)  ((UK Pound)21,241)
   Adjustments to reconcile net loss to net cash 
    (used in) provided by operating activities:
     Depreciation and amortization........................          22,659                 19,740              14,862
     Non-cash interest expense............................           5,260                  4,773               3,355
                                                           ---------------        ---------------     ---------------
                                                                     4,594                   (655)             (3,024)
     Increase in accounts receivable and
       other current assets...............................            (361)                  (618)             (2,428)
     Increase (decrease) in accounts payable and accrued 
       expenses, other current liabilities and other 
       liabilities........................................           2,424                   (135)              7,508
                                                           ---------------        ---------------     ---------------
         Net cash provided by (used in) operating 
          activities......................................           6,657                 (1,408)              2,056
                                                           ---------------        ---------------     ---------------
FINANCING ACTIVITIES
   Proceeds from borrowings...............................          26,000                 94,029              40,000
   Debt acquisition costs.................................                                 (1,704)
   Loans from shareholders................................                                 12,000               3,000
   Repayments of debt.....................................             (26)               (65,031)                (33)
   Repayment of capital leases............................            (741)                  (537)                (21)
   Issuances of shares....................................                                    812
                                                           ---------------        ---------------     ---------------
         Net cash provided by financing activities........          25,233                 39,569              42,946
                                                           ---------------        ---------------     ---------------
INVESTING ACTIVITIES
   Capital expenditures...................................         (31,815)               (38,656)            (46,082)
                                                           ---------------        ---------------     ---------------
         Net cash used in investing activities ...........         (31,815)               (38,656)            (46,082)
                                                           ---------------        ---------------     ---------------

INCREASE (DECREASE) IN CASH...............................              75                   (495)             (1,080)
 
CASH, beginning of year...................................           2,718                  3,213               4,293
                                                           ---------------        ---------------     ---------------
CASH, end of year......................................... (UK Pound)2,793        (UK Pound)2,718     (UK Pound)3,213
                                                           ===============        ===============     ===============
</TABLE>

See notes to consolidated financial statements.


                                     - 28 -

<PAGE>
CABLE LONDON PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIENCY) EQUITY
(in (UK Pound)000's)


<TABLE>
<CAPTION>
                                                 Ordinary         Additional       Accumulated
                                                  Shares            Capital          Deficit               Total
<S>                                          <C>              <C>               <C>                  <C>   
BALANCE, JANUARY 1, 1996.....................(UK Pound)5,513  (UK Pound)96,486  ((UK Pound)56,649)   (UK Pound)45,350
     Net loss................................                                             (21,241)            (21,241)
                                             ---------------  ----------------  -----------------   -----------------

BALANCE, DECEMBER 31, 1996...................          5,513            96,486            (77,890)             24,109
     Shares issued...........................             44               768                                    812
     Net loss................................                                             (25,168)            (25,168)
                                             ---------------  ----------------  -----------------   -----------------

BALANCE, DECEMBER 31, 1997...................          5,557            97,254           (103,058)               (247)
     Net loss................................                                             (23,325)            (23,325)
                                             ---------------  ----------------  -----------------   -----------------

BALANCE, DECEMBER 31, 1998...................(UK Pound)5,557  (UK Pound)97,254 ((UK Pound)126,383)  ((UK Pound)23,572)
                                             ===============  ================  =================   =================
</TABLE>

See notes to consolidated financial statements.

                                     - 29 -
<PAGE>
CABLE LONDON PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

1.   BUSINESS

     Cable London PLC, a company  incorporated in the United Kingdom ("UK"), and
     subsidiaries  (the  "Company") is principally  engaged in the  development,
     construction, management and operation of cable telecommunications systems.
     The   Company   holds   four   franchises   covering   Camden,    Haringey,
     Hackney/Islington and Enfield, England.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Accounting
     The Company  maintains its books and records in accordance  with accounting
     principles  generally  accepted  in  the  UK.  The  consolidated  financial
     statements  have  been  prepared  in  accordance  with  generally  accepted
     accounting  principles  as  practiced in the United  States  ("US") and are
     stated  in UK pounds  sterling  ("UK  Pound").  There  were no  significant
     differences  between  accounting  principles  followed  for UK purposes and
     generally accepted accounting  principles practiced in the US. The UK Pound
     exchange  rate as of December  31, 1998 and 1997 was US $1.66 and US $1.65,
     respectively.

     Basis of Consolidation
     The consolidated  financial  statements include the accounts of the Company
     and all wholly owned subsidiaries.  All significant  intercompany  accounts
     and transactions among the consolidated entities have been eliminated.

     Management's Use of Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     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.

     Fair Values
     The estimated fair value amounts  presented in these notes to  consolidated
     financial  statements  have been  determined by the Company using available
     market  information and appropriate  methodologies.  However,  considerable
     judgment is required in  interpreting  market data to develop the estimates
     of  fair  value.  The  estimates   presented  herein  are  not  necessarily
     indicative  of the  amounts  that the  Company  could  realize in a current
     market exchange.  The use of different market assumptions and/or estimation
     methodologies  may have a  material  effect  on the  estimated  fair  value
     amounts.  Such fair  value  estimates  are based on  pertinent  information
     available to management as of December 31, 1998 and 1997, and have not been
     comprehensively  revalued  for  purposes  of these  consolidated  financial
     statements since such dates.

     Prematurity Period
     The Company  accounts for costs,  expenses and revenues  applicable  to the
     construction  and operation of its cable  telecommunications  systems under
     the provisions of Statement of Financial Accounting Standards ("SFAS") No.
     51, "Financial Reporting by Cable Television Companies."

     Under SFAS No. 51, during the period while the systems are partially  under
     construction and partially in service (the "Prematurity Period"),  costs of
     cable  telecommunications  plant,  including  materials,  direct  labor and
     construction overhead are capitalized. Subscriber-related costs and general
     and  administrative  costs are  expensed  as  incurred.  Costs  incurred in
     anticipation  of  servicing  a fully  operating  system  that will not vary
     regardless  of  the  number  of  subscribers  are  partially  expensed  and
     partially  capitalized,  based  on the  percentage  of  average  actual  or
     estimated  subscribers,  whichever  is  greater,  to the  total  number  of
     subscribers expected at the end of the Prematurity Period (the "Fraction").

     During the  Prematurity  Period,  depreciation  and  amortization of system
     assets is determined by multiplying the  depreciation  and  amortization of
     the total capitalized  system assets expected at the end of the Prematurity
     Period by the Fraction. At the end of the Prematurity Period,  depreciation
     and amortization of system assets is based on

                                     - 30 -
<PAGE>
CABLE LONDON PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (Continued)

     the remaining undepreciated cost at that date. As of December 31, 1998, all
     of the Company's four  franchise  areas have  completed  their  Prematurity
     Period.

     Property and Equipment
     Property and  equipment,  which consists  principally of system assets,  is
     shown at historical cost less accumulated  depreciation.  Improvements that
     extend asset lives are capitalized;  other repairs and maintenance  charges
     are expensed as  incurred.  The cost and related  accumulated  depreciation
     applicable  to assets sold or retired are removed from the accounts and the
     gain or loss on  disposition  is recognized as a component of  depreciation
     expense.

     System assets

     Prior to the  Prematurity  Period,  no  depreciation  is provided on system
     assets.  During  the  Prematurity  Period,   depreciation  is  provided  in
     accordance with SFAS No. 51.

     Depreciation of system assets is provided by the straight-line  method over
     estimated useful lives as follows:

                  Plant                                        40 years
                  Network                                      15 years
                  Subscriber equipment                        6-8 years
                  Switch                                       10 years
                  Computers                                     4 years

     Non-system assets

     Depreciation of non-system assets is provided by the  straight-line  method
     over estimated useful lives as follows:

                  Leased buildings                             40 years
                  Fixtures, fittings and equipment              5 years
                  Computers                                     4 years
                  Vehicles                                      3 years

     Leased Assets
     Assets held under capital  leases are treated as if they had been purchased
     outright  and the  corresponding  liability  is included  in capital  lease
     obligations.  Capital lease payments include  principal and interest,  with
     the interest  portion  being  expensed.  Payments on  operating  leases are
     expensed on a straight-line basis over the lease term.

     Deferred Charges
     Deferred charges consist primarily of franchise acquisition and development
     costs directly  attributable  to obtaining,  developing and maintaining the
     franchise  licenses and debt  acquisition  costs incurred by the Company in
     entering into the London Revolver (see Note 3).  Franchise  acquisition and
     development costs are being amortized on a straight-line basis over periods
     from two to fifteen years.  Debt acquisition costs are being amortized on a
     straight-line basis over the term of the London Revolver of nine years.

     Valuation of Long-Lived Assets
     The Company  periodically  evaluates the  recoverability  of its long-lived
     assets,  including  property  and  equipment  and deferred  charges,  using
     objective  methodologies.  Such methodologies  include evaluations based on
     the cash flows generated by the underlying assets or other  determinants of
     fair value.

     Revenue Recognition
     Service income is recognized as service is provided. Credit risk is managed
     by disconnecting services to subscribers who are delinquent.

                                     - 31 -
<PAGE>
CABLE LONDON PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (Continued)

     Income Taxes
     The Company  recognizes  deferred tax assets and  liabilities for temporary
     differences  between the financial reporting basis and the tax basis of the
     Company's  assets and  liabilities  and expected  benefits of utilizing net
     operating  loss  carryforwards.  The impact on deferred taxes of changes in
     tax rates and laws,  if any,  applied to the years during  which  temporary
     differences  are expected to be settled,  are  reflected  in the  financial
     statements in the period of enactment.

     Derivative Financial Instruments
     The Company uses derivative financial instruments,  including interest rate
     exchange   agreements   ("Swaps")  and  interest  rate  collar   agreements
     ("Collars"), to manage its exposure to fluctuations in interest rates.

     Swaps and Collars are matched with either  fixed or variable  rate debt and
     periodic cash  payments are accrued on a settlement  basis as an adjustment
     to interest expense.

     Those  instruments  that have been  entered  into by the  Company  to hedge
     exposure to interest rate risks are periodically examined by the Company to
     ensure that the instruments are matched with underlying liabilities, reduce
     the Company's  risks relating to interest  rates and,  through market value
     and  sensitivity  analysis,  maintain a high  correlation  to the  interest
     expense or underlying value of the hedged item.

     The Company does not hold or issue any derivative financial instruments for
     trading purposes and is not a party to leveraged  instruments (see Note 3).
     The  credit  risks  associated  with  the  Company's  derivative  financial
     instruments  are  controlled  through the  evaluation and monitoring of the
     creditworthiness of the counterparties. Although the Company may be exposed
     to losses in the event of nonperformance by the counterparties, the Company
     does not expect such losses, if any, to be significant.

     Recent Accounting Pronouncements
     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
     Instruments  and Hedging  Activities."  This statement,  which  establishes
     accounting and reporting  standards for derivatives and hedging activities,
     is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
     adoption of SFAS No. 133, all  derivatives are required to be recognized in
     the  statement of financial  position as either assets or  liabilities  and
     measured at fair value. The Company is currently  evaluating the impact the
     adoption of SFAS No. 133 will have on its financial position and results of
     operations.

3.   LONG-TERM DEBT

     In June 1995, the Company entered into a (UK Pound)60.0  million  revolving
     credit  facility (the "London  Facility")  with various  banks.  The London
     Facility had a two year term and an interest  rate at the London  Interbank
     Offered Rate  ("LIBOR")  plus 2 1/2%. In April 1997,  the amount  available
     under the London Facility was increased to (UK Pound)65.0 million.

     In May 1997, the Company entered into a (UK Pound)170.0  million  revolving
     credit facility (the "London  Revolver") with various banks, which converts
     into a five year term loan on June 30, 2001.  Interest  rates on the London
     Revolver are at LIBOR plus 1/2% to 2 3/8%. In May 1997,  the Company repaid
     all  amounts  outstanding  under the London  Facility  with  proceeds  from
     borrowings  under the London  Revolver.  The balance of the London Revolver
     will be used, subject to certain restrictions, for capital expenditures and
     working capital requirements relating to the build-out of its systems.

     The  London  Revolver  contains  restrictive   covenants  which  limit  the
     Company's  ability to enter into  arrangements for the acquisition and sale
     of property  and  equipment,  investments,  mergers and the  incurrence  of
     additional debt.  Certain of these covenants require that certain financial
     ratios and cash flow levels be maintained and contain certain  restrictions
     on dividend payments.  The Company's two principal  shareholders' rights to
     receive  consulting fee payments from the Company had been  subordinated to
     the banks under the London Revolver. The payment of

                                     - 32 -
<PAGE>
CABLE LONDON PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (Continued)

     consulting  fees was  restricted  until the Company  met certain  financial
     ratio tests under the London  Revolver.  The consulting fee agreements were
     terminated in October 1998  pursuant to an agreement  between the Company's
     two  principal  shareholders.  In addition,  the  Company's  two  principal
     shareholders'  shares in the Company have been pledged to secure the London
     Revolver.

     The  Company  enters  into Swaps and  Collars as a normal  part of its risk
     management  efforts  to limit  its  exposure  to  adverse  fluctuations  in
     interest rates.  Using Swaps, the Company agrees to exchange,  at specified
     intervals,  the  difference  between  fixed and variable  interest  amounts
     calculated  by reference to an agreed upon notional  amount.  Collars limit
     the Company's  exposure to and benefits from interest rate  fluctuations on
     variable  rate debt to within a certain  range of interest  rates.  In June
     1997,  the Company  entered into a series of four year interest  Swaps with
     three banks. Under the agreements,  the Company pays fixed rate interest at
     7.34% and receives floating rate interest at three month LIBOR,  based upon
     the outstanding  notional amount of the Swaps. As of December 31, 1998, the
     notional  amount  outstanding on the Swaps was (UK  Pound)64.5  million and
     increased to (UK Pound)69.5  million on January 7, 1999. Also in June 1997,
     the Company  entered into a Collar  which  limits the interest  rate on the
     notional amount to between 6% and 9%. As of December 31, 1998, the notional
     amount  outstanding on the Collar was (UK Pound)32.3  million and increased
     to (UK  Pound)34.8  million on January 7,  1999.  The  notional  amounts of
     interest rate  agreements  and interest rate collar  agreements are used to
     measure  interest to be paid or received and do not represent the amount of
     exposure to credit loss. While Swaps and Collars represent an integral part
     of the Company's interest rate risk management  program,  their incremental
     effect on  interest  expense for the year ended  December  31, 1998 was not
     significant.  The estimated amount to settle the Company's Swaps and Collar
     was (UK Pound)3.7 million and (UK Pound)1.5 million as of December 31, 1998
     and 1997, respectively.

     Also  included  in  long-term  debt  is a  mortgage  note  payable  with an
     outstanding  balance  of (UK  Pound)727,000  and  (UK  Pound)753,000  as of
     December 31, 1998 and 1997,  respectively,  payable in monthly installments
     through 2002 which is secured by property of the Company. The mortgage note
     bears interest at a fixed rate of 9.79%.

     Maturities of long-term  debt  outstanding  as of December 31, 1998 for the
     four years after 1999 are as follows ((UK Pound)000's):

                      2000                      (UK Pound)31
                      2001                             2,911
                      2002                            12,131
                      2003                            17,250

     The  differences  between the carrying  amounts and estimated fair value of
     the Company's  long-term  debt was not  significant as of December 31, 1998
     and 1997.  Interest  rates that are currently  available to the Company for
     debt with similar terms and remaining  maturities are used to estimate fair
     value for debt issues for which quoted market prices are not available.

4.   CONVERTIBLE DEBT AND LOANS FROM SHAREHOLDERS

     As of December 31, 1998 and 1997, the Company had  outstanding  convertible
     debt due to  shareholders of (UK Pound)42.0  million and outstanding  loans
     from shareholders of (UK Pound)15.0 million. The convertible debt and loans
     from  shareholders  bear  interest  at 2% above  the base  lending  rate of
     Barclays  Bank PLC (8.25%  effective  rate as of December 31, 1998) and are
     payable on demand.  Accrued interest on the convertible debt and loans from
     shareholders  is (UK Pound)17.3  million and (UK  Pound)12.0  million as of
     December  31,  1998 and 1997,  respectively.  Under the terms of the London
     Revolver,  principal  and interest on the  convertible  debt and loans from
     shareholders   cannot  be  paid  until  the  London   Revolver  is  repaid.
     Accordingly,  the convertible  debt,  loans from  shareholders  and accrued
     interest  thereon has been  classified  as long-term  convertible  debt and
     other in the Company's  consolidated  balance sheet. The convertible  debt,
     along with accrued  interest  thereon,  is  convertible  into the Company's
     ordinary  shares at (UK  Pound)2.00  per  share.  Interest  expense  on the
     convertible debt and loans from shareholders was (UK Pound)5.3 million, (UK
     Pound)4.8 million and (UK Pound)3.3 million during the years ended December
     31, 1998, 1997 and 1996, respectively. A reasonable estimate of the

                                     - 33 -
<PAGE>
CABLE LONDON PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (Continued)

     fair  value of the  convertible  debt and loans  from  shareholders  is not
     practicable  to obtain  because of the related  party nature of these items
     and the lack of quoted market prices.

5.   RELATED PARTY TRANSACTIONS

     The Company had consulting  agreements with Comcast U.K.  Consulting,  Inc.
     ("Comcast Consulting") and Telewest Communications Group Ltd., subsidiaries
     of the  Company's  two  principal  shareholders,  Comcast  UK and  Telewest
     Communications  plc ("Telewest"),  respectively.  The Company pays a fee to
     Telewest each year as a contribution to the operating  expenses and capital
     expenditures of Telewest's Network Service Center, which provides telephony
     support to the  Company.  The  consulting  agreements  were  terminated  in
     October 1998  pursuant to an agreement  between NTL  (Bermuda)  Limited and
     Telewest.

     A summary of related party charges  included in the Company's  consolidated
     financial statements is as follows (in (UK Pound)000's):

<TABLE>
<CAPTION>
                                                                           Year Ended December 31,
                                                                   1998              1997              1996
<S>                                                           <C>              <C>                 <C>
           Consulting fees                                    (UK Pound)1,100  (UK Pound)1,077     (UK Pound)790
           Network Service Center fees                                    427              521               639
           Other                                                          653              355               125
                                                              ---------------  ---------------   ---------------
                                                              (UK Pound)2,180  (UK Pound)1,953   (UK Pound)1,554
                                                              ===============  ===============   ===============
</TABLE>

     As of December  31, 1998 and 1997,  accounts  payable and accrued  expenses
     include  (UK  Pound)406,000  million and (UK  Pound)176,000,  respectively,
     payable  to the  Company's  two  principal  shareholders,  principally  for
     consulting fees and normal operating  expenses paid by the shareholders and
     their  affiliates  on behalf of the  Company.  As of December  31, 1998 and
     1997, other long-term  liabilities  includes (UK Pound)3.8  million and (UK
     Pound)2.5 million,  respectively of consulting fees and interest payable to
     the Company's two principal shareholders as payment is restricted under the
     London Revolver.

     In management's  opinion,  the foregoing  transactions were entered into on
     terms  no more or less  favorable  than  those  with  non-affiliated  third
     parties.

6.   INCOME TAXES

     The Company has 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 to fully reserve
     the deferred tax asset as its realization is uncertain.

     Significant  components  of the  Company's  deferred  income  taxes  are as
     follows (in (UK Pound)000's):
<TABLE>
<CAPTION>
                                                                                                      December 31,
                                                                                                1998              1997
<S>                                                                                    <C>                 <C>   
         Net operating loss carryforwards (carried forward indefinitely)..............  (UK Pound)19,609    (UK Pound)17,692
         Differences between book and tax basis of property...........................            13,143              10,426
         Other........................................................................              (106)               (459)
         Less: Valuation allowance....................................................           (32,646)            (27,659)
                                                                                        ----------------    ----------------
                                                                                        (UK Pound)          (UK Pound)
                                                                                        ================    ================
</TABLE>

                                     - 34 -
<PAGE>
CABLE LONDON PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (Concluded)

7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company made cash payments for interest of approximately (UK Pound)10.0
     million,  (UK Pound)7.4  million and (UK Pound)3.7 million during the years
     ended December 31, 1998, 1997 and 1996, respectively.

     The Company incurred capital lease  obligations of (UK  Pound)444,000,  (UK
     Pound)4.8 million and (UK Pound)1.5 million during the years ended December
     31, 1998, 1997 and 1996, respectively.


8.   COMMITMENTS AND CONTINGENCIES

     Certain of the Company's  facilities and equipment are held under operating
     or capital leases which expire through 2007.

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

<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                            1998                  1997
<S>                                                                    <C>                  <C>   
         System, fixtures, fittings, equipment and vehicles..........  (UK Pound)13,484     (UK Pound)13,040
         Less: Accumulated depreciation..............................            (4,385)              (2,836)
                                                                       ----------------     ----------------
                                                                        (UK Pound)9,099     (UK Pound)10,204
                                                                       ================     ================
</TABLE>

     Future minimum rental payments under lease  commitments  with an initial or
     remaining term of more than one year as of December 31, 1998 are as follows
     (in (UK Pound)000's):

<TABLE>
<CAPTION>
                                                                          Capital          Operating
                                                                          leases            leases
<S>                                                                   <C>                <C>
         1999........................................................  (UK Pound)2,194    (UK Pound)786
         2000........................................................            2,125              665
         2001........................................................            2,340              615
         2002........................................................            1,491              597
         2003........................................................            1,674              597
         Thereafter..................................................            6,273            2,012
                                                                      ----------------  ---------------
         Total minimum rental commitments............................           16,097  (UK Pound)5,272
                                                                                        ===============
         Less: Amount representing interest..........................           (3,911)
                                                                      ----------------
         Present value of minimum rental commitments.................           12,186
         Less: Current portion of capital lease obligations..........           (1,345)
                                                                      ----------------
         Long-term portion of capital lease obligations.............. (UK Pound)10,841
                                                                      ================
</TABLE>

     Operating  lease  expense for the years ended  December 31, 1998,  1997 and
     1996 was (UK  Pound)822,000,  (UK Pound)919,000 and (UK Pound)1.2  million,
     respectively.

                                     - 35 -
<PAGE>
                              NTL (BERMUDA) LIMITED

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

                              (in (UK Pound)000's)

<TABLE>
<CAPTION>
                                                                               Additions
                                           Balance at         Effect of        Charged to      Deductions          Balance
                                           Beginning           SingTel         Costs and          from             at End
                                             of Year         Transaction        Expenses        Reserves(A)        of Year
<S>                                     <C>                 <C>            <C>              <C>                <C>  
Allowance for Doubtful Accounts

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

   1997..............................               1,338                             1,488              228              2,598

   1996..............................                  40    (UK Pound)577            1,325              604              1,338
</TABLE>


(A) Uncollectible accounts written off.

                                     - 36 -
<PAGE>
ITEM 9    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
          FINANCIAL DISCLOSURE

     Not applicable.


                                    PART III

ITEM 10, 11, 12 AND 13

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

                                     - 37 -

<PAGE>
                                     PART IV

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

     (a) The following financial statements are included in Part II, Item 8:
<TABLE>
<CAPTION>
<S>                                                                                  <C>
              NTL (Bermuda) Limited formerly Comcast UK Cable Partners Limited and Subsidiaries
              Independent Auditors' Report.............................................9
              Consolidated Balance Sheets--December 31, 1998 and 1997.................11
              Consolidated Statements of Operations--Years
               Ended December 31, 1998, 1997 and 1996.................................12
              Consolidated Statements of Cash Flows--Years
               Ended December 31, 1998, 1997 and 1996.................................13
              Consolidated Statement of Shareholder's
               Equity--Years Ended December 31, 1998, 1997 and 1996...................14
              Notes to Consolidated Financial Statements..............................15

              Cable London PLC and Subsidiaries
              Independent Auditors' Report............................................25
              Consolidated Balance Sheet--December 31, 1998 and 1997..................26
              Consolidated Statement of Operations--Years
               Ended December 31, 1998, 1997 and 1996.................................27
              Consolidated Statement of Cash Flows--Years
               Ended December 31, 1998, 1997 and 1996.................................28
              Consolidated Statement of Shareholders' (Deficiency)
               Equity--Years Ended December 31, 1998, 1997 and 1996...................29
              Notes to Consolidated Financial Statements..............................30
</TABLE>

     (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.

         (i)  The Company  filed the following  Current  Reports on Form 8-K:(i)
              under Items 1, 4 and 7 on November 4, 1998  relating to the change
              in control of the Registrant,  (ii) under Items 5 and 7 on October
              28,  1998 and (iii)  under  Items 5 and 7 on October  6, 1998.  No
              financial statements were filed with the above-referred reports.

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

         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").
         2.2z       Agreement and Plan of Amalgamation dated 4 February 1998
                    among NTL Incorporated, NTL (Bermuda) Limited and the
                    Company, as amended.
         3(i)+      Memorandum of Association of the Company.
         3(ii)+     Bye-laws of the Company.
         4.l+       Form of Certificate for Class A Common Shares, par value (UK
                    Pound)0.01 per share.
         4.2*       Indenture dated as of 15 November 1995, between the Company
                    and Bank of Montreal Trust Company, as Trustee, in respect
                    of the Company's 11.20% Senior Discount Debentures Due 2007
                    (the "2007 Debentures").
         4.2ax      Form of certificate of the 2007 Debentures (included in
                    Exhibit 4.2).

                                     - 38 -
<PAGE>

         10.1+      Subscription and Contribution Agreement, dated 26 October
                    1992, among Comcast, UKCPL, the Company, Holdings, Comcast
                    Cablevision of Birmingham, Inc. ("Comcast Birmingham") and
                    Comcast Cablevision of London, Inc.
         10.2+      Shareholders Agreement, dated 11 December 1992 (the
                    "Shareholders Agreement"), among Holdings, UKCPL, the
                    Company and Comcast.
         10.3+      Delegation Agreement, dated 11 December 1992 (the
                    "Delegation Agreement"), among LTK Consulting, Comcast and
                    Comcast UK Consulting, Inc. ("Comcast Consulting").
         10.4+      NewCo Services Agreement, dated 11 December 1992 (the "NewCo
                    Services Agreement"), between the Company and Comcast UK
                    Cable Partners Consulting, Inc. ("UK Consulting").
         10.5++     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.
         10.6+      Memorandum of Association and Articles of Association of
                    Birmingham Cable Corporation Limited ("Birmingham Cable").
         10.7+      Co-ownership Agreement, dated 12 March 1990, between US West
                    International Holdings, Inc. ("US West") and Comcast
                    Birmingham.
         10.7a+     Letter,  dated  29  April  1992,  from US  West  to  Comcast
                    Birmingham relating to the Co-ownership Agreement.
         10.7b+     Letter, dated 6 May 1992, from US West to Comcast Birmingham
                    relating to the Co-ownership Agreement.
         10.8+      Subscription Agreement, dated 4 May 1989, between Birmingham
                    Cable and US West.
         10.8a+     Subscription Agreement, dated 31 May 1989, among Birmingham
                    Cable, US West, Compagnie Generale des Eaux ("CGE"), The
                    Cable Corporation Limited ("TCC") and the Standard Life
                    Insurance Company ("Standard Life").
         10.8b+     Supplemental Subscription Agreement, dated 16 March 1990,
                    among Birmingham Cable, US West, CGE, TCC, Standard Life,
                    Comcast Birmingham and General Cable PLC ("General Cable").
         10.8c+     Second Supplemental Subscription Agreement, dated 16 March
                    1990, among Birmingham Cable, US West, CGE, TCC, Standard
                    Life, Comcast Birmingham and General Cable.
         10.8d+     Third Supplemental Subscription Agreement, dated 12 May
                    1992, among Birmingham Cable, US West, CGE, TCC, Standard
                    Life, Comcast Birmingham, General Cable and US West Cable
                    Programming Corporation.
         10.8e*     Agreement relating to Birmingham Cable, dated 30 March 1994,
                    among General Cable, CGE, Telewest Communications plc
                    ("Telewest"), US West, United Artists Cable Television
                    International Holdings, Inc., the Company, Comcast, TCC,
                    Birmingham Cable, Birmingham Cable Limited and Standard
                    Life.
         10.9+      Management Agreement, dated 25 April 1990 (the "Management
                    Agreement"), among Birmingham Cable, Birmingham Cable
                    Limited, US West and Comcast Birmingham.
         10.9a+     Assignment Agreement, dated 27 August 1990, relating to the
                    Management Agreement.
         10.9b+     Assignment and Amendment Agreement, dated 5 August 1992,
                    relating to the Management Agreement.
         10.10+     Consultant Agreement, dated 17 July 1992, among Birmingham
                    Cable, Birmingham Cable Limited and Telewest Communications
                    Group Limited.
         10.12+     Memorandum of Association and Articles of Association of
                    Cable London PLC ("Cable London").
         10.13+     Consultant Agreement, dated 16 August 1989, between Cable
                    London and US West Cable Communications Limited.
         10.14+     Consultant Agreement, dated 17 August 1989 (the "London
                    Consultant Agreement"), between Cable London and Comcast.
         10.14a+    Assignment Agreement, dated 14 September 1990, relating to
                    the London Consultant Agreement.
         10.15+     Subscription Agreement, dated 10 July 1989, among Cable
                    London, US West, Comcast, Jerrold Samuel Nathan, Malcolm
                    John Gee, Sally Margaret Davis and Steven Michael Kirk.
         10.16x     Share Exchange Agreement, dated 4 December 1995, among
                    Singapore Telecom International Pte. Limited, Cambridge
                    Cable, the Company and Holdings.
         10.17+     Share Exchange Agreement, dated 5 May 1994, between Avalon
                    Telecommunications L.L.C. and the Company.
         10.18y     Agreement dated August 14, 1998 among Telewest
                    Communications plc, Telewest Communications Holding Limited,
                    the Company and NTL Incorporated.
         27.1       Financial Data Schedule.

                                     - 39 -
<PAGE>
         99.1y      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 Company's Registration Statement on Form
     S-1 (file number 33-96932) declared effective November 9, 1995.
+    Incorporated by reference to the Company's Registration Statement on Form
     S-1 (file number 33-76160) declared effective September 20, 1994.
++   Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the quarter ended June 30, 1995 (file number 0-24792).
ss.  Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the quarter ended March 31, 1995 (file number 0-24792).
x    Incorporated by reference to the Company's Current Report on Form 8-K dated
     January 22, 1996.
y    Incorporated by reference to NTL Incorporated's Current Report on Form 8-K
     dated August 18, 1998. (file number 000-22616).
z    Incorporated by reference to NTL's Registration Statement on Form S-4 (file
     number 333-64727)


                                     - 40 -
<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 on March 30, 1999.


                                NTL (BERMUDA) LIMITED

                                By: /s/ J. Barclay Knapp
                                   J. Barclay Knapp
                                   President, Chief Executive Officer and
                                   Chief Financial Officer (Principal Executive
                                   and Principal Financial Officer)

Pursuant to the requirement of the Securities  Exchange Act of 1934, this Report
has been signed  below by the  following  persons in the  capacities  and on the
dates indicated.

<TABLE>
<CAPTION>
Signature                                   Title                                   Date
<S>                                         <C>                                   <C>
/s/ J. Barclay Knapp                                                                March 30, 1999
J. Barclay Knapp                            President, Chief Executive Officer
                                            and Chief Financial Officer
                                            (Principal Executive and
                                            Principal Financial Officer)

/s/ George S. Blumenthal                                                            March 30, 1999
George S. Blumenthal                        Chairman of the Board and
                                            Treasurer

/s/ Gregg Gorelick                                                                  March 30, 1999
Gregg Gorelick                              Vice President - Controller
                                            (Principal Accounting Officer)

/s/ Sidney R. Knafel                                                                March 30, 1999
Sidney R. Knafel                            Director

/s/ Ted H. McCourtney                                                               March 30, 1999
Ted H. McCourtney                           Director

/s/ Del Mintz                                                                       March 30, 1999
Del Mintz                                   Director

/s/ Alan J. Patricof                                                                March 30, 1999
Alan J. Patricof                            Director

/s/ Warren Potash                                                                   March 30, 1999
Warren Potash                               Director

/s/ Michael S. Willner                                                              March 30, 1999
Michael S. Willner                          Director
</TABLE>

                                     - 41 -