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

                                    FORM 10-Q
(Mark One)
(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended:
                                  JUNE 30, 1999
                                       OR
( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 for the Transition Period from ________ to ________.

                         Commission File Number 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
incorporation or organization)                          Identification No.)

                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, and        (Name, address, including zip code,
   telephone number, including area code,      and telephone number, including
of Registrant's principal executive offices)    area code, of agent for service)

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

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

         Yes  _X_                                          No ___

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

As of June 30, 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.

<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

                                TABLE OF CONTENTS

                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements

                    Condensed Consolidated Balance Sheets as of
                    June 30, 1999 (Unaudited) and December 31, 1998..........2

                    Condensed Consolidated Statements of Operations and
                    Accumulated Deficit for the Six and Three Months Ended
                    June 30, 1999 and 1998 (Unaudited).......................3

                    Condensed Consolidated Statements of Cash Flows
                    for the Six Months Ended June 30, 1999 and 1998
                    (Unaudited)..............................................4

                    Notes to Condensed Consolidated
                    Financial Statements (Unaudited).....................5 - 8

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

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

PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings.......................................14

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

          SIGNATURE.........................................................15

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

This Quarterly  Report on Form 10-Q 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.

                                        1

<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                       June 30,          December 31,
                                                                                         1999               1998
                                                                                  ----------------     ---------------
                                                                                  (in (UK Pound)000's, except share data)
ASSETS
<S>                                                                              <C>                <C>
CURRENT ASSETS
    Cash and cash equivalents................................................     (UK Pound)38,902  (UK Pound)103,451
    Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)3,630 (1999) and (UK Pound)2,840 (1998).....................                5,470              5,603
    Other current assets.....................................................                5,624              5,404
                                                                                  ----------------  -----------------
    Total current assets.....................................................               49,996            114,458
                                                                                  ----------------  -----------------

INVESTMENT IN CABLE LONDON PLC...............................................               25,267             28,080
                                                                                  ----------------  -----------------

PROPERTY AND EQUIPMENT.......................................................              408,221            379,446
    Accumulated depreciation ................................................              (72,162)           (57,624)
                                                                                  ----------------  -----------------
    Property and equipment, net..............................................              336,059            321,822
                                                                                  ----------------  -----------------

DEFERRED CHARGES.............................................................               58,324             58,269
    Accumulated amortization.................................................              (18,330)           (15,493)
                                                                                  ----------------  -----------------
    Deferred charges, net....................................................               39,994             42,776
                                                                                  ----------------  -----------------

OTHER ASSETS.................................................................               55,098              5,188
                                                                                  ----------------  -----------------

                                                                                 (UK Pound)506,414  (UK Pound)512,324
                                                                                  ================  -================
LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses....................................     (UK Pound)28,538   (UK Pound)25,162
    Current portion of long-term debt........................................                1,358              1,966
    Note payable to Comcast U.K. Holdings, Inc...............................               12,859             12,310
                                                                                  ----------------  -----------------
       Total current liabilities.............................................               42,755             39,438
                                                                                  ----------------  -----------------

LONG-TERM DEBT, less current portion.........................................              286,650            259,104
                                                                                  ----------------  -----------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S EQUITY
    Common stock, (UK Pound).01 par value - authorized and issued 800,000 shares                 8                  8
    Additional capital.......................................................              359,049            359,049
    Accumulated deficit......................................................             (182,048)          (145,275)
                                                                                  ----------------  -----------------
       Total shareholder's equity............................................              177,009            213,782
                                                                                  ----------------  -----------------
                                                                                 (UK Pound)506,414  (UK Pound)512,324
                                                                                  ================  -================
</TABLE>

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

See notes to condensed consolidated financial statements.

                                        2
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                      Six Months Ended                       Three Months Ended
                                                           June 30,                                June 30,
                                                   1999               1998                 1999                 1998
                                            ------------------  ------------------   -----------------  ------------------
                                                                       (in (UK Pound)000's)
<S>                                          <C>                 <C>                 <C>                 <C>
REVENUES
   Service income...........................  (UK Pound)47,480    (UK Pound)36,027    (UK Pound)24,291    (UK Pound)18,725
   Consulting fee income....................                                   561                                     287
                                            ------------------  ------------------   -----------------  ------------------
                                                        47,480              36,588              24,291              19,012
                                            ------------------  ------------------   -----------------  ------------------

COSTS AND EXPENSES
   Operating................................            15,966              11,762               8,193               6,101
   Selling, general and administrative......            20,066              17,196               9,897               8,707
   Management fees..........................                                 1,470                                     715
   Depreciation and amortization............            17,527              14,684               8,777               7,430
                                            ------------------  ------------------   -----------------  ------------------
                                                        53,559              45,112              26,867              22,953
                                            ------------------  ------------------   -----------------  ------------------

OPERATING LOSS..............................            (6,079)             (8,524)             (2,576)             (3,941)

OTHER (INCOME) EXPENSE
   Interest expense.........................            15,536              17,407               7,890               8,937
   Investment income........................            (2,680)             (4,489)               (976)             (2,260)
   Equity in net losses of affiliates.......             3,972              11,185               1,912               4,770
   Amalgamation costs.......................               145
   Exchange losses (gains) and other........            13,721                (850)              5,996                 898
                                            ------------------  ------------------   -----------------  ------------------
                                                        30,694              23,253              14,822              12,345
                                            ------------------  ------------------   -----------------  ------------------

NET LOSS....................................           (36,773)            (31,777)            (17,398)            (16,286)

ACCUMULATED DEFICIT
   Beginning of period .....................          (145,275)           (187,373)           (164,650)           (202,864)
                                            ------------------  ------------------   -----------------  ------------------
   End of period............................((UK Pound)182,048) ((UK Pound)219,150) ((UK Pound)182,048) ((UK Pound)219,150)
                                            ==================  ==================   =================  ==================
</TABLE>


See notes to condensed consolidated financial statements.

                                        3
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                   Six Months Ended June 30,
                                                                                    1999               1998
                                                                             ------------------  -----------------
                                                                                     (in (UK Pound)000's)
<S>                                                                           <C>                <C>
OPERATING ACTIVITIES
   Net loss..............................................................     ((UK Pound)36,773) ((UK Pound)31,777)
   Adjustments to reconcile net loss to net cash
    provided by operating activities:
     Depreciation and amortization.......................................                17,527             14,684
     Amortization on foreign exchange contracts..........................                 1,374              1,374
     Non-cash interest expense...........................................                15,179             13,301
     Non-cash investment income..........................................                (1,053)            (1,427)
     Exchange losses (gains).............................................                13,379             (2,590)
     Equity in net losses of affiliates..................................                 3,972             11,185
     Changes in operating assets and liabilities:
       Accounts receivable and other current assets......................                   (87)              (929)
       Accounts payable and accrued expenses.............................                 3,364              1,928
                                                                             ------------------  -----------------

         Net cash provided by operating activities.......................                16,882              5,749
                                                                             ------------------  -----------------

FINANCING ACTIVITIES
   Repayments of debt....................................................                (1,209)            (1,124)
   Proceeds from borrowing...............................................                                   86,000
   Deferred financing costs..............................................                                   (1,634)
   Net transactions with affiliates......................................                   (94)              (365)
                                                                             ------------------  -----------------

         Net cash (used in) provided by financing activities.............                (1,303)            82,877
                                                                             ------------------  -----------------

INVESTING ACTIVITIES
   Capital contributions and loans to affiliates.........................                                   (1,768)
   Fixed asset deposit with affiliate....................................               (51,915)
   Capital expenditures..................................................               (28,158)           (31,701)
   Additions to deferred charges.........................................                   (55)              (214)
                                                                             ------------------  -----------------

         Net cash (used in) investing activities.........................               (80,128)           (33,683)
                                                                             ------------------  -----------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.........................               (64,549)            54,943

CASH AND CASH EQUIVALENTS, beginning of period...........................               103,451             37,372
                                                                             ------------------  -----------------

CASH AND CASH EQUIVALENTS, end of period.................................      (UK Pound)38,902   (UK Pound)92,315
                                                                             ==================  =================
</TABLE>


See notes to condensed consolidated financial statements.

                                        4
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The condensed  consolidated  balance sheet as of December 31, 1998 has been
     condensed from the audited  consolidated balance sheet as of that date. The
     condensed  consolidated balance sheet as of June 30, 1999 and the condensed
     consolidated  statements of operations and accumulated  deficit for the six
     and  three  months  ended  June  30,  1999  and  1998  and  the   condensed
     consolidated statement of cash flows for the six months ended June 30, 1999
     and 1998 have been prepared by NTL (Bermuda)  Limited  (formerly Comcast UK
     Cable  Partners  Limited) (the  "Company") and have not been audited by the
     Company's  independent   auditors.  In  the  opinion  of  management,   all
     adjustments (which include only normal recurring  adjustments) necessary to
     present fairly the financial position, results of operations and cash flows
     as of June 30, 1999 and for all periods presented have been made.

     Certain information and note disclosures normally included in the Company's
     annual financial  statements prepared in accordance with generally accepted
     accounting  principles  have been  condensed  or omitted.  These  condensed
     consolidated  financial  statements  should be read in conjunction with the
     financial  statements and notes thereto included in the Company's  December
     31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
     Commission.  The results of  operations  for the period ended June 30, 1999
     are not necessarily indicative of operating results for the full year.

     Recent Accounting Pronouncement
     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
     Instruments  and Hedging  Activities."  This statement,  which  establishes
     accounting and reporting  standards for derivatives and hedging activities,
     is required to be adopted in fiscal  years  beginning  after June 15, 2000.
     Management does not anticipate that the adoption of this standard will have
     a significant effect on earnings or the financial position of the Company.

2.   AMALGAMATION WITH NTL

     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.

     Pursuant  to then  existing  arrangements  between  Partners  and  Telewest
     Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
     PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
     Cable"), Telewest had certain rights to acquire either or both of Partner's
     interests in these systems as a result of the  Amalgamation.  On August 14,
     1998, Partners and NTL entered into an agreement (the "Telewest Agreement")
     with  Telewest  relating to Partner's  ownership  interests  in  Birmingham
     Cable,  Partner's and Telewest's  respective  ownership  interests in Cable
     London  and  certain  other  related  matters.  Pursuant  to  the  Telewest
     Agreement,  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 to
     rationalize  their joint  ownership of Cable  London  pursuant to an agreed
     procedure (the "Shoot-out").  Pursuant to this agreement, in July 1999, the
     Company  notified  Telewest of the price at which it is willing to sell its
     50%  ownership  interest  in Cable  London  to  Telewest.  Telewest  is now
     required to notify the Company in August 1999 whether it will  purchase the
     Company's 50% ownership  interest in Cable London or sell its 50% ownership
     interest in Cable  London to the Company.  NTL has  received an  indication
     from a prominent  investment  banking  firm of its  willingness  to provide
     financing  in the event that the  Company is the buyer of the Cable  London
     interest.

3.   INVESTMENTS IN AFFILIATES

     Included in  investments in affiliates as of June 30, 1999 and December 31,
     1998 are  loans to Cable  London  of (UK  Pound)28.5  million  and  accrued
     interest of (UK Pound)9.7 million and (UK Pound)8.6 million,  respectively.
     The loans accrue interest at a rate

                                        5

<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     of 2% above the  published  base lending  rate of Barclays  Bank plc (7.00%
     effective  rate as of June 30, 1999) and are  subordinate to Cable London's
     credit facility. Of these loans, (UK Pound)21.0 million as of June 30, 1999
     and December 31, 1998 are convertible  into ordinary shares of Cable London
     at a per share conversion price of (UK Pound)2.00.

     Although the Company is not contractually  committed to make any additional
     capital  contributions or advances to Cable London, it currently intends to
     fund its share of the amounts  necessary  for capital  expenditures  and to
     finance  operating  deficits.  Failure to do so could dilute the  Company's
     ownership interests in Cable London.

                                        6
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Summarized  financial  information  for affiliates  accounted for under the
     equity method is as follows:

<TABLE>
<CAPTION>
                                                                  Birmingham           Cable
                                                                   Cable (1)          London             Combined
                                                                -------------     -------------       -------------
                                                                (UK Pound)000     (UK Pound)000       (UK Pound)000
<S>                                                        <C>                  <C>                <C>
     SIX MONTHS ENDED JUNE 30, 1999
     Results of operations
         Service income................................                          (UK Pound)38,574
         Operating, selling, general and
           administrative expenses.....................                                   (27,265)
         Depreciation and amortization.................                                   (11,921)
         Operating loss................................                                      (612)
         Net loss......................................                                    (7,751)
         Company's equity in net loss..................                                    (3,972)

     THREE MONTHS ENDED JUNE 30, 1999
     Results of operations
         Service income................................                                    19,582
         Operating, selling, general and
           administrative expenses.....................                                   (13,686)
         Depreciation and amortization.................                                    (6,017)
         Operating loss................................                                      (121)
         Net loss......................................                                    (3,728)
         Company's equity in net loss..................                                    (1,912)

     AT JUNE 30, 1999
     Financial position
         Current assets................................                                    10,490
         Noncurrent assets.............................                                   193,526
         Current liabilities...........................                                    21,758
         Noncurrent liabilities........................                                   213,582

     SIX MONTHS ENDED JUNE 30, 1998
     Results of operations
         Service income................................     (UK Pound)37,975     (UK Pound)32,178    (UK Pound)70,153
         Operating, selling, general and
           administrative expenses.....................              (29,276)             (25,207)            (54,483)
         Depreciation and amortization.................              (13,742)             (10,976)            (24,718)
         Operating loss................................               (5,043)              (4,005)             (9,048)
         Net loss......................................              (19,078)             (11,530)            (30,608)
         Company's equity in net loss..................               (5,324)              (5,861)            (11,185)

     THREE MONTHS ENDED JUNE 30, 1998
     Results of operations
         Service income................................               19,196               16,243              35,439
         Operating, selling, general and
           administrative expenses.....................              (14,694)             (12,544)            (27,238)
         Depreciation and amortization.................               (7,256)              (5,520)            (12,776)
         Operating loss................................               (2,754)              (1,821)             (4,575)
         Net loss......................................               (6,733)              (5,660)            (12,393)
         Company's equity in net loss..................               (1,892)              (2,878)             (4,770)
<FN>
(1)  The Company sold its 27.5% interest in Birmingham Cable in October 1998.
</FN>
</TABLE>
                                        7
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

4.   JOINT PURCHASING ALLIANCE AGREEMENT

     Other assets includes a deposit of (UK Pound)51.3 million which will be
     utilized under a Joint Purchasing Alliance Agreement entered into between
     subsidiaries of the Company and Diamond Cable Communications plc
     ("Diamond"), a subsidiary of NTL, for combined fixed asset purchases.

5.   CONTINGENCIES

     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.

6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company made cash payments for interest of (UK Pound)357,000 and (UK
     Pound)3.8 million during the six months ended June 30, 1999 and 1998,
     respectively.

     The Company's wholly owned subsidiaries incurred capital lease obligations
     of (UK Pound)138,000 and (UK Pound)1.7 million during the six months ended
     June 30, 1999 and 1998, respectively.

                                        9

<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999


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

Overview

NTL (Bermuda)  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 June 30,  1999,  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 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 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 in 1998 until the interests
were sold to Telewest Communications plc ("Telewest") in October 1998.

When build-out of the Operating  Companies'  systems is complete,  these systems
will  have the  potential  to serve  approximately  1.2  million  homes  and the
businesses  within their  franchise  areas.  As of June 30, 1999,  the Operating
Companies'  systems passed more than 937,000 homes or  approximately  79% of the
homes in their franchise  areas and served more than 226,000 cable  subscribers,
319,000  residential   telephony   subscribers  and  13,000  business  telephony
subscribers.

Liquidity and Capital Resources

The Company

Historically,  the  Company  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.

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  rationalize  their joint  ownership  of Cable  London  pursuant to an agreed
procedure  (the "Cable London  Shoot-out").  Pursuant to this  agreement in July
1999, the Company notified  Telewest of the price at which it is willing to sell
its 50%  ownership  in Cable  London to  Telewest.  Telewest is now  required to
notify the Company in August 1999  whether it will  purchase the  Company's  50%
ownership  interest in Cable London or sell its 50% ownership  interest in Cable
London  to the  Company.  NTL  has  received  an  indication  from  a  prominent
investment  banking firm of its  willingness  to provide  financing in the event
that the Company is the buyer of the Cable London interest.

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.   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

                                        9
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999


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)61.0  million from July 1, 1999 through December 31, 1999, to continue
the  build-out  of  their  systems.  Management  believes  that the  entire  (UK
Pound)61.0 million required will be funded through the Joint Purchasing Alliance
Agreement deposit of (UK Pound)51.3  million,  cash from operations or from cash
on hand, and, for Cable London,  through cash from  operations,  cash on hand or
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  Telewest,  its strategic and
financial  partner in Cable  London,  will  provide  its  pro-rata  share of any
required  fundings,  although Telewest is not contractually  obligated to do so.
Thus,  no assurance of such funding can be given.  If Telewest  fails 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  Telewest
generally have veto rights over Cable London's debt financing decisions.

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.  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  Cambridge  Cable CMS is
currently being modified with completion  scheduled for September 1999. 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 been 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 throughout 1999.

                                       10
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999


Risks

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

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 are  included in NTL  Incorporated's  contingency
planning,  which is in process.  These plans are expected to be finalized in the
third quarter of 1999.

Condensed Consolidated Statements of Cash Flows

Net cash provided by operating activities amounted to (UK Pound)16.9 million and
(UK  Pound)5.7  million  for the six  months  ended  June  30,  1999  and  1998,
respectively.  During the six months ended June 30, 1999,  net cash  provided by
operating activities includes exchange losses of (UK Pound)13.4 million compared
to gains of ((UK  Pound)2.6)  million in the prior period and changes in working
capital as a result of the timing of receipts and disbursements.

Net cash (used in) provided by financing  activities amounted to ((UK Pound)1.3)
million and (UK  Pound)82.9  million for the six months  ended June 30, 1999 and
1998, respectively. During the six months ended June 30, 1998, net cash provided
by financing  activities  includes (UK Pound)86.0  million of borrowing  under a
credit  facility  from a  consortium  of banks that was repaid in October  1998,
offset by financing costs of (UK Pound)1.6 million.

Net  cash  used in  investing  activities  was (UK  Pound)80.1  million  and (UK
Pound)33.7   million  for  the  six  months   ended  June  30,  1999  and  1998,
respectively.  During  the six  months  ended  June 30,  1999,  net cash used in
investing activities includes the Joint Purchasing Alliance Agreement deposit of
(UK Pound)51.9  million for combined purchases of fixed assets by NTL affiliates
and capital expenditures of (UK Pound)28.2 million.  During the six months ended
June  30,  1998,  net  cash  used  in  investing   activities  includes  capital
expenditures of (UK Pound)31.7  million and capital  contributions  and loans to
affiliates of (UK Pound)1.8 million.

                                       11

<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999


Results of Operations

The Company

Summarized consolidated financial information for the Company for the six and
three months ended June 30, 1999 and 1998 is as follows (in thousands, "NM"
denotes percentage is not meaningful):

<TABLE>
<CAPTION>
                                                           Six Months Ended
                                                               June 30,                   Increase/(Decrease)
                                                      1999                 1998             (UK Pound)       %
                                               ------------------- -------------------- ------------------ -----
<S>                                            <C>                  <C>                    <C>               <C>
Revenues                                          (UK Pound)47,480     (UK Pound)36,588   (UK Pound)10,892    29.8%

Operating, selling, general and administrative              36,032               28,958              7,074    24.4
  expenses
Management fees                                                                   1,470             (1,470)     NM
                                               ------------------- --------------------
Operating income (loss) before depreciation
  and amortization (1)                                      11,448                6,160              5,288    85.8
Depreciation and amortization                               17,527               14,684              2,843    19.4
                                               ------------------- --------------------
Operating loss                                              (6,079)              (8,524)            (2,445)  (28.7)
                                               ------------------- --------------------
Interest expense                                            15,536               17,407             (1,871)  (10.7)
Investment income                                           (2,680)              (4,489)            (1,809)  (40.3)
Equity in net losses of affiliates                           3,972               11,185             (7,213)  (64.5)
Amalgamation costs                                             145                                     145      NM
Exchange losses (gains) and other                           13,721                 (850)            14,571      NM
                                               ------------------- --------------------
Net loss                                         ((UK Pound)36,773)   ((UK Pound)31,777)   (UK Pound)4,996    15.7%
                                               =================== ====================
</TABLE>


<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               June 30,                     Increase/(Decrease)
                                                      1999                 1998              (UK Pound)       %
                                               ------------------- --------------------- ------------------ ------
<S>                                             <C>                   <C>                 <C>                <C>
Revenues                                          (UK Pound)24,291      (UK Pound)19,012   (UK Pound)5,279    27.8%
Operating, selling, general and administrative              18,090                14,808             3,282    22.2
  expenses
Management fees                                                                      715              (715)     NM
                                               ------------------- ---------------------
Operating income (loss) before depreciation
  and amortization (1)                                       6,201                 3,489             2,712    77.7
Depreciation and amortization                                8,777                 7,430             1,347    18.1
                                               ------------------- ---------------------
Operating loss                                              (2,576)               (3,941)           (1,365)  (34.6)
                                               ------------------- ---------------------
Interest expense                                             7,890                 8,937            (1,047)  (11.7)
Investment income                                             (976)               (2,260)           (1,284)  (56.8)
Equity in net losses of affiliates                           1,912                 4,770            (2,858)  (60.0)
Amalgamation costs
Exchange losses (gains) and other                            5,996                   898            (5,098)     NM
                                               ------------------- ---------------------
Net loss                                         ((UK Pound)17,398)    ((UK Pound)16,286)  (UK Pound)1,112     6.8%
                                               =================== =====================
</TABLE>

Substantially  all of the increases in revenues,  operating  expenses,  selling,
general and  administrative  expenses and depreciation and amortization  expense
for the six and three months ended June 30, 1999, as compared to the same period
in 1998,  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 Company's former parent and one of its former affiliates provided management
services to the Company. The management agreement was terminated upon the
Amalgamation with NTL Incorporated.

                                       12
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999


Interest  expense for the six and three  months ended June 30, 1999 and 1998 was
(UK Pound)15.5 million,  (UK Pound)17.4  million,  (UK Pound)7.9 million and (UK
Pound)8.9 million, respectively, representing decreases of (UK Pound)1.9 million
and (UK Pound)1.0 million from 1998 as compared to the same periods in 1999. The
decreases  are  primarily  attributable  to the  repayment  of the  bank  credit
facility in October 1998.

Investment  income for the six and three months ended June 30, 1999 and 1998 was
(UK  Pound)2.7  million,  (UK  Pound)4.5  million,  (UK  Pound)976,000  and  (UK
Pound)2.3 million, respectively, representing decreases of (UK Pound)1.8 million
and (UK Pound)1.3 million from 1998 as compared to the same periods in 1999. The
decreases are primarily due to decreases in the average cash balances  available
for investment in 1999 as compared to the same period in 1998.

Equity in net losses of  affiliates  for the six and three months ended June 30,
1999 and 1998 was (UK Pound)4.0 million,  (UK Pound)11.2 million,  (UK Pound)1.9
million and (UK Pound)4.8 million,  respectively,  representing decreases of (UK
Pound)7.2  million and (UK  Pound)2.9  million from 1998 as compared to the same
periods in 1999.  The  decreases  are  attributable  to reduced  losses of Cable
London in 1999 and the sale of Birmingham Cable in October 1998.

The  Company  incurred  costs  of  (UK  Pound)145,000  in  1999  related  to the
Amalgamation with NTL Incorporated.

Exchange  losses  (gains) and other for the six and three  months ended June 30,
1999 and 1998 were (UK Pound)13.7 million,  ((UK  Pound)850,000),  (UK Pound)6.0
million  and (UK  Pound)898,000,  respectively,  representing  a changes  of (UK
Pound)14.6  million and (UK Pound)5.1  million from 1998 as compared to the same
periods  in  1999.  These  changes   primarily   resulted  from  the  impact  of
fluctuations  in the  valuation  of the UK Pound  Sterling on the 2007  Discount
Debentures, which are denominated in United States ("US") dollars. The Company's
results  of   operations   will   continue  to  be  affected  by  exchange  rate
fluctuations.


                                       13
<PAGE>
                                      NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                                     FORM 10-Q
                                            QUARTER ENDED JUNE 30, 1999


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have not been any material  changes in the reported market risks since the
end of the most recent fiscal year.

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Company and the Operating  Companies are not party to litigation  which,  in
the opinion of the Company's management,  will have a material adverse effect on
the Company's financial position, results of operations or liquidity.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

               27.0 Financial Data Schedule.

          (b)  Reports on Form 8-K:

               No  reports  on Form 8-K were  filed by the  Company  during  the
               quarter ended June 30, 1999.



                                       14
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

                                    SIGNATURE

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                           NTL (BERMUDA) LIMITED
                                           ------------------------------------






Date: August 12, 1999                      By: /s/ J. Barclay Knapp
                                           ------------------------------------
                                           J. Barclay Knapp
                                           President and Chief Executive Officer





Date: August 12, 1999                      By: /s/ Gregg Gorelick
                                           ------------------------------------
                                           Gregg Gorelick
                                           Vice President - Controller
                                           (Principal Accounting Officer)

                                       15