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, 1997

                                       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
           (809) 295-5950                            (215) 665-1700
--------------------------------------------------------------------------------
   (Address, including zip code, and         (Name, address, including zip code,
  telephone number, including area code,       and telephone number, including
of Registrant's principal executive offices)   area code, of agent for service)

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

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

         Yes  X                                            No

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

As of  September  30,  1997,  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 SEPTEMBER 30, 1997

                                TABLE OF CONTENTS

                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements

                    Condensed Consolidated Balance
                    Sheet as of September 30, 1997 and December 31,
                    1996 (Unaudited)...........................................2

                    Condensed Consolidated Statement of
                    Operations and Accumulated Deficit for
                    the Nine and Three Months Ended September 30,
                    1997 and 1996 (Unaudited)..................................3

                    Condensed Consolidated Statement of Cash
                    Flows for the Nine Months Ended September 30,
                    1997 and 1996 (Unaudited)..................................4

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

          Item 2.   Management's Discussion and Analysis
                    of Financial Condition and Results of
                    Operations..............................................9-15

PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings.........................................16

          Item 6.   Exhibits and Reports on Form 8-K..........................16

          SIGNATURE...........................................................17

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

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,   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 SEPTEMBER 30, 1997

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   September 30,     December 31,
                                                                                       1997              1996
                                                                               (in (UK Pound)000's, except share data)
<S>                                                                              <C>               <C>
ASSETS

CURRENT ASSETS
   Cash and cash equivalents.....................................................(UK Pound)46,424  (UK Pound)63,314
   Short-term investments........................................................          15,661            61,466
   Accounts receivable, less allowance for doubtful accounts of
     (UK Pound)2,067 and (UK Pound)1,338.........................................           3,442             2,922
   Other current assets..........................................................           4,689             5,359
                                                                                  ---------------   ---------------
       Total current assets......................................................          70,216           133,061
                                                                                  ---------------   ---------------

INVESTMENTS IN AFFILIATES........................................................          66,189            69,472
                                                                                  ---------------   ---------------

PROPERTY AND EQUIPMENT...........................................................         292,895           232,112
   Accumulated depreciation .....................................................         (27,958)          (13,765)
                                                                                  ---------------   ---------------
   Property and equipment, net...................................................         264,937           218,347
                                                                                  ---------------   ---------------


DEFERRED CHARGES.................................................................          61,554            60,867
   Accumulated amortization......................................................         (12,609)           (8,379)
                                                                                  ---------------   ---------------
   Deferred charges, net.........................................................          48,945            52,488
                                                                                  ---------------   ---------------

FOREIGN EXCHANGE PUT OPTIONS AND OTHER, net......................................           8,930            11,002
                                                                                  ---------------   ---------------

                                                                                (UK Pound)459,217 (UK Pound)484,370
                                                                                 ================  ================
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses.........................................(UK Pound)26,263  (UK Pound)23,086
   Current portion of long-term debt.............................................           1,664             1,463
   Foreign exchange call options.................................................              81             4,086
   Due to affiliates.............................................................             912               676
                                                                                  ---------------   ---------------
       Total current liabilities.................................................          28,920            29,311
                                                                                  ---------------   ---------------

LONG-TERM DEBT, less current portion.............................................         232,126           202,626
                                                                                  ---------------   ---------------

FOREIGN EXCHANGE CALL OPTIONS....................................................           2,447             3,079
                                                                                  ---------------   ---------------

LONG-TERM DEBT, due to shareholder...............................................          11,022            10,322
                                                                                  ---------------   ---------------

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...........................................................        (174,347)         (120,017)
                                                                                  ---------------   ---------------
       Total shareholders' equity................................................         184,702           239,032
                                                                                  ---------------   ---------------
                                                                                (UK Pound)459,217 (UK Pound)484,370
                                                                                 ================  ================
</TABLE>

See notes to condensed consolidated financial statements.

                                        2
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997
     CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Nine Months Ended                        Three Months Ended
                                                                  September 30,                             September 30,
                                                            1997                 1996                 1997                  1996
                                                                       (in  (UK Pound)000's, except per share data)
<S>                                                 <C>                  <C>                  <C>                   <C>  

REVENUES
   Service income.................................  (UK Pound)39,166     (UK Pound)21,042     (UK Pound)13,961      (UK Pound)9,866
   Consulting fee income..........................               776                  834                  280                  224
                                                   -----------------    -----------------    -----------------    -----------------
                                                              39,942               21,876               14,241               10,090
                                                   -----------------    -----------------    -----------------    -----------------

COSTS AND EXPENSES
   Operating......................................            14,484                8,303                4,590                3,898
   Selling, general and administrative............            22,720               17,340                7,902                7,735
   Management fees................................             2,494                2,144                  787                  812
   Depreciation and amortization..................            18,830               11,380                6,641                5,043
                                                   -----------------    -----------------    -----------------    -----------------
                                                              58,528               39,167               19,920               17,488
                                                   -----------------    -----------------    -----------------    -----------------

OPERATING LOSS....................................           (18,586)             (17,291)              (5,679)              (7,398)

INVESTMENT (INCOME) EXPENSE
   Interest expense...............................            18,706               17,674                6,421                6,029
   Investment income..............................            (5,807)             (10,208)              (1,781)              (2,606)
   Equity in net losses of affiliates.............            15,509               13,806                5,195                4,166
   Exchange losses (gains) and other..............             7,336                 (713)               5,168                 (416)
                                                   -----------------    -----------------    -----------------    -----------------
                                                              35,744               20,559               15,003                7,173
                                                   -----------------    -----------------    -----------------    -----------------

NET LOSS..........................................           (54,330)             (37,850)             (20,682)             (14,571)

ACCUMULATED DEFICIT
    Beginning of period ..........................          (120,017)             (79,442)            (153,665)            (102,721)
                                                   -----------------    -----------------    -----------------    -----------------

    End of period.................................((UK Pound)174,347)  ((UK Pound)117,292)  ((UK Pound)174,347)  ((UK Pound)117,292)
                                                   =================    =================    =================    =================


NET LOSS PER SHARE................................   ((UK Pound)1.08)      ((UK Pound).80)      ((UK Pound).41)      ((UK Pound).30)
                                                   =================    =================    =================    =================

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING DURING THE PERIOD..........            50,105               47,583               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 SEPTEMBER 30, 1997
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Nine Months Ended September 30,
                                                                         1997                       1996
                                                                    (UK Pound)000              (UK Pound)000
<S>                                                               <C>                       <C>   
OPERATING ACTIVITIES
    Net loss......................................................((UK Pound)54,330)        ((UK Pound)37,850)
    Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization..............................           18,830                    11,380
       Amortization on foreign exchange contracts.................            2,072                     2,054
       Non-cash interest expense..................................           18,300                    17,416
       Non-cash investment income.................................           (1,825)                   (2,429)
       Exchange losses (gains)....................................            7,116                    (2,998)
       Equity in net losses of affiliates.........................           15,509                    13,806
       Increase in foreign exchange contracts, net................                                         19
                                                                    ---------------          ----------------
                                                                              5,672                     1,398

       (Decrease) increase in accounts receivable, 
          other current assets and other..........................           (1,603)                       25
       Increase in accounts payable and accrued expenses..........            3,177                       809
       Increase (decrease) in due to affiliates...................              236                    (1,295)
                                                                    ---------------          ----------------

              Net cash provided by operating activities...........            7,482                       937
                                                                    ---------------          ----------------

FINANCING ACTIVITIES
    Repayment of debt.............................................              (23)                      (28)
                                                                    ---------------          ----------------

              Net cash used in financing activities...............              (23)                      (28)
                                                                    ---------------          ----------------

INVESTING ACTIVITIES
    Acquisition, net of cash acquired.............................                                    (10,373)
    Proceeds from sales of short-term investments, net............           45,805                    18,217
    Capital contributions and loans to affiliates.................           (8,670)                   (9,164)
    Capital expenditures and other................................          (60,797)                  (51,675)
    Additions to deferred charges.................................             (687)                     (274)
                                                                    ---------------          ----------------

              Net cash used in investing activities...............          (24,349)                  (53,269)
                                                                    ---------------          ----------------

DECREASE IN CASH AND CASH EQUIVALENTS.............................          (16,890)                  (52,360)

CASH AND CASH EQUIVALENTS, beginning of period....................           63,314                   162,231
                                                                    ---------------          ----------------

CASH AND CASH EQUIVALENTS, end of period.......................... (UK Pound)46,424         (UK Pound)109,871
                                                                    ===============          ================
</TABLE>

See notes to condensed consolidated financial statements.

                                        4
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The condensed  consolidated  balance sheet as of December 31, 1996 has been
     condensed from the audited  consolidated balance sheet as of that date. The
     condensed  consolidated  balance  sheet  as  of  September  30,  1997,  the
     condensed  consolidated statement of operations and accumulated deficit for
     the  nine  and  three  months  ended  September  30,  1997 and 1996 and the
     condensed  consolidated  statement  of cash flows for the nine months ended
     September 30, 1997 and 1996 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 September
     30, 1997 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, 1996 Annual Report on Form 10-K filed with the  Securities and Exchange
     Commission.  The results of operations for the periods ended  September 30,
     1997 are not necessarily indicative of operating results for the full year.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     New Accounting Pronouncement
     In February 1997, the Financial Accounting Standards Board issued Statement
     of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share." This
     statement,   which  clarifies  and  supersedes  the  current  authoritative
     accounting  literature regarding the computation and disclosure of earnings
     per share,  is  effective  for  interim  and annual  periods  ending  after
     December  15, 1997 and may not be applied  earlier.  The  Company  does not
     expect  adoption of this statement to result in significant  changes to the
     Company's calculation or presentation of net loss per share.

     Reclassifications
     Certain  reclassifications  have  been  made to the  prior  year  condensed
     consolidated  financial statements to conform to those classifications used
     in 1997.

3.   SINGTEL TRANSACTION

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

     The following  unaudited pro forma information has been presented as if the
     Singtel  Transaction  had occurred on January 1, 1996.  This  unaudited pro
     forma information is based on historical results of operations adjusted for
     acquisition  costs and, in the opinion of  management,  is not  necessarily
     indicative  of what results  would have been had the Company  owned 100% of
     Cambridge  Cable  since  January  1, 1996 (in  thousands,  except per share
     data).

                                        5
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)


                                                         Nine Months Ended
                                                        September 30, 1996

     Revenues......................................      (UK Pound)28,099

     Net loss......................................               (39,575)

     Net loss per share............................                  (.79)

4.   INVESTMENTS IN AFFILIATES

     The Company has  historically  invested in three  affiliates  (the  "Equity
     Investees,"  which term excludes  Cambridge  Cable as of and  subsequent to
     March  31,  1996  - see  Note  3):  Birmingham  Cable  Corporation  Limited
     ("Birmingham  Cable"),  Cable  London PLC ("Cable  London")  and  Cambridge
     Cable.  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 September 30,
     1997,  the  Company's  ownership  interest  in the Equity  Investees  is as
     follows:

              Birmingham Cable................................27.5%
              Cable London (1)................................50.0%
     ---------------
     (1)  Increased  in  September  1996 from 49.0% due to the buyout of certain
          minority shareholders.

     Included in investments in affiliates as of September 30, 1997 and December
     31,  1996,  are loans to Cable  London of (UK  Pound)28.5  million  and (UK
     Pound)22.5  million and accrued  interest of (UK Pound)5.3  million and (UK
     Pound)3.6 million,  respectively. The loans accrue interest at a rate of 2%
     above the published base lending rate of Barclays Bank plc (9.00% effective
     rate as of September 30, 1997) and are  subordinate to the London  Revolver
     (see below).  Of these loans,  (UK  Pound)21.0  million as of September 30,
     1997 and December 31, 1996 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 September 30, 1997 are loans to Birmingham
     Cable of (UK Pound)1.9  million and accrued  interest of (UK  Pound)95,000.
     The Birmingham Cable loans accrue interest at a rate of 2% above the London
     Interbank  Offered Rate ("LIBOR") (7.80% effective rate as of September 30,
     1997) and are subordinate to Birmingham Cable's credit facility.

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

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

                                        6
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997
        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         Cambridge
                                                                   Cable            London            Cable          Combined
                                                              (UK Pound)000     (UK Pound)000     (UK Pound)000    (UK Pound)000
<S>                                                         <C>               <C>                <C>             <C>   
     NINE MONTHS ENDED SEPTEMBER 30, 1997
     Results of operations
         Service income...................................  (UK Pound)49,146  (UK Pound)38,162   (UK Pound)      (UK Pound)87,308
         Operating, selling, general and
           administrative expenses........................           (42,411)          (34,007)                           (76,418)
         Depreciation and amortization....................           (18,031)          (13,930)                           (31,961)
         Operating loss...................................           (11,296)           (9,775)                           (21,071)
         Net loss.........................................           (21,715)          (18,625)                           (40,340)
         Company's equity in net loss.....................            (6,077)           (9,432)                           (15,509)

     THREE MONTHS ENDED SEPTEMBER 30, 1997
     Results of operations
         Service income...................................            17,346            13,469                             30,815
         Operating, selling, general and
           administrative expenses........................           (14,766)          (11,713)                           (26,479)
         Depreciation and amortization....................            (4,996)           (5,040)                           (10,036)
         Operating loss...................................            (2,416)           (3,284)                            (5,700)
         Net loss.........................................            (6,351)           (6,746)                           (13,097)
         Company's equity in net loss.....................            (1,782)           (3,413)                            (5,195)

     AT SEPTEMBER 30, 1997
     Financial position
         Current assets...................................            17,768             9,900                             27,668
         Noncurrent assets................................           250,222           180,592                            430,814
         Current liabilities..............................            27,943            20,815                             48,758
         Noncurrent liabilities...........................           158,607           163,402                            322,009

     NINE MONTHS ENDED SEPTEMBER 30, 1996
     Results of operations
         Service income...................................            38,708            28,812             6,401           73,921
         Operating, selling, general and
           administrative expenses........................           (32,862)          (28,706)           (6,366)         (67,934)
         Depreciation and amortization....................           (14,127)          (10,721)           (2,168)         (27,016)
         Operating loss...................................            (8,281)          (10,615)           (2,133)         (21,029)
         Net loss.........................................           (14,282)          (15,647)           (4,419)         (34,348)
         Company's equity in net loss.....................            (3,922)           (7,674)           (2,210)         (13,806)

     THREE MONTHS ENDED SEPTEMBER 30, 1996
     Results of operations
         Service income...................................            13,478            10,168                             23,646
         Operating, selling, general and
           administrative expenses........................           (11,421)          (10,058)                           (21,479)
         Depreciation and amortization....................            (4,793)           (3,828)                            (8,621)
         Operating loss...................................            (2,736)           (3,718)                            (6,454)
         Net loss.........................................            (5,121)           (5,618)                           (10,739)
         Company's equity in net loss.....................            (1,406)           (2,760)                            (4,166)
</TABLE>

                                        7
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)


5.   LONG-TERM DEBT

     The accreted value of the Company's  11.20% Senior Discount  Debentures due
     2007 (the "2007 Discount  Debentures") was (UK Pound)227.4  million and (UK
     Pound)198.1  million  as of  September  30,  1997 and  December  31,  1996,
     respectively.  The 2007 Discount Debentures contain  restrictive  covenants
     which limit the Company's ability to pay dividends.

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

     Management fee expense is incurred under agreements  between the Company on
     the  one  hand,  and  Comcast   Corporation   ("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 September 30,
     1997 and December 31, 1996,  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 nine and three months ended September 30, 1997 and 1996, investment
     income  includes  (UK  Pound)1.8  million,   (UK  Pound)2.4  million,   (UK
     Pound)676,000  and (UK  Pound)409,000  of  interest  income,  respectively,
     relating to the loans to  Birmingham  Cable and Cable  London  described in
     Note 4. In addition,  investment income for the nine months ended September
     30, 1996  includes (UK  Pound)1.2  million of interest  income  relating to
     loans to Cambridge Cable which were eliminated in  consolidation  effective
     March 31, 1996 (see Note 3).

     Long-term debt due to shareholder consists of 9% Subordinated Notes payable
     to Comcast UK  Holdings,  Inc.,  an indirect  wholly  owned  subsidiary  of
     Comcast,  which  are due in  1999.  For the  nine and  three  months  ended
     September 30, 1997 and 1996, the Company  recorded (UK  Pound)700,000,  (UK
     Pound)641,000,  (UK Pound)239,000 and (UK Pound)218,000,  respectively,  of
     interest expense relating to such notes.

     In management's  opinion,  the foregoing  transactions were entered into on
     terms no more 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
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997

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"),   is
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 September 30, 1997, 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.

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 September 30, 1997, the Operating
Companies'  systems passed more than 1,147,000 homes or approximately 72% of the
homes in their franchise  areas and served more than 285,000 cable  subscribers,
335,000  residential   telephony   subscribers  and  10,500  business  telephony
subscribers.

The Company  accounts  for its  interests in  Birmingham  Cable and Cable London
under the equity method.  Through March 31, 1996, the Company also accounted for
its  interest  in  Cambridge   Cable  under  the  equity   method  (see  below).
Collectively, Birmingham Cable, Cable London and Cambridge Cable are referred to
herein as the "Equity  Investees" (which term excludes Cambridge Cable as of and
subsequent to March 31, 1996).

General Developments of Business

Singtel Transaction

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

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

                                        9
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997

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  have not paid any dividends or advances to the Company and
are not expected to pay any dividends or advances in the foreseeable future.

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
significant 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)66.4  million,  (UK Pound)67.0  million,
(UK  Pound)16.7  million and (UK  Pound)21.2  million  during the nine and three
months ended September 30, 1997 and 1996,  respectively.  Of these amounts,  (UK
Pound)8.7  million,  (UK Pound)9.2  million,  (UK  Pound)9,000 and (UK Pound)1.7
million relate to capital contributions and loans to the Equity Investees during
the nine and three  months  ended  September  30,  1997 and 1996,  respectively.
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
interest in the Equity Investees.

The Company estimates that the Operating  Companies will require an aggregate of
approximately (UK Pound)280 million to (UK Pound)370 million after September 30,
1997 to complete the build-out of their  systems.  Although the Company  expects
that its strategic and financial  partners in the Equity  Investees will provide
their share of such funds,  they are not  contractually  obligated to do so, and
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
existing or 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.  Failure of any
Operating Company to obtain financing necessary to complete the build-out of its
systems could result in the loss of its cable franchises and licenses.

The  Company is exposed to market  risk  including  changes in foreign  currency
exchange  rates.  To manage the  volatility  relating  to these  exposures,  the
Company enters into various  derivative  transactions  pursuant to the Company's
policies in areas such as counterparty exposure and hedging practices. Positions
are monitored using techniques including market value and sensitivity  analysis.
The Company  does not hold or issue any  derivative  financial  instruments  for
trading purposes and is not a party to leveraged  instruments.  The credit risks
associated with the Company's  derivative  financial  instruments are controlled
through  the  evaluation  and   monitoring  of  the   creditworthiness   of  the
counterparties.  Although  the  Company may be exposed to losses in the event of
nonperformance by the  counterparties,  the Company does not expect such losses,
if any, to be significant.

The Company has entered into certain  foreign  exchange  option  contracts  ("FX
Options")  as a normal part of its foreign  currency  risk  management  efforts.
During  1995,  the Company  entered  into  certain  foreign  exchange put option
contracts  ("FX Puts") which may be settled only on November 16, 2000.  These FX
Puts are used to limit the Company's exposure to the risk that the eventual cash
outflows  related to net monetary  liabilities  denominated in currencies  other
than its functional currency (the UK Pound Sterling or "UK Pound")  (principally
the 2007  Discount  Debentures)  are  adversely  affected by changes in exchange
rates.  As of September  30, 1997 and  December  31,  1996,  the Company had (UK
Pound)250.0  million notional amount of FX Puts to purchase United States ("US")
dollars at an exchange

                                       10
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997

ratio of $1.35 per (UK Pound)1.00 (the "Ratio"). The FX Puts provide a hedge, to
the extent the exchange  ratio falls below the Ratio,  against the Company's net
monetary  liabilities  denominated in US dollars since gains and losses realized
on the FX Puts are offset against  foreign  exchange gains or losses realized on
the underlying net liabilities.  Premiums paid for the FX Puts of (UK Pound)13.9
million are included in foreign  exchange put options and other in the Company's
condensed  consolidated  balance  sheet,  net  of  related  amortization.  These
premiums  are being  amortized  over the terms of the related  contracts of five
years.

During 1995, in order to reduce hedging costs, the Company sold foreign exchange
call option contracts ("FX Calls") to exchange (UK Pound)250.0  million notional
amount and received (UK Pound)3.4  million.  These contracts may only be settled
on their expiration dates. Of these contracts,  (UK Pound)200.0 million notional
amount, with an exchange ratio of $1.70 per (UK Pound)1.00,  expired unexercised
in November 1996 while the remaining  contract,  with a (UK  Pound)50.0  million
notional  amount  and an  exchange  ratio of  $1.62  per (UK  Pound)1.00,  has a
settlement  date in November  2000.  In the fourth  quarter of 1996, in order to
continue to reduce hedging costs,  the Company sold additional FX Calls, for (UK
Pound)2.1  million,  to exchange  (UK  Pound)200.0  million  notional  amount at
average exchange ratio of $1.75 per (UK Pound)1.00.  These contracts may only be
settled on their  expiration  dates  during the fourth  quarter of 1997.  The FX
Calls are classified as current or long-term foreign exchange call options based
on  their  maturity  date and are  marked-to-market  on a  current  basis in the
Company's  condensed   consolidated  statement  of  operations  and  accumulated
deficit.  Changes in fair value  between  measurement  dates  relating to the FX
Calls  resulted in exchange  (gains)  losses of ((UK  Pound)4.6)  million,  ((UK
Pound)1.2) million,  ((UK  Pound)845,000) and (UK Pound)351,000  during the nine
months and three months ended September 30, 1997 and 1996, respectively.

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 to obtain external  financing,  although there can be no
assurance  that any such  financing  will be available on  acceptable  terms and
conditions.  The Company  believes that its existing cash, cash  equivalents and
short-term investments will be sufficient to fund the Company's expected capital
contributions  and  loans to  Birmingham  Cable  and  Cable  London  and to fund
development  and  construction  costs  for  Cambridge  Cable and  Teesside  (see
discussion of the Operating Companies' financing assumptions below).

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  and cash from the  issuance  of  Birmingham
Cable's  preference shares. In July 1997, the preference  shareholder  exercised
its option to require Birmingham Cable to purchase its shareholding. The Company
funded the  redemption of the  preference  shares with the proceeds from its (UK
Pound)175.0  million  revolving credit facility (the "Birmingham  Facility") and
restricted cash and settled its five year (UK Pound)175.0  million interest rate
exchange agreement with Barclays Bank PLC.

The Company estimates that  approximately (UK Pound)7.0 million will be required
between  October 1, 1997 and  December  31,  1997 to  continue  development  and
construction of Birmingham Cable's  cable/telephony  network.  An additional (UK
Pound)20.0  million to (UK  Pound)40.0  million is  expected  to be  required to
complete  the  build-out  in  subsequent  years.  The Company  expects  that the
majority  of such funds will be  provided  by  borrowings  under the  Birmingham
Facility.  Any additional funding may come from the Company or its strategic and
financial  partners,  borrowings  under  new  credit  facilities  or from  other
sources,  although  there can be no assurance  that any such  financing  will be
available on acceptable terms and conditions.

                                       11
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997

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

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

The Company estimates that  approximately (UK Pound)8.0 million will be required
between  October 1, 1997 and  December  31,  1997 to  continue  development  and
construction  of Cable  London's  cable/telephony  network.  An  additional  (UK
Pound)80.0  million to (UK  Pound)100.0  million is  expected  to be required to
complete  the  build-out  in  subsequent  years.  The Company  expects  that the
majority of such funds will be provided by the London  Revolver.  Any additional
funding  may come from the  Company  or its  strategic  and  financial  partner,
borrowings under new credit facilities or from other sources, although there can
be no assurance that any such  financing  will be available on acceptable  terms
and conditions.

Cambridge Cable.  Prior to the Singtel  Transaction,  Cambridge  Cable's primary
source of funding had been capital  contributions and loans from the Company and
Singapore  Telecom.  The Company  estimates  that  approximately  (UK Pound)12.0
million  will be  required  between  October 1, 1997 and  December  31,  1997 to
continue  development  and  construction  of Cambridge  Cable's  cable/telephony
network.  An additional (UK  Pound)90.0  million to (UK  Pound)120.0  million is
expected to be required to complete  the  build-out  in  subsequent  years.  The
Company  expects  that such funds will be  provided by the  Company,  borrowings
under new credit facilities, which Cambridge Cable is currently seeking, or from
other  sources,  although there can be no assurance that any such financing will
be available on acceptable terms and conditions.

Teesside.  Historically,  Teesside's  primary source of funding has been capital
contributions  from the Company.  The Company  estimates that  approximately (UK
Pound)13.0  million  will be required  between  October 1, 1997 and December 31,
1997 to continue  development  and  construction  of Teesside's  cable/telephony
network.  An additional  (UK  Pound)50.0  million to (UK  Pound)70.0  million is
expected to be required to complete  the  build-out  in  subsequent  years.  The
Company  expects  that such funds will be  provided by the  Company,  borrowings
under new credit facilities,  which Teesside is currently seeking, or from other
sources,  although  there can be no assurance  that any such  financing  will be
available on acceptable terms and conditions.

Statement of Cash Flows

Cash and cash equivalents  decreased (UK Pound)16.9  million as of September 30,
1997 from December 31, 1996 and decreased (UK Pound)52.4 million as of September
30,  1996  from  December  31,  1995.  Decreases  in cash and  cash  equivalents
primarily resulted from cash flows from operating and investing activities which
are explained below.

Net cash provided by operating  activities amounted to (UK Pound)7.5 million and
(UK  Pound)937,000  for the nine  months  ended  September  30,  1997 and  1996,
respectively.  The  increase in net cash  provided by  operating  activities  as
compared 

                                       12
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997

to the prior year 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  used in  investing  activities  was (UK  Pound)24.3  million  and (UK
Pound)53.3  million  for the nine  months  ended  September  30,  1997 and 1996,
respectively.  During the nine months ended September 30, 1997, net cash used in
investing  activities includes capital  expenditures and other of (UK Pound)60.8
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)45.8  million.  During the nine months ended  September 30, 1996, net cash
used in investing activities includes the acquisition of Cambridge Cable, net of
cash acquired of $10.4 million, capital expenditures and other of (UK Pound)51.7
million and  capital  contributions  and loans to  affiliates  of (UK  Pound)9.2
million,  offset by proceeds  from the sales of  short-term  investments  of (UK
Pound)18.2 million.

Results of Operations

The Company

The Company  recognized  net losses of (UK  Pound)54.3  million,  (UK Pound)37.9
million,  (UK  Pound)20.7  million and (UK  Pound)14.6  million for the nine and
three  months  ended  September  30, 1997 and 1996,  respectively,  representing
increases of (UK Pound)16.4 million or 43% and (UK Pound)6.1 million or 42% from
1996 as compared to the same periods in 1997. The increases in the Company's net
loss are due to the effects of the Singtel Transaction,  decreases in investment
income due to the effects of lower average cash, cash equivalents and short-term
investment balances, the impact of fluctuations in the valuation of the UK Pound
on the 2007 Discount Debentures, which are denominated in US Dollars, and on the
Company's FX Calls, and the Company  recognizing its proportionate  share of the
Equity Investees' net losses.

Substantially  all of the  increases  in  service  income,  operating  expenses,
selling,  general and administrative  expenses and depreciation and amortization
expense for the nine and three months ended  September  30, 1997, as compared to
the same  periods  in 1996,  are  attributable  to the  effects  of the  Singtel
Transaction  and 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.

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 nine and three months ended September 30, 1997 and 1996
was (UK Pound)18.7 million,  (UK Pound)17.7  million,  (UK Pound)6.4 million and
(UK Pound)6.0 million, respectively,  representing increases of (UK Pound)1.0 or
6% and (UK  Pound)400,000  or 7% from 1996 as  compared  to the same  periods in
1997. The increases are primarily attributable to the compounding of interest on
the 2007 Discount  Debentures and the effects of foreign currency  exchange rate
fluctuations.

Investment  income for the nine and three  months ended  September  30, 1997 and
1996 was (UK Pound)5.8 million,  (UK Pound)10.2  million,  (UK Pound)1.8 million
and (UK Pound)2.6 million, respectively, representing decreases of (UK Pound)4.4
million or 43% and (UK  Pound)800,000  or 31% from 1996 as  compared to the same
periods in 1997.  The decreases are primarily  attributable  to the decreases in
the average balance of cash, cash equivalents and short-term investments held by
the Company  during 1997 as compared to the same periods in 1996 and the effects
of the Singtel Transaction.

                                       13
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997

Equity in net losses of affiliates for the nine and three months ended September
30,  1997 and 1996 was (UK  Pound)15.5  million,  (UK  Pound)13.8  million,  (UK
Pound)5.2  million  and  (UK  Pound)4.2  million,   respectively,   representing
increases of (UK Pound)1.7  million or 12% and (UK Pound)1.0 million or 24% from
1996 as compared to the same periods in 1997. The increases are  attributable to
increases in the net losses of Birmingham Cable and Cable London,  offset by the
effects of the Singtel Transaction.

Net  exchange  losses  (gains) and other  expenses for the nine and three months
ended   September   30,  1997  and  1996  were  (UK  Pound)7.3   million,   ((UK
Pound)713,000),  (UK Pound)5.2  million and ((UK  Pound)416,000),  respectively,
representing  changes of (UK Pound)8.0  million and (UK  Pound)5.6  million from
1996 as compared to the same periods in 1997.  These  changes  primarily  result
from the impact of  fluctuations  in the  valuation  of the UK Pound on the 2007
Discount  Debentures,  which are denominated in US Dollars, and on the Company's
FX Calls and on cash held in US Dollars.  The  Company's  results of  operations
will continue to be affected by exchange rate fluctuations.

The Operating Companies

Due to the similar nature of their  operations,  the following  discussion  with
respect to the Operating Companies' results of operations for the nine and three
months  ended  September  30,  1997 and  1996 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  September  30,  1997.  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, Cable London and Cambridge Cable
(through March 31, 1996) under the equity  method.  The results of operations of
Teesside and Cambridge  Cable  (subsequent  to March 31, 1996) are  consolidated
with those of the Company.

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 service income was (UK Pound)71.7 million, (UK Pound)52.5
million,  (UK  Pound)25.4  million and (UK  Pound)18.7  million for the nine and
three  months  ended  September  30, 1997 and 1996,  respectively,  representing
increases of (UK Pound)19.2 million or 37% and (UK Pound)6.7 million or 36% from
1996 as compared to the same periods in 1997. 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 nine
and three  months  ended  September  30, 1997 and 1996 is derived  from  monthly
subscription  charges relating  primarily to cable  communications  services and
approximately  one-half  of their  service  income for these  periods is derived
primarily from usage charges relating to telephony services.

Proportionate combined operating,  selling,  general and administrative expenses
were (UK Pound)65.9 million,  (UK Pound)54.9 million, (UK Pound)22.3 million and
(UK  Pound)19.8  million for the nine and three months ended  September 30, 1997
and 1996, respectively,

                                       14
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997

representing  increases  of (UK  Pound)11.0  million  or 20% and  (UK  Pound)2.5
million or 13% from 1996 as compared to the same periods in 1997.  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.

Proportionate  combined depreciation and amortization expense was (UK Pound)29.9
million,  (UK  Pound)21.9  million,  (UK  Pound)10.3  million and (UK  Pound)8.0
million  for the nine and  three  months  ended  September  30,  1997 and  1996,
respectively,  representing  increases of (UK  Pound)8.0  million or 37% and (UK
Pound)2.3  million  or 29% from 1996 as  compared  to the same  periods in 1997.
These 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)15.7  million,  (UK
Pound)13.2 million, (UK Pound)5.5 million and (UK Pound)4.6 million for the nine
and three months ended September 30, 1997 and 1996,  respectively,  representing
increases of (UK Pound)2.5 million or 19% and (UK Pound)900,000 or 20% from 1996
as  compared  to  the  same  periods  in  1997.  The  increases  were  primarily
attributable to additional  loans from  shareholders and borrowings under credit
facilities.

Proportionate   combined  investment  income  was  (UK  Pound)1.1  million,  (UK
Pound)2.3  million,  (UK  Pound)100,000  and (UK  Pound)655,000 for the nine and
three  months  ended  September  30, 1997 and 1996,  respectively,  representing
decreases of (UK Pound)1.2 million or 52% and (UK Pound)555,000 or 85% from 1996
as compared to the same periods in 1997.  The decreases were  attributable  to a
decrease in the average  balance of cash,  cash  equivalents and restricted cash
held by the Operating Companies during the nine and three months ended September
30, 1997, as compared to the same periods in 1996.


                                       15
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997



PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

               27.1 Financial Data Schedule.

          (b)  Reports on Form 8-K - none.



                                       16
<PAGE>
               COMCAST UK CABLE PARTNERS LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1997


                                    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: November 11, 1997

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