FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)

[x]  Quarterly report pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934

For the quarterly period ended June 30, 1999.

[_]  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: 0-19889

                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                  ---------------------------------------------
                Exact name of registrant as specified in charter


Colorado                                                         84-1145140
--------------------------------------------------------------------------------
State of organization                                      I.R.S. employer I.D.#

        Caxton Way, Watford Business Park, Watford, Hertfordshire WD1 8XH
        -----------------------------------------------------------------
                      Address of principal executive office

                                + 44 1923 435000
                                ----------------
                          Registrant's telephone number

     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 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

     Yes  X                                                           No _____

<PAGE>

                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A Limited Partnership)

<TABLE>
<CAPTION>
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                                                                                Unaudited
                                                                                 June 30,         December 31,
                                                                                   1999              1998
                                                                                   ----              ----
<S>                                                                            <C>               <C>
ASSETS:

CASH AND CASH EQUIVALENTS                                                          $72,450           $76,337
                                                                          -----------------------------------
CURRENT ASSETS                                                                      72,450            76,337

INVESTMENT IN CABLE TELEVISION AND
TELECOMMUNICATIONS PROPERTIES, net of  accumulated
 depreciation and amortization of  $32,899,560  and $32,586,193 at              72,113,641        77,249,082
 June 30, 1999  and December 31, 1998, respectively

OTHER ASSETS                                                                       417,375           489,553
                                                                          -----------------------------------
            Total assets                                                       $72,603,466       $77,814,972
                                                                          -----------------------------------
LIABILITIES:
  Accounts payable to affiliates and related parties                            $1,206,826        $1,114,592
  Accrued liabilities                                                              159,125           175,779
                                                                          -----------------------------------
          Current liabilities of the Partnership                                 1,365,951         1,290,371

  Accounts payable to affiliates and related parties                            17,908,537        18,037,089
  Current installments due on loan facility                                      3,799,688         2,241,985
  Short term obligations under capital leases                                      111,825           288,753
                                                                          -----------------------------------
          Current liabilities of the Partnership & Company                      23,186,001        21,858,198

  Long term debt                                                                25,533,900        29,786,365
  Long  term obligations under capital leases                                           --            36,509
                                                                          -----------------------------------
          Total liabilities                                                     48,719,901        51,681,072

MINORITY INTERESTS                                                               8,194,640         8,912,532
PARTNERS' CAPITAL (DEFICIT):
  General Partner
    Contributed capital                                                              1,000             1,000
    Accumulated deficit                                                           (342,545)         (336,158)
                                                                          -----------------------------------
                                                                                  (341,545)         (335,158)
  Limited Partners
    Net contributed capital (56,935 units outstanding at                        48,817,997        48,817,997
      June 30, 1999 and December 31, 1998 respectively)
  Accumulated deficit                                                          (33,630,691)      (32,998,411)
                                                                          -----------------------------------
                                                                                15,187,306        15,819,586
Currency translation adjustment                                                    843,164         1,736,940
                                                                          -----------------------------------
Total partners' capital                                                         15,688,925        17,221,368
                                                                          -----------------------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                        $72,603,466       $77,814,972
                                                                          -----------------------------------
</TABLE>

         The accompanying notes to unaudited financial statements are an
                integral part of these unaudited balance sheets.

<PAGE>

                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A Limited Partnership)

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                 -----------------------------------------------

<TABLE>
<CAPTION>

                                                    For the three months             For the six months ended
                                                       ended June 30,                        June 30,

                                                    1999             1998             1999              1998
                                                    ----             ----             ----              ----
<S>                                                <C>              <C>              <C>              <C>
REVENUES                                           $7,091,227       $7,519,239       $14,324,315      $14,310,645

COSTS AND EXPENSES:
  Operating                                        (2,680,869)      (3,114,371)       (5,343,736)      (6,107,333)
  Selling, general and administrative                 (12,963)         (47,136)          (24,443)        (106,439)
  Management fees and allocated
    overhead from the General Partner              (2,900,247)      (2,403,033)       (5,056,706)      (4,293,430)
  Depreciation and amortization                    (1,448,029)        (973,034)       (3,114,804)      (2,363,919)
                                               -------------------------------------------------------------------
OPERATING PROFIT                                       49,119          981,665           784,626        1,439,524

OTHER INCOME (EXPENSE):
  Interest expense                                   (795,084)        (925,968)       (1,645,814)      (1,761,858)
  Interest income                                          --              233                --           39,766
  Other                                               (24,065)              --           (48,491)              --
                                               -------------------------------------------------------------------
(LOSS) PROFIT BEFORE MINORITY INTERESTS              (770,030)          55,930          (909,679)        (282,568)
  Minority interests                                  267,213          (45,356)          271,012           37,004
                                               -------------------------------------------------------------------
NET (LOSS) PROFIT                                   $(502,817)         $10,574         $(638,667)       $(245,564)
                                               -------------------------------------------------------------------
ALLOCATION OF NET (LOSS) PROFIT:
  General Partner                                     $(5,028)            $106           $(6,387)         $(2,456)
  Limited Partners                                  $(497,789)         $10,468         $(632,280)       $(243,108)

NET (LOSS) PROFIT PER LIMITED
  PARTNERSHIP UNIT                                     $(8.74)           $0.18           $(11.11)          $(4.27)

WEIGHTED AVERAGE NUMBER
  OF LIMITED PARTNERSHIP                               56,935           56,935            56,935           56,935
  UNITS OUTSTANDING
</TABLE>

<TABLE>
<CAPTION>
            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
            ---------------------------------------------------------

                                                  For the three months ended           For the six months ended
                                                           June 30,                          June 30,

                                                     1999              1998            1999             1998
                                                     ----              ----            ----             ----
<S>                                                 <C>                <C>            <C>               <C>
NET (LOSS) PROFIT                                   $(502,817)         $10,574         $(638,667)       $(245,564)
  Foreign currency translation adjustments          $(410,466)         $61,460         $(893,776)        $240,645
                                               -------------------------------------------------------------------
TOTAL COMPREHENSIVE (LOSS)/INCOME                   $(913,283)         $72,034       $(1,532,443)         $(4,919)
                                               -------------------------------------------------------------------
</TABLE>

         The accompanying notes to unaudited financial statements are an
                  integral part of these unaudited statements.

<PAGE>

                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.

                             (A Limited Partnership)

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------

<TABLE>
<CAPTION>
                                                                                           For the six months ended
                                                                                                    June 30,
                                                                                                    --------
                                                                                           1999                1998
                                                                                           ----                ----
<S>                                                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                 $(638,667)          $(245,564)
Adjustments to reconcile net loss to net cash generated in operating activities:
--------------------------------------------------------------------------------
  Minority interests                                                                        (271,012)            (37,004)
  Depreciation and amortization                                                            3,114,804           2,363,919
Change in operating assets and liabilities
------------------------------------------
  Decrease in other assets                                                                    48,491              69,604
  Increase in accounts payable to related parties                                            902,846             936,294
  Decrease in trade accounts payable and accrued liabilities                                 (16,654)             (7,072)
                                                                                   ----------------------------------------
    Net cash generated in operating activities                                             3,139,808           3,080,177

CASH FLOWS FROM INVESTING ACTIVITIES:
  Construction payments for cable television/telephony system                             (1,845,900)         (2,632,814)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Decrease in borrowings                                                                  (1,091,861)                 --
  Principal payments under capital leases                                                   (202,047)           (447,363)
                                                                                   ----------------------------------------
    Net cash used in financing activities                                                 (1,293,908)           (447,363)

Effect of currency exchange rate changes                                                      (3,887)              6,098

                                                                                   ----------------------------------------
(Decrease) Increase in cash and cash equivalents                                              (3,887)              6,098
                                                                                   ----------------------------------------

Cash and cash equivalents, beginning of period                                                76,337             434,386

                                                                                   ----------------------------------------
Cash and cash equivalents, end of period                                                     $72,450            $440,484
                                                                                   ----------------------------------------

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid                                                                             $1,221,133          $1,535,366
</TABLE>


         The accompanying notes to unaudited financial statements are an
                  integral part of these unaudited statements.

<PAGE>

                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A Limited Partnership)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(1)  BASIS OF PRESENTATION
     ---------------------

     The accompanying financial information should be read in conjunction with
the financial statements of the South Hertfordshire United Kingdom Fund, Ltd.
(the "Partnership"), including the notes thereto, for the year ended December
31, 1998. The financial information included herein is unaudited. However, in
the opinion of management, such information reflects all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the financial
position of the Partnership at June 30, 1999 and its results of operations and
cash flows for the six month periods ended June 30, 1999 and 1998. Results of
operations for these periods are not necessarily indicative of results to be
expected for the full year. As a result of the Partnership's ownership of 66.7
percent of the shares of Cable and Wireless Communications (South Hertfordshire)
Limited (formerly Bell Cablemedia (South Hertfordshire) Limited) (the
"Company"), for accounting purposes it has been consolidated with the
Partnership's operations.

(2)  INVESTMENT IN SUBSIDIARY
     ------------------------

     The Company is a United Kingdom corporation that owns and operates a cable
television/telephony system in the South Hertfordshire franchise area, located
adjacent to the northwest perimeter of Greater London, England (the "South Herts
System"). At June 30, 1999, the network consisted of approximately 570 miles of
cable plant and included approximately 87,300 homes released to operations. At
June 30, 1999 the South Herts System's cable television customers totaled
approximately 23,300 and the South Herts System's residential telephony lines
totaled approximately 30,400.

     The Company is now owned 66.7 percent by the Partnership and 33.3 percent
by Cable and Wireless Communications plc, and the general partner of the
Partnership is now Fawnspring Limited (the "General Partner"), a wholly owned
subsidiary of Cable and Wireless Communications plc. The General Partner
provides consulting services to the Partnership. The General Partner may
delegate some or all of the consulting services to Cable and Wireless
Communications plc or to other affiliates.

     Cable and Wireless plc and Bell Atlantic presently own, directly or
indirectly, approximately 53% and 19% respectively, of the issued share capital
of Cable and Wireless Communications plc. Public shareholders hold the remaining
28%.

     Cable and Wireless Communications plc, through its subsidiaries and its
interest in the Company, holds exclusive cable television licenses and related
non-exclusive telecommunications licenses covering more than six million
potential residential customers, representing approximately 25% of all homes in
the United Kingdom (including 59% of all homes in Greater London), and
substantially all small-to-medium sized business customers within its 47 cable
franchise areas.

     On July 26, 1999 Cable and Wireless plc, NTL Incorporated and Cable and
Wireless Communications plc announced that they have agreed to propose a
restructuring of Cable and Wireless Communications plc.

     Under this proposal, Cable and Wireless Communications plc (a 53 per cent
owned subsidiary of Cable and Wireless plc) will be separated into its
corporate, business, IP and wholesale operations ("CWC DataCo") and its consumer
cable telephone, Internet and television operations ("CWC ConsumerCo"). Cable
and Wireless plc then proposes to acquire the outstanding economic interest in
CWC DataCo (thus achieving 100% ownership) and NTL Incorporated proposes to
acquire CWC ConsumerCo.

     Under the transaction, it is proposed that Cable and Wireless
Communications plc shareholders will be entitled to receive a combination of new
Cable and Wireless plc shares, new NTL Incorporated common stock and cash in
return for their interests in Cable and Wireless Communications plc.

     There are a number of pre-conditions to be satisfied before any proposals
are put to Cable and Wireless Communications plc shareholders and a number of
further conditions to be satisfied before completion. It is expected that the
pre-conditions will be satisfied within the next six months when public
documents will then be issued to Cable and Wireless Communications plc
shareholders. Completion is expected to take place within the following three
months.

(3)  TRANSACTIONS WITH AFFILIATED ENTITIES
     -------------------------------------

     The General Partner of the Partnership or its affiliates are entitled to be
paid a consulting fee by the Company. During the construction phases of the
South Herts System, this consulting fee was 2 percent of construction costs.
After completion of construction of each portion of the system, the consulting
fee for the completed portion is 5 percent of the gross revenues, excluding
revenues from the disposal of cable television/telephony systems. The consulting
fee is calculated and payable monthly. Consulting fees paid or payable by the
Company for the three months ended June 30, 1999 and 1998 were $365,386 and
$404,590 respectively. All of these amounts were expensed in the Unaudited
Consolidated Statements of Operations for the three months ended June 30, 1999
and 1998 respectively. Consulting fees paid or payable by the Company for the
six months ended June 30, 1999 and 1998 were $702,203 and $767,145 respectively.
All of these amounts were expensed in the Unaudited Consolidated Statements of
Operations for the six months ended June 30, 1999 and 1998 respectively

     The General Partner and its affiliates are entitled to reimbursement from
the Company for direct and indirect expenses allocable to the operation of the
South Herts System, and from the Partnership for direct and indirect expenses
allocable to the operation of the Partnership, which include, but are not
limited to, rent, supplies, telephone, travel, copying charges and salaries of
any full or part-time employees. The General Partner believes that the
methodology used in allocating these expenses is reasonable. During the three
months ended June 30, 1999 and 1998, reimbursements made by the Company and the
Partnership to the General Partner or its affiliates for any allocable direct
and indirect expenses totaled $2,534,861 and $1,998,443 respectively. During the
six months ended June 30, 1999 and 1998, reimbursements made by the Company and
the Partnership to the General Partner or its affiliates for any allocable
direct and indirect expenses totaled $4,354,503 and $3,526,285 respectively.
These increases were due to an increase in the provision of services by the
General Partner in 1999 as compared to 1998.

     The General Partner and its affiliates may make advances to, and defer
collection of fees and allocated expenses owed by the Partnership, although they
are not required to do so. The Partnership will be charged interest on such
advances and deferred amounts at a rate equal to the General Partner's or
certain affiliates' weighted average cost of all debt financing from
unaffiliated entities. For the three months ended June 30, 1999 and 1998, this
interest charge was $190,555 and $171,296, respectively. For the six months
ended June 30, 1999 and 1998, this interest charge was $376,244 and $243,997,
respectively.

(4)  FINANCINGS
     ----------

     On April 18, 1995 the Company entered into an agreement with two major
banks to provide a (pound)25,000,000 revolving and term loan credit facility
agreement maturing on December 31, 2003 (the "South Herts Credit Agreement"). On
October 18, 1996, (pound)5,000,000 was canceled and the facility reduced to
(pound)20,000,000.

     The credit facility was structured as a revolving facility through December
31, 1997, at which time the facility was converted into a term loan. The term
loan portion will require repayment of outstanding principal amounts beginning
in 1999, with the final 50% of such amounts being repaid in 2002 and 2003. The
facility is divided into two tranches, denoted Facility A and Facility B, and
the aggregate amount drawn down under both tranches may not exceed
(pound)20,000,000. Amounts drawn down under Facility A bear interest at sterling
LIBOR plus a margin of 2.5%. The availability of Facility B of (pound)20,000,000
is subject to certain conditions which have now been satisfied and amounts drawn
down under Facility B bear interest at sterling LIBOR plus a margin ranging from
0.75% to 2.0% depending on the bank debt ratio (the ratio of bank debt to
annualized operating cash flow) of the Company.

     The South Herts Credit Agreement contains various covenants including
financial covenants such as a cumulative revenue test, bank debt ratio, interest
cover ratio, a fixed charges ratio and a pro-forma debt service ratio and other
covenants such as restrictions on disposals and on the creation of indebtedness
and encumbrances. The South Herts Credit Agreement also includes a restriction
on the payment of dividends which provides that dividends or distributions in
respect of its issued share capital and payments in respect of certain
intercompany loans could not be made prior to December 31, 1997. Such payments
will be permitted thereafter only if the bank debt ratio for the previous two
accounting quarters is less than 5.5:1 and no event of default or potential
event of default has occurred and is continuing at such time and the payment of
such dividend or distribution will not give rise to an event of default or
potential default.

     The South Herts Credit Agreement contains certain events of default,
including non-payment of amounts due under the South Herts Credit Agreement,
breaches of representations and covenants (including financial ratios) contained
in the South Herts Credit Agreement, cross-default to certain other indebtedness
of the Company, certain bankruptcy and insolvency events and certain changes of
ownership.

     The obligations of the Company under the South Herts Credit Agreement are
secured by first fixed and floating charges over all of the assets of the
Company. In addition, there is a pledge of all of the share capital of the
Company given by Cable and Wireless Communications plc and the Partnership as
additional security for the facility.

     The General Partner believes that the South Herts Credit Agreement will be
sufficient to fund the completion of construction and operation of the South
Herts System. The amount outstanding under the facility at June 30, 1999 was
(pound)18,624,500 ($29,333,588) and this amount was all drawn under Facility B.

<PAGE>

                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A Limited Partnership)

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     The Partnership. The Partnership's source of cash has been the net proceeds
of its offerings of limited partnership interests. Historically, the
Partnership's principal uses of cash have been capital contributions to the
Company in order to fund the Partnership's proportionate share of the
construction costs of the South Herts System. As discussed below, the General
Partner believes that no additional capital contributions will be required to
fund the completion of construction and operations of the South Herts System.
Accordingly, in the future, the Partnership's uses of cash will be restricted to
covering its administration costs (principally insurance premiums, legal and
accounting costs associated with the Partnership's annual audit and periodic
regulatory filings and general administration). As of June 30, 1999 the
Partnership had current liabilities of $1,365,951 most of which were payable to
the General Partner.

     The Company. On April 18, 1995 the Company entered into an agreement with
two major banks to provide a (pound)25,000,000 revolving and term loan credit
facility agreement maturing on December 31, 2003 (the "South Herts Credit
Agreement"). On October 18, 1996, (pound)5,000,000 was canceled and the facility
reduced to (pound)20,000,000.

     The General Partner believes that the South Herts Credit Agreement and
ongoing cash flows from operations will be sufficient to fund the completion of
construction and operation of the South Herts System. The amount outstanding
under the facility at June 30, 1999 was (pound)18,624,500 ($29,333,588) and this
amount was all drawn under Facility B.

YEAR 2000 ISSUE
---------------

     The year 2000 problem results from the use of two digits rather than four
to define the year in computer hardware and software and in electronic
equipment. When electronic systems process dates before and after January 1,
2000, they may recognize a date represented by "00" as indicating the year 1900,
instead of 2000. Unless steps are taken to re-programme affected equipment and
re-write software, this may create processing ambiguities that can cause errors
and system failures, the effects of which may be limited or pervasive depending
on the computer chip, system or software, and its location and function. By
definition, the precise effects of the problem can only be estimated in advance
and will not be known with certainty until into and even after the year 2000
itself.

     The Company's operations are highly dependent upon equipment with embedded
computer technology (network, switches etc), the widespread failure of which
would have a material adverse impact on its results of operations. The problem
may be exacerbated because of the interdependence of computer and
telecommunications systems throughout the world: the operation of our business
depends not only on our own computer systems and equipment, but also on those of
our customers, suppliers and the other telecommunications operators with whom we
inter-connect to deliver traffic. In particular, we are dependent on the timely
completion by suppliers (particularly providers of IT) of corrective work on IT
hardware, software and systems, and on embedded chip equipment. Furthermore, we
have no direct influence over the actions taken by our customers to address
their own year 2000 problems, with the result that the functionality of fully
compliant customer premises equipment may be compromised by failures in a
customer's own systems.

     Given the complexity of the problem, it is not possible for any
organization to guarantee that no problems will occur as a result of the year
2000 issue. However the Board is aware of the critical issues as they affect
Cable and Wireless Communications plc, including the Company, and is fully
involved in ensuring that steps are taken to ensure that an acceptable state of
readiness is achieved. To address the year 2000 issue, a Year 2000 Programme has
been set up which includes a comprehensive review to identify systems and
equipment (both in the Company and in third party vendors) that could be
affected by the year 2000 issue. The overall objective of the Programme is to
ensure that Cable and Wireless Communications plc maintains continuity of
business and service to its customers, before, during and after the roll-over
into year 2000. The team steering the Programme is chaired by the Chief
Executive Officer, and also contains other senior management members such as the
directors responsible for operations, finance and risk. The steering team
receives a formal report on the Programme monthly, and the Audit Committee has a
standing agenda item on the Programme's progress.

     In addition, the Group is a member of the Telecommunications Operators'
Forum, a group of over 40 of the UK's principal telecommunication providers
which has been working for two years to ensure that adequate processes are in
place to address the year 2000 issue as it affects the industry. The Forum
recently instigated a process of peer audit to review the adequacy of members'
millennium programmes. The Group's Year 2000 Programme has been audited by two
other UK operators under the auspices of OFTEL, and was deemed to be well
managed with a strong control element.

     Cable and Wireless Communications plc also benefits from the Year 2000
Programme of Cable and Wireless plc which has a strong international element and
through which the Group participates in testing of international interconnect.

     The key elements of Cable and Wireless Communications plc's Year 2000
Programme are as follows:

o    Preparation of a Millennium Inventory Database containing details of all
     the hardware, software and equipment potentially affected by the year 2000
     issue;

o    Assessment of the likely impact of the year 2000 issue on each type of
     hardware, software and equipment in the database, and identification of the
     knock-on effect on service provision of any resultant loss of
     functionality;

o    Review of supplier compliance, and formulation of strategies to safeguard
     supply, including detailed health checks on our critical suppliers;

o    Remediation of the issues identified in the Assessment and Supplier Review
     phases by conversion, replacement or isolation of non-compliant elements of
     hardware, software and equipment;

o    Verification testing to check the effectiveness of remediation measures;

o    Contingency planning to ensure that we can meet our primary objective of
     maintaining service continuity; and

o    Ongoing communication with customers, suppliers and regulatory authorities.

     In accordance with our Programme policies we have completed testing and
implementation for all material elements of our core standard products and
services. Cable and Wireless Communications plc will continually review its
progress against its year 2000 plans and conclude on appropriate and feasible
contingency plans to reduce its exposure to the year 2000 issue. Further details
of Cable and Wireless Communications plc's Year 2000 Programme will be published
in Cable and Wireless Communications plc's Form 20F, which is scheduled to be
published before September 30, 1999.

     Accounting rules require that year 2000 compliance costs are expensed as
incurred. The Company's costs of year 2000 compliance are included within those
for Cable and Wireless Communications plc as a whole. The Company will continue
to contribute its share of such costs, estimated to be approximately $69,000 for
the three months ended June 30, 1999, and approximately $162,000 for the six
months ended June 30, 1999. The company's share of Cable & Wireless
Communications plc's total year 2000 compliance costs are expected to be
$717,000.

RESULTS OF OPERATIONS
---------------------

     Revenues of the Partnership decreased by $428,012 for the three months
ended June 30, 1999, from $7,519,239 over the corresponding period in 1998 to
$7,091,227 in 1999. This decrease was the result of an abnormally low usage in
the quarter to June 1999, an adverse exchange movement and more competitive
pricing. Overall, revenues of the Partnership increased by $13,670 for the six
months ended June 30, 1999, from $14,310,645 over the corresponding period in
1998 to $14,324,315 in 1999. This movement was due to increases in the South
Herts System's customer base. The South Herts System served approximately 23,300
basic cable television customers and 30,400 residential telephony lines at June
30, 1999 as compared to approximately 22,700 basic cable television customers
and 28,100 residential telephony lines at June 30, 1998.

     Operating expenses decreased $433,502 for the three months ended June 30,
1999, from $3,114,371 over the corresponding period in 1998 to $2,680,869 in
1999. Operating expenses decreased $763,597 for the six months ended June 30,
1999, from $6,107,333 over the corresponding period in 1998 to $5,343,736 in
1999. These reductions reflect ongoing efforts by Cable and Wireless
Communications plc to control costs by taking advantage of economies of scale
within the Cable And Wireless Communications plc Group.

     Selling, general and administrative expenses reduced $34,173 for the three
months ended June 30, 1999, from $47,136 over the corresponding period in 1998
to $12,963 in 1999. Selling, general and administrative expenses reduced $81,996
for the six months ended June 30, 1999, from $106,439 over the corresponding
period in 1998 to $24,443 in 1999. These reductions were due to reductions in
overhead costs, resulting from the provision of additional services by the
General Partner in 1999 as compared to 1998.

     Management fees and allocated overhead from the General Partner increased
by $497,214 for the three months ended June 30, 1999, from $2,403,033 over the
corresponding period in 1998 to $2,900,247 in 1999. Management fees and
allocated overhead from the General Partner increased by $763,276 for the six
months ended June 30, 1999, from $4,293,430 over the corresponding period in
1998 to $5,056,706 in 1999. These costs relate to additional services provided
by affiliates of the General Partner in order to reduce overall costs by taking
advantage of economies of scale within the Cable And Wireless Communications plc
Group.

     Depreciation and amortization expense increased $474,995 for the three
months ended June 30, 1999, from $973,034 over the corresponding period in 1998
to $1,448,029 in 1999. Depreciation and amortization expense increased $750,885
for the six months ended June 30, 1999, from $2,363,919 over the corresponding
period in 1998 to $3,114,804 in 1999.

     Interest expense decreased by $130,884 for the three months ended June 30,
1999, from $925,968 over the corresponding period in 1998 to $795,084 in 1999.
Interest expense decreased by $116,044 for the six months ended June 30, 1999,
from $1,761,858 over the corresponding period in 1998 to $1,645,814 in 1999.
These decreases were due to repayments of the principal on the loan.

     Interest income decreased by $233 for the three months ended June 30, 1999,
from $233 over the corresponding period in 1998 to $nil in 1999. Interest income
decreased by $39,766 for the six months ended June 30, 1999, from $39,766 over
the corresponding period in 1998 to $nil in 1999. The decrease in interest
income in the quarter ended June 30, 1999 was due to lower surplus funds
available for investment in the period as compared to the corresponding period
in 1998.

     Net loss increased by $513,391 for the three months ended June 30, 1999,
from a profit of $10,574 over the corresponding period in 1998 to a loss of
$502,817 in 1999. The increase in net loss was due to a fall in revenue. Net
loss increased by $393,103 for the six months ended June 30, 1999, from a loss
of $245,564 over the corresponding period in 1998 to a loss of $638,667 in 1999.
The increases in net loss were due lower than expected revenue growth.

<PAGE>

                           PART II. OTHER INFORMATION


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

     a)   Exhibits
          27 Financial Data Schedule

     b)   Reports on Form 8-K

          None

<PAGE>

                                   SIGNATURES


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

                                        SOUTH HERTFORDSHIRE UNITED
                                        KINGDOM FUND, LTD.
                                        a Colorado limited partnership
                                        BY:  FAWNSPRING LIMITED
                                             Its General Partner



                                        BY:  /s/ Robert Drolet
                                             -----------------------------
                                                 Robert Drolet
                                                 Director
                                                 12 August, 1999.