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:
                                 MARCH 31, 1999
                                       OR

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

                         Commission File Number 0-24792

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


                  Bermuda                              Not Applicable
--------------------------------------------------------------------------------
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                Identification No.)

                 Cedar House                      Secretary NTL Incorporated
               41 Cedar Avenue                      110 East 59th Street
          Hamilton, HM 12, Bermuda                   New York, NY 10022
               (441) 295-2244                          (212) 906-8440
--------------------------------------------------------------------------------
      (Address, including zip code, and      (Name, address, including zip code,
             telephone number,                      and telephone number, 
          including area code,                       including area code,
       of Registrant's principal                     of agent for service)
           executive offices)                             

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

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

         Yes  _X_                                             No ___
                           --------------------------

As of March 31, 1999, there were 800,000 shares of the Registrant's common stock
outstanding.  The  Registrant  is an indirect,  wholly owned  subsidiary  of NTL
Incorporated and there is no market for the Registrant's Common Stock.

<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999

                                TABLE OF CONTENTS

                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements

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

                    Condensed Consolidated Statements of Operations and
                    Accumulated Deficit for the Three Months Ended
                    March 31, 1999 and 1998 (Unaudited).......................3

                    Condensed Consolidated Statements of Cash Flows for
                    the Three Months Ended March 31, 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 1.   Legal Proceedings........................................12

          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 launching,  marketing and providing services
in  identified  markets;  pricing  pressures  which could affect  demand for the
Company's services; the Company's ability to expand its distribution; changes in
labor, programming, equipment and capital costs; the Company's continued ability
to  create  or  acquire  programming  and  products  that  customers  will  find
attractive; Year 2000 readiness; future acquisitions; strategic partnerships and
divestitures;  general  business and economic  conditions in the United Kingdom;
and other risks  detailed  from time to time in the Company's  periodic  reports
filed with the Securities and Exchange Commission.
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   March 31,          December 31, 
                                                                                     1999                 1998
                                                                                ----------------  ------------------
                                                                                (in (UK Pound)000's, except share data)
<S>                                                                             <C>                <C>    
ASSETS
CURRENT ASSETS
    Cash and cash equivalents................................................   (UK Pound)38,340   (UK Pound)103,451
    Accounts receivable, less allowance for doubtful accounts of
       (UK Pound)3,311 (1999) and (UK Pound)2,840 (1998).....................              5,502               5,603
    Other current assets.....................................................             13,186               5,404
                                                                                ----------------  ------------------
    Total current assets.....................................................             57,028             114,458
                                                                                ----------------  ------------------
INVESTMENT IN CABLE LONDON PLC...............................................             26,625              28,080
                                                                                ----------------  ------------------
PROPERTY AND EQUIPMENT.......................................................            391,586             379,446
    Accumulated depreciation ................................................            (64,818)            (57,624)
                                                                                ----------------  ------------------
    Property and equipment, net..............................................            326,768             321,822
                                                                                ----------------  ------------------
DEFERRED CHARGES.............................................................             58,322              58,269
    Accumulated amortization.................................................            (16,911)            (15,493)
                                                                                ----------------  ------------------
    Deferred charges, net....................................................             41,411              42,776
                                                                                ----------------  ------------------
OTHER ASSETS.................................................................             56,420               5,188
                                                                                ----------------  ------------------
                                                                               (UK Pound)508,252   (UK Pound)512,324
                                                                                ================  ==================
LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses....................................   (UK Pound)26,031    (UK Pound)25,162
    Current portion of long-term debt........................................              1,557               1,966
    Note payable to Comcast U.K. Holdings, Inc...............................             12,577              12,310
                                                                                ----------------  ------------------
       Total current liabilities.............................................             40,165              39,438
                                                                                ----------------  ------------------
LONG-TERM DEBT, less current portion.........................................            273,680             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......................................................           (164,650)           (145,275)
                                                                                ----------------  ------------------
       Total shareholder's equity............................................            194,407             213,782
                                                                                ----------------  ------------------
                                                                               (UK Pound)508,252   (UK Pound)512,324
                                                                                ================  ==================
</TABLE>


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

See notes to condensed consolidated financial statements.

                                        2
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            Three Months Ended March 31,
                                                                            1999                    1998
                                                                     -------------------    --------------------
                                                                                (in (UK Pound)000's)
<S>                                                                  <C>                     <C>   
REVENUES
   Service income.................................................      (UK Pound)23,189        (UK Pound)17,302
   Consulting fee income..........................................                                           274
                                                                     -------------------    --------------------
                                                                                  23,189                  17,576
                                                                     -------------------    --------------------

COSTS AND EXPENSES
   Operating......................................................                 7,773                   5,661
   Selling, general and administrative............................                10,169                   8,489
   Management fees................................................                                           755
   Depreciation and amortization..................................                 8,750                   7,254
                                                                     -------------------    --------------------
                                                                                  26,692                  22,159
                                                                     -------------------    --------------------

OPERATING LOSS....................................................                (3,503)                 (4,583)

OTHER (INCOME) EXPENSE
   Interest expense...............................................                 7,646                   8,470
   Investment income..............................................                (1,704)                 (2,229)
   Equity in net losses of affiliates.............................                 2,060                   6,415
   Amalgamation costs.............................................                   145
   Exchange losses (gains) and other..............................                 7,725                  (1,748)
                                                                     -------------------    --------------------
                                                                                  15,872                  10,908
                                                                     -------------------    --------------------

NET LOSS..........................................................               (19,375)                (15,491)

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


See notes to condensed consolidated financial statements.

                                        3
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                Three Months Ended March 31,
                                                                                  1999               1998
                                                                            -----------------  -----------------
                                                                                    (in (UK Pound)000's)
<S>                                                                         <C>                <C>   
OPERATING ACTIVITIES
   Net loss..............................................................   ((UK Pound)19,375) ((UK Pound)15,491)
   Adjustments to reconcile net loss to net cash (used in) provided by
    operating activities:
     Depreciation and amortization.......................................               8,750              7,254
     Amortization on foreign exchange contracts..........................                 683                683
     Non-cash interest expense...........................................               7,413              6,576
     Non-cash investment income..........................................                (542)              (694)
     Exchange losses (gains).............................................               7,637             (2,854)
     Equity in net losses of affiliates..................................               2,060              6,415
     Changes in operating assets and liabilities:
       Accounts receivable and other current assets......................              (7,681)             1,153
       Accounts payable and accrued expenses.............................                 866              3,151
                                                                            -----------------  -----------------

         Net cash (used in) provided by operating activities.............                (189)             6,193
                                                                            -----------------  -----------------

FINANCING ACTIVITIES
   Repayments of debt....................................................                (754)              (598)
   Proceeds from borrowing...............................................                                 75,000
   Deferred financing costs..............................................                                 (1,627)
   Net transactions with affiliates......................................                 (60)              (141)
                                                                            -----------------  -----------------

         Net cash (used in) provided by financing activities.............                (814)            72,634
                                                                            -----------------  -----------------

INVESTING ACTIVITIES
   Capital contributions and loans to affiliates.........................                                 (1,768)
   Fixed asset deposit with affiliate....................................             (51,915)
   Capital expenditures..................................................             (12,141)           (16,172)
   Additions to deferred charges.........................................                 (52)               (58)
                                                                            -----------------  -----------------

         Net cash (used in) investing activities.........................             (64,108)          (17,998)
                                                                            -----------------  -----------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.........................             (65,111)            60,829

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

CASH AND CASH EQUIVALENTS, end of period.................................    (UK Pound)38,340   (UK Pound)98,201
                                                                            =================  =================
</TABLE>


See notes to condensed consolidated financial statements.

                                        4
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 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 March 31, 1999 and the condensed
     consolidated  statements of operations and accumulated  deficit and of cash
     flows for the three months ended March 31, 1999 and 1998 have been prepared
     by NTL (Bermuda)  Limited (formerly Comcast UK Cable Partners Limited) (the
     "Company") and have not been audited by the Company's independent auditors.
     In the opinion of management,  all  adjustments  (which include only normal
     recurring  adjustments) necessary to present fairly the financial position,
     results  of  operations  and cash  flows as of March  31,  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 March 31, 1999
     are not necessarily indicative of operating results for the full year.

     Recent Accounting Pronouncement
     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
     Instruments  and Hedging  Activities."  This statement,  which  establishes
     accounting and reporting  standards for derivatives and hedging activities,
     is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
     adoption of SFAS No. 133, all  derivatives are required to be recognized in
     the  statement of financial  position as either assets or  liabilities  and
     measured at fair value. The Company is currently  evaluating the impact the
     adoption of SFAS No. 133 will have on its financial position and results of
     operations.

2.   AMALGAMATION WITH NTL

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

     Pursuant  to then  existing  arrangements  between  Partners  and  Telewest
     Communications  plc  ("Telewest"),  a co-owner of interests in Cable London
     PLC ("Cable London") and Birmingham Cable Corporation Limited  ("Birmingham
     Cable"), Telewest had certain rights to acquire either or both of Partner's
     interests in these systems as a result of the  Amalgamation.  On August 14,
     1998, Partners and NTL entered into an agreement (the "Telewest Agreement")
     with  Telewest  relating to Partner's  ownership  interests  in  Birmingham
     Cable,  Partner's and Telewest's  respective  ownership  interests in Cable
     London  and  certain  other  related  matters.  Pursuant  to  the  Telewest
     Agreement,  Partners sold its 27.5% ownership  interest in Birmingham Cable
     to Telewest for (UK Pound)125 million, plus (UK Pound)5 million for certain
     subordinated debt and fees. Partners and Telewest have also agreed within a
     certain time period to  rationalize  their joint  ownership of Cable London
     pursuant to an agreed  procedure  (the  "Shoot-out").  Between April 29 and
     July 29, 1999, the Company can notify  Telewest of the price at which it is
     willing to sell its 50%  ownership  interest in Cable  London to  Telewest.
     Following  such  notification,  Telewest  at its option will be required at
     that price to either purchase the Company's 50% ownership interest in Cable
     London or sell its 50%  ownership  interest in Cable London to the Company.
     If the  Company  fails to give  notice to  Telewest  during  the  Shoot-out
     period,  it will be deemed to have given a notice to  Telewest  offering to
     sell its Cable London interest for (UK Pound)100 million.

                                        5
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

3.   INVESTMENTS IN AFFILIATES

     Included in investments in affiliates as of March 31, 1999 and December 31,
     1998 are  loans to Cable  London  of (UK  Pound)28.5  million  and  accrued
     interest of (UK Pound)9.2 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 (7.50%  effective  rate as of March 31, 1999) and
     are  subordinate to Cable London's  credit  facility.  Of these loans,  (UK
     Pound)21.0  million  as of  March  31,  1999  and  December  31,  1998  are
     convertible  into ordinary shares of Cable London at a per share conversion
     price of (UK Pound)2.00.

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

     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>   
     THREE MONTHS ENDED MARCH 31, 1999
     Results of operations
         Service income.........................................                  (UK Pound)18,992
         Operating, selling, general and
           administrative expenses..............................                           (13,579)
         Depreciation and amortization..........................                            (5,904)
         Operating loss.........................................                              (491)
         Net loss...............................................                            (4,023)
         Company's equity in net loss...........................                            (2,060)

     AT MARCH 31, 1999
     Financial position
         Current assets.........................................                             9,411
         Noncurrent assets......................................                           194,185
         Current liabilities....................................                            21,636
         Noncurrent liabilities.................................                           209,556

     THREE MONTHS ENDED MARCH 31, 1998
     Results of operations
         Service income.........................................(UK Pound)18,779  (UK Pound)15,935  (UK Pound)34,714
         Operating, selling, general and
           administrative expenses..............................         (14,582)          (12,663)          (27,245)
         Depreciation and amortization..........................          (6,486)           (5,456)          (11,942)
         Operating loss.........................................          (2,289)           (2,184)           (4,473)
         Net loss...............................................         (12,345)           (5,870)          (18,215)
         Company's equity in net loss...........................          (3,432)           (2,983)           (6,415)
<FN>
(1)  The Company sold its 27.5% interest in Birmingham Cable in October 1998.
</FN>
</TABLE>

4.   JOINT PURCHASING ALLIANCE AGREEMENT

     Other assets  includes a deposit of (UK  Pound)51.9  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.


                                        6
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

5.   CONTINGENCIES

     The Company is subject to legal  proceedings  and claims which arise in the
     ordinary course of its business.  In the opinion of management,  the amount
     of ultimate  liability  with respect to these  actions will not  materially
     affect the  financial  position,  results of operations or liquidity of the
     Company.

6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company made cash  payments for interest of (UK  Pound)233,000  and (UK
     Pound)1.6  million  during the three  months ended March 31, 1999 and 1998,
     respectively.

     The Company's wholly owned subsidiaries  incurred capital lease obligations
     of (UK  Pound)138,000  and (UK  Pound)1.3  million  during the three months
     ended March 31, 1999 and 1998, respectively.

                                        7

<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999


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

Overview

NTL (Bermuda)  Limited (the  "Company")  and its  subsidiaries  are  principally
engaged in the development,  construction, management and operation of companies
in the UK cable  and  telecommunications  industry.  As of March 31,  1999,  the
Company had interests in three operations (the "Operating Companies"): Cambridge
Holding Company Limited  ("Cambridge  Cable"),  in which the Company owns a 100%
interest, two companies holding franchises for Darlington and Teesside,  England
("Teesside"),  in which the Company owns a 100%  interest,  and Cable London PLC
("Cable London"), in which the Company owns a 50% interest. The Company accounts
for its  interests  in Cable London under the equity  method.  Birmingham  Cable
Corporation  Limited  ("Birmingham  Cable") in which the  Company  owned a 27.5%
interest was  accounted  for using the equity method in 1998 until the interests
were sold to Telewest Communications plc ("Telewest") in October 1998.

When build-out of the Operating  Companies'  systems is complete,  these systems
will  have the  potential  to serve  approximately  1.2  million  homes  and the
businesses  within their  franchise  areas.  As of March 31, 1999, the Operating
Companies'  systems passed more than 888,000 homes or  approximately  75% of the
homes in their franchise  areas and served more than 221,000 cable  subscribers,
314,000  residential   telephony   subscribers  and  11,000  business  telephony
subscribers.

Liquidity and Capital Resources

The Company

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

The Company has 9%  Subordinated  Notes payable to Comcast U.K.  Holdings,  Inc.
which are due in  September  1999.  Principal  and accrued  interest due will be
approximately (UK Pound)13 million.

In August 1998, the Company and NTL Incorporated  entered into an agreement with
Telewest  relating to the  Company's  and  Telewest's  respective  50% ownership
interests  in Cable London and certain  other  related  matters  (the  "Telewest
Agreement"). Pursuant to the Telewest Agreement, the Company and Telewest agreed
to a procedure to rationalize  their joint  ownership of Cable London as follows
(the "Cable London Shoot-out").  Between April 29 and July 29, 1999, the Company
can  notify  Telewest  of the  price  at  which  it is  willing  to sell its 50%
ownership in Cable London to Telewest. Following such notification,  Telewest at
its option will be required at that price to either  purchase the  Company's 50%
ownership  interest in Cable London or sell its 50% ownership  interest in Cable
London to the Company. If the Company fails to give notice to Telewest,  it will
be deemed to have given a notice to Telewest  offering to sell its Cable  London
interest for (UK Pound)100 million.

The Company's ability to meet its long-term  liquidity and capital  requirements
is  contingent  upon the  Operating  Companies'  ability  to  generate  positive
operating cash flow, or, if necessary,  to obtain external  financing,  although
there can be no assurance that any such financing will be obtained on acceptable
terms  and  conditions.   Except  for  its  working  capital  and  debt  service
requirements,  the Company's cash needs will depend on  management's  investment
decisions.   Investment  considerations  include  (i)  whether  further  capital
contributions will be made to Cable London, (ii) whether the Operating Companies
can obtain debt financing, (iii) whether the Operating Companies will be able to
generate

                                        8
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999


positive  operating cash flow, (iv) the timing of the build-out of the Operating
Companies' systems, and (v) whether there may be future acquisitions,  including
the Cable London Shoot-out.

The Company  estimates that the Operating  Companies will require  approximately
(UK Pound)83.0 million from April 1, 1999 through December 31, 1999, to continue
the  build-out  of  their  systems.  Management  believes  that the  entire  (UK
Pound)83.0 million required will be funded through the Joint Purchasing Alliance
Agreement deposit of (UK Pound)51.9  million,  cash from operations or from cash
on hand, and, for Cable London,  through cash from  operations,  cash on hand or
drawdowns under currently existing credit facilities (subject to compliance with
certain  financial and operating  covenants).  If such credit facilities are not
available for drawdown,  the Company  expects that  Telewest,  its strategic and
financial  partner in Cable  London,  will  provide  its  pro-rata  share of any
required  fundings,  although Telewest is not contractually  obligated to do so.
Thus,  no assurance of such funding can be given.  If Telewest  fails to provide
such  financing,  Cable  London  will  be  required  to  seek  additional  funds
elsewhere.  Such additional funds may come from the Company,  from new strategic
and financial  partners,  from  borrowings  under new credit  facilities or from
other sources,  although there can be no assurance that any such financing would
be  available  on  acceptable  terms and  conditions.  The Company and  Telewest
generally have veto rights over Cable London's debt financing decisions.

Year 2000 Issue

Strategy

The Company's operations are conducted through its Operating Companies,  each of
which has different  configurations of hardware and software. The Company itself
is a holding  company with very limited  activities.  The Company uses  personal
computers and software that are Year 2000 ready. Each of the Operating Companies
is conducting  its own program for Year 2000  compliance.  Each of the Operating
Companies has appointed a senior  manager to be  responsible  for achieving Year
2000 readiness,  and has set up an internal  progress and review  process.  This
includes  assessing the progress of  significant  vendors in achieving Year 2000
readiness.  The  Cambridge  Cable  and  Teesside  Year 2000  programs  have been
integrated into the NTL Incorporated program.

Status to Date

The  Operating   Companies  utilize  hardware  and  software  from  vendors  for
substantially all of their activities,  including billing,  customer service and
the operation of the network.  The Operating Companies,  therefore,  are working
with these  third-party  vendors to ensure Year 2000  readiness.  It is possible
that one or more suppliers  will not be able to provide the Operating  Companies
with  reasonable  assurances that they will be ready for the Year 2000, in which
case the Company expects the Operating  Companies will seek another  vendor.  No
assurance, however, can be given that such alternative will be available.

The Operating  Companies have already  received  assurances  from vendors of its
main service platforms,  including vendors of its telephony  switches,  cable TV
subsystems,  and customer  management  systems  ("CMS"),  with the  exception of
Cambridge  Cable's CMS,  that they expect to be Year 2000 ready.  The  Cambridge
Cable CMS is currently being modified with  completion  scheduled for July 1999.
The  cost of the  necessary  software  upgrades  is  generally  included  in the
Operating Companies maintenance contracts with its vendors.

Costs

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

For the  smaller  systems,  such as PCs,  there  has been some  acceleration  of
routine  replacement and upgrades to ensure all systems are Year 2000 ready. The
Company  estimates  that this  acceleration  will  result in  approximately  (UK
Pound)300,000 per Operating Company to be incurred in 1999.

                                        9
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999


Risks

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

First, a major utility (such as power, water, major  telecommunications  company
or public sector entity) fails to operate at or after the Year 2000.  This risk,
which is beyond the Company's control or ability to monitor, could significantly
adversely affect the Company's financial condition and results of operations.

Second, a supplier of mission critical software fails to timely deliver suitable
Year 2000  software,  despite its written  assurances.  Any such  failure  could
significantly  adversely affect the Company's financial condition and results of
operations. The Operating Companies' Year 2000 project managers' primary task is
to prevent such a failure.

Contingency Plans

Cambridge Cable and Teesside will be included in NTL Incorporated's  contingency
planning, which is in process.

Condensed Consolidated Statements of Cash Flows

Net  cash  (used  in)  provided  by  operating   activities   amounted  to  ((UK
Pound)189,000)  and (UK  Pound)6.2  million for the three months ended March 31,
1999 and 1998,  respectively.  During the three months ended March 31, 1999, net
cash used in operating  activities  includes  exchange  losses of (UK  Pound)7.6
million  compared  to gains of (UK  Pound)2.9  million  in the prior  period and
changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
disbursements.

Net  cash  (used  in)  provided  by  financing   activities   amounted  to  ((UK
Pound)814,000)  and (UK Pound)72.6  million for the three months ended March 31,
1999 and 1998,  respectively.  During the three months ended March 31, 1998, net
cash  provided  by  financing  activities  includes  (UK  Pound)75.0  million of
borrowings under a credit facility from a consortium of banks that was repaid in
October 1998.

Net  cash  used in  investing  activities  was (UK  Pound)64.1  million  and (UK
Pound)18.0  million  for the  three  months  ended  March  31,  1999  and  1998,
respectively.  During the three months  ended March 31,  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)12.1  million.  During the three months
ended March 31, 1998,  net cash used in investing  activities  includes  capital
expenditures of (UK Pound)16.2  million and capital  contributions  and loans to
affiliates of (UK Pound)1.8 million.


                                       10
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999


Results of Operations

The Company

Summarized  consolidated  financial  information  for the  Company for the three
months ended March 31, 1999 and 1998 is as follows (in  thousands,  "NM" denotes
percentage is not meaningful):


<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                  March 31,                 Increase/(Decrease)
                                                          1999               1998           (UK Pound)       %
                                                   ------------------  ----------------- ---------------  ------
<S>                                                 <C>                <C>                <C>             <C>  
Revenues                                             (UK Pound)23,189   (UK Pound)17,576  (UK Pound)5,613    31.9%
Operating, selling, general and 
  administrative expenses                                      17,942             14,150            3,792    26.8
Management fees                                                                      755             (755)     NM
Depreciation and amortization                                   8,750              7,254            1,496    20.6
                                                   ------------------  -----------------
Operating loss                                                 (3,503)            (4,583)          (1,080)  (23.6)
                                                   ------------------  -----------------
Interest expense                                                7,646              8,470             (824)   (9.7)
Investment income                                              (1,704)            (2,229)            (525)  (23.6)
Equity in net losses of affiliates                              2,060              6,415           (4,355)  (67.9)
Amalgamation costs                                                145                                 145      NM
Exchange losses (gains) and other                               7,725             (1,748)           9,473      NM
                                                   ------------------  -----------------
Net loss                                            ((UK Pound)19,375) ((UK Pound)15,491) (UK Pound)3,884    25.1%
                                                   ==================  =================
</TABLE>

Substantially  all of the increases in revenues,  operating  expenses,  selling,
general and  administrative  expenses and depreciation and amortization  expense
for the three  months  ended March 31,  1999,  as compared to the same period in
1998, are attributable to the effects of the continued development of Teesside's
and Cambridge Cable's  operations and increased business activity resulting from
the growth in the number of subscribers in their respective franchise areas.
These trends are expected to continue for the foreseeable future.

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

Interest  expense  for the three  months  ended  March 31, 1999 and 1998 was (UK
Pound)7.7  million  and (UK  Pound)8.5  million,  respectively,  representing  a
decrease of (UK  Pound)800,00  from 1998 as compared to the same period in 1999.
The  decrease is  primarily  attributable  to the  repayment  of the bank credit
facility in October 1998.

Investment  income for the three  months  ended  March 31, 1999 and 1998 was (UK
Pound)1.7  million  and (UK  Pound)2.2  million,  respectively,  representing  a
decrease of (UK Pound)500,000  from 1998 as compared to the same period in 1999.
The  decrease  is  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 three months ended March 31, 1999 and
1998  was  (UK  Pound)2.1  million  and  (UK  Pound)6.4  million,  respectively,
representing  a decrease of (UK  Pound)4.3  million from 1998 as compared to the
same period in 1999.  The decrease is  attributable  to reduced  losses of Cable
London in 1999 and the sale of Birmingham Cable in October 1998.

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

Exchange  losses (gains) and other for the three months ended March 31, 1999 and
1998 were (UK  Pound)7.7  million  and ((UK  Pound)1.7)  million,  respectively,
representing a change of (UK Pound)9.4 million from 1998 as compared to the same
period in 1999. This change  primarily  resulted from the impact of fluctuations
in the valuation of the UK Pound Sterling on the 2007 Discount Debentures, which
are  denominated  in United States  ("US")  dollars.  The  Company's  results of
operations will continue to be affected by exchange rate fluctuations.

                                       11
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS 

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

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

               27.0 Financial Data Schedule.

          (b)  Reports on Form 8-K:

               No  reports  on Form 8-K were  filed by the  Company  during  the
               quarter ended March 31, 1999.





                                       12
<PAGE>
                     NTL (BERMUDA) LIMITED AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999

                                    SIGNATURE

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


                                      NTL (BERMUDA) LIMITED






Date: May 11, 1999                    By: /s/ J. Barclay Knapp
                                          --------------------------------------
                                          J. Barclay Knapp
                                          President, Chief Executive Officer and
                                          Chief Financial Officer





Date: May 11, 1999                    By: /s/ Gregg Gorelick
                                          --------------------------------------
                                          Gregg Gorelick
                                          Vice President - Controller
                                          (Principal Accounting Officer)

                                       13