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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

Amendment No. 1

(Mark One)

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

MARCH 31, 2003


OR


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

Commission File Number 0-24792

NTL (TRIANGLE) LLC




(Exact name of registrant as specified in its charter)


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

110 East 59th Street
New York, NY 10022
(212) 906-8440




(Address, including zip code, and telephone number, including area code,
of Registrants principal executive offices)




---



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  (  )

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



---

As of March 31, 2003, there were 800,000 shares of the Registrants common
membership interests outstanding. The Registrant is an indirect, wholly owned
subsidiary of NTL Incorporated and there is no market for the Registrants
membership interests. The Registrant meets the conditions set forth in General
Instructions H(1)(a) and H(1)(b) of Form 10-Q/A and is filing this Form 10-Q/A
with the reduced disclosure format set forth in General Instruction
H(2) thereto.





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TABLE OF CONTENTS



|                                      |                                                                                               |  |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                      | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                      | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURE                            
|EX-99.1: CERTIFICATION OF CEO AND CFO



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##### Table of Contents



TABLE OF CONTENTS

|         |  |                       |  |                                                                                                                |  |       
|-------- |  | --------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | ------
|         |  |                       |  |                                                                                                                |  | Page  
|         |  |                       |  |                                                                                                                |  | Number
|         |  |                       |  |                                                                                                                |  |       
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                               
|         |  | Item 1.               |  | Financial Statements                                                                                           |  |       
|         |  |                       |  | Condensed Consolidated Balance Sheets as of
March 31, 2003 (Unaudited) and December 31, 2002                   |  | *     
|         |  |                       |  | Condensed Consolidated Statements of Operations
for the Three Months Ended March 31, 2003 and
2002 (Unaudited) |  | *     
|         |  |                       |  | Condensed Consolidated Statement of Shareholders Equity
for the Three Months Ended March 31, 2003 (Unaudited) |  | *     
|         |  |                       |  | Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2003 and 2002 (Unaudited) |  | *     
|         |  |                       |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                               |  | *     
|         |  | Item 2.               |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations                          |  | 3     
|         |  | Item 4.               |  | Controls and Procedures                                                                                        |  | *     
|         |  | Risk Factors          |  |                                                                                                                |  | *     
|PART II. |  | OTHER INFORMATION     |  |                                                                                                               
|         |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                               |  | 10    
|         |  | SIGNATURE             |  |                                                                                                                |  | 10    
|         |  | CERTIFICATIONS        |  |                                                                                                                |  | 11    

* Previously filed

Explanatory Note

We are filing this
Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2003, which was
filed on May 15, 2003 (the Form 10-Q) to amend and
restate Item 7  Managements Discussion and
Analysis of Financial Condition and Results of Operations to correct
certain inadvertent errors in the Selected Operating Data table.
In addition, as required by Rule 12b-15, promulgated under the
Securities Exchange Act of 1934, as amended, our principal executive
officer and principal financial officer are providing
Rule 13a-14 certifications in connection with this
Form 10-Q/A and are also furnishing, but not filing, written
statements pursuant to Title 18 United States Code
Section 1350, as added by Section 906 of the
Sarbanes-Oxley Act of 2002. Except as described above, no other
changes have been made to the Form 10-Q.

2



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

Overview

NTL (Triangle) LLC (NTL Triangle or the Company) is a holding company
which holds all of the shares of various companies principally engaged in the
development, construction, management and operation of broadband communications
networks for telephone, cable television and Internet services in the United
Kingdom (UK) and Ireland. The Company owns the companies that have franchises
for Darlington and Teesside (collectively, Teesside) and Cambridge in the UK,
and NTL Communications (Ireland) Limited (formerly Cablelink Limited)
(Cablelink), which owns the companies that provide services in Dublin, Galway
and Waterford, Ireland.

NTLs Completed Restructuring

We are an indirect, wholly-owned subsidiary of NTL Incorporated. On May 8,
2002, NTL Incorporated (then known as NTL Communications Corp.), NTL Europe,
Inc. (then known as NTL Incorporated and the former parent company of NTL
Communications Corp.) and certain of their subsidiaries filed a pre-arranged
joint reorganization plan under Chapter 11 of the US Bankruptcy Code. We were
not included in the Chapter 11 filing, nor were the operating subsidiaries of
NTL Incorporated and NTL Europe, Inc. The Plan became effective on January 10,
2003, at which time NTL Incorporated, our indirect parent company, emerged from
Chapter 11 reorganization.

Pursuant to the Plan, the entity formerly known as NTL Incorporated and
its subsidiaries and affiliates were split into two separate groups, and NTL
Incorporated and NTL Europe, Inc. each emerged as independent public companies.
The entity formerly known as NTL Communications Corp. was renamed NTL
Incorporated and became the holding company for the former NTL groups
principal UK and Ireland assets and our ultimate parent company. Prior to
consummation of the Plan, we were a wholly-owned subsidiary of the entity then
known as NTL Incorporated, which, pursuant to the Plan, was renamed NTL
Europe, Inc. and which became the holding company for the former NTL groups
continental European and certain other assets.

Background of Restructuring

Both the equity and debt capital markets experienced periods of
significant volatility in 2001 and 2002, particularly for securities issued by
telecommunications and technology companies. As a result, the ability of our
former ultimate parent company, then known as NTL Incorporated (now NTL Europe,
Inc.) and its subsidiaries to access those markets as well as its ability to
obtain financing from its bank lenders and equipment suppliers became severely
restricted. In addition, the former NTL Incorporated and its subsidiaries had
no further funds available, or were unable to draw upon funds under its credit
facilities. As a result of these factors, together with its substantial
leverage, on January 31, 2002, the former NTL Incorporated announced that it
had appointed professional advisors to advise on strategic and recapitalization
alternatives to strengthen its balance sheet, reduce debt and put an
appropriate capital structure in place for its business.

Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities, in March 2002, the former NTL Incorporated commenced
negotiations with a steering committee of the unofficial committee of its
bondholders and the committees legal and financial advisors.

The former NTL Incorporated and its subsidiaries failed to make interest
payments on some of the outstanding notes starting on April 1, 2002. It also
failed to declare or pay dividends on certain series of its outstanding
preferred stock, due to a lack of available surplus under Delaware law.

On April 16, 2002, the former NTL Incorporated announced that it and the
unofficial committee of its public bondholders had reached an agreement in
principle on a comprehensive recapitalization of the former NTL group. To
implement the proposed recapitalization plan, on May 8, 2002, the former
NTL Incorporated and certain of its

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subsidiaries, including our current ultimate
parent company, then known as NTL Communications Corp. (now NTL Incorporated)
(collectively, the Debtors) filed cases and a pre-arranged joint
reorganization plan under Chapter 11 of the US Bankruptcy Code. In connection
with the filing, some members of the unofficial creditors committee of
bondholders entered into a credit facility agreement, referred to in this
annual report as the DIP facility, committing to provide a wholly-owned
subsidiary of the current NTL Incorporated with up to $500 million in new debt
financing (NTL Delaware committed to provide up to an additional
$130 million under the DIP facility).

As a result of the payment defaults as well as the voluntary filing under
Chapter 11 by the Debtors on May 8, 2002, there was an event of default under
all of the former NTL Incorporated and its subsidiaries credit facilities and
the indentures governing all of their publicly traded debt, other than debt of
NTL Triangle.

The Plan was confirmed by the Bankruptcy Court on September 5, 2002.
During the fall of 2002, the former NTL Incorporated negotiated with a group of
lenders to enter into a new financing arrangement to repay the DIP facility, to
repay certain obligations and to provide liquidity to NTL. The Plan became
effective on January 10, 2003 (referred to as the Effective Date), at which
time the Debtors emerged from Chapter 11 reorganization. In connection with the
Debtors emergence from Chapter 11 reorganization, the current NTL Incorporated
and certain of its subsidiaries issued $558.249 million aggregate principal
face amount of 19% Senior Secured Notes due 2010 (the Exit Notes) on January
10, 2003. Initial purchasers of the Exit Notes also purchased 500,000 shares of
the current NTL Incorporateds common stock on that date. The gross proceeds
from the sale of the Exit Notes and such shares totaled $500 million. The
proceeds were used in part to repay all amounts outstanding under the DIP facility
(which was repaid on the Effective Date) and to purchase from NTL Delaware a
£90 million note of NTL (UK) Group Inc. and to repay certain other obligations.
Also on January 10, 2003, NTL Incorporated and its lending banks amended its
existing credit facilities.

Liquidity and Capital Resources

The Company has historically incurred operating losses and negative
operating cash flow. In addition, the Company required and expects to continue
to require significant amounts of capital to finance construction of its
networks, connection of customers to the networks, other capital expenditures
and for working capital needs including debt service requirements.

As of March 31, 2003, the Company had approximately £8.0 million in cash
and cash equivalents on hand. The Company expects to require additional cash in
the twelve months from April 1, 2003 to March 31, 2004. The Company estimates
that its capital expenditures and debt service requirements, net of cash from
operations, will be approximately £8 million to
£12 million from April 1, 2003
to March 31, 2004. Management of the Company believes that cash and cash
equivalents on hand at March 31, 2003, and cash from NTL Incorporated will be
sufficient for its and its subsidiaries cash requirements during the twelve
months from April 1, 2003 to March 31, 2004.

Over the
long term, the Company will continue to require cash to fund
operations, service or repay its remaining debt and implement its strategy. In order to
fund these requirements, the Company anticipates that it will use cash flow
from operations and may also need to issue additional debt or equity securities
or may need to secure additional bank financing. Given the restrictions on
incurring additional debt that are in the indentures governing our outstanding
notes, there can be no assurance that these sources of funds will be available
to us.

Description of Outstanding Notes

In November 1995, the Company issued $517.3 million principal amount at
maturity of 11.2% Senior Discount Debentures due 2007 (the 2007 Discount
Debentures). Interest accreted on the 2007 Discount Debentures at 11.2% per
annum compounded semiannually from November 15, 1995 to November 15, 2000,
after which date interest became payable in cash on each May 15 and November 15
through November 15, 2007. The 2007 Discount Debentures contain
restrictive covenants which limit the Companys ability to pay dividends.

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In October 2000, the Companys wholly-owned subsidiary NTL Communications
(Ireland) Limited (Cablelink) entered into a loan agreement with a subsidiary
of NTL under which £79.7 million and £75.2 million had been borrowed at March
31, 2003 and December 31, 2002, respectively. The outstanding borrowings are
due in October 2007. Interest is payable quarterly in arrears from March 31,
2001. The annual interest rate is set on January 1 of each year at the 12-month
EURIBOR rate plus 1%. The effective interest rate at March 31, 2003 and
December 31, 2002 was 3.73% and 4.32%, respectively. Accrued interest of
£1,601,000 and £819,000 was included in due to affiliates in the consolidated
balance sheet at March 31, 2003 and December 31, 2002, respectively.

Contractual Obligations and Commercial Commitments

The Company has no significant commercial commitments as of March 31,
2003.

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

|                                   |  |                        |       |       |  |           |     |       |  |       |     |         |  |   |       |  |  |   |      | 
|---------------------------------- |  | ---------------------- | ----- | ----- |  | --------- | --- | ----- |  | ----- | --- | ------- |  | - | ----- |  |  | - | ---- | 
|                                   |  | Payments Due by Period
|                                   |  |                       
|                                   |  |                        |       |       |  | Less than |     | 1-3   |  | 4-5   |     | After 5
|Contractual Obligations            |  | Total                  |       | 1Year |  | Years     |     | Years |  | Years
|                                   |  |                        |       |       |  |           |     |       |  |      
|                                   |  | (In millions)         
|Long-Term Debt                     |  | £                      | 327.6 |       |  | £         |    |       |  | £     |    |         |  | £ | 327.6 |  |  | £ |     | 
|Capital Lease Obligations          |  |                        | 2.5   |       |  |           | 0.7 |       |  |       | 1.1 |         |  |   | 0.7   |  |  |   |     | 
|Operating Leases                   |  |                        | 39.8  |       |  |           | 2.1 |       |  |       | 5.3 |         |  |   | 3.6   |  |  |   | 28.8 | 
|Unconditional Purchase Obligations |  |                        | 3.1   |       |  |           | 3.1 |       |  |       |    |         |  |   |      |  |  |   |     | 
|Other Long-Term Obligations        |  |                        | 80.6  |       |  |           |    |       |  |       |    |         |  |   | 80.6  |  |  |   |     | 
|                                   |  |                       
|Total Contractual Cash Obligations |  | £                      | 453.6 |       |  | £         | 5.9 |       |  | £     | 6.4 |         |  | £ | 412.5 |  |  | £ | 28.8 | 
|                                   |  |                       

Condensed Consolidated Statements of Cash Flows

Net cash (used in) provided by operating activities amounted to £(2.7)
million and £19.4 million for the three months ended March 31, 2003 and 2002,
respectively. The decrease in net cash provided by operating activities is
primarily owing to a £15.1 million decrease in due to affiliates and changes in
working capital as a result of the timing of receipts and disbursements.

Net cash used in investing activities amounted to £7.6 million and £10.9
million for the three months ended March 31, 2003 and 2002, respectively,
primarily for continuing fixed asset purchases and construction. The Company
will continue to minimize purchases of fixed assets in 2003 in an effort to
conserve cash.

Net cash (used in) provided by financing activities amounted to £(190,000)
and £2.3 million for the three months ended March 31, 2003 and 2002,
respectively. Net cash used in financing activities of £190,000 and £431,000
in the three months ended March 31, 2003 and 2002, respectively, was for
principal payments. During the three months ended March 31, 2002, net cash
provided by financing activities includes £2.7 million, in cash received by
Cablelink under a loan agreement with a subsidiary of NTL.

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Selected Operating Data

The following table sets forth certain operating data of the Company at March
31 2003, and December 31, 2002.

|                                     |  |               |         |             |  |          |         |                |  |   |         |   |  |   |         |  
|------------------------------------ |  | ------------- | ------- | ----------- |  | -------- | ------- | -------------- |  | - | ------- | - |  | - | ------- | -
|                                     |  | UK Franchises |         | Cablelink  
|                                     |  |               |         |            
|                                     |  | March 31      |         | December 31 |  | March 31 |         | December
31(1)
|                                     |  |               |         |             |  |          |         |               
|Homes passed (2)                     |  |               | 563,000 |             |  |          | 563,000 |                |  |   | 475,200 |   |  |   | 474,900 |  
|Homes marketed (3)                   |  |               | 520,261 |             |  |          | 503,800 |                |  |   | 475,200 |   |  |   | 474,900 |  
|Total
customers (4)                  |  |               | 275,789 |             |  |          | 275,618 |                |  |   | 366,500 |   |  |   | 368,512 |  
|Digital cable subscribers            |  |               | 80,470  |             |  |          | 79,258  |                |  |   | 44,800  |   |  |   | 38,051  |  
|Analog cable subscribers             |  |               | 41,974  |             |  |          | 45,415  |                |  |   | 302,800 |   |  |   | 311,476 |  
|MATV/MMDS
subscribers(5)             |  |               | 17,849  |             |  |          | 17,784  |                |  |   | 18,900  |   |  |   | 18,900  |  
|Broadband
Internet subscribers       |  |               | 78,614  |             |  |          | 61,331  |                |  |   | 1,900   |   |  |   | 1,737   |  
|Dial up internet subscribers         |  |               | 52,012  |             |  |          | 58,128  |                |  |   | 1,700   |   |  |   | 2,500   |  
|Telephone subscribers                |  |               | 246,071 |             |  |          | 247,221 |                |  |   | 5,600   |   |  |   | 6,436   |  
|Penetration
(Homes marketed) (6)     |  |               | 53.0    | %           |  |          | 54.7    | %              |  |   | 77.1    | % |  |   | 77.6    | %
|Average monthly revenue per
customer |  | £             | 34.89   |             |  | £        | 36.15   |                |  | £ | 13.38   |   |  | £ | 12.38   |  
|Churn                                |  |               | 12.6    | %           |  |          | 15.7    | %              |  |   | 8.1     | % |  |   | 7.7     | %



|1. |  | Cablelink is in the process of instituting a more rigorous credit policy
that is expected to lead to the involuntary disconnection of certain
customers. As a result of this, Cablelink anticipates that its residential
customer base will decline by approximately 25,000 net customers in 2003.
As a result, we expect a decline in revenue, programming costs and bad
debt expense, but taken together we believe these changes will not have a
significant overall impact on our results of operations or cash flows.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Homes passed is the number of homes that have had ducting buried outside.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|3. |  | Homes marketed is the number of homes for which the initial
marketing phase (including door to door direct marketing) has been
completed.                                                                                                                                                                                                                                                                                                                                                                                 
|  
|4. |  | Total customers for
December 31, 2002 have been restated to include MATV customers.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|5. |  | Master Antenna Television (MATV)
subscribers and Multiport Microwave Distribution System (MMDS)
subscribers.                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|6. |  | Penetration is calculated by dividing the number of customers by the
number of homes marketed.                                                                                                                                                                                                                                                                                                                                                                                                                            

Results of Operations

Consolidated financial information for the Company for the three months
ended March 31, 2003 and 2002 is as follows (in £000s, NM denotes percentage
is not meaningful):

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|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  
|-------------------------------------------- |  | ------------------ | ------- | ------------------- |  | - | ------- | - |  |  | ------ | - |  |  | ------ | -
|                                             |  | Three Months Ended |         |                     |  |   |         |   |  | 
|                                             |  | March 31,          |         | Increase/(Decrease)
|                                             |  | 2003               |         | 2002                |  | £ |         | %
|                                             |  |                    |         |                     |  |   |         |  
|Revenues                                     |  | £                  | 52,783  |                     |  | £ | 47,120  |   |  |  | 5,663  |   |  |  | 12.0   |  
|Operating
expenses                           |  |                    | (22,441 | )                   |  |   | (22,733 | ) |  |  | (292   | ) |  |  | (1.3   | )
|Selling, general and administrative expenses |  |                    | (16,980 | )                   |  |   | (16,205 | ) |  |  | 775    |   |  |  | 4.8    |  
|Other charges                                |  |                    | (185    | )                   |  |   | (1,113  | ) |  |  | (928   | ) |  |  | (83.4  | )
|Depreciation and amortization                |  |                    | (15,369 | )                   |  |   | (15,255 | ) |  |  | 114    |   |  |  | 0.7    |  
|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  
|Operating loss                               |  |                    | (2,192  | )                   |  |   | (8,186  | ) |  |  | (5,994 | ) |  |  | (73.2  | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  
|Interest expense                             |  |                    | (10,124 | )                   |  |   | (10,210 | ) |  |  | (86    | ) |  |  | (0.8   | )
|Interest expense to affiliate                |  |                    | (712    | )                   |  |   | (750    | ) |  |  | (38    | ) |  |  | (5.1   | )
|Investment income                            |  |                    | 183     |                     |  |   | 384     |   |  |  | (201   | ) |  |  | (52.3  | )
|Exchange losses                              |  |                    | (6,417  | )                   |  |   | (7,418  | ) |  |  | (1,001 | ) |  |  | (13.5  | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  
|Loss before income taxes                     |  |                    | (19,262 | )                   |  |   | (26,180 | ) |  |  | (6,918 | ) |  |  | (26.4  | )
|Income
tax (expense) benefit                 |  |                    | (28     | )                   |  |   | 207     |   |  |  | (235   | ) |  |  | (113.5 | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  
|Net loss                                     |  | £                  | (19,290 | )                   |  | £ | (25,973 | ) |  |  | (6,683 | ) |  |  | (25.7  | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  

Revenue for the three months ended March 31, 2003 and 2002 was £52.8
million, and £47.1 million, respectively, representing an increase of 12.0%.
This rise is a result of price increases including the introduction of charges
for the Companys dial-up Internet service (which was previously available
without charge), upselling additional services to customers and from growth in
broadband subscribers. The Company expects revenue increases in the future to
be achieved by growth in services such as digital television and broadband
services.

Operating costs (including network expenses) for the three months ended
March 31, 2003 and 2002 was £22.4 million, and £22.7 million, respectively,
representing a decrease of 1.3%. This reduction resulted from further
economies and efficiencies achieved by NTL from integrating the Companys
business into the rest of NTLs UK business. Operating costs include certain
costs which are charged by a subsidiary of NTL for the provision of network
services and support, the use of NTLs national backbone telephony network for
carriage of the Companys telephony traffic, as well as the provision of
technical infrastructure and network capacity by NTL for the Companys
subscription Internet and digital cable services. In the three months ended March 31 2003
and 2002, these charges were £6.6 million and £6.8 million, respectively.

Selling, general and administrative expenses for the three months ended
March 31, 2003 and 2002 were £17.0 million and £16.2 million, respectively,
representing an increase of 4.8%. Selling, general and administrative expenses
include certain costs which are charged by a subsidiary of NTL for the
provision of corporate services, including finance, legal, human resources and
facility services, and for the provision of IT services, including the
Companys use of the related IT equipment. These charges were £10.9 million
and £10.3 million in the three months ended March 31 2003 and 2002,
respectively.

Depreciation and amortization expense for three months ended March 31 2003
and 2002 was £15.4 million and £15.3 million, respectively, representing an
increase of £0.1 million. The Company adopted SFAS No. 142 on January 1, 2002,
which ended the amortization of goodwill and other indefinite lived intangible
assets.

Other
charges of £0.2 million in 2003 include £0.1 million of restructuring
costs incurred by Cablelink for four employees and £0.1 million
of costs allocated to the Company by a subsidiary of NTL. These costs
are for employee severance and related costs. Charges allocated to
the Company by a subsidiary of NTL are made on the basis of an
allocation formula appropriate to each category of charge that is
based on managements judgement of a reasonable methodology given the
facts and circumstances. Other charges in 2002 are for
restructuring costs consisting of employee severance and related costs of £1.1
million incurred by Cablelink for 55 employees.

Interest expense was £10.1 million and £10.2 million for the three months
ended March 31, 2003 and 2002, respectively, representing a decrease of £0.1
million.

Interest expense to affiliate was £712,000 and £750,000 for the three
months ended March 31, 2003 and 2002, respectively, due to the reduction in
interest rate from 4.32% in 2002 to 3.73% in 2003.

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Investment income was £183,000 and £384,000 for the three months ended
March 31, 2003 and 2002, respectively, representing a decrease of £201,000.
The decrease is primarily attributable to lower average cash balances available
for investment in 2003 as compared with the same period in 2002.

Exchange losses were £6.4 million, and £7.4 million for the three months
ended March 31, 2003 and 2002, respectively. The change is primarily
attributable to fluctuations in the valuation of the UK Pound Sterling on the
2007 Discount Debentures, which are denominated in US dollars. The Companys
results of operations will continue to be affected by exchange rate
fluctuations.

Recent Accounting Pronouncements

In July 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for Costs Associated with Exit or Disposal
Activities. SFAS No. 146 replaces Emerging Issues Task Force Issue No. 94-3
Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 requires that a liability for costs associated
with an exit or disposal activity is recognized when the liability is incurred.
Under Issue No. 94-3, a liability for an exit cost as defined is recognized at
the date of a commitment to an exit or disposal plan. SFAS No. 146 is effective
for exit or disposal activities that are initiated after December 31, 2002. The
adoption of this standard did not have a significant effect on the
results of operations, financial condition or cash flows of the Company.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, which is effective for the Company on January 1, 2003.
This Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible fixed assets and the associated
asset retirement costs. The adoption of this new standard did not have a significant effect on the results of operations, financial condition or
cash flows of the Company.

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

Certain
statements contained herein constitute forward-looking statements
as that term is defined under the Private Securities Litigation
Reform Act of 1995. When used herein, the words, believe,
anticipate, should, intend, plan, will,
expects, estimates, projects, positioned,
strategy, and similar expressions identify such forward-looking
statements. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company, or industry
results, to be materially different from those contemplated,
projected, forecasted, estimated or budgeted, whether expressed or
implied, by such forward-looking statements. Such factors include,
among others, those set forth under the caption Risk Factors in
our Form 10-Q filed with the SEC on May 15, 2003, as well as: the impact of our organizational
restructuring and integration actions; our ability to maintain
contracts that are critical to our operations; potential adverse
developments with respect to our liquidity or results of operations;
our ability to fund and execute our business plan; our ability to
attract, retain and compensate key executives and associates; our
ability to attract and retain customers; general economic and
business conditions; technological developments; our ability to
continue to design networks, install facilities, obtain and maintain
any required governmental licenses or approvals and finance
construction and development, all in a timely manner at reasonable
costs and on satisfactory terms and conditions; assumptions about
customer acceptance, churn rates, overall market penetration and
competition from providers of alternative services; the impact of new
business opportunities requiring significant up-front investment; and
interest rate and currency exchange rate fluctuations. We assume no
obligation to update the forward-looking statements contained herein
to reflect actual results, changes in assumptions or changes in factors affecting such statements.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

99.1    Certification
of CEO and CFO pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
                           Act
of 2002.

(b) Reports on Form 8-K:

No reports on Form 8-K were filed by the Company during the quarter
ended March 31, 2003.




SIGNATURE

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

|                   |  |                                                                                           
|------------------ |  | ------------------------------------------------------------------------------------------
|                   |  | NTL (TRIANGLE) LLC(Registrant)
By: NTL Group Limited
       Its Sole Managing Member      
|                  
|                   |  |                                                                                           
|                  
|Date: May 22, 2003 |  | By: /s/  Barclay KnappBarclay Knapp
(Director of NTL Group Ltd., the sole
managing member)
|                  
|                   |  |                                                                                           
|                  

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##### Table of Contents



CERTIFICATIONS

I, Barclay Knapp, certify that:



| | 1. |  | I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of NTL
(Triangle) LLC;                                                                                                                                                                                                                                 
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statement made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report.                      

Date: May 22, 2003

/s/ Barclay Knapp
Barclay Knapp
Director of NTL Group Limited,
The sole managing member of the NTL (Triangle) LLC *



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





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##### Table of Contents



I, Scott E. Schubert, certify that:



| | 1. |  | I have reviewed this Amendment
No. 1 to the quarterly report on Form 10-Q of NTL
(Triangle) LLC;                                                                                                                                                                                                                                 
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statement made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report.                      

Date: May 21, 2003

/s/ Scott E. Schubert
Scott E. Schubert
Director of NTL Group Limited,
The sole managing member of the NTL (Triangle) LLC *



| 
|-
|*