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, 1998
                                       OR
(  ) Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 for the Transition Period from _________ to ________.

                         Commission File Number 0-24792

                        COMCAST UK CABLE PARTNERS 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.)

           Clarendon House                       Comcast Corporation
         2 Church Street West               1500 Market Street, 35th Floor
      Hamilton, HM 11, Bermuda               Philadelphia, PA 19102-2148
          (441) 295-5950                            (215) 665-1700
--------------------------------------------------------------------------------
(Address, including zip code, and        (Name, address, including zip code,
      telephone number,              and telephone number, including area code,
     including area code,                      of agent for service)
  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 ____

                       _________________________________

As of June 30, 1998,  there were 37,231,997 Class A Common Shares and 12,872,605
Class B Common Shares outstanding.
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998

                                TABLE OF CONTENTS

                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements

                    Condensed Consolidated Balance Sheet
                    as of June 30, 1998 and December 31,
                    1997 (Unaudited)...........................................2

                    Condensed Consolidated Statement of
                    Operations and Accumulated Deficit for
                    the Six and Three Months Ended June 30,
                    1998 and 1997 (Unaudited)..................................3

                    Condensed Consolidated Statement of Cash
                    Flows for the Six Months Ended June 30,
                    1998 and 1997 (Unaudited)..................................4

                    Notes to Condensed Consolidated
                    Financial Statements (Unaudited)......................5 - 10

          Item 2.   Management's Discussion and Analysis of Financial
                    Condition and Results of Operations..................11 - 18

PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings.........................................19

          Item 6.   Exhibits and Reports on Form 8-K..........................19

          SIGNATURE...........................................................20

                        ________________________________

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;  future  acquisitions;  the NTL Transaction (see Note 3 to Condensed
Consolidated  Financial  Statements);  strategic  partnerships and divestitures;
general business and economic conditions;  and other risks detailed from time to
time in the Company's  periodic  reports filed with the  Securities and Exchange
Commission.
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                      June 30,         December 31,
                                                                                        1998               1997
                                                                              (in (UK Pound)000's, except share data)
<S>                                                                             <C>                <C>   
ASSETS

CURRENT ASSETS
   Cash and cash equivalents.................................................... (UK Pound)92,315  (UK Pound)37,372
   Accounts receivable, less allowance for doubtful accounts of
     (UK Pound)3,065 and (UK Pound)2,598.........................................           3,805             4,255
   Other current assets..........................................................           6,798             5,419
                                                                                ----------------- -----------------
       Total current assets......................................................         102,918            47,046
                                                                                ----------------- -----------------

INVESTMENTS IN AFFILIATES........................................................          53,981            61,363
                                                                                ----------------- -----------------

PROPERTY AND EQUIPMENT...........................................................         348,960           315,702
   Accumulated depreciation .....................................................         (44,506)          (33,000)
                                                                                ----------------- -----------------
   Property and equipment, net...................................................         304,454           282,702
                                                                                ----------------- -----------------

DEFERRED CHARGES.................................................................          58,666            60,770
   Accumulated amortization......................................................         (13,082)          (13,985)
                                                                                ----------------- -----------------
   Deferred charges, net.........................................................          45,584            46,785
                                                                                ----------------- -----------------

FOREIGN EXCHANGE PUT OPTIONS, net................................................           6,584             7,958
                                                                                ----------------- -----------------
                                                                                (UK Pound)513,521 (UK Pound)445,854
                                                                                ================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses.........................................(UK Pound)25,210  (UK Pound)23,605
   Accrued interest..............................................................             323
   Current portion of long-term debt.............................................           1,943             1,683
   Due to affiliates.............................................................           1,161               920
                                                                                ----------------- -----------------
       Total current liabilities.................................................          28,637            26,208
                                                                                ----------------- -----------------

LONG-TERM DEBT, less current portion.............................................         330,695           234,010
                                                                                ----------------- -----------------

FOREIGN EXCHANGE CALL OPTION.....................................................           2,515            2,688
                                                                                ----------------- -----------------

LONG-TERM DEBT, due to shareholder...............................................          11,775            11,272
                                                                                ----------------- -----------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
   Preferred shares, (UK Pound).01 par value - authorized, 10,000,000
     shares; issued, none........................................................
   Class A common shares, (UK Pound).01 par value - authorized, 50,000,000
     shares; issued, 37,231,997..................................................             372               372
   Class B common shares, (UK Pound).01 par value - authorized, 50,000,000
     shares; issued, 12,872,605..................................................             129               129
   Additional capital............................................................         358,548           358,548
   Accumulated deficit...........................................................        (219,150)         (187,373)
                                                                                ----------------- -----------------
       Total shareholders' equity................................................         139,899           171,676
                                                                                ----------------- -----------------
                                                                                (UK Pound)513,521 (UK Pound)445,854
                                                                                ================= =================
</TABLE>
See notes to condensed consolidated financial statements.

                                        2
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998
     CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  Six Months Ended                        Three Months Ended
                                                                      June 30,                                  June 30,
                                                             1998                 1997                 1998                 1997
                                                                       (in  (UK Pound)000's, except per share data)
<S>                                                  <C>                  <C>                  <C>                 <C>   
REVENUES
   Service income................................    (UK Pound)36,027     (UK Pound)25,205     (UK Pound)18,725    (UK Pound)13,087
   Consulting fee income.........................                 561                  496                  287                 263
                                                   ------------------   ------------------   ------------------  ------------------
                                                               36,588               25,701               19,012              13,350
                                                   ------------------   ------------------   ------------------  ------------------

COSTS AND EXPENSES
   Operating.....................................              11,762                9,894                6,101               5,165
   Selling, general and administrative...........              17,196               14,818                8,707               7,419
   Management fees...............................               1,470                1,707                  715                 864
   Depreciation and amortization.................              14,684               12,189                7,430               6,266
                                                   ------------------   ------------------   ------------------  ------------------

                                                               45,112               38,608               22,953              19,714
                                                   ------------------   ------------------   ------------------  ------------------

OPERATING LOSS...................................              (8,524)             (12,907)              (3,941)             (6,364)

OTHER (INCOME) EXPENSE
   Interest expense..............................              17,407               12,285                8,937               6,234
   Investment income.............................              (4,489)              (4,026)              (2,260)             (1,925)
   Equity in net losses of affiliates............              11,185               10,314                4,770               5,162
   Exchange (gains) losses and other.............                (850)               2,168                  898              (2,727)
                                                   ------------------   ------------------   ------------------  ------------------
                                                               23,253               20,741               12,345               6,744
                                                   ------------------   ------------------   ------------------  ------------------

NET LOSS.........................................             (31,777)             (33,648)             (16,286)            (13,108)

ACCUMULATED DEFICIT
    Beginning of period .........................            (187,373)            (120,017)            (202,864)           (140,557)
                                                   ------------------   ------------------   ------------------  ------------------

    End of period................................  ((UK Pound)219,150)  ((UK Pound)153,665)  ((UK Pound)219,150) ((UK Pound)153,665)
                                                   ==================   ==================   ==================  ==================


NET LOSS PER SHARE...............................      ((UK Pound).63)      ((UK Pound).67)      ((UK Pound).32)     ((UK Pound).26)
                                                   ==================   ==================   ==================  ==================

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING DURING THE PERIOD.........              50,105               50,105               50,105              50,105
                                                   ==================   ==================   ==================  ==================
</TABLE>

See notes to condensed consolidated financial statements.

                                        3
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                             Six Months Ended June 30,
                                                                           1998                      1997
                                                                     (UK Pound)000             (UK Pound)000
<S>                                                               <C>                       <C>       
OPERATING ACTIVITIES
    Net loss......................................................((UK Pound)31,777)        ((UK Pound)33,648)
    Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization..............................           14,684                    12,189
       Amortization on foreign exchange contracts.................            1,374                     1,374
       Non-cash interest expense..................................           13,301                    12,015
       Non-cash investment income.................................           (1,427)                   (1,149)
       Exchange (gains) losses....................................           (2,590)                    1,780
       Equity in net losses of affiliates.........................           11,185                    10,314
                                                                   ----------------          ----------------
                                                                              4,750                     2,875

       Increase in accounts receivable and other current assets...             (929)                     (813)
       Increase in accounts payable and accrued expenses and
          accrued interest........................................            1,928                     1,178
                                                                   ----------------          ----------------
              Net cash provided by operating activities...........            5,749                     3,240
                                                                   ----------------          ----------------

FINANCING ACTIVITIES
    Repayments of debt............................................           (1,124)                     (800)
    Proceeds from borrowings......................................           86,000
    Deferred financing costs......................................           (1,634)
    Net transactions with affiliates..............................             (365)                     (272)
                                                                   ----------------          ----------------
              Net cash provided by (used in) financing activities.           82,877                    (1,072)
                                                                   ----------------          ----------------

INVESTING ACTIVITIES
    Proceeds from sales of short-term investments, net............                                     38,161
    Capital contributions and loans to affiliates.................           (1,768)                   (8,661)
    Capital expenditures..........................................          (31,701)                  (38,194)
    Deferred charges..............................................             (214)                     (461)
                                                                   ----------------          ----------------
              Net cash used in investing activities...............          (33,683)                   (9,155)
                                                                   ----------------          ----------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................           54,943                    (6,987)

CASH AND CASH EQUIVALENTS, beginning of period....................           37,372                    63,314
                                                                   ----------------          ----------------

CASH AND CASH EQUIVALENTS, end of period.......................... (UK Pound)92,315          (UK Pound)56,327
                                                                   ================          ================
</TABLE>

See notes to condensed consolidated financial statements.

                                        4
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The condensed  consolidated  balance sheet as of December 31, 1997 has been
     condensed from the audited  consolidated balance sheet as of that date. The
     condensed  consolidated  balance  sheet as of June 30, 1998,  the condensed
     consolidated  statement of operations and  accumulated  deficit for the six
     and  three  months  ended  June  30,  1998  and  1997  and  the   condensed
     consolidated statement of cash flows for the six months ended June 30, 1998
     and 1997 have been  prepared  by 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,  1998 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, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
     Commission.  The results of operations  for the periods ended June 30, 1998
     are not necessarily indicative of operating results for the full year.

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     New 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 effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
     adoption of SFAS No. 133, all  derivatives are required to be recognized in
     the  statement of financial  position as either assets or  liabilities  and
     measured at fair value. The Company is currently  evaluating the impact the
     adoption of SFAS No. 133 will have on its financial position and results of
     operations.

3.   AMALGAMATION WITH NTL

     On February 4, 1998,  the Company  entered into a  definitive  agreement to
     amalgamate (the "NTL  Transaction")  with a wholly owned Bermuda subsidiary
     of  NTL  Incorporated  ("NTL").  NTL is an  alternative  telecommunications
     company in the  United  Kingdom  ("UK")  and is listed on  Nasdaq.  The NTL
     Transaction  is expected to close in 1998,  subject to, among other things,
     the receipt of required Bermuda and UK regulatory  approvals,  the approval
     of the Company's and NTL's  shareholders,  the consent of the Company's and
     NTL's  bondholders,  the  consent of  certain  NTL bank  lenders  and other
     customary closing matters.  Comcast  Corporation  ("Comcast"),  through its
     indirect wholly owned subsidiary, Comcast U.K. Holdings, Inc. ("Holdings"),
     is the sole  holder  of the  multiple-voting  Class B Common  Shares of the
     Company and has agreed to vote for the  transaction,  assuring its approval
     by the Company's  shareholders.  Upon  consummation of the NTL Transaction,
     the Company would become a wholly owned subsidiary of NTL.

     Except in the  circumstances  described below,  the Company's  shareholders
     will receive  0.3745  shares of NTL common stock for each of the  Company's
     Class A Common  Shares or Class B Common  Shares.  If the  average  closing
     price of the NTL common  stock for a specified  period of time prior to the
     Company's shareholders meeting to approve the NTL Transaction (the "Average
     Price") is less than $26.70, the Company will have the

                                        5
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     option to  terminate  the NTL  Transaction,  subject to the right of NTL to
     adjust  the  exchange  ratio such that one share of the  Company's  Class A
     Common  Shares or Class B Common  Shares will be exchanged  for a number of
     shares of NTL common stock equal to $10.00 (based on the Average Price).

     Pursuant  to  existing   arrangements  between  the  Company  and  Telewest
     Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
     PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
     Cable"),  Telewest has certain  rights (the  "Telewest  Rights") to acquire
     either or both of the Company's  interests in these systems (see Note 4) as
     a result of the NTL  Transaction.  However,  as described in the  following
     paragraphs, the consummation of the NTL Transaction is not dependent on the
     resolution of the Telewest Rights.

     If the Telewest  Rights have been exercised prior to the closing of the NTL
     Transaction, the Company's shareholders may receive (at the option of NTL),
     in lieu of a portion of the consideration allocable to the interest subject
     to the exercised  Telewest Rights,  the per share proceeds from the sale of
     the interest to Telewest (as adjusted including for taxes), payable in cash
     or shares of NTL common  stock valued at the greater of $30.00 per share or
     the Average Price at closing (the "Exercise Consideration").

     Similarly,  if at  closing  either  of the  Telewest  Rights  have not been
     exercised  and have not been waived or  otherwise  expired,  the  Company's
     shareholders  may receive (at the option of NTL),  shares of a new class of
     NTL preferred  stock equal to a portion of the  consideration  allocable to
     the interest subject to the unexercised  Telewest Rights. Any shares of NTL
     preferred stock would have the same voting and dividend rights as shares of
     NTL common stock,  would be subject to redemption as described  below,  and
     would be expected to be listed for trading on Nasdaq.  If following closing
     the Telewest Rights are exercised, the NTL preferred stock will be redeemed
     for the Exercise  Consideration  (based on the Average Price at the time of
     exercise). If the Telewest Rights are resolved without being exercised, the
     NTL preferred  stock will be redeemed for NTL common stock on a one-for-one
     basis.

     Of the  consideration  to be received by the Company's  shareholders in the
     NTL Transaction,  the parties have allocated 31% to the Company's  interest
     in Cable  London and 17% to the  Company's  interest in  Birmingham  Cable.
     However, if either or both of the Telewest Rights are exercised, the actual
     consideration  to  be  received  by  the  Company's   shareholders  may  be
     materially  different from the portion of the consideration (the "allocable
     portion")  which  has  been  allocated  by the  parties  to  the  Company's
     respective  interests in Cable London and Birmingham  Cable,  depending on,
     among other things,  the value of these interests,  as finally  determined,
     whether NTL exercises its option to deliver the Exercise  Consideration  in
     lieu of the allocable  portion,  and the amount of any taxes payable by the
     Company on the sale of these interests.

4.   INVESTMENTS IN AFFILIATES

     The Company  has  invested in two  affiliates:  Birmingham  Cable and Cable
     London  (together,  the "Equity  Investees").  The Equity Investees operate
     integrated  cable   communications,   residential  telephony  and  business
     telecommunications  systems in their  respective major  metropolitan  areas
     under   exclusive    cable    television    licenses   and    non-exclusive
     telecommunications  licenses.  As of June 30, 1998, the Company's ownership
     interest in the Equity Investees is as follows:

                Birmingham Cable................................27.5%
                Cable London....................................50.0%

     Included in  investments in affiliates as of June 30, 1998 and December 31,
     1997,  are loans to Cable  London of (UK  Pound)28.5  million  and  accrued
     interest of (UK Pound)7.3 million and (UK Pound)6.0 million,  respectively.
     The loans accrue  interest at a rate of 2% above the published base lending
     rate of Barclays Bank plc (9.5% effective rate as of June 30,

                                        6
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     1998) and are  subordinate  to Cable  London's  credit  facility.  Of these
     loans,  (UK  Pound)21.0  million as of June 30, 1998 and December 31, 1997,
     are  convertible  into  ordinary  shares  of Cable  London  at a per  share
     conversion  price  of (UK  Pound)2.00.  Also  included  in  investments  in
     affiliates  as of June  30,  1998  and  December  31,  1997,  are  loans to
     Birmingham  Cable of (UK Pound)3.7  million and (UK  Pound)1.9  million and
     accrued interest of (UK Pound)248,000 and (UK Pound)133,000,  respectively.
     The Birmingham  Cable loans accrue interest at a fixed rate of 7.8% and are
     subordinate to Birmingham Cable's credit facility.

     Although the Company is not contractually  committed to make any additional
     capital  contributions  or advances to the Equity  Investees,  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 the Equity Investees.



                                        7
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998
        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             London           Combined
                                                                  (UK Pound)000       (UK Pound)000     (UK Pound)000
<S>                                                             <C>                 <C>                 <C>   
     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)

     AT JUNE 30, 1998
     Financial position
         Current assets.........................................          11,295              11,298              22,593
         Noncurrent assets......................................         246,011             188,914             434,925
         Current liabilities....................................          21,749              22,032              43,781
         Noncurrent liabilities.................................         182,306             189,958             372,264

     SIX MONTHS ENDED JUNE 30, 1997
     Results of operations
         Service income.........................................(UK Pound)31,800    (UK Pound)24,693    (UK Pound)56,493
         Operating, selling, general and
           administrative expenses..............................         (27,645)            (22,294)            (49,939)
         Depreciation and amortization..........................         (13,035)             (8,890)            (21,925)
         Operating loss.........................................          (8,880)             (6,491)            (15,371)
         Net loss...............................................         (15,364)            (11,879)            (27,243)
         Company's equity in net loss...........................          (4,295)             (6,019)            (10,314)

     THREE MONTHS ENDED JUNE 30, 1997
     Results of operations
         Service income.........................................          16,406              13,022              29,428
         Operating, selling, general and
           administrative expenses..............................         (14,191)            (11,258)            (25,449)
         Depreciation and amortization..........................          (6,742)             (4,632)            (11,374)
         Operating loss.........................................          (4,527)             (2,868)             (7,395)
         Net loss...............................................          (8,009)             (5,770)            (13,779)
         Company's equity in net loss...........................          (2,237)             (2,925)             (5,162)
</TABLE>

                                        8
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

5.   LONG-TERM DEBT

     UK Holdings Credit Facility
     In December 1997,  Comcast UK Holdings  Limited ("UK  Holdings"),  a wholly
     owned  subsidiary of the Company,  entered into a loan  agreement  (the "UK
     Holdings  Agreement") with a consortium of banks to provide financing under
     a credit  facility (the "UK Holdings  Credit  Facility") up to a maximum of
     (UK  Pound)200.0  million.  Under the terms of the UK  Holdings  Agreement,
     borrowings  under  the  UK  Holdings  Credit  Facility  are  guaranteed  by
     Cambridge  Holding  Company Limited  ("Cambridge  Cable") and two companies
     holding the franchises for Darlington and Teesside,  England  ("Teesside").
     Cambridge Cable and Teesside are wholly owned subsidiaries of the Company.

     In January 1998, UK Holdings  borrowed (UK Pound)75.0  million under the UK
     Holdings Credit Facility. Of this initial borrowing, (UK Pound)50.4 million
     was paid to the Company as a dividend and (UK  Pound)17.8  million was used
     to fund capital  expenditures and working capital requirements at Cambridge
     Cable and Teesside.  Final maturity of the UK Holdings  Credit  Facility is
     January 31, 2001. The UK Holdings  Credit Facility bears interest at a rate
     per annum equal to the London Interbank Offered Rate ("LIBOR") plus 1/2% to
     2 1/4%.  As of June  30,  1998 the  Company's  effective  weighted  average
     interest rate on the UK Holdings Credit Facility was 9.48%.

     The consummation of the NTL Transaction will result in a change in control,
     as defined in the UK Holdings  Credit  Facility.  Upon a change in control,
     all amounts  outstanding  under the UK Holdings Credit Facility will become
     immediately due and payable.

6.   RELATED PARTY TRANSACTIONS

     Comcast U.K.  Consulting,  Inc., a wholly owned  subsidiary of the Company,
     earns  consulting fee income under  consulting  agreements  with the Equity
     Investees.  The consulting fee income is generally based on a percentage of
     gross revenues or a fixed amount per dwelling unit in the Equity Investees'
     franchise areas.

     The  Company's  right to receive  consulting  fee payments  from the Equity
     Investees has been subordinated to the banks under their credit facilities.
     Accordingly,  these fees have been classified as long-term  receivables and
     are  included in  investments  in  affiliates  in the  Company's  condensed
     consolidated  balance  sheet.  In addition,  the Company's  shares in Cable
     London have been pledged to secure amounts outstanding under Cable London's
     revolving credit facility.

     Management fee expense is incurred under agreements  between the Company on
     the one hand,  and Comcast,  the  Company's  controlling  shareholder,  and
     Comcast UK Cable  Partners  Consulting,  Inc.  ("Comcast  Consulting"),  an
     indirect wholly owned subsidiary of Comcast, on the other,  whereby Comcast
     and Comcast Consulting provide consulting  services to the Equity Investees
     on behalf of the  Company and  management  services  to the  Company.  Such
     management  fees are based on Comcast's  and Comcast  Consulting's  cost of
     providing such services.  As of June 30, 1998 and December 31, 1997, due to
     affiliates consists primarily of this management fee and operating expenses
     paid by Comcast and its affiliates on behalf of the Company.

     For the six and three  months  ended  June 30,  1998 and  1997,  investment
     income  includes  (UK  Pound)1.4  million,   (UK  Pound)1.1  million,   (UK
     Pound)733,000  and (UK  Pound)620,000  of  interest  income,  respectively,
     relating to the loans to the Equity Investees.

     Long-term debt due to shareholder consists of 9% Subordinated Notes payable
     to Holdings  which are due in September  1999. For the six and three months
     ended June 30, 1998 and 1997, the Company recorded (UK  Pound)503,000,  (UK
     Pound)461,000,  (UK Pound)258,000 and (UK Pound)237,000,  respectively,  of
     interest expense relating to such notes.

                                        9
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

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

7.   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.

8.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company made cash payments for interest of (UK Pound)3.8  million,  (UK
     Pound)270,000,  (UK Pound)2.2 million and (UK Pound)135,000  during the six
     and three months ended June 30, 1998 and 1997, respectively.

     The Company's wholly owned subsidiaries  incurred capital lease obligations
     of (UK Pound)1.7  million,  (UK  Pound)607,000,  (UK  Pound)426,000 and (UK
     Pound)607,000 during the six and three months ended June 30, 1998 and 1997,
     respectively.

                                       10
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998


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

Overview

Comcast UK Cable  Partners  Limited and its  subsidiaries  (the  "Company"),  an
indirect  controlled   subsidiary  of  Comcast  Corporation   ("Comcast"),   are
principally engaged in the development,  construction,  management and operation
of  the   interests  of  Comcast  in  the  United   Kingdom   ("UK")  cable  and
telecommunications  industry.  As of June 30, 1998, the Company has interests in
four  operations  (the  "Operating  Companies"):  Birmingham  Cable  Corporation
Limited ("Birmingham Cable"), in which the Company owns a 27.5% interest,  Cable
London  PLC  ("Cable  London"),  in which  the  Company  owns a 50.0%  interest,
Cambridge Holding Company Limited ("Cambridge Cable"), in which the Company owns
a 100% interest and two companies  holding the  franchises  for  Darlington  and
Teesside,  England ("Teesside"),  in which the Company owns a 100% interest. The
Company  accounts  for its  interests  in  Birmingham  Cable  and  Cable  London
(together, the "Equity Investees") under the equity method.

When build-out of the Operating  Companies'  systems is complete,  these systems
will  have the  potential  to serve  approximately  1.6  million  homes  and the
businesses  within their  franchise  areas.  As of June 30, 1998,  the Operating
Companies'  systems passed more than 1,248,000 homes or approximately 78% of the
homes in their franchise  areas and served more than 313,000 cable  subscribers,
395,000  residential   telephony   subscribers  and  13,000  business  telephony
subscribers.

General Developments of Business

Amalgamation with NTL

See Note 3 to the Company's Condensed Consolidated Financial Statements included
in Item 1.

Liquidity and Capital Resources

The Company

Historically,  the Company has financed  its cash  requirements,  including  its
investments in the Equity  Investees,  through  capital  contributions  from its
shareholders,  as well as proceeds from the Company's initial public offering of
15.0 million of its Class A Common Shares (net proceeds of $209.4 million or (UK
Pound)132.6  million) in September  1994 and from the Company's  offering of its
$517.3 million  principal  amount at maturity 11.20% Senior Discount  Debentures
due 2007 (the "2007 Discount Debentures") (net proceeds of $291.1 million or (UK
Pound)186.9  million) in November 1995.  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  Operating  Companies  are not expected to pay any  dividends or
advances in the foreseeable future.

In December 1997,  Comcast UK Holdings Limited ("UK  Holdings"),  a wholly owned
subsidiary  of the  Company,  entered  into a loan  agreement  (the "UK Holdings
Agreement")  with a  consortium  of banks to  provide  financing  under a credit
facility (the "UK Holdings Credit  Facility") up to a maximum of (UK Pound)200.0
million.  Under the terms of the UK Holdings Agreement,  borrowings under the UK
Holdings Credit Facility are guaranteed by Teesside and Cambridge Cable.

                                       11
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998


In January  1998,  UK Holdings  borrowed  (UK  Pound)75.0  million  under the UK
Holdings Credit Facility. Of this initial borrowing,  (UK Pound)50.4 million was
paid to the Company as a dividend  and (UK  Pound)17.8  million was used to fund
capital  expenditures  and working  capital  requirements at Cambridge Cable and
Teesside.

Final  maturity of the UK Holdings  Credit  Facility is January 31, 2001. The UK
Holdings  Credit Facility bears interest at a rate per annum equal to the London
Interbank  Offered Rate  ("LIBOR") plus 1/2% to 2 1/4%. As of June 30, 1998, the
Company's  effective  weighted  average  interest rate on the UK Holdings Credit
Facility was 9.48%.

The UK Holdings Credit Facility  contains  restrictive  covenants which limit UK
Holdings'  ability to enter into  arrangements  for the  acquisition and sale of
property and  equipment,  investments,  mergers and the incurrence of additional
debt.  Certain of these covenants require that certain financial ratios and cash
flow levels be maintained and contain certain restrictions on dividend payments.
The Company's right to receive  consulting fee payments from Cambridge Cable and
Teesside  has been  subordinated  to the  banks  under  the UK  Holdings  Credit
Facility. In addition,  the Company's shares in UK Holdings have been pledged to
secure the UK Holdings Credit Facility.

The consummation of the NTL Transaction  will result in a change in control,  as
defined  in the UK  Holdings  Credit  Facility.  Upon a change in  control,  all
amounts   outstanding   under  the  UK  Holdings  Credit  Facility  will  become
immediately due and payable.

Except for its  working  capital  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 the Equity Investees,
(ii) whether the Operating  Companies can obtain debt  financing,  (iii) whether
the Operating  Companies will be able to generate positive  operating cash flow,
(iv) the timing of the build-out of the Operating  Companies'  systems,  and (v)
whether  there  may be  future  acquisitions  and  trades  funded in cash or the
Company's shares.  There are no agreements or negotiations for specific material
acquisitions currently pending.

Historically,  the  Company  has made  investments  in the Equity  Investees  in
conjunction  with  proportionate  investments  by its  strategic  and  financial
partners.  The Company made  capital  contributions  and loans to the  Operating
Companies in the aggregate of (UK Pound)1.8  million and (UK Pound)49.7  million
during  the six  months  ended  June 30,  1998 and  1997  respectively,  and (UK
Pound)18.4  million  during  the three  months  ended  June 30,  1997.  Of these
amounts,  (UK  Pound)1.8  million and (UK  Pound)8.7  million  relate to capital
contributions and loans to the Equity Investees during the six months ended June
30,  1998 and  1997,  respectively  and (UK  Pound)736,000  relates  to  capital
contributions  and loans to the Equity  Investees  during the three months ended
June 30, 1997.  Although the Company is not contractually  committed to make any
additional capital contributions or loans to the Equity Investees,  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 the Equity Investees.

The Company  estimates that the Operating  Companies will require  approximately
(UK Pound)90.0  million from July 1, 1998 through December 31, 1998, to continue
the  build-out  of  their  systems.  Management  believes  that the  entire  (UK
Pound)90.0  million  required will be funded through  drawdowns  under currently
existing credit  facilities  (subject to compliance  with certain  financial and
operating covenants).  If such credit facilities are not available for drawdown,
the Company  expects that its  strategic  and  financial  partners in the Equity
Investees will provide their pro-rata share of any required  fundings,  although
they are not  contractually  obligated  to do so.  Thus,  no  assurance  of such
funding can be given. If the Company's  strategic and financial partners fail to
provide such financing, the Equity Investees will be required to seek additional
funds  elsewhere.  Such  additional  funds may come from the  Company,  from new
strategic and financial partners, from borrowings under new credit facilities or
from other  sources,  although there can be no assurance that any such financing
would be  available  on  acceptable  terms and  conditions.  The Company and its
strategic  and  financial  partners  generally  have veto rights over the Equity
Investees' debt financing decisions.

                                       12
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998


Failure of any Operating  Company to obtain financing  necessary to complete the
build-out  of its  system  could  result  in loss of its  cable  franchises  and
licenses.

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 and obtain  external  financing,  although  there can be no
assurance  that any such  financing  will be  obtained on  acceptable  terms and
conditions.  The Company  believes that its existing  cash and cash  equivalents
will be sufficient  to fund the Company's  required  capital  contributions  and
advances to the Equity  Investees and  borrowings  under the UK Holdings  Credit
Facility will be  sufficient  to fund  development  and  construction  costs for
Cambridge Cable and Teesside throughout 1998.

The Operating Companies

The following is a discussion of the liquidity and capital  resources of each of
the Operating  Companies.  Such financial  information has not been adjusted for
the Company's proportionate ownership percentages in the Operating Companies.

Birmingham Cable.  Historically,  Birmingham  Cable's primary sources of funding
have been  capital  contributions  and loans from the Company and the  Company's
strategic and financial  partners,  cash from the issuance of Birmingham Cable's
preference shares and borrowings under Birmingham  Cable's credit facility.  The
Company  estimates that  approximately  (UK Pound)13.0  million will be required
from  July 1,  1998  through  December  31,  1998 to  continue  development  and
construction of Birmingham Cable's cable/telephony  network. The Company expects
that such funds will be provided by borrowings under the Birmingham Cable credit
facility.

Cable London. Historically,  Cable London's primary sources of funding have been
capital contributions and loans from the Company and the Company's strategic and
financial  partner and  borrowings  under Cable  London's  previous  and current
credit  facilities.  The Company  estimates  that  approximately  (UK Pound)24.0
million will be required from July 1, 1998 through December 31, 1998 to continue
development and  construction  of Cable London's  cable/telephony  network.  The
Company  expects that such funds will be provided by borrowings  under the Cable
London credit facility.

Cambridge Cable. Historically, Cambridge Cable's primary sources of funding have
been capital  contributions  and loans from the Company and the Company's former
strategic and financial  partner.  The Company estimates that  approximately (UK
Pound)30.0  million will be required from July 1, 1998 through December 31, 1998
to continue  development and construction of Cambridge  Cable's  cable/telephony
network.  The Company  expects  that such funds will be  provided by  borrowings
under the UK Holdings Credit Facility.

Teesside.  Historically,  Teesside's  primary source of funding has been capital
contributions  from the Company.  The Company  estimates that  approximately (UK
Pound)23.0  million will be required from July 1, 1998 through December 31, 1998
to continue development and construction of Teesside's  cable/telephony network.
The Company expects that such funds will be provided by borrowings  under the UK
Holdings Credit Facility.

Statement of Cash Flows

Cash and cash equivalents  increased (UK Pound)54.9  million as of June 30, 1998
from December 31, 1997 and  decreased (UK Pound)7.0  million as of June 30, 1997
from December 31, 1996. The changes in cash and cash  equivalents  resulted from
cash  flows  from  operating,  financing  and  investing  activities  which  are
explained below.

Net cash provided by operating  activities amounted to (UK Pound)5.7 million and
(UK  Pound)3.2  million  for the six  months  ended  June  30,  1998  and  1997,
respectively.  The  increase in net cash  provided by  operating  activities  as
compared to the

                                       13
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998


prior  period is  principally  due to the  increase in the  Company's  operating
income before  depreciation and amortization and changes in working capital as a
result of the timing of receipts and disbursements.

Net cash provided by (used in) financing  activities  amounted to (UK Pound)82.9
million and ((UK  Pound)1.1)  million for the six months ended June 30, 1998 and
1997, respectively. During the six months ended June 30, 1998, net cash provided
by financing  activities includes (UK Pound)86.0 million of borrowings under the
UK Holdings Credit Facility, offset by financing costs of (UK Pound)1.6 million.

Net  cash  used in  investing  activities  was (UK  Pound)33.7  million  and (UK
Pound)9.2 million for the six months ended June 30, 1998 and 1997, respectively.
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.  During the six
months  ended June 30,  1997,  net cash used in  investing  activities  includes
capital  expenditures of (UK Pound)38.2  million and capital  contributions  and
loans to affiliates of (UK Pound)8.7 million,  offset by proceeds from the sales
of short-term investments of (UK Pound)38.2 million.


                                       14

<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998


Results of Operations

The Company

Summarized  consolidated  financial  information for the Company for the six and
three  months  ended June 30,  1998 and 1997 is as follows (in  thousands,  "NM"
denotes percentage is not meaningful):
<TABLE>
<CAPTION>
                                                                     Six Months Ended
                                                                         June 30,                 Increase/(Decrease)
                                                                  1998            1997           (UK Pound)         %
<S>                                                      <C>                <C>               <C>                 <C>  
Revenues                                                 (UK Pound)36,588   (UK Pound)25,701  (UK Pound)10,887     42.4%
Operating, selling, general and administrative expenses            28,958             24,712             4,246     17.2
Management fees                                                     1,470              1,707              (237)   (13.9)
                                                        -----------------  -----------------
Operating income (loss) before depreciation and
   amortization (1)                                                 6,160               (718)            6,878       NM
Depreciation and amortization                                      14,684             12,189             2,495     20.5
                                                        -----------------  -----------------
Operating loss                                                     (8,524)           (12,907)           (4,383)   (34.0)
                                                        -----------------  -----------------
Interest expense                                                   17,407             12,285             5,122     41.7
Investment income                                                  (4,489)            (4,026)              463     11.5
Equity in net losses of affiliates                                 11,185             10,314               871      8.4
Exchange (gains) losses and other                                    (850)             2,168            (3,018)      NM
                                                        -----------------  -----------------
Net loss                                                ((UK Pound)31,777) ((UK Pound)33,648) ((UK Pound)1,871)    (5.6%)
                                                        =================  =================

                                                                  Three Months Ended
                                                                       June 30,                   Increase/(Decrease)
                                                                  1998            1997           (UK Pound)         %
Revenues                                                 (UK Pound)19,012   (UK Pound)13,350   (UK Pound)5,662      42.4%
Operating, selling, general and administrative expenses            14,808             12,584             2,224      17.7
Management fees                                                       715                864              (149)    (17.2)
                                                        -----------------  -----------------
Operating income (loss) before depreciation and
   amortization (1)                                                 3,489                (98)            3,587        NM
Depreciation and amortization                                       7,430              6,266             1,164      18.6
                                                        -----------------  -----------------
Operating loss                                                     (3,941)            (6,364)           (2,423)    (38.1)
Interest expense                                                    8,937              6,234             2,703      43.4
Investment income                                                  (2,260)            (1,925)              335      17.4
Equity in net losses of affiliates                                  4,770              5,162              (392)     (7.6)
Exchange losses (gains) and other                                     898             (2,727)            3,625        NM
                                                        -----------------  -----------------
Net loss                                                ((UK Pound)16,286) ((UK Pound)13,108)            3,178      24.2%
                                                        =================  =================
<FN>
------------
(1)  Operating  income (loss) before  depreciation  and amortization is commonly
     referred to in the Company's businesses as "operating cash flow (deficit)."
     Operating  cash flow  (deficit)  is a measure  of a  company's  ability  to
     generate  cash  to  service  its   obligations,   including   debt  service
     obligations, and to finance capital and other expenditures.  In part due to
     the capital intensive nature of the Company's  businesses and the resulting
     significant  level  of  non-cash   depreciation  expense  and  amortization
     expense,  operating  cash flow  (deficit) is frequently  used as one of the
     bases for comparing  businesses in the Company's  industries,  although the
     Company's measure of operating cash flow (deficit) may not be comparable to
     similarly titled measures of other companies. Operating cash flow (deficit)
     does not purport to represent  net income or net cash provided by operating
     activities,  as those terms are defined under generally accepted accounting
     principles, and should not be considered as an alternative

                                       15

<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998


     to such  measurements  as an indicator of the  Company's  performance.  See
     "Statement  of Cash Flows" above for a discussion  of net cash  provided by
     operating activities.
</FN>
</TABLE>


Substantially  all of the  increases  in  service  income,  operating  expenses,
selling,  general and administrative  expenses and depreciation and amortization
expense for the six and three  months  ended June 30,  1998,  as compared to the
same  periods  in  1997,  are  attributable  to the  effects  of  the  continued
development  of  Teesside's  and  Cambridge  Cable's  operations  and  increased
business  activity  resulting  from the growth in the number of  subscribers  in
their respective franchise areas.

Comcast U.K. Consulting,  Inc., a wholly owned subsidiary of the Company,  earns
consulting fee income under consulting agreements with the Equity Investees. The
consulting fee income is generally  based on a percentage of gross revenues or a
fixed  amount  per  dwelling  unit in the  Equity  Investees'  franchise  areas.
Consulting  fee income for the six and three months ended June 30, 1998 and 1997
was  (UK   Pound)561,000,   (UK   Pound)496,000,   (UK   Pound)287,000  and  (UK
Pound)263,000, respectively.

Management fee expense is incurred under  agreements  between the Company on the
one hand, and Comcast and Comcast UK Cable Partners  Consulting,  Inc. ("Comcast
Consulting"),  an indirect  wholly owned  subsidiary  of Comcast,  on the other,
whereby Comcast and Comcast Consulting provide consulting services to the Equity
Investees on behalf of the Company and management services to the Company.  Such
management  fees  are  based  on  Comcast's  and  Comcast  Consulting's  cost of
providing such services.

Interest  expense for the six and three  months ended June 30, 1998 and 1997 was
(UK Pound)17.4 million,  (UK Pound)12.3  million,  (UK Pound)8.9 million and (UK
Pound)6.2 million, respectively, representing increases of (UK Pound)5.1 million
and (UK Pound)2.7 million from 1997 as compared to the same periods in 1998. The
increases are  primarily  attributable  to interest on  borrowings  under the UK
Holdings  Credit  Facility and the  compounding of interest on the 2007 Discount
Debentures.

Investment  income for the six and three months ended June 30, 1998 and 1997 was
(UK Pound)4.5  million,  (UK Pound)4.0  million,  (UK Pound)2.3  million and (UK
Pound)1.9 million, respectively, representing increases of (UK Pound)463,000 and
(UK  Pound)335,000  from  1997 as  compared  to the same  periods  in 1998.  The
increases  are  primarily  due to increases in the average loan  balances to the
Equity Investees in 1998 as compared to the same periods in 1997.

Equity in net losses of  affiliates  for the six and three months ended June 30,
1998 and 1997 was (UK Pound)11.2 million,  (UK Pound)10.3 million, (UK Pound)4.8
million and (UK Pound)5.2 million, respectively, representing an increase of (UK
Pound)871,000 and a decrease of (UK  Pound)392,000  from 1997 as compared to the
same periods in 1998.  The  increase  from the six months ended June 30, 1997 is
attributable to an increase in the net loss for Birmingham  Cable.  The decrease
from the three months ended June 30, 1997 is  attributable  to a decrease in the
net loss of Birmingham Cable.

Exchange  (gains)  losses and other for the six and three  months ended June 30,
1998 and 1997 were ((UK Pound)850,000), (UK Pound)2.2 million, (UK Pound)898,000
and  ((UK  Pound)2.7)  million,  respectively,   representing  changes  of  ((UK
Pound)3.0)  million and (UK Pound)3.6  million from 1997 as compared to the same
periods in 1998. These changes primarily results 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,  on the  Company's  foreign
exchange  call option  contracts  and on cash held in US dollars.  The Company's
results  of   operations   will   continue  to  be  affected  by  exchange  rate
fluctuations.

                                       16
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998


The Operating Companies

Summarized  proportionate  combined  financial  information  for  the  Operating
Companies  for the six and  three  months  ended  June  30,  1998 and 1997 is as
follows (in thousands, "NM" denotes percentage is not meaningful):
<TABLE>
<CAPTION>
                                                                     Six Months Ended
                                                                          June 30,                     Increase/(Decrease)
                                                                 1998                1997            (UK Pound)           %
<S>                                                      <C>                 <C>                  <C>               <C>  
Service income                                           (UK Pound)62,548    (UK Pound)46,287     (UK Pound)16,261       35.1%
Operating, selling, general and administrative expenses            49,917              43,630                6,287       14.4
                                                        -----------------   -----------------
Operating income before depreciation and
   amortization (a)                                                12,631               2,657                9,974         NM
Depreciation and amortization                                      23,416              19,645                3,771       19.2
                                                        -----------------   -----------------
Operating loss                                                    (10,785)            (16,988)              (6,203)     (36.5)
Interest expense                                                   14,127              10,155                3,972       39.1
Investment income                                                    (671)               (979)                (308)     (31.5)
                                                        -----------------   -----------------
Net loss                                                ((UK Pound)24,241)  ((UK Pound)26,164)    ((UK Pound)1,923)      (7.3%)
                                                        =================   =================

                                                                  Three Months Ended
                                                                       June 30,                        Increase/(Decrease)
                                                                 1998                1997            (UK Pound)           %
Service income                                           (UK Pound)32,120    (UK Pound)24,105      (UK Pound)8,015       33.3%
Operating, selling, general and administrative expenses            25,292              22,214                3,078       13.9
                                                        -----------------   -----------------
Operating income before depreciation and
   amortization (a)                                                 6,828               1,891                4,937         NM
Depreciation and amortization                                      11,918              10,149                1,769       17.4
                                                        -----------------   -----------------
Operating loss                                                     (5,090)             (8,258)              (3,168)     (38.4)
Interest expense                                                    6,433               5,234                1,199       22.9
Investment income                                                    (338)               (443)                (105)     (23.7)
                                                        -----------------   -----------------
Net loss                                                ((UK Pound)11,185)  ((UK Pound)13,049)    ((UK Pound)1,864)     (14.3%)
                                                        =================   =================
<FN>
------------
(a)  See Note (1) on page 15.
</FN>
</TABLE>

Due to the similar nature of their  operations,  the following  discussion  with
respect to the Operating  Companies' results of operations for the six and three
months  ended June 30,  1998 and 1997 is based on their  proportionate  combined
results of operations.  Such  proportionate  combined results of operations have
been  derived  from the  financial  statements  of the  Company  and the  Equity
Investees,  after giving effect to the Company's  ownership interests in each of
the  Operating  Companies  as of  June  30,  1998.  The  Company  believes  that
presentation  of  proportionate   combined  financial  data,   although  not  in
accordance  with  generally  accepted  accounting  principles,  facilitates  the
understanding  and  assessment  of its operating  performance  since the Company
accounts for its interests in Birmingham Cable and Cable London under the equity
method.   The  results  of  operations  of  Teesside  and  Cambridge  Cable  are
consolidated with those of the Company.

Proportionate combined service income was (UK Pound)62.5 million, (UK Pound)46.3
million, (UK Pound)32.1 million and (UK Pound)24.1 million for the six and three
months ended June 30, 1998 and 1997, respectively, representing increases of (UK
Pound)16.2  million and (UK Pound)8.0  million from 1997 as compared to the same
periods in 1998.  Substantially  all of the growth in service  income was due to
increases  in the  number of cable  communications  and  telephony  subscribers,
primarily as a result of additional homes passed.  Approximately one-half of the
Operating Companies' service income for the six and three months

                                       17
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998


ended June 30, 1998 and 1997 is derived  from monthly  subscription  charges and
approximately  one-half  of their  service  income for these  periods is derived
primarily from usage charges.

Proportionate combined operating,  selling,  general and administrative expenses
were (UK Pound)49.9 million,  (UK Pound)43.6 million, (UK Pound)25.3 million and
(UK  Pound)22.2  million  for the six and three  months  ended June 30, 1998 and
1997,  respectively,  representing  increases of (UK  Pound)6.3  million and (UK
Pound)3.1   million  from  1997  as  compared  to  the  same  periods  in  1998.
Substantially   all  of  the  increases  were   attributable  to  the  continued
development  of  Teesside's  and  Cambridge  Cable's  operations  and  increased
business  activity  resulting from the growth in the number of  subscribers  and
development of the Operating Companies' franchise areas.

The  Operating  Companies  account  for costs  and  expenses  applicable  to the
construction and operation of their cable  telecommunications  systems under the
provisions  of  Statement  of Financial  Accounting  Standards  ("SFAS") No. 51,
"Financial  Reporting by Cable Television  Companies." Under SFAS No. 51, during
the period  while a system is  partially  under  construction  and  partially in
service (the "Prematurity Period"), costs of telecommunications plant, including
materials,   direct   labor   and   construction   overhead   are   capitalized.
Subscriber-related  costs and general and  administrative  costs are expensed as
incurred.  Costs incurred in anticipation of servicing a fully operating  system
that  will not vary  regardless  of the  number  of  subscribers  are  partially
expensed and partially  capitalized  based upon the percentage of average actual
or  estimated  subscribers,  whichever  is  greater,  to  the  total  number  of
subscribers  expected at the end of the  Prematurity  Period  (the  "Fraction").
During the Prematurity Period, depreciation and amortization of system assets is
determined  by  multiplying  the  depreciation  and  amortization  of the  total
capitalized  system assets expected at the end of the Prematurity  Period by the
Fraction. At the end of the Prematurity Period, depreciation and amortization of
system assets is based on the remaining undepreciated cost at that date.

Proportionate  combined depreciation and amortization expense was (UK Pound)23.4
million,  (UK  Pound)19.6  million,  (UK  Pound)11.9  million and (UK Pound)10.1
million for the six and three months ended June 30, 1998 and 1997, respectively,
representing  increases of (UK Pound)3.8  million and (UK Pound)1.8 million from
1997 as compared to the same periods in 1998.  The increases were due to certain
of the  Operating  Companies'  discrete  build areas  ending  their  Prematurity
Periods as set out under SFAS No. 51, as well as an increase  in the  percentage
used to calculate  depreciation  expense as a result of an  increased  number of
subscribers in those discrete  franchise  areas  remaining in their  Prematurity
Period.

Proportionate   combined  interest  expense  was  (UK  Pound)14.1  million,  (UK
Pound)10.2 million,  (UK Pound)6.4 million and (UK Pound)5.2 million for the six
and  three  months  ended  June 30,  1998 and 1997,  respectively,  representing
increases  of (UK  Pound)3.9  million  and (UK  Pound)1.2  million  from 1997 as
compared to the same periods in 1998. The increases were primarily  attributable
to additional borrowings under credit facilities and loans from shareholders.

Proportionate   combined   investment   income   was  (UK   Pound)671,000,   (UK
Pound)979,000,  (UK  Pound)338,000  and (UK  Pound)443,000 for the six and three
months ended June 30, 1998 and 1997, respectively, representing decreases of (UK
Pound)308,000 and (UK Pound)105,000 from 1997 as compared to the same periods in
1998. The decreases  were  attributable  to decreases in the average  balance of
cash,  cash  equivalents  and  restricted  cash held by the Operating  Companies
during the six and three  months  ended June 30,  1998,  as compared to the same
periods in 1997.

                                       18
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998


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:

               2.1  Amendment  No. 1 dated May 28, 1998 to Agreement and Plan of
                    Amalgamation   dated  as  of  February  4,  1998  among  NTL
                    Incorporated,  NTL  (Bermuda)  Limited  and Comcast UK Cable
                    Partners  Limited  (incorporated by reference to Exhibit 2.1
                    to the Company's Current Report on Form 8-K filed on June 4,
                    1998.)

               27.1 Financial Data Schedule

          (b)  Reports on Form 8-K:

               (i)  Comcast UK Cable Partners  Limited filed a Current Report on
                    Form 8-K under Item 5 on June 4, 1998  relating to Amendment
                    No. 1 to the  Agreement  and Plan of  Amalgamation  with NTL
                    Incorporated  and NTL (Bermuda)  Limited dated May 28, 1998,
                    pursuant to which the  termination  date was  extended  from
                    August 4, 1998 to October 5, 1998.




                                       19
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 1998

                                    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.


                              COMCAST UK CABLE PARTNERS LIMITED
                              --------------------------------------------------






                              /s/ John R. Alchin
                              --------------------------------------------------
                              John R. Alchin
                              Senior Vice President and
                              Treasurer
                              (Principal Financial Officer)





Date: August 14, 1998

                                       20