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:
                               SEPTEMBER 30, 1999
                                       OR

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

                         Commission File Number 0-24792

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

      (On November 12, 1999, the Registrant converted to a Delaware limited
      liability company and thereby changed its name to NTL (Bermuda) LLC)

           Delaware                                            Applied For
--------------------------------------------------------------------------------
 (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)

                              NTL (Bermuda) Limited
                                 41 Cedar Avenue
                            Hamilton, HM 12, Bermuda
--------------------------------------------------------------------------------
               (Former name and former address of the Registrant)

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

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 September 30, 1999, there were 800,000 shares of the  Registrant's  common
stock outstanding. The Registrant is an indirect, wholly owned subsidiary of NTL
Incorporated and there is no market for the Registrant's Common Stock.
<PAGE>
                       NTL (BERMUDA) LLC AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1999

                                TABLE OF CONTENTS

                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements

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

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

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

                    Notes to Condensed Consolidated
                    Financial Statements (Unaudited)......................5 - 7

          Item 2.   Management's Discussion and Analysis of
                    Financial Condition and Results of Operations........8 - 11

          Item 3.   Quantitative and Qualitative Disclosures About
                    Market Risk..............................................12

PART II.  OTHER INFORMATION

          Item 6.   Exhibits and Reports on Form 8-K.........................12

SIGNATURE....................................................................13

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

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  marketing  and  providing  services  in
identified  markets;  pricing  pressures  which  could  affect  demand  for  the
Company's services; the Company's ability to expand its distribution; changes in
labor, programming, equipment and capital costs; the Company's continued ability
to  create  or  acquire  programming  and  products  that  customers  will  find
attractive; Year 2000 readiness; future acquisitions; strategic partnerships and
divestitures;  general  business and economic  conditions in the United Kingdom;
and other risks  detailed  from time to time in the Company's  periodic  reports
filed with the Securities and Exchange Commission.

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

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                               September 30, 1999                December 31, 1998
                                                                               ------------------                -----------------
                                                                                   (Unaudited)                       (See Note)
                                                                                     (in (UK Pound)000's, except share data)
<S>                                                                             <C>                             <C>
ASSETS

CURRENT ASSETS
       Cash and cash equivalents.......................................          (UK Pound)19,135                (UK Pound)103,451
       Accounts receivable, less allowance for doubtful accounts of
              (UK Pound)3,762 (1999) and (UK Pound)2,840 (1998)........                     5,520                            5,603
       Other current assets............................................                     5,044                            5,404
                                                                                -----------------                -----------------
       Total current assets............................................                    29,699                          114,458
                                                                                -----------------                -----------------

INVESTMENT IN CABLE LONDON PLC.........................................                    24,171                           28,080
                                                                                -----------------                -----------------

PROPERTY AND EQUIPMENT.................................................                   420,396                          379,446
       Accumulated depreciation .......................................                   (79,766)                         (57,624)
                                                                                -----------------                -----------------
       Property and equipment, net.....................................                   340,630                          321,822
                                                                                -----------------                -----------------

DEFERRED CHARGES.......................................................                    58,325                           58,269
       Accumulated amortization........................................                   (19,749)                         (15,493)
                                                                                -----------------                -----------------
       Deferred charges, net...........................................                    38,576                           42,776
                                                                                -----------------                -----------------

OTHER ASSETS...........................................................                    50,567                            5,188
                                                                                -----------------                -----------------

                                                                                (UK Pound)483,643                (UK Pound)512,324
                                                                                =================                =================
LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES
       Accounts payable and accrued expenses...........................          (UK Pound)23,605                 (UK Pound)25,162
       Current portion of long-term debt...............................                     1,150                            1,966
       Note payable to Comcast U.K. Holdings, Inc......................                        --                           12,310
                                                                                -----------------                -----------------
              Total current liabilities................................                    24,755                           39,438
                                                                                -----------------                -----------------

LONG-TERM DEBT, less current portion...................................                   282,321                          259,104
                                                                                -----------------                -----------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S EQUITY
       Common stock, (UK Pound).01 par value -
         authorized and issued 800,000 shares...........................                        8                                8
       Additional capital...............................................                  359,049                          359,049
       Accumulated deficit..............................................                 (182,490)                        (145,275)
                                                                                -----------------                -----------------
              Total shareholder's equity................................                  176,567                          213,782
                                                                                -----------------                -----------------
                                                                                (UK Pound)483,643                (UK Pound)512,324
                                                                                =================                =================
</TABLE>

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

See notes to condensed consolidated financial statements.

                                        2

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


<TABLE>
<CAPTION>
                                                            Nine Months Ended                       Three Months Ended
                                                               September 30,                           September 30,
                                                         1999                1998               1999                 1998
                                                ------------------  ------------------  ------------------  ------------------
                                                                              (in (UK Pound)000's)
<S>                                             <C>                 <C>                 <C>                 <C>
REVENUES
  Service income .......................          (UK Pound)72,240    (UK Pound)55,692    (UK Pound)24,760    (UK Pound)19,665
  Consulting fee income ................                        --                 840                  --                 279
                                                ------------------  ------------------  ------------------  ------------------
                                                            72,240              56,532              24,760              19,944
                                                ------------------  ------------------  ------------------  ------------------

COSTS AND EXPENSES
  Operating ............................                    24,301              18,147               8,335               6,385
  Selling, general and administrative...                    29,349              26,089               9,283               8,893
  Management fees ......................                        --               2,174                  --                 704
  Depreciation and amortization ........                    26,547              22,952               9,020               8,268
                                                ------------------  ------------------  ------------------  ------------------
                                                            80,197              69,362              26,638              24,250
                                                ------------------  ------------------  ------------------  ------------------

OPERATING LOSS .........................                    (7,957)            (12,830)             (1,878)             (4,306)

OTHER (INCOME) EXPENSE
  Interest expense .....................                    23,650              26,751               8,114               9,344
  Investment income ....................                    (3,565)             (6,752)               (885)             (2,263)
  Equity in net losses of affiliates....                     5,573              15,916               1,601               4,731
  Amalgamation costs ...................                       145                  --                  --                  --
  Exchange losses (gains) and other ....                     3,455              (4,238)            (10,266)             (3,388)
                                                ------------------  ------------------  ------------------  ------------------
                                                            29,258              31,677              (1,436)              8,424
                                                ------------------  ------------------  ------------------  ------------------

NET LOSS ...............................                   (37,215)            (44,507)               (442)            (12,730)

ACCUMULATED DEFICIT
  Beginning of period ..................                  (145,275)           (187,373)           (182,048)           (219,150)
                                                ------------------  ------------------  ------------------  ------------------
  End of period ........................        ((UK Pound)182,490) ((UK Pound)231,880) ((UK Pound)182,490) ((UK Pound)231,880)
                                                ==================  ==================  ==================  ==================
</TABLE>


See notes to condensed consolidated financial statements.

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

<TABLE>
<CAPTION>
                                                                                  Nine Months Ended September 30,
                                                                                      1999                1998
                                                                               -----------------  -----------------
                                                                                        (in (UK Pound)000's)
<S>                                                                            <C>                <C>
OPERATING ACTIVITIES
     Net loss .......................................................          ((UK Pound)37,215) ((UK Pound)44,507)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
         Depreciation and amortization ..............................                     26,547             22,952
         Amortization on foreign exchange contracts .................                      2,072              2,072
         Non-cash interest expense ..................................                     23,077             20,168
         Non-cash investment income .................................                     (1,561)            (2,181)
         Exchange losses (gains) ....................................                      1,587             (7,211)
         Equity in net losses of affiliates .........................                      5,573             15,916
         Changes in operating assets and liabilities:
              Accounts receivable and other current assets ..........                        443               (333)
              Accounts payable and accrued expenses .................                     (1,569)             2,449
                                                                               -----------------  -----------------

                  Net cash provided by operating activities .........                     18,954              9,325
                                                                               -----------------  -----------------

FINANCING ACTIVITIES
     Repayments of debt .............................................                    (14,711)            (1,567)
     Proceeds from borrowing ........................................                         --             93,000
     Deferred financing costs .......................................                         --             (1,634)
     Net transactions with affiliates ...............................                        (91)            (1,020)
                                                                               -----------------  -----------------

                  Net cash (used in) provided by financing activities                    (14,802)            88,779
                                                                               -----------------  -----------------

INVESTING ACTIVITIES
     Capital contributions and loans to affiliates ..................                         --             (1,768)
     Fixed asset deposit with affiliate .............................                    (51,915)                --
     Capital expenditures ...........................................                    (36,499)           (47,012)
     Additions to deferred charges ..................................                        (54)              (333)
                                                                               -----------------  -----------------

                  Net cash (used in) investing activities ...........                    (88,468)           (49,113)
                                                                               -----------------  -----------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ....................                    (84,316)            48,991

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

CASH AND CASH EQUIVALENTS, end of period ............................          (UK Pound)19,135    (UK Pound)86,363
                                                                               ================   =================
</TABLE>

See notes to condensed consolidated financial statements.

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

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

     Conversion to a Delaware  Limited  Liability  Company
     On November 12, 1999, the Company converted to a Delaware limited liability
     company  and  thereby  changed  its name to NTL  (Bermuda)  LLC.  Under the
     Delaware  Limited  Liability  Company  Act, the Company is deemed to be the
     same entity as it was prior to the conversion.

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

2.   AMALGAMATION WITH NTL

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

     Pursuant  to then  existing  arrangements  between  Partners  and  Telewest
     Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
     PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
     Cable"), Telewest had certain rights to acquire either or both of Partner's
     interests in these systems as a result of the  Amalgamation.  On August 14,
     1998, Partners and NTL entered into an agreement (the "Telewest Agreement")
     with  Telewest  relating to Partner's  ownership  interests  in  Birmingham
     Cable,  Partner's and Telewest's  respective  ownership  interests in Cable
     London  and  certain  other  related  matters.  Pursuant  to  the  Telewest
     Agreement,  in October 1998,  Partners sold its 27.5% ownership interest in
     Birmingham  Cable to Telewest for (UK Pound)125  million,  plus (UK Pound)5
     million for certain  subordinated debt and fees. Partners and Telewest also
     agreed to rationalize  their joint ownership of Cable London pursuant to an
     agreed procedure (see following).

                                        5
<PAGE>
                       NTL (BERMUDA) LLC AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1999
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

3.   INVESTMENTS IN AFFILIATES

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

<TABLE>
<CAPTION>
                                                                               Birmingham           Cable
                                                                                Cable (1)          London               Combined
                                                                                ---------          ------               --------
                                                                             (UK Pound)000      (UK Pound)000       (UK Pound)000
<S>                                                                        <C>                <C>                <C>
     NINE MONTHS ENDED SEPTEMBER 30, 1999
     Results of operations
          Service income ........................................                             (UK Pound)58,702
          Operating, selling, general and administrative expenses                                      (40,844)
          Depreciation and amortization .........................                                      (17,844)
          Operating gain ........................................                                           14
          Net loss ..............................................                                      (10,854)
          Company's equity in net loss ..........................                                       (5,573)

     THREE MONTHS ENDED SEPTEMBER 30, 1999
     Results of operations
          Service income ........................................                                       20,128
          Operating, selling, general and administrative expenses                                      (13,579)
          Depreciation and amortization .........................                                       (5,923)
          Operating gain ........................................                                          626
          Net loss ..............................................                                       (3,103)
          Company's equity in net loss ..........................                                       (1,601)

     AT SEPTEMBER 30, 1999
     Financial position
          Current assets ........................................                                        9,716
          Noncurrent assets .....................................                                      192,720
          Current liabilities ...................................                                       37,631
          Noncurrent liabilities ................................                                      199,232

     NINE MONTHS ENDED SEPTEMBER 30, 1998
     Results of operations
          Service income ........................................          (UK Pound)57,385   (UK Pound)48,926  (UK Pound)106,311
          Operating, selling, general and administrative expenses                   (43,690)           (38,244)           (81,934)
          Depreciation and amortization .........................                   (20,717)           (16,611)           (37,328)
          Operating loss ........................................                    (7,022)            (5,929)           (12,951)
          Net loss ..............................................                   (25,067)           (17,523)           (42,590)
          Company's equity in net loss ..........................                    (7,010)            (8,906)           (15,916)

     THREE MONTHS ENDED SEPTEMBER 30, 1998
     Results of operations
          Service income ........................................                    19,410             16,748             36,158
          Operating, selling, general and administrative expenses                   (14,414)           (13,037)           (27,451)
          Depreciation and amortization .........................                    (6,975)            (5,635)           (12,610)
          Operating loss ........................................                    (1,979)            (1,924)            (3,903)
          Net loss ..............................................                    (5,989)            (5,993)           (11,982)
          Company's equity in net loss ..........................                    (1,686)            (3,045)            (4,731)
</TABLE>

(1)  The Company sold its 27.5% interest in Birmingham Cable in October 1998.

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

3.   INVESTMENTS IN AFFILIATES - Continued

     Pursuant to the Telewest Agreement,  in August 1999, Telewest exercised its
     right to purchase  all of the  Company's  shares of Cable London and all of
     the Company's  related rights and interests for approximately (UK Pound)428
     million  in cash.  The  closing  of the sale is  expected  to take place in
     November  1999.  Included in Investment in Cable London PLC as of September
     30,  1999 and  December  31, 1998 are loans of (UK  Pound)28.5  million and
     accrued  interest  of (UK  Pound)10.2  million and (UK  Pound)8.6  million,
     respectively. The loans accrue interest at a rate of 2% above the published
     base  lending  rate  of  Barclays  Bank  plc  (7.25%  effective  rate as of
     September 30, 1999) and are subordinate to Cable London's credit  facility.
     Of these  loans,  (UK  Pound)21.0  million  as of  September  30,  1999 and
     December 31, 1998 are convertible into ordinary shares of Cable London at a
     per share conversion price of (UK Pound)2.00.  The sales price includes the
     repayment of these loans and accrued interest. The sale of the Cable London
     interest  is an "Asset  Sale" under the  Company's  11.2%  Senior  Discount
     Debentures.  The Company  will need to use an amount  equal to the proceeds
     from the sale to repay  subsidiary debt or invest in  "Replacement  Assets"
     within 365 days after the sale,  otherwise  the Company is required to make
     an offer to redeem the  Debentures at 100% of their accreted value up to an
     amount equal to the proceeds.

4.   JOINT PURCHASING ALLIANCE AGREEMENT

     Other assets  includes a deposit of (UK  Pound)47.5  million  which will be
     utilized under a Joint Purchasing  Alliance  Agreement entered into between
     subsidiaries   of  the  Company  and  Diamond  Cable   Communications   plc
     ("Diamond"),  a subsidiary of NTL, for combined fixed asset purchases.  The
     Company's original deposit was (UK Pound)51.9 million in March 1999.

5.   NOTE PAYABLE TO COMCAST U.K. HOLDINGS, INC.

     In  September  1999,  the  Company  repaid at maturity  the (UK  Pound)13.1
     million due under its note payable to Comcast U.K. Holdings, Inc.

6.   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.

7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company made cash  payments for interest of (UK  Pound)573,000  and (UK
     Pound)6.3 million during the nine months ended September 30, 1999 and 1998,
     respectively.

     The Company's wholly owned subsidiaries  incurred capital lease obligations
     of (UK Pound)138,000 and (UK Pound)2.2 million during the nine months ended
     September 30, 1999 and 1998, respectively.

                                        7
<PAGE>
                       NTL (BERMUDA) LLC AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1999


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

Overview

NTL (Bermuda) LLC (the "Company") and its subsidiaries  are principally  engaged
in the development,  construction,  management and operation of companies in the
cable television and  telecommunications  industry in England.  The Company owns
the companies that have franchises for Darlington and Teesside  ("Teesside") and
Cambridge  Holding  Company  Limited  ("Cambridge").  The Company also has a 50%
interest  in Cable  London PLC ("Cable  London")  which it has agreed to sell to
Telewest Communications PLC ("Telewest").  The Company owned a 27.5% interest in
Birmingham  Cable  Corporation  Limited  ("Birmingham  Cable")  which it sold to
Telewest in October 1998.

On November 12, 1999,  the Company  converted  to a Delaware  limited  liability
company and thereby  changed its name to NTL (Bermuda)  LLC.  Under the Delaware
Limited Liability Company Act, the Company is deemed to be the same entity as it
was prior to the conversion.

Liquidity and Capital Resources

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

The Company will require  approximately  (UK Pound)30.1  million from October 1,
1999  through  December  31,  2000 for  capital  expenditures  net of cash  from
operations.  Management believes that the entire (UK Pound)30.1 million required
will be funded through the Joint Purchasing  Alliance  Agreement  deposit of (UK
Pound)47.5  million or cash on hand. The Company's ability to meet its long-term
liquidity and capital  requirements  is contingent upon Teesside and Cambridge's
ability to generate  positive  operating cash flow, or, if necessary,  to obtain
external  financing,  although there can be no assurance that any such financing
will be obtained on acceptable terms and conditions.

In August  1998,  the  Company  and NTL  Incorporated  ("NTL")  entered  into an
agreement with Telewest relating to the Company's and Telewest's  respective 50%
ownership  interests  in Cable  London and certain  other  related  matters (the
"Telewest  Agreement").  Pursuant to the  Telewest  Agreement,  in August  1999,
Telewest  exercised its right to purchase all of the  Company's  shares of Cable
London and all of the Company's  related rights and interests for  approximately
(UK Pound)428 million in cash. The closing of the sale is expected to take place
in November 1999. The sale of the Cable London interest is an "Asset Sale" under
the 2007  Discount  Debentures.  The Company will need to use an amount equal to
the proceeds from the sale to repay  subsidiary  debt or invest in  "Replacement
Assets"  within 365 days after the sale,  otherwise  the  Company is required to
make an offer to redeem the 2007 Discount  Debentures at 100% of their  accreted
value up to an amount equal to the proceeds.

Year 2000 Issue

Strategy

The Company's  operations are conducted through Teesside and Cambridge,  each of
which has different  configurations of hardware and software. The Company itself
is a holding  company with very limited  activities.  The Company uses  personal
computers and software that are Year 2000 ready. The Cambridge and Teesside Year
2000 programs have been integrated into the NTL Incorporated program.

                                        8
<PAGE>
                       NTL (BERMUDA) LLC AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1999

Status to Date

Teesside  and  Cambridge   utilize   hardware  and  software  from  vendors  for
substantially all of their activities,  including billing,  customer service and
the operation of the network.  Teesside and  Cambridge,  therefore,  are working
with these  third-party  vendors to ensure  Year 2000  readiness.  Teesside  and
Cambridge  have  received  Year 2000  ready  upgrades  from  vendors of its main
service  platforms,  including  vendors  of its  telephony  switches,  cable  TV
subsystems,  and customer management systems ("CMS") that they expect to be Year
2000 ready.  The only  significant  effort  remaining is for the Cambridge  CMS,
which has been tested and modified on a development system. Full installation on
the operational systems will be completed by December 1999.

Costs

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

For the  smaller  systems,  such as PCs,  there  has been some  acceleration  of
routine  replacement and upgrades to ensure all systems are Year 2000 ready. The
Company estimates that this will cost approximately (UK Pound)600,000 in 1999.

Risks and Contingency Plans

The  Company  currently  believes  that the most  reasonably  likely  worst case
scenario  with  respect to the Year 2000 is the  failure  of public  electricity
supplies during the millennium period. A number of critical sites have permanent
automatic standby generators and uninterruptible power supplies.  Where critical
sites do not have  permanent  standby power,  the Company  intends to deploy its
mobile generators.  In addition,  other telephone  operators have suggested that
the  telephone  network may overload due to  excessive  traffic.  The Company is
reviewing its "cold start" scenarios and alternative  interconnection  routes in
the event of interruptions in the service of other telephone  companies.  Either
or both of the above mentioned scenarios could have a material adverse effect on
operations,  although it is not  possible at this time to quantify the amount of
revenues  and  gross  profit  that  might be lost,  or the costs  that  could be
incurred.

During the remainder of 1999, the Company may discover  additional  problems and
may not be able to develop,  implement or test remediation or contingency plans,
or may find that the costs of these activities exceed current  expectations.  In
many cases,  the Company is relying on assurances  from  suppliers  that new and
upgraded  information  systems and other  products will be Year 2000 ready.  The
Company has tested these  third-party  products,  but because the Company uses a
variety of  information  systems  and has  additional  systems  embedded  in its
operations  and  infrastructure,  the  Company  cannot  be sure  that all of its
systems  will work  together  in a Year  2000-ready  fashion.  Furthermore,  the
Company cannot be sure that it will not suffer  business  interruptions,  either
because of its own Year 2000  problems or those of  third-parties  upon whom the
Company is reliant for services.  The Company is continuing to evaluate its Year
2000-related risks and corrective  actions.  However,  the risks associated with
the Year 2000  problem are  pervasive  and  complex;  they can be  difficult  to
identify and address,  and can result in material  adverse  consequences  to the
Company. Even if the Company, in a timely manner,  completes all of the upgrades
that are  believed  to be  adequate,  and  develops  contingency  plans that are
believed to be adequate,  some  problems may not be  identified  or corrected in
time to prevent material adverse consequences to the Company.

Condensed Consolidated Statements of Cash Flows

Net cash provided by operating activities amounted to (UK Pound)19.0 million and
(UK  Pound)9.3  million for the nine months ended  September  30, 1999 and 1998,
respectively.  The increase in net cash provided by operating  activities is due
to the  increase in the  Company's  operating  income  before  depreciation  and
amortization  and from the effect of favorable  changes in the exchange  rate on
the Company's dollar denominated 2007 Discount Debentures.

Net cash (used in) provided by financing activities amounted to ((UK Pound)14.8)
million and (UK Pound)88.8  million for the nine months ended September 30, 1999
and 1998,  respectively.  During the nine months ended  September 30, 1999,  net
cash used

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

in financing activities includes the repayment at maturity of the (UK Pound)13.1
million due under the note payable to Comcast  U.K.  Holdings,  Inc.  During the
nine months ended September 30, 1998, net cash provided by financing  activities
includes (UK  Pound)93.0  million of borrowings  under a credit  facility from a
consortium of banks that was repaid in October 1998,  offset by financing  costs
of (UK Pound)1.6 million.

Net cash used in investing activities amounted to (UK Pound)88.5 million and (UK
Pound)49.1  million  for the nine  months  ended  September  30,  1999 and 1998,
respectively.  During the nine months ended September 30, 1999, net cash used in
investing activities includes the Joint Purchasing Alliance Agreement deposit of
(UK Pound)51.9  million for combined purchases of fixed assets by NTL affiliates
and capital expenditures of (UK Pound)36.5 million. During the nine months ended
September  30, 1998,  net cash used in  investing  activities  includes  capital
expenditures of (UK Pound)47.0  million and capital  contributions  and loans to
affiliates of (UK Pound)1.8 million.

Results of Operations

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

<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                               September 30,                    Increase/(Decrease)
                                                         1999                1998              (UK Pound)        %
                                                   ----------------    ----------------   ----------------   ---------
<S>                                                <C>                 <C>                <C>                 <C>
Revenues                                           (UK Pound)72,240    (UK Pound)56,532   (UK Pound)15,708      27.8%
Operating, selling, general and
  administrative expenses                                    53,650              44,236              9,414      21.3
Management fees                                                  --               2,174             (2,174)       NM
                                                   ----------------    ----------------
Operating income before depreciation and
  amortization                                               18,590              10,122              8,468      83.7
Depreciation and amortization                                26,547              22,952              3,595      15.7
                                                   ----------------    ----------------
Operating loss                                               (7,957)            (12,830)            (4,873)    (38.0)
                                                   ----------------    ----------------
Interest expense                                             23,650              26,751             (3,101)    (11.6)
Investment income                                            (3,565)             (6,752)            (3,187)    (47.2)
Equity in net losses of affiliates                            5,573              15,916            (10,343)    (65.0)
Amalgamation costs                                              145                  --                145        NM
Exchange losses (gains) and other                             3,455              (4,238)             7,693        NM
                                                   ----------------    ----------------
Net loss                                          ((UK Pound)37,215)  ((UK Pound)44,507)  ((UK Pound)7,292)    (16.4%)
                                                   ================    ================
</TABLE>

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                               September 30,                    Increase/(Decrease)
                                                         1999                1998              (UK Pound)        %
                                                   ----------------    ----------------   ----------------   ---------
<S>                                               <C>                  <C>                 <C>               <C>
Revenues                                           (UK Pound)24,760    (UK Pound)19,944    (UK Pound)4,816      24.1%
Operating, selling, general and
  administrative expenses                                    17,618              15,278              2,340      15.3
Management fees                                                  --                 704               (704)       NM
                                                   ----------------    ----------------
Operating income before depreciation and
  amortization                                                7,142               3,962              3,180      80.3
Depreciation and amortization                                 9,020               8,268                752       9.1
                                                   ----------------    ----------------
Operating loss                                               (1,878)             (4,306)            (2,428)    (56.4)
                                                   ----------------    ----------------
Interest expense                                              8,114               9,344             (1,230)    (13.2)
Investment income                                              (885)             (2,263)            (1,378)    (60.9)
Equity in net losses of affiliates                            1,601               4,731             (3,130)    (66.2)
Exchange gains and other                                    (10,266)             (3,388)            (6,878)       NM
                                                   ----------------    ----------------
Net loss                                             ((UK Pound)442)  ((UK Pound)12,730) ((UK Pound)12,288)       NM
                                                   ================    ================
</TABLE>

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

Substantially all of the increases in revenues,  operating, selling, general and
administrative  expenses and depreciation and amortization  expense for the nine
and three months  ended  September  30, 1999,  as compared to the same period in
1998, are attributable to the effects of the continued development of operations
and  increased  business  activity  resulting  from the  growth in the number of
subscribers in Teesside and Cambridge. These trends are expected to continue for
the foreseeable future.

The Company's former parent and one of its former affiliates provided management
services to the  Company.  The  management  agreement  was  terminated  upon the
Amalgamation with NTL.

Interest expense for the nine and three months ended September 30, 1999 and 1998
was (UK Pound)23.7 million,  (UK Pound)26.8  million,  (UK Pound)8.1 million and
(UK Pound)9.3  million,  respectively,  representing  decreases of (UK Pound)3.1
million and (UK  Pound)1.2  million from 1998 as compared to the same periods in
1999.  The  decreases are  primarily  attributable  to the repayment of the bank
credit facility in October 1998.

Investment  income for the nine and three  months ended  September  30, 1999 and
1998 was (UK Pound)3.6 million, (UK Pound)6.8 million, (UK Pound)885,000 and (UK
Pound)2.3 million, respectively, representing decreases of (UK Pound)3.2 million
and (UK Pound)1.4 million from 1998 as compared to the same periods in 1999. The
decreases are primarily due to decreases in the average cash balances  available
for investment in 1999 as compared to the same period in 1998.

Equity in net losses of affiliates for the nine and three months ended September
30,  1999  and 1998 was (UK  Pound)5.6  million,  (UK  Pound)15.9  million,  (UK
Pound)1.6  million  and  (UK  Pound)4.7  million,   respectively,   representing
decreases  of (UK  Pound)10.3  million and (UK  Pound)3.1  million  from 1998 as
compared to the same periods in 1999. The decreases are  attributable to reduced
losses of Cable London in 1999 and the sale of Birmingham Cable in October 1998.

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

Exchange  losses (gains) and other for the nine and three months ended September
30, 1999 and 1998 were (UK Pound)3.5  million,  ((UK  Pound)4.2)  million,  ((UK
Pound)10.3)  million and ((UK  Pound)3.4)  million,  respectively,  representing
changes of (UK Pound)7.7 million and (UK Pound)6.9 million from 1998 as compared
to the same periods in 1999. These changes primarily resulted from the impact of
fluctuations  in the  valuation  of the UK Pound  Sterling on the 2007  Discount
Debentures,  which are  denominated  in United  States  dollars.  The  Company's
results  of   operations   will   continue  to  be  affected  by  exchange  rate
fluctuations.

                                       11
<PAGE>
                       NTL (BERMUDA) LLC AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1999


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:

               27.0 Financial Data Schedule.

          (b)  Reports on Form 8-K:

               During the quarter ended  September 30, 1999, the Company filed a
               Current  Report on Form 8-K dated  September  17, 1999  reporting
               under Item 5, Other  Events,  that  Telewest  Communications  PLC
               exercised  its right to purchase all of the  Company's  shares of
               Cable  London  PLC and all of the  Company's  related  rights and
               interests  for the purchase  price of  approximately  428 million
               pounds sterling in cash. No financial  statements were filed with
               this report.


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

                                    SIGNATURE

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


                                           NTL (BERMUDA) LLC






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





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

                                       13