Key Statistics
                        3 months to 31   3 months to 31 % growth
                          March 2000       March 2001
(pound)'000
Revenues                    41,726           54,113       +30%
Operating Income, before
goodwill                     7,492           10,121       +35%
Operating Margin %           18.0%           18.7%       +0.7%
Net Income                   4,898           6,301        +29%
Diluted EPS                  8.9p            11.4p        +28%

$'000
Revenues                    59,668           77,382       +30%
Operating Income, before
goodwill                    10,714           14,473       +35%
Operating Margin %           18.0%           18.7%       +0.7%
Net Income                   7,004           9,010        +29%
Diluted EPS                  12.7(cent)      16.3(cent)   +28%
Other Operating
Statistics
Subscriber Additions      1.3 million     1.3 million
(net)
Subscribers at end of    16.8 million     23.3 million
period
                         9 months to     9 months to 31    % growth
                        31 March 2000      March 2001
(pound)'000
Revenues                   112,361          161,480          +44%
Operating Income, before
goodwill                    16,553           31,864          +92%
Operating Margin %          14.7%            19.7%          +5.0%
Net Income                  12,701           21,912          +73%
Diluted EPS                 26.1p            40.0p           +53%
$'000
Revenues                   160,676          230,916          +44%
Operating Income, before
goodwill                    23,671           45,566          +92%
Operating Margin %          14.7%            19.7%          +5.0%
Net Income                  18,162           31,334          +73%
Diluted EPS                 37.3(cent)       57.2(cent)      +53%
Other Operating
Statistics
Subscriber Additions     3.8 million      4.8 million
(net)
Subscribers at end of    16.8 million     23.3 million
period

1. For the convenience of the reader only, pounds sterling

amounts have been translated into US dollar amounts at the

exchange rate of US$1.43 = (pound)1.00, the closing rate of

exchange on 31 March 2001.




                             NDS GROUP PLC
            UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT
               FOR THE THREE MONTHS ENDED 31 MARCH 2001
                                                 3 months ended
                                                    31 March
                               Notes         2000             2001
                                          (pound)'000      (pound)'000
Revenues
Conditional access                          26,410           31,721
Integration, development & support           7,628            9,467
Licence fees & royalties                     5,450            6,223
New technologies                             1,323            4,937
Other revenue                                  915            1,765
                                            ------          -------
Total revenues                              41,726           54,113
                                            ------          -------
Cost of sales
Smart card &
 changeover  provisions                     (8,499)         (11,411)
Operations & support                        (5,251)          (6,800)
Royalties                                   (1,648)          (1,153)
Other                                         (749)            (643)
                                            -------         --------
Total cost of sales                         (16,147)        (20,007)
                                            -------         --------
Gross profit                                 25,579          34,106
                                            -------         --------
Gross profit %                                 61.3%           63.0%
Operating expenses,
 excluding goodwill amortisation
Sales & marketing expenses                   (2,568)         (3,830)
Research & development                      (11,952)        (16,536)
General & administration                     (3,567)         (3,619)
                                            --------         -------
Total                                       (18,087)        (23,985)
                                            --------         -------
Operating income,
 before goodwill amortisation                 7,492          10,121
Operating income %                             18.0%           18.7%
Amortisation of goodwill                       (342)         (1,595)
                                            --------         -------
Operating profit                              7,150           8,526
Net interest income (expense)                  (215)            501
                                            --------         -------
Profit on ordinary
 activities before tax                        6,935           9,027
Taxation                                     (2,037)         (2,726)
                                            --------         -------
Net profit                                    4,898           6,301
                                            ========         =======
Earnings per share                5
   Basic                                        9.3p           11.9p
   Diluted                                      8.9p           11.4p
                              ---------       ---------      ---------
                             NDS GROUP PLC
            UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT
                FOR THE NINE MONTHS ENDED 31 MARCH 2001
                                       9 months ended      Year ended
                                           31 March         30 June
                          Notes       2000        2001       2000
                                   (pound)'000 (pound)'000 (pound)'000
Revenues
Conditional access                   74,027       95,295      102,737
Integration,
 development & support               17,558       29,020       22,375
Licence fees & royalties             15,750       21,559       26,387
New technologies                      2,757        9,443        5,533
Other revenue                         2,269        6,163        3,182
                                    -------      -------      --------
Total revenues                      112,361      161,480      160,214
                                    -------      -------      --------
Cost of sales
Smart card &
 changeover provisions              (23,442)     (33,086)     (33,102)
Operations & support                (16,086)     (17,561)     (21,300)
Royalties                            (4,335)      (4,558)      (6,381)
Other                                (1,091)      (5,240)      (1,175)
                                    -------      -------      --------
Total cost of sales                 (44,954)     (60,445)     (61,958)
                                    -------      -------      --------
Gross profit                         67,407      101,035       98,256
                                    -------      -------      --------
Gross profit %                         60.0%        62.6%        61.3%
Operating expenses,
 excluding
 goodwill amortisation
Sales & marketing expenses           (6,998)     (10,177)     (11,178)
Research & development              (33,290)     (46,926)     (46,184)
General & administration            (10,566)     (12,068)     (15,053)
                                    -------      -------      --------
Total                               (50,854)     (69,171)     (72,415)
                                    -------      -------      --------
Operating income,
 before
 goodwill amortisation               16,553       31,864       25,841
Operating income %                     14.7%        19.7%        16.1%
Amortisation of goodwill             (1,195)      (2,697)      (1,536)
                                    -------      -------      --------
Operating profit                     15,358       29,167       24,305
Profit on sale of
 discontinued operations      3       5,192            -        5,192
                                    -------      -------      --------
Profit on ordinary
 activities
 before interest                     20,550       29,167       29,497
Net interest
 income (expense)                    (4,381)       1,928       (3,389)
                                    -------      -------      --------
Profit on ordinary
 activities before tax               16,169       31,095       26,108
Taxation                             (3,250)      (9,183)      (6,498)
                                    -------      -------      --------
Profit on ordinary
 activities after tax                12,919       21,912       19,610
Minority interests            4        (218)           -         (218)
                                    -------      -------      --------
Net profit                           12,701       21,912       19,392
                                    =======      =======      =======
Earnings per share            5
  Basic                                27.1p        41.6p        40.1p
  Diluted                              26.1p        40.0p        38.7p
                                       -----        -----        -----
                                    NDS GROUP PLC
                          UNAUDITED CONSOLIDATED BALANCE SHEET
                                  AS AT 31 MARCH 2001
                        31 March           31 March         30 June
                Notes    2000               2001              2000
                       (pound)'000        (pound)'000      (pound)'000
Fixed assets
Investments                191               1,215              191
Intangible assets       16,818              63,888           16,475
Tangible assets         15,817              19,151           16,809
                        32,826              84,254           33,475
Current assets
Stocks                   9,575              18,881           11,722
Debtors  - due within
 one year               65,855              64,352           54,071
        - due after
           one year        217               3,789            3,094
Cash                     4,921              40,143           21,734
                        80,568             127,165           90,621
Creditors
Amounts falling due
 within one year       (47,955)            (69,488)         (62,320)
Net current assets      32,613              57,677           28,301
Total assets less
 current liabilities    65,439              141,931          61,776
Creditors
Amounts falling due
 after one year        (12,664)             (16,128)         (1,474)
Provisions for
 liabilities
 and charges            (7,362)             (11,663)          (7,685)
Net assets              45,413              114,140           52,617
                     ============          ==========       ==========
Equity and
 capital
 reserves       6
Equity share capital       329                  333               329
Share premium          117,886              140,485            120,726
Shares to be issued          -               22,500                  -
Profit and loss
 account              (248,067)           (224,443)          (243,703)
Capital contribution   133,265             133,265            133,265
                         3,413              72,140             10,617
Non-equity capital      42,000              42,000             42,000
Total capital
 employed               45,413             114,140             52,617
                      ==========          ===========      ===========

NOTES

1. Basis of preparation and presentation

These unaudited financial statements have been prepared using the accounting
policies disclosed in the consolidated financial statements for the year
ended 30 June 2000 which are in compliance with UK GAAP. They do not
constitute statutory accounts. Figures for 30 June 2000 and for the year
ended on that date have been extracted from the consolidated financial
statements of NDS Group plc on which the auditors gave an unqualified audit
report.

2. Acquisition of Orbis Technology Limited

On 1 December 2000, NDS Group plc acquired the entire share capital of Orbis
Technology Limited ("Orbis"). The results of Orbis have been consolidated
from that date. The consideration payable for the acquisition is dependent,
amongst other things, on the net assets of Orbis at 1 December 2000 and its
revenues and profitability for the two years ending 31 March 2002. In
accordance with FRS 7, the fair value of the consideration has been
estimated based on the Directors' assessment of Orbis' likely future
revenues and profitability. The consideration is payable in a mixture of
cash, Loan Notes and Series A ordinary shares. The company's obligations
under the Loan Notes have been guaranteed by its bankers which, in turn,
have been supported by a deposit by the company of (pound)15 million cash as
collateral security.

Based on an assessment of the net assets of Orbis as at 1 December 2000 and
of the revenues and profitability for the two years ending 31 March 2002,
the fair values of the assets acquired and consideration given may be
summarized as:

                                         (pound)M
Estimated fair value of assets acquired:
Goodwill                                     50.1
Other net assets acquired, after
  adjusting for alignment of
  accounting policies                         3.0
                                             53.1
Estimated fair value of consideration:
Cash                                          2.4
Loan Notes                                   14.4
Shares issued                                13.8
Shares to be issued                          22.5
                                             53.1

As at 31 March 2001, shares yet to be issued in respect of the consideration
are shown as such within shareholders' funds.

3. Profit on sale of discontinued operations

This prior period item represents the profit on the sale of the discontinued
digital broadcast business, which was sold to Ordinto Investments, a
subsidiary of The News Corporation Limited with effect from 1 July 1999. The
business was sold to Tandberg Television ASA on 14 October 1999.

4. Minority interests

Minority interests represented the earnings and net assets of NDS Americas
Inc., which was consolidated as a controlled non-subsidiary prior to its
acquisition by NDS Group plc on 4 November 1999.

5. Earnings per share

The weighted average number of shares and the weighted average number of
potential shares in issue for each period (including potential shares to be
issued in connection with the acquisition of Orbis) have been determined in
accordance with FRS 14 and are as follows:

Period                      Weighted average    Weighted average
                             shares in issue    number of
                                                potential shares
3 months to 31 March 2000     52,390,333        54,859,839
3 months to 31 March 2001     52,833,371        55,150,221
9 months to 31 March 2000     46,924,647        48,651,432
9 months to 31 March 2001     52,724,290        54,752,098
Year ended 30 June 2000       48,309,178        50,044,537

6. Share capital and reserves

Movements on capital and reserves and reconciliation of movements in
shareholders' funds for the nine months ended 31 March 2001 are as follows:

                            Equity        Share  Non-equity   Shares
                             share      premium       share    to be
                            ------      -------      ------   ------
                           capital                  capital   issued
                           (pound)'     (pound)'    (pound)' (pound)'
                               000          000         000      000
As at 30 June 2000             329      120,726      42,000        -
Profit for the period            -            -           -        -
Issue of shares for cash         2        5,989           -        -
Acquisition of Orbis             2       13,770           -   22,500
Other movements                  -            -           -        -
Foreign exchange movement        -            -           -        -
As at 31 March 2001            333      140,485      42,000   22,500
                         =============================================
                              Capital       Profit and    Total share-
                           contribution   loss account holders' funds
                              (pound)'         (pound)'       (pound)'
                                  000              000            000
As at 30 June 2000            133,265         (243,703)        52,617
Profit for the period               -           21,912         21,912
Issue of shares for cash            -           (4,487)         1,504
Acquisition of Orbis                -                -         36,272
Other movements                     -              206            206
Foreign exchange movement           -            1,629          1,629
As at 31 March 2001           133,265         (224,443)       114,140
                         =============================================

In the period from 1 July 2000 to 31 March 2001 options over 267,434 Series
A ordinary shares were exercised at an effective average price of $8.65. Net
proceeds, after expenses of shares issued, amounted to (pound)1,504,000. On
19 March 2001, 294,645 Series A ordinary shares were issued in connection
with the acquisition of Orbis at a value of (pound)46.74 each. As at 31
March 2001 the number of shares outstanding was 53,102,205.

7. US GAAP

Differences in net income between UK GAAP and US GAAP arise out of:

a) different bases of recognition of some subscriber fees as

income;

b) the requirement under US GAAP to record a charge against

income in respect of options granted under Employee Share

Option Schemes where no such charge arises under UK GAAP;

c) the measurement of goodwill and the treatment of contingent

consideration to be issued in connection with the acquisition

of Orbis;

d) the recognition point for liabilities to UK National Insurance

payable by employers on the exercise of certain share options;

e) the allocation of charges and credit for corporate taxes

between the income statement and reserve movements; and

f) the treatment of the earnings of NDS Americas Inc. prior to

its acquisition by NDS as a minority interest under UK GAAP

and the treatment of the subsequent purchase of NDS Americas

Inc.

A reconciliation of net profit under UK GAAP to that under US GAAP is as
follows:

                                                3 months to
                                                 31 March
                                            2000               2001
                                     (pound)'000        (pound)'000
UK GAAP: Net profit for the period         4,898              6,301
Adjustments
 - subscriber fees                          (462)              (460)
 - share option scheme                      (553)              (220)
 - acquisition of Orbis                        -                349
 - National Insurance on options               -               (155)
 - allocation of tax benefits                  -               (234)
US GAAP:  Net income for the period        3,883              5,581
                                    9 months to      Year ended
                                     31 March           30 June
                                2000         2001          2000
                         (pound)'000  (pound)'000   (pound)'000
UK GAAP: Net profit for
  the period                  12,701       21,912        19,392
Adjustments
 - subscriber fees             1,065       (1,174)          603
 - share option scheme       (13,014)      (1,241)      (13,566)
 - purchase of NDS
     Americas Inc.               167            -           167
 - acquisition of Orbis            -          457             -
 - National Insurance on
      options (1)                  -          266             -
 - allocation of tax
     benefits                      -         (900)            -
 - minority interest             218            -           218
US GAAP:  Net income for
  the period                   1,137       19,320         6,814

(1) Includes (pound)280,000 relating to periods prior to 1 July 2000 as a
result of implementing EITF 00-16.

8. Cashflow

A condensed, consolidated unaudited statement of cash flows prepared in
accordance with UK GAAP is as follows: *T

3 months 9 months Year

ended ended ended

31 March 31 March 30 June

2001 2001 2000

(pound)'000 (pound)'000 (pound)'000 Operating profit 8,526 29,167 24,305
Non-cash operating costs 4,122 8,579 9,904 Movement in working capital
(7,024) (1,096) 11,917 Net cash inflow from operating activities 5,624
36,650 46,126 Net interest received (paid) 288 965 (3,389) Tax paid (2,544)
(3,452) (2,307) Capital expenditure (2,378) (7,446) (8,612) Payments to, and
purchase of, minority interests - - (2,563) Proceeds from disposal of
discontinued operations - - 70,607 Proceeds from issue of shares 206 1,504
118,451 Cash movements (including expenses) associated with Orbis
acquisition (653) 1,988 - Repayment of debt with News Corporation - -
(148,969) Cash generated 543 30,209 69,344 Interest-bearing deposits with
News Corporation 425 (11,800) (6,593) Increase in cash balances 968 18,409
62,751